Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 10-Q

___________________________________________

(Mark One)

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

For the quarterly period ended January 3, 2015

¨ 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

_________________________________________

INC.

(Exact name of registrant as specified in its charter)

__________________________________________



New York State	16-0757636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
East Aurora, New York	14052-0018
(Address of principal executive offices)	(Zip Code)
(716) 652-2000
(Telephone number including area code)

__________________________________________________________

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

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No ¨

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

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

The number of shares outstanding of each class of common stock as of January 29, 2015 was:

Class A common stock, $1.00 par value, 36,314,621 shares

Class B common stock, $1.00 par value, 3,538,624 shares

Moog Inc.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS





PART I	FINANCIAL INFORMATION		PAGE

	Item 1	Financial Statements:

		Consolidated Condensed Balance Sheets as of January 3, 2015 and September 27, 2014	3

		Consolidated Condensed Statements of Earnings for the Three Months Ended January 3, 2015 and December 28, 2013	4

		Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended January 3, 2015 and December 28, 2013	5

		Consolidated Condensed Statements of Cash Flows for the Three Months Ended January 3, 2015 and December 28, 2013	6

		Notes to Consolidated Condensed Financial Statements	7-19

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 - 36

	Item 3	Quantitative and Qualitative Disclosures about Market Risk	36

	Item 4	Controls and Procedures	36


PART II	OTHER INFORMATION

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37

	Item 6	Exhibits	38

SIGNATURES			39

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Moog Inc.

Consolidated Condensed Balance Sheets

(Unaudited)



(dollars in thousands)	January 3, 2015		September 27, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	240,240	$	231,292
Receivables	706,373		780,874
Inventories	523,823		517,056
Other current assets	128,906		134,842
TOTAL CURRENT ASSETS	1,599,342		1,664,064
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $647,142 and $639,076, respectively	546,329		555,348
GOODWILL	746,557		757,852
INTANGIBLE ASSETS, net	166,391		178,070
OTHER ASSETS	57,116		53,118
TOTAL ASSETS	$	3,115,735	$	3,208,452
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings	$	100,415	$	103,660
Current installments of long-term debt	36		5,262
Accounts payable	153,148		162,667
Customer advances	143,094		145,500
Contract loss reserves	33,914		35,984
Other accrued liabilities	223,479		269,731
TOTAL CURRENT LIABILITIES	654,086		722,804
LONG-TERM DEBT, excluding current installments
Senior debt	551,099		765,114
Senior notes	300,000		—
LONG-TERM PENSION AND RETIREMENT OBLIGATIONS	279,219		288,216
DEFERRED INCOME TAXES	89,545		83,931
OTHER LONG-TERM LIABILITIES	1,670		972
TOTAL LIABILITIES	1,875,619		1,861,037
COMMITMENTS AND CONTINGENCIES (Note 16)	—		—
SHAREHOLDERS' EQUITY
Common stock	51,280		51,280
Other shareholders' equity	1,188,836		1,296,135
TOTAL SHAREHOLDERS' EQUITY	1,240,116		1,347,415
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,115,735	$	3,208,452
See accompanying Notes to Consolidated Condensed Financial Statements.

Moog Inc.

Consolidated Condensed Statements of Earnings

(Unaudited)



	Three Months Ended
(dollars in thousands, except per share data)	January 3, 2015			December 28, 2013
NET SALES	$	630,523		$	643,385
COST OF SALES	446,605			444,076
GROSS PROFIT	183,918			199,309
Research and development	31,321			35,755
Selling, general and administrative	97,827			99,901
Interest	5,368			5,129
Redemption of senior subordinated notes	—			8,002
Other	(36		)	3,665
EARNINGS BEFORE INCOME TAXES	49,438			46,857
INCOME TAXES	14,173			14,760
NET EARNINGS	$	35,265		$	32,097


NET EARNINGS PER SHARE
Basic	$	0.87		$	0.71
Diluted	$	0.86		$	0.70


AVERAGE COMMON SHARES OUTSTANDING
Basic	40,594,886			45,384,652
Diluted	41,080,179			46,010,035
See accompanying Notes to Consolidated Condensed Financial Statements.

Moog Inc.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited)



	Three Months Ended
(dollars in thousands)	January 3, 2015			December 28, 2013
NET EARNINGS	$	35,265		$	32,097
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation adjustment	(42,906		)	5,934
Retirement liability adjustment	5,574			2,420
Change in accumulated loss on derivatives	250			(530		)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	(37,082		)	7,824
COMPREHENSIVE INCOME (LOSS)	$	(1,817	)	$	39,921
See accompanying Notes to Consolidated Condensed Financial Statements.

Moog Inc.

Consolidated Condensed Statements of Cash Flows

(Unaudited)



	Three Months Ended
(dollars in thousands)	January 3, 2015			December 28, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	35,265		$	32,097
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation	19,833			19,444
Amortization	6,741			7,950
Equity-based compensation expense	3,398			3,774
Redemption of senior subordinated notes	—			8,002
Other	7,824			5,631
Changes in assets and liabilities providing (using) cash:
Receivables	62,772			36,329
Inventories	(15,381		)	(2,270		)
Accounts payable	(6,528		)	(16,042		)
Customer advances	(1,019		)	383
Accrued expenses	(35,922		)	(25,964		)
Accrued income taxes	(3,060		)	3,081
Pension assets and liabilities	970			(3,360		)
Other assets and liabilities	3,580			(820		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	78,473			68,235

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(20,160		)	(20,019		)
Other investing transactions	71			(8,577		)
NET CASH USED BY INVESTING ACTIVITIES	(20,089		)	(28,596		)

CASH FLOWS FROM FINANCING ACTIVITIES
Net short term repayments	(3,236		)	(600		)
Net (repayments) proceeds from revolving lines of credit	(214,000		)	182,165
Net (repayments) proceeds on long-term debt	(5,234		)	36
Proceeds from senior notes, net of issuance costs	294,718			—
Payments on senior subordinated notes	—			(191,575		)
Payment of premium on redemption of senior subordinated notes	—			(6,945		)
Proceeds from sale of treasury stock	9,951			1,530
Purchase of outstanding shares for treasury	(122,443		)	(2,617		)
Purchase of stock held by SECT	(4,460		)	(1,792		)
Excess tax benefits from equity-based payment arrangements	4,855			1,112
NET CASH USED BY FINANCING ACTIVITIES	(39,849		)	(18,686		)

Effect of exchange rate changes on cash	(9,587		)	1,526
INCREASE IN CASH AND CASH EQUIVALENTS	8,948			22,479
Cash and cash equivalents at beginning of period	231,292			157,090
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	240,240		$	179,569

CASH PAID FOR:
Interest	$	3,429		$	9,274
Income taxes, net of refunds	6,263			10,961
See accompanying Notes to Consolidated Condensed Financial Statements.

Moog Inc.

Notes to Consolidated Condensed Financial Statements

Three Months Ended January 3, 2015

(Unaudited)

(dollars in thousands, except per share data)

Note 1 - Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for the fair presentation of results for the interim period have been included. The results of operations for the three months ended January 3, 2015 are not necessarily indicative of the results expected for the full year. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Form 10-K for the fiscal year ended September 27, 2014. All references to years in these financial statements are to fiscal years.

Certain prior year amounts have been reclassified to conform to the current year's presentation. The consolidated condensed statements of cash flows has been restated to provide additional detail of financing activities.

Note 2 - Receivables

Receivables consist of:



	January 3, 2015			September 27, 2014
Accounts receivable	$	293,345		$	332,450
Long-term contract receivables:
Amounts billed	98,425			125,497
Unbilled recoverable costs and accrued profits	304,361			313,530
Total long-term contract receivables	402,786			439,027
Other	15,107			13,738
Total receivables	711,238			785,215
Less allowance for doubtful accounts	(4,865		)	(4,341		)
Receivables	$	706,373		$	780,874

We securitize certain trade receivables in transactions that are accounted for as secured borrowings (Securitization Program). We maintain a subordinated interest in a portion of the pool of trade receivables that are securitized. The retained interest, which is included in Receivables in the consolidated condensed balance sheets, is recorded at fair value, which approximates the total amount of the designated pool of accounts receivable. Refer to Note 5, Indebtedness, for additional disclosures related to the Securitization Program.

Note 3 - Inventories

Inventories, net of reserves, consist of:



	January 3, 2015		September 27, 2014
Raw materials and purchased parts	$	199,269	$	198,166
Work in progress	259,010		251,701
Finished goods	65,544		67,189
Inventories	$	523,823	$	517,056

There are no material inventoried costs relating to long-term contracts where revenue is accounted for using the percentage of completion, cost-to-cost method of accounting as of January 3, 2015 and September 27, 2014.

Note 4 - Goodwill and Intangible Assets

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



	Balance as of September 27, 2014		Foreign Currency Translation			Balance as of January 3, 2015
Aircraft Controls	$	192,852	$	(3,708	)	$	189,144
Space and Defense Controls	159,607		(647		)	158,960
Industrial Systems	118,009		(4,179		)	113,830
Components	202,910		(2,171		)	200,739
Medical Devices	84,474		(590		)	83,884
Goodwill	$	757,852	$	(11,295	)	$	746,557

Goodwill at September 27, 2014, in our Medical Devices reporting unit, is net of a $38,200 accumulated impairment loss. Certain factors, including industry conditions and the future profitability of our business might have a negative impact on the carrying value of our goodwill and we may incur additional goodwill impairment charges.

The components of acquired intangible assets are as follows:



		January 3, 2015					September 27, 2014
	Weighted - Average Life (years)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer-related	11	$	176,945	$	(103,818	)	$	180,670	$	(102,251	)
Program-related	18	76,340		(24,052		)	80,054		(24,065		)
Technology-related	9	74,905		(46,814		)	76,057		(46,296		)
Marketing-related	10	26,296		(15,201		)	26,707		(14,779		)
Acquired intangible assets	12	$	354,486	$	(189,885	)	$	363,488	$	(187,391	)

All acquired intangible assets other than goodwill are being amortized. Customer-related intangible assets primarily consist of customer relationships. Program-related intangible assets consist of long-term programs represented by current contracts and probable follow on work. Technology-related intangible assets primarily consist of technology, patents, intellectual property and software. Marketing-related intangible assets primarily consist of trademarks, trade names and non-compete agreements.

Amortization of acquired intangible assets was $6,660 for the three months ended January 3, 2015 and $7,563 for the three months ended December 28, 2013. Based on acquired intangible assets recorded at January 3, 2015, amortization is expected to be approximately $24,700 in 2015, $23,200 in 2016, $20,000 in 2017, $18,200 in 2018 and $16,300 in 2019.

Note 5 - Indebtedness

Short-term borrowings consist of:



	January 3, 2015		September 27, 2014
Securitization program	$	100,000	$	100,000
Lines of credit	415		3,660
Short-term borrowings	$	100,415	$	103,660

The Securitization Program matures on February 13, 2015 and effectively increases our borrowing capacity by up to $100,000. Under the Securitization Program, we sell certain trade receivables and related rights to an affiliate, which in turn sells an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. The Securitization Program can be extended by agreement of the parties thereto for successive 364-day terms. Interest for the Securitization Program is based on prevailing market rates for short-term commercial paper plus an applicable margin. A commitment fee is also charged based on a percentage of the unused amounts available and is not material. The agreement governing the Securitization Program contains restrictions and covenants which include limitations on the making of certain restricted payments, creation of certain liens, and certain corporate acts such as mergers, consolidations and sale of substantially all assets. The Securitization Program has a minimum borrowing requirement equal to the lesser of either 80% of our borrowing capacity or 100% of our borrowing base, which is a subset of the trade receivables sold under this agreement. As of January 3, 2015, our minimum borrowing requirement is $80,000.

In addition to the Securitization Program, we maintain short-term credit facilities with banks throughout the world that are principally demand lines subject to revision by the banks.

On November 21, 2014, we completed the sale of $300,000 aggregate principal amount of 5.25% senior notes due December 1, 2022 at par with interest paid semiannually on June 1 and December 1 of each year, commencing on June 1, 2015. The aggregate net proceeds of $294,718 were used to repay indebtedness under our U.S. bank credit facility, thereby increasing the unused portion of our revolving credit facility.

On May 22, 2014, we amended our U.S. revolving credit facility. The amendment increased the capacity on our revolving credit facility from $900,000 to $1,100,000 and extended the maturity of the credit facility to May 22, 2019. The amendment also provides an expansion option, which permits us to request an increase of up to $200,000 to the credit facility upon satisfaction of certain conditions. The credit facility is secured by substantially all of our U.S. assets.

On December 19, 2013, we repurchased our 7.25% senior subordinated notes due on January 15, 2018 at 103.625%, pursuant to an early redemption right. We redeemed the aggregate principal amount of $200,000 using proceeds drawn from our U.S. revolving credit facility. The associated loss on the redemption includes $6,945 of call premium paid to external bondholders and a $1,057 write off of deferred debt issuance costs.

Note 6 - Product Warranties

In the ordinary course of business, we warrant our products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. We determine warranty reserves needed by product line based on historical experience and current facts and circumstances. Activity in the warranty accrual is summarized as follows:



	Three Months Ended
	January 3, 2015			December 28, 2013
Warranty accrual at beginning of period	$	19,953		$	17,429
Warranties issued during current period	1,465			1,787
Adjustments to pre-existing warranties	(1,132		)	(599		)
Reductions for settling warranties	(1,238		)	(1,380		)
Foreign currency translation	(722		)	132
Warranty accrual at end of period	$	18,326		$	17,369

Note 7 - Derivative Financial Instruments

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

Derivatives designated as hedging instruments

Interest rate swaps are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swaps are designated as hedges of the amount of future cash flows related to interest payments on variable-rate debt that, in combination with the interest payments on the debt, convert a portion of the variable-rate debt to fixed-rate debt. At January 3, 2015, we had interest rate swaps with notional amounts totaling $320,000. The interest rate swaps effectively convert this amount of variable-rate debt to fixed-rate debt at 2.0%, including the applicable margin of 138 basis points as of January 3, 2015. The interest will revert back to variable rates based on LIBOR plus the applicable margin upon the maturity of the interest rate swaps. These interest rate swaps mature at various times between January 15, 2015 and June 5, 2017.

We use foreign currency forward contracts as cash flow hedges to effectively fix the exchange rates on future payments and revenue. To mitigate exposure in movements between various currencies, primarily the Philippine peso, we had outstanding foreign currency forwards with notional amounts of $41,297 at January 3, 2015. These contracts mature at various times through August 26, 2016.

These interest rate swaps and foreign currency forwards are recorded in the consolidated condensed 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) (AOCI). These deferred gains and losses are reclassified into expense during the periods in which the related payments or receipts affect earnings. However, to the extent the interest rate swaps and foreign currency forwards are not perfectly effective in offsetting the change in the value of the payments and revenue being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was not material in the first three months of 2015 or 2014.

Derivatives not designated as hedging instruments

We also have foreign currency exposure on balances, primarily intercompany, that are denominated in foreign currencies and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in the consolidated condensed statements of earnings. To minimize foreign currency exposure, we had foreign currency forwards with notional amounts of $145,420 at January 3, 2015. The foreign currency forwards are recorded in the consolidated condensed balance sheets at fair value and resulting gains or losses are recorded in the consolidated condensed statements of earnings. We recorded the following gains or losses on foreign currency forwards which are included in other income or expense and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other income or expense:



	Three Months Ended
	January 3, 2015		December 28, 2013
Net gain	$	933	$	940

Summary of derivatives

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



		January 3, 2015		September 27, 2014
Derivatives designated as hedging instruments:
Interest rate swaps	Other current assets	$	—	$	70
Interest rate swaps	Other assets	1		107
	Total assets	$	1	$	177
Foreign currency forwards	Other accrued liabilities	$	1,090	$	1,521
Foreign currency forwards	Other long-term liabilities	326		494
Interest rate swaps	Other accrued liabilities	145		110
Interest rate swaps	Other long-term liabilities	68		28
	Total liabilities	$	1,629	$	2,153
Derivatives not designated as hedging instruments:
Foreign currency forwards	Other current assets	$	1,283	$	821
	Total assets	$	1,283	$	821
Foreign currency forwards	Other accrued liabilities	$	2,235	$	2,991
	Total liabilities	$	2,235	$	2,991

Note 8 - 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. Our Level 3 fair value liabilities represent contingent consideration recorded for acquisitions to be paid if various financial targets are met. The amounts recorded were calculated for each payment scenario in each period using an estimate of the probability of the future cash outflows. The varying contingent payments were then discounted to the present value at the weighted average cost of capital. Fair value is assessed on a quarterly basis, or whenever events or circumstances change that indicates an adjustment is required. The assessment includes an evaluation of the performance of the acquired business compared to previous expectations, changes to future projections and the probability of achieving the earn out targets.

The following table presents the fair values and classification of our financial assets and liabilities measured on a recurring basis as of January 3, 2015:



	Classification	Level 1		Level 2		Level 3		Total
Foreign currency forwards	Other assets	$	—	$	1,283	$	—	$	1,283
Interest rate swaps	Other assets	—		1		—		1
	Total assets	$	—	$	1,284	$	—	$	1,284
Foreign currency forwards	Other accrued liabilities	$	—	$	3,325	$	—	$	3,325
Foreign currency forwards	Other long-term liabilities	—		326		—		326
Interest rate swaps	Other accrued liabilities	—		145		—		145
Interest rate swaps	Other long-term liabilities	—		68		—		68
	Total liabilities	$	—	$	3,864	$	—	$	3,864

There were no financial liabilities classified as Level 3 within the fair value hierarchy for the three months ended January 3, 2015. The changes in financial liabilities classified as Level 3 within the fair value hierarchy are as follows:



	Three Months Ended
	December 28, 2013
Balance at beginning of period	$	4,007
Increase in discounted future cash flows recorded as interest expense	97
Increase in earn out provisions recorded as other expense	576
Balance at end of period	$	4,680

Note 9 - Employee Benefit Plans

Net periodic benefit costs for U.S. pension plans consist of:



	Three Months Ended
	January 3, 2015			December 28, 2013
Service cost	$	5,909		$	5,393
Interest cost	8,507			8,339
Expected return on plan assets	(11,784		)	(10,844		)
Amortization of prior service cost	37			37
Amortization of actuarial loss	5,589			4,086
Pension expense for defined benefit plans	8,258			7,011
Pension expense for defined contribution plans	3,534			3,039
Total pension expense for U.S. plans	$	11,792		$	10,050

Net periodic benefit costs for non-U.S. pension plans consist of:



	Three Months Ended
	January 3, 2015			December 28, 2013
Service cost	$	1,591		$	1,362
Interest cost	1,265			1,509
Expected return on plan assets	(1,339		)	(1,143		)
Amortization of prior service credit	(13		)	(15		)
Amortization of actuarial loss	587			350
Pension expense for defined benefit plans	2,091			2,063
Pension expense for defined contribution plans	1,686			1,424
Total pension expense for non-U.S. plans	$	3,777		$	3,487

Net periodic benefit costs for the post-retirement health care benefit plan consists of:



	Three Months Ended
	January 3, 2015			December 28, 2013
Service cost	$	56		$	56
Interest cost	144			156
Amortization of actuarial gain	(26		)	(65		)
Total periodic post-retirement benefit cost	$	174		$	147

Actual contributions for the three months ended January 3, 2015 and anticipated additional 2015 contributions to our defined benefit pension plans are as follows:



	U.S. Plans		Non-U.S. Plans		Total
Actual	$	5,574	$	3,791	$	9,365
Anticipated	47,002		4,768		51,770
	$	52,576	$	8,559	$	61,135

Note 10 - Restructuring

In 2013, we initiated restructuring plans to better align our cost structure with projected sales levels. The restructuring actions taken have resulted in workforce reductions, primarily in the U.S., Europe and Asia.

In 2014, we initiated restructuring plans in response to the business outlook, which includes a change in the mix of sales and delays and cancellations of orders for certain product lines. The restructuring actions taken have resulted in workforce reductions, primarily in the U.S. and Europe.

Restructuring activity for severance by segment is as follows:



	Aircraft Controls			Space and Defense Controls			Industrial Systems			Total
Balance at September 27, 2014	5,439			5,764			186			11,389
Adjustments to provision	(355		)	(329		)	—			(684		)
Payments - 2013 plan	—			(381		)	—			(381		)
Payments - 2014 plan	(2,310		)	(2,034		)	(182		)	(4,526		)
Foreign currency translation	(19		)	(32		)	(4		)	(55		)
Balance at January 3, 2015	$	2,755		$	2,988		$	—		$	5,743

Payments related to these severance benefits are expected to be paid in full by April 4, 2015 for the 2013 plan and primarily by October 3, 2015 for the 2014 plan, with the exception of amounts classified as long-term liabilities based on payment arrangements. As of January 3, 2015, restructuring consists of $5,634 for the 2014 plan and $109 for the 2013 plan.

Note 11 - Income Taxes

The effective tax rates of 28.7% for the three months ended January 3, 2015 and 31.5% and for the three months ended December 28, 2013 are lower than would be expected by applying the U.S. federal statutory tax rate to earnings before income taxes primarily as a result of a significant portion of our earnings that come from foreign operations with lower tax rates.

Note 12 - Shareholders’ Equity

The changes in shareholders’ equity for the three months ended January 3, 2015 are summarized as follows:



				Number of Shares
	Amount			Class A Common Stock		Class B Common Stock
COMMON STOCK
Beginning of period	$	51,280		43,627,531		7,652,182
Conversion of Class B to Class A	—			1,269		(1,269	)
End of Period	51,280			43,628,800		7,650,913

ADDITIONAL PAID-IN CAPITAL
Beginning of period	463,965
Equity-based compensation expense	3,398
Issuance of treasury shares	(3,142		)
Adjustment to market - SECT, and other	8,511
End of period	472,732

RETAINED EARNINGS
Beginning of period	1,447,911
Net earnings	35,265
End of period	1,483,176

TREASURY STOCK
Beginning of period	(360,445		)	(5,806,702	)	(3,319,038	)
Issuance of treasury shares	13,093			447,713		—
Purchase of treasury shares	(119,226		)	(1,682,286	)	(2,238	)
End of period	(466,578		)	(7,041,275	)	(3,321,276	)

STOCK EMPLOYEE COMPENSATION TRUST (SECT)
Beginning of period	(48,458		)			(710,841	)
Purchase of shares	(4,460		)			(62,245	)
Adjustment to market - SECT	(3,656		)			—
End of period	(56,574		)	—		(773,086	)

ACCUMULATED OTHER COMPREHENSIVE LOSS
Beginning of period	(206,838		)
Other comprehensive income (loss)	(37,082		)
End of period	(243,920		)
TOTAL SHAREHOLDERS' EQUITY	$	1,240,116		36,587,525		3,556,551

The changes in AOCI, net of tax, by component for the three months ended January 3, 2015 are as follows:



	Accumulated foreign currency translation			Accumulated retirement liability			Accumulated (loss) on derivatives			Total
AOCI at beginning of period	$	9,254		$	(214,984	)	$	(1,108	)	$	(206,838	)
Other comprehensive income (loss) before reclassifications	(42,906		)	—			(316		)	(43,222		)
Amounts reclassified from AOCI	—			5,574			566			6,140
Other comprehensive income (loss)	(42,906		)	5,574			250			(37,082		)
AOCI at end of period	$	(33,652	)	$	(209,410	)	$	(858	)	$	(243,920	)

The amounts reclassified from AOCI into earnings are as follows:



		Three Months Ended
	Statement of earnings classification	January 3, 2015			December 28, 2013
Retirement liability:
Prior service cost (credit)		$	293		$	(327	)
Actuarial losses		7,552			4,298
Reclassification from AOCI into earnings		7,845			3,971
Tax effect		(2,271		)	(1,551		)
Net reclassification from AOCI into earnings - expense (income)		$	5,574		$	2,420
Derivatives:
Foreign currency forwards	Sales	$	—		$	(192	)
Foreign currency forwards	Cost of sales	505			371
Interest rate swaps	Interest	405			69
Reclassification from AOCI into earnings		910			248
Tax effect		(344		)	(166		)
Net reclassification from AOCI into earnings - expense (income)		$	566		$	82

The amounts deferred in AOCI related to derivatives are as follows:



		Net deferral in AOCI of derivatives - effective portion
		Three Months Ended
	Statement of earnings classification	January 3, 2015			December 28, 2013
Foreign currency forwards	Sales	$	—		$	3
Foreign currency forwards	Cost of sales	121			(891		)
Interest rate swaps	Interest	(629		)	(98		)
Net gain (loss)		(508		)	(986		)
Tax effect		192			374
Net deferral in AOCI of derivatives		$	(316	)	$	(612	)

Note 13 - Stock Employee Compensation Trust

The Stock Employee Compensation Trust (SECT) assists in administering and provides funding for equity-based compensation plans and benefit programs, including the Moog Inc. Retirement Savings Plan. The shares in the SECT are not considered outstanding for purposes of calculating earnings per share. However, in accordance with the trust agreement governing the SECT, the SECT trustee votes all shares held by the SECT on all matters submitted to shareholders.

Note 14 - Earnings per Share

Basic and diluted weighted-average shares outstanding are as follows:



	Three Months Ended
	January 3, 2015	December 28, 2013
Weighted-average shares outstanding - Basic	40,594,886	45,384,652
Dilutive effect of equity-based awards	485,293	625,383
Weighted-average shares outstanding - Diluted	41,080,179	46,010,035

Note 15 - Segment Information

Below are sales and operating profit by segment for the three months ended January 3, 2015 and December 28, 2013 and a reconciliation of segment operating profit to earnings before income taxes. Operating profit is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, number of employees or profit.



	Three Months Ended
	January 3, 2015			December 28, 2013
Net sales:
Aircraft Controls	$	266,368		$	265,416
Space and Defense Controls	99,955			99,450
Industrial Systems	133,366			144,079
Components	99,905			102,685
Medical Devices	30,929			31,755
Net sales	$	630,523		$	643,385
Operating profit and margins:
Aircraft Controls	$	24,458		$	31,771
	9.2		%	12.0		%
Space and Defense Controls	8,726			7,853
	8.7		%	7.9		%
Industrial Systems	13,219			12,286
	9.9		%	8.5		%
Components	14,700			16,189
	14.7		%	15.8		%
Medical Devices	4,598			3,628
	14.9		%	11.4		%
Total operating profit	65,701			71,727
	10.4		%	11.1		%
Deductions from operating profit:
Interest expense	5,368			5,129
Equity-based compensation expense	3,398			3,774
Redemption of senior subordinated notes	—			8,002
Corporate expenses and other	7,497			7,965
Earnings before income taxes	$	49,438		$	46,857

Note 16 - Commitments and Contingencies

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

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

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

We are contingently liable for $13,859 of standby letters of credit issued by a bank to third parties on our behalf at January 3, 2015.

Note 17 - Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Group of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU is intended to eliminate diversity in practice on the release of cumulative translation adjustments into net income when a parent either sells part or all of its investment in a foreign entity, or when it no longer holds a controlling financial interest. In addition, the amendments resolve the diversity in practice for the treatment of business combinations achieved in stages involving a foreign entity. The provisions of this ASU are effective for fiscal years beginning after December 15, 2013 and interim periods within those fiscal years. We adopted this amendment in the first quarter of 2015. The adoption of this standard did not have a material impact on our financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report filed on Form 10-K for the fiscal year ended September 27, 2014. All references to years in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to fiscal years and amounts may differ from reported values due to rounding.

OVERVIEW

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

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


•	Defense market - primary and secondary flight controls for military aircraft, tactical and strategic missile steering controls and gun aiming controls, stabilization and automatic ammunition loading controls for armored combat vehicles.


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


•	Commercial space market - space satellite positioning controls and thrust vector controls for space launch vehicles.

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


•	Industrial automation market - injection molding, metal forming, heavy industry, material and automotive testing, pilot training simulators and surveillance systems.


•	Energy market - oil and gas exploration, wind energy and power generation.


•	Medical market - motors used in sleep apnea devices, enteral clinical nutrition and infusion therapy pumps and CT scanners.

We operate under five segments, Aircraft Controls, Space and Defense Controls, Industrial Systems, Components and Medical Devices. Our principal manufacturing facilities are located in the United States, United Kingdom, Philippines, Germany, Italy, Netherlands, China, Costa Rica, Japan, Luxembourg, India, Canada and Ireland.

We have long-term contracts with some of our customers. These contracts are predominantly within Aircraft Controls and Space and Defense Controls and represent 34%, 33% and 32% of our sales in 2014, 2013 and 2012, respectively. We recognize revenue on these contracts using the percentage of completion, cost-to-cost method of accounting as work progresses toward completion. The remainder of our sales are recognized when the risks and rewards of ownership and title to the product are transferred to the customer, principally as units are delivered or as service obligations are satisfied. This method of revenue recognition is predominantly used within the Industrial Systems, Components and Medical Devices segments, as well as with aftermarket activity.

We concentrate on providing our customers with products designed and manufactured to the highest quality standards. Our products are applied in demanding applications, "When Performance Really Matters^®." We believe we have achieved a leadership position in the high performance, precision controls market, by capitalizing on our strengths, which include:


•	superior technical competence in delivering mission-critical solutions,


•	an innovative customer-intimacy approach,


•	a diverse base of customers and end markets served by a broad product portfolio,


•	well-established international presence serving customers worldwide, and


•	a proven ability to successfully undertake investments designed to enhance our control systems product franchise and drive continued growth.

These strengths afford us the ability to innovate our current solutions into new, complimentary technologies, providing us the opportunity to expand our product scope supply from one market to another. In addition, we will continue to strive for achieving substantial content positions on the platforms on which we currently participate, while strengthening our position in the current niche markets we serve. We also look for innovation in all aspects of our business, employing new technologies to improve productivity and to develop innovative business models.

These activities will help us achieve our financial objectives of increasing our revenue base and improving our long term profitability and cash flow from operations while continuously focusing on internal cost improvement initiatives. In doing so, we expect to maintain a balanced, diversified portfolio in terms of markets served, product applications, customer base and geographic presence. Our fundamental strategies to achieve our objectives include:


•	maintaining our technological excellence by building upon our systems integration capabilities while solving our customers’ most demanding technical problems in applications "When Performance Really Matters^®,"


•	utilizing our global capabilities and strong engineering heritage,


•	continuing to grow our profitable aftermarket business,


•	capitalizing on strategic acquisitions and opportunities,


•	maximizing customer value through continuous cost improvements, and


•	investing in talent development to accelerate our leadership capability and employee performance.

We face numerous challenges to improve shareholder value. These include, but are not limited to, adjusting to dynamic global economic conditions that are influenced by governmental, industrial and commercial factors, pricing pressures from customers, strong competition, foreign currency fluctuations and increases in employee benefit costs. We address these challenges by focusing on strategic revenue growth, by continuing to improve operating efficiencies through various process and manufacturing initiatives and using low cost manufacturing facilities without compromising quality. Based on periodic strategy reviews, including the financial outlook of our business, we may also engage in restructuring activities, including reducing overhead, consolidating facilities and exiting some product lines.

CRITICAL ACCOUNTING POLICIES

On an ongoing basis, we evaluate the critical accounting policies used to prepare our consolidated financial statements, including, but not limited to, revenue recognition on long-term contracts, contract loss reserves, reserves for inventory valuation, reviews for impairment of goodwill, purchase price allocations for business combinations, pension assumptions and deferred tax asset valuation allowances.

There have been no material changes in critical accounting policies in the current year from those disclosed in our 2014 Annual Report on Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This ASU is intended to change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and the International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations. The provisions of this ASU are effective for fiscal years beginning after December 15, 2014 and interim periods within those fiscal years. This amendment is applicable to us beginning in the first quarter of 2016. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this standard is not expected to have a material impact on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU can be applied using one of two prescribed retrospective methods, and no early adoption is permitted. The provisions of this ASU are effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. This amendment is applicable to us beginning in the first quarter of 2018. We are currently evaluating the adoption of this standard on our financial statements.

In June 2014, the FASB issued ASU No. 2014-11, “Transfers and Servicing (Topic 860): Repurchase to Maturity Transactions, Repurchase Financings and Disclosures.” This ASU changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting, requires certain disclosures for transactions accounted for as sales and requires certain disclosures for other transactions accounted for as secured borrowings. The provisions of this ASU are effective for fiscal years beginning after December 15, 2014 and for interim periods beginning after March 15, 2015. This amendment is applicable to us beginning in the third quarter of 2015. Other than requiring additional disclosures, the adoption of this standard is not expected to have a material impact on our financial statements.

In August 2014, the FASB issued ASU No. 2014-13, “Consolidation (Topic 810): Measuring the Financial Assets and Financial Liabilities of a Consolidated Collateralized Financing Entity.” This ASU allows a reporting entity to elect to measure the financial assets and the financial liabilities of a consolidated collateralized financing entity using either the measurement alternative included in the Update or Topic 820. The provisions of this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted as of the beginning of an annual period. This amendment is applicable to us beginning in the first quarter of 2017. The adoption of this standard is not expected to have a material impact on our financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. This ASU also requires management to disclose certain information depending on the results of the going concern evaluation. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early adoption is permitted. This amendment is applicable to us beginning in the first quarter of 2017. The adoption of this standard is not expected to have a material impact on our financial statements.

In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This ASU eliminates from GAAP the concept of extraordinary items. The ASU retains and expands the existing presentation and disclosure guidance for items that are unusual in nature or occur infrequently to also include items that are both unusual in nature and infrequently occurring. The provisions of this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted, provided that presentation applied to the beginning of the fiscal year of adoption. This amendment is applicable to us beginning in the first quarter of 2017. The adoption of this standard is not expected to have a material impact on our financial statements.



CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK

	Three Months Ended
(dollars and shares in millions, except per share data)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales	$	630.5		$	643.4		$	(12.9	)	(2	%)
Gross margin	29.2		%	31.0		%
Research and development expenses	$	31.3		$	35.8		$	(4.4	)	(12	%)
Selling, general and administrative expenses as a percentage of sales	15.5		%	15.5		%
Interest expense	$	5.4		$	5.1		$	0.2		5	%
Redemption of senior subordinated notes	—			8.0			(8.0		)	n/a
Other	—			3.7			(3.7		)	n/a
Effective tax rate	28.7		%	31.5		%
Net earnings	$	35.3		$	32.1		$	3.2		10	%
Average common shares outstanding	41.1			46.0			(4.9		)	(11	)%
Diluted earnings per share	$	0.86		$	0.70		$	0.16		23	%

Net sales decreased in the first quarter of 2015 compared to the first quarter of 2014. Sales declined in Industrial Systems and Components, while sales in Aircraft Controls, Space and Defense Controls and Medical Devices were relatively flat. Weaker foreign currencies, in particular the Euro relative to the U.S. dollar, contributed $12 million to the sales decline.

Gross margin declined in the first quarter of 2015 compared to the first quarter of 2014 due primarily to an adverse sales mix in Aircraft Controls, as we had lower amounts of foreign military sales. In the first quarter of 2015, we also incurred an additional $3 million for higher pension and inventory obsolescence costs.

Research and development expenses decreased in the first quarter of 2015 compared to the same period in 2014. Within Aircraft Controls, research and development expenses decreased $5 million. The decrease was driven by reduced development activity on the Airbus A350.

On December 19th, 2013, we repurchased our 7.25% senior subordinated notes due on January 15th, 2018. In doing so, we incurred a 3.625% call premium in the first quarter of 2014.

Other expense in the first quarter of 2014 includes a $4 million write-down of a technology investment in Industrial Systems.

In the fourth quarter of 2014, we incurred restructuring expenses, primarily in our Aircraft Controls and Space and Defense Controls segments. The restructuring actions were in response to the business outlook for each segment, including a change in the mix of product sales and delays and cancellations of orders for certain product lines. Each segment's restructuring expense totaled $5 million. We expect these activities to result in $16 million of cost savings during 2015. Through the first quarter of 2015, the total restructuring savings were $2 million and are approximately 14% of our total projected annual benefits. This amount is in line with our expectations.

The effective tax rate decreased in the first quarter of 2015 compared to the first quarter of 2014. The first quarter of 2015 benefited from the enactment of legislation reinstating the 2014 research and development tax credit in the U.S.

Average common shares outstanding decreased in the first quarter of 2015 compared to the same period in 2014 due to our share buyback program. Since the Board of Directors amended the program in January 2014, we have repurchased 5.5 million shares.

Other comprehensive loss increased in the first quarter of 2015. Foreign currency translation adjustments, driven primarily by the British Pound and the Euro relative to the U.S. dollar, were unfavorable, decreasing $21 million and $20 million in the first quarter, respectively.

2015 Outlook – We expect sales in 2015 to decrease 3% to $2.57 billion. We expect modest growth in our Space and Defense Controls and Medical Devices segments. However, we expect sales declines in our Industrial Systems segment due in part to unfavorable foreign exchange translation, as well as unfavorable industrial market conditions. Additionally, we expect sales to decline in Aircraft Controls as growth in Commercial OEM is more than offset by declines in our military business and in our commercial aftermarket programs. We also expect sales to decline slightly in our Components segment as demand for our marine energy products weakens due to the lower price of oil. We expect our operating margin to increase to 11.4%. We expect operating margin increases in all of our segments except Components. The benefits of our restructuring actions in Space and Defense Controls and in Aircraft Controls, and the absence of various charges in our Industrial Systems segment will improve margins. We expect that the U.S. dollar strengthening relative to other currencies will have a neutral operating profit impact as the declines in Industrial Systems will be offset by increases in Aircraft Controls. We also expect that an unfavorable sales mix in Components, due to lower amounts of favorable marine energy product sales, will decrease operating margin. We expect net earnings will decrease 1% to $157 million; however, diluted earnings per share will increase 9% to $3.85. The difference between projected diluted earnings per share growth and projected net earnings growth is anticipated to come from shares repurchased through the end of the first quarter of 2015.

SEGMENT RESULTS OF OPERATIONS AND OUTLOOK

Operating profit, as presented below, is net sales less cost of sales and other operating expenses, excluding interest expense, equity-based compensation expense and other corporate expenses. Cost of sales and other operating expenses are directly identifiable to the respective segment or allocated on the basis of sales, number of employees or profit. Operating profit is reconciled to earnings before income taxes in Note 15 of the Notes to Consolidated Condensed Financial Statements included in this report.

Aircraft Controls



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales - military aircraft	$	126.0		$	137.5		$	(11.6	)	(8	%)
Net sales - commercial aircraft	140.4			127.9			12.5			10	%
	$	266.4		$	265.4		$	1.0		—	%
Operating profit	$	24.5		$	31.8		$	(7.3	)	(23	%)
Operating margin	9.2		%	12.0		%
Backlog	$	710.8		$	723.1		$	(12.3	)	(2	%)

Aircraft Controls' sales were relatively flat in the first quarter of 2015 compared to the first quarter of 2014, as increased commercial OEM production was offset by military sales declines.

In the first quarter of 2015, commercial OEM sales to Boeing increased $7 million and sales to Airbus increased $5 million, both due to the ramp up of new programs and volume increases. Partly offsetting the commercial growth were military sales declines. Foreign military sales decreased $6 million and sales on the F-35 program decreased $4 million, due to lower production activity and the wind down of the development phase.

Operating margin in the first quarter of 2015 declined compared to the same quarter in 2014. The decline is primarily attributable to lower amounts of foreign military sales. Partly offsetting the decline was $5 million of lower research and development costs, as activity on the Airbus A350 program slowed.

The decrease of twelve-month backlog for Aircraft Controls on January 3, 2015 compared to December 28, 2013 is primarily related to work completed on military aftermarket programs. Partly offsetting the decline is an increase in commercial OEM orders.

2015 Outlook for Aircraft Controls – We expect sales in Aircraft Controls to decline slightly to $1.09 billion in 2015. Commercial aircraft sales are expected to increase 3% to $563 million due to strong sales on our OEM programs, with sales on the Airbus A350 program driving the increase. Partially offsetting the OEM growth is an expected decrease in commercial aftermarket sales, as the higher initial provisioning sales in 2014 for the Boeing 787 decline. We also expect an 8% decrease in military sales, as activity on our major military OEM and aftermarket programs will continue to decline. We expect our operating margin will increase to 10.6% in 2015 from 10.4% in 2014. We expect that lower research and development costs, the benefit of our 2014 restructuring activities and the favorable operating profit impact due to the strengthening U.S. dollar relative to other foreign currencies will improve our operating margin. However, we expect that the increase in lower margin sales on early commercial production programs,and lower domestic and foreign military sales, will partly offset the increase in margin.

Space and Defense Controls



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales	$	100.0		$	99.5		$	0.5		1	%
Operating profit	$	8.7		$	7.9		$	0.9		11	%
Operating margin	8.7		%	7.9		%
Backlog	$	275.8		$	284.9		$	(9.2	)	(3	%)

Space and Defense Controls' sales were relatively flat in the first quarter of 2015 compared to the first quarter of 2014, as sales growth in our defense market was mostly offset by sales declines in our space market.

Within our defense market, sales of controls for missile systems increased $2 million due to an increase in production rates. Sales also increased $1 million in our naval systems market. Mostly offsetting this growth was a decline in our space market, as lower demand for satellite avionics products reduced sales $3 million.

Operating margin increased in the first quarter of 2015 compared to the same period of 2014. The increase is partly due to the absence of $2 million in increased program costs in 2014 associated with an acquisition in our space market. Also operating margin increased $2 million due to the benefits realized from the 2014 restructuring activities in the fourth quarter of 2014. These restructuring savings are approximately 19% of our total expected annual savings and are in line with our expectations. Partly offsetting the increase in operating margin was an additional $2 million in inventory obsolescence charges in our security market.

The decreased level in twelve-month backlog at January 3, 2015 is mainly due to program completions and push outs of various space orders.

2015 Outlook for Space and Defense Controls – We expect sales in Space and Defense Controls to increase 2% to $403 million in 2015. We expect sales in our defense market to increase due to stronger domestic and foreign sales on military vehicles. Offsetting this growth is an expected lower level of satellite component sales. We expect our operating margin to increase to 10.7% in 2015 from 6.6% in 2014 as we benefit from our 2014 restructuring actions, the absence of prior year write-downs and a more favorable sales mix associated with higher defense controls sales.

Industrial Systems



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales	$	133.4		$	144.1		$	(10.7	)	(7	%)
Operating profit	$	13.2		$	12.3		$	0.9		8	%
Operating margin	9.9		%	8.5		%
Backlog	$	176.4		$	195.1		$	(18.7	)	(10	%)

Industrial Systems' sales decreased in the first quarter of 2015 compared to the first quarter of 2014 across our major markets. Weaker foreign currencies, in particular the Euro relative to the U.S. dollar, contributed $7 million to the sales decline.

Within our simulation and test market, sales declined $5 million due to delayed orders from some customers. Additionally, sales in our energy market decreased $4 million as unfavorable macro-economic conditions in Asia affected the sale of our gas and steam turbine products. Sales decreased $2 million in our industrial automation market, mostly due to unfavorable foreign currency translation.

Operating margin increased in the first quarter of 2015 compared to the same period of 2014. The operating margin in the first quarter of 2014 included a $4 million technology investment write-down. Partly offsetting the operating margin increase was higher selling, general and administrative expenses as a percentage of sales due to the lower sales level in the quarter.

The twelve-month backlog for Industrial Systems at January 3, 2015 decreased compared to December 28, 2013 due primarily to foreign currency translation.

2015 Outlook for Industrial Systems – We expect sales in Industrial Systems to decline 10% to $530 million in 2015. We expect that more than half of the decline will come from weaker foreign currencies relative to the U.S. dollar. We expect the remaining decline to come from the macro-economic uncertainty. We expect that our operating margin will increase to 11.5% in 2015 from 9.8% in 2014 as we benefit from our continuing cost containment activities as well as the absence of investment write-downs. We expect the increase to be partially offset by the negative operating profit impact due to the strengthening U.S. dollar relative to other foreign currencies.

Components



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales	$	99.9		$	102.7		$	(2.8	)	(3	%)
Operating profit	$	14.7		$	16.2		$	(1.5	)	(9	%)
Operating margin	14.7		%	15.8		%
Backlog	$	175.0		$	170.9		$	4.1		2	%

Components' sales declined slightly in the first quarter of 2015 compared to the same period in 2014. Sales decreased in our aerospace and defense market as well as our non-aerospace and defense market.

In our non-aerospace and defense market, sales decreased $2 million. Sales were lower in the energy market in the first quarter of 2015 compared to the first quarter of 2014 due to lower sales of large slip rings used on off-shore oil storage vessels. Sales were also lower in the medical market due to timing of customer orders. In our aerospace and defense market, sales decreased $1 million due to lower demand for commercial helicopter products.

Operating margin decreased in the first quarter of 2015 compared to the first quarter of 2014. The lower level of sales, in particular marine sales, contributed to the decline in operating margin.

The twelve-month backlog for Components at January 3, 2015 and December 28, 2013 are comparable.

2015 Outlook for Components – We expect sales to decrease 1% to $420 million in 2015 as growth in our aerospace and defense market is more than offset by declines in our non-aerospace and defense markets. We expect the growth in our aerospace and defense market to come from higher sales in the space market. However, we expect the macro-economic concerns centered around the recent significant decline in the price of crude oil to negatively impact demand for our marine energy products. We expect our operating margin to decrease to 14.0% in 2015 from 15.3% in 2014, due to lower amounts of favorable marine energy product sales in the second half of 2015.

Medical Devices



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net sales	$	30.9		$	31.8		$	(0.8	)	(3	%)
Operating profit	$	4.6		$	3.6		$	1.0		27	%
Operating margin	14.9		%	11.4		%
Backlog	$	15.3		$	14.8		$	0.5		3	%

Medical Devices' sales were relatively flat in the first quarter of 2015 compared to the first quarter of 2014.

In the first quarter of 2015, sales of our other medical device products, driven by increased orders of medical sensors and components, increased $2 million. This increase was more than offset by lower sales of pumps and sets, which decreased $2 million and $1 million, respectively.

Operating profit in the first quarter of 2015 increased due to a more favorable sales mix and lower operational costs.

Twelve-month backlog for Medical Devices is not as substantial relative to sales as compared to our other segments, reflecting the shorter order-to-shipment cycle for this line of business.

2015 Outlook for Medical Devices – We expect sales to increase 4% to $125 million in 2015. We expect sales increases for our administration sets and our medical sensor and components products. We expect our operating margin to increase to 10.9% in 2015 from 8.8% in 2014, as we continue to benefit from an improved cost structure and incremental margin contribution from higher sales volumes.

FINANCIAL CONDITION AND LIQUIDITY



	Three Months Ended
(dollars in millions)	January 3, 2015			December 28, 2013			$ Variance			% Variance
Net cash provided (used) by:
Operating activities	$	78.5		$	68.2		$	10.2		15	%
Investing activities	(20.1		)	(28.6		)	8.5			(30	%)
Financing activities	(39.8		)	(18.7		)	(21.2		)	N/A

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 January 3, 2015, our cash balance was $240 million, which is primarily held outside of the U.S. Cash flow from our U.S. operations, together with borrowings on our credit facility, fund on-going activities, debt service requirements and future growth investments. We reinvest the cash generated from foreign operations locally and such international balances are not available to pay down debt in the U.S. unless we decide to repatriate such amounts. If we decide to repatriate foreign funds, we would then be required to pay U.S. income taxes on those funds.

Operating activities

Cash provided by operating activities increased in the first quarter of 2015 compared to the first quarter of 2014. We benefited $26 million due to favorable timing on collections of receivables, primarily in our Components and Aircraft Controls segments. The change in operating activities was negatively impacted $13 million due to higher levels of inventory, primarily in our Aircraft Controls segment to support the ramp up of new commercial programs.

Investing activities

Cash used by investing activities decreased in the first quarter of 2015 compared to the first quarter of 2014. The decrease is due to the absence of $9 million used to redeem our 7.25% senior subordinated notes that were invested in our supplementary retirement plan.

We expect our 2015 capital expenditures to be approximately $100 million.

Financing activities

Cash used by financing activities in the first quarter of 2015 includes the net proceeds of issuing our $300 million aggregate principal 5.25% senior notes, which were used to repay our revolving credit facility borrowings. Additionally, financing activities in the first quarter of 2015 includes $106 million to fund our stock repurchase program.

Cash used by financing activities in the first quarter of 2014 includes the use of our credit facility borrowings to fund the redemption of our 7.25% senior subordinated notes, including a $7 million redemption call premium.

Off Balance Sheet Arrangements

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

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments have not changed materially from the disclosures in our 2014 Annual Report on Form 10-K, with the exception of the issuance of our 5.25% senior notes, which was completed on November 21, 2014.

CAPITAL STRUCTURE AND RESOURCES

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

On November 21, 2014, we completed the sale of $300 million aggregate principal amount of 5.25% senior notes due December 1, 2022 at par with interest paid semiannually on June 1 and December 1 of each year, commencing on June 1, 2015. The aggregate net proceeds of $295 million were used to repay indebtedness under our U.S. bank credit facility, thereby increasing the unused portion of our revolving credit facility. The senior unsecured notes are general obligations, effectively subordinated to all existing and future secured debt and contain normal incurrence-based covenants.

On May 22, 2014, we amended our U.S. revolving credit facility. The amendment increased the capacity on our revolving credit facility from $900 million to $1,100 million and extended the maturity of the credit facility to May 22, 2019. The amendment also provides an expansion option, which permits us to request an increase of up to $200 million to the credit facility upon satisfaction of certain conditions. The U.S. revolving credit facility had an outstanding balance of $551 million at January 3, 2015. Interest on the majority of the outstanding credit facility borrowings is based on LIBOR plus the applicable margin, which was 138 basis points at January 3, 2015 and will increase to 163 basis points during the second quarter of 2015. The credit facility is secured by substantially all of our U.S. assets.

The U.S. revolving credit facility contains various covenants. The covenant for minimum interest coverage ratio, defined as the ratio of EBITDA to interest expense for the most recent four quarters, is 3.0. The covenant for the maximum leverage ratio, defined as the ratio of net debt, including letters of credit, to EBITDA for the most recent four quarters, is 3.5. The covenant for maximum capital expenditures is $175 million for 2015 and increases by $10 million each year thereafter. 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. We have demonstrated our ability to secure consents to access debt markets. We have also been successful in accessing equity markets from time to time. We believe that we will be able to obtain additional debt or equity financing as needed.

At January 3, 2015, we had $548 million of unused capacity, including $535 million from the U.S. revolving credit facility after considering standby letters of credit. Our ability to utilize the unused borrowing capacity is limited by the leverage ratio covenant, which would restrict borrowings to an additional $504 million as of January 3, 2015.

We have a trade receivables securitization facility (the "Securitization Program"), which terminates on February 13, 2015. Under the Securitization Program, we sell certain trade receivables and related rights to an affiliate, which in turn sells an undivided variable percentage ownership interest in the trade receivables to a financial institution, while maintaining a subordinated interest in a portion of the pool of trade receivables. The Securitization Program can be extended by agreement of the parties thereto for successive 364-day terms. The Securitization Program effectively increases our borrowing capacity by up to $100 million and lowers our cost to borrow funds as compared to the U.S. revolving credit facility. We had an outstanding balance of $100 million at January 3, 2015. The Securitization Program reduced the amount outstanding under our U.S. revolving credit facility and increased the amount of short-term borrowings. The Securitization Program has a minimum borrowing requirement, which was $80 million at January 3, 2015. Interest on the secured borrowings under the Securitization Program was 82 basis points at January 3, 2015 and is based on prevailing market rates for short-term commercial paper plus an applicable margin.

Net debt to capitalization was 36% at January 3, 2015 and 32% at September 27, 2014. The increase in net debt to capitalization is primarily due to our share repurchase program, partially offset by net earnings in the first three months of 2015.

We believe that our cash on hand, cash flows from operations and available borrowings under short and long-term arrangements will continue to be sufficient to meet our operating needs.

On August 12, 2014, the Board of Directors amended our share authorization to buy up to an aggregate of nine million Class A or Class B common shares. Under this program, we have purchased approximately 5,462,000 shares for $376 million as of January 3, 2015.

ECONOMIC CONDITIONS AND MARKET TRENDS

We operate within the aerospace and defense and industrial markets. Our aerospace and defense markets are affected by market conditions and program funding levels, while our industrial markets are influenced by general capital investment trends and economic conditions. A common factor throughout our markets is the continuing demand for technologically advanced products.

Aerospace and Defense

Approximately 62% of our 2014 sales were generated in aerospace and defense markets. Within aerospace and defense, we serve three end markets: defense, commercial aircraft and space.

The defense market is dependent on military spending for development and production programs. Aircraft production programs are typically long-term in nature, offering predictability as to capacity needs and future revenues. We maintain positions on numerous high priority programs, including the Lockheed Martin F-35 Joint Strike Fighter, FA-18E/F Super Hornet 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. Our security and surveillance product line is dependent on government funding at federal and local levels, as well as private sector demand.

Reductions in the U.S. Department of Defense's mandatory and discretionary budgeted spending, which became effective on March 1, 2013, resulting from the Budget Control Act of 2011, have had and will continue to have ongoing ramifications for the domestic aerospace and defense market for the near future. As originally passed, the Budget Control Act provided that, in addition to an initial significant reduction in future domestic defense spending, further automatic cuts to defense spending authorization (which is generally referred to as sequestration) of approximately $500 billion through the Federal Government's 2021 fiscal year would be triggered by the failure of Congress to produce a deficit reduction bill. The sequestration spending cuts were intended to be uniform by category for programs, projects and activities within accounts. The Bipartisan Budget Act of 2013, passed and signed into law in December 2013, provides some opportunities to lessen the effects of sequestration. This act kept the defense base spending budget flat at approximately $500 billion for Federal Government's 2014 and 2015 fiscal years. This provided over $30 billion in sequester relief over the two fiscal years in exchange for extending the imposition of sequestration to fiscal years 2022 and 2023. However, we expect we will continue to face significant challenges over the next decade as a result of sequestration, as our military sales will likely be affected by lower U.S. Department of Defense spending. Currently, we expect to realize approximately $640 million in U.S. defense sales in 2015.

The commercial aircraft market is dependent on a number of factors, including global demand for air travel, which generally follows underlying economic growth. As such, the commercial aircraft market has historically exhibited cyclical swings which tend to track with the overall economy. In recent years, the development of new, more fuel-efficient commercial air transports has helped drive increased demand in the commercial aircraft market, as airlines replace older, less fuel-efficient aircraft with newer models in an effort to reduce operating costs. The aftermarket is driven by usage of the existing aircraft fleet and the age of the installed fleet, and is impacted by fleet re-sizing programs for passenger and cargo aircraft. Changes in aircraft utilization rates affect the need for maintenance and spare parts and impact aftermarket sales. Boeing and Airbus have historically adjusted production in line with air traffic volume. Demand for our commercial aircraft products is in large part dependent on new aircraft production, which is increasing as Boeing and Airbus work to fulfill large backlogs of unfilled orders.

The commercial space market is comprised of large satellite customers, traditionally 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 replacement and global navigation needs. The space market is also partially dependent on the governmental-authorized levels of funding for satellite communications.

Industrial

Approximately 38% of our 2014 sales were generated in industrial markets. Within industrial, we serve three end markets: industrial automation, energy and medical.

The industrial automation market we serve is influenced by several factors including capital investment, product innovation, economic growth, cost-reduction efforts and technology upgrades. We experience challenges from the need to react to the demands of our customers, who are in large part sensitive to international and domestic economic conditions.

The energy market we serve is affected by changing oil and natural gas prices, global urbanization, the resulting increase in demand for global energy and the political climate and corresponding public support for investments in renewable energy generation capacity. Long term drivers for global growth include investments in power generation infrastructure, including renewable energy, and exploration in search of new oil and gas resources. However, in the intermediate term, the current decline in crude oil prices is expected to have a negative impact on global exploration and drilling activities, as our customers reevaluate and potentially delay or cancel these technically complex projects.

The medical market we serve is influenced by economic conditions, regulatory environments, hospital and outpatient clinic spending on equipment, population demographics, medical advances, patient demands and the need for precision control components and systems. Advances in medical technology and medical treatments have had the effect of extending the average life spans, in turn resulting in greater need for medical services. These same technology and treatment advances also drive increased demand from the general population as a means to improve quality of life. Access to medical insurance, whether through government funded health care plans or private insurance, also affects the demand for medical services.

Foreign Currencies

We are affected by the movement of foreign currencies compared to the U.S. dollar, particularly in our Industrial Systems segment. About one-third of our 2014 sales were denominated in foreign currencies. During the first three months of 2015, foreign currencies generally weakened versus the U.S. dollar compared to the first three months of 2014. The translation of the results of our foreign subsidiaries into U.S. dollars decreased sales by $12 million compared to the same period one year ago.

Cautionary Statement

Information included or incorporated by reference in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. These important factors, risks and uncertainties include:


•	the markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate;


•	we operate in highly competitive markets with competitors who may have greater resources than we possess;


•	we depend heavily on government contracts that may not be fully funded or may be terminated, and the failure to receive funding or the termination of one or more of these contracts could reduce our sales and increase our costs;


•	we make estimates in accounting for long-term contracts, and changes in these estimates may have significant impacts on our earnings;


•	we enter into fixed-price contracts, which could subject us to losses if we have cost overruns;


•	we may not realize the full amounts reflected in our backlog as revenue, which could adversely affect our future revenue and growth prospects;


•	if our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted;


•	contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment;


•	the loss of The Boeing Company as a customer or a significant reduction in sales to The Boeing Company could adversely impact our operating results;


•	our new product research and development efforts may not be successful which could reduce our sales and earnings;


•	our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;


•	our business operations may be adversely affected by information systems interruptions, intrusions or new software implementations;


•	our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility;


•	significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements;


•	a write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth;


•	our sales and earnings may be affected if we cannot identify, acquire or integrate strategic acquisitions, or if we engage in divesting activities;


•	our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments;


•	unforeseen exposure to additional income tax liabilities may affect our operating results;


•	government regulations could limit our ability to sell our products outside the United States and otherwise adversely affect our business;


•	new governmental regulations and customer demands related to conflict minerals may adversely impact our operating results;


•	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;


•	future terror attacks, war, natural disasters or other catastrophic events beyond our control could negatively impact our business;


•	our operations are subject to environmental laws, and complying with those laws may cause us to incur significant costs; and


•	we are involved in various legal proceedings, the outcome of which may be unfavorable to us.

These factors are not exhaustive. 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Refer to the Company’s Annual Report on Form 10-K for the year ended September 27, 2014 for a complete discussion of our market risk. There have been no material changes in the current year regarding this market risk information.

Item 4. Controls and Procedures.

(a)

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


(b)	Changes in Internal Control over Financial Reporting. There have been no changes 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.

Effective during our first quarter of 2015, we are utilizing the 2013 version of the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

PART II OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


(c)	The following table summarizes our purchases of our common stock for the quarter ended January 3, 2015.



Period	(a) Total Number of Shares Purchased (1)(2)	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	(d) Maximum Number (or Approximate Dollar Value) of Shares that May yet be Purchased Under the Plans or Programs (3)
September 28, 2014 - October 31, 2014	1,005,598	$	69.02	866,396	4,131,726
November 1, 2014 - November 30, 2014	320,431	74.84		195,300	3,936,426
December 1, 2014 - January 3, 2015	420,740	72.01		398,238	3,538,189
Total	1,746,769	$	70.81	1,459,934	3,538,189


(1)	Reflects purchases by the SECT of shares of Class B common stock from the Moog Inc. Retirement Savings Plan (RSP) as follows: 44,161 shares at $70.71 per share during October, 12,337 shares at $74.75 per share during November and 5,747 shares at $72.14 per share during December.

(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. During October, there were 95,040 shares at $72.69 per share, in November, there were 112,794 shares at $75.22 per share and in December, there were 16,756 shares at $72.68 per share, in connection with the exercise of equity based awards.

(3)

In December 2011, the Board of Directors authorized a share repurchase program, which was amended in January 2014. The program permits the purchase of up to 4,000,000 shares of Class A or Class B common stock in open market or privately negotiated transactions at the discretion of management. In August 2014, the Board of Directors authorized an additional repurchase of up to 5,000,000 shares of Class A or Class B common stock under identical terms and conditions. During October, we purchased 866,396 Class A shares at an average price of $68.53 per share. In November, we purchased 193,300 Class A shares at an average price of $74.62 per share and 2,000 Class B shares at an average price of $75.58 per share. In December, we purchased 398,000 Class A shares at an average price of $71.98 per share and 238 Class B shares at an average price of $71.82 per share.

Item 6. Exhibits.



(a)	Exhibits
	10.1	Supplemental Retirement Plan, as amended and restated, effective January 1, 2013, as amended May 8, 2013.
	10.2	Moog Inc. Stock Employee Compensation Trust Agreement amended and restated as of August 13, 2014.
	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.
	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.
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	Interactive Date files (submitted electronically herewith)



(101.INS)	XBRL Instance Document

(101.SCH)	XBRL Taxonomy Extension Schema Document

(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document

(101.DEF)	XBRL Taxonomy Extension Definition Linkbase Document

(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document

(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Document

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			Moog Inc.

			(Registrant)

Date:	February 3, 2015	By	/s/ John R. Scannell
			John R. Scannell
			Chairman Chief Executive Officer (Principal Executive Officer)

Date:	February 3, 2015	By	/s/ Donald R. Fishback
			Donald R. Fishback
			Vice President Chief Financial Officer (Principal Financial Officer)

Date:	February 3, 2015	By	/s/ Jennifer Walter
			Jennifer Walter
			Controller (Principal Accounting Officer)

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

(Amended and restated, effective January 1, 2013)

The Moog Inc. Supplemental Retirement Plan (the “Plan”) was adopted by Moog Inc., effective August 22, 1978, to provide supplemental retirement benefits for key employees of the Company. The Plan was subsequently amended, or amended and restated, effective: August 30, 1983; May 19, 1987; August 30, 1988; December 12, 1996; November 11, 1999; November 29, 2001; January 1, 2005, December 31, 2008, and February 6, 2012. The Company now wishes to amend and restate the terms of the Plan, effective January 1, 2013.

Thus, the Company hereby amends and restates the Plan as follows:

ARTICLE 1

DEFINITIONS, PURPOSE AND EFFECTIVE DATE

Section 1.1. Definitions. For purposes of the Plan, the following terms have the meanings stated below, unless the context clearly indicates otherwise:

(a) “Alternate Payee” means a spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all or a portion of a Participant’s Benefit under the Plan.

(b) “Beneficiary” means either a Contingent Annuitant or a Designated Beneficiary, as the case may be.

(d) “Board” means the Board of Directors of the Corporation.

(e) “Bonus” means an annual bonus paid to an Executive under the Profit Share Plan or other bonus plan or program of the Company.

(f) “Cause” means: (1) any harmful act or omission that constitutes a willful and a continuing material failure by the Executive to perform the material and essential obligations under his Employment Termination Benefits Agreement (other than as a result of death or total or partial incapacity due to physical or mental illness); (2) the Executive’s conviction of a felony; (3) any willful perpetration by the Executive of a common law fraud upon the Company; or (4) any willful misconduct or bad faith omission by the Executive constituting dishonesty, fraud or immoral conduct that is materially injurious to the financial condition or business reputation of the Company.

031407.00003 Business 11033919v7

Anything in this definition to the contrary notwithstanding, the termination of the Executive’s employment by the Company will not be considered to have been for Cause if the termination results from: bad judgment or mere negligence on the part of the Executive; an act or omission by the Executive without intending to gain, directly or indirectly, a substantial personal profit to which the Executive is not legally entitled; or an act or omission by the Executive that the Executive believed in good faith to have been in the interests of the Company or not opposed to its interests.

(g) “Change of Control” means the transfer, in one or more transactions extending over a period of not more than 24 months, of Common Stock of the Corporation possessing 25% or more of the total combined voting power of all Class A and Class B Shares of Common Stock. A transfer will be deemed to occur if shares of Common Stock are either transferred or made the subject of options, warrants, or similar rights granting a third party the opportunity to acquire ownership or voting control of that Common Stock.

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Common Stock” means the Class A and Class B $1.00 par value shares of the capital stock of the Corporation, as well as all other securities with voting rights or convertible into securities with voting rights.

(j) “Company” means the Corporation and any subsidiaries or affiliated entities of the Corporation.

(k) “Compensation” means, subject to Appendix B, the sum of the Executive’s High Three-Year Salary, plus the Executive’s Highest Annual Bonus.

(1) “High Three-Year Salary” means the average annual rate of base salary paid during the Executive’s High Three Years.

(2) “High Three Years” means the period of three consecutive calendar years (i) ending with or prior to the year in which occurs an Involuntary Termination of Employment, a Change of Control or a Separation from Service due to Disability, Retirement or other voluntary termination of employment, as the case may be, and (ii) during which the sum of the Executive’s annual rate of base salary from the Company for those years is the greatest.

(3) “Highest Annual Bonus” means the highest annual Bonus or Bonuses paid (or, if not paid, the amount, if any, that would have been payable under the terms of the Profit Share Plan) to the Executive with respect to any of the last three fiscal years prior to the occurrence of any of the following events: an Involuntary Termination of Employment, a Change of Control or a Separation from Service due to Disability, Retirement or other voluntary termination of employment, as the case may be. Notwithstanding the prior sentence, a specific Bonus may be excluded from the calculation of a Participant’s Compensation if so determined by the Compensation Committee in its sole discretion and so designated at the time the Bonus is awarded.

- 2 -

(l) “Compensation Committee” means the Executive Compensation Committee of the Board.

(m) “Contingent Annuitant” means an individual designated by a Participant on forms provided by and filed with the Company to receive an annuity under Option 2 in Section 4.3 on the death of the Participant. The Participant may change the Contingent Annuitant at any time prior to the date on which payment of the Benefit is to commence.

(n) “Corporation” means Moog Inc., as well as any successors or assigns of Moog Inc., whether by transfer, merger, consolidation, acquisition of all or substantially all of the business assets, change in identity, or otherwise by operation of law.

(o) “Designated Beneficiary” means the person or persons last designated by the Participant to receive the balance of payments, if any, under Option 3 of Section 4.3 following the death of the Participant. Any designation made under this Plan will be revocable, must be in writing and will be effective when filed with the Company. If the Company determines, in its sole discretion, that there is no valid designation, the Beneficiary will be the Participant’s estate.

(p) “Disability” means a total and permanent disability. A Participant is considered to have a total and permanent disability if he or she is unable to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Compensation Committee or by a licensed practicing physician selected by the Compensation Committee.

(q) “Early Social Security Retirement Age” means the earliest age at which a Participant may commence receiving Social Security benefits under a Social Security program.

(r) “Employment Termination Benefits Agreement” means the written agreement between the Corporation and an Executive providing the terms and conditions of the Executive’s employment as a member of the Company’s management.

(s) “ERP” means the Moog Inc. Employees’ Retirement Plan.

(t) “Executive” means a Company employee who is an elected corporate officer of the Corporation at a level of vice president or above

(u) “Grandfathered Amounts” means amounts deferred and vested before January 1, 2005, including earnings on those amounts, that are “grandfathered” under Code Section 409A and remain subject to the nonqualified deferred compensation rules in effect before January 1, 2005. Those Executives who have Grandfathered Amounts are identified in the attached Appendix C.

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(v) “Involuntary Termination of Employment” means a severance of a Participant’s employment relationship prior to age 65, other than for Cause, by or at the instigation of the Company or by or at the instigation of the Participant where the Participant’s pay has been diminished or reduced to a greater extent than any diminution or reduction of the Company’s Executives generally. Where there has been a Change of Control, Involuntary Termination of Employment also includes a termination of the employment relationship by the Participant (whether before or after age 65), within two years of the Change of Control, in those circumstances where the duties, responsibilities, status, base pay or perquisites of office and employment have been diminished or downgraded, or substantially increased (other than base pay) without the Participant’s actual or implied consent. Notwithstanding the preceding sentence, a general decrease in base pay that is approved by a majority of those Participants who are parties to Employment Termination Benefits Agreements will be considered as having been consented to for purposes of this Plan.

(w) “Participant” means a Company employee who satisfies the participation requirements described in Article 2. The term “Participant” includes an Executive who has ceased to actively participate in the Plan but who has not received payment of his entire Benefit.

(x) “Profit Share Plan” means any management profit sharing or incentive compensation plan of the Company covering a Participant.

(y) “Retirement” means the retirement of a Participant from active employment with the Company at the end of the month in which the Participant attains 65 years of age or later. Retirement also means a Participant’s earlier retirement between the ages of 55 and 65 where the Participant has at least 15 Years of Service.

(z) “Retirement Plan” means any Company-sponsored U.S. or foreign defined benefit, defined contribution or nonqualified deferred compensation retirement plan (other than the Plan), as well as a retirement plan of an Executive’s predecessor employer if service with the predecessor employer is counted for purposes of determining Benefits under this Plan.

(aa) “Separation from Service” means a termination of a Participant’s employment with the Company for any reason. An event will be deemed to constitute a Separation from Service only if it represents a “separation from service” within the meaning of Code Section 409A and related guidance.

(bb) “Service” means the period for which a Participant has worked or will have worked for the Company since the date the Participant was first hired by the Company. A period during which a Participant receives no compensation will not be counted for purposes of computing Years of Service. A Participant’s Service for purposes of Years of Service credit will include up to 6 months of Service during which the Participant is on a leave of absence while receiving Company-provided short-term disability insurance benefits.

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(cc) “Social Security” means the U.S. Social Security program or, where applicable, a foreign state social insurance program under which a Participant is entitled to benefits and to which the Company has made contributions.

(dd) “Specified Employee” is an employee who is determined to be a “specified employee” within the meaning of Code Section 409A and related guidance, based on an identification date 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.

(ee) “Spousal Benefits” means benefits payable to a spouse or former spouse in accordance with Section 3.7.

(ff) “Year of Service” means a 12-month period of Service by a Participant with the Company. Years of Service are measured in years and completed months, beginning with a Participant’s last date of hire with the Company. In computing a Participant’s Years of Service for vesting and benefit accrual purposes, credit will be given for the years and completed months of Service. A Participant who becomes an employee of the Company as a result of the acquisition of an acquired business by the Company will be granted Years of Service credit for prior employment with the acquired business. Where an employee resigns from the Company and is later re-employed by the Company, the Compensation Committee may, in its sole discretion under Section 7.6, award Years of Service credit for the employee’s pre-resignation Service.

Section 1.2. Purpose of the Plan. The Plan is an unfunded plan maintained primarily for the purpose of providing supplemental retirement benefits for a select group of management or highly compensated employees, and participation in the Plan is limited consistent with that purpose. Benefits under the Plan are intended to supplement benefits provided under a Participant’s Retirement Plan or Plans and benefits from Social Security.

Section 1.3. Effective Date. Except as otherwise provided, the Effective Date of this amended and restated Plan is January 1, 2013. Notwithstanding the preceding sentence, the Benefits payable to any Participant who Separated from Service before the Effective Date will continue to be determined in accordance with the terms of the Plan in effect as of the Participant’s Separation from Service.

Section 1.4. Pre-2005 Amounts and Compliance with Section 409A. The Plan will be operated in good faith compliance with Code Section 409A as of January 1, 2005. All amounts earned and vested under the Plan as of December 31, 2004 are intended to be Grandfathered Amounts. No amendment in this restated Plan is intended to be a material modification of the Plan in effect on October 3, 2004 that would subject Grandfathered Amounts to Code Section 409A. All Grandfathered Amounts remain subject to the terms of the Plan in effect as of October 3, 2004, a copy of which is attached as Appendix A. Notwithstanding anything else in this restated Plan or Appendix A, all Grandfathered Amounts will be paid at a time and in a form as determined without regard to any ERP amendments adopted and/or

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effective after October 3, 2004 that would cause a material modification resulting in a loss of grandfathered status for all or a portion of the Grandfathered Amounts.

Section 1.5. Pre-2007 Amounts and Section 409A Transition Rules. Any Benefits commencing between January 1, 2005 and December 31, 2006 will be distributed in compliance with Code Section 409A transition rules governing nonqualified deferred compensation plans under which the time and form of payment of benefits is controlled by elections made under qualified plans. Under the transition rules, Benefits under the Plan that commenced before January 1, 2007 will continue to be paid at the same time and in the same form as benefit payments are made to, or on behalf of, the Participant or spouse under the ERP. Provisions governing the time and form of payment of those Benefits are contained in the Plan document attached as Appendix A.

Section 1.6. Special Rules for “2011 Participants.” Effective February 6, 2012, special rules will apply to the Benefits payable to those Executives who were elected officers of the Corporation and were active Participants in the Plan as of November 30, 2011 (“2011 Participants”), as set forth in the attached Appendix B, which shall be incorporated into and made a part of the Plan.

ARTICLE 2

PARTICIPATION AND VESTING

Section 2.1. Participation. A Company employee becomes a Participant in the Plan when the employee becomes an Executive and his or her participation in the Plan is approved by the Compensation Committee.

Section 2.2. Vesting. Subject to Section 2.3 and, where applicable, Appendix B, a Participant is 100% fully vested in and eligible for payment of Benefits under the Plan if:

(a) the Participant has at least ten Years of Service; and

(b) the Participant has attained (1) age 65, or (2) age 60 with a combined total of age and Years of Service at least equal to 90.

Section 2.3. Acceleration of Vesting.

(a) In the event of a Participant’s Disability before vesting, the Participant will become 100% vested in and eligible for Benefits under Articles 3 and 4 of the Plan.

(b) In the event of an Involuntary Termination of Employment before vesting, other than on account of a Change of Control, a Participant who has at least ten Years of Service with the Company at the time of the Involuntary Termination of Employment will become 100% vested in and eligible for Benefits under Articles 3 and 4 of the Plan.

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(c) In the event of a Change of Control before vesting, a Participant who has at least ten Years of Service with the Company at the time of the Change in Control will become 100% vested in and eligible for Benefits under Articles 3 and 4 of the Plan.

Section 2.4. Forfeiture. Notwithstanding any other provision in this Plan,

(a) in the event of a Participant’s Separation from Service for any reason before vesting, subject to Section 2.3, the Participant’s Benefit will be immediately forfeited and no Benefit will be payable under the Plan; and

(b) in the event of a Participant’s involuntary termination for Cause, the Participant’s Benefit, whether vested or unvested, will be immediately forfeited and no Benefit will be payable under the Plan.

ARTICLE 3

BENEFITS

Section 3.1. Amount of Benefit.

(a) For a Participant with 25 or more Years of Service, subject to adjustment under this Article, the Benefit payable to the Participant under this Plan will equal “A” – (“B” + “C”) where “A” is 65% of the Participant’s Compensation, “B” is the Company-funded annual benefit payable to the Participant for life under one or more Retirement Plans (excluding matching contributions under the Moog Inc. Retirement Savings Plan) beginning at age 65, or, if later, at the age Benefit payments under this Plan commence, and “C” is 50% (or some other percentage as provided in Section 3.3(d)) of the primary Social Security benefit payable to the Participant, as computed in accordance with Section 3.3.

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(b) For a Participant with 10-24 Years of Service, “A” will be determined according to the following schedule:



Years of Service	“A” Total Combined Benefit Target
24	64%
23	63%
22	62%
21	61%
20	60%
19	59%
18	58%
17	57%
16	56%
15	55%
14	54%
13	53%
12	52%
11	51%
10	50%

(c) If Benefits become payable under Section 3.5 or 3.7 on Separation from Service due to Disability or death where a Participant has fewer than ten Years of Service as of the date of death or Disability, “A” will be (i) 40%, plus (ii) an additional 1% for each actual Year of Service completed by the Participant as of the date of death or Disability.

(d) For Participants who are or were participants in a Company-sponsored defined contribution plan, the annual benefit “B” payable to the Participant for life as of any valuation date will be determined by projecting the portion of the Participant’s account balance attributable to Company contributions to age 65 (or the date Benefit payments under this Plan begin, if later) using the expected rate of return used for determining minimum funding requirements for the ERP for the plan year ending with or immediately prior to the valuation date. The projected value so determined will be converted to an annual straight life annuity using the same interest and mortality assumptions used by the Company to determine liabilities for accounting purposes for the ERP for the fiscal year ending with or immediately prior to the valuation date. Non-dollar denominated values will be converted to U.S. dollars using the foreign exchange rate in effect as of the valuation date.

If a Participant who is or was a participant in a Company–sponsored defined contribution plan withdraws some or all of his or her account attributable to Company contributions before Benefits under this Plan commence, the actual account balance at the date of valuation will be adjusted to include an amount equal to the projected value of the withdrawn Company contributions from the date of withdrawal to the valuation date.

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(e) If the Compensation Committee so determines, in its sole discretion, benefits accrued in a retirement plan of another employer may be included in the offset determined under “B,” regardless of whether the Participant’s years of service with the other employer are counted for purposes of determining Benefits under this Plan.

Section 3.2. Benefit Adjustment for Payment Before Age 65. Subject to Appendix B, for a Participant who begins receiving payment under this Plan before attaining age 65, the Benefit payable under this Plan will be reduced by the early payment actuarial discount established under the ERP for the commencement of benefits before age 65.

Section 3.3. Social Security Adjustments.

(a) In the event a Participant commences receiving Benefits prior to attainment of Early Social Security Retirement Age, the Benefit payable under this Plan will include a Social Security “bridge” payment equal to the amount of the Social Security benefit at Early Social Security Retirement Age, until such time as the Participant attains Early Social Security Retirement Age, or, if earlier, the Participant’s date of death. With respect to U.S. Social Security benefits, for a Participant commencing Benefit payments before his or her Early Social Security Retirement Age, the Social Security benefit amount to be used in determining the Benefit payable under this Plan, including the Social Security bridge payment, will be the Social Security amount that would be payable at Early Social Security Retirement Age assuming (i) the Participant’s earnings prior to Separation from Service always exceeded the Social Security maximum taxable amount (except no earnings will be assumed for years during which a Participant was not covered by Social Security), (ii) the Participant receives no Social Security covered wages subsequent to Separation from Service, (iii) an inflation rate equal to the rate used by the Company to determine liabilities for accounting purposes for the Retirement Plan for the fiscal year ending with or immediately prior to the valuation date, and (iv) national average wages increase at a rate equal to the assumed inflation rate plus 100 basis points.

(b) With respect to U.S. Social Security benefits, in the event a Participant commences receiving Benefits at or after Early Social Security Retirement Age and before Social Security benefits have begun, the Social Security benefit amount to be used in determining the Benefit payable under this Plan will be the Social Security amount that would be payable on the actual date of Separation from Service, assuming the Participant’s earnings always exceeded the Social Security maximum taxable amount (except no earnings will be assumed for years during which a Participant was not covered by Social Security).

(c) With respect to U.S. Social Security benefits, in the event a Participant commences receiving Benefits at or after Early Social Security Retirement Age and after Social Security benefit payments have begun, the Social Security benefit amount to be used in determining the Benefit payable under this Plan will be the Social Security amount payable on the date Social Security benefits commenced, without regard to any cost-of-living adjustments subsequently received by the Participant.

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(d) For a Participant with benefits under a foreign Social Security program, the percentage offset under “C” in Section 3.1(a) may be adjusted to reflect the percentage of the Company contribution made under the foreign Social Security program and in a manner consistent with the adjustments described above with respect to the U.S. Social Security program.

(e) Any increases in Social Security benefits payable to a Participant after Separation from Service will not be considered in determining any Benefit payable under this Plan.

Section 3.4. Benefit Commencing After Age 65. In the event a Participant retires after age 65, the amount of Benefit payable under this Plan at Separation from Service will not be adjusted other than as provided under this Article 3. In the event a Participant commences payment after age 65 in accordance with an election made under Section 4.8, the amount of Benefit payable under this Plan will not be adjusted for payment commencement later than age 65. If distribution of Benefits under the Plan with respect to a Participant who is still employed by the Company has commenced as of the end of any fiscal year, then any additional accruals to which the Participant may be entitled under the Plan by virtue of his or her continued employment will be reduced (but not below zero) by the actuarial equivalent of the in-service distributions of Benefits.

Section 3.5. Benefit Upon Separation from Service. Upon a Participant’s Separation from Service for any reason, including Disability, after vesting, other than in the case of an Involuntary Termination on account of a Change of Control, the Participant’s Benefit will be determined under Sections 3.1 and 3.2.

Section 3.6. Benefit Upon a Change of Control. Upon an Involuntary Termination of Employment on account of a Change of Control, a Participant’s Benefit will be determined as follows: the Benefit will be determined under Sections 3.1 and 3.2 using the greater of the Compensation paid to the Participant prior to the Change of Control or the Compensation paid to the Participant prior to the Involuntary Termination of Employment.

Section 3.7. Spousal Benefit Upon Death.

(a) Except as provided in this Section, there is no death benefit payable under this Plan.

(b) Notwithstanding Section 3.7(a), if a married Participant dies before commencing Benefit payments under this Plan, the Participant’s surviving spouse will be entitled to payment of a Spousal Benefit under this Plan, provided (i) the Participant has at least five Years of Service with the Company, and (ii) the Participant and the surviving spouse were married for at least 12 months prior to the Participant’s death. Payment of the Spousal Benefit under this Section will be made in the form of a life annuity.

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The amount of the Spousal Benefit will be 50% of the Benefit that would otherwise have been payable to the Participant had the Participant (1) attained at least age 65 on the day before his death, (2) elected a joint and 50% survivor annuity with his spouse; and (3) retired the day before his death. If payment under this Section commences before the Participant would have attained age 65, the Spousal Benefit will be calculated by (i) reducing the Participant’s Benefit at age 65, determined in the form of a straight life annuity, by the early payment actuarial discount established under the ERP for the commencement of benefits before age 65, (ii) converting the benefit to a joint and 50% survivor annuity based on the Participant’s and surviving spouse’s actual ages at the time of the Participant’s death, and (iii) multiplying the benefit that would have been payable to the Participant by 50%. In the event payment under this Section begins before the Participant would have attained age 55, the Participant’s Benefit will be reduced by the actuarial discount under the ERP to age 55, and then actuarially reduced from age 55 to the age the Participant would have attained on the date payments of the Spousal Benefit would begin using the definition of Actuarial Equivalent established under the ERP.

If necessary to effectuate the terms of a domestic relations order, an Alternate Payee may be treated as a surviving spouse for the purposes of this Spousal Benefit, provided the Benefit payable under this Section does not exceed the amount the Alternate Payee would have received under the domestic relations order had the Participant not died before commencing payment of his or her Benefit.

Section 3.8. Additional Adjustments. Other appropriate adjustments may be made in good faith where necessary to achieve the intended Benefits under the Plan, or to prevent violation of the requirements of Code Section 409A.

ARTICLE 4

TIME AND FORM OF BENEFIT PAYMENT

Section 4.1. Time of Payment. Unless a valid election to defer the time of payment has been made under this Article, payment of a Participant’s vested Benefit will be made as follows:

(a) Subject to Sections 4.8 and 4.9 and Appendix B, in the event of a Separation from Service for any reason other than death, payment will commence as soon as practicable but not later than 90 days following the later of (1) the Participant’s Separation from Service or (2) the Participant’s attainment of age 60.

(b) Payment of a Spousal Benefit under Section 3.7 will commence as follows:

(1) If the Participant had attained at least age 50 at the time of his death, payment of the Spousal Benefit will commence as soon as practicable, but not later than 90 days, following the death of the Participant.

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(2) If the Participant had not yet attained age 50, payment of the Spousal Benefit will commence on the first day of the month coincident with or following the date the Participant would have attained age 50 had he survived.

Section 4.2. Normal Form of Payment. If a Participant does not make an election in the time and manner specified in this Article to receive payment of his Benefit in one of the optional forms of Benefit described in Section 4.3, the Participant’s Benefit will be paid as follows:

(a) If the Participant is married at the time Benefit payment commences, payment will be made in the form of an actuarially reduced joint and 50% survivor annuity with the Participant’s spouse.

(b) If the Participant is not married at the time Benefit payment commences, payment will be in the form of a straight life annuity.

Section 4.3. Optional Forms of Payment.

(a) The payment options that may be elected under this Article are:

(1) Option 1. A straight life annuity.

(2) Option 2. An actuarially reduced annuity payable to the Participant during the Participant’s life, with a life annuity payable after the Participant’s death to a Contingent Annuitant in an amount selected by the Participant that is equal to 50%, 66 2/3%, 75%, or 100% of the amount payable to the Participant. The Participant may divide his Benefit into two or more parts, not necessarily equal, and apply each part separately under this Option and designate a different Contingent Annuitant for each part. Election of Option 2 is conditional upon the statement in the election of the name and sex of each Contingent Annuitant and also upon the delivery to the Company, within 90 days after filing the election of proof satisfactory to the Committee, of the age of each Contingent Annuitant. If the Contingent Annuitant dies prior to the commencement of payment of the Benefit to the Participant, the election of the option will be considered null and void. If a Participant dies before the first Benefit payment is made, no payments will be made to the Contingent Annuitant, except as provided under Section 3.5 for a spouse or Alternate Payee. If the Contingent Annuitant predeceases the Participant after payment of Benefits have commenced to the Participant, the Participant will continue to receive the reduced annuity without change.

(3) Option 3. An actuarially reduced annuity payable to the Participant during the Participant’s life or for a stated minimum period of years, whichever is longer, and after the Participant’s death payable for the balance, if any, of the stated minimum period of years to the Participant’s Designated Beneficiary. Upon the death of the survivor of the Participant and his or her Designated Beneficiary, the remaining payments, if any, will be computed at 3% interest, compounded annually, and paid in a single lump sum to the legal representative of the survivor.

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(b) Spousal consent is not required for a married Participant to elect any of the payment options available under the Plan.

(c) An “actuarially reduced annuity” is one that has the same value as the annuity payable as a straight life annuity using the definition of Actuarial Equivalent established under the ERP.

Section 4.4. Social Security Bridge Payment. Survivor benefits payable under a joint and survivor annuity in accordance with this Article will not include any Social Security bridge payment provided under Section 3.3(a) to a Participant who commences Benefit payments prior to attaining Early Social Security Retirement Age.

Section 4.5. Payment Under a Domestic Relations Order. Notwithstanding Sections 4.2 and 4.3, a Participant’s Benefit may be divided and all or a portion paid to an Alternate Payee under the terms of a domestic relations order. Payment to an Alternate Payee may commence prior to the date payment to the Participant would otherwise commence, and may be made in a single lump sum or in any form permitted under the Plan. If necessary to effectuate the terms of a domestic relations order that requires payment to an Alternate Payee under a shared payment arrangement, a Participant will be permitted to elect a joint and survivor annuity that provides for a survivor benefit with the Alternate Payee in any whole percentage between 5% and 100% in accordance with the terms of the order. The Participant will not be permitted to change the form of payment or percentage of a survivor annuity once payment of the Benefit has commenced

Section 4.6. Elections. A Participant may make a written election on a form provided by the Company to receive payment of his or her Benefit in the normal form described in Section 4.2 or in one of the optional forms of Benefit described in Section 4.3. If a Participant fails to make a valid election under this Section, payment will be made in accordance with Section 4.2. A Participant will be permitted at any time prior to commencement of payment of the Benefit to make or change his or her election to receive payment under any of the actuarially equivalent forms of annuity provided under the Plan.

Section 4.7. Special 409A Transitional Rules. Consistent with the provisions found in Internal Revenue Service Notice 2005-1 and regulations proposed under Code Section 409A, all Participants with any Benefits that are not Grandfathered Amounts were permitted, prior to December 31, 2006, to make a payment election in 2006 regarding the time and form under which all Benefits that are not Grandfathered Amounts are to be paid. The elections were required to be made from among the choices specified in Sections 4.2 and 4.3. A Participant was not, however, permitted in calendar year 2006 to change payment elections with respect to payments that the Participant would otherwise have received in 2006, or cause payments to be made in 2006. If a Participant with non-grandfathered Benefits failed to make an election under this Section, those amounts will be paid in accordance with Section 4.2.

Section 4.8. Subsequent Elections. At any time, Participants may elect to change the date on which they are to commence receiving Benefits under the Plan, other than on account of death, provided:

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(a) the election is made in writing,

(b) the election is not effective until 12 months after the date on which the election is made,

(c) in the case of a payment to be made at a specified time or pursuant to a fixed schedule, the election is made not less than 12 months before the date of the first scheduled payment, and

(d) the first payment with respect to which the subsequent election is made is deferred for a period of not less than 5 years from the date the payment would otherwise have been made.

Section 4.9. Six-Month Delay. If a Participant who is a Specified Employee is eligible to receive payment of a Benefit solely because that Participant has “separated from service” within the meaning of Code Section 409A, no Benefits will be paid prior to the date that is 6 months after the date of Separation from Service (or, if earlier, the date of death of the Participant). Payments to which a Participant would otherwise be entitled during the first 6 months following the date of Separation from Service will be accumulated and paid, along with any interest, on the day that is 6 months after the date of 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 6 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.

ARTICLE 5

AMENDMENT, SUSPENSION, OR TERMINATION

Section 5.1. Amendment, Suspension, or Termination. While the Company expects to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan, in whole or in part, at any time by action of the Board.

Section 5.2. No Reduction. No amendment or termination of the Plan may impair or adversely affect any Benefit accrued under the Plan as of the date of such action, except with the consent of the Participant or spouse entitled to receive the Benefit. In the event of a Plan amendment adversely affecting benefits, or a termination of the Plan, each Participant’s interest will be determined as if the Participant retired as of the date of the amendment or termination; provided, however, that in the event of such an amendment or termination after a Change of Control, the Plan will continue and Benefits will continue to accrue under the Plan, based on the terms of the Plan as of the date preceding the amendment or termination, for all individuals who are Participants or spouses on that date.

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ARTICLE 6

AGREEMENT NOT TO COMPETE

Section 6.1. General Rule. Payment of Benefits under this Plan is contingent upon the Participant’s agreement not to directly or indirectly engage in or compete with the business of the Company, either as owner, partner or employee for a period of the later to occur of the expiration of three years after termination of employment or the attainment of 65 years of age. In the event a Participant competes with the business of the Company in violation of this provision, payment of Benefits under this Plan will be suspended so long as the Participant engages in activity deemed to be in competition with the business of the Company. If a Participant ceases competing with the business of the Company or the restriction in the first sentence expires, payment of Benefits under this Plan will resume. However, the Participant will not be entitled to retroactive payment of any Benefits that were suspended under the terms of this Section.

Section 6.2. Change of Control. Notwithstanding the preceding Section, this Article 6 will not apply to a Participant after the Participant’s Involuntary Termination of Employment on account of a Change of Control.

ARTICLE 7

GENERAL PROVISIONS

Section 7.1. Funding. The Plan is maintained as an unfunded Plan that is not intended to meet the qualification requirements of Code Section 401. All Benefits under this Plan are payable solely from the general assets of the Company, and a Participant or spouse has only the rights of a general unsecured creditor of the Company with respect to any Benefit payable under this Plan. No Benefit payable under this Plan will be payable from the trust fund maintained under or in accordance with the provisions of the ERP. The Company, however, has established a grantor trust, to which the Company makes contributions from time to time in accordance with the terms of the Trust Agreement.

Section 7.2. 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 of the United States or any other tax jurisdiction (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. The Company may accelerate the time or schedule of a payment in an amount sufficient to pay the FICA tax imposed on the Benefit, in addition to any additional income taxes imposed as a result of the accelerated payment, at the time the taxes are due. The total payment under this acceleration provision must not exceed the aggregate of the FICA amount and the income tax withholding related to that amount.

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Section 7.3. Administration. The Plan is administered by the Compensation Committee, which has full 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. All such actions or decisions made after a Change of Control will be subject to a de novo standard of judicial review.

Section 7.4. 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 spouse.

Section 7.5. 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 Company.

Section 7.6. Special Arrangements. Special rules or contractual arrangements for individual Executives may be approved by the Compensation Committee, in its discretion, and memorialized in appendices to the Plan.

Section 7.7. Attorney’s Fees. In the event that any dispute or difference arising under or in connection with this Plan results in arbitration or litigation, the Company will reimburse the Participant for all reasonable attorney’s fees and expenses if the Participant prevails in the proceeding.

Section 7.8. 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 telex or telecopier (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 or telecopier number as a party may specify by notice given to the other party in accordance with this Section).

Section 7.9. Claims Procedures. If a Participant, spouse, Beneficiary, or Alternate Payee (the “Claimant”) does not receive the Benefit to which the Claimant believes he or she is entitled, the Claimant may file a claim in writing with the Compensation Committee. The Compensation Committee will establish a claims procedure with the following provisions:

(a) Notification of Decision. If the claim is wholly or partially denied, the Compensation Committee will notify the Claimant in writing within 90 days after the claim has been received (unless special circumstances require an extension of up to 90 additional days). The written notification must state the specific reasons for the denial of the claim and the specific references to the Plan provisions on which the denial is based. It must describe any additional material the Claimant may need to submit to the Compensation Committee to have the claim approved and must give the reasons the material is necessary. In addition, the notice must

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explain the claim review procedure and be written in a manner calculated to be understood by the Claimant.

(b) Claim Review Procedure. If the Claimant receives a notice that the claim has been denied, the Claimant, or his or her authorized representative, may appeal to the Compensation Committee for a review of the claim. The Claimant must submit a request for review in writing to the Compensation Committee no later than 60 days after the date the written notice of the claim denial is received. The Claimant, or his or her representative, may then review Plan documents that pertain to the claim and may submit issues and comments in writing to the Compensation Committee. The Compensation Committee must give the claim for review a full and fair review and must deliver to the claimant a written determination of the claim, including specific reasons for the decision, not later than 60 days after the date the Compensation Committee received the request for review (unless special circumstances require an extension of up to 60 additional days). The decision of the Compensation Committee will be final and conclusive.

Section 7.10. New York Law Controlling. The Plan will be construed in accordance with the laws of the State of New York.

Section 7.11. 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 7.12. Binding on Successors. The Plan is binding upon the Participants and the Company, their heirs, successors, legal representatives and assigns.

Section 7.13. Code Section 409A Savings Clause. Notwithstanding any other provision in this Plan, to the extent any amounts payable under this Plan (a) are subject to Code Section 409A, and (b) the time or form of payment of those amounts would not be in compliance with Code Section 409A, then, to the extent possible, payment of those amounts will be made at such time and in such a manner that payment will be in compliance with Code Section 409A. If the time or form of payment cannot be modified in such a way as to be in compliance with Code Section 409A, then the payment will be made as otherwise provided in this Plan, disregarding the provisions of this Section.

Section 7.14. 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 Company will not be liable to any Participant, spouse or Beneficiary with respect to any benefit related adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Plan that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.

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Moog Inc.

Date: May __, 2013 By: ________________________________

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APPENDIX A

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

Effective November 29, 2001

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APPENDIX B

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

SPECIAL RULES APPLICABLE TO 2011 PARTICIPANTS

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APPENDIX C

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

PARTICIPANTS WITH GRANDFATHERED AMOUNTS

1. Richard A. Aubrecht

2. Robert T. Brady

3. Joe C. Green

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APPENDIX A

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

[ADOPTED: AUGUST 22, 1978; AMENDED: AUGUST 30, 1983,

MAY 19, 1987, AUGUST 30, 1988, DECEMBER 12, 1996, NOVEMBER 11, 1999,

AND NOVEMBER 29, 2001]

ARTICLE I.

Purpose, Definitions, Administration, Amendment

The Moog Inc. Supplemental Retirement Plan is an unfunded plan, not intended to qualify under the Internal Revenue Code, maintained for the purpose of providing additional retirement benefits for a select group of management or highly compensated employees of Moog Inc., and participation in the Moog Inc. Supplemental Retirement Plan is limited consistent with such purpose. Benefits under the Moog Inc. Supplemental Retirement Plan are intended to supplement benefits provided under the Moog Inc. Employees’ Retirement Plan and benefits received from Social Security.

The following words and phrases as used herein have the following meanings:

“Cause” means: any harmful act or omission that constitutes a willful and a continuing material failure by the Executive to perform the material and essential obligations under his Employment Termination Benefits Agreement (other than as a result of death or total or partial incapacity due to physical or mental illness); or the Executive’s conviction of a felony, or any willful perpetration by the Executive of a common law fraud upon the Company; or any willful misconduct or bad faith omission by the Executive constituting dishonesty, fraud or immoral conduct, which is materially injurious to the financial condition or business reputation of the Company. Anything in this definition to the contrary notwithstanding, the termination of the Executive’s employment by the Company is not considered to have been for Cause if the termination resulted from: bad judgment or mere

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negligence on the part of the Executive; or an act or omission by the Executive without intending to gain, directly or indirectly, a substantial personal profit to which the Executive was not legally entitled; or an act or omission by the Executive that the Executive believed in good faith to have been in the interests of the Company or not opposed to such interests.

“Change of Control” means the transfer in one or more transactions, extending over a period of not more than 24 months of Common Stock of the Company possessing 25% or more of the total combined voting power of all Class A and Class B Shares of Common Stock. A transfer shall be deemed to occur if shares of Common Stock are either transferred or made the subject of options, warrants, or similar rights granting a third party the opportunity to acquire ownership or voting control of such Common Stock.

“Code” means the Internal Revenue Code of 1986, as amended and as it may be amended.

“Common Stock” means the Class A and Class B $1.00 par value shares of the capital stock of the Company, as well as all other securities with voting rights or convertible into securities with voting rights.

“Company” means Moog Inc., as well as any successors or assigns of Moog Inc., whether by transfer, merger, consolidation, acquisition of all or substantially all of the business assets, change in identity, or otherwise by operation of law and for purposes of employment of an Executive shall also mean any parent, subsidiary or affiliated entity to whom Executive’s services may be assigned.

“Compensation” means the sum of:

(1) The average of the highest consecutive three-year base salary paid or payable to the Executive in or on account of a fiscal year prior to Retirement, Involuntary Termination of Employment, or a Change of Control, as the case may be, plus

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(2) The highest annual bonus paid or payable to the Executive with respect to any of the last three fiscal years prior to Retirement, Involuntary Termination of Employment, or a Change of Control, as the case may be, plus

(3) The highest annual profit share paid to the Executive with respect to any of the last three fiscal years prior to Retirement, Involuntary Termination of Employment, or a Change of Control, as the case may be, or, if not paid, the amount of the unpaid profit share, if any, that would have been payable under the terms of the Profit Share Plan.

“Compensation Committee” means the Executive Compensation Committee of the Board of Directors of the Company (the “Board”), as it is constituted from time to time.

“Disability” means the inability of Executive to perform a substantial portion of his duties for a continuous period of 6 months or more.

“Employment Termination Benefits Agreement” means the written agreement between the Company and the Executive providing the terms and conditions of the Executive’s employment as a member of the Company’s management.

“Executive” means an employee of the Company who participates in the Moog Inc. Employees’ Retirement Plan, who is an officer of the Company and who is a party to an Employment Termination Benefits Agreement.

“Involuntary Termination of Employment” means a severance of the Participant’s employment relationship prior to age 65, other than for death, Disability, Retirement, or Cause, by or at the instigation of Company or by or at the instigation of Participant where Participant’s pay has been diminished or reduced to a greater extent than any diminution or reduction of Company’s Executives generally, or where there has been a Change of Control, Involuntary Termination of Employment shall

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also include a termination of the employment relationship by Participant (whether before or after age 65), within two years of the Change of Control, in those circumstances where the duties, responsibilities, status, base pay or perquisites of office and employment have been diminished or downgraded, or substantially increased (other than base pay) without Participant’s actual or implied consent; provided, however, that a general increase or decrease in base pay which is approved by a majority of those Participants who are parties to Employment Termination Benefits Agreements will be considered as having been consented to for purposes of this Plan.

“Moog Inc. Employees’ Retirement Plan” means the Moog Inc. Employees’ Retirement Plan, as amended and restated effective as of January 1, 1989, as amended and as it may be amended, or any successor Company Retirement Plan, as in effect as of the date that a benefit is calculated under the Plan.

“Participant” means an Executive who is a Participant in the Plan pursuant to Article II. The word “Participant” includes a person who has ceased to actively participate in the Plan but who has not received payment of all of his Plan benefits.

“Plan” means the Moog Inc. Supplemental Retirement Plan, as set forth herein and as it may be amended.

“Retirement” means the election of Executive to retire from active employment with Company at the end of the month in which Executive attains 65 years of age or thereafter. Retirement shall also mean a similar election by Executive prior to age 65, where Executive elects to receive early Retirement benefits under the Moog Inc. Employees’ Retirement Plan.

“Spouse” means a surviving spouse receiving benefits, if any, payable under the Moog Inc. Employees’ Retirement Plan because of the death of a Participant, and includes a spouse receiving either pre-retirement surviving spouse benefits or survivor’s benefits because of the form of payment elected by the Participant under the Moog Inc. Employees’ Retirement Plan.

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“Supplemental Benefit” means the income, if any, payable to a Participant or Beneficiary pursuant to Article III of the Plan.

“Year of Service” has the same meaning as defined in the Moog Inc. Employees’ Retirement Plan for benefit accrual purposes.

The Plan shall be operated under the direction of the Compensation Committee, which shall have all authority and powers necessary to administer the Plan and construe the Plan terms, make factual determinations, resolve any ambiguities or inconsistencies, determine eligibility for participation or benefits, and decide all questions arising in the Plan administration, interpretation or application; provided, however, that all such actions or decisions made after a Change of Control shall be subject to a de novo standard of judicial review.

While the Company expects to continue the Plan indefinitely, it reserves the right to amend the Plan at any time and from time to time or to discontinue the Plan at any time, by action of its Board. No amendment or discontinuance of the Plan shall impair or adversely affect any benefits accrued under the Plan as of the date of such action, except with the consent of the Participant or Spouse entitled to receive such benefits. In the event of an amendment of the Plan affecting benefits, or discontinuance of the Plan, the interest of each Participant shall be determined as if each Participant retired as of the date of such amendment or discontinuance; provided, however, that in the event of such an amendment or discontinuance after a Change of Control, the Plan shall continue and benefits shall continue to accrue under the Plan, based on the terms of the Plan as of the date preceding such action, for all individuals who are Participants or Spouses on such date.

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ARTICLE II.

Eligibility

Each Executive shall be a Participant eligible for Supplemental Benefits pursuant to Article III of the Plan, provided the Executive has at least ten continuous Years of Service with the Company and (except as provided in Article VIII) elects Retirement; provided, however, that at the time of Retirement, the Participant must have attained (1) age 65 or later or (2) age 60 or later with a combined total of age and Years of Service with the Company at least equal to 90; provided, further, that Supplemental Benefits shall be payable to an Executive who receives benefits under the Moog Inc. Employees’ Retirement Plan because of Disability, without regard to such Participant’s eligibility for early or normal Retirement benefits under this Plan. Supplemental Benefits shall be payable to a Spouse who receives pre-retirement surviving spouse benefits under the Moog Inc. Employees’ Retirement Plan because the Executive died before commencing benefit payments under the Moog Inc. Employees’ Retirement Plan.

Eligibility for the benefits of this Plan is limited to Executives of the Company and does not extend to officers or executives of any affiliate or subsidiary.

ARTICLE III.

Benefits

For an Executive with 25 or more Years of Service with the Company, the Supplemental Benefit payable to the Executive under this Plan (determined based on the payment form elected under the Moog Inc. Employees’ Retirement Plan) shall equal the excess, if any, of “(a)” over “(b)” + ”(c)” where “(a)” is 65% of the Executive’s Compensation, “(b)” is the benefit that would be paid to the Executive under the Moog Inc. Employees’ Retirement Plan at age 65, and “(c)” is one-half the primary Social Security benefit of the Executive at age 65. For an Executive with 10-24 Years of Service, “(a)” will be determined according to the following schedule:

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Years of Service		(a) Total Combined Benefit Target
24		64%
23		63%
22		62%
21		61%
20		60%
19		59%
18		58%
17		57%
16		56%
15		55%
14		54%
13		53%
12		52%
11		51%
10		50%

Early payment of Supplemental Benefits under this Plan shall be made to an Executive who elects earlier Retirement under the Moog Inc. Employees’ Retirement Plan; provided, however, that no early payment shall be made unless the Executive’s Retirement is at age 60 or later with a combined total of age and Years of Service with the Company at least equal to 90; provided, further, that the Supplemental Benefits payable under this Plan shall be reduced by the early payment actuarial discount established under the Moog Inc. Employees’ Retirement Plan for the commencement of benefits before age 65. Notwithstanding the foregoing, Supplemental Benefits shall be payable to an Executive who receives benefits under the Moog Inc. Employees’ Retirement Plan because of Disability, without regard to such Participant’s eligibility for early or normal Retirement benefits under this Plan.

In the event of commencement of Supplemental Benefits prior to attainment of age 62, the Supplemental Benefit payable under this Plan shall include a Social Security “bridge” payment equal to the amount of the Social Security benefit at age 62, until such time as the Executive attains age 62.

In the event of commencement of Supplemental Benefits between age 62 and age 65, the Social Security benefit amount to be used in determining the Supplemental Benefit payable under this Plan shall be the Social Security benefit amount payable on the actual date of Retirement.

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A Spouse shall receive a payment of Supplemental Benefits determined by applying the above benefit formula if, and to the extent that, the Spouse receives pre‑retirement surviving spouse benefits under the Moog Inc. Employees’ Retirement Plan because the Executive died before commencing benefit payments under the Moog Inc. Employees’ Retirement Plan; provided, however, that if the Executive had not attained age 65 when he died, the Supplemental Benefits shall be determined as if the Executive attained age 65 on the day before his death.

Supplemental Benefits under this Plan, to which a Spouse is entitled pursuant to the preceding paragraph, shall be paid to a Spouse who receives pre‑retirement surviving spouse benefits from the Moog Inc. Employees’ Retirement Plan before the Participant would have attained age 65; provided, however, that the Supplemental Benefits payable under this Plan shall be reduced by the early payment actuarial discount established under the Moog Inc. Employees’ Retirement Plan for the commencement of benefits before age 65.

ARTICLE IV.

Time and Form of Benefit Payment

Any benefit under this Plan shall be paid to the Participant, or his Spouse, at the same time and in the same form and manner as benefit payments are made to, or on behalf of, the Participant or Spouse under the Moog Inc. Employees’ Retirement Plan, except as otherwise provided in Article III.

ARTICLE V.

Funding

This Plan shall be maintained as an unfunded Plan which is not intended to meet the qualification requirements of Section 401 of the Code. All benefits under this Plan shall be payable solely from the general assets of the Company and a Participant or Spouse shall have only the rights of a general unsecured creditor of the Company. No benefits under this Plan shall be payable from the trust fund maintained under or in accordance with the provisions of the Moog Inc. Employees’ Retirement Plan. The Company, however, has established a grantor trust, to which the Company makes contributions from time to time in accordance with the terms of the Trust Agreement.

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ARTICLE VI.

Effective Date

The Effective Date of this Plan shall be October 1, 1978. The Effective Date of the amendment and restatement of this Plan shall be November 29, 2001, and the amended and restated terms of the Plan shall apply to only Participants employed by the Company on or after the Effective Date of the amendment and restatement.

ARTICLE VII.

Agreement Not to Compete

Payment of benefits under this Plan is contingent upon the Participant’s agreement not to directly or indirectly engage in or compete with the business of the Company, either as owner, partner or employee for a period of the later to occur of the expiration of three years after Retirement or the attainment of 65 years of age. In the event a Participant shall compete with the business of the Company, payment of benefits under this Plan shall be suspended so long as such Participant engages in activity deemed to be in competition with the business of the Company. Notwithstanding the foregoing, this Article VII shall not apply to a Participant after the Participant’s Involuntary Termination of Employment by virtue of a Change of Control.

ARTICLE VIII.

Benefits Upon Certain Terminations or Change of Control

The provisions of this Article VIII shall apply only where there has been an Involuntary Termination of Employment or a Change of Control.

Upon an Involuntary Termination of Employment, other than by virtue of a Change of Control, a Participant who would be eligible to receive benefits under this Plan if he was then age 65 or more, shall be vested in his benefits under this Plan upon such Involuntary Termination of Employment and, upon attainment of age 65, shall receive such benefits determined as follows: the benefit payable at age 65 shall be determined under Article III using the Executive’s Compensation paid prior to such Involuntary Termination of Employment, instead of Compensation paid prior to Retirement, subject to further adjustment by reducing the combined benefit target of Article III by one percent for each year of the Participant’s age under 65 at the time of such Involuntary Termination of Employment. For example, a Participant age 45 at the time of such

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Involuntary Termination of Employment, with 15 Years of Service to the Company, upon attaining age 65, would have a combined benefit target of 44 percent (55 percent - (55 percent x 20 percent) = 44 percent) instead of the combined benefit target of 55 percent that would be payable if the Participant were then 65 years of age with 15 Years of Service.

Upon a Change of Control, a Participant who would be eligible to receive benefits under this Plan if he was then age 65 or more, shall be vested in his benefits under this Plan upon such Change of Control and, upon attainment of age 65, shall receive such benefits determined as follows: the benefit payable at age 65 shall be determined under Article III using the greater of the Compensation paid to the Executive prior to such Change of Control or the Compensation paid to the Executive prior to Retirement.

ARTICLE IX.

Miscellaneous

Social Security: Any increases in Social Security benefits payable to a Participant after Retirement shall not be considered in determining any benefits payable under this Plan.

Nonassignability: No benefit under this Plan shall be assigned or alienated, or be subjected by attachment or otherwise to the claims of creditors of any Participant or Spouse.

Nonguarantee of Employment: This Plan shall not be construed as giving any Participant the right to be retained in the employment of the Company.

Death Benefits: Except as provided in Article III (with respect to the payment of benefits under this Plan to a Spouse because pre‑retirement surviving spouse benefits are payable under the Moog Inc. Employees’ Retirement Plan) or Article IV (with respect to the payment of benefits under this Plan to a Spouse because of the form and manner of benefit payments elected by the Participant under the Moog Inc. Employees’ Retirement Plan), there shall be no death benefit payable under this Plan.

Deferred Retirement: In the event that a Participant elects a deferred Retirement date after age 65, the amount of benefit payable under this Plan at Retirement shall not be adjusted other than as provided by the benefit formulas in Article III.

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Attorney’s Fees: In the event that any dispute or difference arising under or in connection with this Plan results in arbitration or litigation, Company shall reimburse Executive for all reasonable Attorney’s Fees and expenses if Executive prevails in such proceeding.

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APPENDIX B

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

SPECIAL RULES APPLICABLE TO 2011 PARTICIPANTS

Amended and Restated, Effective January 1, 2013

The special rules provided in this Appendix B were established effective February 6, 2012 for Benefits payable to those elected officers of the Company who are active Participants in the Moog Inc. Supplemental Retirement Plan (the “Plan”) as of November 30, 2011 (the “2011 Participants”). The special rules provided in this Appendix B will not apply to any Participant who, prior to November 30, 2011, has ceased to actively participate in and accrue benefits in the Plan, regardless of whether the Participant has received payment of his entire benefit. Effective January 1, 2013, this Appendix B is hereby amended and restated to reflect the contemporaneous amendment and restatement of the Plan.

1. Compensation. In lieu of the definition provided in Section 1.1(k) of the Plan, the following definition of “Compensation” will apply to Benefits payable to 2011 Participants:

(k) “Compensation” means the sum of the Executive’s High Three-Year Salary, plus the Executive’s Highest Annual Bonus.

(1) “High Three-Year Salary” means the average annual rate of base salary paid during the Executive’s High Three Years.

(3) “Highest Annual Bonus” means the highest annual Bonus or Bonuses paid (or, if not paid, the amount, if any, that would have been payable under the terms of the Profit Share Plan) to the Executive with respect to any of the last five fiscal years prior to the occurrence of any of the following events: an Involuntary Termination of Employment, a Change of Control or a Separation from Service due to Disability, Retirement or other voluntary termination of employment, as the case may be. Notwithstanding the prior sentence, a specific Bonus may be excluded from the calculation of a Participant’s Compensation if so determined by the Compensation Committee in its sole discretion and so designated at the time the Bonus is awarded.

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2. Vesting. In lieu of the vesting rules provided in Section 2.2 of the Plan, the following rules will apply to Benefits payable to 2011 Participants:

Section 2.2. Vesting. Subject to Section 2.3, a 2011 Participant is 100% fully vested in and eligible for payment of Benefits under the Plan if:

(a) the 2011 Participant has at least ten Years of Service with the Company; and

(b) the 2011 Participant has attained (1) age 65, or (2) age 57 with a combined total of age and Years of Service with the Company at least equal to 90.

3. Benefit Adjustment. In lieu of the benefit adjustment rules provided in Section 3.2 of the Plan, the following rules will apply to Benefits payable to 2011 Participants:

Section 3.2. Benefit Adjustment for Payment Before Age 65. For a 2011 Participant who begins receiving payment under this Plan before attaining age 65, the Benefit payable under this Plan will not be reduced by the early payment actuarial discount established under the ERP for the commencement of benefits before age 65.

4. Spousal Benefit. In lieu of the Spousal Benefit rules provided in Section 3.7(b) of the Plan, the following rules will apply to Spousal Benefits payable upon the death of a 2011 Participant:

(b) Notwithstanding Section 3.7(a), if a married 2011 Participant dies before commencing Benefit payments under this Plan, the 2011 Participant’s surviving spouse will be entitled to payment of a Spousal Benefit under this Plan, provided (i) the 2011 Participant has at least 5 Years of Service with the Company, and (ii) the 2011 Participant and the surviving spouse were married for at least 12 months prior to the 2011 Participant’s death. Payment of the Spousal Benefit under this Section will be made in the form of a life annuity.

The amount of the Spousal Benefit will be 50% of the Benefit that would otherwise have been payable to the 2011 Participant had the 2011 Participant (1) attained at least age 65 on the day before his death, (2) elected a joint and 50% survivor annuity with his spouse; and (3) retired the day before his death. If necessary to effectuate the terms of a domestic relations order, an Alternate Payee may be treated as a surviving spouse for the purposes of this Spousal Benefit, provided the Benefit payable under this Section does not exceed the amount the Alternate Payee would have received under the domestic relations order had the 2011 Participant not died before commencing payment of his or her Benefit.

5. Time of Payment. In lieu of the time of payment rules provided in Section 4.1(a) of the Plan, the following rules will apply to the payment of a 2011 Participant’s vested Benefit:

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(a) Subject to Sections 4.8 and 4.9, in the event of a Separation from Service for any reason other than death, payment will commence as soon as practicable but not later than 90 days following the later of (1) the 2011 Participant’s Separation from Service or (2) the 2011 Participant’s attainment of age 57.

6. Agreement Not to Compete. In lieu of the General Rule provided in Section 6.1, the following rule will apply to 2011 Participants:

Section 6.1. General Rule. Payment of Benefits under this Plan is contingent upon the 2011 Participant’s agreement not to directly or indirectly engage in or compete with the business of the Company, either as owner, partner or employee for a period of the later to occur of the expiration of five years after termination of employment or the attainment of 65 years of age. In the event a 2011 Participant competes with the business of the Company in violation of this provision, payment of Benefits under this Plan will be suspended so long as the 2011 Participant engages in activity deemed to be in competition with the business of the Company. If a 2011 Participant ceases competing with the business of the Company or the restriction in the first sentence expires, payment of Benefits under this Plan will resume. However, the 2011 Participant will not be entitled to retroactive payment of any Benefits that were suspended under the terms of this Section.

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APPENDIX C

MOOG INC. SUPPLEMENTAL RETIREMENT PLAN

PARTICIPANTS WITH GRANDFATHERED AMOUNTS

1. Richard A. Aubrecht

2. Robert T. Brady

3. Joe C. Green

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MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST

2014 Restatement

Effective August 13, 2014

TABLE OF CONTENTS

Page

ARTICLE 1Trust, Trustee and Trust Fund 1

Section 1.1.Trust 1

Section 1.2.Trustee 1

Section 1.3.Trust Fund 1

Section 1.4.Trust Fund Subject to Claims 1

Section 1.5.Definitions 1

ARTICLE 2Contributions and Dividends 4

Section 2.1.Contributions 4

Section 2.2.Dividends 4

ARTICLE 3Release and Allocation of Company Stock and Affiliate Stock 5

Section 3.1.Available Shares 5

Section 3.2.Allocations 6

Section 3.3.Excess Shares 6

ARTICLE 4Compensation, Expenses and Withholding 7

Section 4.1.Compensation and Expenses 7

Section 4.2.Withholding of Taxes 7

ARTICLE 5Administration of Trust Fund 8

Section 5.1.Management and Control of Trust Fund 8

Section 5.2.Investment of Funds 8

Section 5.3.Trustee’s Administrative Powers 8

Section 5.4.Voting and Tendering of Company Stock 10

Section 5.5.Indemnification 12

Section 5.6.General Duty to Communicate to Committee 12

ARTICLE 6Accounts and Reports of Trustee 13

Section 6.1.Records and Accounts of Trustee 13

Section 6.2.Reports of Trustee 13

Section 6.3.Final Report 13

ARTICLE 7Succession of Trustee 14

Section 7.1.Resignation of Trustee 14

Section 7.2.Removal of Trustee 14

Section 7.3.Appointment of Successor Trustee 14

Section 7.4.Succession to Trust Fund Assets 15

Section 7.5.Continuation of Trust 15

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TABLE OF CONTENTS

(Continued)

Page

Section 7.6.Changes in Organization of Trustee 15

Section 7.7.Continuance of Trustee’s Powers in Event of Termination of the Trust 15

ARTICLE 8Amendment or Termination 16

Section 8.1.Amendments 16

Section 8.2.Termination 16

Section 8.3.Form of Amendment or Termination 16

ARTICLE 9Miscellaneous 17

Section 9.1.Controlling Law 17

Section 9.2.Committee Action 17

Section 9.3.Notices 17

Section 9.4.Severability 17

Section 9.5.Protection of Persons Dealing with the Trust 17

Section 9.6.Tax Status of Trust 18

Section 9.7.Participants to Have No Interest in the Company by Reason of the Trust 18

Section 9.8.Nonassignability 18

Section 9.9.Plurals 18

Section 9.10.Counterparts 18

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MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT

2014 Restatement

THIS RESTATED TRUST AGREEMENT (the “Agreement”), between Moog Inc., a New York corporation (the “Company”), and G. Wayne Hawk (the “Trustee”), as trustee, is effective as of August 13, 2014.

P R E A M B L E

On December 2, 2003, the Company established a trust (the “Trust”) to assure shares of its common or preferred stock, or shares of its Affiliates, are available to satisfy certain obligations of the Company and its Affiliates under the terms of the Plans. The Trustee has been appointed as trustee of the Trust, and has accepted that appointment. The assets of the Trust Fund are to be invested principally or exclusively in securities of the Company and its Affiliates. Therefore, the Company expressly waives any diversification of investments requirement that might otherwise be necessary, appropriate or required pursuant to provisions of applicable law.

The Company and the Trustee wish to amend and restate the terms of the Trust Agreement. Accordingly, effective as of August 13, 2014, the parties to this Agreement hereby agree that the Trust will be comprised, held and disposed of in accordance with the terms of this amended and restated Trust Agreement, that the Trustee will act as trustee of the Trust and will hold legal title to the assets of the Trust, in trust, for the purposes described in this Agreement, and that the Trust Agreement will be amended and restated as follows:

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ARTICLE 1

TRUST, TRUSTEE AND TRUST FUND

Section 1.1. Trust. This Agreement and the Trust will be known as the Moog Inc. Stock Employee Compensation Trust. The parties intend that the Trust will be an independent legal entity with title to and power to convey all of its assets. The parties further intend that the Trust not be subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The assets of the Trust will be held, invested and disposed of by the Trustee, in accordance with the terms of the Trust. Neither the employee benefit plans maintained by the Company and its Affiliates (including the Plans), nor any Participant, is intended to have any claim on, or any beneficial interest in, any Trust Fund assets prior to the time those Trust Fund assets are actually distributed to a Plan, as provided in Article 3.

Section 1.2. Trustee. The Trustee, and its successor or successors, is hereby designated to receive, hold, invest, administer and distribute the Trust Fund in accordance with the Trust, the provisions of which will govern the powers, duties and responsibilities of the Trustee.

Section 1.3. Trust Fund. The assets held at any time, and from time to time, under the Trust collectively are referred to as the “Trust Fund,” and will consist of contributions received by the Trustee, proceeds of any loans, investments and reinvestment thereof, the earnings and income thereon, less disbursements thereof. Except as otherwise provided herein,

(a) Title to the assets of the Trust Fund will at all times be vested in the Trustee.

(b) Securities that are part of the Trust Fund will be held in the manner determined by the Trustee and the fiduciary capacity in which those securities are held are fully disclosed, subject to the right of the Trustee to hold title or in the name of a nominee.

(c) The interests of others in the Trust Fund will be only the right to have the Trust Fund assets received, held, invested, administered and distributed in accordance with the provisions of the Trust.

Section 1.4. Trust Fund Subject to Claims. Notwithstanding any other provision of this Agreement, the Trust Fund will at all times remain subject to the claims of the Company’s general creditors.

Section 1.5. Definitions. In addition to the terms defined in the preceding portions of the Trust, the following terms will have the following meanings, unless the context clearly indicates otherwise:

(a) Administrator means the plan administrator of each Plan.

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(b) Affiliate means any corporation, more than 50% of the voting stock of which is held by the Company, directly or through one or more intermediaries, and any comparable ownership interest in an entity that is not a corporation.

(c) Affiliate Stock means shares of common or preferred stock issued by any Affiliate, or any comparable ownership interest in an Affiliate that is not a corporation.

(d) Board means the board of directors of the Company.

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

(f) Committee means the administrative committee appointed by the Board, which is charged with administration of the Trust. The composition of the Committee will be determined by the Board in its sole discretion.

(g) Company means Moog Inc., a New York corporation, or any successor thereto.

(h) Company Stock means shares of Class A or Class B common stock, $1.00 par value, or any other class of common or preferred shares issued by the Company, or any successor securities thereto.

(i) Extraordinary Dividend means any dividend or other distribution of cash or other property (other than Company Stock or Affiliate Stock) made with respect to Company Stock or Affiliate Stock, which the Committee declares to be other than an ordinary dividend with respect to Company Stock or Affiliate Stock held by the Trust.

(j) Fair Market Value, for purposes of Section 3.3 and 6.2, means, as of any date, the fair market value of Company Stock based on the reported sale price on the New York Stock Exchange (or, if the Company Stock is no longer traded on the New York Stock Exchange, on such other national securities exchange on which the Company Stock is listed or national securities or central market system upon which transactions in Company Stock are reported, as either may be designated by the Committee for the purposes hereof) or if sales of Company Stock are not reported in any manner specified above, the fair market value based on the over-the-counter market as reported by the National Association of Securities Dealers Automatic Quotation System or, if not so reported, by OTC Markets Group, Inc. or similar organization selected by the Committee. Fair Market Value of Affiliate Stock will mean the Company’s best effort valuation of the worth of a share of Affiliate Stock.

(k) Loan means any loan or extension of credit to the Trust from the Company evidenced by the promissory note made by the Trustee with which the Trustee purchases Company Stock or Affiliate Stock in an open-market transaction, private transaction or, with the consent of the Board, from the treasury of the Company.

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(l) Participant means, as of any date, any individual who is employed by, serves as a director of, or is retained as a contractor by, the Company or any Affiliate, and is a participant in any of the Plans.

(m) Person means any individual, corporation, or other party that may properly be granted trust powers under the laws of the State of New York.

(n) Plan or Plans means any plan, contract, program, agreement, or arrangement established and maintained for the benefit of employees, directors or contractors of the Company or its Affiliates, and listed on the attached Exhibit A. The Board or the Committee, in its sole discretion, may add to or delete Plans from Exhibit A.

(o) Suspense Account means a separate account to be maintained by the Trustee to hold Excess Shares pursuant to the terms of Article 3.

(p) Target Value means, with respect to any period, the total value of Trust assets, expressed in dollars, the Committee, in its discretion, directs the Trustee to transfer from the Trust to any of the Plans.

(q) Trust Year means each 52/53-week period ending on the last Saturday in September.

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ARTICLE 2

CONTRIBUTIONS AND DIVIDENDS

Section 2.1. Contributions. The Company, in its sole discretion, may at any time, or from time to time, make deposits of cash or other property in trust with the Trustee to become part of the principal to be held, administered and disposed of by the Trustee as provided in the Trust. All contributions made under the Trust will be delivered to the Trustee. The Trustee will be accountable for all contributions received by him, but will have no duty to require any contributions to be made to him.

The Trustee, at such times and at such prices as the Trustee determines in its sole discretion, may use the principal of the Trust to purchase shares of Company Stock or Affiliate Stock, as the case may be, through open-market purchases, private transactions, or, with the Committee’s consent, purchases from the treasury of the Company or its Affiliates.

Additionally, the Company and its Affiliates may make a cash contribution to the Trust of an amount that, together with dividends, as provided in Section 2.2, and any other earnings of the Trust, will enable the Trustee to make all payments of principal and interest due under a Loan on a timely basis. Unless otherwise expressly provided herein, the Trustee may apply those contributions, dividends and earnings to the payment of principal and interest due under a Loan. If any such contribution has not been made in cash, the contribution may be deemed to have been made in the form of forgiveness of principal and interest on a Loan from the Company to the Trustee to the extent of the Company’s failure to make contributions described above.

Section 2.2. Dividends. Except as otherwise provided herein, dividends paid in cash on Company Stock or Affiliate Stock held by the Trust, including Company Stock or Affiliate Stock held in the Suspense Account, may be applied, immediately upon receipt thereof by the Trustee, to pay interest and to repay or pre-pay scheduled principal due under a Loan, which application will be made in the order those principal payments are due. Extraordinary Dividends will not be used to pay interest on or principal of a Loan, but will be invested in additional Company Stock or Affiliate Stock, at such times as the Trustee determines in its sole discretion determines. Dividends that are not paid in cash or in Company Stock or Affiliate Stock (including Extraordinary Dividends, or portions thereof) may be reduced to cash by the Trustee and reinvested in Company Stock or Affiliate Stock, at such times as the Trustee determines in its sole discretion determines. Investments in Company Stock or Affiliate Stock may be made through open-market purchases, private transactions, or, with the Committee’s consent, purchases from the treasury of the Company.

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ARTICLE 3

RELEASE AND ALLOCATION OF COMPANY STOCK AND AFFILIATE STOCK

Section 3.1. Available Shares. Subject to the other provisions of this Article, when any principal on a Loan is paid or forgiven with respect to any period (a “Principal Payment”), the number of shares of Company Stock or Affiliate Stock acquired with the proceeds of the Loan that is available for allocation (“Available Shares”) will be determined as follows:

Multiply:

(1) The number of shares acquired with the proceeds of the Loan and held in the Trust immediately before such payment or forgiveness (excluding Company Stock or Affiliate Stock held in the Suspense Account), by

(2) A fraction

(i) The numerator of which is the amount of the Principal Payment and

(ii) The denominator of which is the sum of such Principal Payment and the remaining principal of such Loan outstanding after such Principal Payment.

No fractional shares of Company Stock or Affiliate Stock will become Available Shares. If the preceding computation results in fractional shares, the number of Available Shares will be computed by rounding down to the next whole number.

Additionally, the following will become Available Shares for any period:

(1) Shares of Company Stock or Affiliate Stock held as part of the Trust Fund not acquired with the proceeds of a Loan and not held in the Suspense Account;

(2) Shares of Company Stock or Affiliate Stock not encumbered as collateral with respect to a Loan, as the Committee may designate from time to time to be released from the Suspense Account; and

(3) Shares of Company Stock or Affiliate Stock as the Committee may designate from time to time to be released from encumbrance as collateral with respect to a Loan.

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The Committee will inform the Trustee of the number of shares of Company Stock that will become Available Shares from time to time, and the Trustee will be permitted to rely on the directions provided by the Committee.

Section 3.2. Allocations. Subject to the provisions of Section 3.3, Available Shares will be allocated and transferred by the Trustee to the Plans, as directed by the Committee in its sole discretion. Allocations will be made at such time as the Committee determines in its sole discretion.

The Committee, in its discretion, also may direct the Trustee to allocate and make transfers from the Trust Fund to Plans in the form of cash or property other than Company Stock or Affiliate Stock, in which case the Committee may direct the Trustee to sell a sufficient number of Available Shares, the proceeds of which may be transferred to the Plans. The Committee will notify the Trustee of the number of shares of Company Stock, Affiliate Stock or the amount of cash that are to be transferred to a Plan, and the Trustee is permitted to rely on the directions provided by the Committee.

Section 3.3. Excess Shares.

(a) To the extent that the Fair Market Value of the shares of the Company Stock or Affiliate Stock that become Available Shares in any period exceeds the Target Value for that period, Available Shares with a Fair Market Value equal to the excess will be “Excess Shares.” For purposes of this Section, the Fair Market Value of shares of Company Stock or Affiliate Stock that become Available Shares will be determined as of the respective dates shares became Available Shares pursuant to Section 3.1.

(b) As used herein, the term “Shortfall Amount” means the amount by which the Fair Market Value of shares of Company Stock or Affiliate Stock that became Available Shares in any period (determined as of the respective dates that the shares become Available Shares) is less than the Target Value for that period. If there is a Shortfall Amount in any prior period, Excess Shares will be allocated pursuant to Section 3.2 until the aggregate Fair Market Value of Excess Shares (determined as of the respective dates of allocation) which has been allocated under this Subsection for all prior periods equals the total of the Shortfall Amounts for all prior periods.

(c) If any Excess Shares remain after the application of Section 3.3(b), such Excess Shares will be held in a Suspense Account. If there is a Shortfall Amount in any later periods, Excess Shares will be removed from such Suspense Account and allocated pursuant to Section 3.2 until the Fair Market Value of Excess Shares so allocated (determined as of the respective dates of allocation) equals such Shortfall Amount.

(d) If any Excess Shares remain in the Suspense Account at the termination of the Trust, such Excess Shares will be transferred to the Company to be held in its treasury.

(e) The Committee will inform the Trustee of the number of shares of Company Stock or Affiliate Stock that are Excess Shares from time to time, and direct the

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Trustee as to the proper application of such Excess Shares, to the reduction of Shortfall Amounts, and to placement of such Excess Shares in the Suspense Account. The Trustee is permitted to rely on the directions provided by the Committee.

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ARTICLE 4

COMPENSATION, EXPENSES AND WITHHOLDING

Section 4.1. Compensation and Expenses. The Trustee is entitled to such reasonable compensation for its services as may be agreed upon from time to time by the Company. The Trustee will be reimbursed for its reasonable legal, accounting, broker, custodial and appraisal fees, expenses and other charges incurred in connection with the administration, management, investment and distribution of the Trust Fund. Compensation and reimbursement of expenses will be paid by the Company. If reimbursements of expenses are not paid within 60 days from the date the Company is notified of such fees and expenses, those amounts may be charged against the Trust Fund.

Section 4.2. Withholding of Taxes. While it is anticipated that the Company will comply, or make arrangements to comply with, all applicable Federal, state or local withholding requirements, the Trustee, to the extent required to comply with applicable law, may withhold, require withholding, or otherwise satisfy the Trust’s withholding obligation, on any distribution the Trust is directed to make. Upon settlement of a tax withholding liability, the Trustee will distribute the balance of such amount, if any. Prior to making any distribution from the Trust, the Trustee may require a release or other documents from any taxing authority, or may require indemnity, to the extent the Trustee reasonably determines is necessary for its protection.

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ARTICLE 5

ADMINISTRATION OF TRUST FUND

Section 5.1. Management and Control of Trust Fund. Subject to the terms of this Agreement, the Trustee has exclusive authority, discretion and responsibility to manage and control the assets of the Trust Fund.

Section 5.2. Investment of Funds. Except as otherwise provided in Section 2.2 or in this Section, the Trustee will invest and reinvest the Trust Fund exclusively in Company Stock or Affiliate Stock, including any accretions resulting from the proceeds of a tender offer, recapitalization or similar transaction that, if not in Company Stock or Affiliate Stock, will be reduced to cash as soon as practicable. The Trustee may invest the Trust Fund in Company Stock or Affiliate Stock without regard to any law or rule of court concerning diversification, risk or nonproductivity, the applicability of which are fully waived by the Company.

At the direction of the Committee, the Trustee, while investments of the Trust Fund in Company Stock or Affiliate Stock, distributions or payments of expenses are pending, will temporarily invest the Trust Fund in (i) investments in United States government obligations with maturities of less than one year, (ii) interest-bearing accounts including but not limited to certificates of deposit, time deposits, saving accounts and money market accounts with maturities of less than one year in any bank, including the Trustee’s, the accounts of which are insured by the Federal Deposit Insurance Corporation or other similar federal agency, (iii) obligations issued or guaranteed by any agency or instrumentality of the United States with maturities of less than one year, (iv) short-term discount obligations of the Federal National Mortgage Association, or (v) short-term investments of a type then in use by the Company with respect to its own funds. Absent direction from the Committee, the Trustee, while investments of the Trust Fund in Company Stock or Affiliate Stock, distributions or payments of expenses are pending, will invest the Trust Fund in a short term government securities mutual fund.

At the direction of the Committee, the Trustee will transfer to the Company shares of Company Stock in exchange for Affiliate Stock or cash, or will transfer to the Company Affiliate Stock in exchange for Company Stock or cash.

Except in a transaction that is part of a tender offer for Company Stock, the Trustee may sell, through open-market sale or private transactions, Available Shares at such time and at such prices only as the Committee may direct. All proceeds of those sales will be invested, as provided in this Section 5.2, until such time as the Trustee purchases additional shares of Company Stock or Affiliate Stock. The proceeds also may be used by the Trustee to pay compensation, fees, expenses or taxes as provided in Article 4.

Section 5.3. Trustee’s Administrative Powers. Except as otherwise provided herein, and subject to the Trustee’s duties hereunder, the Trustee has the following powers and rights, in addition to those provided elsewhere in this Agreement and by law:

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(a) To retain any asset of the Trust Fund for the purposes set forth herein.

(b) Subject to Sections 2.2, 5.2 and 5.4, and Article 3, to sell any Trust Fund assets at public or private sale.

(c) Upon direction from the Committee, to borrow from the Company for the purposes of acquiring Company Stock or Affiliate Stock as authorized by this Agreement, to enter into loan agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee. Any collateral given by the Trustee for a Loan will be limited to cash contributed by the Company to the Trust, dividends paid on Company Stock or Affiliate Stock held in the Trust Fund, and Company Stock or Affiliate Stock acquired with the proceeds of a Loan.

(d) With the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund.

(e) Subject to Section 5.4, to vote or to give any consent with respect to any securities, including any Company Stock or Affiliate Stock, held by the Trust either in person or by proxy for any purpose.

(f) To exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even if those powers, rights and acts are not specifically enumerated in the Trust.

(g) To employ any accountants, actuaries, investment bankers, appraisers, other advisors and agents the Trustee reasonably determines are necessary to collect, manage, administer, invest, value and distribute the Trust’s assets and borrowings of the Trustee made in accordance with Section 5.3(c), and to pay their reasonable fees and expenses, which will be deemed to be expenses of the Trust and for which the Trustee will be reimbursed in accordance with Section 4.1.

(h) To cause any asset of the Trust Fund to be issued, held or registered in the Trustee’s individual name or in the name of its nominee, or in such form that title will pass by delivery, as long as that the records of the Trustee indicate the true ownership of the asset.

(i) To utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund.

(j) To consult with legal counsel (who may, or may not, also be counsel for the Trustee or the Company generally) with respect to any of its duties or obligations hereunder, and to pay counsel’s reasonable fees and expenses, which will be deemed to be expenses of the Trust and for which the Trustee will be reimbursed in accordance with Section 4.1.

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Notwithstanding the foregoing, neither the Trust nor the Trustee will have any power to, and will not engage in, any activity that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Section 5.4. Voting and Tendering of Company Stock.

(a) Except as provided in Subsections (c) and (d), the Trustee, in its sole discretion, will vote or abstain from voting, all shares of Company Stock or Affiliate Stock held by the Trust on each matter brought before an annual or special stockholders meeting or on each matter with respect to which any written consent of stockholders is to be executed. In exercising those voting rights, the Trustee agrees to consider, in connection with those decisions, not only the direct financial impact on the Trust Fund, but also the potential effects, direct or indirect, on Participants and the Company’s current and former employees and the communities in which the current and former employees are located. In connection with its deliberations, the Trustee may, to the extent possible, obtain information as to how shares of Company Stock or Affiliate Stock currently held by the Plans will be voted. The Trustee also may consult with the Board and the Committee to obtain their assessment of how the exercise of its voting rights will affect the Company. The Trustee will not breach its fiduciary duty if he considers any of the preceding factors. The Trustee also will not breach its fiduciary duty if he considers any other factors he reasonably determines are relevant to the exercise of its voting rights.

(b) The Trustee may rely on a certificate of the trustee of each of the Plans as to the manner and proportions in which voting rights with respect to shares of Company Stock or Affiliate Stock are to be exercised or not exercised by the trustee of that Plan. The Trustee will be fully protected against liability for any action taken, or omitted to be taken, in good faith reliance on any such certificate.

(c) Voting of Company Stock on Significant Transactions. Notwithstanding the other provisions of this Agreement, the Trustee will follow the directions of participants in the Moog Inc. Retirement Savings Plan (the “RSP”) as to the manner in which shares of Company Stock held by the Trust are to be voted on each matter involving corporate merger, consolidation, sale of all or substantially all of the Company’s assets, recapitalization, reclassification, liquidation, dissolution or similar matter (“Significant Transactions”), or the manner in which any consent is to be executed, in each case as provided below.

The Trustee, with respect to each Significant Transaction, will vote the number of shares (including fractional shares) of Company Stock held by the Trust as follows:

(1) The Trustee will assign to each RSP Participant a number of shares (the “RSP Participant Directed Amount”). The RSP Participant Directed Amount is equal to the product of:

(i) The total number of shares of Company Stock held in the Trust Fund, and

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(ii) A fraction, the numerator of which is the number of shares of Company Stock allocated in the RSP to the RSP Participant, and the denominator of which is the total number of shares of Company Stock allocated to all RSP Participants.

(2) Each share assigned to each RSP Participant in accordance with (1) above will be voted in accordance with the RSP Participant’s instructions to the trustee of the RSP.

The Trustee may rely on a certificate of the trustee of the RSP as to the manner and proportions in which voting rights with respect to shares of Company Stock are to be exercised or not exercised by the trustee of the RSP. The Trustee will be fully protected against liability for any action taken, or omitted to be taken, in good faith reliance on any such certificate. If the Trustee does not receive from one or more RSP Participants timely instruction as to the manner in which to exercise voting rights, the Trustee will vote in favor or against a Significant Action, or will abstain, as the case may be, with respect to assigned shares of Company Stock that remain undirected, pursuant to the foregoing provisions, in the same proportions as the assigned shares of Company Stock for which the Trustee received specific directions under this subsection.

(d) Tender or Exchange of Company Stock. The Trustee will tender or exchange, or not tender or exchange, as the case may be, a number of shares of Company Stock equal to the RSP Participant Directed Amount for each RSP Participant in accordance with the RSP Participant’s instructions to the trustee of the RSP. The Trustee may rely on a certificate of the trustee of the RSP as to the proportions of shares of Company Stock that are to be tendered or exchanged, or not tendered or exchanged, as the case may be, by the trustee of the RSP. The Trustee will be fully protected against liability for any action taken, or omitted to be taken, in good faith reliance on any such certificate. If the Trustee does not receive from one or more RSP Participants timely instruction as to the manner in which to respond to a tender or exchange offer, the Trustee will not tender or exchange any shares of Company Stock with respect to which those RSP Participants have the right of direction, and the Trustee will have no discretion in such matter.

(e) In the event that the RSP, for any reason, ceases to exist, or the Committee determines in good faith that the RSP is no longer an appropriate plan for the purpose of this Section 5.4, the Committee will, for purposes of this Section 5.4, substitute for the RSP another employee benefit plan of the Company or its Affiliates covering a broad cross-section of individuals employed by the Company and its Affiliates.

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Section 5.5. Indemnification.

(a) To the extent lawfully allowable, the Company will indemnify the Trustee and hold the Trustee harmless from and against any claims, demands, actions, administrative or other proceedings, causes of action, liability, loss, costs, damage or expense (including reasonable attorneys’ fees and disbursements), including any liability alleged to have resulted from a violation of the Securities Act of 1933 that may be asserted against it, in any way arising out of or incurred as a result of its action or failure to act in connection with the operation and administration of the Trust. Indemnification under this subsection, however, will not apply to the extent that the Trustee has acted in willful or grossly negligent violation of applicable law or its duties under this Trust, or has acted in bad faith. The Trustee will not be liable to any person for any loss of any kind that may result by reason of any action taken by it in accordance with any direction of the Committee or pursuant to Section 5.4. The Trustee will be fully protected from liability for any action taken, or omitted to be taken, in good faith reliance on any instrument, certificate, or paper delivered by the Committee, Board or any trustee of a Plan and believed in good faith by the Trustee to be genuine and to be signed or presented by the proper person or persons. The Trustee will be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements contained the writing.

(b) The Company may, but will not be required to, maintain liability insurance to insure its obligations hereunder. If any payments made by the Company to the Trust pursuant to this indemnity are covered by insurance, the Company or the Trust (as applicable) will be subrogated to the rights of the indemnified party against the insurance company.

(c) Prior to the time the Company determines whether the Trustee will or will not be indemnified pursuant to this Section, the Company will advance to the Trustee any cost or expenses incurred by the Trustee in connection with the defense of any such claims, demands, actions, administrative or other proceedings or other causes of action.

Section 5.6. General Duty to Communicate to Committee. The Trustee will promptly notify the Committee of all communications with or from any government agency or with respect to any legal proceeding with regard to the Trust and with or from any Participant concerning its entitlement under the Trust.

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ARTICLE 6

ACCOUNTS AND REPORTS OF TRUSTEE

Section 6.1. Records and Accounts of Trustee. The Trustee will maintain accurate and detailed records and accounts of all transactions of the Trust. The Trustee will make those records available for inspection or audit by the Company, and will retain the records as required by applicable law.

Section 6.2. Reports of Trustee. Within a reasonable period following the close of each Trust Year, the Trustee, or a person designated by the Trustee, will make available to the Committee a trust accounting report for the Trust Year. The report will include a listing of:

(1) All securities and other property acquired or disposed of, and all receipts, disbursements and other transactions effected by the Trust after the date of the last periodic report.

(2) All cash, securities, and other property held by the Trust, together with the Fair Market Value thereof, as of the end of the period for which the report was prepared.

In addition, the Trustee will provide such other information regarding the Trust Fund’s assets and transactions as the Committee, in its discretion, may reasonably request.

Section 6.3. Final Report. In the event of the resignation or removal of a Trustee hereunder, the Committee may request and the Trustee, with reasonable promptness, will submit, for the period ending on the effective date of such resignation or removal, a report similar in form and purpose to that described in Section 6.2.

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ARTICLE 7

SUCCESSION OF TRUSTEE

Section 7.1. Resignation of Trustee. The Trustee, or any successor thereto, may resign as Trustee at any time by delivering a written notice of resignation to the Board. The resignation will be effective no sooner than 30 days after delivery of written notice to the Board, unless the Board agrees to accept shorter notice. In any event, the Trustee’s resignation will not be effective until the successor Trustee’s appointment has been accepted.

Notwithstanding the foregoing, an individual Trustee will be deemed to have resigned if the Trustee dies, or if the Committee receives written certification from an attending physician that the individual Trustee has a physical or mental condition that renders the Trustee incapable of making decisions with respect to Trust matters for a period that is expected to exceed 6 months. In such case, the Board will immediately appoint a successor Trustee pursuant to Section 7.3. Until the Board is able to take formal action to appoint a successor Trustee, the Chairman of the Board is authorized to appoint an interim Trustee who will have full authority to act as Trustee until a successor Trustee is appointed pursuant to Section 7.3.

If an individual Trustee has a physical or mental condition that renders the Trustee incapable of making decisions with respect to Trust matters, but the period of incapacity is not expected to exceed 6 months, the Trustee will not be deemed to have resigned. However, to assure the proper operation of the Trust, the Chairman of the Board is authorized to appoint an interim Trustee who will have full authority to act as Trustee until the Trustee is able to resume his duties as Trustee.

Section 7.2. Removal of Trustee. The Trustee, or any successor thereto, may be removed by the Board at any time by delivering a Board-approved written notice of removal to the Trustee and the Committee. The removal will take effect at the date specified in the written notice of removal, which will not be less than 30 days after delivery of the notice, unless the Trustee agrees to accept shorter notice. In any event, a Trustee’s removal will be effective until the successor Trustee’s appointment has been accepted.

Section 7.3. Appointment of Successor Trustee. Whenever the Trustee or any successor thereto resigns or is removed or a vacancy in the position otherwise occurs, the Board will use its best efforts to appoint one or more Persons as successor Trustee. The appointment will be made as soon as practicable, but no more than 30 days, after receipt or delivery, as the case may be, of a notice described in Section 7.1 or 7.2. A successor Trustee’s appointment will not become effective until the successor accepts the appointment by delivering written acceptance to the Board. If a successor is not appointed within the 30-day period, the Trustee, at the Company’s expense, may petition a court of competent jurisdiction for appointment of a successor. In any event, neither the Company nor any of its Affiliates may be appointed as a successor Trustee.

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Section 7.4. Succession to Trust Fund Assets. Title to all property held by the Trust will vest in any successor Trustee acting pursuant to the provisions hereof without the execution or filing of any further instrument. Nonetheless, a resigning or removed Trustee will execute all instruments and do all acts necessary to vest title in the successor Trustee. Each successor Trustee will have, exercise and enjoy all of the powers, both discretionary and ministerial, conferred by this Agreement on the predecessor Trustee. A successor Trustee will not be obliged to examine or review the accounts, records, or acts of, or property delivered by, any predecessor Trustee, and will not be responsible for any action or any failure to act on the part of any predecessor Trustee.

Section 7.5. Continuation of Trust. In no event will the legal disability, resignation or removal of a Trustee terminate the Trust, but the Board will appoint a successor Trustee in accordance with Section 7.3 to carry out the terms of the Trust.

Section 7.6. Changes in Organization of Trustee. In the event that any corporate Trustee serving hereunder will be converted into, will merge or consolidate with, or will sell or transfer substantially all of its assets and business to, another corporation, state or federal, the corporation resulting from such conversion, merger or consolidation, or the corporation to which such sale or transfer will be made, will thereafter become and be the Trustee under the Trust with the same effect as though originally so named, but only if such corporation is qualified to be a successor Trustee hereunder.

Section 7.7. Continuance of Trustee’s Powers in Event of Termination of the Trust. In the event of the termination of the Trust, as provided herein, the Trustee will dispose of the Trust Fund in accordance with the provisions hereof. Until the final distribution of the Trust Fund, the Trustee will continue to have all powers provided hereunder as necessary or expedient for the orderly liquidation and distribution of the Trust Fund.

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ARTICLE 8

AMENDMENT OR TERMINATION

Section 8.1. Amendments. Except as otherwise provided herein, the Board may amend the Trust at any time and from time to time in any manner that it deems desirable. However, no amendment may change the duties of the Trustee without the Trustee’s consent, which the Trustee may not unreasonably withhold.

Notwithstanding the foregoing, the Board will retain the power under all circumstances to amend the Trust to add or delete Plans, and to clarify any ambiguities or similar issues of interpretation in this Agreement.

Section 8.2. Termination. Subject to this Section, the Trust will terminate on the earlier of (a) the date the Trust no longer holds any assets, or (b) the date specified in a written notice of termination given by the Board to the Trustee.

Upon termination of the Trust, the Trustee will sell all or a portion of the assets of the Trust Fund as directed by the Committee. The proceeds of that sale or the assets then remaining in the Trust Fund will then be distributed by the Trustee to the Plans, used toward repayment of any Loan or returned to the Company, as directed by the Committee in its discretion. After distribution of all assets held in the Trust Fund, the Company will be deemed to have forgiven all amounts then outstanding under any Loan, including accrued and unpaid interest.

Section 8.3. Form of Amendment or Termination. Any amendment or termination of the Trust will be evidenced by a written instrument signed by an authorized officer of the Company, certifying that the amendment or termination has been authorized and directed by the Company or the Board, as applicable. In the case of any amendment for which the Trustee’s consent is required by Section 8.1, the Trustee or its authorized officer, as the case may be, will sign the required consent.

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ARTICLE 9

MISCELLANEOUS

Section 9.1. Controlling Law. The laws of the State of New York will be the controlling law in all matters relating to the Trust, without regard to conflicts of law.

Section 9.2. Committee Action. Any action required or permitted to be taken by the Committee may be taken on behalf of the Committee by any individual so authorized. The Company will furnish to the Trustee the name and specimen signature of each member of the Committee upon whose statement of a decision or direction the Trustee is authorized to rely. Until notified of a change in the identity of such person or persons, the Trustee will act upon the assumption that there has been no change.

Section 9.3. Notices. All notices, requests, or other communications required or permitted to be delivered hereunder will be in writing, delivered by registered or certified mail, return receipt requested, telecopier or hand delivery as follows:



To the Company:	Moog Inc. Jamison Road East Aurora, New York 14052 Attention: Gary Szakmary, Vice President and Chief Human Resources Officer
With a copy to:	Robert J. Olivieri, Esq. Hodgson Russ LLP 140 Pearl Street, Suite 100 Buffalo, NY 14202
To the Trustee:	G. Wayne Hawk 1634 Hubbard Road East Aurora, NY 14052

Any party to this Agreement, by giving prior written notice, may designate any other address to which notices, requests or other communications addressed to it will be sent.

Section 9.4. Severability. If any provision of the Trust is determined to be illegal, invalid or unenforceable for any reason, that provision will not affect the remaining parts of the Trust, and the Trust will be construed and enforced as if that provision had never been made part of the Trust.

Section 9.5. Protection of Persons Dealing with the Trust. No person dealing with the Trustee will be required or entitled (i) to monitor the application of any money paid or property delivered to the Trustee, or (ii) to determine whether the Trustee is acting pursuant to

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authorities granted by the Trust, or pursuant to any authorizations or directions required by the Trust.

Section 9.6. Tax Status of Trust. It is intended that the Company, as grantor, be treated as the owner of the entire Trust and the Trust Fund within the meaning of subpart E part 1, subchapter K, chapter 1, subtitle A of the Code. Until advised otherwise, the Trustee, in preparing any tax reports or returns, may presume that this is the proper tax status of the Trust.

Section 9.7. Participants to Have No Interest in the Company by Reason of the Trust. Neither the creation of the Trust nor anything contained in the Trust will be construed as giving any person, including any individual employed by the Company or any Affiliate of the Company, any equity or interest in the assets, business or affairs of the Company.

Section 9.8. Nonassignability. No right or interest of any person to receive distributions from the Trust will be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, or bankruptcy, but excluding death or mental incompetency. No right or interest of any person to receive distributions from the Trust will be subject to any obligation or liability of that person, including claims for alimony or the support of any spouse or child.

Section 9.9. Plurals. Whenever the context requires or permits, the singular form will include the plural form and will be interchangeable.

Section 9.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be considered an original.

The Company, by its authorized officer, and the Trustee have caused this Agreement to be signed as of the day, month and year first above written.

Moog Inc.

By: /S/ Donald R. Fishback
Title: VP & CFO

Trustee

/S/ G. Wayne Hawk
G. Wayne Hawk

- 19 -

EXHIBIT A

Plans


1.	Employee welfare benefit plans (as defined in Section 3(1) of ERISA) sponsored or maintained by the Company or its Affiliates.


2.	Moog Inc. Retirement Savings Plan


3.	Moog Inc. Employees’ Retirement Plan


4.	Moog Inc. Amended and Restated 1998 Stock Option Plan


5.	Moog Inc. Amended and Restated 2003 Stock Option Plan


6.	Moog Inc. 2008 Stock Appreciation Rights Plan


7.	Moog Inc. Supplemental Retirement Plan


8.	Moog Inc. Plan to Equalize Retirement Income


9.	Moog Inc. Deferred Compensation Plan for Directors and Officers


10.	Moog Inc. Management Profit Sharing Plan


11.	Moog Inc. Employee Profit Sharing Plan


12.	Moog Inc. Extended Vacation Plan

031407.00096 Business 12757239v6

- 20 -

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 quarterly report on Form 10-Q 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 February 3, 2015

/s/ John R. Scannell

John R. Scannell

Chief Executive Officer

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, Donald R. Fishback, certify that:


1.	I have reviewed this quarterly report on Form 10-Q 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 February 3, 2015

_/s/ Donald R. Fishback___

Donald R. Fishback

Chief Financial Officer

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 Quarterly Report on Form 10-Q for the quarter ended January 3, 2015 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 3, 2015

/s/ John R. Scannell

John R. Scannell

Chief Executive Officer

/s/ Donald R. Fishback

Donald R. Fishback

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.

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