-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9feYoh0ZdczG1r+BGfpiyqXmynit+mmv8bB8FORTL10ub0om/D6Yr4RZOxbLmkW TicFUt2yVgJNesnZF95Bgw== 0001299933-07-006575.txt : 20071109 0001299933-07-006575.hdr.sgml : 20071109 20071109164203 ACCESSION NUMBER: 0001299933-07-006575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070926 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODWARD GOVERNOR CO CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 071232310 BUSINESS ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: P O BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 BUSINESS PHONE: 8158777441 MAIL ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: PO BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 8-K 1 htm_23778.htm LIVE FILING Woodward Governor Company (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   September 26, 2007

Woodward Governor Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 0-8408 36-1984010
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1000 E. Drake Road, Fort Collins, Colorado   80525
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   970-482-5811

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

Item 8.01 Other Events

Woodward Governor Company ("Woodward" or "the Company") will change the segments used in its financial reporting to reflect a new operating structure. Beginning with the fourth quarter report for fiscal 2007, which ended September 30, 2007, the Company’s financial reporting will reflect the new segment structure, which is as follows:

Turbine Systems will combine the former Aircraft Engine Systems business segment with the industrial gas turbine business previously included in the Industrial Controls business segment. The markets for these businesses are comprised of similar customers and technologies.

Engine Systems, formerly part of the Industrial Controls business segment, will focus on the reciprocating engine market and its network of original equipment manufacturers, dealers, affiliated packagers and distribution. Steam turbine operations will be included in this business segment to leverage activity at Woodward’s global sites and distribution network.

Electrical Power Systems, also formerly included in the Industrial Controls business segment, will focus on electrical power generation, distribution, conversion (predominately wind power) and quality using digital controls and inverter technologies.

Woodward is including in this Current Report on Form 8-K, the following annual information for the years ended September 30, 2006 and 2005, and the quarterly information for the quarters ended December 31, 2006, March 31, 2007, and June 30, 2007 to reflect these business segment realignments:
* Total segment net sales
* Intersegment sales
* External net sales
* Segment earnings
* Earnings reconciliation

This supplemental unaudited information is being provided to show restated historical results for the realigned segments. The Company did not operate under the realigned segments structure for any portion of these prior periods and will begin to report comparative results under the new structure with the filing of its Annual Report on Form 10-K for the year ended September 30, 2007.

The Company is providing this unaudited financial information for informational purposes only to provide investors with a comparative framework from which to analyze the Company's 2005, 2006, and 2007 performance after giving effect to the business segment realignments. These changes do not affect the Company's Consolidated Statements of Earnings, Consolidated Balance Sheets, Consolidated Statements of Shareholders' Equity, or Consolidated Statements of Cash Flows.





Item 9.01 Financial Statements and Exhibits.

99.1 Financial Reporting Segments Press Release
99.2 Supplemental Business Segments Information






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Woodward Governor Company
          
November 9, 2007   By:   A. Christopher Fawzy
       
        Name: A. Christopher Fawzy
        Title: Vice President, General Counsel and Corporate Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Financial Reporting Segments Press Release
99.2
  Supplemental Business Segments Information
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

News Release

Woodward Governor Company
1000 East Drake Road
Fort Collins, Colorado 80525, USA
Tel: 970-482-5811
Fax: 970-498-3058

FOR IMMEDIATE RELEASE

     
CONTACT:
  Rose Briani-Burden
Business Communications

815-639-6282

Woodward Announces Changes to Financial Reporting Segments

Fort Collins, Colo., November 9, 2007—Woodward Governor Company (Nasdaq: WGOV) today announced that it will change the segments used in its financial reporting to reflect a new operating structure. Beginning with the fourth quarter report for fiscal 2007, which ended September 30, 2007, the company’s financial reporting will reflect the new segment structure.

Woodward will report under the following business segments: Turbine Systems, Engine Systems, and Electrical Power Systems.

“This new business structure more directly aligns our operating segments with our markets and customers,” explained Tom Gendron, Woodward President and Chief Executive Officer. “We believe our new segment structure will establish more direct lines of reporting responsibilities, speed decision making and enhance our ability to pursue strategic growth opportunities.”

Turbine Systems will combine the former Aircraft Engine Systems business segment with the industrial gas turbine business previously included in the Industrial Controls segment. The markets for these businesses are comprised of similar customers and technologies. Marty Glass, Group Vice President, Turbine Systems, will be responsible for this segment. Mr. Glass has been with Woodward since 1975. The business is headquartered in Rockford, Illinois.

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1

Engine Systems, formerly part of the Industrial Controls business segment, will focus on the reciprocating engine market and its network of original equipment manufacturers, dealers, affiliated packagers and distribution. Steam turbine operations will be included in this business segment to leverage activity at Woodward’s global sites and distribution network. Dennis Benning, Group Vice President, Engine Systems, will be responsible for this segment. Mr. Benning has been with Woodward since 1984. Engine Systems is headquartered in Fort Collins, Colorado.

Electrical Power Systems, also formerly included in the Industrial Controls business segment, will focus on electrical power generation, distribution, conversion (predominately wind power) and quality using digital controls and inverter technologies. Gerhard Lauffer, Group Vice President, Electrical Power Systems, will be responsible for this segment. Mr. Lauffer has been with Woodward since 2002. Electrical Power Systems is located in Stuttgart, Germany.

“The strength of our management team is a tremendous Woodward asset,” concluded Mr. Gendron. “Our new business segments are led by individuals with exceptional leadership skills who intuitively understand their customers and their businesses.”

The changed segment reporting is in accordance with Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information. Woodward will also make other minor modifications to further enhance financial reporting transparency, with the inclusion of certain costs, primarily information technology costs, previously reported as non-segment now being included in the operating business segments.

Financial Information

Restated financial segment information for fiscal years 2005 and 2006 and the first three quarters of fiscal 2007, reported under the revised segment reporting structure, will be available in our Current Report on Form 8-K filed with the SEC. This Form 8-K will also be available on Woodward’s website at www.woodward.com.

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About Woodward

Woodward is the largest independent designer, manufacturer, and service provider of energy control and optimization solutions for aircraft engines, industrial engines and turbines, and electrical power equipment. The company’s innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable, and cost-effective equipment. Woodward is headquartered in Fort Collins, Colorado USA and serves global markets in aerospace, power and process industries, and transportation. Visit our website at www.woodward.com.

The statements in this release concerning the company’s future sales, earnings, business performance, prospects, the enhancement of direct lines of reporting responsibilities, decision making speed, financial reporting transparency and the company’s ability to pursue strategic growth opportunities, and the economy in general reflect current expectations and are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from projections or any other forward-looking statement and we have no obligation to update our forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward’s Annual Report on Form 10-K and Form 10-Q for the quarters ended December 31, 2006 and March 31 and June 30, 2007.

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3 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

Woodward Governor Company
Supplemental Business Segment Information — Reported Segment Results
(Unaudited)
(In thousands of dollars)

                                         
    Year Ended September 30,   Three Months Ended
    2005   2006   December 31, 2006   March 31, 2007   June 30, 2007
Total segment net sales:
                                       
Turbine Systems
  $ 434,030   $ 458,923   $ 117,005   $ 130,772   $ 132,297
Engine Systems
  430,892   430,448   102,921   110,024   117,565
Electrical Power Systems
  69,748   76,186   32,302   45,223   49,240
Total
  $ 934,670   $ 965,557   $ 252,228   $ 286,019   $ 299,102
 
                                       
Intersegment sales:
                                       
Turbine Systems
  $ 19,563   $ 20,197   $ 4,681   $ 5,344   $ 5,422
Engine Systems
  38,813   39,829   9,109   10,275   10,498
Electrical Power Systems
  48,568   51,016   12,190   14,102   14,157
Total
  $ 106,944   $ 111,042   $ 25,980   $ 29,721   $ 30,077
 
                                       
External net sales:
                                       
Turbine Systems
  $ 414,467   $ 438,726   $ 112,324   $ 125,428   $ 126,875
Engine Systems
  392,079   390,619   93,812   99,749   107,067
Electrical Power Systems
  21,180   25,170   20,112   31,121   35,083
Total
  $ 827,726   $ 854,515   $ 226,248   $ 256,298   $ 269,025
 
                                       
Segment earnings:
                                       
Turbine Systems
  $ 63,037   $ 67,584   $ 19,294   $ 23,830   $ 23,193
Engine Systems
  23,690   40,829   12,577   11,785   15,398
Electrical Power Systems
  1,921   4,475   3,593   6,409   5,200
Total
  $ 88,648   $ 112,888   $ 35,464   $ 42,024   $ 43,791
 
                                       
Earnings Reconciliation:
                                       
Total segment earnings
  $ 88,648   $ 112,888   $ 35,464   $ 42,024   $ 43,791
Nonsegment expenses
  (13,710 )   (26,052 )   (8,243 )   (9,918 )   (5,998 )
Curtailment gain
  7,825        
Interest expense and income, net
  (3,655 )   (2,339 )   (569 )   (696 )   (653 )
Consolidated earnings before income taxes
  $ 79,108   $ 84,497   $ 26,652   $ 31,410   $ 37,140
 
                                       

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