MOOG INC
10-Q, 2000-02-14
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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- --------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------
                                    FORM 10-Q
                                 --------------
(Mark One)

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

                For the quarterly period ended December 31, 1999

                                       OR

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

                                 --------------

        For the transition period from ______________ to ______________

                         Commission File Number: 1-5129


                                     MOOG INC.
             (Exact name of registrant as specified in its charter)



       NEW YORK STATE                            16-0757636
- -------------------------------------------------------------------------
(State or other jurisdiction of      (I.R.S. employer identification no.)
incorporation or organization)


       EAST AURORA, NEW YORK                     14052-0018
- -------------------------------------------------------------------------
(Address of principal executive offices)         (Zip code)


              TELEPHONE NUMBER INCLUDING AREA CODE: (716) 652-2000


- -------------------------------------------------------------------------
              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 |X|  No | |

The number of shares outstanding of each class of common stock as of February 7,
2000 were:

Class A Common Stock, $1.00 par value                         7,338,842 shares
Class B Common Stock, $1.00 par value                         1,564,561 shares


                                       1
<PAGE>

                                    MOOG INC.
                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

                                                                        PAGE

PART I.  FINANCIAL INFORMATION

         Item 1.  Consolidated Condensed Balance Sheets
                  December 31, 1999 and September 25, 1999               3

                  Consolidated Condensed Statements of Earnings
                  Three Months Ended December 31, 1999 and 1998          4

                  Consolidated Condensed Statements of Cash Flows
                  Three Months Ended December 31, 1999 and 1998          5

                  Notes to Consolidated Condensed Financial
                  Statements                                             6-8

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations          9-12

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                            12


PART II. OTHER INFORMATION                                               13

SIGNATURES                                                               14


                                       2
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                   MOOG INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                             UNAUDITED                Audited
                                                               As of                   As of
                                                            December 31,           September 25,
                                                              1999                     1999
                                                           ------------            ------------
<S>                                                        <C>                      <C>
ASSETS
CURRENT ASSETS
         Cash and cash equivalents .......................  $  7,515                $  9,780
         Receivables .....................................   218,040                 212,279
         Inventories (note 2) ............................   155,457                 152,246
         Deferred income taxes ...........................    29,093                  29,097
         Prepaid expenses and other current assets .......     6,766                   3,413
                                                            --------                 -------
            TOTAL CURRENT ASSETS .........................   416,871                 406,815

PROPERTY, PLANT AND EQUIPMENT, NET .......................   186,768                 188,918
GOODWILL, NET ............................................   185,204                 184,368
OTHER ASSETS .............................................    18,444                  18,375
                                                            --------                 -------
TOTAL ASSETS .............................................  $807,287                $798,476
                                                            ========                ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
         Notes payable ...................................  $  5,058                $  5,831
         Current installments of long-term debt ..........    20,283                  20,787
         Accounts payable ................................    43,596                  36,373
         Accrued salaries, wages and commissions .........    32,291                  39,167
         Contract loss reserves ..........................    22,319                  24,741
         Accrued interest ................................     6,367                  10,587
         Federal, state and foreign income taxes .........     8,495                   9,181
         Other accrued liabilities .......................    29,440                  27,347
         Customer advances ...............................    10,066                   7,834
                                                            --------                --------
             TOTAL CURRENT LIABILITIES ...................   177,915                 181,848

LONG-TERM DEBT, excluding current installments
         Senior debt .....................................   235,939                 229,492
         Senior subordinated notes .......................   120,000                 120,000

OTHER LONG-TERM LIABILITIES ..............................    56,775                  55,366
                                                            --------                --------
             TOTAL LIABILITIES ...........................   590,629                 586,706
                                                            --------                --------

SHAREHOLDERS' EQUITY (note 4)

         Preferred stock .................................       100                     100
         Common stock ....................................    10,889                  10,889
         Other shareholders' equity ......................   205,669                 200,781
                                                            --------                --------
               TOTAL SHAREHOLDERS' EQUITY ................   216,658                 211,770
                                                            --------                --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...............  $807,287                $798,476
                                                            ========                ========
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

                                       3
<PAGE>

                                    MOOG INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                                  (UNAUDITED)
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

                                                THREE MONTHS ENDED
                                                    DECEMBER 31,
                                              1999               1998
                                              ----               ----
Net sales ............................   $   157,284       $   148,444
Cost of sales ........................       109,035           102,673
                                         -----------       -----------
Gross profit .........................        48,249            45,771

Research and development .............         6,089             9,243
Selling, general and administrative ..        24,656            22,757
Interest .............................         7,932             5,444
Other income, net ....................          (148)             (199)
                                         -----------       -----------
Earnings before income taxes .........         9,720             8,526

Income taxes .........................         3,402             2,899
                                         -----------       -----------
Net earnings .........................   $     6,318       $     5,627
                                         ===========       ===========
Earnings per share (note 3)
     Basic ...........................   $      0.71       $      0.63
                                         ===========       ===========
     Diluted .........................   $      0.70       $      0.62
                                         ===========       ===========
Average common shares outstanding (note 3)
     Basic ...........................     8,905,175         8,926,162
                                         ===========       ===========
     Diluted .........................     8,993,260         9,059,509
                                         ===========       ===========

See accompanying Notes to Consolidated Condensed Financial Statements.

                                       4
<PAGE>

                                   MOOG INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                       December 31,

                                                                     1999           1998
                                                                     ----           ----
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings ............................................  $     6,318     $    5,627
   Adjustments to reconcile net earnings
   to net cash (used) provided by operating activities:
        Depreciation and amortization ......................        7,619          6,614
        Working capital and other ..........................      (16,885)          (472)
                                                              -----------     ----------
        NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES           (2,948)        11,769
                                                              -----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of businesses, net of cash acquired ........           --       (171,773)
   Purchase of property, plant and equipment ...............       (3,918)        (6,431)
   Proceeds from sale of assets ............................          335          2,619
   Other ...................................................           --             71
                                                              -----------     ----------
        NET CASH USED BY INVESTING ACTIVITIES ..............       (3,583)      (175,514)
                                                              -----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from notes payable ........................       (1,360)         1,090
    Net proceeds from revolving lines of credit ............       12,000         89,000
    Proceeds from long-term debt ...........................           14         75,016
    Payments on long-term debt .............................       (5,540)        (1,060)
    Other ..................................................         (614)          (451)
                                                              -----------     ----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                   4,500        163,595
                                                              -----------     ----------

Effect of exchange rate changes on cash ....................         (234)            (3)
                                                              -----------     ----------
DECREASE IN CASH AND CASH EQUIVALENTS ......................       (2,265)          (153)
Cash and cash equivalents at beginning of period ...........        9,780         11,625
                                                              -----------     ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................  $     7,515     $   11,472
                                                              ===========     ==========
CASH PAID FOR:
    Interest ...............................................  $    12,108     $    7,233
    Income taxes ...........................................        2,490          1,389

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Leases capitalized, net of leases terminated ...........  $        --     $       --
    Acquisitions of businesses:
        Fair value of assets acquired ......................  $        --     $  219,857
        Cash paid ..........................................           --        172,788
                                                              -----------     ----------
             Liabilities assumed ...........................  $        --     $   47,069
                                                              ===========     ==========

See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>

                                       5
<PAGE>

                                    MOOG INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED DECEMBER 31, 1999

                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

1.       BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  management  in  accordance  with  generally  accepted   accounting
principles and in the opinion of management contain all adjustments,  consisting
of normal  recurring  adjustments,  necessary  to present  fairly the  financial
position of Moog Inc. as of December 31, 1999 and the results of its  operations
and cash  flows for the three  months  ended  December  31,  1999 and 1998.  The
results of operations  for the three months ended December 31, 1999 and 1998 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
the Company's Form 10-K for the fiscal year ended September 25, 1999.

2.       INVENTORIES

Inventories  are  stated  at the lower of cost or  market  using  the  first-in,
first-out  (FIFO)  method  of  valuation.   Inventories  are  comprised  of  the
following:

                                          December  31,      September 25,
                                             1999                1999
                                             ----                ----
   Raw materials and purchased parts      $ 53,741           $ 40,684
   Work in process                          77,002             87,925
   Finished goods                           24,714             23,637
                                          --------           --------
                                          $155,457           $152,246
                                          ========           ========

3.        EARNINGS PER SHARE

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


                                                  Three Months Ended
                                                     December 31,
                                                 1999         1998
                                                 ----         ----
    Weighted-average shares
          outstanding-Basic                  8,905,175      8,926,162
    Stock options                               80,893        125,201
    Convertible preferred stock                  7,192          8,146
                                             ---------      ---------
    Shares outstanding-Diluted               8,993,260      9,059,509
                                             =========      =========

Preferred  stock  dividends are deducted  from net earnings to calculate  income
available to common stockholders for basic earnings per share.


                                       6
<PAGE>


4.        SHAREHOLDER'S EQUITY

The changes in shareholders' equity for the three months ended December 31, 1999
are summarized as follows:

<TABLE>
<CAPTION>

                                                             Number of Shares
                                                             ----------------

                                                                     Class A         Class B
                                                   Preferred         Common          Common
                                         Amount     Shares           Stock           Stock
                                         -----      ------           -----           -----
<S>                                     <C>         <C>             <C>            <C>
PREFERRED STOCK
Beginning and end of period .........   $    100     100,000
                                        --------
COMMON STOCK
Beginning of period .................     10,889                    8,427,311      2,461,812
Conversion of Class B to Class A ....          -                           92            (92)
                                        --------                    ---------      ---------
End of period .......................     10,889                    8,427,403      2,461,720
                                        --------                    ---------      ---------
ADDITIONAL PAID-IN CAPITAL
Beginning of period .................    102,778
Issuance of Treasury shares at
less than cost ......................        (55)
                                        --------
End of period .......................    102,723

RETAINED EARNINGS
Beginning of period .................    132,104
Net earnings ........................      6,318
Preferred stock dividends............         (2)
                                        --------
End of period .......................    138,420
                                        --------

TREASURY STOCK
Beginning of period .................   (32,589)     (16,229)     (1,101,418)      (878,176)
Treasury stock issued ...............       307            -          19,000          2,469
Treasury stock purchased ............      (866)           -          (9,383)       (15,500)
                                       --------      -------       ---------      ---------
End of period .......................   (33,148)     (16,229)     (1,091,801)      (891,207)
                                       --------      -------       ---------      ---------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Beginning of period .................    (1,512)
Foreign currency translation ........      (814)
                                       --------
End of period .......................    (2,326)
                                       --------

TOTAL SHAREHOLDERS'                    --------        ------      ---------      ---------
EQUITY ..............................  $216,658        83,771      7,335,602      1,570,513
                                       ========        ======      =========      =========
COMPREHENSIVE INCOME
Net earnings ........................   $ 6,318
Adjustment from foreign currency
  translation .......................      (814)
                                        -------
Total comprehensive income ..........   $ 5,504
                                        =======
</TABLE>


                                       7
<PAGE>

5.       SEVERANCE LIABILITY

In connection  with the November 1998  acquisition of Raytheon  Aircraft  Montek
Company  (Montek),  the  Company  finalized a formal  plan for  integrating  the
operations  of  Montek  and  informed  the  affected   employees.   The  Company
established a $3,800  liability for severance and other related costs associated
with  involuntary  termination  of  employees.  The balance of the  liability at
December 31, 1999 was $1,345.  Activity during the current quarter included $266
of  payments  and a  $1,260  reduction  to the  liability  with a  corresponding
adjustment to goodwill. The plan is expected to be completed by May 2001.

6.       SEGMENT INFORMATION

Below are the sales and  operating  profit by segment for the three months ended
December 31, 1999 and 1998 and a reconciliation  of segment  operating profit to
earnings before income taxes.

                                                  Three Months Ended
                                                     December  31,

                                             1999                1998
                                             ----                ----
Sales

Aircraft Controls ....................... $ 77,235           $ 73,101
Satellite and Launch Vehicle Controls ...   28,375             22,769
Industrial Controls .....................   51,674             52,574
                                          --------           --------
   Total sales .......................... $157,284           $148,444
                                          ========           ========

Operating Profit and Margins

Aircraft Controls ....................... $10,627            $ 8,207
                                            13.8%              11.2%
Satellite and Launch Vehicle Controls ...   4,006              2,174
                                            14.1%               9.5%
Industrial Controls .....................   5,046              5,969
                                             9.8%              11.4%
                                          -------            -------
     Total operating profit .............  19,679             16,350
                                            12.5%              11.0%

Deductions from Operating Profit:

     Interest expense ....................  7,932              5,444
     Corporate expenses ..................  2,059              2,254
     Other income, net ...................    (32)               126
                                          -------            -------
Earnings before Income Taxes .............$ 9,720            $ 8,526
                                          =======            =======

Total segment assets at December 31, 1999 were $776,907  compared to $769,643 at
September 25, 1999.


                                       8
<PAGE>

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 FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 1999.]

RESULTS OF OPERATIONS

CONSOLIDATED

Sales for the current quarter were $157 million,  up 6% from $149 million in the
same period of 1999. Montek,  which was purchased on November 30, 1998, provided
$14  million of  incremental  sales in the  current  quarter,  primarily  Boeing
7-series  hardware and, to a lesser  extent,  tactical  missile  controls.  This
increase,  along with increased revenues on the Titan IV launch vehicle program,
helped offset  decreases on the B-2 bomber and F-15 fighter  aircraft  programs,
which are winding down, and lower production rates at Boeing.

Cost of sales as a  percentage  of sales  of 69.3% in the  current  quarter  was
comparable to the first quarter of 1999. A favorable  aftermarket  mix and lower
wage  and  benefit  costs  had a  favorable  affect  on  cost  of  sales.  These
improvements  were offset by lower sales  volumes in electric  controls  and the
redeployment of resources in Aircraft  Controls from research and development to
production,  as the efforts  expended on  developing  next  generation  aircraft
flight controls wind down.

Research and development expenses decreased to $6 million in the current quarter
as compared to $9 million in the same  quarter a year ago  primarily  due to the
winding down of efforts related to the  development of next generation  aircraft
flight  controls.  A portion of the costs associated with those efforts has been
redirected to either production or sales-support.

Selling,  general and administrative  expenses were $25 million, or 15.7% of net
sales, in the current quarter as compared to $23 million, or 15.3% of net sales,
in the same period a year ago. The increase in dollar terms is due  primarily to
the acquisitions that took place during the first quarter of last year.

Interest expense  increased $3 million in the current quarter to $8 million from
$5 million a year ago due to  indebtedness  incurred  to finance  the 1999 first
quarter acquisitions.

The Company's effective tax rate for the current quarter was 35% compared to 34%
a year ago. The current  quarter tax rate reflects  higher projected earnings.

Basic earnings per share (EPS) was $.71 in the current quarter  compared to $.63
a year ago. Diluted EPS was $.70 in the first quarter of fiscal 1999 compared to
$.62 last year.

Backlog at  December  31,  1999 was $333  million  compared  to $342  million at
December 31,  1998.  The  decrease  relates to controls for launch  vehicles and
entertainment  simulators as major  programs near  completion and lower incoming
orders for  controls  for  satellites  as this market  continues  to  experience
production slowdowns.


                                       9
<PAGE>

SEGMENT OPERATING REVIEW
(dollars in millions)
                                                     THREE MONTHS ENDED
                                                        DECEMBER 31,
                                                     1999         1998
                                                     ----         ----
SALES

Aircraft Controls ............................. $      77     $      73
Satellite and Launch Vehicle Controls .........        28            23
Industrial Controls ...........................        52            53
                                                ---------     ---------

         Total sales ..........................  $    157     $     149
                                                =========     =========
OPERATING PROFIT AND MARGINS

Aircraft Controls ............................. $     11     $        8
                                                   13.8%          11.2%
Satellite and Launch Vehicle Controls .........        4              2
                                                   14.1%           9.5%
Industrial Controls ...........................        5              6
                                                    9.8%          11.4%
                                                --------     ---------
         Total operating profit ............... $     20     $       16
                                                ========     ==========
                                                   12.5%          11.0%

AIRCRAFT CONTROLS

Sales in Aircraft  Controls  increased in the current  quarter to $77 million as
compared to $73 million in the same quarter a year ago.  Montek  contributed $11
million in incremental sales in the current quarter  reflecting a full quarter's
worth of sales compared to the first quarter of 1999 when Montek contributed one
month.  Montek's  incremental sales related primarily to flight controls for the
Boeing 7-series airplanes,  both OEM and aftermarket.  This increase, along with
$2 million  additional  sales of  controls  for the V-22  Osprey,  was offset by
declines of $4 million  related to the B-2 bomber and $3 million  related to the
F-15  fighter,  as these  programs  wind down,  and lower sales of hardware  for
Boeing 7-series  airplanes,  excluding the incremental  Montek business,  due to
lower Boeing production rates.

Operating  margins for Aircraft Controls were 13.8% in the first quarter of 2000
compared to 11.2% in the same period last year. The increase is due primarily to
a $3 million reduction in research and development  expenditures  related to the
development  of  next  generation  flight  controls.  A  portion  of  the  costs
associated  with those  efforts  has been  redirected  to either  production  or
sales-support.  To a lesser extent,  margins  improved due to a favorable mix of
military aftermarket sales.

SATELLITE AND LAUNCH VEHICLE CONTROLS

Sales in Satellite  and Launch  Vehicle  Controls  were $28 million in the first
quarter of 2000, up $5 million from the same period a year ago. Sales  increased
$5 million for launch vehicle controls,  primarily on the Titan IV program,  and
$2 million for tactical missile controls as a result of the Montek  acquisition.
Offsetting  these increases was a decline in sales of controls for satellites as
the order activity from the primes has slowed dramatically.


                                       10
<PAGE>

Operating  margins for Satellite and Launch  Vehicle  Controls were 14.1% in the
current quarter  compared to 9.5% in the same period a year ago. The increase is
due to the  increase in sales  mentioned  above and the  resultant  mix of sales
favoring higher margin launch vehicle programs.

INDUSTRIAL CONTROLS

Sales in  Industrial  Controls  decreased $1 million to $52 million in the first
quarter of 2000 compared to last year.  The $3 million of additional  sales from
the  Hydrolux  Sarl,  Moog-Hydrolux  Hydraulic  Systems,  Inc.  and Microset Srl
acquisitions in 1999 was largely offset by exchange rate movements. Strong sales
in the  plastics  and turbine  markets  were offset by softness in the  electric
motion  simulator  market as  contract  awards  have been  slow  despite  strong
proposal activities.

Operating  margins for  Industrial  Controls  were 9.8% in the  current  quarter
compared to 11.4% in the same period of the previous  year.  The decrease is due
to approximately $.9 million of cost overruns on two major development contracts
for electric motion simulators

FINANCIAL CONDITION AND LIQUIDITY

Cash on hand at  December  31,  1999 was $8 million  compared  to $10 million at
September 25, 1999.  Cash used by operations in the first quarter of 2000 was $3
million  compared  to cash  provided  of $12  million  in 1999.  Long-term  debt
increased  $6 million  during the first  quarter to $356 million at December 31,
1999 while the percentage of long-term debt to  capitalization  remained at 62%.
The reduction in cash from operations and the resultant increase in debt was due
to higher  receivable  levels  resulting  primarily  from two  long-term  launch
vehicle  programs,  one of which has milestone  payment terms, and the continued
funding of efforts on development  contracts for the Hawker and Premier business
jet  programs.  The  Company  expects  a  reduction  in  total  debt  in 2000 of
approximately $10 million.

At December 31, 1999, the Company had $96 million of unused  borrowing  capacity
under  short and  long-term  lines of credit,  including  $80  million  from the
Company's U.S. revolving credit facility.

Capital expenditures for the first quarter of 2000 were $4 million compared with
depreciation and amortization of $8 million.  Capital  expenditures in the first
quarter of 1999 were $6 million  compared to depreciation and amortization of $7
million. Capital expenditures in 2000 are not expected to exceed $24 million.

The Company  believes its cash on hand, cash flows from operations and available
borrowings  under  short and  long-term  lines of credit,  will  continue  to be
sufficient to meet its operating needs.

OTHER

YEAR 2000

The Company did not experience  any  significant  problems  because of Year 2000
issues.

MARKET RISK SENSITIVE INSTRUMENTS

During  the first  quarter  of 2000,  the  Company  entered  into a $20  million
interest  swap  agreement  in order to  provide  for  additional  interest  rate
protection  on the  Company's  variable  rate debt.  At December 31,  1999,  the
Company  has  interest  rate  swap  agreements  of  $100  million   outstanding,
effectively converting this amount into fixed rate debt at 7.27% for the balance
of the year.

                                       11
<PAGE>

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities,"  which must be
adopted by fiscal 2001. Under this standard, companies are required to carry all
derivatives  in the balance sheet at fair value.  The  accounting for changes in
the fair value  (i.e.,  gains or losses) of a derivative  instrument  depends on
whether it has been  designated and qualifies as part of a hedging  relationship
and,  if so, on the reason for  holding  it.  The  Company is in the  process of
evaluating the impact this standard will have on its financial statements.

OUTLOOK

Aircraft  Controls'  2000 sales are expected to increase  slightly over 1999 due
primarily to increased  production rates on the F/A-18E/F,  while a full year of
Montek and newly awarded  incremental  commercial  aircraft business from Boeing
will offset the decline in the commercial  aircraft  production rates at Boeing.
Although the Company recently signed long-term  contracts with several customers
to  supply  various  controls  for  satellites  and  launch  vehicles,  sales in
Satellite and Launch Vehicle Controls are expected to decrease  modestly in 2000
compared  to  last  year.  Production  of  satellites  continues  to be low  and
customers  continue  to  work-off  apparent  high  levels  of  inventory  of the
Company's  products.  In addition,  first quarter sales levels of launch vehicle
controls are not expected to continue as the year progresses. Current year sales
in Industrial Controls should show a slight increase over 1999 on the continuing
strength  of turbine  controls  and a recovery  in sales of  servovalves  to the
plastics industry.  Partially  offsetting these increases in Industrial Controls
is an expected decline in the sales of electric motion  simulators,  as compared
to 1999, as major programs are approaching completion. As a result of the above,
consolidated sales are expected to increase by approximately 3% in 2000 compared
to 1999.

The  Company  does not expect  the first  quarter  operating  margin of 12.5% to
continue for the remainder of 2000. Aircraft Controls experienced unusually high
margins due to the significant drop in research and development costs associated
with next  generation  flight  controls  and a  favorable  mix of higher  margin
aftermarket  sales.  However,  Aircraft  Controls'  margins  should  increase as
compared to 1999.  Margins in Satellite and Launch Vehicle Controls benefited in
the first  quarter  from  strong  revenues  for  controls  for launch  vehicles,
primarily  on the Titan IV  program.  Satellite  and  Launch  Vehicle  Controls'
margins will trend  downward over the course of the year due to projected  lower
sales volume on various launch vehicle  programs and projected  lower  satellite
controls activity.  Margins in Industrial  Controls will be up in 2000 primarily
due to improved performance at the industrial  businesses acquired in 1999. As a
result of the foregoing, overall operating margins are expected to increase over
1999's level by less than a half of a percentage point.

CAUTIONARY STATEMENT

Information  included in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations  which are not historical  facts 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.
The  forward  looking  statements  involve a number of risks and  uncertainties,
including but not limited to, contracting with various  governments,  changes in
economic  conditions,  demand for the  Company's  products,  pricing  pressures,
intense  competition in the industries in which the Company  operates,  the need
for the Company to keep pace with technological developments and timely response
to changes in customer  needs,  and other  factors  identified  in the Company's
Securities and Exchange  Commission  filings including the Company's most recent
Annual Report on Form 10-K for the fiscal year ended September 25, 1999.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information  required herein is incorporated by reference to the information
appearing  under the caption  "Market  Risk  Sensitive  Instruments"  in Item 2.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.


                                       12
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS.
                  -----------------
                        None

ITEM 2.           CHANGES IN SECURITIES.
                  ---------------------
                        None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.
                  -------------------------------
                        None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  ---------------------------------------------------
                        None.

ITEM 5.           OTHER INFORMATION.
                  -----------------
                        None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.
                  --------------------------------
                  A.       EXHIBITS.
                           ---------
                           Exhibit 27 - Financial data schedule.

                  B.       REPORTS ON FORM 8-K.
                           --------------------
                           None.



                                       13
<PAGE>

                                   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 9, 2000            BY    S/ROBERT R. BANTA/S
            ----------------               --------------------------
                                              Robert R. Banta
                                              Executive Vice President
                                              Chief Financial Officer
                                              (Principal Financial Officer)

DATE:       FEBRUARY 9, 2000             BY   S/DONALD R. FISHBACK/S
            ----------------               ---------------------------
                                              Donald R. Fishback
                                              Controller
                                              (Principal Accounting Officer)

                                   14

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<NAME>                        Moog Inc.
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