Moog Statement of Business Ethics

Since the founding of our Company, we have worked to create an environment of mutual trust and confidence that relies on individual integrity, fosters individual responsibility, and promotes individual excellence in performance. We are presenting this Statement of Business Ethics to clarify our basic guidelines for business conduct. We expect that all Moog employees and representatives will use sound judgment and common sense in applying these guidelines to specific situations. When difficult circumstances arise, we expect our employees and representatives to bring the facts to the attention of a management representative who will determine an appropriate response by the Company.

Moog has always enjoyed an excellent reputation for business integrity. It’s consistent with our reputation for producing products of the highest quality. Applying the spirit of this policy statement in our business dealings throughout the world will preserve that reputation. In this day and age, a reputation for real integrity can be the basis for corporate differentiation and a significant competitive advantage.

Bob Brady
Chairman and Chief Executive Officer

Commitments to Our Stakeholders

We recognize that our Company is an organization with obligations to a number of different constituencies. Moog’s stakeholders include employees, customers, shareholders, suppliers, and the communities in which we operate, both within the U.S. and around the world. We make the following commitments to each of our stakeholders:

To our employees: We are committed to providing equal employment opportunity in a safe working environment with fair pay and benefits and an opportunity for self-improvement and advancement. We are committed to creating an atmosphere that encourages employees to treat one another fairly and with dignity and respect. We are committed to maintaining the highest standards in all aspects of our relationships with our employees.

To our customers: We will provide quality products at fair prices, backed by sincere service support.

To our shareholders: We will work to produce a fair return on shareholder investment and continued enhancement of shareholder value.

To our suppliers: We are committed to maintaining open and fair business dealings, and to selecting sources of supply on the basis of quality, price, services offered, and ethical policies that match our own high standards.

To our U.S. and overseas communities: We recognize our responsibility to maintain a clean and healthy physical environment. We strive to establish appropriate relationships with our neighboring communities, schools, local governments, and the families of employees. In summary, we recognize our responsibility to act as a good “corporate citizen”.

Worldwide Application

This Statement of Moog’s Business Ethics contains principles that apply to all of Moog’s facilities, in the U.S. and around the world. We address in this statement some specific issues that apply to U.S. Government Programs, but we believe that many of these ethical principles apply to all of our operations around the world. We also recognize that many of our facilities are located in countries that have additional requirements that are not covered in this Statement. The management on site at these facilities will be cognizant of local requirements and should be consulted by Moog employees to ensure adherence to all applicable laws, rules, and regulations.

Corporate Governance Guidelines

Moog has adopted Corporate Governance Guidelines that describe how the Board of Directors will exercise business judgment to act in the best interests of Moog. The Board will oversee management performance on behalf of the shareholders and ensure that the long-term interests of the shareholders are being served. The Board will also perform the duties and responsibilities assigned by the laws of New York State. The Guidelines may be reviewed in full on the Moog website at www.moog.com/Home/Investors/CorpGovernance/.

Financial Integrity

The integrity of our business must be reflected in our financial practices. We subscribe to the principles of completeness, timeliness, accuracy, and honesty in our financial operations. Each employee contributes to the integrity of our financial reports, beginning with accurate time reporting and ending with the public disclosure of the company’s financial results. We have adopted processes, policies, and procedures to ensure that all employees share the responsibility for the integrity of Moog’s financial information. We, of course, will comply with the Sarbanes-Oxley Act and all applicable rules adopted by the Securities and Exchange Commission and the New York Stock Exchange.

Conflicts of Interest

The proper operation of our business requires that our officers, directors, employees, and representatives are always in a position to act with total objectivity on behalf of the Company. All of our employees should avoid investments or activities that could affect that objectivity. Most “conflicts of interest” are readily identifiable. It is almost always a conflict of interest for a Moog employee to take on work from a competitor, customer, or supplier. The best policy is to avoid any direct or indirect business connection with our customers, suppliers, or competitors except on Moog’s behalf.

We also recognize the potential for apparent conflicts of interest which may be difficult to evaluate and resolve. Under such circumstances, the matter should be brought to the attention of management so that we can resolve such questionable matters quickly and openly.

Responsible Use of Assets

The Company expects all employees to ensure the proper use of Company and customer property, electronic communication systems, information resources, materials, facilities, and equipment. Employees must use and maintain these assets with the utmost care and guard against waste and abuse. Employees should not remove assets from Company property without management permission.

Insider Trading

Directors, officers, and employees of Moog may not trade any of Moog securities while in the possession of material inside information about Moog. Material inside information is non-public information, which would reasonably be expected to affect the price of the securities or would be important to an investor in deciding whether to buy, sell, or hold the security. Using non-public information for personal financial benefit is both unethical and illegal.

The Company has published a Policy on Insider Trading that addresses this subject in depth. It includes guidance on blackout dates, benefit plans, special events, and transactions involving household members, among other subjects. Anyone who has questions regarding the legality of a personal transaction is encouraged to contact the Controller in advance of acting.

Protection of Private Data

Many employees have access to confidential information and are trusted to safeguard that information. Company confidential information includes pricing rates, marketing plans, proposal data, or information related to how Moog conducts business or produces hardware. Moog drawings and data marked “Proprietary,” “Restricted,” or “Confidential,” or “Trade Secret” fall into this category. Handling, marking, and disclosure of such data, or similar data provided to Moog by customers, vendors, or teammates requires strict adherence to Moog Policy and Procedures.

Moog requires new employees to sign a “Confidentiality Agreement” that defines these duties in a simple, straightforward manner. In addition, all employees have executed Patent Agreements as part of the hiring process. Employees who develop inventions that may be worthy of patent must disclose them to the Company for a determination of whether they should be patented for the Company’s benefit.

Procurement Integrity

Moog employees will not accept or provide “kickbacks” including any money, fee, commission, credit, gift, gratuity, or compensation of any kind, for the purpose of improperly obtaining or rewarding favorable treatment in either the selling or procurement activities of the Company. Examples of favorable treatment include the improper advance notice of a request for bids or the submission of bids after a closing date.

Procurement integrity applies to employees and affiliates who participate personally in the procurement process. We are required to ensure that all those who participate on Moog’s behalf are not compromised by giving or receiving anything of value or by previous employment or affiliation. Moog’s stance in this regard is consistent with U.S. Federal Acquisition Regulations. Moog employees should not accept or extend either entertainment or gifts that could materially impair the parties’ objectivity in conducting Company business. Public disclosure of any transaction should never be compromising to the Company, the employee involved, or the recipient of any gift or offer. Furthermore, no “business courtesies” may be extended to employees of the U.S. Departments of Defense or Energy, NASA, or to any other U.S. Government employee who is subject to Standard of Conduct regulations that would be violated.

Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act covers three major areas:

1. Unlawful Payments: The Act makes it unlawful for the Company or any employee, officer, director, or representative of the Company to make an offer, payment, or promise of payment or anything of value to government officials and certain other persons for corrupt purposes.
2. Accounting Standards: The Company is required to keep books, records, and accounts that accurately and fairly reflect all transactions and dispositions of the Company’s assets. We are also required to maintain strong internal controls to eliminate discrepancies between recorded assets and actual assets.
3. Violation Penalties: The Act provides for stiff penalties for each criminal violation. For example, a corporation can be fined up to $1,000,000; an individual is subject to a fine of up to $10,000, or imprisonment for 5 years, or both.

The Act goes into considerably more detail on each of these items. A complete copy of the specific legislation can be read on the U.S. Department of Justice’s website.

Any employee who has a question in reference to any section of the Act should bring it to the attention of management.

Anti-Trust Regulation

Moog expects all officers, employees, and representatives to comply with all applicable U.S. and foreign anti-trust laws. Violations can result in heavy penalties to the individuals involved, as well as to the Company. Generally, agreements or understandings that limit or restrict competition may be unlawful. These could be agreements affecting prices, terms or conditions of sale, production, distribution, territories, or customers. Therefore, contracts, agreements, or understandings with suppliers and customers involving exclusive dealing, tie-in sales, or other restrictive agreements should only be consummated after the approval of a Company officer.

Endorsements: Commercial and Political

If an employee engages in any promotional activity that might be interpreted as endorsing a commercial organization, private venture, product, or political group, it must be done on the employee’s own time as a private citizen, not as a representative of Moog. The employee should avoid even the appearance of participating as a representative of Moog. Employees who author articles or publications and plan to be identified as a Moog employee must first get approval from the Chief Administrative Officer.

Behavioral Integrity

Moog has adopted a number of other policies that establish our vision of the “right thing to do”. These policies establish ideals to which individual employees and associates of the Company are expected to conform. They also reinforce our environment of mutual trust, confidence, and integrity. Some of these ideals are posted at the bulletin board locations, in our Employee Handbook, or in the Supervisor’s Policy Manual.

Implementation of Our Policy

Our commitment to ethical business conduct requires the cooperation of every employee and representative of the Company. We must hold ourselves to the highest standards with the realization that the Company’s best interests are our own best interests. We must avoid any violation of these standards and any appearance of a violation.

To help us handle difficult situations, we have established the following procedures:

1. Managers: Moog has a strong commitment to an “open-door” policy, this means that employees are encouraged to take advantage of the availability of any manager, supervisor, or Human Resources Representative for consultation on ethical issues as they arise. All managers will maintain open communication with employees regarding questions of ethics.
2. Confidential Ethics Hotline: In cases where employees suspect a violation of Moog’s ethics policy that has not been adequately addressed by managers, supervisors, or Human Resource Representatives, they are advised to call a confidential reporting number which is prominently posted throughout all Company facilities. Internal Company Counsel has been designated as Moog’s Ethics Advocate for these situations.
3. Employee Complaint Procedures for Accounting and Auditing Matters: In any case wherein an employee believes that the Company’s financial statements are materially misstated as a result of intentional acts or material weaknesses in the systems of internal control, and such suspicions have not been satisfactorily addressed by management, he or she is advised to contact directly the General Counsel of the Company whose number is prominently posted throughout the Company. All communications will be held in strictest confidence with an assurance that the matter will receive an appropriate investigation. Retaliation against anyone who has reported an ethics concern is strictly prohibited and will be grounds for appropriate and immediate disciplinary action, including dismissal. Employees seeking further information on Employee Complaint Procedures for Accounting and Auditing Matters should refer to the Company bulletin boards.

PRINT PAGE    EMAIL PAGE