UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended September 30, 2003 | |
|
OR |
|
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| 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
Reports of Independent Auditors
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Schedule H, Line 4j - Schedule of Reportable Transactions
Signature
Consents of Independent Auditors
|
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Moog Inc. Savings and Stock Ownership Plan Years ended September 30, 2003 and 2002 |
Moog Inc. Savings and Stock Ownership Plan
Financial Statements and Supplemental Schedules
Years ended September 30, 2003 and 2002
Contents
|
Reports of Independent Auditors |
1 |
| Financial Statements | |
|
Statements of Net Assets Available for Benefits |
3 |
|
Statements of Changes in Net Assets Available for Benefits |
4 |
|
Notes to Financial Statements |
5 |
|
Supplemental Schedules |
|
|
Schedule H, Line 4i-Schedule of Assets (Held at End of Year) |
11 |
|
Schedule H, Line 4j-Schedule of Reportable Transactions |
12 |
Report of Independent Auditors
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits of Moog Inc. Savings and Stock Ownership Plan (the Plan) as of September 30, 2003 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2003, and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of September 30, 2003 and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit 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.
/s/ Ernst & Young LLP
Buffalo, New York
January 23, 2004
1
Independent Auditors' Report
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the accompanying statement of net assets available for benefits of Moog Inc. Savings and Stock Ownership Plan as of September 30, 2002 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's managements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Moog Inc. Savings and Stock Ownership Plan as of September 30, 2002, and the changes in the net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
February 12, 2003
September 30 2003 2002 $ 177,940,464 $ 145,334,890 2,236,048 2,196,622 491,669 530,946 Participants 454,997 329,528 Moog Inc. 23,389 16,555 440 71,451 $ 181,147,007 $ 148,479,992
Moog Inc. Savings
and Stock Ownership Plan
Statements of Net
Assets Available for Benefits
Assets
Investments
Participant loans
receivable
Cash and
equivalents
Contributions
receivable:
Accrued
investment income
Net assets
available for benefits
See accompanying
notes.
3
Moog Inc. Savings and Stock Ownership Plan Statements of Changes in Net Assets Available for Benefits Years ended September 30 2003 2002 Interest $ 380,115 $ 1,122,758
Dividends 1,167,681 1,099,164
1,547,796 2,221,922
Participant 12,072,066 11,903,436
Employer 623,216 604,923 Rollovers 182,422 344,897 12,877,704 12,853,256
14,425,500 15,075,178
8,865,763 6,104,913
72,010 73,577 8,937,773 6,178,490
5,487,727 8,896,688
in fair value of investments 27,179,288 (5,279,090) 32,667,015 3,617,598
148,479,992 144,862,394
$ 181,147,007 $ 148,479,992
Additions
Investment
income:
Contributions:
Deductions
Distributions
Administrative
expenses
Net realized and
unrealized appreciation (depreciation)
Net increase
Net assets
available for benefits at beginning of year
Net assets
available for benefits at end of year
See
accompanying notes.
4
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements
Years ended September 30, 2003 and 2002
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. (the 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
All domestic employees of the Company are eligible to participate in the Plan immediately upon hire.
Contributions and Investments
Each eligible participant may make voluntary pre-tax contributions to the Plan in the form of a 1% to 20% salary reduction subject to Internal Revenue Code (IRC) limits. In 2002, the Plan was amended to permit 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 nine 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 Company's 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.
The Company matches 25% of employee contributions (the Company Match) allocated towards the purchase of Company common stock. The Company Match may be paid in cash or shares of Company common stock, at the Company's discretion.
Rollovers represent accounts contributed to the Plan by participants from prior employer plans.
5
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
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 amounts invested in Company stock generally cannot be transferred into other investments except as provided under ESOP diversification requirements. Transfers to Honeywell common stock are not permitted.
Distributions
Subject to certain limitations, a participant may withdraw all or part of his or her account balance upon attainment of age 59 ½. Distribution of a participant's account balance is also permitted in the event of death, disability, termination of employment or immediate financial hardship, as defined. Distributions are required to begin at age 70 ½. Distributions are made in cash except for the Company Match and Honeywell common stock which can be distributed in cash or shares.
Participant Loans
Loans are limited to the lesser of $50,000 or one-half of the participant's 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 one percent.
Administrative Expenses
Participants are required to pay an origination fee with respect to loans from the Plan. Costs of administering the Plan are borne by the Company.
6
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
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, the stable return fund, 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. The guaranteed investment contracts are fully benefit-responsive and are, therefore, reported at contract value which approximates fair value and which represents the cost of the underlying investment contracts plus interest. Loans receivable are valued at cost, which approximates fair value.
Use of Estimates
In preparing the financial statements, the Plan administrator is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in securities that are exposed to various risks, including interest rate, market and credit risks. Due to the level of risk associated with investment securities, it is reasonably possible that changes in their values will occur in the near term and that such changes could materially affect the amounts reported in the investments and investment activity of the Plan.
7
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
Net appreciation (depreciation) in fair value of investments, including investments bought, sold, as well as held during the year is summarized as follows:
|
Years ended September 30 |
||
|
2003 |
2002 |
|
|
Mutual funds |
$ 12,365,876 | $ (13,029,641) |
|
Stable return fund |
1,421,567 |
1,260,160 |
|
Moog Inc. common stock |
11,982,546 |
7,805,328 |
|
Honeywell International Inc. common stock |
1,409,299 | (1,314,937) |
| $ 27,179,288 | $ (5,279,090) | |
Plan investments consist of the following:
|
September 30 |
||
|
2003 |
2002 |
|
|
Mutual Funds |
||
|
Vanguard Windsor Fund - 1,801,386 and |
$ 25,741,807* |
$ 18,828,554* |
|
Vanguard Institutional Index Fund - 149,605 and
|
13,640,951* |
10,376,714* |
|
Fidelity Puritan Fund - 575,792 and
|
9,782,711* |
8,446,667* |
|
Janus Worldwide Fund - 262,590 and
|
9,264,165* |
8,493,816* |
|
Putnam New Opportunities Fund - 223,834 and
|
|
|
|
HSBC Investor Growth and Income Fund - 77,254 and
|
|
|
|
HSBC Investment Opportunity Fund - 158,704 and
|
|
|
|
HSBC Investor Overseas Equity Fund - 29,860 and
|
|
|
|
HSBC Investor Bond Fund - 228,851 and
|
|
|
|
71,047,219 |
54,057,225 |
|
8
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
3. Investments (continued)
|
September 30 |
||
|
2003 |
2002 |
|
|
Collective Common Trust Fund |
||
|
HSBC Collective Trust Stable Return Fund - |
$ 43,900,928* |
$ 30,331,175* |
|
Guaranteed Investment Contracts |
||
|
Metropolitan Life Group Annuity Contract, 7.2%
|
|
|
|
New York Life Group Annuity Contract, 7.1%
|
|
|
|
- |
12,131,572 |
|
|
Moog Inc. Common Stock |
||
|
Class A - 646,804 and 680,495 shares, respectively |
25,354,717* | 19,230,789* |
|
Class B - 758,817 and 697,774 shares, respectively |
29,859,449* | 23,026,542* |
|
55,214,166 |
42,257,331 |
|
|
Honeywell International Inc. Common Stock |
|
|
|
295,186 and 302,751 shares, respectively |
7,778,151 |
6,557,587 |
|
Total Investments |
$ 177,940,464 |
$ 145,334,890 |
* Represents 5% or more of the Plan's net assets available for benefits
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. 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 is qualified and the related trust is tax exempt.
9
Moog Inc. Savings and Stock Ownership Plan
Notes to Financial Statements (continued)
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 trust's assets or liquidate the trust and distribute the assets to the participants in accordance with the Plan document.
10
Moog Inc. Savings and Stock Ownership Plan EIN: 16-0757636 Plan Number: 002 Schedule H, Line 4i-Schedule of Assets (Held at End of Year) September 30, 2003 Number of Fair Identity of Issue Description Shares Cost Value Fund Return Fund through September 26, 2008 and bearing interest at rates ranging from 5.00% to 10.75%
Vanguard
Windsor Fund
Mutual Fund
1,801,386
$ 26,722,383
$ 25,741,807
Vanguard
Institutional Index Fund
Mutual Fund
149,605
17,458,015
13,640,951
Fidelity
Puritan Fund
Mutual Fund
575,792
10,243,772
9,782,711
Janus
Worldwide Fund
Mutual Fund
262,590
13,843,899
9,264,165
Putnam New
Opportunities Fund
Mutual Fund
223,834
12,713,318
7,695,406
* HSBC
Investor Growth and Income
Mutual Fund
77,254
619,930
618,030
* HSBC
Investment Opportunity Fund
Mutual Fund
158,704
1,547,866
1,541,015
* HSBC
Investor Overseas Equity Fund
Mutual Fund
29,860
347,066
328,156
* HSBC
Investor Bond Fund
Mutual Fund
228,851
2,382,959
2,434,978
* HSBC
Collective Trust Stable
Collective
Common
Trust Fund
1,542,711
40,790,499
43,900,928
* Moog Inc.
Class A
common stock
646,804
11,757,255
25,354,717
* Moog Inc.
Class B
common stock
758,817
8,330,147
29,859,449
Honeywell
International, Inc.
Common stock
295,186
6,236,271
7,778,151
Participant
loans receivable
Loans
maturing at various dates
2,236,048
2,236,048
$ 155,229,428
$ 180,176,512
* Party named
is a party-in-interest
11
$ $ $ $
Moog Inc. Savings and Stock Ownership Plan
EIN: 16-0757636 Plan Number: 002
Schedule H, Line 4j-Schedule of Reportable Transactions
Year ended September 30, 2003
Current
Value of
Average
Asset on
Identity of
Number of
Purchase
Selling
Cost of
Transaction
Net Gain
Party Involved
Description of Assets
Purchases/Sales
Price
Price
Assets
Date
(Loss)
Category i - Individual Transactions in Excess of 5% of Plan Assets
HSBC*
Collective
Trust Stable Return Fund
1
$ 12,414,187
-
$ 12,414,187
$ 12,414,187
-
-
-
-
-
-
-
Category iii - A Series of Reportable Transactions in Exces of 5% of
Plan Assets
HSBC*
S-T-I-F
Directed
396
$ 22,375,341
-
$ 22,375,341
$ 22,375,341
-
414
-
23,107,691
23,107,691
23,107,691
-
HSBC*
Collective
Trust Stable Return Fund
6
15,064,187
-
15,064,187
15,064,187
-
30
-
2,916,000
2,853,163
2,916,000
62,837
HSBC*
Money Market
Fund
84
7,808,811
-
7,808,811
7,808,811
-
183
-
7,809,012
7,809,012
7,809,012
-
HSBC*
Moog Stable
Return Unitized Fund
410
8,895,568
-
8,895,568
8,895,568
-
(Cash
Equivalent)
302
-
9,252,995
9,064,274
9,252,995
188,721
There were no category ii or iv transactions.
*Party-in-interest
12
SIGNATURE
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.
| MOOG INC. | ||
| SAVINGS AND STOCK | ||
| OWNERSHIP PLAN | ||
| Dated: March 24, 2004 | By: | /s/ Joe C. Green |
| Name: | Joe C. Green, | |
| Plan Administrator | ||
EXHIBIT INDEX
| Exhibit | Description |
| 23.1 | Consent of Ernst & Young LLP |
| 23.2 | Consent of KPMG LLP |