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): | November 7, 2011 |
Woodward, Inc.
__________________________________________
(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 East Drake Road, Fort Collins, Colorado | 80525 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants 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
The information contained under item 8.01 is incorporated herein by reference.
Item 8.01 Other Events
Woodward, Inc. (Woodward or the Company) will change the segments used in its financial reporting to reflect a new operating structure using two reporting segments: Aerospace and Energy. This change will be reflected in the reported results for the fourth quarter and full year ended September 30, 2011.
Aerospace
Woodwards Aerospace segment is a leader in controls for aircraft propulsion systems, as well as
motion control and actuation systems for critical aerospace and defense platforms. The Aerospace
segment combines the aircraft propulsion portion of the former Turbine Systems segment with the
former Airframe Systems segment.
The Aerospace segment designs, produces and services high-performance fuel, air and combustion systems, cockpit controls, and flight and utility surface actuation systems. The Aerospace segments systems and components are on the worlds leading fixed wing and rotorcraft platforms in the commercial, business and military aerospace markets. In addition, the Aerospace segment produces critical motion control systems for weapons and ground defense systems.
Energy
Woodwards Energy segment focuses on setting the global standard for control systems used in:
| energy resource extraction, transportation and processing, |
| electricity generation, distribution, and storage, and |
| locomotives, ships, and alternative-fuel vehicles. |
Woodwards Energy segment combines the former Engine Systems and Electrical Power Systems segments with the industrial turbine portion of the former Turbine Systems segment.
The Energy segment designs, produces, and services high-performance fuel, air and combustion systems, motion control products, and electrical power conversion and management systems. The Energy segments systems and products control industrial gas and steam turbines, reciprocating engines, compressors, wind turbines, electrical power equipment, and other energy-related industrial equipment.
Attached as Exhibit 99.1 hereto is a press release that contains certain unaudited historical financial results for fiscal years 2009 and 2010, as well as quarterly data for fiscal 2010 and the first three quarters of fiscal 2011, which have been revised to reflect the new segment reporting structure. The segment changes do not impact the companys audited consolidated balance sheet, statement of income, or cash flows.
Item 9.01 Financial Statements and Exhibits
99.1 News Release of Woodward, Inc., dated November 7, 2011.
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, Inc. | ||||
November 7, 2011 | By: |
A. Christopher Fawzy
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Name: A. Christopher Fawzy | ||||
Title: Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
Exhibit Index
Exhibit No. | Description | |
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99.1
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News Release of Woodward, Inc., dated November 7, 2011 |
EXHIBIT 99.1
News Release
Woodward, Inc.
1000 East Drake Road
Fort Collins, Colorado 80525, USA
Tel: 970-482-5811
Fax: 970-498-3058
FOR IMMEDIATE RELEASE
CONTACT: | Robert F. Weber, Jr. Vice Chairman, Chief Financial Officer & Treasurer 970-498-3112 |
Woodward, Inc. Changes to Aerospace and Energy
Financial Reporting Segments
Fort Collins, Colo., November 7, 2011Woodward, Inc. (NASDAQ:WWD) today announced that the company will now report its financial results through two reporting segments: Aerospace and Energy. This change will be reflected in the reported results for the fourth quarter and full year ended September 30, 2011.
We have been expanding our focus on the broader control solution requirements of the aerospace and energy markets. This has led us to new and more integrated systems offerings and opportunities across our businesses for organic growth, explained Thomas A. Gendron, Chairman and Chief Executive Officer. We are modifying our external reporting segments to reflect this coordinated approach to these strategic markets.
Aerospace
Woodwards Aerospace segment is a leader in controls for aircraft propulsion systems, as well as
motion control and actuation systems for critical aerospace and defense platforms. The Aerospace
segment combines the aircraft propulsion portion of the former Turbine Systems segment with the
former Airframe Systems segment.
The Aerospace segment designs, produces and services high-performance fuel, air and combustion systems, cockpit controls, and flight and utility surface actuation systems. The Aerospace segments systems and components are on the worlds leading fixed wing and rotorcraft platforms in the commercial, business and military aerospace markets. In addition, the Aerospace segment produces critical motion control systems for weapons and ground defense systems.
-more-
Energy
Woodwards Energy segment focuses on setting the global standard for control systems used in:
| energy resource extraction, transportation and processing, |
| electricity generation, distribution, and storage, and |
| locomotives, ships, and alternative-fuel vehicles. |
Woodwards Energy segment combines the former Engine Systems and Electrical Power Systems segments with the industrial turbine portion of the former Turbine Systems segment.
The Energy segment designs, produces, and services high-performance fuel, air and combustion systems, motion control products, and electrical power conversion and management systems. The Energy segments systems and products control industrial gas and steam turbines, reciprocating engines, compressors, wind turbines, electrical power equipment, and other energy-related industrial equipment.
The company has included later in this press release certain unaudited historical financial results for fiscal years 2009 and 2010, as well as quarterly data for fiscal 2010 and the first three quarters of fiscal 2011, which have been revised to reflect the new segment reporting structure. The segment changes do not impact the companys audited consolidated balance sheet, statement of income, or cash flows.
About Woodward, Inc.
Woodward is an independent designer, manufacturer, and service provider of control solutions for the aerospace and energy markets. Our aerospace systems and components optimize the performance of fixed wing and rotorcraft platforms in the commercial, business and military aircraft, ground vehicles and other equipment. Our energy-related systems and components enhance the performance of industrial gas and steam turbines, reciprocating engines, compressors, wind turbines, electrical grids and other energy-related industrial equipment. The companys innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable and more efficient equipment. Our customers include leading original equipment manufacturers and end users of their products. Woodward is headquartered in Fort Collins, Colo., USA. Visit our website at www.woodward.com.
The statements in this release concerning the companys future sales, earnings, business performance, prospects, 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 Woodwards Annual Report and Form 10-K for the year ended September 30, 2010 and any subsequently filed Quarterly Report on Form 10-Q.
- end -
Woodward, Inc. and Subsidiaries | ||||||||||||||
Financial Results Revised for Segment Change | ||||||||||||||
Year Ending September 30, | ||||||||||||||
2009 | 2010 | |||||||||||||
External net sales:
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Aerospace
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$704,771 | $ | 769,379 | |||||||||||
Energy
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725,354 | 687,651 | ||||||||||||
Total
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$1,430,125 | $ | 1,457,030 | |||||||||||
Segment earnings:
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Aerospace
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$104,550 | $ | 112,171 | |||||||||||
Energy
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96,938 | 94,014 | ||||||||||||
Total
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$201,488 | $ | 206,185 | |||||||||||
Segment earnings as percentage of sales:
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Aerospace
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14.8 | % | 14.6 | % | ||||||||||
Energy
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13.4 | % | 13.7 | % | ||||||||||
Earnings Reconciliation:
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Total segment earnings
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$ | 201,488 | $ | 206,185 | ||||||||||
Nonsegment expenses
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(46,578 | ) | (22,434 | ) | ||||||||||
Interest expense and income, net
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(32,498 | ) | (28,876 | ) | ||||||||||
Consolidated earnings before income taxes
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$ | 122,412 | $ | 154,875 | ||||||||||
Segment Assets:
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Aerospace
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$ | 1,042,956 | $ | 994,868 | ||||||||||
Energy
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439,167 | 461,900 | ||||||||||||
Total segment assets
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1,482,123 | 1,456,768 | ||||||||||||
Unallocated corporate property, plant and equipment, net |
6,857 |
6,111 |
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Other unallocated assets
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207,442 | 200,354 | ||||||||||||
Consolidated total assets
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$ | 1,696,422 | $ | 1,663,233 | ||||||||||
Segment depreciation and amortization:
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Aerospace
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$ | 38,643 | $ | 50,611 | ||||||||||
Energy
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22,452 | 21,165 | ||||||||||||
Total segment depreciation and amortization |
61,095 |
71,776 |
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Unallocated corporate amounts
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2,853 | 3,840 | ||||||||||||
Consolidated depreciation and amortization |
$63,948 |
$75,616 |
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Segment capital expenditures:
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Aerospace
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$ | 11,612 | $ | 13,744 | ||||||||||
Energy
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15,158 | 11,578 | ||||||||||||
Total segment capital expenditures
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26,770 | 25,322 | ||||||||||||
Unallocated corporate amounts
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2,177 | 2,782 | ||||||||||||
Consolidated capital expenditures
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$ | 28,947 | $ | 28,104 | ||||||||||
Woodward, Inc. and Subsidiaries | ||||||||||||||||||||||||||
Financial Results Revised for Segment Change | ||||||||||||||||||||||||||
Three Months Ending | ||||||||||||||||||||||||||
December 31, 2009 | March 31, 2010 | June 30, 2010 | September 30, 2010 | |||||||||||||||||||||||
External net sales:
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Aerospace
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$ | 180,384 | $ | 185,196 | $ | 191,150 | $ | 212,649 | ||||||||||||||||||
Energy
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$ | 158,924 | $ | 164,156 | $ | 165,217 | $ | 199,354 | ||||||||||||||||||
Total
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$ | 339,308 | $ | 349,352 | $ | 356,367 | $ | 412,003 | ||||||||||||||||||
Segment earnings:
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Aerospace
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$ | 26,204 | $ | 26,678 | $ | 28,564 | $ | 30,725 | ||||||||||||||||||
Energy
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$ | 18,837 | $ | 21,659 | $ | 22,425 | $ | 31,093 | ||||||||||||||||||
Total
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$ | 45,041 | $ | 48,337 | $ | 50,989 | $ | 61,818 | ||||||||||||||||||
Segment earnings as percentage of sales:
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Aerospace
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14.5 | % | 14.4 | % | 14.9 | % | 14.4 | % | ||||||||||||||||||
Energy
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11.9 | % | 13.2 | % | 13.6 | % | 15.6 | % | ||||||||||||||||||
Earnings Reconciliation:
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Total segment earnings
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$ | 45,041 | $ | 48,337 | $ | 50,989 | $ | 61,818 | ||||||||||||||||||
Nonsegment expenses
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($5,410 | ) | ($5,315 | ) | ($6,085 | ) | ($5,624 | ) | ||||||||||||||||||
Interest expense and income, net
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($8,141 | ) | ($7,204 | ) | ($6,852 | ) | ($6,679 | ) | ||||||||||||||||||
Consolidated earnings before income taxes
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$ | 31,490 | $ | 35,818 | $ | 38,052 | $ | 49,515 | ||||||||||||||||||
Three Months Ending | ||||||||||||||||||||
December 31, 2010 | March 31, 2011 | June 30, 2011 | ||||||||||||||||||
External net sales: |
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Aerospace |
$ | 181,144 | $ | 204,945 | $ | 215,242 | ||||||||||||||
Energy |
183,931 | 213,921 | 223,225 | |||||||||||||||||
Total |
$ | 365,075 | $ | 418,866 | $ | 438,467 | ||||||||||||||
Segment earnings: |
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Aerospace |
$ | 19,914 | $ | 33,241 | $ | 35,402 | ||||||||||||||
Energy |
24,503 | 26,941 | 29,251 | |||||||||||||||||
Total |
$ | 44,417 | $ | 60,182 | $ | 64,653 | ||||||||||||||
Segment earnings as percentage of sales: |
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Aerospace |
11.0 | % | 16.2 | % | 16.4 | % | ||||||||||||||
Energy |
13.3 | % | 12.6 | % | 13.1 | % | ||||||||||||||
Earnings Reconciliation: |
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Total segment earnings |
$ | 44,417 | $ | 60,182 | $ | 64,653 | ||||||||||||||
Nonsegment expenses |
(6,564 | ) | (7,481 | ) | (7,554 | ) | ||||||||||||||
Interest expense and income, net |
(6,378 | ) | (6,214 | ) | (6,244 | ) | ||||||||||||||
Consolidated earnings before income taxes |
$ | 31,475 | $ | 46,487 | $ | 50,855 | ||||||||||||||