UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________________________________________
FORM
11-K
___________________________________________
(Mark
One)
ý
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal
year ended
September 30, 2018
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.
RETIREMENT SAVINGS 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
MOOG INC.
RETIREMENT SAVINGS PLAN
FINANCIAL
STATEMENTS AND SUPPLEMENTAL SCHEDULE
YEARS
ENDED
SEPTEMBER 30, 2018 and
2017
TABLE OF
CONTENTS
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Report of
Independent Registered Public Accounting Firm
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1
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Financial
Statements:
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Statements of Net
Assets Available for Benefits
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2
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Statements of
Changes in Net Assets Available for Benefits
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3
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Notes to Financial
Statements
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4-10
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Supplemental
Schedule:
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Schedule H, Line 4i
- Schedule of Assets (Held at End of Year)
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11
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Report of
Independent Registered Public Accounting Firm
The Plan
Administrator
Moog Inc.
Retirement Savings Plan
Opinion on the
Financial Statements
We have audited the
accompanying statements of net assets available for benefits of the
Moog Inc. Retirement Savings Plan (the Plan) as of
September 30, 2018 and 2017 , and the related statements of
changes in net assets available for benefits for the years then
ended, and the related notes to the financial statements
(collectively, the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of
September 30,
2018 and 2017 , and the changes in net assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States
of America.
Basis for
Opinion
These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on the Plan's financial
statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with
respect to the Plan in accordance with U.S. federal securities laws
and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Report on
Supplemental Information
The supplemental
information in the accompanying schedule, Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) as of September 30, 2018
has been subjected
to audit procedures performed in conjunction with the audit of the
Plan's financial statements. The supplemental information is
presented for the purpose of additional analysis and is not a
required part of the financial statements but includes supplemental
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental
information is the responsibility of the Plan's management. Our
audit procedures included determining whether the supplemental
information reconciles to the financial statements or the
underlying accounting and other records, as applicable, and
performing procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming
our opinion on the supplemental information in the accompanying
schedule, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information in the
accompanying schedule is fairly stated in all material respects in
relation to the financial statements as a
whole.
/s/ FREED MAXICK
CPAs, P.C.
We have served as the Plan's
auditor since 2009.
Buffalo,
NY
March 14,
2019
MOOG INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF
NET ASSETS AVAILABLE FOR BENEFITS
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September
30,
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2018
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2017
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Assets:
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Investments at fair
value
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$
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798,931,784
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$
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735,331,296
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Investments at contract
value
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46,538,735
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46,257,321
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Receivables:
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Notes receivable from
participants
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6,871,508
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6,697,220
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Participant
contributions
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1,922,969
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2,001,850
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Employer
contributions
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2,702,891
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516,265
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11,497,368
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9,215,335
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Net assets available for
benefits
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$
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856,967,887
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$
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790,803,952
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See accompanying Notes to
Financial Statements.
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MOOG INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended
September 30,
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2018
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2017
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Additions:
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Participant
contributions
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$
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42,438,064
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$
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39,294,377
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Employer
contributions
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17,871,166
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14,189,604
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Participant
rollovers
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7,402,450
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3,347,367
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Net appreciation in fair value
of investments
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44,595,366
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99,655,764
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Interest and dividend
income
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10,182,607
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5,845,639
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122,489,653
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162,332,751
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Deductions:
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Distributions
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56,103,485
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49,554,132
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Administrative
expenses
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222,233
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238,843
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56,325,718
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49,792,975
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Net increase
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66,163,935
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112,539,776
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Transfer from other
plans
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—
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541,807
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Net assets available for
benefits at beginning of year
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790,803,952
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677,722,369
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Net assets available for
benefits at end of year
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$
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856,967,887
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$
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790,803,952
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See accompanying Notes to
Financial Statements.
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MOOG INC.
RETIREMENT SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
SEPTEMBER
30, 2018
and
2017
1.
Description of Plan
The following is a
brief description of the Moog Inc. Retirement Savings Plan (the
Plan) and is provided for general information purposes only.
Participants should refer to the Plan Document and the Summary Plan
Description for 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 Administrative Committee is responsible for the
oversight of the Plan, determines the appropriateness of the Plan's
investment offerings and monitors investment
performance.
Eligibility
As of
September 30, 2018 , all domestic employees of the
Company are eligible to participate in the Plan immediately upon
hire.
Plan Mergers
and Transfers
For the plan year
ended September 30, 2017, the Company transferred assets and merged
the associated plan of Moog Flo-Tork into the Plan.
Notes
Receivable from Participants
Notes receivable
from participants (loans) are valued at their unpaid principal
balance plus any accrued but unpaid interest. 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 1%. The
loans are secured by the balance in the participant's account.
Principal and interest are paid ratably through payroll
deductions.
Contributions
and Investments
The Plan allows for
voluntary pretax contributions to the Plan in the form of a 1% to
40% salary reduction subject to the Internal Revenue Code (IRC)
limits. All employees are automatically enrolled in the Plan at a
deferral of 3% of eligible employee compensation to the Plan,
unless the employee elects not to make such a contribution to the
Plan. Employees are also automatically enrolled in 1% annual
increases up to a total deferral of 10%, unless the employee makes
an affirmative election to contribute at a different rate or opt
out of the automatic enrollment. The Plan also allows for Roth
Elective Deferrals. Participants may designate all or a portion of
automatic deferrals as Roth Elective Deferrals. 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 fourteen registered investment company funds, an investment
in insurance contract, target date funds and Company Class B common
stock as investment options for participants.
The Company's
matching contribution is 25% of the first 2% of eligible pay that
employees contribute. The Company Match is invested pursuant to
participant allocation elections, which may include Company Class B
common stock.
1.
Description of Plan (continued)
All new employees
hired on or after January 1, 2008 are not eligible to participate
in the Company's defined benefit pension plan. Instead, the Company
makes a contribution (Retirement Contributions) for those employees
to an employee-directed investment fund in the Plan. The Retirement
Contributions are based on a percentage of the employee's eligible
compensation and age, and are in addition to the Company Match on
voluntary employee contributions.
All employees hired
before January 1, 2008 elected either to remain in the defined
benefit pension plan and continue to accrue benefits or to elect to
stop accruing future benefits in the defined benefit pension plan
as of April 1, 2008. Employees who elected to stop accruing future
benefits receive the Retirement Contribution in the
Plan.
The Plan also
provides that the Company may make discretionary contributions. For
the plan year ended
September 30, 2018 , the Company made a
discretionary contribution to the non-executive participants in the
Plan in the form of five shares of Moog Class B Stock totaling
$2,125,494. For the plan year ended September 30,
2017
, the Company did
not elect to make any discretionary contributions.
Rollovers represent
amounts contributed to the Plan by participants from prior employer
plans.
Participant
Accounts
Separate accounts
are maintained for each plan participant. Each participant's
account is credited with the participant's contribution, Retirement
Contributions, Company Match and discretionary contributions, if
applicable. Plan earnings, losses and fees of the participant's
investment selections are reported in the participant's account as
defined by the Plan. Participant accounts are fully and immediately
vested in the participant's contributions and Company Match. The
Retirement Contributions vest 100% after three years of credited
service, which is defined as 1,000 hours of service in a plan year.
Forfeitures are used to first reduce future Retirement
Contributions, secondly to offset Plan expenses and lastly
reallocated to remaining participants. The benefit to which a
participant is entitled is the benefit that can be provided from
the participant's account. Participants may transfer all or part of
their accounts, including investments in Company stock, among the
other investment options in the Plan.
Distributions
Subject to certain
limitations, participants may withdraw all or part of their account
balance upon attainment of age 59½. 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 in the Plan Document. Distributions are
required to begin at age 70½. Distributions are made in cash except
for the Company Match, which can be distributed in cash or shares.
Participants have the option to also receive the balances from
their contributions in employer securities in either cash or
shares. For distributions of Moog Class B Stock from the employer
securities funds and matching account balances (for shares
purchased after January 1, 1999), the shares of stock will carry a
restrictive legend and the Company will have a right of first
refusal at the time of sale, transfer or pledging of those
shares.
Administrative
Expenses
Certain costs of
administering the Plan are borne by the Company, while others are
borne by the Plan. Fees borne by the Plan include loan origination
fees, investment management fees and recordkeeping fees. Loan
origination fees are charged to the participant's account balance
at the time the loan is processed. Investment management fees are
allocated to all participants invested in the fund that charges the
fee on a pro rata basis of account balances. Recordkeeping fees are
only charged to participants that meet the minimum balance
criteria.
2.
Summary of Significant Accounting Policies
Basis of
Accounting
The financial
statements are presented on the accrual basis of
accounting.
Use of
Estimates
The preparation of
financial statements in conformity with generally accepted
accounting principles in the United States requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.
Valuation of
Investments and Income Recognition
Investments are
reported at fair value, except for the fully benefit-responsive
investment contract, which is reported at contract value. Fair
value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date. See Note 3 for discussion of
fair value measurements.
Purchases and sales
of securities are recorded on a trade date basis. Net appreciation
includes the Plan's gains and losses on investments bought and sold
as well as held during the year. Dividends are recorded on the
ex-dividend date. Interest income is recorded on an accrual
basis.
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.
Payment of
Benefits
Benefits are
recorded when paid.
3.
Fair Value
Fair value is
defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Depending on the
nature of the asset or liability, various techniques and
assumptions can be used to estimate fair value. The definition of
the fair value hierarchy is as follows:
Level 1 - Quoted
prices in active markets for identical assets and
liabilities.
Level 2 -
Observable inputs other than quoted prices in active markets for
similar assets and liabilities.
Level 3 - Inputs
for which significant valuation assumptions are unobservable in a
market and therefore value is based on the best available data,
some of which is internally developed and considers risk premiums
that a market participant would require.
The following is a
description of the valuation methodologies used for assets measured
at fair value. There have been no changes to the methodologies used
at
September 30, 2018 and 2017 .
The Plan's assets
are invested in shares of registered investment companies, employer
securities, common collective trust funds and an investment in
insurance contract.
Shares of
registered investment companies: Consists of both equity and
fixed income mutual funds. Valued at quoted market prices that
represent the net asset value of shares held by the Plan at year
end.
Employer
securities: Certain assets of the Plan are
invested in employer securities through a unitized stock fund,
which includes common stock of Moog Inc. (Class B) and investments
in a money market fund for liquidity purposes. Money market funds
are stated at cost, which approximates fair value.
Common
collective trust funds: Consist of pools of investments
used by institutional investors to obtain exposure to equity and
fixed income markets. Common collective trust funds held by the
Plan invest in target date funds. Shares held in common collective
trusts are reported at the net unit value of units held at year
end. The unit value is determined by the total value of fund assets
divided by the total number of units of the fund
owned.
3.
Fair Value (continued)
The following table
presents the fair values and classification of the Plan's
investments measured on a recurring basis as of
September 30, 2018 and 2017 :
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Assets at Fair Value as of
September 30, 2018:
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Level 1
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Level 2
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Level 3
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Total
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Shares of registered investment
companies:
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Domestic:
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Large cap stocks
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$
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107,844,892
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$
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—
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$
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—
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$
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107,844,892
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Other
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92,299,397
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—
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—
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92,299,397
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International
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25,534,444
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—
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—
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25,534,444
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Employer
securities
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121,312,654
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—
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—
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121,312,654
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Total investments in fair value
hierarchy
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346,991,387
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—
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—
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346,991,387
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Investments measured at NAV
practical expedient (1)
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451,940,397
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Total investments at fair
value
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$
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346,991,387
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$
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—
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$
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—
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$
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798,931,784
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Assets at Fair Value as of
September 30, 2017:
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Level 1
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Level 2
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Level 3
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Total
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Shares of registered investment
companies:
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Domestic:
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Large cap stocks
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$
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84,784,526
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$
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—
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$
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—
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$
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84,784,526
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Other
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75,569,103
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—
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—
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75,569,103
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International
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23,077,193
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—
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—
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23,077,193
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Employer
securities
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131,291,405
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—
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—
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131,291,405
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Total investments in fair value
hierarchy
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314,722,227
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—
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—
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314,722,227
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Investments measured at NAV
practical expedient (1)
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420,609,069
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Total investments at fair
value
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$
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314,722,227
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|
$
|
—
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|
$
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—
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|
|
$
|
735,331,296
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|
|
|
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(1)
Per adoption of ASU
2015-07, certain investments that are measured at fair value using
the net asset value per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy. The
fair value amounts presented in this table are intended to permit
reconciliation of the fair value hierarchy to the statement of net
assets available for benefits.
4.
Fair Value of Investments that Use NAV Practical
Expedient
The following table
summarizes investments measured at fair value based on net asset
value (NAV) per share as of September 30, 2018
and
2017
,
respectively:
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Fair Value as of
September 30,
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Unfunded
Commitments
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Redemption
Frequency
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Redemption Notice
Period
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2018
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2017
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Common collective
trusts
|
|
$
|
451,940,397
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$
|
420,609,069
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$
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—
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Daily
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|
None
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5.
Income Tax Status
The Internal
Revenue Service has determined and informed the Plan Sponsor by a
letter dated June 29, 2012, that the Plan and related trust are
designed in accordance with applicable sections of the Internal
Revenue Code (IRC); therefore, the related trust is exempt from
taxation. The Plan is required to operate in conformity with the
IRC to maintain its qualification. Although the Plan has been
amended since receiving this favorable determination letter, the
Plan administrator and the Plan's tax counsel believe that the Plan
is being operated in compliance with the applicable requirements of
the IRC and, therefore, believe that the Plan, as amended, is
qualified and the related trust is tax-exempt. The Plan is subject
to routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress.
6.
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. If such termination were
to occur, 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.
7.
Investment in Insurance Contract
The Plan has a
group annuity contract with Great-West Life & Annuity Insurance
Company. The group annuity contract, Key Guaranteed Portfolio Fund,
is a fixed account that is part of the general account of
Great-West Life & Annuity Insurance Company. The methodology
for calculating the interest crediting rate is based on the
earnings of the underlying assets in the entire medium long-term
new portfolio compared to the minimum interest crediting rate
(which will never be less than 0% as stated in the contract), and
prevailing market conditions. Interest crediting rate is reset
quarterly. At September 30, 2018
and
2017
, the Key
Guaranteed Portfolio Fund’s fair value equaled its contract value.
As described in Note 2, contract value is the relevant measurement
attribute for this Fund.
Certain events
limit the ability of the Plan to transact at contract value with
the issuer. Such events include premature termination of the
contracts by the Plan, plant closings, layoffs, plan termination,
bankruptcy, mergers and early retirement incentives. The Plan does
not believe that any events which would limit the Plan's ability to
transact at contract value with participants are probable of
occurring. There are no reserves against contract value for credit
risk of the contract issuer or otherwise.
8.
Related Party Transactions
Participants of the
Plan may elect to invest in Moog Inc. Class B common stock within
the Moog Inc. Common Stock Fund. Moog Inc. is the Plan Sponsor.
Additionally, Plan investments include accounts with Great-West
Financial Plan Services, LLC (Great-West), the Plan trustee. These
transactions qualify as party-in-interest transactions. Net
investment gains from investments sponsored by Great-West, Moog
Inc. and participant loans for the plan year ended
September 30,
2018 and 2017 , amounted to
$1,698,661
and
$40,687,260
,
respectively.
9.
Reconciliation of Financial Statements to Form 5500
The following is a
reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of September 30,
2018
and
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Net assets available for
benefits per the financial statements
|
|
$
|
856,967,887
|
|
|
$
|
790,803,952
|
|
|
Differences in:
|
|
|
|
|
|
Investments
|
|
6,871,508
|
|
|
6,697,220
|
|
|
Notes
receivable from participants
|
|
(6,871,508
|
)
|
|
(6,697,220
|
)
|
|
Net assets available for
benefits per Form 5500
|
|
$
|
856,967,887
|
|
|
$
|
790,803,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EIN #16-0757636 Plan
#002
|
|
|
|
|
|
Schedule H, Line 4i – Schedule
of Assets
|
|
(Held at End of
Year)
|
|
September 30,
2018
|
|
|
|
|
|
Identity of Issuer
|
Description
|
Current
Value
|
|
|
|
|
|
BlackRock Lifepath Index
Retirement
|
Target Date Fund
|
$
|
34,290,523
|
|
|
BlackRock Lifepath Index
2020
|
Target Date Fund
|
95,583,151
|
|
|
BlackRock Lifepath Index
2025
|
Target Date Fund
|
100,150,350
|
|
|
BlackRock Lifepath Index
2030
|
Target Date Fund
|
74,543,912
|
|
|
BlackRock Lifepath Index
2035
|
Target Date Fund
|
49,637,190
|
|
|
BlackRock Lifepath Index
2040
|
Target Date Fund
|
34,710,646
|
|
|
BlackRock Lifepath Index
2045
|
Target Date Fund
|
27,509,564
|
|
|
BlackRock Lifepath Index
2050
|
Target Date Fund
|
23,787,081
|
|
|
BlackRock Lifepath Index
2055
|
Target Date Fund
|
11,727,980
|
|
|
Common Collective
Trusts
|
|
451,940,397
|
|
|
|
|
|
|
Vanguard Institutional Index
Fund
|
Mutual Fund
|
58,779,863
|
|
|
Vanguard Windsor
Fund
|
Mutual Fund
|
22,532,059
|
|
|
American Euro Pacific
Growth
|
Mutual Fund
|
19,034,221
|
|
|
JPMorgan Large Cap Growth
Fund
|
Mutual Fund
|
26,532,970
|
|
|
Vanguard Small Cap Index
Fund
|
Mutual Fund
|
19,957,482
|
|
|
Pimco Income Fund Institutional
Class
|
Mutual Fund
|
14,230,650
|
|
|
Vanguard Mid Cap Index
Fund
|
Mutual Fund
|
15,140,859
|
|
|
T Rowe Price Diversified
Small
|
Mutual Fund
|
14,512,577
|
|
|
Vanguard Total Bond Market
Index Fund
|
Mutual Fund
|
10,699,445
|
|
|
Pimco Real Return
Fund
|
Mutual Fund
|
6,133,983
|
|
|
JPMorgan Small Cap Growth
Fund
|
Mutual Fund
|
4,866,643
|
|
|
Vanguard Total Intl Stock
Index
|
Mutual Fund
|
6,500,223
|
|
|
Victory Sycamore Established
Value Fund
|
Mutual Fund
|
3,477,337
|
|
|
Goldman Sachs Growth
Opportunities
|
Mutual Fund
|
3,280,421
|
|
|
Shares of Registered Investment
Companies
|
|
225,678,733
|
|
|
|
|
|
|
*Moog Inc.
|
Class B Common
Stock
|
121,312,654
|
|
|
Employer
Securities
|
|
121,312,654
|
|
|
|
|
|
|
*Key Guaranteed Portfolio
Fund
|
Group Annuity
Contract
|
46,538,735
|
|
|
Investment in Insurance
Contract
|
|
46,538,735
|
|
|
|
|
|
|
*Participant loans
|
Loans maturing at various dates
through September 24, 2023 and bearing interest at rates ranging
from 3.25% to 10.50%
|
6,871,508
|
|
|
Total Investments
|
|
$
|
852,342,027
|
|
|
*Denotes a
party-in-interest
|
|
|
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.
MOOG INC.
RETIREMENT SAVINGS PLAN
|
|
|
|
Date: March 14,
2019
|
/s/
Paul Wilkinson
|
|
|
Paul Wilkinson
|
|
|
Plan Administrator
|
EXHIBIT
INDEX
Exhibit
Description
23.1 Consent of Freed Maxick CPAs,
P.C.
Moog (NYSE:MOG.B)
Historical Stock Chart
From Dec 2020 to Jan 2021
Moog (NYSE:MOG.B)
Historical Stock Chart
From Jan 2020 to Jan 2021
