MOOG, INC. 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1943 |
For
the transition period from
to
Commission file number 1-5129
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
MOOG INC.
EAST AURORA, NEW YORK 14052-0018
REQUIRED INFORMATION
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
Signature
Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan
We have audited the accompanying statements of net assets available for benefits of Moog Inc.
Savings and Stock Ownership Plan as of September 30, 2006 and 2005, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at September 30, 2006 and 2005, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of September
30, 2006 is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
Buffalo, New York
March 16, 2007
1
Moog Inc. Savings and Stock Ownership Plan
Statements of Net Assets Available for Benefits
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September 30 |
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2006 |
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2005 |
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Assets |
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Investments |
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$ |
289,911,598 |
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$ |
252,274,854 |
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Participant loans receivable |
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3,471,288 |
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3,302,012 |
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Cash and equivalents |
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2,066,215 |
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697,715 |
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Contributions receivable: |
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Participants |
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1,039,500 |
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263,971 |
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Moog Inc. |
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61,475 |
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28,172 |
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Accrued investment income |
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47,970 |
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21,332 |
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Net assets available for benefits |
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$ |
296,598,046 |
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$ |
256,588,056 |
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See accompanying notes.
2
Moog
Inc. Savings and Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
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Year Ended September 30 |
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2006 |
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2005 |
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Additions |
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Investment income: |
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Interest |
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$ |
312,903 |
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$ |
350,253 |
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Dividends |
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2,404,459 |
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1,824,159 |
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2,717,362 |
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2,174,412 |
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Contributions: |
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Participant |
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18,698,497 |
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16,052,742 |
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Employer |
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1,145,220 |
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959,536 |
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Rollovers |
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1,516,251 |
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805,462 |
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Transfer from another plan |
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6,678,353 |
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28,038,321 |
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17,817,740 |
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30,755,683 |
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19,992,152 |
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Deductions |
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Distributions |
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20,219,375 |
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18,783,624 |
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Administrative expenses |
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62,871 |
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79,139 |
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20,282,246 |
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18,862,763 |
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10,473,437 |
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1,129,389 |
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Net realized and unrealized appreciation
in fair value of investments |
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29,536,553 |
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28,475,784 |
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Net increase |
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40,009,990 |
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29,605,173 |
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Net assets available for benefits at beginning of year |
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256,588,056 |
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226,982,883 |
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Net assets available for benefits at end of year |
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$ |
296,598,046 |
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$ |
256,588,056 |
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See accompanying notes.
3
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements
September 30,
2006 and 2005
1. Description of Plan
The following is a brief description of the Moog Inc. Savings and Stock Ownership Plan (the Plan)
and is provided for general information purposes only. Participants should refer to the Summary
Plan Description for more complete information.
General
The Plan is a defined contribution plan sponsored by Moog Inc. (Company or the Plan Sponsor). The
Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA). The Plan has separate savings and stock ownership components.
Eligibility
As of September 30, 2006, all domestic employees of the Company are eligible to participate in the
Plan immediately upon hire, except for employees of Flo-Tork, Inc. and Fundamental Technology
Solutions, Inc., which maintain their own defined contribution plans.
Effective January 1, 2006, the Electro-Tec Corporation Employee Retirement Benefit Plan was merged
into the Plan, and on January 3, 2006, assets of $6,678,353 were transferred to the Plan. Effective
July 1, 2006, the recently acquired domestic operations of Moog FCS Inc. became a division of Moog
Inc. and therefore its employees became eligible to participate in the Plan. Effective July 31,
2006, the employees of the recently acquired Curlin Medical Inc. became eligible to participate in
the Plan.
Contributions and Investments
Each eligible participant may make voluntary pretax contributions to the Plan in the form of a 1%
to 20% salary reduction subject to Internal Revenue Code (IRC) limits. The Plan permits
participants age 50 and older to make catch up contributions as provided by the Economic Growth
and Tax Relief Reconciliation Act of 2001. Contributions are directed by the participant among the
available investment options. The Plan currently offers ten mutual funds, a stable return fund
(comprised of trustee-commingled funds), and Company stock as investment options for participants.
In 1994, certain assets of the AlliedSignal Savings Plan (including shares of AlliedSignal common
stock) were transferred to the Plan as a result of the Companys acquisition of certain product
lines of AlliedSignal Corporation. In December 1999, the AlliedSignal common stock was exchanged
for Honeywell International, Inc. (Honeywell) common stock due to the merger of the two companies.
Honeywell common stock is not an ongoing investment option for plan participants.
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Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
The Company matches 25% of employee contributions invested in Company common stock (the Company
Match). The Company Match may be paid in cash or shares of Company common stock, at the Companys
discretion. The Plan also provides that the Company may make discretionary contributions; however,
for the plan years ended September 30, 2006 and 2005, the Company has not elected to make any
discretionary contributions.
Rollovers represent amounts contributed to the Plan by participants from prior employer plans.
Participant Accounts
A separate account is maintained for each plan participant. Participant accounts are maintained in
units and the change in participant account value is based on the daily fluctuation of unit value
of the underlying investment funds. Dividend and interest income is allocated based on the number
of units each participant owns on the entitlement date. Participant accounts are fully and
immediately vested. Participants may transfer all or part of their accounts among investment
options on a daily basis except that if a participant elects to invest in Company stock those
amounts invested generally cannot be transferred into other investments, except as required under
the ESOP diversification regulations. Transfers to Honeywell common stock are not permitted.
Distributions
Subject to certain limitations, participants may withdraw all or part of their account balance upon
attainment of age 591/2. Distribution of a participants account balance is also permitted in the
event of death, disability, termination of employment, or immediate financial hardship, as defined
in the plan document. Distributions are required to begin at age 701/2. Distributions are made in
cash except for the Company Match and Honeywell common stock, which can be distributed in cash or
shares (effective February 1, 2007, participants are permitted to take distributions of their
balances from their contributions in Company stock as either cash or shares, as described in the
plan document).
Participant Loans
Loans are limited to the lesser of $50,000 or one-half of the participants account balance with a
minimum loan of $1,000, payable over a term not to exceed five years. Interest is charged at a rate
established by the Plan and is normally fixed at origination at prime plus 1%.
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Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Administrative Expenses
Costs of administering the Plan are borne by the Company, except for loan origination fees and
investment management fees which are paid by plan participants.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements are presented on the accrual basis of accounting.
Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less are considered cash
equivalents.
Investments
Investments in mutual funds, Honeywell, and Company stock are reported at fair value determined by
reference to quoted market prices. Purchases and sales of securities are reported on a trade date
basis. Loans receivable are valued at the amount loaned, which approximates fair value. The
investment in the common collective trust fund is recorded at its contract value, which represents
contributions and reinvested income, less any withdrawals plus accrued interest, because this
investment has fully benefit-responsive features. There are no reserves against contract values
for credit risk of contract issues or otherwise. The average yield was approximately 3.07% in 2006
and 2.99% in 2005.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
6
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
3. Investments
Net realized and unrealized appreciation in fair value of investments, including investments
bought, sold, as well as held during the year is summarized as follows:
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Year Ended September 30 |
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2006 |
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2005 |
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Mutual funds |
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$ |
10,766,474 |
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$ |
11,594,397 |
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Common collective trust fund |
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1,060,967 |
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1,272,840 |
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Moog Inc. common stock |
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16,884,561 |
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15,153,906 |
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Honeywell International, Inc. common stock |
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824,551 |
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454,641 |
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$ |
29,536,553 |
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$ |
28,475,784 |
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Investments that represent 5% or more of fair value of the Plans net assets are as follows:
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September 30 |
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2006 |
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2005 |
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Mutual Funds |
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Vanguard Windsor Fund |
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$ |
39,172,431 |
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$ |
34,819,043 |
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Vanguard Institutional Index Fund |
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23,674,129 |
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20,322,060 |
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American Cap World Growth and Income |
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16,933,899 |
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12,564,857 |
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Fidelity Puritan Fund |
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15,577,420 |
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13,744,789 |
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Collective Common Trust Fund |
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HSBC Collective Trust Stable Return Fund |
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35,594,011 |
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42,372,044 |
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Moog Inc. Common Stock |
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Class A |
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41,426,811 |
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38,466,243 |
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Class B |
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66,364,340 |
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54,751,799 |
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7
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated November 26,
2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended, and in January 2007, a new determination
letter application was submitted. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan Sponsor believes the Plan is being operated
in compliance with the applicable requirements of the Code and, therefore, believes that the Plan,
as amended, is qualified and the related trust is tax-exempt.
5. Plan Termination
Although it has not expressed intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA.
Upon termination, the Company will instruct the trustee to either continue the management of the
trusts assets or liquidate the trust and distribute the assets to the participants in accordance
with the Plan Document.
8
Moog Inc. Savings and Stock Ownership Plan
EIN #16-0757636 Plan #002
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
September 30, 2006
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Number |
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of |
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Fair |
Identity of Issue |
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Description |
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Shares |
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Cost |
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Value |
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Vanguard Windsor Fund |
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Mutual Fund |
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2,126,625 |
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$ |
33,953,233 |
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$ |
39,172,431 |
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Vanguard Institutional Index Fund |
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Mutual Fund |
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193,907 |
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21,861,153 |
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23,674,129 |
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American Cap World Growth
and Income |
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Mutual Fund |
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420,718 |
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14,180,524 |
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16,933,899 |
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Fidelity Puritan Fund |
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Mutual Fund |
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799,662 |
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14,606,122 |
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15,577,420 |
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American Growth Fund of America |
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Mutual Fund |
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456,118 |
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12,590,078 |
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14,577,519 |
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American Euro Pacific Growth |
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Mutual Fund |
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157,800 |
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6,265,689 |
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7,186,202 |
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Baron Small Cap Fund |
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Mutual Fund |
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277,306 |
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6,167,154 |
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6,541,640 |
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Pimco Total Return Fund |
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Mutual Fund |
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587,299 |
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6,232,378 |
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6,137,279 |
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Royce Fund Low Priced Stock |
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Mutual Fund |
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230,934 |
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3,716,562 |
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3,895,852 |
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Pimco Real Return Fund |
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Mutual Fund |
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326,205 |
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3,631,430 |
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3,571,941 |
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*HSBC Collective Trust Stable |
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Common Collective |
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Return Fund |
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Trust Fund |
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1,147,417 |
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30,596,106 |
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35,594,011 |
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*Moog Inc. |
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Class A common stock |
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1,195,234 |
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9,625,706 |
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41,426,811 |
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*Moog Inc. |
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Class B common stock |
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1,896,124 |
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14,505,789 |
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66,364,340 |
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Honeywell International, Inc. |
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Common stock |
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226,360 |
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4,787,283 |
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9,258,124 |
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Participant loans receivable |
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Loans maturing at various dates |
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through September 29, 2011 |
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and bearing interest at rates |
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ranging from 4.75% to 9.50% |
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3,471,288 |
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3,471,288 |
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Interest-bearing cash and
cash equivalents |
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2,262,035 |
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2,262,035 |
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$ |
188,452,530 |
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$ |
295,644,921 |
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9
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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MOOG INC. SAVINGS AND STOCK
OWNERSHIP PLAN |
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Dated: March 22, 2007
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By:
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/s/ Joe C. Green
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Joe C. Green
Plan Administrator |
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EXHIBIT INDEX
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Exhibit |
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Description |
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23
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Consent of Ernst & Young LLP |