UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
(Mark One)
For the transition period from to
Commission file number 0-8408
WOODWARD GOVERNOR COMPANY (Exact name of registrant specified in its charter)
Registrant's telephone number, including area code (815) 877-7441
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
There were 11,334,146 shares of common stock with a par value of $.00875 per share outstanding at November 19, 2002. The aggregate market value of the voting stock held by non-affiliates was approximately $365,289,894 at November 20, 2002 (such aggregate market value does not include voting stock beneficially owned by directors, officers, the Woodward Governor Company Profit Sharing Trust, or the Woodward Governor Company Charitable Trust).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our annual report to shareholders for the fiscal year ended September 30, 2002 (2002 Annual Report), are incorporated by reference into Parts I, II and IV of this filing, to the extent indicated.
Portions of our proxy statement dated December 6, 2002, are incorporated by reference into Part III of this filing, to the extent indicated.
TABLE OF CONTENTS
Part I
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 engines.
Information about our operations in 2002 and outlook for the future, including certain segment information, is included in "Management's Discussion and Analysis" on pages 18 through 27 of our 2002 Annual Report, incorporated here by reference. Additional segment information and certain geographical information is included in Note S to the Consolidated Financial Statements, on pages 42 through 43 of our 2002 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 2002, our largest customer was General Electric Company, accounting for about 35% 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.
During 2002, we acquired Leonard-Reglerbau Dr.-Ing. Adolf Leonhard GmbH and Nolff's Carburetion, Inc. to enhance our capabilities using technologies that can be leveraged to existing systems, power equipment, and market applications.
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 $74 million at October 31, 2002, approximately 94% of which we expect to fill by September 30, 2003. Last year, Industrial Controls'
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backlog orders were $96 million at October 31, 2001, approximately 95% of which we expected to fill by September 30, 2002. 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 2002, our largest customer was General Electric Company, accounting for about 26% 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 $136 million at October 31, 2002, approximately 81% of which we expect to fill by September 30, 2003. Last year, Aircraft Engine Systems' backlog orders were $177 million at October 31, 2001, approximately 77% of which we expected to fill by September 30, 2002. 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 $36.7 million for company-sponsored research and development activities in 2002, $30.4 million in 2001, and $29.1 million in 2000. These expenses were incurred by both Industrial Controls and Aircraft Engine Systems.
We are currently involved in matters of litigation arising from the normal course of business, including certain environmental matters. These matters are discussed in Note Q to the Consolidated Financial Statements on page 41 of our 2002 Annual Report, incorporated here by reference. We do not believe that compliance with provisions regulating the discharge of materials into the environment,
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or otherwise relating to the protection of the environment, will have any material effect on our financial condition and competitive position, although such matters could have a material effect on our quarterly or annual operating results and cash flows (including capital expenditures) in a future period. We are not aware of any material capital expenditures that we will make for environmental control facilities through September 30, 2003.
We employed about 3,329 people at October 31, 2002.
This report and the 2002 Annual Report, sections of which have been incorporated by reference, contain forward-looking statements and should be read with the "Cautionary Statement" on page 46 of the 2002 Annual Report, incorporated here by reference.
Item 2. Properties
Our principal plants are as follows:
United States
Fort Collins, Colorado—Industrial Controls manufacturingLoveland, Colorado—Industrial Controls manufacturing and partially leased to a third partyRockford, Illinois—Aircraft Engine Systems manufacturing and corporate officesRockton, Illinois—Aircraft Engine Systems manufacturing and repair and overhaulMemphis, Michigan (leased)—Industrial Controls manufacturingZeeland, Michigan—Aircraft Engine Systems manufacturingBuffalo, New York—Aircraft Engine Systems manufacturingGreenville, South Carolina (leased)—Industrial Controls manufacturing
Other Countries
Aken, Germany (leased)—Industrial Controls manufacturingStuttgart, Germany (leased)—Industrial Controls manufacturingTomisato, Chiba, Japan—Industrial Controls manufacturingHoofddorp, The Netherlands—Industrial Controls manufacturingCheltenham, England, United Kingdom—Industrial Controls manufacturingPrestwick, 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.
In addition to the principal plants listed above, we lease several facilities in locations worldwide, used primarily for sales and service activities.
Item 3. Legal Proceedings
We are currently involved in environmental litigation. These matters are discussed in Note Q to the Consolidated Financial Statements on page 41 of our 2002 Annual Report, incorporated here by reference.
Item 4. Submission of Matters to a Vote of Shareholders
There were no matters submitted to a vote of shareholders during the fourth quarter of the year ended September 30, 2002.
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Part II
Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters
Our common stock is listed on the Nasdaq National Market and at November 19, 2002, there were 1,538 holders of record. Cash dividends were declared quarterly during 2002 and 2001. 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 2002 and 2001 are included in the "Selected Quarterly Financial Data" on page 46 of the 2002 Annual Report, incorporated here by reference.
Item 6. Selected Financial Data
"Selected Financial Data" is included on pages 44 through 45 of our 2002 Annual Report, incorporated here by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Management's Discussion and Analysis" is included on pages 18 through 27 of our 2002 Annual Report, incorporated here by reference. This discussion should be read with the consolidated financial statements on pages 28 through 43 of our 2002 Annual Report and the "Cautionary Statement" on page 46 of our 2002 Annual Report, both incorporated here by reference.
Item 7.A. Quantitative and Qualitative Disclosures About Market Risk
Disclosures about market risk are included under the captions "Other Matters—Market Risks" on pages 26 through 27 of our 2002 Annual Report, incorporated here by reference.
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements and schedules, as listed in Item 15(a) and excluding the two items listed under the caption "Other Financial Statement Schedules", are incorporated here by reference.
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.
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Part III
Item 10. Directors and Executive Officers of the Registrant
Executive Officers:
John A. Halbrook, age 57—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 41—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; and marketing and product support manager of Aircraft Engine Systems November 1990 through January 1999.
Stephen P. Carter, age 51—vice president, chief financial officer and treasurer since January 1997; vice president and treasurer September 1996 through January 1997; and assistant treasurer January 1994 through September 1996.
Ronald E. Fulkrod, age 58—vice president of the company since June 2001, vice president of Industrial Controls April 2000 through May 2001; vice president of Industrial Controls' operations January 1997 through March 2000; and vice president of the company January 1993 through December 1996.
C. Phillip Turner, age 61—vice president and general manager of Aircraft Engine Systems since 1988.
Carol J. Manning, age 52—secretary since June 1991.
With the exception of Mr. Gendron all executive officers were elected to their current positions at the January 23, 2002, Board of Directors meeting to serve until the January 22, 2003, Board of Directors meeting, or until their successors have been elected. Mr. Gendron was elected to his current position at the September 25, 2002, Board of Directors meeting to serve until the January 22, 2003, Board of Directors meeting.
Other information regarding our directors and executive officers is under the captions "Board of Directors" on pages 7 through 9 and "Share Ownership of Management—Section 16(a) Beneficial Ownership Reporting Compliance" on page 11 of our proxy statement dated December 6, 2002, incorporated here by reference.
Item 11. Executive Compensation
Executive compensation is under the captions "Board Meetings and Committees—Director Compensation" on page 10, "Executive Compensation" on pages 14 through 15, "Stock Options" on page 16, and "Long-Term Management Incentive Compensation Plan Awards" on page 17 of our proxy statement dated December 6, 2002, incorporated here by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security ownership of certain beneficial owners and management and related stockholder matters is under the tables captioned "Share Ownership of Management" on page 11, "Persons Owning More than Five Percent of Woodward Stock" on page 12 and "Stock Options—Equity Compensation Plan Information" on page 16 of our proxy statement dated December 6, 2002, incorporated here by reference.
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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 10 of our proxy statement dated December 6, 2002, incorporated here by reference.
Item 14. 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 are 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 vice president, chief financial officer and treasurer, evaluated the effectiveness of our disclosure controls and procedures as of October 30, 2002. Based on their evaluation, they concluded that our disclosure controls and procedures were effective in achieving the objectives for which they were designed. Since their evaluation, there have been no significant changes in our internal controls or in other factors that could significantly affect these controls.
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Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 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 accountants listed in the above index, and the information referred to in Items 1, 3, 5, 6, 7, 7a, and 8, all of which is included in the 2002 Annual Report to Shareholders of Woodward Governor Company and incorporated by reference into this Form 10-K Annual Report, the 2002 Annual Report to Shareholders is not to be deemed "filed" as part of this report.
(b) Reports Filed on Form 8-K During the Fourth Quarter of the Fiscal Year Ended September 30, 2002. None
(c) Exhibits Filed as Part of This Report
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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, vice president, chief financial officer and treasurer. The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants, as indicated in their report in the annual report to shareholders for the fiscal year ended September 30, 2002.
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.
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.
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CERTIFICATIONS
I, John A. Halbrook, certify that:
Date: December 2, 2002
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I, Stephen P. Carter, certify that:
Date: November 27, 2002
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and ShareholdersWoodward Governor Company
Our audits of the consolidated financial statements referred to in our report dated October 31, 2002 appearing in the 2002 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 financial statement schedule listed in Item 15(a) 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 LLPChicago, IllinoisOctober 31, 2002
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WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS for the years ended September 30, 2002, 2001, and 2000 (In thousands of dollars)
NOTE:
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