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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 October 1, 2022

☐	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. ☒

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, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2,679 million.

The number of shares outstanding of each class of common stock as of November 7, 2022 was:

Class A common stock, 28,711,352 shares

Class B common stock, 3,018,196 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 "2022 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	10
Item 1B	Unresolved Staff Comments	18
Item 2	Properties	18
Item 3	Legal Proceedings	18
Item 4	Mine Safety Disclosures	18
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6	Selected Financial Data	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	90
Item 9A	Controls and Procedures	90
Item 9B	Other Information	90
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	90
PART III
Item 10	Directors, Executive Officers and Corporate Governance	91
Item 11	Executive Compensation	91
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	91
Item 13	Certain Relationships and Related Transactions, and Director Independence	91
Item 14	Principal Accountant Fees and Services	91
PART IV
Item 15	Exhibits and Financial Statement Schedules	92
Item 16	Form 10-K Summary	94

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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 2022, 2021 and 2020 are provided in Note 21 - 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. 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 in our three operating segments include:

•Aircraft Controls: Curtiss-Wright, Liebherr, Nabtesco, Parker-Hannifin, Raytheon Technologies and Woodward.

•Space and Defense Controls: Aerojet Rocketdyne, Airbus, Altra Industrial Motion Corp, Beyond Gravity, Cobham, Curtiss-Wright, Eaton, Elbit Systems LTD, EOS Defense Systems USA, Inc., Everaxis, General Atomics, General Dynamics, Glenair, Honeywell, John Cockerill Group, Kongsberg, Mottrol, Rafael Advanced Defense Systems, Raytheon Technologies, Schleifring, SEAKR, VACCO, Vincorion, Wittenstein Group and Woodward.

•Industrial Systems: Allied Motion, Baumüller, Atos S.p.A, Bosch Rexroth, Cardinal Health, Eaton, ebm-papst, Eitan Medical LTD, ICU Medical, Inc., MTS Systems, Nidec, Parker-Hannifin, Schleifring, Shinano Kenshi, Wittenstein Group and Woodward.

Government Contracts. All United States ("U.S.") Government contracts are subject to termination by the U.S. Government. In 2022, sales under U.S. Government contracts represented 42% of total sales and were primarily within our Aircraft Controls and Space and Defense Controls segments.

Backlog. Our twelve-month backlog represents confirmed orders we believe will be recognized as revenue within the next twelve months. As noted in Item 6, Selected Financial Data of this report, as of October 1, 2022, our twelve-month backlog was $2.3 billion, an increase of 10% compared to October 2, 2021. 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 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 $110 million in each of the last three years and represented approximately 4% of sales in 2022.

Human Capital Resources. Moog possesses a unique culture that fuels our business success. Our nearly 14,000 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 2022, we hired 1,792 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 2022, 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 four years, the average of voluntary attrition has been just below 8% 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. See our First Sustainability Report 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'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 of Moog’s “responsibility in action” include:

•Environmental Innovation: Bobcat contacted Moog's innovation team to design components for an all-electric compact loader prototype. The concept vehicle is proving that electric solutions can replace traditional hydraulics and diesel power on some construction vehicle models.

•Our Wolverhampton, United Kingdom ("UK") site has transitioned 90% of its electric lighting to LED bulbs; in doing so, the site will save over 13,000 kWh each year.

•Our U.S. and UK organizations piloted a “direct giving program” that allows our employees to contribute funds and volunteer time to local charities that are meaningful to them.

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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 2022 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 OEM sales, which represented 30% of 2022 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 2022, aftermarket sales accounted for 12% of total sales.

Significant customers in our three operating segments include:

•Aircraft Controls: Boeing, Lockheed Martin, Airbus, Northrup Grumman, Raytheon Technologies, Japan Aerospace, General Dynamics, Honeywell, Bell Helicopter, Bombardier Aerospace and the U.S. Government.

•Space and Defense Controls: Lockheed Martin, DRS Sustainment Systems, Northrup Grumman, L3 Harris Technologies, Raytheon Technologies, Boeing, Aerojet Rocketdyne, General Dynamics, United Launch Alliance, Honeywell and the U.S. Government.

•Industrial Systems: CAE, Philips Healthcare, TurboChef Technologies, MacArtney, Flight Safety, Husky Energy, Mitsubishi Hitachi Power Systems, Oceaneering, Nutricia and Arburg.

International Operations. Our operations outside the United States are conducted primarily through wholly-owned foreign subsidiaries and are located predominantly in Europe and the Asia-Pacific region. See Note 21 - 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 23 - 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 changes noted below, the principal occupations of our executive officers for the past five years have been their employment with us in the same positions they currently hold.

On December 1, 2021, Patrick Roche was named Executive Vice President and Chief Operating Officer. Previously, he was Group Vice President and President, Industrial Group, positions he held since 2012.

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 was the Group Vice President for Aircraft Control Components.

On January 2, 2020, Jennifer Walter was named Chief Financial Officer. Previously, she was Vice President - Finance, a position she held since January 5, 2018. Prior to that she was Controller and Principal Accounting Officer, a position she held since 2008.

On December 1, 2017, Paul Wilkinson was named Vice President and Chief Human Resources Officer. Previously, he was a Group Vice President and Global Human Resources Director, Aircraft Group.

Executive Officers	Age	Year First Elected Officer
John R. Scannell
Director; Chairman of the Board; Chief Executive Officer	59	2006
Patrick J. Roche
Executive Vice President; Chief Operating Officer	59	2012
Jennifer Walter
Vice President; Chief Financial Officer	51	2008
Maureen M. Athoe
Vice President	64	2015
Stuart Mclachlan
Vice President	51	2022
Mark J. Trabert
Vice President	63	2015
Paul Wilkinson
Vice President	42	2017

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, including withstanding the COVID-19 pandemic. In addition, our competitors' wins could increase their market share, which would reduce the total number of viable suppliers. 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, 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 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 may incur substantial litigation costs to enforce our rights. Litigation could also 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 divestitures. 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 throughout the world, both to expand into new markets and to enhance our position in existing markets. 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. 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 operational assessment, we may continue to divest assets or businesses if we deem the operations as non-strategic or no longer support the level of customer demand. Also, divestitures could adversely affect our profitability and, under certain circumstances, 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.

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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, and are facing varying levels of pressure from the COVID-19 pandemic. The COVID-19 pandemic drastically reduced air traffic as travel restrictions and social distancing measures were implemented to help control the spread of the virus. While U.S. domestic air travel has recovered, international travel utilizing wide-body aircraft will take longer to fully recover. Furthermore, as companies and employees become accustomed to working remotely, business travel and the associated flight hours may not reach the pre-pandemic levels. As such, we believe The Boeing Company, or Boeing, and Airbus may continue to directionally match their wide-body aircraft production rates with the reduced, albeit recovering, air traffic volume, which has lowered their demand for our flight control systems. Other factors influencing our business, including our defense and our space programs, are largely contingent on U.S. Department of Defense investment funding, which can fluctuate. 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. If the COVID-19 pandemic and related economic uncertainties deteriorate, our operations could be negatively impacted through declines in our sales, profitability and cash flows as a result of lower orders, payment delays and price pressures for our products.

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 2022, sales under U.S. Government contracts represented 42% 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.

The loss of The Boeing Company or Lockheed Martin as a customer or a significant reduction in sales to either 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 2022 sales. We provide Lockheed Martin similar products for military, space and defense applications, which totaled 9% of our 2022 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 due to the residual impacts of the COVID-19 pandemic. As a portion of our sales to Boeing and Lockheed Martin is tied to varying levels of government defense spending, a reduction in future Department of Defense spending levels could adversely impact our sales, operating profit and cash flow. Furthermore, a loss of Boeing or Lockheed Martin as a customer could 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 October 1, 2022, our total backlog was $5.2 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 wide-body aircraft production rates with the resized international air traffic volume in response to the COVID-19 impacts, which have lowered their demand for our flight control systems and may cause us to never realize the full amounts included in our commercial backlog. 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.

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OPERATIONAL RISKS

A reduced supply, as well as inflated prices, across various raw materials and third-party provided components and sub-assemblies within our supply chain could have a material impact on our ability to manufacture and ship our products, in addition to adversely impacting our operating profit and balance sheet. Constraints in our supply chain, due both to worldwide demand for electronics and components across several end markets and the continued impacts of the COVID-19 pandemic, has affected our business. We are occasionally experiencing 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 we expect to 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 rate of inflation, and if our constrained supply chain continues, our operating profit and balance sheet may be negatively impacted.

We face various risks related to health pandemics, such as the COVID-19 pandemic, which have had material adverse consequences on our operations, financial position, cash flows, and those of our customers and suppliers. The spread of the COVID-19 pandemic, and the associated pandemic-related responses, disrupted businesses on a global scale, led to significant volatility in financial markets and affected the aviation and industrial industries. As a result, we experienced, and may continue to experience, lower levels of customer demand for our products, particularly in our commercial aircraft market. To-date, substantially all of our operations and production activities have remained operational. However, the impacts of the pandemic have placed labor and supply chain pressures on our business and we have been impacted by localized lockdowns. While our backlog continues to grow across our end markets as economic activity recovers, ongoing COVID-19 disruptions continue to challenge our business. We will continue to monitor the situation, assessing further possible implications on our operations, labor force, supply chain, liquidity, cash flow and customer orders, and will continue taking actions in an effort to mitigate adverse consequences.

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. Failure by our sole-sourced or group of subcontractors to satisfactorily provide on a timely basis the agreed-upon, defect-free supplies, or perform the agreed-upon 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 contract for default, which could expose us to liability and substantially impair our ability to compete for future orders.

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, may be subject to privacy, security, or other regulatory requirements. 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. Our vulnerability to cybersecurity risks may have also increased after adopting a hybrid working policy in response to the COVID-19 pandemic, empowering employees to work productively outside of the office when appropriate. 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.

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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, 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.

We enter into fixed-price contracts, which could subject us to losses if we have cost overruns. In 2022, fixed-price contracts represented 90% of our sales that were accounted 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 resulting from higher costs for labor or material, 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.

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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 essentially fully 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 October 1, 2022, goodwill was $805 million and other intangible assets were $85 million of our total assets of $3.4 billion. Our 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 our 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.

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 United States. 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 United States 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 21 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

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Government regulations could limit our ability to sell our products outside the United States 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 United States. 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 21 - 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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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. Focusing on talent in the organization is one of our three company-wide initiatives, along with lean and innovation. We 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 October 1, 2022, we occupied 5,428,000 square feet of space, distributed by segment as follows:

	Square Feet
	Owned	Leased	Total
Aircraft Controls	1,476,000	382,000	1,858,000
Space and Defense Controls	927,000	527,000	1,454,000
Industrial Systems	1,383,000	713,000	2,096,000
Corporate Headquarters	20,000	—	20,000
Total	3,806,000	1,622,000	5,428,000

We have principal manufacturing facilities in the United States 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, India, Italy, Japan, Czech Republic, United Kingdom, China, Netherlands, Costa Rica, Luxembourg, Canada, Lithuania 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 2023 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 539 and 311, respectively, as of November 7, 2022.

The following table summarizes our purchases of our common stock for the quarter ended October 1, 2022.

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 3, 2022 - July 30, 2022	78,684	$	79.04	—	2,467,857
July 31, 2022 - September 3, 2022	67,597	80.55		35,510	2,432,347
September 4, 2022 - October 1, 2022	164,746	73.01		162,417	2,269,930
Total	311,027	$	76.17	197,927	2,269,930

(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: 6,285 shares at $79.20 per share during July; 30,372 shares at $87.71 per share during August and 2,227 shares at $82.52 per share 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 1,379 Class A shares at $80.22 and 6 Class B shares at $78.00; In August, we accepted delivery of 843 Class A shares at $87.41 per share and 193 Class B shares at $88.61; In September, we accepted delivery of 102 Class A shares at $71.42 per share. In connection with the issuance of shares to the ESPP, we purchased 71,007 Class B shares at $79.00 per share from the SECT in July. In connection with the issuance of equity-based awards, we purchased 7 Class B shares at $79.00 per share in July and 679 Class B shares at $79.16 in August 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. In August, we purchased 35,510 Class A shares at an average price of $74.25 and in September, we purchased 162,417 Class A shares at an average price of $72.88.

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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, 2017, including reinvestment of any dividends.

	9/17		9/18		9/19		9/20		9/21		9/22
Moog Inc. - Class A Common Stock	$	100.00	$	103.69	$	99.01	$	78.28	$	95.11	$	88.93
NYSE Composite - Total Return Index	100.00		109.81		112.03		112.19		145.72		124.47
S&P Aerospace & Defense Index	100.00		123.71		131.76		94.50		122.46		115.54

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Item 6.	Selected Financial Data.

For a more detailed discussion of 2020 through 2022, refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and Item 8, Financial Statements and Supplementary Data of this report.

(dollars in thousands, except per share data)	2022			2021			2020			2019			2018
RESULTS FROM OPERATIONS
Net sales	$	3,035,783		$	2,851,993		$	2,884,554		$	2,904,663		$	2,709,468
Net earnings	155,177			157,220			9,205			174,548			95,240
Net earnings per share
Basic	$	4.85		$	4.90		$	0.28		$	5.01		$	2.67
Diluted	$	4.83		$	4.87		$	0.28		$	4.96		$	2.64
Weighted-average shares outstanding
Basic	31,977,482			32,112,589			33,257,684			34,854,614			35,661,638
Diluted	32,117,028			32,297,956			33,437,801			35,178,968			36,052,307
OTHER FINANCIAL DATA
Cash and cash equivalents	$	103,895		$	99,599		$	84,583		$	89,702		$	125,584
Acquisitions of businesses, net of cash acquired	11,832			77,600			54,265			—			48,382
Research and development	109,527			125,528			110,865			126,453			129,838
Share repurchase programs	35,626			29,446			215,776			23,358			27
Total backlog	5,200,000			4,800,000			2,600,000			2,200,000			n/a
Twelve-month backlog	2,300,000			2,100,000			1,700,000			1,500,000			1,500,000
Net debt to capitalization	33		%	36		%	40		%	36		%	38		%

Notes and definitions for the above table:

•All periods include the effects of our share repurchase programs. See the Consolidated Statements of Shareholders' Equity, Consolidated Statements of Cash Flow and Note 17 - Shareholders' Equity, of Item 8, Financial Statements and Supplementary Data, of this report.

•All periods include the effects of acquisitions and divestitures. See Note 3 - Acquisitions, Divestitures and Equity Method Investments, of Item 8, Financial Statements and Supplementary Data, of this report.

•2020-2022 includes long-lived asset impairment charges. See the Consolidated Statements of Earnings, Note 1 - Summary of Significant Accounting Policies, of Item 8, Financial Statements and Supplementary Data, of this report.

•2020 includes the effect of a pension settlement in our qualified U.S. defined benefit pension plan. See the Consolidated Statements of Earnings, Note 1 - Summary of Significant Accounting Policies and Note 14 - Employee Benefit Plans, of Item 8, Financial Statements and Supplementary Data, of this report.

•Net earnings and net earnings per share represents amounts attributable to common shareholders.

•Twelve-month backlog is defined as confirmed orders we believe will be recognized as revenue within the next twelve months.

•Net debt to capitalization is computed as net debt (total debt less cash and cash equivalents) divided by capitalization (the sum of net debt and shareholders’ equity).

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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 for military aircraft, turreted weapon systems, stabilization and automatic ammunition loading controls for armored combat vehicles, tactical and strategic missile steering controls and gun aiming controls.

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

•Space market - satellite positioning controls and thrust vector controls, as well as integrated space launch vehicles and hypersonic applications.

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

•Industrial automation market - components and systems for injection and blow molding machinery, heavy industry applications for steel and aluminum production, metal forming presses, flight simulation motion control systems and material and automotive structural and fatigue testing systems.

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

•Energy market - control and safety components for steam and gas power generation turbines and oil and gas exploration components and systems.

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

Under ASC 606, 64% of revenue was recognized over time for the year ended October 1, 2022, 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 October 1, 2022, 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.

We concentrate on providing our customers with products designed and manufactured to the highest quality standards. Our technical experts work collaboratively around the world, delivering capabilities for mission-critical solutions. These core operational principles are necessary as our products are applied in demanding applications, "When Performance Really Matters®." By capitalizing on these core foundational strengths, we believe we have achieved a leadership position in the high performance, precision controls market. Additionally, these strengths yield a broad control product portfolio, across a diverse base of customers and end markets.

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By focusing on customer intimacy and commitment to solving 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 systems integrator. In addition, we continue expanding our content positions on our current platforms, seeking to be the market-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 and operational performance.

Our fundamental long-term strategies to achieve our goals center around talent, lean and innovation and include:

•a strong leadership team that has positioned the Company for growth,

•utilizing our global capabilities and strong engineering heritage to innovate,

•maintaining our technological excellence by solving our customers’ most demanding technical problems in applications "When Performance Really Matters®,"

•continuing to invest in talent development to strengthen employee performance, and

•maximizing customer value by implementing lean enterprise principles.

These fundamentals will help us achieve our financial objective of increasing shareholder value with sustainable competitive advantages across our segments. In doing so, we expect to maintain a balanced, diversified portfolio in terms of markets served, product applications, customer bases and geographic presence.

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.

COVID-19 impacts on our business

Substantially all of our operations and production activities have, to-date, remained operational. However, the residual effects of the COVID-19 pandemic, including constraints and inflated prices within our supply chain, and localized lockdowns in China, impacted our business. While our backlog continues to grow across our end markets, ongoing COVID-19 disruptions continue to challenge our business. As economic activity continues to recover, we will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.

Acquisitions, Divestitures and Equity Method Investments

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, net of acquired cash, of $15 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. The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period.

On December 18, 2020, we acquired Genesys Aerosystems Group, Inc. ("Genesys"), headquartered in Mineral Wells, Texas for a purchase price of $78 million, net of acquired cash. Genesys designs and manufactures a full suite of electronic flight instrument systems and autopilot solutions. This operation is included in our Aircraft Controls segment.

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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 $12 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. The loss is subject to adjustments associated with amounts currently held in escrow.

On December 3, 2021, we sold the assets of our Navigation Aids ("NAVAIDS") business based in Salt Lake City, Utah previously included in our Aircraft Controls segment. We received net proceeds of $36 million and recorded a gain of $16 million, net of transaction costs. The gain is subject to adjustments associated with amounts currently held in escrow.

In the fourth quarter of 2021, we sold a non-core business of our Industrial Systems segment. We received net proceeds of $11 million and recorded a loss of $2 million.

In the first quarter of 2021, we sold a non-core business of our Aircraft Controls segment for $2 million in net consideration and recorded a minimal loss.

Equity Method Investments

On August 31, 2022, we contributed $1 million to Suffolk Technologies Fund 1, L.P., a limited partnership that invests in startups to transform the construction, real estate and property maintenance industries in the U.S. As we are a limited partner in this investment, we are accounting for it using the equity method. We have a remaining on-call capital commitment of up to $7 million. This operation is included in our Industrial Systems segment.

On June 3, 2022, we increased our investment in NOVI LLC ("NOVI") by $1 million and now hold a 42.5% ownership interest. NOVI specializes in applying machine learning algorithms to space situational awareness. We are accounting for this investment using the equity method. This operation is included in our Space and Defense Controls segment.

For further information, refer to Note 3 - Acquisitions, Divestitures and Equity Method Investments, 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. Revenue recognized over time for the year ended October 1, 2022 was 64% of total revenue. The cost-to-cost method of accounting 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 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 21 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Contract Reserves

At October 1, 2022, we had contract reserves of $47 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 October 1, 2022, we had net inventories of $588 million, or 33% of current assets. Reserves for inventory were $141 million, or 19% 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 October 1, 2022, we had $805 million of goodwill, or 23% 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 2022, we performed a quantitative 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 quantitative assessment indicated that is more likely than not that the fair value of each of the reporting units exceed its carrying value; and therefore, 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 2022, pension expense for all defined benefit plans was $30 million. For further information, refer to Note 14 - 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 2022 were 3.3% for service cost and 2.7% for interest cost, compared to 3.1% and 2.6%, respectively, in 2021. 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 2022 expense for our largest plan, we used a 5.0% return on assets assumption, which was the same for 2021. 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 2022.

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 October 1, 2022, we had gross deferred tax assets of $151 million and deferred tax asset valuation allowances of $9 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 $11 million related to tax benefit carryforwards associated with net operating losses and tax credits, for which $9 million of deferred tax asset valuation allowances are recorded. For further information, refer to Note 15 - 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 2022 compared to 2021. A discussion of our 2021 results of operations compared to 2020 results can be found within Part II, Item 7. Management's Discussion and Analysis within our 2021 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 15, 2021.

										2022 vs. 2021					2021 vs. 2020
(dollars and shares in millions, except per share data)	2022			2021			2020			Variance		% Variance			Variance		% Variance
Net sales	$	3,036		$	2,852		$	2,885			184		6	%		(33)		(1	%)
Gross margin	27.0		%	27.2		%	25.8		%
Research and development expenses	$	110		$	126		$	111			(16)		(13	%)		15		13	%
Selling, general and administrative expenses as a percentage of sales	14.8		%	14.4		%	13.8		%
Interest expense	$	37		$	34		$	39			3		8	%		(5)		(13	%)
Asset impairment	$	18		$	2		$	38			17		n/a			(36)		(96	%)
Restructuring expense	$	10		$	—		$	11			10		n/a			(11)		(100	%)
Loss on sale of businesses	$	3		$	2		$	—			2		118	%		2		n/a
Gain on sale of building	$	(9)		$	—		$	—			(9)		n/a			—		n/a
Pension settlement	$	—		$	—		$	121			—		—	%		(121)		(100	%)
Other	$	1		$	(3)		$	21			4		(146	%)		(23)		(112	%)
Effective tax rate	23.6		%	22.8		%	(69.9)		%
Net earnings	$	155		$	157		$	9			(2)		(1	%)		148		n/a
Diluted average common shares outstanding	32			32			33						(1	%)				(3	%)
Diluted earnings per share	$	4.83		$	4.87		$	0.28			(0.04)		(1	%)		4.59		n/a
Total backlog	$	5,200		$	4,800		$	2,600			400		9	%		2,200		88	%
Twelve-month backlog	$	2,300		$	2,100		$	1,700			200		10	%		400		24	%

All values are in US Dollars.

Net sales increased in 2022 compared to 2021 across all of our segments, particularly in our commercial aircraft programs and our defense programs. Also in 2022, weaker foreign currencies, primarily the Euro, the British Pound and the Japanese Yen relative to the U.S. Dollar, decreased sales $44 million compared to 2021.

Gross margin decreased slightly in 2022 compared to 2021. The additional costs associated with our constrained supply chain and $4 million of inventory write-down charges together offset the incremental margin from higher sales volumes across all three segments.

Research and development expenses decreased in 2022 compared to 2021. Aircraft Controls reduced research and development spend by $11 million primarily due to the redeployment of engineering activity to funded development programs. Industrial Systems also reduced research and development spend by $3 million.

Selling, general and administrative expense as a percentage of sales increased in 2022 compared to 2021. Across all of our segments, we had higher expenses to support customer interactions as we emerged from COVID-19 lockdowns, as well as increased investments in operations.

Interest expense increased in 2022 compared to 2021 due to higher interest rates on our outstanding debt throughout the year.

In 2022, we incurred charges for asset impairments and restructuring in all of our segments as we continued our business resizing and portfolio shaping activities, primarily in the second quarter of 2022. The benefits associated with these activities have averaged, and are expected to average, $4 million per quarter. Also, the first quarter of 2022 included a $16 million gain from the sale of our NAVAIDS business, and the fourth quarter of 2022 included a $9 million gain on the sale of a building. However, these gains were offset by losses associated with two business sales in Industrial Systems and in Space and Defense Controls in the fourth quarter of 2022, totaling $19 million.

Other in 2021 included a $6 million pension curtailment gain associated with the termination of a foreign pension plan, which did not repeat in 2022.

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The effective tax rate in 2022 increased modestly compared to the tax rate in 2021. The effective tax rate in 2022 included the benefit of favorable adjustments for tax credits associated with last year's tax return. The effective tax rate in 2021 included charges associated with the revaluation of deferred tax liabilities in the U.K., mostly offset by adjustments to the previous year's provision in the U.S.

The twelve-month backlog at October 1, 2022 increased as compared with the twelve-month backlog at October 2, 2021. The twelve-month backlog increased in Industrial Systems due to recovering demand for our flight simulation products and from orders for our new construction products. Also, backlog increased within Space and Defense Controls driven by our RIwP turret program. Backlog was unchanged within Aircraft Controls, as higher commercial OEM and aftermarket orders were offset by declines across various military 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 21 - Segments, of Item 8, Financial Statements and Supplementary Data, of this report.

Aircraft Controls

										2022 vs. 2021			2021 vs. 2020
(dollars in millions)	2022			2021			2020			Variance	% Variance		Variance	% Variance
Net sales - military aircraft	$	745		$	782		$	721			(5	%)		8	%
Net sales - commercial aircraft	511			379			485			132	35	%	(105)	(22	%)
	$	1,256		$	1,161		$	1,206			8	%		(4	%)
Operating profit	$	124		$	97		$	35			28	%		179	%
Operating margin	9.8		%	8.3		%	2.9		%

All values are in US Dollars.

Aircraft Controls' net sales increased in 2022 compared to 2021, driven primarily by recoveries from the COVID-19 pandemic in our commercial OEM and aftermarket aircraft programs.

In 2022 compared to 2021, sales increased $70 million in our commercial OEM programs. We benefited from higher sales volumes across our main programs, increasing sales $26 million for our business jets programs, $21 million for our Boeing programs and $16 million for our Airbus programs. Additionally, in 2022 compared to 2021, sales increased $62 million in our commercial aftermarket programs. Higher spares volumes and repair demand, reflecting recovering flight-hour levels, increased sales a combined $30 million across our 787 and A350 programs. Also, sales increased an additional $18 million on our 787 aftermarket program due to one-time, retrofit sales.

Partially offsetting these sales increases in 2022 compared to 2021, was a $34 million sales decrease in our military OEM programs. The timing of orders and delayed material receipts on the F-35 program decreased sales $29 million, lower volumes for foreign military programs decreased sales $19 million and the sales associated with our divested NAVAIDS business decreased sales $17 million. Partially offsetting these reductions were $16 million of higher sales across our helicopter programs, $5 million of Genesys sales and $4 million of increased activity on funded development programs. Additionally in 2022 compared to 2021, sales decreased $2 million for our military aftermarket programs. Lower orders for the F-18 program and supply chain constraints affecting other legacy aircraft programs was mostly offset by higher spares and repair activity on the V-22 and the F-15 programs.

Operating margin increased in 2022 compared to 2021. Included in this increase was the $16 million gain associated with the divestiture of our NAVAIDS business. This gain was offset by $15 million of impairment and $4 million of restructuring expenses, in our second quarter of 2022, as we resized our business and continued our portfolio shaping activities. The benefits from these actions have averaged, and are expected to average, $3 million per quarter. Excluding both the gain and charges, adjusted operating margin in 2022 was 10.1%. The adjusted margin increase as compared to 2021 was driven by a favorable sales mix in commercial aftermarket, $11 million of reduced research and development spend and incremental margin from higher commercial sales volumes.

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Space and Defense Controls

										2022 vs. 2021
(dollars in millions)	2022			2021			2020			Variance	% Variance		Variance	% Variance
Net sales	$	872		$	799		$	770			9	%		4	%
Operating profit	$	87		$	88		$	102			(2	%)		(13	%)
Operating margin	10.0		%	11.1		%	13.2		%

All values are in US Dollars.

Space and Defense Controls' net sales increased in 2022 compared to 2021, driven by continued growth within both our defense and space markets.

In 2022 compared to 2021, sales increased $68 million in our defense market. The main driver was the production ramp on our RIwP turret program, which increased sales $69 million. Also, sales for our defense components programs increased $11 million; however, this was offset by $6 million of lower international defense vehicle sales due to continued supply chain constraints and by $5 million of lower naval system sales due to the wind-down of development projects.

Additionally in 2022 compared to 2021, sales increased $5 million in our space market. Higher activity on our integrated space vehicle and advanced mission programs, and on our satellite avionics programs increased sales $24 million and $13 million, respectively. These increases were mostly offset by the wind-down of hypersonic development activity and by lower legacy launch vehicle sales.

Operating margin decreased in 2022 compared to 2021. Throughout 2022, we incurred $4 million of restructuring and inventory write-down charges as we continued our portfolio refinement activities and resized our business. We also incurred a $4 million loss associated with the divestiture of a security business. In the last quarter of 2021, we incurred $3 million of similar portfolio refinement charges. Excluding these charges in both years, the adjusted operating margins were 10.9% in 2022 and 11.4% in 2021. The resulting decline in adjusted operating margin was due to additional costs associated with our constrained supply chain and due to the COVID-19 related direct labor inefficiencies we experienced in the first half of 2022.

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Industrial Systems

										2022 vs. 2021			2021 vs. 2020
(dollars in millions)	2022			2021			2020			Variance	% Variance		Variance	% Variance
Net sales	$	907		$	892		$	909			2	%		(2	%)
Operating profit	$	72		$	86		$	80			(16	%)		7	%
Operating margin	8.0		%	9.6		%	8.8		%

All values are in US Dollars.

Industrial Systems' net sales increased in 2022 compared to 2021 despite the adverse impacts of foreign currencies. Weaker foreign currencies, primarily the Euro and the Japanese Yen relative to the U.S. Dollar, decreased sales $33 million in 2022 when compared to 2021. Excluding the impact of foreign currencies, sales increased in all of our markets except for medical.

In 2022 compared to 2021 net sales increased $10 million in our simulation and test market driven mostly by increased demand for flight training simulators. Sales also increased $8 million in our industrial automation market driven by higher demand for factory automation equipment, particularly in Europe, and sales increased $5 million in our energy market. These increases were partially offset by $8 million of lower sales for medical devices due both to supply chain constraints and as the post COVID-19 demand surge winds-down for our medical pumps and sets.

Operating margin decreased in 2022 compared to 2021. Throughout 2022, we incurred $8 million of restructuring, inventory write-downs and asset impairment charges. These charges were a result of our continued portfolio refinement activities as we resized our business, and from assets associated with Russian actions in Ukraine. In our fourth quarter of 2022, we also incurred a $15 million loss associated with the divestiture of a sonar business, which was partially offset by a $9 million gain on the sale of a building. In the last quarter of 2021, we incurred $4 million of similar portfolio refinement charges. Excluding these charges in both years, the adjusted operating margins were 9.5% in 2022 and 10.1% in 2021. The resulting decline in adjusted operating margin was due to additional costs and inflated pressures associated with our constrained supply chain.

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SEGMENT OUTLOOK

						2023 vs. 2022
(dollars in millions)	2023		2022			Variance	% Variance
Net sales:
Aircraft Controls			$	1,256			6	%
Space and Defense Controls	930		872			58	7	%
Industrial Systems	915		907			8	1	%
			$	3,036			5	%
Operating profit:
Aircraft Controls			$	124			11	%
Space and Defense Controls	115		87			28	32	%
Industrial Systems	96		72			24	33	%
			$	283			23	%
Operating margin:
Aircraft Controls	10.3	%	9.8		%
Space and Defense Controls	12.4	%	10.0		%
Industrial Systems	10.5	%	8.0		%
	11.0	%	9.3		%
Net earnings			$	155
Diluted earnings per share	5.50 - 5.90		$	4.83

All values are in US Dollars.

2023 Outlook – We expect higher sales in 2023, driven by continued market recoveries in commercial OEM and industrial programs and by investments in new products across our segments. However, expected weaker foreign currencies and the lost sales associated with our divestitures in 2022 will moderate our sales growth. We expect operating margin will increase due to operational improvements within all segments, combined with the absence of charges related to restructuring, impairments and losses associated with the sales of businesses in 2022. Excluding these charges, we also expect adjusted operating margin will increase. Net earnings in 2023 are expected to benefit from the incremental operating margin, which we expect to be partially offset by higher interest expenses due to the expected higher interest rates on our outstanding debt balances. We expect diluted earnings per share will range between $5.50 and $5.90, with a midpoint of $5.70.

2023 Outlook for Aircraft Controls – In 2023, we anticipate sales increases across all of our commercial OEM programs as the commercial aircraft market recoveries continue and as our customers match the increasing demand with increased orders. We also anticipate a slight sales increase across our military programs as higher activity on funded development programs, the F-35 program and foreign military sales are mostly offset by lower legacy programs. We expect operating margin in 2023 will increase slightly as improved factory utilization from the higher sales volume is partially offset by the absence of 2022's favorable sales mix in commercial aftermarket.

2023 Outlook for Space and Defense Controls – In 2023, we anticipate sales increases in our space programs from the continued higher activity for integrated space vehicles programs and for our launch vehicle programs. Excluding the impact of lost sales associated with our security business divestiture, we expect sales increases across our defense programs, primarily driven by the continued production ramp of our RIwP program and by defense components programs. We expect operating margin will increase in 2023 resulting from the incremental margin from higher sales volume, in addition to the absences of charges from portfolio refinements, our business sale and our incremental costs associated with our constrained supply chain.

2023 Outlook for Industrial Systems – In 2023, we anticipate sales increases across our markets, excluding an expected negative impact from continued weaker foreign currencies relative to the U.S. Dollar, and excluding the lost sales associated with our sonar business divestiture. The underlying organic sales growth is expected primarily in our flight simulation products, driven by the continued demand for flight training simulators, and in our medical device products. We expect operating margin will increase in 2023 resulting from the higher sales volumes and due to the absence of charges from our portfolio refinements, impairments and business sale.

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FINANCIAL CONDITION AND LIQUIDITY

							2022 vs. 2021			2021 vs. 2020
(dollars in millions)	2022		2021		2020		Variance	% Variance		Variance	% Variance
Net cash provided (used) by:
Operating activities	$	247	$	293	$	279		(16	%)		5	%
Investing activities	(83)		(191)		(146)		108	(56	%)	(45)	31	%
Financing activities	(135)		(87)		(143)		(48)	55	%	56	(39	%)

All values are in US Dollars.

Our available borrowing capacity and our cash flow from operations provide us with the financial resources needed to run our operations, reinvest in our business and make strategic acquisitions.

At October 1, 2022, our cash balances were $119 million which was primarily held outside of the U.S. Cash flow from our U.S. operations, together with borrowings on our credit facility, fund on-going activities, debt service requirements and future growth investments.

Operating activities

Net cash provided by operating activities decreased in 2022 compared to 2021. In 2022, accounts receivable generated $13 million less cash than the previous year, driven in part by the 787 program, where we maintained steady production levels that were higher than the rate at which Boeing took deliveries. This was mostly offset by a $100 million benefit from our Receivables Purchase Agreement ("RPA") program. Also in 2022, supply chain constraints, particularly in Industrial Systems, contributed to inventory using $48 million more in cash. Partially offsetting the increased uses of cash was a $23 million benefit from accounts payable, due to timing of payments.

We expect cash from operations in 2023 to be $280 million, an increase compared to 2022, driven primarily due to improved cash generation from net working capital.

Investing activities

Net cash used by investing activities in 2022 included $139 million of capital expenditures, as we increased investments in facilities to support growth and provide next generation manufacturing capabilities. 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.

Net cash used by investing activities in 2021 included $78 million for our acquisition of Genesys and $129 million for capital expenditures.

We expect capital expenditures in 2023 to be $150 million, as we continue to invest in facilities and infrastructure to support future growth and operational improvements.

Financing activities

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

Net cash used by financing activities in 2021 included $32 million of cash dividends, $30 million for share repurchases and $28 million of net payments on our credit facilities.

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CAPITAL STRUCTURE AND RESOURCES

We maintain bank credit facilities to fund our short and long-term capital requirements, including acquisitions. From time to time, we also sell debt and equity securities to fund acquisitions or take advantage of favorable market conditions.

Our U.S. revolving credit facility, which matures on October 15, 2024, 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 U.S. revolving credit facility had an outstanding balance of $321 million at October 1, 2022. The weighted-average interest rate on the majority of the outstanding credit facility borrowings was 4.16% and is principally based on LIBOR plus the applicable margin, which was 1.5% at October 1, 2022. The credit facility is secured by substantially all of our U.S. assets. See Note 24 - Subsequent Events, for information related to the amended and restated U.S. revolving credit facility.

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. We are in compliance with all covenants. EBITDA is defined in the loan agreement as (i) the sum of net income, interest expense, income taxes, depreciation expense, amortization expense, other non-cash items reducing consolidated net income and non-cash equity-based compensation expenses minus (ii) other non-cash items increasing consolidated net income.

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

The SECT has a revolving credit facility with a borrowing capacity of $35 million, maturing on July 26, 2024. Interest was 5.16% as of October 1, 2022 and is based on LIBOR plus a margin of 2.13%. As of October 1, 2022, there were $20 million of outstanding borrowings.

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, which commenced on June 15, 2020. 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 aggregate net proceeds were used to repay indebtedness under our U.S. bank facility, thereby increasing the unused portion of our U.S. revolving credit facility.

On November 4, 2021, we amended and restated our Receivables Purchase Agreement, which matures on November 4, 2024, allowing 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. As of October 1, 2022, the amount sold to the Purchasers and derecognized was $100 million. Each Purchaser’s share of capital accrues yield at a variable rate plus an applicable margin, which totaled 4.04% as of October 1, 2022.

Previously, we securitized certain trade receivables that were accounted for as secured borrowings (the "Securitization Program"). The Securitization Program was extended on October 29, 2021 and matured on December 29, 2021, providing up to $80 million of borrowing capacity and lowered our cost to borrow funds as compared to the U.S. revolving credit facility. Under the Securitization Program, we sold certain trade receivables and related rights to an affiliate, which in turn sold an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. The Securitization Program had a minimum borrowing requirement equal to the lesser of either 80% of our borrowing capacity or 100% of our borrowing base, which was a subset of the trade receivables sold under this agreement. Interest on the secured borrowings under the Securitization Program was based on 30-day LIBOR plus an applicable margin.

At October 1, 2022, we had $788 million of unused capacity, including $762 million from the U.S. revolving credit facility after considering standby letters of credit and other limitations. Our leverage ratio covenant limits our unused borrowing capacity to $664 million as of October 1, 2022.

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Net debt to capitalization was 33% at October 1, 2022 and 36% at October 2, 2021. The decrease in net debt to capitalization is primarily due to our net earnings, which has increased the total capitalization.

We declared and paid cash dividends of $1.03 per share on our Class A and Class B common stock in 2022.

The Board of Directors authorized a share repurchase program that authorizes repurchases for both Class A and Class B common stock, and allows us to buy up to an aggregate 3 million common shares. Under this program, since inception we have purchased approximately 730,000 shares for $55 million.

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 October 1, 2022, 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 9 - 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 $89 million, respectively. Interest on variable-rate long-term debt, assuming the rate and outstanding balances do not change from those at October 1, 2022, would be approximately $17 million annually.

Employee Benefit Plans - See Note 14 - Employee Benefit Plans, for details on our obligations and timing of expected future payments under these plans. In 2023, we have no minimum funding requirements. However, we anticipate making contributions to defined benefit pension plans of $12 million, of which approximately $5 million is for a non-qualified U.S. plan. We are unable to determine minimum funding requirements beyond 2022. 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 15 - Income Taxes, for additional details of tax obligations.

Commitments - Our current and long-term obligations for non-cancelable purchase commitments are $936 million and $178 million, respectively. See Note 23 - 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 and production level pressures from the residual impacts of the COVID-19 pandemic.

Our aerospace and defense businesses represented 70% of our 2022 sales. Within the defense market, our programs are directly affected by funding levels, which have remained relatively stable. Our commercial aircraft market, which represented 18% of our 2022 sales, is still recovering from the initial, dramatic, reductions in air travel at the onset of the COVID-19 pandemic. While domestic travel has recovered, global international travel remains below pre-pandemic levels.

Within our industrial markets, which represented 30% of our 2022 sales, our programs benefited from increased order demand within industrial automation, simulation and test and energy markets. However, as customer demand increases across these markets, we are now experiencing supply chain pressures.

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 hypersonic missiles, and we strive to embed our technologies within these high-performance military programs of the future. Aircraft production programs are typically long-term in nature, offering predictable capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Lightning II and V-22 Osprey. The large installed base of our products leads to attractive aftermarket sales and service opportunities. The tactical and strategic missile, missile defense and defense controls markets are dependent on many of the same market conditions as military aircraft, including overall military spending and program funding levels. 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, subject to presidential and congressional approval, and could increase in the near-term given the current global tensions.

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. While domestic air travel has recovered from the impact of the COVID-19 pandemic, international travel utilizing wide-body aircraft will take longer to fully recover. Furthermore, as companies and employees become accustomed to working remotely, business travel and the associated flight hours may not fully reach the pre-pandemic levels. As such, we believe Boeing and Airbus will continue to directionally match their wide-body aircraft production rates with the reduced, albeit recovering, air traffic volume, which has lowered their demand for our flight control systems. We believe the commercial OEM market's recovery is heavily dependent on the return to pre-COVID-19 global international air traffic activity levels, and therefore will face pressures for a prolonged period of time.

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. While there were initial dramatic reductions in flight hours at the onset of the COVID-19 pandemic, we have seen a recovery in the demand volume for our maintenance services and spare parts.

The space market is comprised of four customer markets: the civil market, the U.S. Department of Defense market, the commercial space market and the new 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 hypersonic defense 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. This, in turn tends to track with underlying demand for increased consumption of telecommunication services, satellite replacements and global navigation needs. The new space market is driven by investments to increase the speed and access to space through smaller satellites at reduced cost.

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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. As our industrial market continues to recover, ongoing supply chain constraints continue to impact our operations, as will potential future economic recessions.

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

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. Recently, we have seen oil prices rise above pre-pandemic levels due, in part, to global disruptions; but future energy crises could increase the market’s uncertainty.

The medical market we serve, in general, is influenced by economic conditions, regulatory environments, hospital and outpatient clinic spending on equipment, population demographics, medical advances, patient demands and the need for precision control components and systems. When the COVID-19 pandemic altered the way hospitals provided care by asking non-critical patients to recuperate at home, our medical devices products saw an increase in orders. This surge in demand has waned, as our customers have resized their inventory levels.

Foreign Currencies

We are affected by the movement of foreign currencies compared to the U.S. dollar, particularly in Aircraft Controls and Industrial Systems. About one-fifth of our 2022 sales were denominated in foreign currencies. 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 sales by $44 million compared to one year ago. During 2021, average foreign currency rates generally strengthened against the U.S. dollar compared to 2020. The translation of the results of our foreign subsidiaries into U.S. dollars increased 2021 sales by $34 million compared to 2020.

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 2022, our derivative instruments consisted of foreign currency contracts.

At October 1, 2022, we had $341 million of borrowings subject to variable interest rates. At October 1, 2022, we had no outstanding interest rate swaps. During 2022, our average borrowings subject to variable interest rates were $366 million and, therefore, if interest rates had been one percentage point higher during 2022, our interest expense would have been $4 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 $138 million outstanding at October 1, 2022 that mature at various times through March 1, 2024. These include notional amounts of $108 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 $3 million net liability at October 1, 2022. 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 October 1, 2022 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 October 1, 2022 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 2022 would have decreased or increased by $7 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)	October 1, 2022		October 2, 2021		October 3, 2020
Net sales	$	3,035,783	$	2,851,993	$	2,884,554
Cost of sales	2,211,384		2,076,270		2,118,150
Inventory write-down	3,598		—		22,708
Gross profit	820,801		775,723		743,696
Research and development	109,527		125,528		110,865
Selling, general and administrative	448,531		412,028		397,947
Interest	36,757		33,892		38,897
Asset impairment	18,053		1,500		37,839
Restructuring	9,509		—		10,700
Loss on sale of businesses	3,346		1,536		—
Gain on sale of building	(9,075)		—		—
Pension settlement	—		—		121,324
Other	1,174		(2,535)		20,707
Earnings before income taxes	202,979		203,774		5,417
Income taxes (benefit)	47,802		46,554		(3,788)
Net earnings	$	155,177	$	157,220	$	9,205
Net earnings per share
Basic	$	4.85	$	4.90	$	0.28
Diluted	$	4.83	$	4.87	$	0.28
Average common shares outstanding
Basic	31,977,482		32,112,589		33,257,684
Diluted	32,117,028		32,297,956		33,437,801

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Comprehensive Income

	Fiscal Years Ended
(dollars in thousands)	October 1,<br>2022		October 2,<br>2021		October 3,<br>2020
Net earnings	$	155,177	$	157,220	$	9,205
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment	(89,035)		10,005		26,405
Retirement liability adjustment	27,979		30,443		102,081
Change in accumulated loss (income) on derivatives	(2,426)		(2,555)		1,538
Other comprehensive income (loss), net of tax	(63,482)		37,893		130,024
Comprehensive income	$	91,695	$	195,113	$	139,229

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Balance Sheets

(dollars in thousands, except per share data)		October 2, 2021
ASSETS
Current assets
Cash and cash equivalents	103,895	$	99,599
Restricted cash		1,315
Receivables, net		945,929
Inventories, net		613,095
Prepaid expenses and other current assets		58,842
Total current assets		1,718,780
Property, plant and equipment, net		645,778
Operating lease right-of-use assets		60,355
Goodwill		851,605
Intangible assets, net		106,095
Deferred income taxes		17,769
Other assets		32,787
Total assets	3,431,841	$	3,433,169
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt	916	$	80,365
Accounts payable		200,602
Accrued compensation		112,703
Contract advances		263,686
Accrued liabilities and other		212,005
Total current liabilities		869,361
Long-term debt, excluding current installments		823,355
Long-term pension and retirement obligations		162,728
Deferred income taxes		64,642
Other long-term liabilities		112,939
Total liabilities		2,033,025
Shareholders’ equity
Common stock - par value 1.00
Class A - Authorized 100,000,000 shares		43,803
Issued 43,806,835 and outstanding 28,767,243 shares at October 1, 2022
Issued 43,803,236 and outstanding 29,220,367 shares at October 2, 2021
Class B - Authorized 20,000,000 shares. Convertible to Class A on a one-for-one basis		7,477
Issued 7,472,878 and outstanding 3,014,475 shares at October 1, 2022
Issued 7,476,477 and outstanding 2,870,372 shares at October 2, 2021
Additional paid-in capital		509,622
Retained earnings		2,237,848
Treasury shares		(1,007,506)
Stock Employee Compensation Trust		(79,776)
Supplemental Retirement Plan Trust		(63,764)
Accumulated other comprehensive loss		(247,560)
Total shareholders’ equity		1,400,144
Total liabilities and shareholders’ equity	3,431,841	$	3,433,169

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)	October 1, 2022		October 2, 2021		October 3, 2020
COMMON STOCK
Beginning and end of year	$	51,280	$	51,280	$	51,280
ADDITIONAL PAID-IN CAPITAL
Beginning of year	509,622		472,645		510,546
Issuance of treasury shares	11,570		7,478		142
Equity-based compensation expense	7,460		6,859		5,661
Adjustment to market - SECT and SERP	(12,529)		22,640		(43,704)
End of year	516,123		509,622		472,645
RETAINED EARNINGS
Beginning of year	2,237,848		2,112,734		2,128,739
Net earnings	155,177		157,220		9,205
Dividends (1)	(32,970)		(32,106)		(25,210)
End of year	2,360,055		2,237,848		2,112,734
TREASURY SHARES AT COST
Beginning of year	(1,007,506)		(990,783)		(769,569)
Class A and B shares issued related to compensation	11,326		14,139		11,887
Class A and B shares purchased	(50,832)		(30,862)		(233,101)
End of year	(1,047,012)		(1,007,506)		(990,783)
STOCK EMPLOYEE COMPENSATION TRUST ("SECT")
Beginning of year	(79,776)		(64,242)		(111,492)
Issuance of shares	13,250		679		28,768
Purchase of shares	(14,830)		(4,239)		(6,774)
Adjustment to market	7,754		(11,974)		25,256
End of year	(73,602)		(79,776)		(64,242)
SUPPLEMENTAL RETIREMENT PLAN ("SERP") TRUST
Beginning of year	(63,764)		(53,098)		(71,546)
Adjustment to market	4,775		(10,666)		18,448
End of year	(58,989)		(63,764)		(53,098)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of year	(247,560)		(285,453)		(415,477)
Other comprehensive income (loss)	(63,482)		37,893		130,024
End of year	(311,042)		(247,560)		(285,453)
TOTAL SHAREHOLDERS’ EQUITY	$	1,436,813	$	1,400,144	$	1,243,083

See accompanying Notes to Consolidated Financial Statements.

(1) Cash dividends were $1.03, $1.00 and $0.75 per share for the fiscal years ended October 1, 2022, October 2, 2021, and October 3, 2020, respectively.

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Consolidated Statements of Shareholders’ Equity, Shares

	Fiscal Years Ended
(share data)	October 1, 2022	October 2, 2021	October 3, 2020
COMMON STOCK - CLASS A
Beginning of year	43,803,236	43,799,229	43,794,935
Conversion of Class B to Class A	3,599	4,007	4,294
End of year	43,806,835	43,803,236	43,799,229
COMMON STOCK - CLASS B
Beginning of year	7,476,477	7,480,484	7,484,778
Conversion of Class B to Class A	(3,599)	(4,007)	(4,294)
End of year	7,472,878	7,476,477	7,480,484
TREASURY SHARES - CLASS A COMMON STOCK
Beginning of year	(14,157,721)	(13,959,998)	(11,101,512)
Class A shares issued related to compensation	45,201	39,227	31,943
Class A shares purchased	(501,924)	(236,950)	(2,890,429)
End of year	(14,614,444)	(14,157,721)	(13,959,998)
TREASURY SHARES - CLASS B COMMON STOCK
Beginning of year	(3,179,055)	(3,344,877)	(3,345,489)
Class B shares issued related to compensation	333,200	346,585	215,040
Class B shares purchased	(174,436)	(180,763)	(214,428)
End of year	(3,020,291)	(3,179,055)	(3,344,877)
SECT - CLASS A COMMON STOCK
Beginning and end of period	(425,148)	(425,148)	(425,148)
SECT - CLASS B COMMON STOCK
Beginning of year	(600,880)	(557,543)	(886,300)
Issuance of shares	165,592	8,683	408,641
Purchase of shares	(176,654)	(52,020)	(79,884)
End of year	(611,942)	(600,880)	(557,543)
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)	October 1, 2022		October 2, 2021		October 3, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	155,177	$	157,220	$	9,205
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	75,238		76,671		74,243
Amortization	13,151		13,488		12,729
Deferred income taxes	11,739		8,162		(40,845)
Equity-based compensation expense	8,882		7,461		5,661
Loss on sale of businesses	3,346		1,536		—
Asset impairment and Inventory write-down	21,651		1,500		60,547
Pension settlement	—		—		121,324
Other	(2,257)		(791)		9,636
Changes in assets and liabilities providing (using) cash:
Receivables	(86,867)		(73,459)		111,525
Inventories	(28,677)		19,576		(99,015)
Accounts payable	43,349		20,520		(84,065)
Contract advances	42,097		59,298		65,680
Accrued expenses	(4,445)		2,290		(3,516)
Accrued income taxes	3,070		4,653		(17,964)
Net pension and post retirement liabilities	18,093		12,503		33,305
Other assets and liabilities	(26,745)		(17,402)		20,727
Net cash provided by operating activities	246,802		293,226		279,177
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	(11,832)		(77,600)		(54,265)
Purchase of property, plant and equipment	(139,431)		(128,734)		(88,284)
Net proceeds from businesses and buildings sold	70,612		14,675		971
Other investing transactions	(2,668)		502		(4,615)
Net cash used by investing activities	(83,319)		(191,157)		(146,193)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit	840,475		799,950		1,151,550
Payments on revolving lines of credit	(827,801)		(838,936)		(1,187,159)
Proceeds from long-term debt	—		78,700		15,128
Payments on long-term debt	(80,364)		(68,080)		(74,470)
Proceeds from senior notes, net of issuance costs	—		—		491,769
Payments on senior notes	—		—		(300,000)
Payments on finance lease obligations	(2,524)		(2,156)		(1,167)
Payment of dividends	(32,970)		(32,106)		(25,210)
Proceeds from sale of treasury stock	18,414		10,866		7,014
Purchase of outstanding shares for treasury	(48,558)		(31,673)		(232,290)
Proceeds from sale of stock held by SECT	13,250		679		24,721
Purchase of stock held by SECT	(14,830)		(4,239)		(6,774)
Other financing transactions	—		—		(5,878)
Net cash used by financing activities	(134,908)		(86,995)		(142,766)
Effect of exchange rate changes on cash	(10,256)		768		2,306
Increase (decrease) in cash, cash equivalents and restricted cash	18,319		15,842		(7,476)
Cash, cash equivalents and restricted cash at beginning of year	100,914		85,072		92,548
Cash, cash equivalents and restricted cash at end of year	$	119,233	$	100,914	$	85,072

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Consolidated Statements of Cash Flows, continued
	Fiscal Years Ended
	October 1, 2022		October 2, 2021		October 3, 2020
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	34,765	$	35,220	$	38,420
Income taxes paid, net of refunds	24,047		44,043		59,053
Treasury shares issued as compensation	4,482		10,751		9,063
Equipment and property acquired through lease financing	36,897		14,894		24,904

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 year ended October 1, 2022, 52 weeks for the year ended October 2, 2021 and 53 weeks for the year ended October 3, 2020.

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.

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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.

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 2021 and 2020.

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 2022, 2021 or 2020.

Acquired Intangible Assets: Acquired identifiable intangible assets are recorded at cost and are amortized over their estimated useful lives.

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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 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.

In 2020, we recorded impairment charges on long-lived assets primarily in our Aircraft Controls and Industrial Systems segments. These charges relate to property, plant and equipment, right-of-use-assets and intangible assets that experienced significant decline in value due to economic impacts of the COVID-19 pandemic. 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 12 - Fair Value for additional disclosures relating to impairment charges recorded.

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 October 1, 2022.

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 either over time using the cost-to-cost method, or point in time method. The over-time method of revenue recognition is predominantly used in Aircraft 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 the significant risks and rewards of ownership; and the customer has accepted the asset. When control has transferred to the customer, profit is generated as cost of sales is recorded and as revenue is recognized. Inventory costs include all product manufacturing costs such as direct material, direct labor, other direct costs and indirect overhead cost allocations. Shipping and handling costs are considered costs to fulfill a contract and not considered performance obligations. They are included in cost of sales as incurred.

Revenue is recognized on contracts using the cost-to-cost method of accounting as work progresses toward completion as determined by the ratio of cumulative costs incurred to date to estimated total contract costs at completion, multiplied by the total estimated contract revenue, less cumulative revenue recognized in prior periods. We believe that cumulative costs incurred to date as a percentage of estimated total contract costs at completion is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. Changes in estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. Estimates are reviewed and updated quarterly for substantially all contracts. In 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. In 2020, we recognized revenues of $15,785 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 October 1, 2022, revenue recognized on contracts for unresolved claims or unapproved contract change orders was not material.

As of October 1, 2022, we had contract reserves of $46,547. For contracts with anticipated losses at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses. Loss reserves are more common on firm fixed-price contracts that involve, to varying degrees, the design and development of new and unique controls or control systems to meet the customers’ specifications. In accordance with ASC 606, we calculate contract losses at the contract level, versus the performance obligation level. Recall reserves are recorded when additional work is needed on completed products for them to meet contract specifications. Contract-related loss reserves are recorded for the additional work needed on completed and delivered products in order for them to meet contract specifications.

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Contract Assets and Liabilities

Unbilled receivables (contract assets) primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. These are included as Receivables on the Consolidated Balance Sheets. Contract advances (contract liabilities) relate to payments received from customers in advance of the satisfaction of performance obligations for a contract. We do not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in our industry.

Total contract assets and contract liabilities are as follows:

	October 1,<br>2022		October 2,<br>2021
Unbilled receivables	$	614,760	$	546,764
Contract advances	296,899		263,686
Net contract assets	$	317,861	$	283,078

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 October 1, 2022, we recognized $180,789 of revenue that was included in the contract liability balance at the beginning of the period.

Remaining Performance Obligations

As of October 1, 2022, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was $5,200,000. We expect to recognize approximately 44% of that amount as sales over the next twelve months and the balance thereafter.

Disaggregation of Revenue

See Note 21 - Segments, for disclosures related to disaggregation of revenue.

Note 3 - Acquisitions, Divestitures and Equity Method Investments

Acquisitions

On February 21, 2022, we acquired TEAM Accessories Limited ("TEAM") based in Dublin, Ireland for a purchase price, net of acquired cash, of $14,885, consisting of $11,832 in cash and contingent consideration with an initial fair value of $3,053. TEAM specializes in Maintenance, Repair and Overhaul ("MRO") of engine and airframe components. This operation is included in our Aircraft Controls segment. The purchase price allocation is subject to adjustments as we obtain additional information for our estimates during the measurement period.

On December 18, 2020, we acquired Genesys Aerosystems Group, Inc. ("Genesys"), headquartered in Mineral Wells, Texas for a purchase price of $77,600, net of acquired cash. Genesys designs and manufactures a full suite of electronic flight instrument systems and autopilot solutions. This operation is included in our Aircraft Controls segment.

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 $12,401 and recorded a loss of $15,379, 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 $9,823 and recorded a loss of $4,112, net of transaction costs. The loss is subject to adjustments associated with amounts currently held in escrow.

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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 received net proceeds of $35,550 and recorded a gain of $16,146, net of transaction costs. The gain is subject to adjustments associated with amounts currently held in escrow.

In the fourth quarter of 2021, we sold a non-core business of our Industrial Systems segment. We received net proceeds of $11,285 and recorded a loss of $1,536.

In the first quarter of 2021, we sold a non-core business in our Aircraft Controls segment for $2,081 in net consideration and recorded a loss of $683.

Equity Method Investments

On August 31, 2022, we contributed $1,024 to Suffolk Technologies Fund 1, L.P., a limited partnership that invests in startups to transform the construction, real estate and property maintenance industries in the U.S. As we are a limited partner in this investment, we are accounting for it using the equity method. We have a remaining on-call capital commitment of up to $6,976. This operation is included in our Industrial Systems segment.

On June 3, 2022, we increased our investment in NOVI LLC ("NOVI") by $571 and now hold a 42.5% ownership interest. NOVI specializes is applying machine learning algorithms to space situational awareness. We are accounting for this investment using the equity method. This operation is included in our Space and Defense Controls segment.

Note 4 - Receivables

Receivables consist of:

	October 1,<br>2022		October 2,<br>2021
Accounts receivable	$	363,137	$	395,674
Unbilled receivables	614,760		546,764
Other	16,973		7,842
Less allowance for credit losses	(4,608)		(4,351)
Receivables, net	$	990,262	$	945,929

Net receivables disclosed above reflects a non-cash write-down of $642 recorded for the year ended October 1, 2022 associated with Russian activities in Ukraine.

On November 4, 2021, 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.

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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 under the RPA were $522,822 for the year ended October 1, 2022. Total cash collections under the RPA were $422,822 for the year ended October 1, 2022. 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 October 1, 2022, 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 $657,658 at October 1, 2022.

Previously we securitized certain trade receivables in transactions that were accounted for as secured borrowings (the "Securitization Program"). We maintained a subordinated interest in a portion of the pool of trade receivables that were securitized. The retained interest, which is included in Receivables in the Consolidated Balance Sheets, is recorded at fair value, which approximates the total amount of the designated pool of accounts receivable. Refer to Note 9 - Indebtedness, for additional disclosures related to the Securitization Program.

Over-time contract receivables are primarily associated with prime contractors and subcontractors in connection with U.S. Government contracts, as well as commercial aircraft and satellite manufacturers. Amounts billed for over-time contracts to the U.S. Government were $18,750 at October 1, 2022 and $11,330 at October 2, 2021. Unbilled recoverable costs and accrued profits under over-time contracts to be billed to the U.S. Government were $38,020 at October 1, 2022 and $32,245 at October 2, 2021. 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. In situations where billings exceed revenues recognized, the excess is included in contract advances.

There are no material amounts of claims or unapproved change orders included in the Consolidated Balance Sheets. There are no material balances billed but not paid by customers under retainage provisions.

Concentrations of credit risk on receivables are limited to those from significant customers who are believed to be financially sound. Receivables from Boeing were $235,405 at October 1, 2022 and $209,653 at October 2, 2021 and receivables from Lockheed Martin were $99,707 at October 1, 2022 and $88,744 at October 2, 2021. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.

Note 5 - Inventories

Inventories, net of reserves, consist of:

	October 1,<br>2022		October 2,<br>2021
Raw materials and purchased parts	$	219,893	$	231,406
Work in progress	305,328		315,762
Finished goods	63,245		65,927
Inventories, net	$	588,466	$	613,095

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 October 1, 2022 and October 2, 2021.

In 2022, we have recorded impairment charges on inventory of $1,907 associated with Russian actions in the Ukraine. See Note 13 - Restructuring for additional disclosures relating to inventory write-downs.

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Note 6 - Property, Plant and Equipment

Property, plant and equipment consists of:

	October 1,<br>2022		October 2,<br>2021
Land	$	32,164	$	35,762
Buildings and improvements	496,632		506,450
Machinery and equipment	791,980		791,984
Computer equipment and software	201,960		179,066
Property, plant and equipment, at cost	1,522,736		1,513,262
Less accumulated depreciation and amortization	(853,828)		(867,484)
Property, plant and equipment, net	$	668,908	$	645,778

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. In 2020, we recorded $25,419 of impairment charges for owned and finance lease ROU assets, based on expected cash flows over the remaining life of the assets in relation to the impact of the COVID-19 pandemic.

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.

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The components of lease expense were as follows:

	2022		2021		2020
Operating lease cost	$	28,670	$	30,353	$	27,493
Finance lease cost:
Amortization of right-of-use assets	$	2,884	$	2,282	$	1,175
Interest on lease liabilities	1,057		736		367
Total finance lease cost	$	3,941	$	3,018	$	1,542

Supplemental cash flow information related to leases was as follows:

	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow for operating leases	$	28,914	$	29,926	$	24,218
Operating cash flow for finance leases	1,057		736		367
Financing cash flow for finance leases	2,524		2,156		1,167
Assets obtained in exchange for lease obligations:
Operating leases	24,659		9,426		13,738
Finance leases	12,238		5,558		11,166

Supplemental balance sheet information related to leases was as follows:

	October 1, 2022			October 2, 2021
Operating Leases
Operating lease right-of-use assets	$	69,072		$	60,355
Accrued liabilities and other	$	13,002		$	14,176
Other long-term liabilities	66,167			57,277
Total operating lease liabilities	$	79,169		$	71,453
Finance Leases
Property, plant, and equipment, at cost	$	30,614		$	19,861
Accumulated depreciation	(5,606)			(3,375)
Property, plant, and equipment, net	$	25,008		$	16,486
Accrued liabilities and other	$	3,244		$	2,014
Other long-term liabilities	23,529			15,904
Total finance lease liabilities	$	26,773		$	17,918
Weighted average remaining lease term in years
Operating leases	7.7			7.4
Finance leases	16.7			15.5
Weighted average discount rate
Operating leases	5.0		%	4.7		%
Finance leases	4.8		%	5.0		%

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Maturities of lease liabilities were as follows:

	October 1, 2022
	Operating Leases		Finance Leases
2023	$	16,684	$	4,401
2024	14,109		4,366
2025	11,799		4,193
2026	10,917		3,929
2027	9,771		3,187
Thereafter	35,430		26,279
Total lease payments	98,710		46,355
Less: imputed interest	(19,541)		(19,582)
Total	$	79,169	$	26,773

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.

The operating lease ROU assets and finance leased cost in the disclosures above as of October 2, 2021 reflect write downs of $3,696 and $1,112, respectively, based on expected cash flows over the remaining life of the assets in relation to impairment charges associated with the COVID-19 pandemic.

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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 September 28, 2019	$	176,939	$	261,684	$	345,617	$	784,240
Acquisition	—		—		25,237		25,237
Divestiture	—		—		(635)		(635)
Foreign currency translation	2,582		42		10,390		13,014
Balance at October 3, 2020	179,521		261,726		380,609		821,856
Acquisition	29,123		—		—		29,123
Divestitures	(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

Goodwill in our Space and Defense Controls segment is net of a $4,800 accumulated impairment loss at October 1, 2022. Goodwill in our Medical Devices reporting unit, included in our Industrial Systems segment, is net of a $38,200 accumulated impairment loss at October 1, 2022.

The components of intangible assets are as follows:

		October 1, 2022				October 2, 2021
	Weighted-<br>Average<br>Life (years)	Gross Carrying<br>Amount		Accumulated<br>Amortization		Gross Carrying<br>Amount		Accumulated<br>Amortization
Customer-related	11	$	135,899	$	(88,179)	$	163,215	$	(108,844)
Technology-related	9	69,856		(52,951)		82,716		(58,119)
Program-related	23	35,305		(18,817)		40,211		(19,707)
Marketing-related	8	21,925		(17,833)		28,590		(22,212)
Other	10	1,693		(1,488)		1,963		(1,718)
Intangible assets	12	$	264,678	$	(179,268)	$	316,695	$	(210,600)

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 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. In 2020, we recorded a $8,723 write down of intangible assets in our Aircraft Controls and Industrial Systems segments based on expected cash flows over the remaining life of the assets in relation to the impairment charges associated with the COVID-19 pandemic. These charges are included in asset impairment in the Consolidated Statements of Earnings.

Amortization of acquired intangible assets is as follows:

	2022		2021		2020
Acquired intangible asset amortization	$	13,106	$	13,454	$	12,524

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Based on acquired intangible assets recorded at October 1, 2022, amortization is estimated to be approximately:

	2023		2024		2025		2026		2027
Estimated future amortization of acquired intangible assets	$	11,300	$	10,500	$	9,400	$	9,200	$	8,300

Note 9 - 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:

	October 1,<br>2022		October 2,<br>2021
U.S. revolving credit facility	$	321,300	$	321,886
SECT revolving credit facility	20,000		7,000
Senior notes 4.25%	500,000		500,000
Securitization program	—		80,000
Other long-term debt	916		1,280
Senior debt	842,216		910,166
Less deferred debt issuance cost	(4,428)		(6,446)
Less current installments	(916)		(80,365)
Long-term debt	$	836,872	$	823,355

Our U.S. revolving credit facility, which matures on October 15, 2024, has a capacity of $1,100,000 and provides an expansion option, which permits us to request an increase of up to $400,000 to the credit facility upon satisfaction of certain conditions. The credit facility is secured by substantially all of our U.S. assets. The loan agreement contains various covenants which, among others, specify interest coverage and maximum leverage. We are in compliance with all covenants. The weighted-average interest rate on the majority of the outstanding credit facility borrowings is 4.16% and is principally based on LIBOR plus the applicable margin, which was 1.50% at October 1, 2022. See Note 24 - Subsequent Events, for information related to the amended and restated U.S. revolving credit facility.

The SECT has a revolving credit facility with a borrowing capacity of $35,000, maturing on July 26, 2024. Interest is based on LIBOR plus an applicable margin of 2.13%. A commitment fee is also charged based on a percentage of the unused amounts available and is not material.

At October 1, 2022, we had $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, which commenced on June 15, 2020. 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 aggregate net proceeds of $491,769 were used to repay indebtedness under our U.S. revolving credit facility, thereby increasing the unused portion of our U.S. revolving credit facility. The effective interest rate for these notes after considering the amortization of deferred debt issuance costs is 4.60%.

The Securitization Program, effectively increasing our borrowing capacity by up to $80,000, was extended on October 29, 2021 and matured on December 29, 2021. Under the Securitization Program, we sold certain trade receivables and related rights to an affiliate, which in turn sold an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. Interest for the Securitization Program was based on 30-day LIBOR plus an applicable margin. A commitment fee was also charged based on a percentage of the unused amounts available and was not material. The agreement governing the Securitization Program contained restrictions and covenants which included limitations on the making of certain restricted payments, creation of certain liens, and certain corporate acts such as mergers, consolidations and sale of substantially all assets. The Securitization Program had a minimum borrowing requirement equal to the lesser of either 80% of our borrowing capacity or 100% of our borrowing base, which was a subset of the trade receivables sold under this agreement. See Note 4 - Receivables, for information related to the amended and restated RPA, which replaced the Securitization Program.

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Maturities of long-term debt are:

	2023		2024		2025		2026		2027		Thereafter
Long-term debt maturities	$	916	$	20,000	$	321,300	$	—	$	—	$	500,000

At October 1, 2022, we had pledged assets with a net book value of $1,485,188 as security for long-term debt.

At October 1, 2022, we had $787,530 of unused short and long-term borrowing capacity, including $762,313 from the U.S. revolving credit facility.

Commitment fees are charged on some of these arrangements and on the U.S. revolving credit facility based on a percentage of the unused amounts available and are not material.

Note 10 - Other Accrued Liabilities

Other accrued liabilities consists of:

	October 1, 2022		October 2, 2021
Employee benefits	$	56,136	$	54,146
Contract reserves	46,547		58,857
Warranty accrual	23,072		26,602
Accrued income taxes	17,776		12,908
Other	71,845		59,492
Other accrued liabilities	$	215,376	$	212,005

Activity in the warranty accrual is summarized as follows:

	2022		2021		2020
Warranty accrual at beginning of period	$	26,602	$	27,707	$	28,061
Additions from acquisitions	—		990		767
Warranties issued during current period	9,227		13,937		14,820
Adjustments to pre-existing warranties	(764)		(519)		(1,779)
Reductions for settling warranties	(10,366)		(15,630)		(14,656)
Divestiture adjustment	(618)		—		—
Foreign currency translation	(1,009)		117		494
Warranty accrual at end of period	$	23,072	$	26,602	$	27,707

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Note 11 - 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 and the British pound, we had outstanding foreign currency contracts with notional amounts of $31,740 at October 1, 2022. 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 October 1, 2022, 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 October 1, 2022, 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 2022, 2021 or 2020.

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 $106,219 at October 1, 2022. 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	2022		2021		2020
Net gain (loss)
Foreign currency contracts	Other	$	(10,396)	$	648	$	1,306

Summary of derivatives

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

	Balance Sheets location	October 1, 2022		October 2, 2021
Derivatives designated as hedging instruments:
Foreign currency contracts	Other current assets	$	562	$	325
Foreign currency contracts	Other assets	165		104
	Total asset derivatives	$	727	$	429
Foreign currency contracts	Accrued liabilities and other	$	3,877	$	1,235
Foreign currency contracts	Other long-term liabilities	751		537
	Total liability derivatives	$	4,628	$	1,772
Derivatives not designated as hedging instruments:
Foreign currency contracts	Other current assets	$	679	$	226
Foreign currency contracts	Accrued liabilities and other	$	738	$	480

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Note 12 - 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	October 1, 2022		October 2, 2021
Foreign currency contracts	Other current assets	$	1,241	$	551
Foreign currency contracts	Other assets	165		104
	Total assets	$	1,406	$	655
Foreign currency contracts	Accrued liabilities and other	$	4,615	$	1,715
Foreign currency contracts	Other long-term liabilities	751		537
Acquisition contingent consideration	Other long-term liabilities	3,272		—
	Total liabilities	$	8,638	$	2,252

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

	October 1, 2022		October 2, 2021
Balance at beginning of period	$	—	$	—
Additions from acquisition	3,053		—
Increase in discounted future cash flows recorded as interest expense	219		—
Balance at end of period	$	3,272	$	—

Our only financial instrument for which the carrying value differs from its fair value is long-term debt. At October 1, 2022, the fair value of long-term debt was $775,900 compared to its carrying value of $842,216. 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.

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 of $19,960, $1,500 and $37,839 in 2022, 2021 and 2020, 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 13 - Restructuring

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.

In 2020, we initiated restructuring actions in relation to impacts of the COVID-19 pandemic. The actions resulted in workforce reductions, primarily in the Philippines, Europe and the U.S. We have recorded a total of $10,466 for severance.

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 September 28, 2019	$	—	$	27	$	4,096	$	4,123
Charged to expense - 2020 plan	3,340		185		7,175		10,700
Non-cash charges - 2020 plan	(234)		—		—		(234)
Adjustments to provision	—		(1)		(892)		(893)
Cash payments - 2020 plan	(1,859)		(185)		(828)		(2,872)
Cash payments - 2018 plan	—		(26)		(705)		(731)
Foreign currency translation	—		—		249		249
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

As of October 1, 2022, the restructuring accrual consists of $2,919 for the 2022 plan, $2,918 for the 2020 plan and $1,298 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.

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Note 14 - 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 Company's contributions and the employer match were both enhanced under the new RSP(+).

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 October 1, 2022, the participants in the RSP and RSP(+) owned 1,735,412 Class B shares.

Expense for all defined contribution plans consists of:

	2022		2021		2020
U.S. defined contribution plans	$	43,550	$	36,131	$	27,698
Non-U.S. defined contribution plans	8,157		8,890		5,965
Total expense for defined contribution plans	$	51,707	$	45,021	$	33,663

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
	2022		2021		2022		2021
Change in projected benefit obligation:
Projected benefit obligation at prior year measurement date	$	704,989	$	688,689	$	205,093	$	264,419
Service cost	19,827		22,488		4,248		5,290
Interest cost	18,246		17,103		2,413		2,277
Contributions by plan participants	—		—		184		380
Actuarial (gains) losses	(198,538)		(13,815)		(48,255)		2,224
Foreign currency exchange impact	—		—		(28,435)		68
Benefits paid	(12,845)		(8,298)		(5,136)		(5,271)
Curtailments	—		—		—		(5,690)
Settlements	—		—		(2,312)		(58,604)
Other	(733)		(1,178)		(61)		—
Projected benefit obligation at measurement date	$	530,946	$	704,989	$	127,739	$	205,093
Change in plan assets:
Fair value of assets at prior year measurement date	$	640,513	$	615,872	$	127,766	$	170,765
Actual return on plan assets	(186,536)		28,718		(17,686)		11,552
Employer contributions	5,324		5,399		8,210		8,119
Contributions by plan participants	—		—		184		380
Benefits paid	(12,845)		(8,298)		(5,136)		(5,271)
Settlements	—		—		(2,312)		(58,604)
Foreign currency exchange impact	—		—		(19,971)		825
Other	(733)		(1,178)		(61)		—
Fair value of assets at measurement date	$	445,723	$	640,513	$	90,994	$	127,766
Funded status and amount recognized in assets and liabilities	$	(85,223)	$	(64,476)	$	(36,745)	$	(77,327)
Amount recognized in assets and liabilities:
Long-term assets	$	—	$	40,873	$	10,672	$	9,266
Current and long-term pension liabilities	(85,223)		(105,349)		(47,417)		(86,593)
Amount recognized in assets and liabilities	$	(85,223)	$	(64,476)	$	(36,745)	$	(77,327)
Amount recognized in AOCIL, before taxes:
Prior service cost (credit)	$	—	$	—	$	724	$	940
Actuarial losses	160,659		158,445		13,209		49,196
Amount recognized in AOCIL, before taxes	$	160,659	$	158,445	$	13,933	$	50,136

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 $611,225 in 2022 and $832,053 in 2021. At the measurement date in 2022, our plans had fair values of plan assets totaling $536,717. The following table provides aggregate information for the pension plans, which have accumulated benefit obligations in excess of plan assets:

	October 1, 2022		October 2, 2021
Accumulated benefit obligation	$	130,315	$	223,933
Fair value of plan assets	11,231		48,884

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

	October 1, 2022		October 2, 2021
Projected benefit obligation	$	615,339	$	256,084
Fair value of plan assets	482,700		64,143

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
	2022		2021		2020		2022		2021		2020
Assumptions for net periodic benefit cost:
Service cost discount rate	3.3	%	3.1	%	3.5	%	2.0	%	1.5	%	1.6	%
Interest cost discount rate	2.7	%	2.6	%	2.9	%	1.7	%	1.2	%	1.3	%
Return on assets	5.0	%	5.0	%	4.5	%	2.9	%	3.2	%	2.7	%
Rate of compensation increase	3.5	%	3.3	%	2.9	%	3.0	%	2.6	%	2.1	%
Assumptions for benefit obligations:
Discount rate	5.5	%	3.2	%	3.0	%	4.4	%	1.8	%	1.4	%
Rate of compensation increase	3.8	%	3.5	%	3.3	%	3.1	%	2.8	%	2.2	%

Pension plan investment policies and strategies are developed on a plan specific basis, which varies by country. The overall objective for the long-term expected return on both domestic and international plan assets is to earn a rate of return over time to meet anticipated benefit payments in accordance with plan provisions. The long-term investment objective of both the domestic and international retirement plans is to maintain the economic value of plan assets and future contributions by producing positive rates of investment return after subtracting inflation, benefit payments and expenses. Each of the plan’s strategic asset allocations is based on this long-term perspective and short-term fluctuations are viewed with appropriate perspective.

The U.S. qualified defined benefit plan’s assets are invested for long-term investment results. To accommodate the long-term investment horizon while providing appropriate liquidity, the plan maintains a liquid cash reserve sufficient to allow the plan to meet its benefit payment, fee and expense obligations. Its assets are broadly diversified to help alleviate the risk of adverse returns in any one security or investment class. The international plans’ assets are invested in both low-risk and high-risk investments in order to achieve the long-term investment strategy objective. Investment risks for both domestic and international plans are considered within the context of the entire asset allocation, rather than on a security-by-security basis.

The U.S. qualified defined benefit plan and certain international plans have investment committees that are responsible for formulating investment policies, developing manager guidelines and objectives and approving and managing qualified advisors and investment managers. The guidelines established for each of the plans define permitted investments within each asset class and apply certain restrictions such as limits on concentrated holdings in order to meet overall investment objectives.

Pension obligations and the related costs are determined using actuarial valuations that involve several assumptions. The return on assets assumption reflects the average rate of return expected on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. In determining the return on assets assumption, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and to provide adequate liquidity to meet immediate and future benefit payment requirements.

In determining our U.S. pension expense for 2022, we assumed an average rate of return on U.S. pension assets of approximately 5.0% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return was based on the actual asset allocation of 35% in equity securities and 65% in fixed income securities at October 2, 2021. In determining our non-U.S. pension expense for 2022, we assumed an average rate of return on non-U.S. pension assets of approximately 2.9% measured over a planning horizon with reasonable and acceptable levels of risk. The rate of return assumed an average asset allocation of 30% in equity securities and 70% in fixed income securities and other investments.

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The weighted average asset allocations by asset category for the pension plans as of October 1, 2022 and October 2, 2021 are as follows:

	U.S. Plans			Non-U.S. Plans
	Target	2022<br>Actual	2021<br>Actual	Target	2022<br>Actual	2021<br>Actual
Asset category:
Equity	30%-40%	30%	35%	20%-40%	26%	32%
Fixed Income	60%-70%	70%	65%	50%-70%	65%	63%
Other	—%	—%	—%	5%-15%	9%	5%

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 12 - Fair Value, as of October 1, 2022 and October 2, 2021.

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	U.S. Plans, October 2, 2021	Level 1	Level 2	Level 3	Total
---	---	---	---	---	---	---	---	---
Investments at fair value:
Shares of registered investment companies:
Equity funds	$	200,929	$	—	$	—	$	200,929
Fixed income funds	261,945		—		—		261,945
Money market funds	—		17,905		—		17,905
Cash and cash equivalents	—		7,370		—		7,370
Total investments in fair value hierarchy	462,874		25,275		—		488,149
Investments measured at NAV practical expedient (1)							152,364
Total investments at fair value	$	462,874	$	25,275	$	—	$	640,513	Non-U.S. Plans, October 2, 2021	Level 1	Level 2	Level 3	Total
---	---	---	---	---	---	---	---	---
Investments at fair value:
Mutual funds:
Equity funds	$	—	$	6,971	$	—	$	6,971
Fixed income funds	—		8,152		—		8,152
Equity securities	9,843		—		—		9,843
Fixed income securities	—		18,594		—		18,594
Collective investment trusts	—		21,681		—		21,681
Unit linked life insurance funds	—		58,643		—		58,643
Money market funds	—		542		—		542
Cash and cash equivalents	349		—		—		349
Insurance contracts and other	—		—		2,991		2,991
Total investments at fair value	$	10,192	$	114,583	$	2,991	$	127,766

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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 3, 2020	$	56,461
Return on assets	2,882
Purchases from contributions to Plans	1,914
Settlements paid in cash	(59,180)
Foreign currency translation	914
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

The following table summarizes investments measured at fair value based on NAV per share as of October 1, 2022:

	Fair Value
	October 1, 2022		October 2, 2021		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Collective investment trusts	$	119,470	$	128,941	$	—	Daily	5 days
Limited partnerships (1)	16,430		23,423		4,444		Varies	10-45 days
Total	$	135,900	$	152,364	$	4,444

(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 all defined benefit plans is as follows:

	U.S. Plans						Non-U.S. Plans
	2022		2021		2020		2022		2021		2020
Service cost	$	19,827	$	22,488	$	23,033	$	4,248	$	5,290	$	6,771
Interest cost	18,246		17,103		30,597		2,413		2,277		2,785
Expected return on plan assets	(29,803)		(30,543)		(44,084)		(3,401)		(4,102)		(4,577)
Amortization of prior service cost	—		—		133		58		45		(3)
Amortization of actuarial loss	15,586		13,721		25,316		3,877		5,568		4,943
Curtailment gain	—		—		—		—		(5,830)		100
Settlement (gain) loss	—		—		121,324		280		(44)		676
Total expense for defined benefit plans	$	23,856	$	22,769	$	156,319	$	7,475	$	3,204	$	10,695

On September 16, 2020, we entered into an agreement to purchase a single premium non-participating group annuity contract and transferred the future benefit obligations and annuity administration for certain retirees and beneficiaries in our qualified U.S defined benefit pension plan. This settlement resulted in a one-time settlement charge of $121,324.

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

	U.S. Plans		Non-U.S. Plans
2023	$	16,407	$	7,173
2024	20,225		5,888
2025	23,757		6,408
2026	27,184		7,371
2027	30,192		6,678
Five years thereafter	195,782		38,300

We presently anticipate contributing approximately $5,200 to the SERP Trust for the non-qualified plan and $6,500 to the non-U.S. plans in 2023.

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 2022 and 2021 are shown in the following table:

	October 1, 2022		October 2, 2021
Change in Accumulated Postretirement Benefit Obligation (APBO):
APBO at prior year measurement date	$	6,281	$	9,274
Service cost	33		52
Interest cost	90		124
Contributions by plan participants	559		553
Benefits paid	(478)		(464)
Actuarial (gains) losses	(2,811)		(3,258)
APBO at measurement date	$	3,674	$	6,281
Funded status	$	(3,674)	$	(6,281)
Accrued postretirement benefit liability	$	3,674	$	6,281
Amount recognized in AOCIL, before taxes:
Actuarial gains	7,579		6,042
Amount recognized in AOCIL, before taxes	$	7,579	$	6,042

The cost of the postretirement benefit plan is as follows:

	2022		2021		2020
Service cost	$	33	$	52	$	55
Interest cost	90		124		211
Amortization of prior service credit	—		—		(259)
Amortization of actuarial gain	(1,274)		(513)		(607)
Net periodic postretirement benefit income	$	(1,151)	$	(337)	$	(600)

As of the measurement date, the assumed discount rate used in the accounting for the postretirement benefit obligation was 5.2% in 2022, 2.5% in 2021 and 2.3% in 2020. The assumed service cost discount rate and interest cost discount rate used in the accounting for the net periodic postretirement benefit cost were 2.7% and 1.5%, respectively in 2022, 2.5% and 1.4%, respectively in 2021 and 3.1% and 2.5%, respectively in 2020.

For measurement purposes, a 7.5% annual per capita rate of increase of medical and drug costs were assumed for 2023, 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 $32,993, $34,257 and $21,968 in 2022, 2021 and 2020, respectively.

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Note 15 - 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:

	2022			2021			2020
Earnings before income taxes:
Domestic	$	151,870		$	141,665		$	1,126
Foreign	51,109			62,109			4,291
Total	$	202,979		$	203,774		$	5,417
Federal statutory income tax rate	21.0		%	21.0		%	21.0		%
Increase (decrease) in income taxes resulting from:
Impacts of Tax Act	(0.4)		%	(1.2)		%	(96.4)		%
Revaluation of deferred taxes	—		%	1.6		%	(21.6)		%
Withholding taxes	0.6		%	0.4		%	27.5		%
Reversal of indefinite reinvestment assertion	—		%	0.2		%	(2.9)		%
R&D and foreign tax credits	(5.4)		%	(4.6)		%	(102.8)		%
Divestiture impacts	2.3		%	—		%	—		%
Foreign tax rates	4.5		%	4.4		%	76.0		%
Equity-based compensation	(0.2)		%	(0.1)		%	(6.5)		%
Change in valuation allowance for deferred taxes	(2.3)		%	(1.6)		%	21.1		%
State taxes, net of federal benefit	1.9		%	2.1		%	(1.9)		%
Other	1.6		%	0.6		%	16.6		%
Effective income tax rate	23.6		%	22.8		%	(69.9)		%

Our accounting policy is to treat tax on the Global Intangible Low-Tax Income ("GILTI") as a current period cost included in tax expenses the year incurred. As such, we don't measure the impact of the GILTI in our determination of deferred taxes. In 2022, we recorded $443 of GILTI tax and received a benefit of $646 related to the Foreign-Derived Intangible Income deduction. In 2022, we also recorded a tax benefit for provision to return adjustments of $4,871 primarily related to domestic research and development tax credits. In addition, we recorded a current year expense of $1,700 for a total accrual of $9,283 for taxes on undistributed earnings not considered permanently reinvested.

During 2022, 2021 and 2020, we repatriated available unremitted earnings from various foreign subsidiaries that were previously taxed under the Tax Act of $37,986, $41,987 and $23,001, 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:

	2022		2021		2020
Current:
Federal	$	6,270	$	9,907	$	14,789
Foreign	26,730		23,801		18,997
State	3,063		4,684		3,271
Total current	36,063		38,392		37,057
Deferred:
Federal	8,076		4,625		(35,603)
Foreign	1,742		2,898		(1,843)
State	1,921		639		(3,399)
Total deferred	11,739		8,162		(40,845)
Income taxes (benefit)	$	47,802	$	46,554	$	(3,788)

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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:

	October 1,<br>2022		October 2,<br>2021
Deferred tax assets:
Benefit accruals	$	65,863	$	68,657
Inventory reserves	30,053		31,900
Tax benefit carryforwards	10,885		15,434
Contract reserves not currently deductible	10,447		13,294
Lease liability	18,473		16,997
Other accrued expenses	14,824		10,983
Total gross deferred tax assets	150,545		157,265
Less valuation allowance	(8,650)		(13,896)
Total net deferred tax assets	$	141,895	$	143,369
Deferred tax liabilities:
Differences in bases and depreciation of property, plant and equipment	$	167,990	$	164,591
Pension	28,802		25,661
Total gross deferred tax liabilities	196,792		190,252
Net deferred tax liabilities	$	(54,897)	$	(46,883)

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

At October 2, 2022, foreign tax loss carryforwards total $19,953 with expirations ranging from 2023 to indefinite life. We have $245 and $5,988 of federal and state tax credit carryforward with expirations of 2031 and 2027 to indefinite life, respectively. The change in the valuation allowance primarily relates to tax benefit carryforwards that were utilized during 2022.

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. We expensed interest and penalties of $43 related to $848 of unrecognized tax benefits in 2022.

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.

The Inflation Reduction Act ("the Act") was signed into law on August 16, 2022. We evaluated the Act and have determined the we do not expect it to have a material impact on our financial statements and related disclosures.

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Note 16 - Earnings per Share

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

	2022	2021	2020
Basic weighted-average shares outstanding	31,977,482	32,112,589	33,257,684
Dilutive effect of equity-based awards	139,546	185,367	180,117
Diluted weighted-average shares outstanding	32,117,028	32,297,956	33,437,801	Anti-dilutive shares from equity-based awards	50,320	50,012	136,323
---	---	---	---

Note 17 - 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 October 1, 2022 are as follows:

	Shares
Conversion of Class B to Class A shares	7,472,878
Employee Stock Purchase Plan	1,466,247
2014 Long Term Incentive Plan	1,701,956
2008 Stock Appreciation Rights Plan	1,083,790
Class A and B shares reserved for issuance	11,724,871

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 October 1, 2022, in addition to the shares reserved for issuance upon the exercise of outstanding equity awards, there were 737,625 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 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 October 1, 2022, the total remaining authorization for future common share repurchases under our program is 2,269,930 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 are not included in this program. During 2021, we repurchased 155,963 of our Class A and Class B common stock for $10,193. During 2020, we repurchased 2,881,116 of our Class A and Class B common stock for $215,776. As of October 1, 2022, there are no shares remaining for future common share repurchases under this program.

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Note 18 - 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 2022, we granted awards in the form of stock appreciations rights ("SARs"), 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:

	2022		2021		2020
Stock appreciation rights	$	2,370	$	2,345	$	2,643
Performance-based restricted stock units	1,718		1,151		221
Time vested restricted stock units	1,423		602		—
Restricted stock awards	850		730		680
Employee stock purchase plan	2,521		2,633		2,117
Total compensation cost before income taxes	$	8,882	$	7,461	$	5,661
Income tax benefit	$	970	$	893	$	677

Stock Appreciation Rights

The fair value of SARs granted was estimated on the date of grant using the Black-Scholes option-pricing model. The following table provides the range of assumptions used to value awards and the weighted-average fair value of the awards granted.

	2022			2021			2020
Expected volatility	39% - 40%			38% - 41%			27% - 28%
Risk-free rate	1.3		%	0.4% - 0.5%			1.7% - 1.8%
Expected dividends	1.2		%	1.4		%	1.2		%
Expected term	5-6 years			5-6 years			5-6 years
Weighted-average fair value of awards granted	$	27.86		$	23.11		$	21.45

To determine expected volatility, we generally use historical volatility based on daily closing prices of our Class A and Class B common stock over periods that correlate with the expected terms of the awards granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the appropriate expected term of the awards granted. Expected dividends are based on our history and expectation of dividend payouts. The expected term of equity-based awards is based on vesting schedules, expected exercise patterns and contractual terms.

The number of shares received upon the exercise of a SAR is equal in value to the difference between the fair market value of the common stock on the exercise date and the exercise price of the SAR. The term of a SAR may not exceed ten years from the grant date. The exercise price of SARs and options, determined by a committee of the Board of Directors, may not be less than the fair value of the common stock on the grant date.

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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 2, 2021	883,423	$	69.37
Granted in 2022	91,788	83.00
Exercised in 2022	(108,390)	46.72
Expired in 2022	(6,963)	70.15
Forfeited in 2022	(1,355)	80.43
Outstanding at October 1, 2022	858,503	$	73.67	5.1 years	$	3,085,580
Exercisable at October 1, 2022	666,816	$	71.65	4.2 years	$	3,085,580

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 $70.35 and Class B common stock of $71.40 as of October 1, 2022. 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	2022		2021		2020
Intrinsic value of SARs exercised	$	3,777	$	3,833	$	2,665
Total fair value of SARs vested	$	2,346	$	2,558	$	2,825

As of October 1, 2022, total unvested compensation expense associated with SARs amounted to $2,663 and will be recognized over a weighted-average period of two years.

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 2022 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 2, 2021	59,505	$	80.12
Granted in 2022	30,836	83.00
Vested in 2022	(31,404)	85.95
Forfeited in 2022	(493)	79.67
Nonvested at October 1, 2022	58,444	$	78.41

As of October 1, 2022, total unvested compensation expense associated with nonvested PSUs amounted to $2,469 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 2020 that vested based on the achievement of performance targets in 2022, will be approximately 14,500 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 2, 2021	26,702	$	77.18
Granted in 2022	30,803	83.00
Vested in 2022	(8,305)	83.00
Forfeited in 2022	(458)	76.38
Period increase (decrease) in 2022	5,817	n/a
Nonvested at October 1, 2022	54,559	$	71.40

As of October 1, 2022, total unvested compensation expense associated with nonvested TVAs amounted to $2,558 and will be recognized over a weighted-average period of two years.

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 21,400 shares, based on our closing price of Class B common stock of $71.40 as of October 1, 2022.

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 18,594 RSAs granted and vested in 2022 at a price of $82.79 resulting in a fair value of the RSAs vested of $1,539.

Employee Stock Purchase Plan

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

Employee Stock Purchase Plan	2022		2021		2020
Shares issued	139,121		141,647		119,470
Weighted-average price per share	$	67.91	$	58.52	$	58.71

Note 19 - 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 RSP, RSP(+) and 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 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 20 - 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 3, 2020	$	(102,994)	$	(183,653)	$	1,194	$	(285,453)
OCI before reclassifications	12,559		21,958		(1,277)		33,240
Amounts reclassified from AOCIL	(2,554)		8,485		(1,278)		4,653
OCI, net of tax	10,005		30,443		(2,555)		37,893
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)

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	2022		2021
Retirement liability:
Prior service cost		$	58	$	45
Actuarial losses		18,189		18,776
Curtailment gain		—		(5,830)
Settlement (gain) loss		280		(44)
Reclassification from AOCIL into earnings		18,527		12,947
Tax effect		(4,393)		(4,462)
Net reclassification from AOCIL into earnings		$	14,134	$	8,485
Derivatives:
Foreign currency contracts	Sales	$	996	$	(130)
Foreign currency contracts	Cost of sales	1,044		(1,535)
Reclassification from AOCIL into earnings		2,040		(1,665)
Tax effect		(435)		387
Net reclassification from AOCIL into earnings		$	1,605	$	(1,278)

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

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

	2022		2021
Retirement liability:
Net actuarial gain during period	$	15,521	$	26,157
Tax effect	(1,676)		(4,199)
Net deferral in AOCIL of retirement liability	$	13,845	$	21,958
Derivatives:
Foreign currency contracts	$	(5,190)	$	(1,668)
Net loss	(5,190)		(1,668)
Tax effect	1,159		391
Net deferral in AOCIL of derivatives	$	(4,031)	$	(1,277)

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Note 21 - 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.

We are currently working on the KC-46 military air refueling tanker, MQ-25 aerial refueling drone and classified military development work on the military side, and the COMAC C919 on the commercial side. Typically development programs require concentrated periods of research and development by our engineering teams, while production programs are generally long-term manufacturing efforts that extend for as long as the aircraft builder receives new orders.

Our large military programs include the F-35 Joint Strike Fighter, F/A-18E/F Super Hornet, the V-22 Osprey tiltrotor and the Black Hawk UH-60/Seahawk SH-60 helicopter, while our large commercial production programs include the full line of Boeing 7-series aircraft, Airbus A320, A330 and A350XWB and a variety of business jets.

Aftermarket sales, which represented 30%, 27% and 30% of 2022, 2021 and 2020 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. Programs of note include Atlas, Vulcan, Space Launch System (SLS), LauncherOne, Minute Man III, Trident, and a variety of other platforms. We have also developed a family of orbital maneuvering vehicles (OMV) and spacecraft bus platforms that have their own avionics, power, propulsion, and communications systems. The Moog Evolved Secondary Payload Adapter (ESPA) is used as the structure of the OMV and has also enabled the rideshare market for many years. 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. The SMS plays a critical role in supporting the U.S. Special Operations Command (USSOCOM) Armed Overwatch Program. We provide 24/7 support service for Unmanned Aerial System (UAS) detection, enforcing the Federal Aviation Administration (FAA) restricted airspace for NASA's Kennedy Space Center. 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 U.S. Los Angeles, Seawolf, Virginia, Ohio and Columnia Class. Our torpedo actuation can be found on the MK48 heavyweight torpedo. All our defense solutions are supported by Moog Total Support for defense sustainment services.

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. Other industrial automation applications we serve include material handling and paper mills.

In the simulation and test market, we supply electromechanical motion simulation bases for the flight simulation and training applications. We also supply custom test systems and controls for automotive, structural and fatigue testing.

In the energy market, we supply solutions for power generation applications which allow for precise control and greater safety of fuel metering and guide vane positioning on steam and gas turbines. We also design and manufacture high reliability systems and components for applications in oil and gas exploration and production, including downhole drilling, topside and subsea environments. We supply high-reliability components for wind turbine applications.

In the medical market, we supply components and systems for diagnostic imaging CT scan medical equipment, sleep apnea equipment, oxygen concentrators, infusion therapy and enteral clinical nutrition.

Our components product categories include hydraulics, slip rings, rotary unions and fiber optic rotary joints, motors and infusion and enteral pumps and associated sets across similar markets.

Hydraulic components include high-performance servo valves with mechanical or electronic feedback, high-dynamic performance hydraulic servo pumps, energy-efficient electro hydrostatic actuators and complex hydraulic manifold systems.

Slip rings, rotary unions and fiber optic rotary joints come in a range of sizes that allow them to be used in many applications, including diagnostic imaging CT scan medical equipment, construction equipment, remotely operated vehicles and floating platforms for offshore oil exploration, surveillance cameras and wind turbines.

Electric motors are used in an equally broad range of solutions, many of which are the same as for slip rings. We design and manufacture a series of fractional horsepower brushless motors that provide extremely low acoustic noise and reliable long life operation, with the largest programs being sleep apnea equipment and data center cooling. Industrial customers use our motors for material handling and electric pumps.

Infusion therapy products include infusion pumps and associated administration sets. They offer IV, intra-arterial, subcutaneous or epidural flow of fluids and precise medicine delivery and can be applied to many applications, including hydration, nutrition, patient-controlled analgesia, local anesthesia, chemotherapy and antibiotics.

Enteral clinical nutrition products include a complete line of portable and stationary pumps along with disposable sets. They are designed for ease of use and mobility. Medical customers use our enteral feeding products in the delivery of enteral nutrition for patients in their own homes, hospitals and long-term care facilities.

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Disaggregation of net sales by segment are as follows:

Market Type	2022		2021		2020
Net sales:
Military	$	745,376	$	781,921	$	721,024
Commercial	511,085		379,317		484,726
Aircraft Controls	1,256,461		1,161,238		1,205,750
Space	337,773		332,946		294,254
Defense	534,570		466,289		475,860
Space and Defense Controls	872,343		799,235		770,114
Energy	125,574		120,173		127,693
Industrial Automation	435,074		427,076		405,291
Simulation and Test	99,815		89,459		102,600
Medical	246,516		254,812		273,106
Industrial Systems	906,979		891,520		908,690
Net sales	$	3,035,783	$	2,851,993	$	2,884,554
Customer Type	2022		2021		2020
---	---	---	---	---	---	---
Net sales:
Commercial	$	511,085	$	379,317	$	484,726
U.S. Government (including OEM)	566,855		617,034		593,093
Other	178,521		164,887		127,931
Aircraft Controls	1,256,461		1,161,238		1,205,750
Commercial	111,569		126,751		133,715
U.S. Government (including OEM)	704,675		614,984		571,045
Other	56,099		57,500		65,354
Space and Defense Controls	872,343		799,235		770,114
Commercial	891,238		865,269		877,148
U.S. Government (including OEM)	7,565		18,510		23,184
Other	8,176		7,741		8,358
Industrial Systems	906,979		891,520		908,690
Commercial	1,513,892		1,371,337		1,495,589
U.S. Government (including OEM)	1,279,095		1,250,528		1,187,322
Other	242,796		230,128		201,643
Net sales	$	3,035,783	$	2,851,993	$	2,884,554
Revenue Recognition Method	2022		2021		2020
---	---	---	---	---	---	---
Net sales:
Over-time	$	1,003,432	$	939,251	$	1,018,190
Point in time	253,029		221,987		187,560
Aircraft Controls	1,256,461		1,161,238		1,205,750
Over-time	806,994		746,613		700,068
Point in time	65,349		52,622		70,046
Space and Defense Controls	872,343		799,235		770,114
Over-time	121,405		122,066		152,366
Point in time	785,574		769,454		756,324
Industrial Systems	906,979		891,520		908,690
Over-time	1,931,831		1,807,930		1,870,624
Point in time	1,103,952		1,044,063		1,013,930
Net sales	$	3,035,783	$	2,851,993	$	2,884,554

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Operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense, non-service pension expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, manpower or profit. Operating profit by segment and reconciliations to consolidated amounts are as follows:

	2022		2021		2020
Operating profit:
Aircraft Controls	$	123,620	$	96,678	$	34,670
Space and Defense Controls	86,844		88,333		101,667
Industrial Systems	72,384		85,948		80,025
Total operating profit	282,848		270,959		216,362
Deductions from operating profit:
Interest expense	36,757		33,892		38,897
Equity-based compensation expense	8,882		7,461		5,661
Pension settlement	—		—		121,324
Non-service pension expense (income)	6,072		(2,194)		15,231
Corporate and other expenses, net	28,158		28,026		29,832
Earnings before income taxes	$	202,979	$	203,774	$	5,417
Depreciation and amortization:
Aircraft Controls	$	42,337	$	41,580	$	39,782
Space and Defense Controls	19,399		18,655		18,039
Industrial Systems	26,515		29,731		28,644
Corporate	138		193		507
Total depreciation and amortization	$	88,389	$	90,159	$	86,972
Identifiable assets:
Aircraft Controls	$	1,469,968	$	1,471,338	$	1,322,335
Space and Defense Controls	873,341		839,783		761,874
Industrial Systems	1,046,754		1,078,025		1,102,222
Corporate	41,778		44,023		39,400
Total assets	$	3,431,841	$	3,433,169	$	3,225,831
Capital expenditures:
Aircraft Controls	$	70,526	$	63,514	$	47,954
Space and Defense Controls	44,255		39,863		22,505
Industrial Systems	24,620		25,338		17,700
Corporate	30		19		125
Total capital expenditures	$	139,431	$	128,734	$	88,284

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

	2022		2021		2020
Net sales:
United States	$	2,041,952	$	1,935,626	$	1,873,667
Germany	164,388		148,739		175,598
Japan	87,435		108,813		159,025
Other	742,008		658,815		676,264
Net sales	$	3,035,783	$	2,851,993	$	2,884,554
Property, plant and equipment, net:
United States	$	466,427	$	438,851	$	389,454
United Kingdom	61,950		62,662		58,888
Philippines	32,905		35,851		37,270
Other	107,626		108,414		114,886
Property, plant and equipment, net	$	668,908	$	645,778	$	600,498

Sales to Boeing were $339,119, $345,907 and $402,960, or 11%, 12% and 14% of sales, in 2022, 2021 and 2020, respectively, including sales to Boeing Commercial Airplanes of $139,615, $118,549 and $206,648 in 2022, 2021 and 2020, respectively. Sales to Lockheed Martin were $260,902, $330,778 and $366,609, or 9%, 12% and 13% in 2022, 2021 and 2020, respectively. Sales arising from U.S. Government prime or sub-contracts, including military sales to Boeing and Lockheed Martin, were $1,279,095, $1,250,528 and $1,187,322 in 2022, 2021 and 2020, respectively. Sales to Boeing, Lockheed Martin and the U.S. Government and its prime- or sub-contractors are made primarily from our Aircraft Controls and Space and Defense Controls segments.

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Note 22 - Related Party Transactions

John Scannell, Moog's Chairman of the Board of Directors and Chief Executive Officer, is a member of the Board of Directors of M&T Bank Corporation and M&T Bank. We currently engage with M&T Bank in the ordinary course of business for various financing activities, all of which were initiated prior to the election of Mr. Scannell to the Board. M&T Bank provides credit extension for routine purchases, which totaled $14,284, $14,176 and $15,533 for 2022, 2021 and 2020, respectively. At October 1, 2022, we held outstanding leases with a total original cost of $16,609. At October 1, 2022, outstanding deposits on our behalf for future equipment leases totaled $2,445. 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 9 - 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 14 - Employee Benefit Plans.

Note 23 - 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 $20,450 of standby letters of credit issued by a bank to third parties on our behalf at October 1, 2022. Purchase commitments outstanding at October 1, 2022 are $1,113,990 including $64,594 for property, plant and equipment.

Note 24 - Subsequent Events

On October 27, 2022, we entered into the Sixth Amended and Restated Loan Agreement (the "Agreement") amending the terms of the Company's Fifth Amended and Restated Loan Agreement. Among other matters, the Agreement extended the maturity of the credit facility from October 15, 2024 to October 27, 2027.

On November 3, 2022, the Board of Directors declared a $0.26 per share quarterly dividend payable on issued and outstanding shares of our Class A and Class B common stock on December 5, 2022 to shareholders of record at the close of business on November 18, 2022.

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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 October 1, 2022 and October 2, 2021, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 1, 2022, 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 October 1, 2022 and October 2, 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 1, 2022, 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 October 1, 2022, 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, 2022 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 Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were 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 October 1, 2022, the Company recognized revenue of $1.9 billion or 64% of total net sales on this basis. 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. 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, 2022

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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 October 1, 2022 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 October 1, 2022.

We completed one acquisition in 2022, which was excluded from our management’s report on internal control over

financial reporting as of October 1, 2022. On February 21, 2022, we acquired TEAM Accessories Limited. This acquisition is included in our 2022 consolidated financial statements and constituted $19.7 million and $12.3 million of total and net assets, respectively, as of October 1, 2022 and $3.9 million and $.6 million of revenues and net loss, respectively, for the year then ended.

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/ JOHN R. SCANNELL
John R. Scannell
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 October 1, 2022, 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 October 1, 2022, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TEAM Accessories Limited, which is included in the 2022 consolidated financial statements of the Company and constituted $19.7 million and $12.3 million of total and net assets, respectively, as of October 1, 2022 and $3.9 million and ($0.6) million of net sales and net earnings, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TEAM Accessories Limited.

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 October 1, 2022 and October 2, 2021, the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 1, 2022, and the related notes and financial statement schedule listed in the Index at Item 15 (2) and our report dated November 14, 2022 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, 2022

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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 Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

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 14, 2022, the Board of Directors approved the Moog Inc. 2023 Management Short Term Incentive Plan, that is effective beginning with the Company's 2023 fiscal year (the "STI plan"). The bonuses earned under the STI Plan are based on performance against an adjusted earnings before interest, taxes, depreciation and amortization performance metric. 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 10.26 to this Annual Report on Form 10-K and incorporated by reference herein.

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 2022 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 2022 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 2022 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.

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 2022 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 2022 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 2022 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 2022 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 2022 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 2022 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 2022 Proxy Statement and is incorporated herein by reference.

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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.

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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	Restated By-laws of Moog Inc., dated November 15, 2021 , as amended.	10-K	November 15, 2021
	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	Fifth 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 15, 2019.	8-K	October 21, 2019
10.3	First Amendment of the Fifth Amended and Restated Loan Agreement between Moog Inc. and the Lenders and HSBC Bank USA, National Association, as Administrative Agent for the Lenders.		X
10.4	Second Amendment of the Fifth Amended and Restated Loan Agreement between Moog Inc. and the Lenders and HSBC Bank USA, National Association, as Administrative Agent for the Lenders.		X
10.5	Sixth Amended and Restated Loan Agreement between Moog Inc. and the Lenders and HSBC Bank USA, National Association, as Administrative Agent for the Lenders dated as of October 27, 2022.	8-K	November 1, 2022
10.6	Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank, N.A. dated September 3, 2019.		X
10.7	First Amendment to the Credit Agreement by and between Moog Inc. Stock Employee Compensation Trust and Citizens Bank of Pennsylvania dated July 26, 2018.		X
	Management Contracts or Compensatory Plan or Arrangement
10.8	2008 Stock Appreciation Rights Plan.	14A	December 10, 2007
10.9	First Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan .	14A	December 13, 2012
10.10	Second Amendment to the Moog Inc. 2008 Stock Appreciation Rights Plan.	8-K	December 26, 2012
10.11	Form of Stock Appreciation Rights Award Agreement under 2008 Stock Appreciation Rights Plan .	10-K	November 25, 2008
10.12	2014 Long Term Incentive Plan.	14A	December 12, 2014
10.13	First Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2015.		X
10.14	Second Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 15, 2016.		X
10.15	Third Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 11, 2019.		X
10.16	Fourth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 17, 2020.		X
10.17	Fifth Amendment to the Moog Inc. 2014 Long Term Incentive Plan, effective November 16, 2021.	10-Q	January 28, 2022
10.18	Form of Stock Appreciation Rights Award Agreement under the 2014 Long Term Incentive Plan.	8-K	November 20, 2015
10.19	Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan.	8-K	November 20, 2015
10.20	Form of Restricted Stock Unit Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 15, 2021).	10-K	November 15, 2021
10.21	Form of Stock Appreciation Rights Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 15, 2021).	10-K	November 15, 2021
10.22	Form of Time Vested Award Agreement under the 2014 Long Term Incentive Plan (for awards granted on or after November 17, 2020).	10-K	November 15, 2021
10.23	Moog Inc. Management Short Term Incentive Plan, dated September 29, 2017.	8-K	October 5, 2017

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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.		X
10.27	Moog Inc. Deferred Compensation Plan for Directors and Officers, amended and restated effective January 1, 2005.		X
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 Indemnification Agreement for officers, directors and key employees.	8-K	November 30, 2004
10.31	Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan dated August 9, 2017.	8-K	August 11, 2017
10.32	Defined Contribution Supplemental Executive Retirement Plan, dated March 4, 2016.	10-Q	May 2, 2016
10.33	First Amendment to the Defined Contribution Supplemental Executive Retirement Plan, dated July 26, 2018.	10-Q	July 27, 2018
10.34	Moog Inc. Retirement Savings Restoration Plan.		X
10.35	First Amendment to the Moog Inc.Retirement Savings Restoration Plan.		X
	Other Material Contracts
10.36	Moog Inc. Supplemental Retirement Plan Trust, as amended and restated, effective January 1, 2015.	10-Q	May 4, 2015
10.37	Moog Inc. Stock Employee Compensation Trust Agreement amended and restated as of August 13, 2014.	10-Q	February 3, 2015
10.38	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
	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.

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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 3, 2020
Contract reserves	$	60,914	$	76,747	$	66,885	$	1,636	$	72,412
Allowance for credit losses	5,402		3,774		3,144		281		6,313
Reserve for inventory valuation	134,185		52,956		35,747		1,917		153,311
Deferred tax valuation allowance	13,137		2,003		860		504		14,784
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

* Includes the effects of divestitures.

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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/ JOHN R. SCANNELL
	John R. Scannell
	Chief Executive Officer
	Date:	November 14, 2022

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, 2022.

/s/ JOHN R. SCANNELL	/s/ WILLIAM G. GISEL, JR.
John R. Scannell	William G. Gisel, Jr.
Chairman of the Board and Director	Director
Chief Executive Officer
(Principal Executive Officer)
/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/ JANET M. COLETTI	/s/ BRIAN J. LIPKE
Janet M. Coletti	Brian J. Lipke
Director	Director
/s/ DONALD R. FISHBACK	/s/ MAHESH NARANG
Donald R. Fishback	Mahesh Narang
Director	Director
	/s/ BRENDA L. REICHELDERFER
	Brenda L. Reichelderfer
	Director

Document

Exhibit 10.3

PL DRAFT 12/23/21

FIRST AMENDMENT TO

FIFTH AMENDED AND RESTATED

LOAN AGREEMENT

This First Amendment to the Fifth Amended and Restated Loan Agreement (“Amendment”), dated as of December __, 2021, is made by and among HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, “Administrative Agent”), the Lenders (as defined in the Agreement, as defined below), and MOOG INC. (the “Company”).

Statement of the Premises

The Lenders, Company, the Borrowers party thereto, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, Swingline Lender, and as Issuing Bank and as Joint Bookrunner and Joint Lead Arranger, and MANUFACTURERS AND TRADERS TRUST COMPANY as Joint Lead Arranger, Joint Bookrunner and Lead Syndication Agent, and BANK OF AMERICA, N.A. as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and JPMORGAN CHASE BANK, N.A. as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and CITIZENS BANK, N.A. as Joint Lead Arranger and Syndication Agent, and WELLS FARGO BANK, N.A. as Joint Lead Arranger and Syndication Agent, and MUFG BANK, LTD., as Co-Documentation Agent and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, and SANTANDER BANK, N.A., as Co-Documentation Agent and BRANCH BANKING AND TRUST COMPANY as Co-Documentation Agent, are parties to a Fifth Amended and Restated Loan Agreement dated as of October 15, 2019 (the “Agreement”). All capitalized terms not otherwise defined in this Amendment have the meanings given them in the Agreement.

The Company, the Administrative Agent and the Lenders agree to amend certain terms set forth in the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and of the loans or other extensions of credit heretofore, now or hereafter made by the Lenders to, or for the benefit of, the Borrowers, the parties hereto agree as follows:

1.Conditions Precedent to this Amendment. This Amendment shall be effective as of the date first written above once the following conditions precedent are satisfied:

1.1Amendment Documentation. The Administrative Agent shall have received signed counterparts of this Amendment executed by the Company, the Guarantors and the Lenders.

1.2No Default. As of the date hereof, and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

1.3Representations and Warranties. The representations and warranties contained in the Agreement shall, after giving effect to this Amendment, be true, correct and complete as of the date hereof as though made on such date.

2.Amendments. The Agreement is hereby amended as follows:

Exhibit 10.3

(a)The following new definitions are added to Section 1.1 of the Credit Agreement (entitled “Definitions”) in the appropriate alphabetical order:

“Affected Interest Period” has the meaning assigned to it in Section 2.23.

“Applicable Reference Rate” - (a) with respect to Libor Loans, the Libor Rate; (b) with respect to EURIBOR Loans, the EURIBOR Rate; (c) with respect to TIBOR Loans, the TIBOR Rate; (d) with respect to CDOR Loans, the CDOR Rate, and (e) with respect to SONIA Loans, Daily Simple SONIA, which Applicable Reference Rate shall be the relevant Benchmark for calculating interest on Loans denominated in s particular Currency.

“Available Tenor” - as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” - initially, the Applicable Reference Rate; provided that if a replacement of the Benchmark has occurred pursuant to Section 2.9, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“CDOR Lending Office” - with respect to any Lender, the office of such Lender specified as its “CDOR Lending Office” (or if no such office is specified, its Domestic Lending Office), or such other office as such Lender may from time to time specify to the Company and the Administrative Agent.

“CDOR Loan” - any Loan on which Interest is calculated based on the CDOR Rate plus the Applicable Margin.

“Daily Simple SOFR” - for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SONIA” - for any day (a “SONIA Interest Day”) with respect to any Loan denominated in Pounds Sterling, an interest rate per annum equal to the greater of (a) SONIA for the day that is five SONIA Business Days prior to (i) if such SONIA Interest Day is a SONIA Business Day, such SONIA Interest Day or (ii) if such SONIA Interest Day is not a SONIA Business Day, the SONIA Business Day immediately preceding such SONIA Interest Day and (b) 0.00%. If by 5:00 pm (local time) on the second (2nd) SONIA Business Day immediately following any SONIA Interest Day, SONIA for such SONIA Interest Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SONIA has not occurred, then SONIA for such SONIA Interest Day will be SONIA as published in respect of

Exhibit 10.3

the first preceding SONIA Business Day for which SONIA was published on the SONIA Administrator’s Website; provided that any SONIA rate determined pursuant to this sentence shall be utilized for purpose of calculation of Daily Simple SONIA for no more than three (3) consecutive SONIA Interest Days. Any change in Daily Simple SONIA due to a change in the applicable SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.

“Early Opt-in Effective Date” - with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Erroneous Payment” has the meaning assigned to it in Section 10.24(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 10.24(d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 10.24(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 10.24(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 10.24(e).

“EURIBOR Lending Office” - with respect to any Lender, the office of such Lender specified as its “EURIBOR Lending Office” (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent.

“EURIBOR Loan” - any Loan on which Interest is calculated based on the EURIBOR Rate plus the Applicable Margin.

“EURIBOR Rate” - with respect to any Loan denominated in Euro and for any Interest Period, the EURIBOR Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period.

“EURIBOR Screen Rate” - a rate per annum equal to the Euro Interbank Offered Rate administered by the European Money Markets Institute (or any other Person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with Borrowers. If the EURIBOR Screen Rate shall be less than zero, the EURIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.

Exhibit 10.3

“Floor” - 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 LIBOR, the EURIBOR Rate, CDOR Rate, SONIA or the TIBOR Rate, as applicable.

“LIBO Screen Rate” means a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in US Dollars for the applicable period, as displayed on the Reuters screen page that displays such rate (currently LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the LIBO Screen Rate, determined as provided above, would be less than zero, then the LIBO Screen Rate shall be deemed to be zero for all purposes.

“Payment Recipient” - has the meaning assigned to it in Section 10.24(a).

“Screen Rate” - the Applicable Reference Rate quote for any Applicable Currency on the applicable screen page the Administrative Agent designates to determine such Applicable Reference Rate for such Applicable Currency (or such other commercially available source providing such quotations for such Applicable Currency as may be designated by the Administrative Agent from time to time).

“SONIA” - with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Adjustment” means .0326% (3.26 basis points).

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“SONIA Business Day” means any day that is not a Saturday, Sunday or other day on which banks are closed for general business in London.

“SONIA Interest Day” has the meaning specified in the definition of “Daily Simple SONIA”.

“SONIA Lending Office” - with respect to any Lender, the office of such Lender specified as its “SONIA Lending Office” (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent

“SONIA Loan” - a Loan on which Interest is calculated based upon Daily Simple SONIA plus the SONIA Adjustment, plus the Applicable Margin.

Exhibit 10.3

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement).

“TARGET Day” means any day on which the TARGET is open for the settlement of payments in Euro.

“Term Rate Loans” - any Loan which is a Libor Loan, a EURIBOR Loan, a CDOR Loan or a TIBOR Loan.

“TIBOR Lending Office” - with respect to any Lender, the office of such Lender specified as its “TIBOR Lending Office” (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent

“TIBOR Loan” - a Loan on which Interest is calculated based on the TIBOR Rate plus the Applicable Margin.

“TIBOR Rate” - with respect to any Borrowing denominated in Yen for any Interest Period, the TIBO Screen Rate at approximately 11:00 a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period.

“TIBO Screen Rate” means a rate per annum equal to the Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person which takes over the administration of that rate) for deposits in Yen for the applicable period, as displayed on the Reuters screen page that displays such rate (currently DTIBOR0) (or, in the event such rate does not appear on a page of the Reuters screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the TIBO Screen Rate, determined as provided above, would be less than zero, then the TIBO Screen Rate shall be deemed to be zero for all purposes.

(b)The following definitions in Section 1.1 of the Agreement (entitled “Definitions”) are deleted in their entirety and replaced with the following:

“Applicable Lending Office” - with respect to each Lender, such Lender’s Domestic Lending Office in the case of ABR Loans, such Lender’s Libor Lending Office in the case of Libor Loans; such Lender’s SONIA Lending Office in the case of SONIA Loans; such Lender’s EURIBOR Lending Office in the case of EURIBOR Loans; and such Lender’s TIBOR Lending Office in the case of TIBOR Loans and such Lender’s CDOR Lending Office in the case of CDOR Loans.

“Applicable Margin” - (i) initially, until changed in accordance with the following provisions, the Applicable Margin shall be 50 basis points for ABR Loans and 150 basis points for Term Rate Loans and SONIA Loans; (ii) commencing with the fiscal quarter of Borrower ended on December 31, 2021, and continuing with each fiscal quarter thereafter, the Administrative Agent shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio:

Exhibit 10.3

Level	Leverage Ratio	ABR Option	Rate Option For Term Rate Loans and SONIA Loans
1	Greater than 3.50 to 1.0	125.0 bps	225.0 bps
2	> 3.00 to 1.0 but ≤ 3.50 to 1.0	100.0 bps	200.0 bps
3	> 2.50 to 1.0 but ≤ 3.00 to 1.0	75.0 bps	175.0 bps
4	> 2.00 to 1.0 but ≤ 2.50 to 1.0	50.0 bps	150.0 bps
5	> 1.50 to 1.0 but ≤ 2.00 to 1.0	25.0 bps	125.0 bps
6	≤ 1.50 to 1.0	0.0 bps	100.0 bps

Changes in the Applicable Margin shall become effective three (3) Business Days immediately following the date of delivery by Company to the Administrative Agent of a financial statement and a Compliance Certificate required to be delivered pursuant to Sections 5.2(a), (b) and (c) of this Agreement, and shall be based upon the Leverage Ratio in effect at the end of the financial period covered by such financial statement and Compliance Certificate. Notwithstanding the foregoing provisions, during any period when the Company has failed to deliver such financial statement and Compliance Certificate when due, the Applicable Margin shall be applied at Level 1 above as of the first Business Day after the date on which such financial statement and Compliance Certificate were required to be delivered, regardless of the Leverage Ratio at such time, until the date the required financial statement and Compliance Certificate have been delivered. Any changes in the Applicable Margin shall be determined by the Administrative Agent in accordance with the provisions set forth in this definition and the Administrative Agent will promptly provide notice of such determinations to the Company and the Lenders. Any such determination by the Administrative Agent shall be conclusive absent manifest error.

“Benchmark Replacement” - for any Available Tenor:

(1) For purposes of clause (a) of Section 2.9, the first alternative set forth below that can be determined by the Administrative Agent:

(a) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, or

(b) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of Section 2.9; and

Exhibit 10.3

(2) For purposes of clause (b) of Section 2.9, and in the case of any Loan denominated in an Alternative Currency, the sum of (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for such Benchmark 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 as a replacement for such Benchmark for syndicated credit facilities denominated in the Applicable Currency at the time and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Company as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) 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.

“Benchmark Replacement Conforming Changes” - with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest Period,” 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 Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” - with respect to any then-current Benchmark for any Currency (other than LIBOR for Dollars), the occurrence of one or more of the following events with respect to such Benchmark:

(a) 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).

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

Exhibit 10.3

component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the Currency applicable to such Benchmark, 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

(c) 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) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer 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).

“Breakage Fee” - an amount reasonably determined by the applicable Lender at the time (a) any payment of a Term Rate Loan is required, made or permitted on a date other than the last day of the then current Interest Period applicable thereto (including upon demand by Lender), (b) of the conversion of any a Term Rate Loan other than on the last day of the Interest Period applicable thereto, or the failure to borrow a Term Rate Loan or a SONIA Loan or to convert a Loan to a Term Rate Loan on the date of the requested borrowing or conversion date applicable thereto, (c) the assignment of a Term Rate Loan prior to the last day of the relevant Interest Period as a result of a request of the Company pursuant to Section 2.18 or (d) prepayment or assignment of a SONIA Loan other than on a scheduled Interest payment date, in each case to be equal to the sum of the costs, losses, expenses and penalties attributable to such event incurred by such Lender as a result of such prepayment; any loss to any Lender shall be deemed to be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Term Rate Loan or SONIA Loan, as applicable, had such event not occurred, at the interest rate that would have been applicable to such a Term Rate Loan or SONIA Loan for the period from the date of such event to the last day of the then current Interest Period therefor in the case of Term Rate Loans or scheduled Interest payment date in the case of SONIA Loans (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such a Term Rate Loan) over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period for deposits of Dollars or the applicable Alternative Currency of a comparable amount and period from other banks in the applicable offshore interbank market for such Alternative Currency. A certificate of the Lender delivered to the Company and setting forth any amount or amounts

Exhibit 10.3

that the Lender is entitled to receive pursuant to this paragraph shall be conclusive absent manifest error. The Borrowers shall pay the Lender the amount shown as due on any such certificate upon demand.

“Business Day” - any day excluding Saturday, Sunday, and any day in which banks in New York, New York are authorized or required by law or governmental action to close, provided that (a) when used in relation to any interest rate settings as to a Libor Loan, any fundings, disbursements, settlements or payments in respect of any Libor Loan or any other dealings to be carried out pursuant to this Agreement in respect of any Libor Loan, such day shall also be a London Banking Day, (b) when used in relation to Loans denominated in Euros or in relation to the calculation or computation of the EURIBOR Rate, such day shall also be a TARGET Day, (c) when used in relation to Loans denominated in Yen or in relation to the calculation or computation of the TIBOR Rate, such day shall also be a day on which banks are open for business in Tokyo, (d) when used in relation to Loans denominated in Sterling, such day shall also be a SONIA Business Day and (e) when used for Loans denominated in Canadian Dollars, such day shall also be a day when banks under the Bank Act (Canada) are open for business in Toronto, Ontario.

“Conversion Date” - the date on which an ABR Loan converts to a Libor Loan, the date on which a Libor Loan converts to an ABR Loan, or the date on which a Libor Loan, EURIBOR Loan, SONIA Loan, CDOR Loan or TIBOR Loan continues as a loan of the same Type.

“Early Opt-In Election” - the occurrence of:

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated 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 syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Interest Period” or “Interest Periods” - individually, and collectively, with respect to a Term Rate Loan, the one, three or six month interest periods selected by the Company pursuant to the terms of this Agreement to be applicable to specific Term Rate Loan from time to time or any such other periods of such other durations as the Company and all Lenders may agree shall be applicable to specific Term Rate Loan from time to time; provided, however, that (i) no Interest Period may be selected that would end after the Revolving Credit Maturity Date; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, and (iv) if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month,

Exhibit 10.3

such Interest Period shall expire on the next preceding Business Day. Notwithstanding the above, the CDOR Rate is only available for one and three month interest periods.

“Libor Rate” – means, with respect to any borrowing denominated in Dollars for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Relevant Governmental Body” – (a) with respect to a Benchmark Replacement in respect of Loans, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, 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, any successor thereto and (b) with respect to a Benchmark Replacement in respect of Loans, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (1) the central bank for the Currency in which such Loans, interest, fees, commissions or other amounts denominated in, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Currency in which such Loans, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Revolving Loan” or “Revolving Loans” - individually and collectively, each Loan by any Lender to a Borrower whether initially made as an ABR Loan, a SONIA Loan or a Term Rate Loan under Section 2.1 of this Agreement or arising from Company’s request for a Loan to repay a Swingline Loan under Section 2.3(c) of this Agreement, or arising from Automatically Converted Loans under Section 2.1(d) of this Agreement, or arising from such Borrower’s request to reimburse an LC Disbursement under Section 2.4(f) of this Agreement.

“SOFR” - a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on 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 administrator of the secured overnight financing rate from time to time).

“Term SOFR” - for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Type” - when used in reference to any Loan or borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such borrowing, is determined by reference to the Libor Rate, the CDOR Rate, the EURIBOR Rate, SONIA, the TIBOR Rate or the Alternate Base Rate.

Exhibit 10.3

“Valuation Date” - (a) with respect to any Loan, each of the following: (i) each date of a borrowing of a Libor Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Term Rate Loan denominated in an Alternative Currency, or of a SONIA Loan, and (iii) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the Issuing Bank shall reasonably determine or the Required Lenders shall reasonably require.

(c)The following definitions in Section 1.1 of the Agreement are deleted in their entirety:

“Benchmark Transition Start Date”

“Benchmark Unadjustment Replacement”

“Benchmark Unavailability Period”

(d)Section 1.3 of the Agreement (entitled “Exchange Rates: Currency Equivalent”) is amended so that Subsection (b) is deleted and replaced with the following:

(b) Wherever in this Agreement in connection with an advance, conversion, continuation or prepayment of a Term Rate Loan or SONIA Loan or Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant equivalent amount thereof in the Applicable Currency of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or Issuing Bank, as applicable, in accordance with Section 1.3(a) above.

(e)Section 2.1 of the Agreement (entitled “The Revolving Loan”) is amended so that Subsection (d)(i) is deleted and replaced with the following:

(d) Method for Alternative Currency Loans.

(i) When a Borrower wants the Lenders to make a Revolving Loan denominated in an Alternative Currency available, the Company shall notify the Administrative Agent and the Lenders not later than 11:00 a.m. on (1) the third Business Day prior to the date of the proposed borrowing for a Term Rate Loan, and (2) the fifth Business Day prior to the date of the proposed borrowing for a SONIA Loan. Each such notice (a “Notice of Alternative Currency Borrowing”) may be by telephone, confirmed immediately in writing, specifying therein the (A) Borrower of such Alternative Currency Loan on whose behalf the Company is requesting the Alternative Currency Loan, (B) requested date of such Alternative Currency Loan, (C) Applicable Currency, (D) amount of such Alternative Currency Loan (which requested Alternative Currency Loan (other

Exhibit 10.3

than, in the case of a continuation of a Term Rate Loan, a change in the Dollar Equivalent thereof solely as a result of currency fluctuations)) shall be in an aggregate amount of the Applicable Alternative Currency which would purchase approximately Three Million Dollars ($3,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof based on the Spot Rate with respect to such currency on the date of the applicable Notice of Alternative Currency Borrowing or, if less, the then Dollar Equivalent amount of the aggregate Unused Alternative Currency Sublimits, and (E) initial Interest Period for such Alternative Currency Loan, that is a Term Rate Loan. Each Lender shall make available to the Administrative Agent, in accordance with Section 2.5 hereof, in same day funds in such Alternative Currency, such Lender’s Applicable Percentage of such Alternative Currency Loan in accordance with the respective Alternative Currency Sublimits of such Lender. After the Administrative Agent’s receipt of funds from the Lenders and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to such Borrower by wire transfer to such account as the Company shall have previously designated to the Administrative Agent in writing, which account must be in the name of a Borrower or a Subsidiary and in London or the financial center of the country of the Applicable Currency.

The Administrative Agent and the Lenders shall not incur any liability to any Borrower in acting upon any notice referred to in Sections 2.1(c) or (d) or upon any telephonic notice which the Administrative Agent believes in good faith to have been given by the Company by a duly authorized officer or other Person authorized to provide such notice on behalf of the Company or for otherwise acting in good faith hereunder.

(f)Section 2.6 of the Agreement (entitled “Interest”) is deleted in its entirety and replaced with the following:

2.6 Interest.

(a) Rates.

(i) The Revolving Notes and Alternative Currency Notes shall bear interest, prior to maturity (whether by acceleration or otherwise) on the balance of principal thereof from time to time unpaid, payable in arrears on the first day of each month for interest accrued during the preceding month in the case of ABR Loans, in the case of SONIA Loans, payable in arrears on the first day of each month following the date on which the SONIA Loan is advanced and in the case of Term Rate Loans payable in arrears on the last day of the applicable Interest Period, and in the case of an Interest Period in excess of three months also payable on the dates that are successively three months after the commencement of such Interest Period. The Revolving Loans shall bear interest in accordance with the Rate Option selected by the Company pursuant to the terms hereof.

(ii) The Swingline Note shall bear interest payable monthly in arrears on the first day of each month for interest accrued during the preceding month on the balance of principal from time to time unpaid.

(b) Rate Options.

(i) Unless the Company has selected a Type of Loan in accordance with the provisions of this Agreement, the Company shall be deemed to have selected the ABR Option to apply to any portion of a Note not subject to the applicable Rate Option, and such rate shall continue in effect until the earlier of when such Rate Option and

Exhibit 10.3

Interest Period are available and properly selected, or until the applicable Revolving Note is paid in full.

Notice by the Company of the selection of a Type of Loan for any Revolving Loan or Alternative Currency Loan, the amount subject thereto, and the applicable Interest Periods for Term Rate Loans shall be irrevocable. Such notice may be given to the Administrative Agent by a duly completed Request Certificate executed by the Company.

(ii) The Alternative Currency Notes shall bear interest as follows:

(A) For Pound Sterling borrowings, at Daily Simple SONIA plus the SONIA Adjustment plus the Applicable Margin;

(B) For Euro borrowings, for each Interest Period at the EURIBOR Rate plus the Applicable Margin;

(D) For Canadian Dollar borrowings, for each Interest Period at the CDOR Rate plus the Applicable Margin.

(iii) The Swingline Note shall bear interest at the rate of interest applicable to ABR Loans and such rate shall continue until the Swingline Note is paid in full.

(c) Default Rate. Upon notice to the Company by the Administrative Agent of the occurrence of an Event of Default and during the continuance thereof and after maturity, whether by acceleration or otherwise, the Revolving Notes, Alternative Currency Notes and Swingline Notes shall bear interest at a per annum rate equal to two percent (2%) in excess of the otherwise applicable rate of interest thereon. Overdue fees and other amounts payable by the Company under this Agreement other than principal and interest (“Overdue Amounts”) shall also bear interest at a per annum rate equal to two percent (2%) in excess of the rate of interest applicable to ABR Loans while such sums remain unpaid. In no event shall the rate of interest on the Revolving Notes, Alternative Currency Notes or the rate of interest applicable to Overdue Amounts exceed the maximum rate of interest authorized by law.

(d) Computation of Interest. Interest on ABR Loans and SONIA Loans shall be calculated on the basis of a year of 365 days, or 366 days during a leap year, for the actual number of days elapsed. Interest on Libor Loans, CDOR Loans, EURIBOR Loans and TIBOR Loans shall be calculated on the basis of the actual number of days elapsed in a year of 360 days, which will result in a higher effective annual rate. Provided, however, in any case where the practice in the relevant market differs, interest will be calculated in accordance with that market practice. If any of the Notes are not paid when due, whether because such Notes become due on a Saturday, Sunday or bank holiday or for any other reason, the Borrowers will pay interest thereon at the aforesaid rate until the date of actual receipt of payment by the holder of the Notes.

(e) Rate Conversions and Continuations. For any Revolving Loan, the Company may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Loan as a new loan of the same

Exhibit 10.3

Type; provided, however, Term Rate Loans may only be converted or continued on the expiration date of the applicable Interest Period.

Subject to the foregoing, with respect to a Revolving Loan, the Company may elect to convert any ABR Loan to a Libor Loan, and with respect to an Alternative Currency Loan, to continue a Term Rate Loan as a new Term Rate Loan of the same Type, by the Company giving irrevocable notice of such election to the Administrative Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Term Rate Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan being so converted or continued. The conversion or continuation of a SONIA Loan requires five (5) Business Days’ notice. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $2,000,000 or more and in whole multiples of $1,000,000 in the case of conversion to, or continuation as, a Term Rate Loan). If no Event of Default or Default is then existing at such time, and the Borrowers are in compliance with the terms of this Agreement as evidenced by the Administrative Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Term Rate Loans. If a Borrower fails to convert a Loan to a Term Rate Loan, as applicable, on the date upon which such Term Rate Loan was requested to be converted, or if a Borrower shall convert a Term Rate Loan to a new Term Rate Loan of the same Type or to a ABR loan other than on the last day of the relevant Interest Period, the Borrower shall pay any applicable Breakage Fee with respect to such Loan. If the Borrower fails to deliver a timely and complete Notice of conversion/continuation with respect to a SONIA Loan borrowing prior to the respective interest payment date therefor, then, unless such SONIA Loan borrowing is repaid as provided herein, the Borrower shall be deemed to have selected that such SONIA Loan borrowing shall automatically be continued as a SONIA Loan bearing interest at a rate based upon Daily Simple SONIA as of such interest payment date.

The Administrative Agent shall not incur any liability to the Company in acting upon any telephonic notice which the Administrative Agent believes to have been given by a duly authorized officer or other designated representative of such Borrower, and which is confirmed by delivery to the Administrative Agent from the Company of a written or facsimile notice signed by Company, or for otherwise acting in good faith hereunder.

Notwithstanding the foregoing, Alternative Currency Loans (i) shall not be ABR Loans, (ii) must comply with all provisions of this Agreement applicable to Term Rate Loans or SONIA Loans, as applicable (iii) must comply with the provisions of Section 2.1(d)(i)(D) of this Agreement with respect to the amount of any Alternative Currency Loan, and (iv) may not be converted by the Borrower into ABR Loans.

(g)Section 2.7 of the Agreement is amended so that Subsection (a) is deleted in its entirety and replaced with the following:

2.7 Prepayments.

(a) Optional Prepayments.

Exhibit 10.3

(i) ABR Loans. Borrowers shall have the right to prepay at any time without premium all or any portion of the ABR Loans.

(ii) Term Rate Loans. Borrowers shall have the right to prepay without premium all or any portion of the Term Rate Loans on the expiration day of the applicable Interest Period. If any Term Rate Loan is prepaid at any other time, the Borrowers shall pay to the applicable Lender an amount equal to the Breakage Fee within 10 days of notice thereof from the Lender, setting forth the amount of such Breakage Fee.

(iii) SONIA Loans. Borrowers shall have the right to prepay SONIA Loans on any scheduled interest payment date or upon five (5) Business Days prior notice to the Administrative Agent, provided that if such payment is made other than on a scheduled interest payment date, the Borrower shall pay to the Administrative Agent the applicable Breakage Fee.

All prepayments of the Revolving Loans and Alternative Currency Loans shall be subject to a minimum amount of $2,000,000, and incremental multiples of $1,000,000 thereafter or the Dollar Equivalent thereof in the case of Alternative Currency Loans and the amount of any Alternative Currency Loan after such prepayment must comply with Section 2.1(d)(i)(D) of this Agreement.

(h)Section 2.9 of the Agreement is deleted in its entirety and replaced with the following:

2.9 Benchmark Replacement Setting

Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section):

(a) Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b) Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such

Exhibit 10.3

Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Company may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans, and in the case of Loans denominated in Alternative Currency will be deemed to have converted them to the Dollar Equivalent of such Loan. During the period referenced in the foregoing sentence, the component of ABR based upon the Benchmark will not be used in any determination of ABR.

(c) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent 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 any other party to this Agreement.

(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, 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, 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 hereto, except, in each case, as expressly required pursuant to this Section.

(e) Unavailability of Tenor of Benchmark. 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, LIBOR, CDOR, EURIBOR or TIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Exhibit 10.3

(i)Section 2.10 of the Agreement (entitled “Increased Costs”) is deleted in its entirety and replaced with the following:

2.10 Increased Costs Generally.

(a) If any Change in Law shall:

(1) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Libor Rate, the CDOR Rate, the EURIBOR Rate, SONIA Rate or TIBOR Rate, as applicable) or the Issuing Bank; or

(2) impose on any Lender or the Issuing Bank or the applicable interbank market any other condition affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; or

(3) subject any Recipient to any Taxes (other than Excluded Taxes) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank (whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity, and provided such Change in Law has or would have a similar effect on Lender as a consequence of other similarly situated credits of Lender), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.10 shall be delivered to the Company and shall be conclusive absent

Exhibit 10.3

manifest error. The Company shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the applicable Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(j)Section 2.11 of the Agreement (entitled “Taxes”) is deleted in its entirety and replaced with the following:

2.11 Taxes. If any Taxes shall be payable, or ruled to be payable, by or to any Governmental Authority, by, or in respect of any amount owing to, any Lender which has complied with Section 10.18 of this Agreement, relating to any of the transactions contemplated by this Agreement (including, but not limited to, execution, delivery, performance, enforcement, or payment of principal or interest of or under the Notes or the making of any Libor Loan, CDOR Loan, SONIA Loan, EURIBOR Loan or TIBOR Loan), by reason of any now existing or hereafter enacted statute, rule, regulation or other determination, the Borrowers will:

(a) pay on written request therefor all such Taxes to the relevant Governmental Authority in accordance with applicable laws,

(b) promptly furnish the Administrative Agent and the Lenders with evidence of any such payment, and

(c) indemnify and hold the Administrative Agent and the Lenders and any holder or holders of the Notes harmless and indemnified against any liability or liabilities with respect to any Indemnified Taxes or Other Taxes withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent or the Lenders, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto.

Without prejudice to the survival of any other agreement of the Borrowers under this Agreement, the agreement and obligations of the Borrowers contained in this Section 2.11 shall survive the termination of this Agreement.

(k)Section 2.18 of the Agreement (entitled “Substitution of Lender”) is deleted in its entirely and replace with the following:

2.18 Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans, CDOR Loans, SONIA Loans, EURIBOR Loans or TIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (b) any Lender

Exhibit 10.3

has demanded compensation under Section 2.10 of this Agreement, when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrowers is required under Section 2.11 hereof, (e) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, or (f) it is or has become unlawful for a Lender to make Loans to or participate in Letters of Credit for the account of a Foreign Borrower when it is not unlawful for all of the Lenders to do so or a Lender is prohibited by the terms of its organizational documents to make such Loans or participate in such Letters of Credit, the Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.18, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrowers, the Administrative Agent, the Issuing Bank, Swingline Lender or any other Lender. In the case of an assignment by a Lender of a Term Rate Loan other than on the last day of the Interest Period applicable thereto as a result of the replacement of such Lender pursuant to this Section, the Company will pay such Lender any applicable Breakage Fee with respect to such Term Rate Loan.

(l)Section 2.19 of the Agreement (entitled “Lender Statements: Survival of Indemnity”) is deleted in its entirety and replace with the following;

2.19 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lender shall designate an alternate office, branch or Affiliate with respect to its Libor Loans, SONIA Loans, EURIBOR Loans or TIBOR Loans to reduce any liability of Borrowers to such Lender under Sections 2.9, 2.10 and 2.11 of this Agreement, so long as such designation is not disadvantageous to such Lender in any material respect. Each Lender shall

Exhibit 10.3

deliver a written statement of such Lender to the Company (with a copy to the Administrative Agent) as to the amount due, if any, under Section 2.9, 2.10 or 2.11 of this Agreement. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall state that amounts determined in accordance with such procedures are being charged by such Lender to other borrowers with credit facilities similar to this Agreement and credit characteristics comparable to the Company as determined by such Lender and shall be final, conclusive and binding on the Borrowers in the absence of manifest error. Determination of amounts payable under such sections in connection with a Libor Loan shall be calculated as though each Lender funded such Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the interest rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Company of such written statement. The obligations of the Borrowers under Sections 2.9, 2.10 and 2.11 of this Agreement shall survive payment of the Indebtedness under this Agreement and termination of this Agreement. The Borrowers shall have no obligation to compensate any Lender with respect to amounts provided in Section 2.10 of this Agreement with respect to any period prior to the date which is one hundred eighty (180) days prior to the date such Lender delivers its written statement hereunder requesting compensation.

(m)The following is added to the Agreement as a new Section 2.23:

2.23 Inability to Determine Rates

(a) Subject to Section 2.9 , if, on or prior to the first day of any Interest Period (an “Affected Interest Period”):

(b) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that (i) by reason of circumstances affecting the London or other applicable offshore interbank market for an applicable Currency, the Applicable Reference Rate (whether in Dollars or an Alternative Currency) cannot be determined pursuant to the definition thereof, including, without limitation, because the Screen Rate for the applicable Currency is not available or published on a current basis or (ii) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), or

(c) the Administrative Agent and the Required Lenders determine that for any reason in connection with any request for a Term Rate Loan (whether denominated in Dollars or an Alternative Currency) or a conversion thereto or a continuation thereof that (A) deposits in such Currency are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and Interest Period of such Term Rate Loan, or (B) the applicable Rate for any requested Currency or Interest Period with respect to a proposed Term Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan,

the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Loans in

Exhibit 10.3

each such Currency shall be suspended (in the case of Term Rate Loans, to the extent of the affected Term Rate Loan or Interested Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Loan in each such affected Currency (to the extent of the affected Loan or in the case of Term Rate Loans, Interest Periods) or, failing that, (i) (A) in the case of any request for a Term Rate Loan in Dollars, the Company will be deemed to have converted any such request into a request for a Loan of or conversion to ABR Loans and (B) in the case of any request for a Loan in an Alternative Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Term Rate Loan denominated in Dollars will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Loan denominated in an Alternative Currency, at the Company’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency), at the end of the applicable Interest Period in the case of Term Rate Loans or (2) be prepaid at the end of the applicable Interest Period in full in the case of Term Rate Loans; provided that if no election is made by the Company by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for an applicable Term Rate Loan, the Company shall be deemed to have elected clause (1) above.

(n)The following is added to the Agreement as a new Section 10.24:

10.24 Erroneous Payments.

(a) If the Administrative Agent (x) notifies a Lender, Issuing Bank or Secured Facility Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Facility Party (any such Lender, Issuing Bank, Secured Facility Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.24 and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Facility Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or

Exhibit 10.3

portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuing Bank, Secured Party or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Facility Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender, Issuing Bank or Secured Facility Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.24(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.24(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.24(a) or on whether or not an Erroneous Payment has been made.

(c) Each Lender, Issuing Bank or Secured Facility Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Facility Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Facility Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

Exhibit 10.3

(d)(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Company) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Company or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Company shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to Section 11.4 (but excluding, in all events, any assignment consent or approval requirements (whether from the Company or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any

Exhibit 10.3

such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, Issuing Bank or Secured Facility Party, to the rights and interests of such Lender, Issuing Bank or Secured Facility Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Borrowers’ and Guarantors’ Secured Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Company or any other Borrower or Guarantor; provided that this Section 10.24 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Secured Obligations of the Company relative to the amount (and/or timing for payment) of the Secured Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Company for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 10.24 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

(o) The following is added to the Agreement as new Section 10.25:

10.25 Interest Rate Waiver.

(a) The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respect of (a) the monitoring, determination or verification of the unavailability or cessation of LIBOR (or other applicable Benchmark), (b) the administration of, submission of or any other

Exhibit 10.3

matter related to the Libor Rate, EURIBOR Rate, CDOR Rate, SONIA or the TIBOR Rate, any component definition thereof or rates referenced in the definition thereof or any alternative, comparable or successor rate or adjustment thereto (including any then-current Benchmark, or any Benchmark Replacement or any Benchmark Replacement Adjustment); including whether the composition or characteristics of any such alternative, comparable or successor rate or adjustment (including any Benchmark Replacement) or any Benchmark Replacement Adjustment will be similar to, or produce the same value of economic equivalence of the Libor Rate, EURIBOR Rate, CDOR Rate, SONIA or the TIBOR Rate, or any other Benchmark or any Benchmark Replacement Adjustment, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

(b) The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of LIBOR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including, without limitation, the Required Lenders, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. In the event the Administrative Agent on any Libor Interest Determination Date is required, but is unable to determine LIBOR or other applicable or replacement Benchmark in accordance with the procedures set out in this Agreement, LIBOR or the applicable or replacement Benchmark will be LIBOR as determined on the previous Libor Interest Determination Date.

(a)The form of Request Certificate attached to the Agreement as Exhibit D is deleted in its entirety and replaced with Exhibit D attached to this Amendment.

3.Reaffirmations. (a) The Company hereby acknowledges and reaffirms the execution and delivery of the Security Documents to which it is a party and agrees that such Security Documents shall continue in full force and effect and continue to secure the Secured Obligations, including all indebtedness of the Company to the Administrative Agent, the Lenders and the Issuing Bank arising under or in connection with the Agreement, as amended hereby, and any renewal, extension or modification thereof.

(b) By signing the acknowledgment below, each of the Guarantors hereby acknowledges and reaffirms the execution and delivery of its respective Guaranty (collectively, the “Guaranty”) and each other Loan Document to which it is a party, and agrees that such Loan Documents shall continue in full force and effect and continue to guarantee or secure, as applicable, all Secured Obligations, including all indebtedness of the Borrowers to the Administrative Agent, the Lenders and the Issuing Bank arising under or in connection with the Agreement, as amended hereby, and any renewal, extension or modification thereof, and the documents executed in connection therewith.

4.Representations and Warranties. The Company makes the following representations and warranties to the Administrative Agent and the Lenders which shall be deemed to be continuing representations and warranties so long as any Secured Obligations, including Indebtedness of the Company to the Administrative Agent or the Lenders arising under the Agreement or any Loan Documents, remain unpaid:

(a)Authorization. The Company has full power and authority to execute, deliver and perform this Amendment, which has been duly authorized by all proper and

Exhibit 10.3

necessary action. The execution and delivery of this Amendment by the Company will not violate the provisions of, or cause a default under, the Company’s organizational documents or any agreement to which it is a party or by which it or its assets are bound.

(b)Binding Effect. This Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability (i) may be limited by state, provincial or federal bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (ii) may be subject to equity principles in the event equitable remedies are sought.

(c)Consents; Governmental Approvals. No consent, approval or authorization of, or registration, declaration or filing with, any governmental body or authority or any other party is required in connection with the valid execution, delivery or performance of this Amendment or any other document executed and delivered herewith or in connection with any other transactions contemplated hereby.

(d)No Events of Default. There is, on the date hereof and after giving effect to this Amendment, no event or condition which constitutes an Event of Default under any of the Loan Documents or which, with notice and/or the passage of time, would constitute an Event of Default.

(e)No Material Misstatements. Neither this Amendment nor any document delivered to the Administrative Agent or the Lenders by or on behalf of the Company or the Borrowers to induce the Administrative Agent and the Lenders to enter into this Amendment or otherwise in connection with this Amendment contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances in which they were made.

(f)Agreement. After giving effect to this Amendment, the representations and warranties of the Company set forth in Article IV of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of such date.

5.Conditions of Effectiveness. This Amendment shall become effective when and only when the Administrative Agent shall have received counterparts of this Amendment executed by the Company, the Guarantors party hereto, the Administrative Agent and the Lenders.

6.Reference to and Effect on Loan Documents.

(a)Upon the effectiveness hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the Loan Documents to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

(b) The Agreement, as amended by this Amendment, represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior negotiations and any course of dealing between the parties with respect to the subject matter hereof. This Amendment shall be binding upon the Company, the Borrowers and their successors and assigns, and shall inure to the benefit of, and be enforceable by, the Administrative Agent, the Lenders and each of their successors and assigns. The Agreement, as amended hereby, is in full force and effect and, as so amended, is hereby ratified and reaffirmed in its entirety. The Borrowers acknowledge and agree that the Agreement (as amended by this Amendment)

Exhibit 10.3

and all other Loan Documents to which any Borrower is a party are in full force and effect, that such Borrower’s obligations thereunder and under this Amendment are its legal, valid and binding obligations, enforceable against it in accordance with the terms thereof and hereof, and that such Borrower has no defense, whether legal or equitable, setoff or counterclaim to the payment and performance of such obligations.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Agreement, nor constitute a waiver of any provision of the Agreement.

7.Costs and Expenses. The Borrowers agree to pay on demand all costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment, including the fees and out-of-pocket expenses of counsel for the Administrative Agent and the Lenders.

8.Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York without regard to any conflicts-of-laws rules which would require the application of the laws of any other jurisdiction.

9.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

10.Execution in Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. This Amendment, to the extent signed and delivered by means of a facsimile machine or e-mail scanned image, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail scanned image to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or by e-mail as a defense to the formation of a contract and each party forever waives such defense.

11.Euro LIBOR Advances Outstanding under the Agreement. As of the date of this Amendment, there may be one or more outstanding Alternative Currency Loans denominated in Euro, which are priced in LIBOR (the “Existing Euro LIBOR Loan”) under the Agreement as existing prior to the effectiveness of this Amendment (the “Existing Credit Agreement”). Prior to being repaid or prepaid, the Existing Euro LIBOR Advances shall bear interest, and interest shall be payable by the Borrowers, in accordance with the terms of the applicable interest rate provisions under the Existing Credit Agreement. Notwithstanding anything to the contrary herein, from and after the date of this Amendment, no further Alternative Currency Loans denominated in Euro which are priced in LIBOR will be made under the Agreement and any outstanding Alternative Currency Loans denominated in Euro will be converted to EURIBOR Loans at the end of the applicable Interest Period.

[Signature Pages Follow]

Doc #10082671.11

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective representatives thereunto duly authorized, as of the date first above written.

MOOG INC.

By:

Name:

Title:

Accepted and agreed to this ___ day

of December, 2021.

CURLIN MEDICAL INC.

as Guarantor

By:___________________

Name:

Title:

Z EVEX, INC.

as Guarantor

By:___________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

HSBC BANK USA, NATIONAL

ASSOCIATION, as a Lender, the

Swingline Lender and the Issuing Bank

By:______________________________

Name: Gregory R. Duval

Title: Managing Director

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

HSBC BANK USA, NATIONAL

ASSOCIATION, as Administrative Agent

By:______________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Lead Syndication Agent and as a Lender

By:______________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

BANK OF AMERICA, N.A.,

as a Syndication Agent and as a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

JPMORGAN CHASE BANK, N.A.,

as a Syndication Agent and as a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

CITIZENS BANK, N.A.

as Syndication Agent and a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

MUFG BANK, LTD.,

as Co-Documentation Agent and a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

WELLS FARGO BANK, N.A.,

as Syndication Agent and a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agent and a Lender

By:_________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

SANTANDER BANK, N.A.,

as Co-Documentation Agent and a Lender

By:___________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

BRANCH BANKING AND TRUST COMPANY,

as Co-Documentation Agent and a Lender

By:____________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agent and a Lender

By: ____________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

NORTHERN TRUST, as a Lender

By:____________________________________

Name:

Title:

RESTRICTED

[Signature Page to First Amendment to Fifth Amended and Restated Loan Agreement]

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:____________________________________

Name:

Title:

RESTRICTED

Exhibit D

REQUEST CERTIFICATE

The undersigned hereby certifies to HSBC Bank USA, National Association, in accordance with the terms of a Fifth Amended and Restated Loan Agreement, dated as of October 15, 2019, among Moog Inc., the Designated Borrowers from time to time a party thereto, HSBC Bank USA, National Association as administrative agent, for itself, the Lenders and other lending institutions and issuing bank(s) now or hereafter parties thereto, as the same may have been and may hereafter be, amended, supplemented, renewed, restated, replaced or otherwise modified from time to time (“Agreement”) that:

The undersigned requests:

(Check One)

[ ] for Moog Inc.

[ ] on behalf of _______[insert name of Designated Borrower]

(Check One)

[ ] Revolving Loan

[ ] Alternative Currency Loan

to be made to such Borrower. which will be a

(Check One)

[ ] new loan

[ ] conversion

[ ] continuation

of a

(Check One)

[ ] Libor Loan

[ ] ABR Loan

[ ] SONIA Loan

[ ] EURIBOR Loan

[ ] TIBOR Loan

[ ] CDOR Loan

to a or as a

(Check One)

[ ] Libor Loan

[ ] ABR Loan

[ ] SONIA Loan

[ ] EURIBOR Loan

[ ] TIBOR Loan

[ ] CDOR Loan

RESTRICTED

in the amount of $_____________ for an Interest Period, if applicable, of

(Check One)

[ ] one month.

[ ] three months.

[ ] six months.

The proposed loan/conversion/continuation is to be made on ____________, ____ .

The undersigned certifies that as of the date hereof:

(i) there does not exist any Event of Default, Default or Material Adverse Effect;

(ii) each representation and warranty made in the Agreement and any Loan Document to which the Borrowers are a party and in any certificate, document or financial or other statement furnished at any time thereunder is true, correct and complete in all material respects with the same effect as though such representations and warranties had been made on the date hereof, except to the extent any such representation and warranty relates solely to an earlier date, or to the extent any such representation and warranty has been updated in a certificate executed by a Responsible Officer and received by the Administrative Agent before the date hereof; and

(iii) the incurrence of the Indebtedness requested in this certificate is permitted by the terms of the Current Indenture (as defined in the Agreement) and any other senior indenture or subordinated indenture pursuant to which Senior Unsecured Notes or Subordinated Indebtedness has been issued (“Other Indenture”) and will constitute Permitted Debt or Senior Debt and Designated Senior Debt under, and as defined in, the Current Indenture or any Other Indenture.

WITNESS the signature of the undersigned authorized signatory of the Company on behalf of itself and any Designated Borrower this ____ day of _____________, ____.

MOOG INC.

By:______________________________________

(Title)

RESTRICTED

Document

Exhibit 10.4

SECOND AMENDMENT TO

FIFTH AMENDED AND RESTATED

LOAN AGREEMENT

This Second Amendment to the Fifth Amended and Restated Loan Agreement (“Amendment”), dated as of July 14, 2022, is made by and among HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, “Administrative Agent”), the Lenders (as defined in the Agreement, as defined below), and MOOG INC. (the “Company”).

Statement of the Premises

The Lenders, Company, the Borrowers party thereto, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, Swingline Lender, and as Issuing Bank and as Joint Bookrunner and Joint Lead Arranger, and MANUFACTURERS AND TRADERS TRUST COMPANY as Joint Lead Arranger, Joint Bookrunner and Lead Syndication Agent, and BANK OF AMERICA, N.A. as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and JPMORGAN CHASE BANK, N.A. as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and CITIZENS BANK, N.A. as Joint Lead Arranger and Syndication Agent, and WELLS FARGO BANK, N.A. as Joint Lead Arranger and Syndication Agent, and MUFG BANK, LTD., as Co-Documentation Agent and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, and SANTANDER BANK, N.A., as Co-Documentation Agent and BRANCH BANKING AND TRUST COMPANY as Co-Documentation Agent, are parties to a Fifth Amended and Restated Loan Agreement dated as of October 15, 2019 as amended pursuant to a First Amendment to Fifth Amended and Restated Loan Agreement dated as of December 29, 2021 (the “Agreement”). All capitalized terms not otherwise defined in this Amendment have the meanings given them in the Agreement.

The Company, the Administrative Agent and the Required Lenders agree to amend certain terms set forth in the Agreement on the terms and conditions set forth herein.

1.Conditions Precedent to this Amendment. This Amendment shall be effective as of the date first written above once the following conditions precedent are satisfied:

1.1Amendment Documentation. The Administrative Agent shall have received signed counterparts of this Amendment executed by the Company, the Guarantors and the Required Lenders.

1.2No Default. As of the date hereof, and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

Exhibit 10.4

2.Amendments. The Agreement is hereby amended as follows:

(a)Section 7.8 of the Credit Agreement is amended so that subsections (a)(i), (ii) and (iii) are amended in their entirety to read as follows:

(i) the merger, consolidation or amalgamation (or such other action that is the functional equivalent) of any Domestic Subsidiary with or into Company, provided Company is the surviving or continuing or resulting corporation;

(ii) the merger, consolidation or amalgamation (or such other action that is the functional equivalent) of any Domestic Subsidiary with or into any Guarantor, provided that the surviving or continuing or resulting entity is a Guarantor, and provided if any such Domestic Subsidiary is a Designated Borrower, the Designated Borrower is the surviving or continuing or resulting entity;

(iii) the merger, consolidation or amalgamation (or such other action that is the functional equivalent) of any Foreign Subsidiary with or into any other Foreign Subsidiary and provided if any such Foreign Subsidiary is a Foreign Borrower, the Foreign Borrower is the surviving or continuing or resulting entity;

(b)Section 7.8 of the Credit Agreement is further amended so that the following are added as new subsection (e) and (f) thereof:

(e) Dissolution of Non-Material Subsidiaries. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the dissolution or liquidation (or such other action that is the functional equivalent) of any Non-Material Subsidiary.

(f) Moog International Finance Service Center SARL. The dissolution of Moog International Finance Service Center SARL (“IFSC”) provided that substantially all treasury service activities of IFSC have been transferred to the Company.

3.Reaffirmations. (a) The Company hereby acknowledges and reaffirms the execution and delivery of the Loan Documents to which it is a party and agrees that such Loan Documents shall continue in full force and effect and that the Security Documents continue to secure the Secured Obligations, including all indebtedness of the Company to the Administrative Agent, the Lenders and the Issuing Bank arising under or in connection with the Agreement, as amended hereby, and any renewal, extension or modification thereof.

Exhibit 10.4

including Indebtedness of the Company to the Administrative Agent or the Lenders arising under the Agreement or any Loan Documents, remain unpaid:

(a)Authorization. The Company has full power and authority to execute, deliver and perform this Amendment, which has been duly authorized by all proper and necessary action. The execution and delivery of this Amendment by the Company will not violate the provisions of, or cause a default under, the Company’s organizational documents or any agreement to which it is a party or by which it or its assets are bound.

(b) Binding Effect. This Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability (i) may be limited by state, provincial or federal bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (ii) may be subject to equity principles in the event equitable remedies are sought.

(c) Consents; Governmental Approvals. No consent, approval or authorization of, or registration, declaration or filing with, any governmental body or authority or any other party is required in connection with the valid execution, delivery or performance of this Amendment or any other document executed and delivered herewith or in connection with any other transactions contemplated hereby.

(d) No Events of Default. There is, on the date hereof and after giving effect to this Amendment, no event or condition which constitutes an Event of Default under any of the Loan Documents or which, with notice and/or the passage of time, would constitute an Event of Default.

(e) No Material Misstatements. Neither this Amendment nor any document delivered to the Administrative Agent or the Lenders by or on behalf of the Company or the Borrowers to induce the Administrative Agent and the Lenders to enter into this Amendment or otherwise in connection with this Amendment contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances in which they were made.

(f) Agreement. After giving effect to this Amendment, the representations and warranties of the Company set forth in Article IV of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of such date.

6.Reference to and Effect on Loan Documents.

(b) The Agreement, as amended by this Amendment, represents the entire understanding and agreement between the parties hereto with respect to the subject matter

Exhibit 10.4

hereof. This Amendment supersedes all prior negotiations and any course of dealing between the parties with respect to the subject matter hereof. This Amendment shall be binding upon the Company, the Borrowers and their successors and assigns, and shall inure to the benefit of, and be enforceable by, the Administrative Agent, the Lenders and each of their successors and assigns. The Agreement, as amended hereby, is in full force and effect and, as so amended, is hereby ratified and reaffirmed in its entirety. The Borrowers acknowledge and agree that the Agreement (as amended by this Amendment) and all other Loan Documents to which any Borrower is a party are in full force and effect, that such Borrower’s obligations thereunder and under this Amendment are its legal, valid and binding obligations, enforceable against it in accordance with the terms thereof and hereof, and that such Borrower has no defense, whether legal or equitable, setoff or counterclaim to the payment and performance of such obligations.

7.Costs and Expenses. The Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the fees and out-of-pocket expenses of counsel for the Administrative Agent.

9.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Signature Pages Follow]

Doc #10501273.3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective representatives thereunto duly authorized, as of the date first above written.

MOOG INC.

By:

Name:

Title:

Accepted and agreed to this ___ day

of July, 2022.

CURLIN MEDICAL INC.

as Guarantor

By:___________________

Name:

Title:

ZEVEX, INC.

as Guarantor

By:___________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

HSBC BANK USA, NATIONAL

ASSOCIATION, as a Lender, the

Swingline Lender and the Issuing Bank

By:______________________________

Name: Gregory R. Duval

Title: Managing Director

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

HSBC BANK USA, NATIONAL

ASSOCIATION, as Administrative Agent

By:______________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Lead Syndication Agent and as a Lender

By:______________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

BANK OF AMERICA, N.A.,

as a Syndication Agent and as a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

JPMORGAN CHASE BANK, N.A.,

as a Syndication Agent and as a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

CITIZENS BANK, N.A.

as Syndication Agent and a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

MUFG BANK, LTD.,

as Co-Documentation Agent and a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

WELLS FARGO BANK, N.A.,

as Syndication Agent and a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agent and a Lender

By:_________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

SANTANDER BANK, N.A.,

as Co-Documentation Agent and a Lender

By:___________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

BRANCH BANKING AND TRUST COMPANY,

as Co-Documentation Agent and a Lender

By:____________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agent and a Lender

By: ____________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

NORTHERN TRUST, as a Lender

By:____________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:____________________________________

Name:

Title:

[Signature Page to Second Amendment to Fifth Amended and Restated Loan Agreement]

Document

Exhibit 10.6

COMPOSITE CREDIT AGREEMENT CONSISTING OF FIRST AMENDMENT, DATED SEPTEMBER 3, 2019, AND SECOND AMENDMENT, DATED JULY 15, 2021

$35,000,000.00 REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

by and between

MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST

and

CITIZENS BANK OF PENNSYLVANIA

Dated July 26, 2018

Exhibit 10.6

TABLE OF CONTENTS

Section Page

1. CERTAIN DEFINITIONS	1
1.1 Certain Definitions	1
1.2 Construction	11
1.3 Accounting Principles	12
2. REVOLVING CREDIT FACILITIES	12
2.1 Revolving Credit Commitments	12
2.2 Fees	12
2.3 Revolving Credit Loan Requests	13
2.4 Making Revolving Credit Loans	14
2.5 Revolving Credit Note	14
2.6 Use of Proceeds	14
3. INTEREST RATES.	14
3.1 Interest Rate Options	14
3.2 Interest After Default	15
4. PAYMENTS	15
4.1 Payments	15
4.2 Interest and Principal Payment Dates	15
4.3 Prepayments	16
4.4 LIBOR Breakage Fees	16
4.5 LIBOR Rate Lending Unlawful	17
4.6 Increased Costs	17
4.7 Increased Capital Costs	18
4.8 Taxes	18
4.9 Unavailability of LIBOR Rate	19
5. REPRESENTATIONS AND WARRANTIES	19
5.1 Representations and Warranties	19
6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	22
6.1 First Loans	22
6.2 Each Additional Loan	24
7. COVENANTS	24
7.1 Affirmative Covenants	25
7.2 Negative Covenants	26
7.3 Reporting Requirements	27
8. DEFAULT	28
8.1 Events of Default	28
8.2 Consequences of Event of Default	30
8.3 Notice of Sale	31

268107533

Exhibit 10.6

9. MISCELLANEOUS	31
9.1 No Implied Waivers; Cumulative Remedies; Writing Required	31
9.2 Reimbursement and Indemnification of Bank by Loan Parties; Taxes	32
9.3 Holidays	32
9.4 Funding by Branch, Subsidiary or Affiliate	32
9.5 Notices	33
9.6 Severability	33
9.7 Governing Law	33
9.8 Prior Understanding	33
9.9 Duration; Survival	33
9.10 Successors and Assigns	34
9.11 Confidentiality	34
9.12 Counterparts	35
9.13 Exceptions	35
9.14 CONSENT TO FORUM; WAIVER OF JURY TRIAL	35
9.15 Certifications From Bank and Participants	35

ii -

268107533

Exhibit 10.6

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

iii -

268107533

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 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:

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.

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.

Anti-Terrorism Laws shall mean any Laws relating to terrorism, 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

Exhibit 10.6

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, any tenor for such Benchmark 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 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 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) 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; 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 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 4.10(b).

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)the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3)the sum of: (a) the alternate benchmark rate that has been selected by the Bank as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a

268107533

Exhibit 10.6

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 as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

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.

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," 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 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. dollar-denominated syndicated or bilateral credit facilities;

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

268107533

Exhibit 10.6

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 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 (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);

(2)in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein; or

(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 (5th) 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 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,

268107533

Exhibit 10.6

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 the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Authority having jurisdiction over the Bank announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer 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 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 4.10(b).

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 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 Loans shall constitute one Borrowing Tranche and (iii) all Base Rate 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; (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

268107533

Exhibit 10.6

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.

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.

Daily Simple SOFR means, for any day, 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

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.

268107533

Exhibit 10.6

Expiration Date shall mean the earlier of (i) July 26, 2024 and (ii) the occurrence of a Termination Event.

Floor means 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.

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 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

268107533

Exhibit 10.6

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 Period means 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, 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 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.

268107533

Exhibit 10.6

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;

(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.

268107533

Exhibit 10.6

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.

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

10 -

268107533

Exhibit 10.6

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.

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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268107533

Exhibit 10.6

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 System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the 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 by the SOFR Administrator on the SOFR Administrator's Website on the immediately succeeding Business Day.

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.

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Exhibit 10.6

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.

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.

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.

Unadjusted Benchmark Replacement means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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:

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Exhibit 10.6

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;

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

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Exhibit 10.6

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.

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:

(vi)request the Bank to make a LIBOR Rate Loan, a LIBOR Advantage Rate Loan or a Base Rate Loan;

(vii)request the Bank to renew an existing LIBOR Rate Loan;

(viii)request the Bank to convert an existing LIBOR Rate Loan or LIBOR Advantage Rate Loan to a Base Rate Loan;

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Exhibit 10.6

(viv)request the Bank to convert an existing LIBOR Advantage Rate Loan to a Base Rate Loan or a LIBOR Rate Loan; or

(vv)request the Bank to convert an existing Base Rate Loan to a LIBOR Rate Loan or a LIBOR Advantage Rate 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 applies and/or the conversion of Revolving Credit Loans from Base Rate Loans or LIBOR Advantage Rate Loans to LIBOR Rate 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 or the LIBOR Advantage Rate Option applies; or

(iii)the last day of the preceding LIBOR Interest Period with respect to the conversion of Revolving Credit Loans from LIBOR Rate Loans to Base Rate Loans or LIBOR Advantage Rate Loans.

2.3.3.Notwithstanding anything to the contrary contained herein, no portion of the outstanding principal amount of any LIBOR Rate Loan may be converted to a LIBOR Rate Loan of a different duration or a Base Rate Loan or a LIBOR Advantage Rate Loan if such LIBOR Rate 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 applies, and (iii) whether the LIBOR Rate Option, the LIBOR Advantage Rate Option or the Base Rate Option 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.

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Exhibit 10.6

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)LIBOR 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 plus two and one-eighth of one percent (2.125%);

(ii)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 Base Rate; or

(iii)LIBOR Advantage 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 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 Interest Period, the applicable LIBOR Rate Loan shall automatically be continued as a LIBOR Rate Loan for the same LIBOR Interest Period at the then current Applicable Rate and in an amount equal to the principal amount of the expiring LIBOR Rate Loan less any principal repayments made by Borrower, if any. Subject to the terms hereof, upon the expiration of an LA Interest Period, the applicable LIBOR Advantage Rate Loan shall automatically be continued as a LIBOR Advantage Rate Loan at the then current Applicable Rate and in an amount equal to the principal amount of the expiring LIBOR Advantage Rate Loan less any principal repayments made by 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 LIBOR Rate Loan or LIBOR Advantage Rate Loan and each Borrowing Tranche to which the LIBOR Rate Option or the LIBOR Advantage Rate Option applies shall automatically convert to a Base Rate Loan at the end of the applicable LIBOR Interest Period or LA Interest Period, 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 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

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Exhibit 10.6

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 Borrower upon demand by the Bank.

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 LIBOR Rate Loans shall be due and payable on the 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.

4.3Prepayments.

4.3.1.Voluntary Prepayments of LIBOR Advantage Rate Loans and Base Rate Loans. Subject to the provisions of this Section 4.3, the Borrower shall have the right, at their option, from time to time, to prepay the Base Rate Loans or the LIBOR Advantage Rate 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' 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 Loans or the LIBOR Advantage Rate 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 prepay the Loans in part but fail to specify the Interest Rate Option that they are prepaying, such prepayment shall first be applied to Base Rate Loans, then to LIBOR Advantage Rate Loans and then to LIBOR Rate 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 Loans. When classified as a LIBOR Rate Loan, such LIBOR Rate Loan may be prepaid upon the terms and conditions set forth herein. The Borrower acknowledge 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 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 Loan shall be accompanied by the payment of all charges outstanding on the LIBOR Rate Loan (including 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

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Exhibit 10.6

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 Base Rate Option, then to the principal amount of the Loans subject to the LIBOR Advantage Rate Option, and then to the principal amount of the Loans subject to the LIBOR Rate Option.

4.4LIBOR 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.

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.

4.5LIBOR 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.

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Exhibit 10.6

4.6Increased 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 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.

4.7Increased 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.

4.8Taxes. 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.

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Exhibit 10.6

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.

4.9Unavailability 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 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.

4.10Alternate 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

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Exhibit 10.6

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 consent of Borrower or any other Loan Party (other than Benchmark Replacement Conforming Changes made in accordance with clause (ii) below).

(vi)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.

(vii)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

5.1Representations 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

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Exhibit 10.6

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.

5.1.8.1General. The Borrower intends to use the proceeds of the Loans in accordance with Section 2.6.

5.1.9Full 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

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Exhibit 10.6

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.

5.1.10Taxes. 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.

5.1.11Consents 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.

5.1.12No 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.

5.1.13Compliance 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.

5.1.14Contracts. 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.

5.1.15Investment 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.

5.1.16Anti-Terrorism Laws.

5.1.16.1General. 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.

5.1.16.2Executive 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;

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Exhibit 10.6

(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.

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:

6.1First 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 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

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Exhibit 10.6

(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.

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.

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Exhibit 10.6

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 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

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Exhibit 10.6

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.

7.1.8.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.

7.2Negative 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:

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.

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Exhibit 10.6

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.

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

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Exhibit 10.6

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.

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

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regulations), and any policy or procedure implemented by the Bank to comply therewith and (b) notify the Bank promptly of 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-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

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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

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

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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.

8.3Notice 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

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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 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 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.

9.4Funding 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 4.6) 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

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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.

9.6Severability. 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 7.3 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 and Section 9.2, shall survive payment in full of the Loans and termination of the Revolving Credit Commitment.

9.10Successors and Assigns.

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(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.

9.11Confidentiality.

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

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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.

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.

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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:<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

268107533

Document

Exhibit 10.7

CH DRAFT: 08/29/19

FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement is dated Sept 3, 2019, 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") ("Amendment").

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, modified, supplemented or restated from time to time, the "Credit Agreement"); and

WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement and the Bank shall permit such amendments pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other 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 which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.

2.Section 1.1 of the Credit Agreement is hereby amended by deleting the following definition in its entirety and in its stead inserting the following:

Expiration Date shall mean the earlier of (i) July 26, 2022 and

(ii) the occurrence of a Termination Event.

3.The provisions of Section 2 of this Amendment shall not become effective until the Bank has received the following items, each in form and substance acceptable to the Bank and its counsel:

(a)this Amendment, duly executed by the Borrower and the Bank;

(b)payment of all fees and expenses owed to the Bank, the Bank's counsel and the Banks in connection with this Amendment; and

(c)such other documents as may be reasonably requested by the Bank.

4.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 as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement.

5.The Borrower acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreement(s) hereby continues to secure the Obligations.

6.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

Exhibit 10.7

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.

7.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.

8.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.

9.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.

10.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.

11.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]

Exhibit 10.7

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers on the day and year first above written.

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

Exhibit 10.7

CONSENT OF GUARANTOR

The undersigned guarantor ("Guarantor") consents to the prov1s1ons of the foregoing First Amendment to Credit Agreement ("Amendment") and confirms and agrees that: (a) Guarantor's obligations under its Guaranty and Suretyship Agreement dated July 26, 2018 (the "Guaranty") shall be unimpaired by the Amendment; (b) 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) ("Bank"), its officers, directors, employees, agents or attorneys with respect to its Guaranty; and (c) all of the terms, conditions and covenants in Guarantor's Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to 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, the due execution of this Consent of Guarantor as of the date of the Amendment, intending to be legally bound hereby.

Moog Inc.

By: /s/ John P. McGrath

Name: John P. McGrath

Title: Assistant Treasurer

Document

Exhibit 10.13

Amendment of Long Term Incentive Plan

The Moog Inc. 2014 Long Term Incentive Plan (the “2014 LTI Plan”) was adopted by the Board, following the recommendation of the Executive Compensation Committee, on November 11, 2014 and was approved by shareholders on January 7, 2015.

In developing the new awards to be administered under the 2014 LTI Plan and upon a more detailed review of the provisions regarding “Shares Subject to the Plan,” it was determined that the language in this section does not clearly deliver the original intention with regard to share limitations. In the interest of gaining shareholder approval, the Plan provisions were in intended such that:

(1)Shares of Class B Common Stock issued under the Plan will not have the effect of increasing the number of authorized and issued shares above the number on the Effective Date (January 7, 2015);

(2)Awards that are cancelled or forfeited will be available again for grant against the 2,000,000 shares authorization approved by shareholders; and

(3)Shares tendered or withheld to satisfy exercise cost(s) or tax withholding(s) will not be available again for grant against the 2,000,000 shares authorization approved by shareholders

The existing Plan language does not clearly deliver the original intention of item (3) listed above in that the restriction does not only apply to the 2,000,000 shares authorization. The current language provides for unintended additional restrictions on the specific shares available for allocation for awards granted under the 2014 LTI Plan. We recommend an amendment be made to the 2014 LTI Plan to clarify the share limitation language and remove these unintended restrictions from the administration of the 2014 LTI Plan. This amendment can be made directly by the Board and does not require shareholder approval as it is not a material change to the 2014 LTI Plan and does not have a dilutive effect against the terms originally approved by the shareholders in January 2015.

We would appreciate the Board’s consideration in passing the following resolution:

031407.00003 Business 14396384v1

Exhibit 10.13

RESOLUTION Regarding “First Amendment

to the Moog Inc. 2014 Long Term Incentive Plan”

RESOLVED, that the “First Amendment to the Moog Inc. 2014 Long Term Incentive Plan,” in the form as included in the materials distributed in connection with this meeting and made a part hereof (the “Amendment”), be and hereby is, approved, and that the officers of this Company be, and hereby are, authorized to execute the Amendment and to take whatever action they deem necessary or appropriate to implement the Amendment and the provisions thereof.

031407.00003 Business 14396384v1

Exhibit 10.13

FIRST AMENDMENT

TO THE

MOOG INC. 2014 LONG TERM INCENTIVE PLAN

WHEREAS, the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”) was adopted effective January 7, 2015; and

WHEREAS, the Board of Directors of Moog Inc. (the “Board”) reserved the right under Section 21 of the Plan to amend the Plan; and

WHEREAS, the Board now wishes to amend the Plan to clarify the intent and scope of the share counting and tax withholding provisions of Section 3 of the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective November __, 2015, as follows:

1. Section 3(a) is amended by deleting the third sentence thereof and replacing it as follows:

“Any Shares of Class B Common Stock issued by Moog in settlement of an Award may not have the effect of increasing the number of authorized and issued Shares of Class B Common Stock above the number of Shares of Class B Common Stock that are authorized and issued as of the Effective Date.”

2. Section 3(e) is amended by adding the following language to the beginning of the second sentence thereof:

“Solely for purposes of the Share limitation stated in the first sentence of Section 3(a),”

3.In all other respects the Plan remains unchanged.

Moog Inc.

Dated:_______________________ By:_________________________

031407.00003 Business 14396384v1

Document

Exhibit 10.14

SECOND AMENDMENT

TO THE

MOOG INC. 2014 LONG TERM INCENTIVE PLAN

WHEREAS, the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”) was adopted effective January 7, 2015; and

WHEREAS, the Board of Directors of Moog Inc. (the “Board”) reserved the right under Section 21 of the Plan to amend the Plan; and

WHEREAS, the Board now wishes to amend the Plan to change the method of determining the fair market value of shares of the Class B Common Stock under the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective with respect to grants, exercise, settlement or vesting of Awards on or after November 15, 2016, as follows:

1. Section 2(p) is amended by deleting subsection (1) in its entirety and replacing it as follows:

“(1) If the Company Stock is listed for trading on a national securities exchange,

(i) with respect to grant dates of Awards, the Fair Market Value of the Class A Common Stock will be the closing price per share of the Class A Common Stock on the exchange on the last trading day immediately preceding the grant date, and the Fair Market value of the Class B Common Stock will be the closing price per share of the Class B Common Stock on the exchange on the last trading day immediately preceding the grant date; and

(ii) with respect to the exercise dates of SARs and Options, the Fair Market Value of the Class A Common Stock will be the closing price per share of the Class A Common Stock on the exchange on the last trading day immediately preceding the exercise date, and the Fair Market Value of the Class B Common Stock will be the closing price per share of the Class B Common Stock on the exchange on the last trading day immediately preceding the exercise date.”

2. Section 2(p) is amended by adding the following subsection (4) to the end thereof:

“(4) For purposes of tax reporting with respect to Awards, the Fair Market Value of the shares of Class A and Class B Common Stock granted, exercised, issued or vesting will be based, subject to subsections (2) and (3), on the closing price per share of the Common Stock on the exchange on the last trading day immediately preceding the date of grant, exercise, settlement or vesting of the Award, as the case may be.”

3. In all other respects the Plan remains unchanged.

Exhibit 10.14

Moog Inc.

Dated: November 15, 2016 By: _________________________

Approved by Resolution of the Board of Directors adopted dated November 15, 2016

Document

Exhibit 10.15

THIRD AMENDMENT

TO THE

MOOG INC. 2014 LONG TERM INCENTIVE PLAN

WHEREAS, the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”) was adopted effective January 7, 2015; and

WHEREAS, the Board of Directors of Moog Inc. (the “Board”) reserved the right under Section 21 of the Plan to amend the Plan; and

WHEREAS, the Board now wishes to amend the Plan to allow for “Awards” (as defined in the Plan) to be settled in cash, shares of “Company Stock” (as defined in the Plan), or a combination of cash and Company Stock, as the “Committee” (as defined in the Plan) determines in its discretion, provided that the settlement of any Award in cash does not constitute a repricing;

NOW, THEREFORE, the Plan is hereby amended, effective as of November 11, 2019, as follows:

1. Section 4 of the Plan is amended by deleting the third paragraph therein and replacing that paragraph as follows:

“The Committee may, in its absolute discretion, without amendment to the Plan, (a) accelerate the date on which any Option or SAR granted under the Plan becomes exercisable, (b) waive or amend the operation of Plan provisions respecting exercise after termination of service, or otherwise adjust any of the terms of the Option or SAR, and (c) accelerate the Vesting Date or Issue Date, or waive any condition imposed under the Plan with respect to any share of Restricted Stock or RSU, or otherwise adjust any of the terms applicable to an Award. At the discretion of the Committee, and except as would result in a repricing, payment of Awards may be made in cash, Company Stock, or a combination of cash and Company Stock, as the Committee shall determine.”

2. In all other respects the Plan remains unchanged.

Moog Inc.

Dated: November 11, 2019 By: ________________________

Approved by Resolution of the Board of Directors adopted November 11, 2019

Document

Exhibit 10.16

FOURTH AMENDMENT

TO THE

MOOG INC. 2014 LONG TERM INCENTIVE PLAN

WHEREAS, the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”) was adopted effective January 7, 2015; and

WHEREAS, the Board of Directors of Moog Inc. (the “Board”) reserved the right under Section 21 of the Plan to amend the Plan; and

WHEREAS, the Board now wishes to amend the definition of “Fair Market Value” under Plan.

NOW, THEREFORE, the Plan is hereby amended, effective with respect to the grant, exercise, settlement or vesting of Awards on or after November 17, 2020, as follows:

1. Section 2(p) of the Plan is amended in its entirety and replaced as follows:

(p) “Fair Market Value” means:

(1) If the Company Stock is (i) listed for trading on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market, and the NASDAQ Global Select Market), (ii) listed on any national market system, or (iii) listed, quoted or traded on any automated quotation system,

(i) With respect to the grant dates of Awards, the Fair Market Value of the Class A Common Stock shall be the closing price per share of the Class A Common Stock on the exchange or system on the last trading day immediately preceding the grant date or if there is no closing sales price for a share on the date in question, the closing price for a share on the last preceding date for which such quotation exists, as reported on Bloomberg or such other source as the Committee deems reliable, and the Fair Market Value of the Class B Common Stock will be the closing price per share of the Class B Common Stock on the exchange or system on the last trading day immediately preceding the grant date or if there is no closing sales price for a share on the date in question, the closing price for a share on the last preceding date for which such quotation exists, as reported on Bloomberg or such other source as the Committee deems reliable; and

(ii) With respect to the exercise dates of SARS and Options, the Fair Market Value of the Class A Common Stock will be the closing price per share of the Class A Common Stock on the exchange or system on the last trading day immediately preceding the exercise date or if there is no closing sales price for a share on the date in question, the closing price for a share on the last preceding date for which such quotation exists, as reported on Bloomberg or such other source as the Committee deems reliable, and the Fair Market Value of the Class B Common Stock will be the closing price per share of the Class B Common Stock on the exchange or system on the last trading day immediately preceding the exercise date or if there is no closing sales price for a share on the date in question, the closing price for a share on the last preceding date for which such quotation exists, as reported on Bloomberg or such other source as the Committee deems reliable.

(2) If the Company Stock is not (i) listed for trading on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market, and

Exhibit 10.16

the NASDAQ Global Select Market), (ii) listed on any national market system, or (iii) listed, quoted or traded on any automated quotation system, the Fair Market Value of the Class A Common Stock and Class B Common Stock will be the market price per share of the Company Stock as determined in good faith by the Board, using the reasonable application of a reasonable valuation method within the meaning of Code Section 409A, based on all available information material to the value of the Company at such time, or if applicable, the value as determined by an independent appraiser selected by the Board.

In any event, Fair Market Value will be determined in accordance with the valuation requirements of the Treasury Regulations to Code Section 409A.

2. In all other respects the Plan remains unchanged.

Document

Exhibit 10.26

MOOG INC.

2023 MANAGEMENT

SHORT TERM INCENTIVE PLAN

Effective October 2, 2022

Purpose

The purpose of this Moog Inc. 2023 Management Short Term Incentive Plan (the “Plan”) is to attract, motivate and retain highly qualified executives serving on the management team of Moog Inc. (the “Company”), and to reward them according to the success of the Company by paying them annual bonuses (“Bonuses”) in cash and/or shares of the capital stock of the Company (“Company Stock”) contingent on Company performance. This Plan shall apply to the paying of Bonuses with respect to the Company’s fiscal years after Fiscal Year 2022.

General

This Plan supersedes all prior short-term incentive plans; provided that the prior short-term incentive plan - the Moog Inc. Revised Management Short Term Incentive Plan effective October 3, 2021 - shall apply to the payment of Bonuses with respect to Fiscal Year 2022. The Chief Executive Officer of the Company has full authority to establish levels of management eligible to participate in the Plan (“Management Tiers”) and to interpret, amend or modify the Plan at his sole discretion, with the exception of the application of the Plan to executive officers of the Company and the award of Company Stock as a form of payment, which rests with the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company. Notwithstanding the provisions described below for determining the amount of Bonus payable for each Fiscal Year, the determination to make a payment under the Plan and, if made, its allocation, are discretionary. The Committee with respect to executive officers and the Chief Executive Officer with respect to all other eligible employees may make to the extent it or he or she deemed appropriate in view of events occurring during the Plan Year an increase or a decrease to any Bonus amount otherwise payable based on the bonus determination described below.

Plan Year

“Plan Year” refers to the fiscal year of the Company.

Exhibit 10.26

Eligibility

A Company employee is eligible to participate in the Plan and receive a Bonus for a Plan Year if the employee:

•is employed in an “eligible position,” that is, as a Company executive officer or in a management level position determined to be in one of the designated Management Tiers;

•is employed in an eligible position at the start of the Plan Year, or is hired or promoted into an eligible position during the Plan Year; and

•except as described below, is employed in an eligible position on the date payment of the Bonus for a Plan Year is to be made.

Partial Service

The following rules will apply to employees who are employed in an eligible position for only a portion of the Plan Year:

•Retirement. An eligible employee who retires during a Plan Year will be eligible to receive a prorated amount of any Bonus earned for the Plan Year, based on the number of full months of employment in an eligible position during the Plan Year, without regard to the requirement that the employee be employed on the payment date. Where retirement occurs before the end of a Plan Year, the employee will be eligible to receive a prorated bonus based on the number of completed months worked during that year. An employee will be considered a “Retiree” if, at the date on which employment terminates, he or she is at least age 55 and has completed at least 15 years of service or is age 65 or older.

•Disability. An eligible employee who receives long-term disability (“LTD”) payments during a Plan Year under a Company LTD Plan or policy will be eligible to receive a prorated amount of any Bonus earned for the Plan Year. Any Bonus payment earned for the Plan Year will be reduced, based on the number of full months the employee is absent on LTD leave during the Plan Year. LTD leave generally begins after six months of short-term disability leave. An eligible employee will receive employment credit under the Plan while on short-term disability leave. If an eligible employee ceases to qualify for LTD, and the eligible employee does not return to work with the Company at that time, the eligible employee will forfeit any right to receive any unpaid Bonus for the Plan Year.

Exhibit 10.26

•Death. An eligible employee who terminates from the Company on account of death during the Plan Year or before the date payment of the Bonus for a Plan Year is made will be eligible to receive a prorated amount of any Bonus earned for the Plan Year, based on the number of full months of employment in an eligible position during the Plan Year, without regard to the requirement that the employee be employed on the payment date. If requested by the deceased eligible employee’s executor or administrator, the Chief Executive Office for Management Tiers and the Committee for executive officers may provide for payment of an estimated Bonus prior to the otherwise applicable payment date. Any such estimated payment shall be deemed to be final and not adjusted for year-end results.

•Termination for Cause. Regardless of the provisions above, an eligible employee who is terminated by the Company for Cause, whether during or after the Plan Year, will immediately become ineligible and will forfeit any right to receive any unpaid Bonus for the Plan Year. Cause means termination of employment of an eligible employee under the Company’s generally applicable policies and procedures.

•Leave of Absence. An eligible employee on a Company-approved leave of absence during a Plan Year (other than disability leave) will be eligible to receive a prorated amount of any Bonus earned for the Plan Year, based on the number of full months of active service performed by the eligible employee for the Company during the Plan Year. For this purpose, an eligible employee will be treated as continuing in active service with the Company for the first 90 days of the approved leave for purposes of calculating Bonus payments. If the Company-approved leave of absence ends for any reason prior to the date any Bonus for the Plan Year is paid, and the eligible employee does not return to work with the Company at that time, the eligible employee will forfeit any right to receive a Bonus for the Plan Year.

•New Hires/Promotions/Other Status Change. An employee who is hired into or promoted into an eligible position or otherwise has a position status change other than described above during the Plan Year will be eligible to receive a prorated amount of any Bonus earned, based on the number of full months of employment in an eligible position during the Plan Year.

Provided, however, in foreign jurisdictions (i.e., outside of the United States of America) modification may be necessary to comply with local laws.

Exhibit 10.26

Separate Agreement

An eligible employee’s right to a Bonus under this Plan may be superseded by the terms of a separate agreement between the Company and the employee that precludes payment of a Bonus for a Plan Year under certain circumstances or upon the occurrence of certain events.

Bonus Determinations

Bonuses for a Plan Year will be based on the Company’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Plan Year. The Bonus amount payable to an eligible employee for a Plan Year will be determined based on a payout curve using an annually established EBITDA performance range. The payout curve for a Plan Year will specify the payout levels at threshold performance, on-target performance, maximum performance, performance between threshold performance and on-target performance, and performance between on-target performance and maximum performance. Eligible employees will receive a pre-determined percentage of their respective Base Salary for performance at the specified EBITDA target (“on-target performance”). Performance above and below target will result in an incremental increase or decrease from the target amount as set out below.

Application of the payout curve is subject to the following rules:

•On-target performance will yield a Bonus amount of 100% of the pre-determined percentage of Base Salary, subject to any applicable proration provided for by the Plan;

•Performance at or above maximum performance will yield a Bonus amount equal to 200% of the pre-determined percentage of Base Salary, subject to any applicable proration provided for by the Plan;

•Threshold performance will yield a Bonus amount of 50% of the pre-determined percentage of Base Salary, subject to any applicable proration provided for by the Plan;

•No Bonus will be payable for performance below threshold performance;

•If performance falls between threshold performance and on-target performance, or between on-target performance and maximum performance, then the Bonus amount will be interpolated on a straight-line basis between the two relevant levels of performance, subject to any proration provided for by the Plan; and

•The applicable Plan Year payout curve will typically be established by the Company each year within 90 days of the beginning of the Plan Year.

Exhibit 10.26

Base Salary means the annualized base rate of pay as of the last day of the Plan Year, prior to any annual salary increase for the following Plan Year, except that in the case of an eligible employee who retires or terminates employment on account of death during a Plan Year, Base Salary means the eligible employee’s annualized base rate of pay as of the date of his or her retirement or death, as applicable. Base Salary in the case of an eligible employee with a part-time status means the annualized base rate of pay as of the last day of the Plan Year based upon of the eligible employee’s part-time standard hours. Subject to adjustment based on local law, base salary does not include bonuses, family allowances, meal allowances, vacation pay premiums, company car allowances and other perquisites of employment.

Time and Form of Payment

Any Bonuses payable with respect to a Plan Year will be paid following the end of the Plan Year. Payments, at the discretion of the Committee, may be made in the form of cash and/or stock. Payments will be made no later than March 15 following the end of the Plan Year.

Miscellaneous

Plan terms for employees in foreign jurisdictions are subject to modification as necessary to comply with local laws.

Bonuses payable under the Plan are subject to any required federal, state, local, foreign, and other applicable taxes and withholdings. The Plan will be governed by and construed in accordance with the laws of the State of New York without regard to principles of choice of laws.

Nothing in the Plan confers upon any employee or other person any rights with respect to the continuation of employment by the Company or interferes in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation payable to the employee from the rate in effect at the commencement of a Plan Year or to otherwise modify the terms of the employee’s employment.

Notwithstanding any other provisions in this Plan, any Bonus that is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

The Company reserves the right to amend any provision or terminate the Plan at any time and for any reason, with or without notice.

Document

Exhibit 10.27

MOOG INC.

DEFERRED COMPENSATION PLAN FOR DIRECTORS AND OFFICERS

Adopted October 1, 1980

Amended and Restated January 1, 2005

Section 1. Effective Date. The original effective date of this Plan is

October 1, 1980. The effective date of the amended and restated Plan document is January 1, 2005.

Section 2. Eligibility. Any Director of Moog Inc. (the “Company”) who is

not an officer or employee of the Company or a subsidiary of the Company, as well as any elected Officer of the Company, is eligible to participate in the Plan. Eligibility does not extend to directors or officers of any affiliate or subsidiary, or to appointed officers, unless the specific director or officer is declared eligible by the Board of Directors of the Company (the “Board”).

Section 3. Deferred Compensation Account. The Committee will establish

and maintain, for each participant who elects to defer a portion of his or her compensation, a Deferred Compensation Account solely for the purpose of measuring the alternative amounts to be ultimately paid out to participants, the value of which will be measured, in part, by the monetary equivalent of shares of the Company’s Class A common stock, $1.00 par value (“Class A Shares”) as provided in subsequent sections of this Plan.

Section 4. Amount of Deferral. A Director participant, in the manner

described in Section 8, may elect to defer receipt of all or a specified part of the compensation otherwise payable to the Director participant for service on the Board. An Officer participant, in

000160.09951 Business 3205973v4

Exhibit 10.27

the manner described in Section 8, may elect to defer receipt of all or a specified part of the compensation otherwise payable to the Officer participant under any management profit sharing or incentive compensation plan of the Company. Deferred compensation will be credited to the participant’s Deferred Compensation Account (on the dual bases set out in Sections 5 and 6 for contributions made prior to March 30, 2002, but using only the interest crediting method set out in Section 5 for amounts deferred after March 29, 2002) on the date the deferred compensation would otherwise be payable to the participant.

Section 5. Credit to Account. For all contributions, an amount equal to the

participant’s deferred compensation will be credited to his Deferred Compensation Account and a running balance will be kept of all credited sums, together with a monthly credit of the accrued compounded interest thereon at the average six-month Treasury Bill rate for that month.

Section 6. Share Equivalent Credit to Account. In addition, for contributions

of deferred compensation made prior to March 30, 2002 only, the closing price of Class A Shares on the New York or American Stock Exchange, as the case may be, on the date the deferred compensation is credited, as provided in Section 4, will be determined and divided into the total amount of the participant’s deferred compensation to establish a Class A Share equivalent number that will be credited to the participant’s Deferred Compensation Account on the date of the contribution. No interest will accrue to the monetary value of the share equivalent number, but this share equivalent number will be credited with dividends, if any, in the manner described in Section 7.

000160.09951 Business 3205973v4

Exhibit 10.27

Section 7. Dividend Credit. Until a participant terminates service as an

Officer or Director, and is no longer employed by or serving as a consultant to the Company, the participant’s Deferred Compensation Account will be credited, from time to time and prior to March 30, 2002, with an additional Class A Share equivalent number determined by dividing the amount of any dividends that would be payable on Class A Shares equal to the Class A Share equivalent number credited to each participant’s Deferred Compensation Account, by the closing price of Class A Shares on the New York or American Stock Exchange, as the case may be, on the record date for those dividends. After termination as an Officer or Director, as well as termination of employment or services as a consultant, an individual’s Deferred Compensation Account, until paid in full, will continue to be credited with interest as provided in Section 5, but will not be credited with any additional equivalent of Class A Shares.

Section 8. Time of Election of Deferral. A participant’s election under

Section 4 to defer compensation payable during a calendar year generally must be made not later than December 31 of the preceding calendar year. Unless the election is revoked or a new election is made, the election will remain in effect and be applied to compensation paid in any subsequent calendar year. Notwithstanding the foregoing:

000160.09951 Business 3205973v4

Exhibit 10.27

compensation is earned. For example, if the performance period is the Company’s fiscal year ending September 30 of the calendar year, an Officer participant’s election may be made as late as March 30 of that calendar year.

2.A new Officer or Director of the Company who first becomes eligible for the Plan during the course of a calendar year may make an election under Section 4 to defer compensation payable during that year, provided that (i) the election is made no later than the 30th day after the date the Officer or Director is first eligible for the Plan, and (ii) the election applies only to compensation payable after the election is made. Notwithstanding the preceding sentence, with respect to any compensation payable to an Officer participant under a management profit sharing or incentive compensation plan of the Company that qualifies as performance-based compensation under Code Section 409A, where the deferral election is made in the first year of eligibility but after the beginning of the service period, the election will be deemed to apply to compensation payable after the election is made if the election applies to the portion of the compensation equal to the total amount of the compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

Section 9. Revocations of Deferral Elections. A deferral election will remain

in effect until the participant submits a new deferral election, or until the participant revokes the deferral election, or until the participant ceases to be an Officer or Director, whichever occurs first. A participant who no longer wishes to defer future compensation must revoke his deferral election by providing written notice to the Company. A new deferral election or a written

000160.09951 Business 3205973v4

Exhibit 10.27

revocation of a deferral election generally will take effect on the first day of the calendar year following the close of the year in which the revocation or deferral election is filed with the Company. Notwithstanding the foregoing:

1.With respect to any compensation payable during the calendar year under a management profit sharing or incentive compensation plan of the Company that qualifies as performance-based compensation under Code Section 409A, an Officer participant’s new deferral election or a written revocation of a deferral election may be made as late as the date that is six months before the end of the performance period for which the performance-based compensation is earned. For example, if the performance period is the Company’s fiscal year ending September 30 of the calendar year, an Officer participant’s new deferral election or a written revocation of a deferral election may be made as late as March 30 of that calendar year.

2.An immediate cancellation of a participant’s deferral election will be permitted if the cancellation is on account of an unforeseeable emergency, within the meaning of Code Section 409A and the regulations thereunder.

Section 10. Manner of Deferral Elections. A participant may elect to defer

compensation by giving written notice to the Company on a form provided by the Company. That notice must include (1) the amount to be deferred; (2) an election of a lump sum payment or installment payments, and the number of annual installments (not to exceed 10), if applicable, for the payment of deferred compensation; and (3) the date of the lump sum payment or the first installment payment. A copy of the notice (i.e., the “Election to Defer Compensation”) is attached hereto and made a part hereof.

000160.09951 Business 3205973v4

Exhibit 10.27

The form and manner for paying deferred compensation benefits specified by a participant in the notice described above will apply only to deferred compensation attributable to amounts deferred while the notice remains in effect. Subject to the Code Section 409A transition rule and the rules for changing the time and form of payment described in Section 12, once a participant designates the form and manner for paying deferred compensation attributable to amounts deferred while a notice is in effect, that time and form for paying that deferred compensation as described in the notice may not be changed.

If the participant wishes to make and file a new deferral election, in accordance with this Section, with respect to compensation payable in a subsequent year, the participant also may specify a new time and manner for paying the deferred compensation attributable to amounts deferred made while the new notice is in effect. To the extent that a participant defers compensation under multiple notices having different times and forms of payment, the Committee will maintain adequate records (e.g., sub-accounts) for tracking amounts deferred under each of those notices.

In the event of a participant’s death before he has received all of the deferred compensation payments to which he is entitled under the Plan, the value of the participant’s Deferred Compensation Account will be determined as of the day immediately following death, and those amounts will be paid to the estate of the deceased participant, or his designated beneficiary, within 20 days after the Company receives written notice of the participant’s death and the appointment of a legal representative of the estate of the deceased participant.

000160.09951 Business 3205973v4

Exhibit 10.27

Section 11. Value of Deferred Compensation Account. Prior to March 30,

2002, the value of a participant’s Deferred Compensation Account is the dollar value of the Deferred Compensation Account attributable to contributions made before March 30, 2002 based on the greater of (A) an amount determined in accordance with Section 6 by multiplying the Class A Share equivalent number credited to a participant’s Deferred Compensation Account by the closing price on the New York or American Stock Exchange, as the case may be, of the Company’s Class A Shares on the date the determination is made, or (B) the dollar value of the Deferred Compensation Account calculated in accordance with Section 5. On March 29, 2002, the dollar value of a participant’s Deferred Compensation Account is determined in accordance with the immediately preceding sentence in this Section using the closing price of the Company’s stock on March 29, 2002 and will be the basis for determining future valuations of the participant’s Deferred Compensation Account. For valuation dates subsequent to March 29, 2002, the dollar value of the Deferred Compensation Account is determined solely in accordance with Section 5.

Section 12. Payment of Deferred Compensation. No withdrawal may be made

from the participant’s Deferred Compensation Account, except as provided in this Section.

General Rule. When annual installments are elected, payments will be made on each January 15 in accordance with the participant’s election as provided in Section 10. The amount of each installment will be determined by dividing the Deferred Compensation Account balance, as determined as provided in Section 11, by the number of installments to be paid or by multiplying the value of the participant’s Deferred Compensation Account, as determined as

000160.09951 Business 3205973v4

Exhibit 10.27

provided in Section 11, by a fraction, the numerator of which is one, and the denominator of which is the total number of installments elected, minus the number of any installments previously paid.

If a lump sum payment has been directed prior to March 30, 2002, the value of the participant’s Deferred Compensation Account will be determined in accordance with Section 11 using the closing price of such Class A Shares traded on the New York Stock Exchange on the preceding December 31.

Whenever a lump sum payment of the full value of the Deferred Compensation Account is to be made to a participant, the Company will make payment in cash, provided, however, the Company, in its sole discretion, may make payment to the participant in Class A Shares to the extent of the amount by which the value of the Deferred Compensation Account exceeds the dollar value of the deferred compensation credited to the Deferred Compensation Account, ignoring any compounded interest credited under Section 5.

409A Transition Rule. If any participant is deferring, or has deferred, compensation under the terms of an “Election to Defer Compensation” form that does not specify both the date on which payment deferred compensation is to commence and the form of payment (e.g., the number of installments) in which the participant will receive his deferred compensation, the participant, not later than December 31, 2006, must execute a new “Election to Defer Compensation” form that specifies the time and manner to which his deferred compensation will be paid. Even if a participant is deferring, or has deferred, compensation under the terms of an “Election to Defer Compensation” form that specifies the time and manner

000160.09951 Business 3205973v4

Exhibit 10.27

for paying his deferred compensation, the participant, consistent with the provisions found in Internal Revenue Service Notice 2005-1 and regulations proposed under Code Section 409A, may make a new payment election that (i) overrides any prior election, and (ii) specifies a new time and form for making payments of previously accumulated deferred compensation amounts, as long as the new election is made in accordance with Section 10 and is made prior to December 31, 2006. However, a participant, in calendar year 2006, may not change payment elections (x) with respect to payments the participant would otherwise receive in 2006, or (y) that would cause deferred compensation amounts to become payable in 2006.

Changing the Time and Form of Payment. At any time, a participant may elect to change the date on which, and the form of benefit under which, he is to receive his deferred compensation payments under the Plan, provided (i) the new election is made in writing, (ii) the new election is not effective until 12 months after the date on which the election is made, (iii) in the case of an election related to a specific time or pursuant to a fixed schedule, the new election is not made fewer than 12 months prior to the date of the first payment, and (iv) in the case of an election related to a payment other than a payment on account of death, the first payment with respect to which the new election is made is deferred for a period of not less than 5 years from the date the payment would otherwise have been made.

Six-Month Delay. If deferred compensation is payable to a participant who is a Specified Employee solely because that participant has “separated from service” within the meaning of Code Section 409A, that deferred compensation may not be paid prior to the date that is six months after the participant’s separation from service (or, if earlier, the date of the

000160.09951 Business 3205973v4

Exhibit 10.27

participant’s death). Payments to which a participant would otherwise be entitled during the first six months following the date of his separation from service will be accumulated and paid, along with any interest, on the day that is six months after the participant’s separation from service.

During the period of payment suspension, all amounts accumulated will earn interest. Interest will be calculated using the average of the monthly borrowing rate under the Company’s principal U.S. credit facilities or its equivalent for the six months prior to termination of service. Interest due the participant will be determined by multiplying each delayed payment by the interest rate as determined, with the product then multiplied by a fraction, the numerator of which is the number of months each payment was delayed and the denominator of which is 12. For purposes of the Plan, “Specified Employee” means is an employee who is determined to be a “specified employee” within the meaning of Code Section 409A, based on an “identification date” within the meaning of Code Section 409A of December 31. An Executive who is a Specified Employee at any time during the 12-month period ending on December 31 will be deemed to be a Specified Employee for the 12-month period commencing the following April 1.

Section 13. Participant’s Rights Unsecured. The right of any participant to

receive any future installments under the provisions of this Plan will be an unsecured claim against the general assets of the Company. Although prior to March 30, 2002 the amounts of deferred compensation may, in part, be measured by a Class A Share equivalent number, no participant has any right to receive any shares of Class A stock.

Section 14. Statement of Account. Statements will be sent to participants at

least annually, but in any event, not later than February as to the value of the participant’s

000160.09951 Business 3205973v4

Exhibit 10.27

Deferred Compensation Account as of the end of December of the preceding year, as determined in accordance with Section 9.

Section 15. Assignability. The right to receive payments under this Plan is not

transferable or assignable by a participant, except by will or by the laws of descent and distribution.

Section 16. Dilution and Other Adjustments. In the event of any changes in

the Company’s Class A Shares by reason of any share distribution or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, corresponding adjustment in the participant’s Deferred Compensation Account will be made by the Company and will be conclusive and binding for all purposes of the Plan.

Section 17. Committee. The Board of Directors of the Company may appoint

a Committee to administer this Plan. The Committee, unless otherwise constituted, is the Executive Compensation Committee of the Board.

Section 18. Amendment. This Plan may, at any time or from time to time, be

amended, modified or terminated by the Board or the Executive Committee of the Board. No amendment, modification or termination may, without the consent of a participant, adversely affect the participant’s accruals in his Deferred Compensation Account.

000160.09951 Business 3205973v4

Document

Exhibit 10.34

MOOG INC.

RETIREMENT SAVINGS RESTORATION PLAN

ARTICLE 1

PURPOSE, DEFINITIONS AND EFFECTIVE DATE

Section 1.1. Purpose. The purpose of the Moog Inc. Retirement Savings Restoration Plan (the "Plan") is to reward a select group of management or highly compensated employees for their valuable services to Moog Inc. (the "Company") by providing them with an opportunity to receive supplemental retirement benefits that are based on certain benefits the employee would have accrued under the Moog Inc. Retirement Savings Plan but for the limitations under Section 401(a)(l 7) of the Code.

Section 1.2. Definitions. For purposes of the Plan, the following terms have the definitions stated below, unless the context clearly indicates otherwise:

(a)"Account" means the bookkeeping Account established by the Company to record the amount of a Participant's Benefit in accordance with Article 4.

(b)"Beneficiary" means any one or more persons, corporations or trusts, or any combination thereof, last designated by a Participant to receive any Benefit provided under the Plan upon his or her death. Any designation made under this Plan will be revocable, must be in writing, and will be effective when delivered to the Company at its principal office. If the Company determines, in its sole discretion, that there is no valid designation, the Beneficiary will be the Participant's estate.

(c)"Benefit" means all benefits provided under this Plan. The Benefit, with respect to any Participant, consists of all amounts in the Participant's Account, as adjusted in accordance with Article 4.

(d)"Board" means the Board of Directors of the Company.

(e)"Change in Control" means the first to occur of any of the following

events:

(1)The date any one person, or more than one person acting as a group, acquires ownership of Common Stock that, together with Common Stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of Common Stock.

(2)The date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons), ownership of Common Stock possessing 30% or more of the total voting power of Common Stock.

Exhibit 10.34

(3)The date a majority of the members of the Company's Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board before the date of the appointment or election.

(4)The date of a merger or consolidation by the Company with or into another person that results in the shareholders of the Company (determined immediately prior to the merger or consolidation) owning less than 50% of the surviving company.

For purposes of this Plan, a "Change in Control" will not be considered to have occurred unless the event constitutes a change in control event under Code Section 409A. Further, for purposes of Section 1.2(e)(l) and Section l.2(e)(2), the acquisition of Common Stock by the following persons will not result in a Change in Control: (i) any employee benefit plan (or related trust) sponsored or maintained by the Corporation, or (ii) any trust, the assets of which are considered owned by the Corporation under subpart E of Part I of subchapter J of the Code.

(f)"Code" means the Internal Revenue Code of 1986, as amended.

(g)"Code Section 401(a)(l 7) Limit" means the applicable compensation limit in effect under Code Section 401(a)(l 7) for the calendar year that includes the first day of the Plan Year. Notwithstanding the foregoing, in the case of the initial Plan Year, "Code Section 401(a)(l 7) Limit" means the applicable compensation limit in effect under Code Section 401(a)(l 7) for the 2018 calendar year.

(h)"Common Stock" means the Class A and Class B $1.00 par value shares of the capital stock of the Company, as well as any other securities of the Company with voting rights or convertible into securities with voting rights.

(i)"Compensation" has the meaning set forth in the Qualified Plan, but determined without regard to the Code Section 40l(a)(l 7) Limit.

(j)"Compensation Committee" means the Executive Compensation Committee of the Board.

(k)"Corporation" means the Company and its subsidiaries and affiliates.

(I) "Covered Pay" has the meaning set forth in the Qualified Plan, but determined without regard to the Code Section 401(a)(l 7) Limit.

(m)"Disability" means a mental or physical disability that can be reasonably be expected to result in death or that renders a Participant unable to perform his or her regular duties for the Company for a continuous period of at least 6 months, as determined by the

Exhibit 10.34

Compensation Committee in its sole discretion. The Compensation Committee may, in its sole discretion, retain an expert to advise it with regard to the existence of a Participant's Disability.

(n)"Employee" means an employee of the Corporation.

(o)"ERISA" means the Employee Retirement Income Security Act of 1974,

as amended.

(p)"Executive" means an Employee who is elected as a corporate officer of

the Company at a level of vice president or above.

(q)"Matching Restoration Contribution" means a contribution made by the Company to an Account in accordance with Section 3.1

(r)"Participant" means an Executive selected to participate in the Plan in accordance with Article 2.

(s)"Payment Commencement Date" means the date a Participant's Benefit is paid or commences to be paid, as provided in Article 5 and Section 6.1.

(t)"Plan Year" means the 12-month period beginning October 1 and ending the following September 30, except that the initial Plan Year will be the period beginning on the Effective Date and ending on September 30, 2019.

(u)"Qualified Plan" means the Moog Inc. Retirement Savings Plan, as it may amended from time to time.

Exhibit 10.34

(v) "Rabbi Trust" means the rabbi trust, if any, estbalished by the Company under section 4.4

(w)"Retirement Restoration Contribution" means a contribution made by the Company to an Account in accordance with Section 3.2.

(x)"Separation Date" means the date a Participant incurs a Separation from

Service.

(y)"Separation from Service" means the termination of a Participant's

employment with the Company for any reason other than death. A Separation from Service under this Plan must be interpreted to comply with the requirements for a "separation from service" under Code Section 409A.

(z)"Year of Vesting Service" has the meaning set forth in the Qualified Plan, as it may be amended from time to time. For the avoidance of doubt, a Participant will be

Exhibit 10.34

credited with Years of Vesting Service performed prior to the establishment of the Plan and any Years of Vesting Service performed prior to his or her commencement of participation in the Plan.

Section 1.3. Effective Date. Except as otherwise provided, the "Effective Date" of this Plan is January 1, 2019.

ARTICLE 2

PARTICIPATION AND VESTING

Section 2.1. Period of Participation. An Executive selected for participation in the Plan by the Board will become a Participant on the date designated by the Board. A Participant will cease to be an active Participant on the earliest to occur of (i) the Participant's Separation Date, (ii) the date the Participant otherwise ceases to be an Executive, (iii) the date of the Participant's death, or (iv) the date the Participant's eligibility is terminated by the Board in its sole discretion.

Section 2.2. Vesting.

(a)Matching Restoration Contribution. A Participant will at all times be 100% vested in the portion of his or her Account attributable to Matching Restoration Contributions (including any earnings thereon).

(b)Retirement Restoration Contributions. A Participant will become 100% vested in the portion of his or her Account attributable to Retirement Restoration Contributions (including earnings thereon) after having performed 3 Years of Vesting Service. Except as otherwise provided in this Section 2.2, if a Participant incurs a Separation from Service prior to completing 3 Years of Vesting Service, the Participant will automatically forfeit the entire portion of his or her Account attributable to Retirement Restoration Contributions without any further action required by the Company.

(c)Death. To the extent a Participant is not already 100% vested in his or her Account, if a Participant dies before incurring a Separation from Service, the Participant will become 100% vested in his or her Account as of his or her date of death.

(d)Disability. To the extent a Participant is not already 100% vested in his or her Account, if a Participant incurs a Separation from Service on account of Disability, the Participant will become 100% vested in his or her Account as of his or her Separation Date.

(e)Change in Control. To the extent a Participant is not already 100% vested in his or her Account, if there is a Change in Control before a Participant incurs a Separation

Exhibit 10.34

from Service, the Participant will become 100% vested in his or her Account as of the date of the Change in Control.

ARTICLE 3

CONTRIBUTIONS

Section 3.1. Matching Restoration Contribution. For each Plan Year in which a Participant's Compensation for such Plan Year exceeds the Code Section 401(a)(l 7) Limit, the Company will credit a Participant's Account with a Matching Restoration Contribution. The amount of any Matching Restoration Contribution, if any, will equal the "401(k) Matching Contribution" (as defined in the Qualified Plan) the Participant would have received under the Qualified Plan for such Plan Year but for the Code Section 401(a)(l 7) limit, less any 401(k) Matching Contribution actually made to the Qualified Plan for the Plan Year in respect of the Participant.

Section 3.2. Retirement Restoration Contributions. For each Plan Year in which a Participant's Covered Pay for such Plan Year exceeds the Code Section 401(a)(l 7) Limit, the Company will credit a Participant's Account with a Retirement Restoration .

Contribution. The amount of any Retirement Restoration Contribution, if any, will equal the "Retirement Contribution" (as defined in the Qualified Plan) the Participant would have received under the Qualified Plan for such Plan Year but for the Code Section 401(a)(l 7) limit, less any Retirement Contribution actually made to the Qualified Plan for the Plan Year in respect of the Participant.

Section 3.3. Initial Plan Year. For purposes of this Article 3, Compensation and Covered Pay received by a Participant on or after October 1, 2018, but before the Effective Date, will be counted as Compensation and Covered Pay for the initial Plan Year.

ARTICLE 4

ACCOUNTS AND INVESTMENTS

Section 4.1. Establishment of Account. The Company will establish and maintain for each Participant a bookkeeping Account to which it will credit all Matching Restoration Contributions and Retirement Restoration Contributions on behalf of the Participant under Article 3. Any Matching Restoration Contributions and Retirement Restoration Contributions will be credited to a Participant's Account as soon as administratively practicable following the Plan Year to which the relevant contribution relates.

At no time may any Participant be deemed to have any right, title, or interest, legal or equitable, in any asset of the Company, including but not limited to any assets or

Exhibit 10.34

investments held in the Participant's Account. The Participant will have no more rights to the assets and investments in the Account than any other unsecured creditor.

Section 4.2. Investment of Account. Participants will be permitted to direct the Company as to the investment of their Accounts in accordance with administrative rules established by the Company. In this regard, a Participant will be permitted to select from among the investment options made available from time-to-time by the Company. The Company may establish one or more default investment funds that a Participant's Account will be invested in if a Participant fails to direct the Company as to the investment of his or her Account.

Notwithstanding anything else in this Section, the Company may, in its sole discretion, limit investment of a Participant's Account to a single investment fund or vehicle. In addition, the Company may, but is not required, to invest amounts equal to the value of a Participant's Account in the investment(s) selected by the Participant. However, earnings or losses with respect to a Participant's Account will be determined in accordance with the investment performance of the Participant's selected investments, whether or not the Company actually invests amounts equal to the Participant's Account in the investment(s) selected by the Participant. The Company will not be liable to any Participant or Beneficiary for any loss or other claim arising out of investments under the Plan except for that caused by the Company's gross negligence or willful misconduct.

Section 4.3. Adjustments to Account. Each Participant's Account will be adjusted by the Company no less often than monthly to reflect (a) the value of the contributions credited to the Account, (b) any earnings or losses on the Account balance in accordance with Section 4.2, and (c) any payments made to the Participant or the Participant's Beneficiary. The amounts allocated and the adjustments made comprise the Participant's Account at any time.

Section 4.4. Rabbi Trust. Except as otherwise provided in this Section, the Company may, but is not required to, establish a Rabbi Trust to which the Company will contribute all amounts credited to a Participant's Account in accordance with Article 3 and Article 4. A Participant's interest in the Account and in the Rabbi Trust, if any, is limited to the right to receive payments as provided under this Plan and the Rabbi Trust, if any, and the Participant's position is that of general unsecured creditor of the Company.

ARTICLE 5

PAYMENT ELECTIONS

Section 5.1. Payment Election. During the 30-day period that commences on the date a Participant first becomes eligible to participate in the Plan under Article 2, the Participant may elect to receive payment of his or her vested Benefit on account of a Separation from Service in a lump sum or in 5, 10, or 15 annual installments. During that same 30-day period, the Participant, subject to the rules of Section 8.12(c), may also elect to have payment of

Exhibit 10.34

his or her vested Benefit commence or be paid within 90 days of the Participant's Separation Date, or on the six-month or 12-month anniversary of the Participant's Separation Date. If a Participant fails to submit a timely payment election in a form acceptable to the Company in its sole discretion, then the Participant will be deemed to have elected to have payment of his or her vested Benefit paid, subject to the rules of Section 8.12(c), in a lump sum within 90 days of the Participant's Separation Date. Subject to Section 5.2, the Participant's election (or deemed election) will become irrevocable at the expiration of the election period.

Notwithstanding the foregoing, to the extent a Participant's payment election under this Section 5.1 would violate Treasury Regulations Section l.409A-2(b)(7)(iii) or otherwise constitute an impermissible late deferral election under Code Section 409A, then, subject to the rules of Section 8.12(c), if the Participant's vested Benefit becomes payable on account of the Participant's Separation from Service, the Participant's vested Benefit will be paid to the Participant in a single lump sum within 90 days of the Participant's Separation Date.

Section 5.2. Subsequent Changes in Payment Election. If the conditions of this Section 5.2 are satisfied, a Participant may make a one-time election to change the time and form of payment in which his or her vested Benefit is payable on account of a Separation from Service. The requirements of this Section 5.2 are satisfied only if the following conditions are met:

(a)The subsequent election is made in a form that is acceptable to the Company in its sole discretion;

(b)A Participant's subsequent election will not take effect until at least 12 months after the date the subsequent election is made;

(c)Any payment with respect to which a Participant's subsequent election applies will be paid to the Participant on a date that is at least 5 years after the date the payment otherwise would have been paid or commence to be paid to the Participant;

(d)In the case of a payment to be made at a specified time or pursuant to a fixed schedule, the subsequent election is made not less than 12 months before the date the payment is scheduled to be paid or commence to be paid; and

(e)The subsequent election otherwise complies with Code Section 409A.

Section 5.3. Installment Elections. If a Participant elects to receive payment of his or her vested Benefit on account of a Separation from Service in 5, 10, or 15 annual installments, then the first annual installment will be determined by multiplying the value of the Participant's Account as of the Participant's Payment Commencement Date (or, if the Company is unable to value the Participant's Account as of the Participant's Payment Commencement Date, the most recent date preceding the Participant's Payment Commencement Date as of which

Exhibit 10.34

the Participant's Account was valued pursuant to Section 4.3) by a fraction, (i) the numerator of which is 1, and (ii) the denominator of which is the total number of annual installments payable to the Participant. Any subsequent annual installments will be paid to the Participant as of the anniversary of the Participant's Payment Commencement Date. The amount to be paid to a Participant for any subsequent installment will be determined in the same manner as with the first installment, except (i) the denominator of the fraction will equal the total number of remaining installments payable to the Participant, (ii) the Participant's Account will be valued as of the applicable anniversary date of the Participant's Payment Commencement Date, and (iii) the Participant's entire remaining Benefit will be paid to the Participant as part of the last installment payment.

ARTICLE 6

TIME OF PAYMENT

Section 6.1. Payment on Account of Separation from Service. Subject to Section 8.12(c), a Participant's vested Benefit will be paid (or commence to be paid) to the Participant in accordance with the Participant's election or deemed election under Section 5.1 or, if applicable, Section 5.2.

Section 6.2. Payment on Account of a Change in Control. If a Change in Control occurs before payment of a Participant's entire vested Benefit has been made under the Plan, any remaining vested amounts in the Participant's Account will be paid to the Participant in a single lump sum payment within 90 days following the occurrence of the Change in Control.

Section 6.3. Death Benefits. If a Participant dies before payment of the Participant's entire vested Benefit has been made under the Plan, any remaining vested amounts in the Participant's Account will be paid to the Participant's Beneficiary in a single lump sum payment as soon as reasonably practicable following the date on which the Participant dies, but in no event more than 90 days after the Participant's death.

Section 6.4. Unforeseeable Emergency. In the event a Participant suffers an Unforeseeable Emergency, the Company, in its sole discretion, may permit the Participant to withdraw a portion of his or her vested Account under the Plan. The determination of whether an Unforeseeable Emergency exists will be made by the Company based on all relevant facts and circumstances. For purposes of this Plan, an "Unforeseeable Emergency" is defined as a severe financial hardship to the Participant (i) resulting from an illness or accident of the Participant, the Participant's spouse, or the Participant's dependent (as defined in Code Section 152(a) without regard to Code Sections 152(b)(l), (b)(2), and (d)(l)(B)); (ii) loss of the Participant's property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control. The amount of the withdrawal will be limited to the amount needed to satisfy the Unforeseeable Emergency, plus taxes reasonably anticipated

Exhibit 10.34

to be owed by the Participant as a result of the withdrawal. A withdrawal will not be allowed under this provision to the extent that the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant's assets (to the extent such liquidation would not itself cause a severe financial hardship).

Withdrawals under this Section will be determined by the Company in compliance with Code Section 409A and related regulations, rulings and procedures.

Section 6.5. De Minimis Cash-Outs. Notwithstanding any other provision of this Plan, the Company, in its sole discretion, may pay a Participant's vested Benefit to the Participant or the Participant's Beneficiary in a single lump sum payment at any time, provided that (a) the value of the Participant's vested Account at the time of the distribution does not exceed the applicable dollar amount under Code Section 402(g)(l )(B), and (b) the payment complies with the rules of Code Section 409A (including, but not limited to, the requirement that any mandatory lump sum cash out payment result in the termination and liquidation of the Participant's entire interest under the Plan and any plan required to be aggregated with the Plan under Code Section 409A).

ARTICLE 7

AMENDMENT, SUSPENSION, OR TERMINATION

Section 7.1. Amendment, Suspension, or Termination. The Company may amend, suspend or terminate the Plan, in whole or in part, at any time by action of the Board.

Section 7.2. No Reduction. Except as required by law, no amendment, suspension or termination may adversely affect the Benefit otherwise available to a Participant under the Plan, determined as if the Participant had ceased being a Participant on or before the effective date of such amendment, suspension, or termination. The value of a Participant's Account, if any, determined as of the effective date of any amendment, suspension, or termination will continue to be adjusted in accordance with Section 4.3 and payable in accordance with Article 5 and Article 6. Notwithstanding the preceding sentence, the Board, in its sole discretion, may terminate the Plan and cause the Company to pay all Benefits in a single lump sum payment to Participants and Beneficiaries to the extent permitted by Code Section 409A.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1. Funding. The Plan constitutes an unfunded arrangement and has the status as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of ERISA. All Benefits under this Plan are payable solely from the Company's general assets, and

Exhibit 10.34

a Participant or Beneficiary has only the rights of a general unsecured creditor of the Company with respect to any Benefit payable under this Plan.

Section 8.2. Non-assignability. No Benefit under this Plan may be assigned or alienated, or be subjected by attachment or otherwise to the claims of creditors of any Participant or Beneficiary.

Section 8.3. Withholding. The Company has the right to deduct or withhold from the Benefit paid under the Plan (or from other amounts payable to the Participant, if necessary) all taxes that are required to be deducted or withheld under any provision of law (including, but not limited to, U.S. Social Security and Medicare taxes (FICA) and income tax withholding) now in effect or that may become effective any time during the term of the Plan.

Section 8.4. Administration. The Plan is administered by the Compensation Committee, which has full discretionary authority and power to: (a) administer the Plan; (b) construe the Plan terms; (c) make factual determinations; (d) resolve any ambiguities or inconsistencies; (e) determine eligibility for participation or benefits; and (f) decide all questions arising in the Plan administration, interpretation or application.

The Compensation Committee may delegate any of its administrative duties under the Plan to any one or more persons, except that no person will be permitted to participate in any decision affecting his or her entitlement to a Benefit under the Plan.

Section 8.5. Exclusivity of Plan. The Plan is intended solely for the purpose of providing deferred compensation to the Participants to the mutual advantage of the parties.

Nothing contained in the Plan in any way affects or interferes with the right of a Participant to participate in any other benefit plan in which he or she may be entitled to participate.

Section 8.6. No Right to Continued Service. Neither the Plan nor any of its provisions may be construed as giving any Participant a right to continued employment with the Corporation.

Section 8.7. Notice. Each notice and other communication concerning the Plan must be in writing and is deemed given only when (a) delivered by hand, (b) transmitted by facsimile or electronic mail (provided that a copy is sent at approximately the same time by registered or certified mail, return receipt requested), or (c) received by the addressee, if sent by registered or certified mail, return receipt requested, or by Express Mail, Federal Express or other overnight delivery service. Notice must be given to the Company at its principal office and to a Participant at his or her last known address (or to such other address, facsimile number, or electronic mail address as a party may specify by notice given to the other party in accordance with this Section).

Exhibit 10.34

Section 8.8. Claims Procedures. If a Participant or a Participant's Beneficiary does not receive the Benefit to which he or she believes he or she is entitled, that person may file a claim in writing in accordance with the Moog Inc. Administrative Claims Procedures for Nonqualified Deferred Compensation Plans, which are hereby incorporated and made a part of this Plan.

Section 8.9. New York Law Controlling. The Plan will be construed in accordance with the laws of the State of New York.

Section 8.10. Severability. Every provision of the Plan is intended to be severable. If any provision of the Plan is illegal or invalid for any reason whatsoever, the illegality or invalidity of that provision will not affect the validity or legality of the remainder of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had never been made part of the Plan.

Section 8.11. Binding on Successors. The Plan is binding upon the Participants and the Company, their heirs, successors, legal representatives and assigns.

Section 8.12. Code Section 409A Provisions.

(a)409A Compliance It is intended that all terms and payments under this Plan comply with and be administered in accordance with Code Section 409A so as not to subject a Participant to payment of interest or any additional tax under Code Section 409A. All terms of the Plan that are undefined or ambiguous will be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or Benefit under this Plan at the time specified would subject such amount or Benefit to any additional tax under Code Section 409A, the payment or provision of such amount or Benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or Benefit could be made without incurring such additional tax. The Company will, to the extent reasonably possible, amend the Plan in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that no amendment is required if such amendment would change the amount payable by the Company under the Plan.

(b)Single Payment. For any Benefit payable in installments under this Plan, the entire series of installments will be treated as a single payment for purposes of Code Section 409A.

(c)Six-Month Delay. Notwithstanding any other provision of the Plan, if it is determined that a Participant is a Specified Employee and that any Benefit payable under the Plan (i) is subject to Code Section 409A and (ii) is payable solely because the Participant has incurred a Separation from Service, then the Participant's Benefit will not be paid (or begin to be

Exhibit 10.34

paid) prior to the date that is six months after the Separation Date (or, if earlier, the date of the Participant's death). Payment of any Benefit to which the Participant would otherwise be entitled during the first six months following the Separation Date will be accumulated and paid on the day that is six months after the Separation Date. For purposes of the Plan, a "Specified Employee" is a Participant who is determined to be a "specified employee" within the meaning of Code Section 409A.

(a)409A Liability Limitation. Benefits under the Plan are intended to comply with the rules of Code Section 409A and will be construed accordingly. However, the Corporation will not be liable to any Participant or Beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code.

Moog Inc

Date: Nov 13, 2018 By: /s/ Paul Walkinson

031407.00003 Business 17584605v2

Document

Exhibit 10.35

FIRST AMENDMENT

TO THE

MOOG INC.

RETIREMENT SAVINGS RESTORATION PLAN

WHEREAS, Moog Inc. (the “Company”) maintains the Moog Inc. Retirement Savings Restoration Plan (the “Plan”); and

WHEREAS, under Article 7 of the Plan, the Company may amend the Plan at any time; and

WHEREAS, the Company wishes to amend the Plan in certain respects.

NOW, THEREFORE, the Plan is amended, effective as of October 1, 2020, as follows:

1.Section 3.1 of the Plan is deleted in its entirety and replaced as follows:

Section 3.1. Matching Restoration Contribution.

(a)Non-RSP(+) Participants. A Participant who is not eligible for “RSP(+) Matching Contributions” (as defined in the Qualified Plan) under the Qualified Plan will be eligible for a Matching Restoration Contribution under this Section 3.1(a). For each Plan Year in which such a Participant’s Compensation for such Plan Year exceeds the Code Section 401(a)(17) Limit, the Company will credit the Participant’s Account with a Matching Restoration Contribution. The amount of any Matching Restoration Contribution, if any, will equal the “401(k) Matching Contribution” (as defined in the Qualified Plan) the Participant would have received under the Qualified Plan for such Plan Year but for the Code Section 401(a)(17) limit, less any 401(k) Matching Contribution actually made to the Qualified Plan for the Plan Year in respect of the Participant.

(b)RSP(+) Participants. A Participant who is eligible for RSP(+) Matching Contributions under the Qualified Plan will be eligible for a Matching Restoration Contribution under this Section 3.1(b). To receive a Matching Restoration Contribution for a Plan Year, such a Participant must make “Salary Reduction Contributions” (as defined in the Qualified Plan) to the Qualified Plan during the Plan Year that are at least equal to the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the calendar year in which the Plan Year begins. If the Participant satisfies the requirements set forth in the preceding sentence, the Company will credit the Participant’s Account with a Matching Restoration Contribution equal to (x) the Code Section 401(a)(17) Limit, times (y) the maximum RSP(+) Matching Contribution rate in effect under the Qualified Plan for the Plan Year, less any RSP(+) Matching Contributions actually made to the Qualified Plan for the Plan Year in respect of the Participant.

By way of example, if the applicable Code Section 401(a) Limit is $285,000, the applicable dollar amount in effect under Code Section 402(g)(1)(B) is $19,500, the maximum RSP(+) Matching Contribution Rate is 50% of a Participant’s Salary Reduction Contributions up to 4% of the Code Section 401(a) Limit, and the RSP+ Matching Contributions actually made to the Qualified Plan

Exhibit 10.35

on behalf of the Participant for the Plan Year are $9,750, then the Matching Restoration Contribution for the Plan Year would be $1,650, determined as ($285,000 x 4%) - $9,750.

2.In all other respects, the Plan remains unchanged.

IN WITNESS HEREOF, the Company, through is duly authorized officer, adopts this First Amendment to the Moog Inc. Retirement Savings Restoration Plan.

MOOG INC.

Dated:__________ ___, 2021	By:
	Title:

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 Group, Inc.	Texas
Genesys Aerosystems, Inc.	Delaware
S-TEC Corporation	Texas
S-TEC Properties, Inc.	Texas
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 Systems (Shanghai) Co., Ltd.	People's Republic of China
Moog Industrial Controls (Shanghai) Co., Ltd.	People's Republic of China
Moog Industrial Controls (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	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 EM Solutions (India) Private Limited	India
Moog India Technology Center Pvt. Ltd.	India
Moog Motion Controls Private Limited	India
Moog Verwaltungs GmbH	Germany
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, and

(5) Registration Statement (Form S-8 No. 333-218546) pertaining to the Moog Inc. Employee Stock Purchase Plan

of our reports dated November 14, 2022, 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 October 1, 2022.

/s/ Ernst & Young LLP

Buffalo, New York

November 14, 2022

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, John R. Scannell, 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, 2022

/s/ John R. Scannell

John R. Scannell

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.;

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, 2022

/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 October 1, 2022 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, 2022

/s/ John R. Scannell

John R. Scannell

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.