Item 1.
Business
Woodward Governor Company was established in 1870 and incorporated in 1902. Headquartered in Rockford, Illinois and serving global markets from locations worldwide, we design, manufacture, and service energy control systems and components for aircraft and industrial engines, turbines, and other power equipment. Leading OEMs (original equipment manufacturers) throughout the world use our products and services in the power generation, process industries, transportation, and aerospace markets.
Our operations are organized based on the nature of products and related services provided and consist of two reportable segments - Industrial Controls and Aircraft Engine Systems. Industrial Controls provides energy control systems and components primarily to OEMs of industrial engines, turbines, and other power equipment. Aircraft Engine Systems provides energy control systems and components primarily to OEMs of aircraft turbines.
Information about our operations in 2004 and outlook for the future, including certain segment information, is included in “Management’s Discussion and Analysis” on pages 14 through 30 of our 2004 Annual Report, incorporated here by reference. Additional segment information and certain geographical information is included in Note 20 to the Consolidated Financial Statements, on pages 50 through 51 of our 2004 Annual Report, incorporated here by reference. Other information about our business follows.
Industrial Controls
We provide energy control systems and components through Industrial Controls, primarily to OEMs of industrial engines, turbines, and other power equipment. We also sell components as spares or replacements, and provide other related services to these customers and other customers. In 2004, our two largest customers were General Electric Company, which accounted for approximately 21% of Industrial Controls’ sales, and Caterpillar, Inc., which accounted for approximately 19% of Industrial Controls’ sales.
We generally sell Industrial Controls’ products and services directly to our customers, although we also generate sales through distributors, dealers, and independent service facilities. We carry certain finished goods and component parts inventory to meet rapid delivery requirements of customers, primarily for aftermarket needs. We do not believe Industrial Controls’ sales are subject to significant seasonal variation.
We believe Industrial Controls has a significant competitive position within the market for energy control systems and components for industrial engines, turbines, and other power equipment. We compete with as many as 10 other independent manufacturers and with the in-house control operations of OEMs. While published information is not available in sufficient detail to enable an accurate assessment, we believe we hold a strong position among the independent manufacturers for power generation, transportation, and process industries markets. Companies compete principally on price, quality, and customer service. We also see increasing demand for products that result in lower environmental emissions, particularly in gas turbine applications. In our opinion, our prices are generally competitive and our quality, customer service, and technology used in products to reduce emissions are favorable competitive factors.
Industrial Controls’ backlog orders were approximately $112 million at October 31, 2004, approximately 98% of which we expect to fill by September 30, 2005. Last year, Industrial Controls’ backlog orders were $88 million at October 31, 2003, approximately 98% of which we expected to fill by September 30, 2004. Backlog orders are not necessarily an indicator of future billing levels because of variations in lead times.
Industrial Controls’ products make use of several patents and trademarks of various durations that we believe are collectively important. However, we do not consider our business dependent upon any one patent or trademark. Our products consist of mechanical, electronic, and electromagnetic components. Mechanical components are machined primarily from aluminum, iron, and steel. Generally there are numerous sources for the raw materials and components used in our products, and they are believed to be sufficiently available to meet all Industrial Controls’ requirements.
Aircraft Engine Systems
We provide energy control systems and components through Aircraft Engine Systems, primarily to OEMs of aircraft engines for use in those engines. We also sell components as spares or replacements, and provide repair and overhaul services to these customers and other customers. In 2004, our largest customer was General Electric Company, which accounted for approximately 23% of Aircraft Engine Systems’ sales.
We generally sell Aircraft Engine Systems’ products and services directly to our customers, although we also generate aftermarket sales through distributors, dealers, and independent service facilities. We carry certain finished goods and component parts inventory to meet rapid delivery requirements of customers, primarily for aftermarket needs. We do not believe Aircraft Engine Systems’ sales are subject to significant seasonal variation.
We believe Aircraft Engine Systems has a significant competitive position within the market for energy control systems and components for aircraft engines. We compete with several other manufacturers, including divisions of OEMs of aircraft engines. While published information is not available in sufficient detail to enable an accurate assessment, we do not believe any company holds a dominant competitive position. Companies compete principally on price, quality, and customer service. In our opinion, our prices are generally competitive, and our quality and customer service are favorable competitive factors.
Aircraft Engine Systems’ backlog orders were approximately $148 million at October 31, 2004, approximately 84% of which we expect to fill by September 30, 2005. Last year, Aircraft Engine Systems’ backlog orders were $136 million at October 31, 2003, approximately 79% of which we expected to fill by September 30, 2004. Backlog orders are not necessarily an indicator of future billing levels because of variations in lead times.
Aircraft Engine Systems’ products make use of several patents and trademarks of various durations that we believe are collectively important. However, we do not consider our business dependent upon any one patent or trademark. Our products consist of mechanical, electronic, and electromagnetic components. Mechanical components are machined primarily from aluminum, iron, and steel. Generally there are numerous sources for the raw materials and components used in our products, and they are believed to be sufficiently available to meet all Aircraft Engine Systems’ requirements.
Other Matters
We spent approximately $40.1 million for company-sponsored research and development activities in 2004, $41.6 million in 2003, and $36.7 million in 2002. These expenses were incurred by both Industrial Controls and Aircraft Engine Systems.
We do not believe that compliance with current Federal, State or local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, will have any material effect on our capital expenditures, earnings, or competitive position. We are also not intending to incur material capital expenditures for environmental control facilities through September 30, 2005.
We employed about 3,384 people at October 31, 2004.
This report and the 2004 Annual Report, sections of which have been incorporated by reference, contain forward-looking statements and should be read with “Factors That May Affect Future Results” on pages 14 through 15 of the 2004 Annual Report, incorporated here by reference.
Shareholders may obtain, without charge, a single copy of Woodward’s 2004 annual report on Securities and Exchange Commission Form 10-K upon written request to the Corporate Secretary, Woodward Governor Company, 5001 North Second Street, P.O. Box 7001, Rockford, Illinois, 61125-7001. In addition, Securities and Exchange Commission filings are also available on our website at www.woodward.com, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current-event reports on Form 8-K, and amendments to those reports. These filings are available on our website as soon as reasonably practicable after they are filed electronically with, or furnished to, the Securities and Exchange Commission.
Item 2.
Item 2.
Properties
Our principal plants are as follows:
United States
Fort Collins, Colorado - Industrial Controls manufacturing
Loveland, Colorado - Industrial Controls manufacturing and partially leased to a third party
Niles, Illinois - Industrial Controls manufacturing
Rockford, Illinois - Aircraft Engine Systems manufacturing and corporate offices
Rockton, Illinois - Aircraft Engine Systems manufacturing and repair and overhaul
Zeeland, Michigan - Aircraft Engine Systems manufacturing
Greenville, South Carolina (leased) - Industrial Controls manufacturing
Other Countries
Suzhou, Peoples Republic of China (leased) - Industrial Controls manufacturing
Aken, Germany (leased) - Industrial Controls manufacturing
Stuttgart, Germany (leased) - Industrial Controls manufacturing
Tomisato, Chiba, Japan - Industrial Controls manufacturing
Hoofddorp, The Netherlands - Industrial Controls manufacturing
Cheltenham, England, United Kingdom - Industrial Controls manufacturing
Prestwick, Scotland, United Kingdom (leased) - Aircraft Engine Systems repair and overhaul
Our principal plants are suitable and adequate for the manufacturing and other activities performed at those plants, and we believe our utilization levels are generally high. With continuing advancements in manufacturing technology and operational improvements, we believe we can continue to increase production without additional plants.
During 2005 and the first half of 2006, we intend to consolidate manufacturing operations in The Netherlands, United Kingdom, and Japan with existing operations in the United States, Germany, and China to gain production cost efficiencies. The facilities located in The Netherlands, United Kingdom, and Japan will continue to be used after the consolidation is complete for sales and service activities. In addition, the facility in the United Kingdom will remain a key development site for diesel fuel injection products.
In addition to the principal plants listed above, we lease several facilities in locations worldwide, used primarily for sales and service activities.
Item 3.
Item 3.
Legal Proceedings
We are currently involved in pending or threatened litigation or other legal proceedings regarding employment, product liability, and contractual matters arising from the normal course of business. These matters are discussed in Note 18 to the Consolidated Financial Statements on page 50 of our 2004 Annual Report, incorporated here by reference. We currently do not have any administrative or judicial proceedings arising under any Federal, State, or local provisions regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment.
Item 4.
Item 4.
Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of the year ended September 30, 2004.
PART II
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Our common stock is listed on The NASDAQ National Market and at November 29, 2004, there were 1,531 holders of record. Cash dividends were declared quarterly during 2004 and 2003. The amount of cash dividends per share and the high and low sales price per share for our common stock for each fiscal quarter in 2004 and 2003 are included in the “Selected Quarterly Financial Data” on page 53 of the 2004 Annual Report, incorporated here by reference.
(c) Issuer Purchases of Equity Securities
On November 26, 2002, we announced in a news release a plan to purchase up to $20 million of our outstanding shares of common stock over a two-year period. We did not purchase any shares as part of this plan during the fourth quarter of the year ended September 30, 2004. The plan expired on November 26, 2004.
Item 6.
Item 6.
Selected Financial Data
“Selected Financial Data” is included on pages 54 through 55 of our 2004 Annual Report, incorporated here by reference.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
“Management’s Discussion and Analysis” is included on pages 14 through 30 of our 2004 Annual Report, incorporated here by reference. This discussion should be read with the consolidated financial statements on pages 31 through 51 of our 2004 Annual Report.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Disclosures about market risk are included under the caption “Market Risks” on page 18 of our 2004 Annual Report, incorporated here by reference.
Item 8.
Item 8.
Financial Statements and Supplementary Data
Consolidated financial statements and schedules, as listed in Item 15(a)(1) and (a)(2) and excluding the two items listed under the caption “Other Financial Statement Schedules”, are incorporated here by reference.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in or disagreements on accounting principles and financial disclosure. PricewaterhouseCoopers LLP, or its predecessors, have been our independent accountants since 1940.
Item 9A.
Item 9A.
Controls and Procedures
We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
John A. Halbrook, our chairman of the board and chief executive officer, and Stephen P. Carter, our executive vice president, chief financial officer and treasurer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on their evaluation, they concluded that our disclosure controls and procedures were effective in achieving the objectives for which they were designed.
Furthermore, there have been no changes in our internal control over financial reporting during the fourth quarter covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B.
Other Information
There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year ended September 30, 2004, that was not reported on Form 8-K.
PART III
Item 10.
Item 10.
Directors and Executive Officers of the Registrant
Executive Officers:
John A. Halbrook, age 59 - chairman and chief executive officer since January 1995; chief executive officer and president November 1993 through January 1995; president November 1991 through November 1993.
Thomas A. Gendron, age 43 - president and chief operating officer since September 2002; vice president and general manager of Industrial Controls June 2001 through September 2002; vice president of Industrial Controls April 2000 through May 2001; director of global marketing and Industrial Controls’ business development February 1999 through March 2000.
Stephen P. Carter, age 53 - executive vice president, chief financial officer and treasurer since January 2003; vice president, chief financial officer and treasurer since January 1997 through December 2002; vice president and treasurer September 1996 through January 1997; and assistant treasurer January 1994 through September 1996.
Carol J. Manning, age 54 - secretary since June 1991.
All executive officers were elected to their current positions at the January 28, 2004, Board of Directors meeting to serve until the January 26, 2005, Board of Directors meeting, or until their successors have been elected. On November 18, 2004, we announced the upcoming retirement of Stephen P. Carter. Under the terms of a Retirement Transition Agreement, as listed in Item 15(a)(3) as Exhibit 10(i), Mr. Carter will continue to serve as Executive Vice President, Chief Financial Officer and Treasurer until his successor is appointed or the Company determines that the transition of responsibilities has been accomplished, in no event later than October 14, 2006.
We have adopted a code of ethics for senior financial officers and other finance members that applies to John A. Halbrook, our principal executive officer, and Stephen P. Carter, our principal financial and accounting officer. This code of ethics, as listed in Item 15(b) as Exhibit 14, is incorporated here by reference.
Other information regarding our directors and executive officers is under the captions “Board of Directors” on pages 7 through 8, “Board Meetings and Committees - Audit Committee” on page 10, (including information with respect to audit committee financial experts) “Share Ownership of Management”
on page 13, and “Section 16(a) Beneficial Ownership Reporting Compliance” on page 13 of our proxy statement dated December 8, 2004, incorporated here by reference.
Item 11.
Item 11.
Executive Compensation
Executive compensation is under the captions “Board Meetings and Committees - Director Compensation” on page 12, “Executive Compensation” on pages 17 through 18, “Stock Options” on page 19, and “Long-Term Management Incentive Compensation Plan Awards” on page 19 of our proxy statement dated December 8, 2004, incorporated here by reference.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
Security ownership of certain beneficial owners and management and related stockholder matters is under the tables captioned “Share Ownership of Management” on page 13 and “Persons Owning More than Five Percent of Woodward Stock” on page 14 of our proxy statement dated December 8, 2004, incorporated here by reference.
Securities authorized for issuance under equity compensation plans were as follows:
(1)
Consists of the 2002 Stock Option Plan.
Item 13.
Item 13.
Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is under the caption “Board Meetings and Committees - Director Compensation” on page 12 of our proxy statement dated December 8, 2004, incorporated here by reference.
Item 14.
Item 14.
Principal Accounting Fees and Services
Principal accounting fees and services are under the captions “Audit Committee Report to Shareholders - Audit Committee’s Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm and Fees Paid to PricewaterhouseCoopers LLP” on page 20 of our proxy statement dated December 8, 2004, incorporated here by reference.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules
(a)(1) and (a)(2) Index to Consolidated Financial Statements and Schedules
Financial statements and schedules other than those listed above are omitted for the reason that they are not applicable, are not required, or the information is included in the financial statements or the footnotes.
With the exception of the consolidated financial statements and the reports of independent registered public accounting firm listed in the above index, and the information referred to in Items 1, 3, 5A, 6, 7, 7a, and 8, all of which is included in the 2004 Annual Report to Shareholders of Woodward Governor Company and incorporated by reference into this Form 10-K Annual Report, the 2004 Annual Report to Shareholders is not to be deemed “filed” as part of this report.
(a)(3) Exhibits Filed as Part of This Report
(3)(i) Articles of Incorporation
Filed as Exhibit 3(i) to Form 10-K for the year ended September 30, 1999, incorporated here by reference.
(ii) By-laws
Filed as an exhibit.
(4) Instruments defining the rights of security holders, including indentures
(a) Note Purchase Agreement dated October 15, 2001, filed as Exhibit 4 to Form 10-Q for the three months ended December 31, 2001, incorporated here by reference.
(b) Credit Agreement dated March 4, 2003, filed as Exhibit 4 to Form 10-Q for the three months ended March 31, 2003, incorporated here by reference.
(10) Material contracts
(a) Long-Term Management Incentive Compensation Plan, filed as Exhibit 10(c) to Form 10-K for the year ended September 30, 2000, incorporated here by reference.
(b) Annual Management Incentive Compensation Plan, filed as Exhibit 10(d) to Form 10-K for the year ended September 30, 2000, incorporated here by reference.
(c) Form of Outside Director Stock Purchase Agreement with Michael H. Joyce, filed as Exhibit 10(g) to Form 10-K for the year ended September 30, 2000, incorporated here by reference.
(d) Form of Outside Director Stock Purchase Agreement with Paul Donovan, filed as Exhibit 10(h) to Form 10-K for the year ended September 30, 2001, incorporated here by reference.
(e) 2002 Stock Option Plan, effective January 1, 2002 filed as Exhibit 10 (iii) to Form 10-Q for the three months ended March 31, 2002, incorporated here by reference.
(f) Executive Benefit Plan (non-qualified deferred compensation plan), filed as Exhibit 10(e) to Form 10-K for the year ended September 30, 2002, incorporated here by reference.
(g) Form of Outside Director Stock Purchase Agreement with James L. Rulseh, filed as Exhibit 10(j) to Form 10-K for the year ended September 30, 2002, incorporated here by reference.
(h) Form of Transitional Compensation Agreement with John A. Halbrook, Thomas A. Gendron, and Stephen P. Carter, filed as Exhibit 10 to Form 10-Q for the three months ended December 31, 2002, incorporated here by reference.
(i) Retirement Transition Agreement with Stephen P. Carter, filed as Exhibit 99.2 to Form 8-K dated November 23, 2004, incorporated here by reference.
(j) Summary of non-employee director meeting fees and compensation, filed as an exhibit.
(11) Statement on computation of earnings per share
Included in Note 5 of Notes to Consolidated Financial Statements, included in 2004 Annual Report, incorporated here by reference.
(13) Annual report to shareholders for the fiscal year ended September 30, 2004
Except as specifically incorporated by reference, report is furnished solely for the information of the Commission and is not deemed “filed” as part of this report.
(14) Code of Ethics
Filed as Exhibit 14 to Form 10-K for the year ended September 30, 2003, incorporated here by reference.
(21) Subsidiaries
Filed as an exhibit.
(23) Consent of Independent Registered Public Accounting Firm
Filed as an exhibit.
(31)(i) Certification of John A. Halbrook pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
Filed as an exhibit.
(ii) Certification of Stephen P. Carter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed as an exhibit.
(32)(i) Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
Filed as an exhibit.
(99)(i) Additional exhibit - description of annual report charts
Filed as an exhibit.
SIGNATURES
This report has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and the financial statements referenced have been prepared in accordance with such rules and regulations and with generally accepted accounting principles, by officers and members of Woodward Governor Company. This has been done under the general supervision of Stephen P. Carter, executive vice president, chief financial officer and treasurer. The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, as indicated in their report in the annual report to shareholders for the fiscal year ended September 30, 2004.
This report contains much detailed information of which the various signatories cannot and do not have independent personal knowledge. The signatories believe, however, that the preparation and review processes summarized above are such as to afford reasonable assurance of compliance with applicable requirements.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WOODWARD GOVERNOR COMPANY
/s/ JOHN A. HALBROOK
John A. Halbrook
Director, Chairman of the Board and
Chief Executive Officer
Date: December 7, 2004
/s/ STEPHEN P. CARTER
Stephen P. Carter
Executive Vice President, Chief Financial
Officer and Treasurer
Date December 8, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Woodward Governor Company
Our audits of the consolidated financial statements referred to in our report dated November 1, 2004 appearing in the 2004 Annual Report to Shareholders of Woodward Governor Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the other financial statement schedule listed in Item 15(a)(1) and (a)(2) of this Form 10-K. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Chicago, Illinois
November 1, 2004
S-1
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended September 30, 2004, 2003, and 2002
(In thousands of dollars)
Note:
(A)
Represents accounts written off during the year and also overseas currency translation adjustments that increased the reserve by $45 in 2004, $186 in 2003 and $53 in 2002.
(B)
Includes recoveries of previous write-offs and certain reclassifications.
S-2