UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
{ X }Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended September 30, 1994 or
{ } Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _____________ to ___________
Commission file number 0-8408
WOODWARD GOVERNOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1984010
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5001 North Second Street, Rockford, Illinois 61125-7001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (815) 877-7441
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $.0625 per share
(Title of Class)
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. {X}
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.
Yes X No
As of November 30, 1994, 2,924,218 shares of common stock with a par value
of $.0625 per share were outstanding. The aggregate market value on this
date of the voting stock held by non-affiliates of the registrant was
approximately $140,740,460 (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 the registrant's annual report for the fiscal year ended
September 30, 1994, a copy of which is attached hereto, are incorporated by
reference into Parts I, II and IV hereof, to the extent indicated herein.
Portions of the registrant's proxy statement dated December 1, 1994, are
incorporated by reference into Part III hereof, to the extent indicated
herein.
Part I
Item 1. Business
(a)General Description of Business
Woodward Governor Company, established in 1870, serves the
prime mover control and accessory markets. The company
designs and manufactures controls and accessory products for
prime movers such as diesel engines, steam turbines,
industrial and aircraft gas turbines, hydraulic turbines and
for prime-mover-driven devices, such as aircraft propellers.
Woodward products range from hydromechanical devices to
advanced digital electronic control systems. These products
precisely control the speed and/or other functions of a prime
mover under demanding conditions.
Woodward sells directly to original equipment manufacturers,
service providers and equipment users world wide.
There have been no material changes in the mode of conducting
the business during the last five years.
(b)Industry Segments
Information with respect to business segments is set forth in
Note M to the consolidated financial statements on Page 25 of
the registrant's annual report for the fiscal year ended
September 30, 1994 and is hereby incorporated by reference.
(c)(1) Narrative Description of Business
(i) Information with respect to business segments is set forth
in Note M to the consolidated financial statements on Page
25 of the registrant's annual report for the fiscal year
ended September 30, 1994 and is hereby incorporated by
reference.
(ii) There has been no public information regarding a new
product or line of business requiring the investment of a
material amount of total assets.
(iii) Most of the Company's products are machined from cast iron,
cast aluminum and bar steel. In addition to the machined
parts, there is an increasing number of purchased
electrical components used. There are numerous sources of
most of the raw materials and components used by the
Company in its operations, and they are believed to be in
adequate supply.
(iv) The Company has pursued a policy of applying for patents in
both the United States and certain other countries on
inventions made in the course of its development work. The
Company regards its patents collectively as important, but
does not consider its business dependent upon any one of
such patents.
Item 1. Business (Con't)
(v) The Company's business is not subject to significant
seasonal variation.
(vi) The Company maintains inventory levels sufficient to meet
customer demands. The Company's working capital
requirements are not materially affected by return policies
or extended credit terms provided to customers.
(vii) One customer, General Electric Company, accounted for
approximately 17% of consolidated sales during the fiscal
year ended September 30, 1994. Nine other customers in
total accounted for approximately 20% of consolidated sales
in the fiscal year ended September 30, 1994. Sales to
these customers involve several autonomous divisions and
agencies. Products are supplied on the basis of individual
purchase orders and contracts. There are no other material
relationships between the Company and such customers.
(viii) Unfilled orders at September 30, 1994 totalled $155,006,000
or 1% lower than the September 30, 1993 total of
$156,075,000. Management believes that unfilled orders is
not necessarily an indicator of future shipment levels. As
customers demand shorter lead times and flexibility in
delivery schedules, they have also revised their purchasing
practices. As a result, orders may become firm only within
thirty to sixty days of delivery. Consequently, the
backlog of unfilled orders at the year-end cannot be relied
upon as a valid indication of profitability in a subsequent
year. Of the September 30, 1994 total, $130,495,000
currently is scheduled for fiscal year 1995 delivery.
(ix) The Company does business with various U.S. government
agencies, principally in the defense area, as both a prime
contractor and a subcontractor. Substantially all
contracts are firm fixed price and may require cost data to
be submitted in connection with contract negotiations. The
contracts are subject to government audit and review. It
is anticipated that adjustments, if any, with respect to
determination of reimbursable costs, will not have a
material effect on the Company's financial condition.
Substantially all of the Company's business, including both
commercial and government contracts, is subject to
cancellation by the customer. The military portion of all
shipments has dropped from 11 percent of total company
shipments last year to approximately 10 percent this year.
Military shipments are principally made by the Company's
Aircraft Controls business.
Item 1. Business (Con't)
(x) The Company competes with several other manufacturers,
including divisions of large diversified and integrated
manufacturers. The Company also competes with other
divisions of its major customers. Although competition has
increased worldwide, the Company believes it maintains a
significant competitive position within its line of
business. The Company has 30-40 main competitors in all
product applications. However, published information
pertinent to the Company's product line is not available in
sufficient detail to permit an accurate assessment of its
current relative competitive position. The principal
methods of competition in the industry are price, product
quality and customer service. In the opinion of
management, the Company's prices are generally competitive
and its product quality and customer service are favorable
competitive factors.
(xi) Information with respect to research and development is set
forth in Note A to the consolidated financial statements on
Page 20 of the registrant's annual report for the fiscal
year ended September 30, 1994 and is hereby incorporated by
reference. The Company's products, whether proposed by the
Company or requested by a customer, are offered for sale as
proprietary designs and products of the Company.
Consequently, all activities associated with basic
research, the development of new products and the
refinement of existing products are Company-sponsored.
(xii) Compliance with provisions regulating the discharge of
materials into the environment has caused and will continue
to require capital expenditures. The Company is involved in
certain environmental matters, in several of which it has
been designated a "de minimis potentially responsible
party" with respect to the cost of investigation and
cleanup of third-party sites. The Company's current
accrual for these matters is based on costs incurred to
date that have been allocated to the Company and its
estimate of the most likely future investigation and
cleanup costs. There is, as in the case of most
environmental litigation, the theoretical possibility of
joint and several liability being imposed upon the Company
for damages which may be awarded.
It is the opinion of management, after consultation with
legal counsel, that additional liabilities, if any,
resulting from these matters are not expected to have a
material adverse effect on the financial condition of the
Company, although such matters could have a material effect
on quarterly or annual operating results when (or if)
resolved in a future period.
(xiii) Information with respect to the number of persons employed
by the Company is set forth in the "Summary of
Operations/Ten Year Record" on Page 27 of the registrant's
annual report for the fiscal year ended September 30, 1994
and is hereby incorporated by reference. As of November
30, 1994, 3411 members were employed by the Company.
Item 1. Business (Con't)
(d) Company Operations
Information with respect to operations in the United States
and other countries is set forth in Note M to the consolidated
financial statements on Page 25 of the registrant's annual
report for the fiscal year ended September 30, 1994 and is
hereby incorporated by reference. Management is of the
opinion there are no unusual risks attendant to the conduct of
its operations in other countries.
Item 2. Description of Property
The registrant has plants located in seven communities in the
United States. Aircraft controls are manufactured in Rockford,
Illinois, and Buffalo, New York while industrial controls are
manufactured in Fort Collins and Loveland, Colorado. Hydraulic
turbine controls, as well as parts for aircraft controls, are
manufactured in Stevens Point, Wisconsin. Test equipment is
manufactured in Avon, Connecticut. The overhaul and repair of
aircraft controls and sales of aircraft controls spare parts are
done in the Rockton, Illinois facility. The registrant has nine
facilities located overseas. Industrial controls are
manufactured in Hoofddorp, The Netherlands; Reading, England;
Aken, Germany; and Tomisato, Chiba, Japan. Aircraft controls are
assembled in Reading as well. A European aircraft product
service center for overhaul and repair of aircraft controls is
located in Hoofddorp, The Netherlands. Service shops are
maintained in Sydney, Australia; Kobe, Japan; Campinas, Sao
Paulo, Brazil; Singapore, Republic of Singapore; and Ballabgarh,
India.
Information with respect to a board approved restructuring
initiative is set forth in Note C to the consolidated financial
statements on page 20 of the registrant's annual report for the
fiscal year ended September 30, 1994 and is hereby incorporated
by reference. The restructuring includes closing the Stevens
Point facility and the divestiture of Bauer Aerospace,
manufacturer of the test equipment product line, located in Avon,
Connecticut.
All other facilities were in excellent condition at the year-end
and adequate production capacity is available to satisfy the
Company's customers' needs throughout the coming year.
Corporate offices are maintained at the plant in Rockford,
Illinois. Plants located in Rockford, Rockton, Stevens Point,
Fort Collins, Loveland, Buffalo, The Netherlands, and Chiba,
Japan are owned by the Company. The facilities in Avon,
Connecticut; Kobe, Japan; Campinas, Sao Paulo, Brazil; Reading,
England; Sydney, Australia; Ballabgarh, India, Aken Germany, and
Singapore, Republic of Singapore are leased. Additional leased
sales offices are maintained worldwide.
Item 3. Legal Proceedings
The Company is currently involved in matters of litigation
arising from the normal course of business, including certain
environmental and product liability matters, as well as a claim
regarding pricing provisions in an alleged agreement with a major
customer. On December 11, 1994, settlement was reached with this
major customer on this claim. For a further discussion of these
issues refer to Note K to the consolidated financial statements
on page 24 of the registrant's annual report for the fiscal year
ended September 30, 1994 which is hereby incorporated by
reference.
Item 4. Submission of Matters to a Vote of Shareholders
There were no matters submitted during the fourth quarter of the
year ended September 30, 1994 to a vote of shareholders, through
the solicitation of proxies or otherwise.
Executive Officers of the Registrant
John A. Halbrook, age 49, is President and Chief Executive Officer. He was
elected Chief Executive Officer on November 16, 1993 in addition to his
position as President which he was elected to in November 1991. He also
served as Chief Operating Officer from November 1991 until November 16,
1993. He had formerly been Senior Vice President in charge of Domestic
Operations since January 1990. He was elected a Vice President in January
1989 and appointed Vice President in charge of Domestic Operations in July
1989.
Vern H. Cassens, age 62, is Senior Vice President and Treasurer and Chief
Financial Officer and was elected to this position during 1988. Prior to
this appointment he had been a Vice President since 1983 and Treasurer of
the Company from 1968 to 1983.
Ronald E. Fulkrod, age 50, is a Vice President of the Company and Corporate
Facilities Manager and Facilities Planner. He was elected to the Vice
President position in January 1993. He has been employed by the Company in
management positions for the last five years.
Peter A. Gomm, age 63, is a Vice President of the Company and
Asia/Pacific/Brazil General Manager. He was elected a Vice President in
1983 and was General Manager of the International Industrial Controls
Division from January 1988 to January 1992.
Duane L. Miller, age 46, is a Vice President of the Company and General
Manager of Industrial Controls. He was elected to the position of Vice
President in January 1993 and has been employed by the Company in
management positions for the last five years.
C. Phillip Turner, age 54, is a Vice President of the Company and Manager
of Aircraft Controls. He was elected Vice President in 1988. He was
Treasurer of the Company from 1983 to 1988, and Secretary of the Company
from 1977 to 1991.
Garin M. VanDeMark, age 60, is a Vice President of the Company and was
elected to this position in 1986.
Carol J. Manning, age 45, is Secretary of the Company. She was elected to
this position in June 1991. She has been employed as Administrative
Assistant to the Chairman of the Board for the last five years.
All of the executive officers were elected to their present positions at
the January 12, 1994 Board of Directors' meeting to serve until the
organizational meeting of the Board of Directors to be held on January 11,
1995 and until their respective successors shall have been elected and
qualified.
Calvin C. Covert passed away on December 1, 1994. He had served as
Chairman of the Board of Directors since 1976. He had held the position of
Chief Executive Officer from 1976 until his retirement on November 16,
1993.
Part II
Item 5. Market for the Registrant's Common Stock
and Related Shareholder Matters
Information with respect to number of shareholders is set forth
in "Financial Highlights" which appears on Page 1 in the
registrant's annual report for the fiscal year ended September
30, 1994 and is hereby incorporated by reference. Information
with respect to common stock and dividends is set forth in the
"Financial Summary and Analysis" on Page 14 of the registrant's
annual report for the fiscal year ended September 30, 1994 and is
hereby incorporated by reference.
Item 6. Selected Financial Data
Information with respect to this matter is set forth in the
"Summary of Operations/Ten Year Record" on Page 27 of the
registrant's annual report for the fiscal year ended September
30, 1994 and is hereby incorporated by reference.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and
Results of Operations is set forth in the "Financial Summary and
Analysis" on Pages 11 through 14 of the registrant's annual
report for the fiscal year ended September 30, 1994 and is hereby
incorporated by reference.
Item 8. Financial Statements and Supplementary Data
Information with respect to this matter is set forth in the
registrant's annual report for the fiscal year ended September
30, 1994 (Financial Statements), as further set forth in the
Index to Consolidated Financial Statements and Schedules (See
Item 14) and is hereby incorporated by reference.
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure
The accounting firm of Coopers & Lybrand L.L.P. has been engaged
since 1940. There have been no disagreements on any matter of
accounting principles or practices or financial statement
disclosure.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to directors and executive officers,
except for the information with respect to executive officers
which appears in Part I of this report, is set forth under the
caption "Election of Directors" on Pages 7 and 8 of the
registrant's proxy statement dated December 1, 1994, which was
filed with the Securities and Exchange Commission within 120 days
following the end of the registrant's fiscal year ended September
30, 1994, and is made a part hereof.
Item 11. Executive Compensation
Information with respect to executive compensation is set forth
under the caption "Executive Compensation" on Pages 9 through 12
of the registrant's proxy statement dated December 1, 1994,
which is made a part hereof.
Item 12. Security Ownership of Certain
Beneficial Owners and Management
Information with respect to security ownership of certain
beneficial owners and management is set forth under the captions
"Security Ownership of Principal Holders and Executive Officers"
on Page 6 and "Election of Directors" on Pages 7 and 8 of the
registrant's proxy statement dated December 1, 1994, which is
made a part hereof.
Item 13. Certain Relationships and Related Transactions
Information with respect to certain relationships and related
transactions is set forth under the caption "Executive
Compensation" on Page 10 of the registrant's proxy statement
dated December 1, 1994, which is made a part hereof.
Part IV
Item 14.
Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
(a) Index to Consolidated Financial Statements and Schedules
Reference
Form 10-K Annual Report
Annual Report to Shareholders
Data incorporated by reference to the
registrant's annual report to shareholders
for the fiscal year ended September 30, 1994:
Statements of Consolidated Earnings (Loss)
for the years ended September 30, 1994,
1993 and 1992 - 16
Consolidated Balance Sheets
at September 30, 1994 and 1993 - 17
Statements of Consolidated Shareholders'
Equity for the years ended September 30,
1994, 1993 and 1992 18
Statements of Consolidated
Cash Flows for the years ended
September 30, 1994, 1993 and 1992 - 19
Notes to Consolidated Financial Statements- 20-25
Report of Independent Accountants - 26
Financial Statement Schedules:
Report of Independent Accountants S-1 -
II. Amounts Receivable from Related
Parties and Underwriters, Promoters,
and Employees Other Than Related
Parties S-2 -
V. Property, Plant and Equipment S-3 -
VI. Accumulated Depreciation, Depletion,
and Amortization of Property, Plant
and Equipment S-4 -
VIII. Valuation and Qualifying Accounts S-5 -
IX. Short-Term Borrowings S-6 -
X. Supplementary Income Statement
Information S-7 -
Item 14 (Con't)
Exhibits, Financial Statement
Schedules, and Reports on Form 8-K (continued)
Financial statements and schedules other than those listed on the
preceding page 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 therein.
(b)There were no reports filed on form 8-K during the fourth quarter of
the fiscal year ended September 30, 1994.
(c)The following exhibits are filed as part of this report:
(3) Articles of incorporation Articles of incorporation are
and by-laws set forth in the exhibits
filed with Form 10-K for the
fiscal year ended September
30, 1977 and are hereby
incorporated by reference.
Two amendments to the
Articles of
incorporation effective
January 14, 1981 are set
forth in the exhibits filed
with 10-K for the fiscal year
ended September 30, 1981 and
are hereby incorporated by
reference.
Two amendments to the
Articles of incorporation
effective January 11, 1984
are set forth in exhibits
filed with Form 10-K for the
fiscal year ended September
30, 1984 and are hereby
incorporated by reference.
One amendment to the Articles
of incorporation effective
January 13, 1988 is set forth
in exhibits filed with Form
10-K for the fiscal year
ended September 30, 1988 and
is hereby incorporated by
reference.
By-laws as amended through
September 30, 1992 together
with three amendments to the
By-laws effective November
16, 1993 are set forth in
exhibits filed with Form 10-K
for the fiscal year ended
September 30, 1993 and are
hereby incorporated by
reference.
Item 14 (Con't)
Exhibits, Financial Statement
Schedules, and Reports on Form 8-K (continued)
(3) Articles of incorporation One amendment to the By-laws,
and by-laws (continued) effective June 22, 1994 is
filed herewith.
(4) Instruments defining the rights of Instruments with respect to
security holders, including long-term debt and the ESOP
indentures debt guarantee are not being
filed as they do not
individually exceed 10
percent of the registrant's
assets. The registrant
agrees to furnish a copy of
each such instrument to the
Commission upon request.
(13) Annual report to shareholders for Except to the extent
the fiscal year ended specifically incorporated
September 30, 1994 herein by reference, said
report is furnished solely
for the information of the
Commission and is not deemed
"filed" as part of this
report.
(21) Subsidiaries of the registrant Information with respect to
subsidiary operations is
filed as an exhibit hereto.
SIGNATURES
This report has been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and the financial statements
referenced herein have been prepared in accordance with such rules and
regulations and with generally accepted accounting principles, by officers
and worker members of Woodward Governor Company. This has been done under
the general supervision of Vern H. Cassens, Senior Vice President and
Treasurer and Chief Financial Officer. The consolidated financial
statements have been audited by Coopers & Lybrand L.L.P., independent
accountants, as indicated in their report in the annual report to
shareholders for the fiscal year ended September 30, 1994.
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
(Registrant)
Name
/s/ John A. Halbrook Director, President and
Chief John A. Halbrook Executive Officer
/s/ Vern H. Cassens Director, Senior Vice
Vern H. Cassens President and Treasurer
and Chief Financial and
Accounting Officer
Date 94-12-20
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 date indicated:
Signature Title Date
/s/ J. Grant Beadle Director
J. Grant Beadle
/s/ Carl J. Dargene Director December 21, 1994
Carl J. Dargene
/s/ Lawrence E. Gloyd Director December 20, 1994
Lawrence E. Gloyd
/s/ Thomas W. Heenan Director December 22, 1994
Thomas W. Heenan
/s/ J. Peter Jeffery Director _________________
J. Peter Jeffrey
/s/ Mark Leum Director December 20, 1994
Mark Leum
/s/ Michael T. Yonker Director December 22, 1994
Michael T. Yonker
REPORT OF INDEPENDENT ACCOUNTANTS
Shareholder and Worker Members
Woodward Governor Company
Our report on the consolidated financial statements of Woodward Governor
Company and Subsidiaries has been incorporated by reference in this Form
10-K from Page 26 of the 1994 Annual Report to Shareholders and Worker
Members of Woodward Governor Company and Subsidiaries. In connection with
our audits of such financial statements, we have also audited the related
financial statement schedules listed in the index on Page 8
of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Rockford, Illinois
November 11, 1994
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES
OTHER THAN RELATED PARTIES
(In thousands of dollars)
------------------------------------------------
Col. A Col. B Col. C Col. D Col. E
--------------- ---------- --------- ----------------- ---------------
Balance at
Deductions End of Year
----------------- ---------------
Year
Ended Balance at Amounts
Septem Name of Beginning Amounts Written Not
ber 30 Debtor of Year Additions Collected Off Current Current
- - - - - ----- --------------- ---------- --------- --------- ------- ------- -------
1994: Roger Lusk (A) $31 $0 $8 $0 $8 $15
---------- --------- --------- ------- ------- -------
1993: Roger Lusk (A) $103 $0 $72 $0 $8 $23
---------- --------- --------- ------- ------- -------
1992: Roger Lusk (A) $118 $0 $15 $0 $78 $25
---------- --------- --------- ------- ------- -------
NOTE:
(A) The $118 is represented by a $64 unsecured 12% demand note issued in
conjunction with a relocation; a $39 second mortgage with no
interest, payable over a 5-year period in equal monthly installments
of $.6 and a $15 equity loan on property owned. The $15 equity loan on
property owned was paid during FY1992. The $64 unsecured 12% demand
note plus $8 in payments on the $39 second mortgage were paid in FY1993.
$8 in payments were made on the $39 second mortgage during FY1994.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
for the years ended September 30, 1994, 1993 and 1992
(In thousands of dollars)
Col. A Col. B Col. C Col. D Col. E Col. F
----------------------- ---------- --------- -------- --------- ---------
Other
Balance at Changes - Balance
Beginning Additions Retire- Add at End
CLASSIFICATION of Year at Cost ments (Deduct) of Year
----------------------- ---------- --------- -------- --------- ---------
1994:
Land $6,156 $22 $0 $470 $6,648
Buildings and improvements 140,780 437 24,511 3,797 120,503
Machinery and equipment 158,043 13,542 B 20,325 5,216 156,476
Construction in progress 3,792 2,514 0 (3,831) 2,475
---------- --------- -------- --------- ---------
$308,771 $16,515 $44,836 D $5,652 E$286,102
---------- --------- -------- --------- ---------
1993:
Land $5,760 $0 $0 $396 $6,156
Buildings and improvements 111,580 521 102 28,781 140,780
Machinery and equipment 141,967 13,745 B 6,295 8,626 158,043
Construction in progress 38,440 4,069 0 (38,717) 3,792
---------- --------- -------- --------- ---------
$297,747 $18,335 $6,397 ($914)C$308,771
---------- --------- -------- --------- ---------
1992:
Land $5,353 $0 $5 $412 $5,760
Buildings and improvements 106,810 341 2 4,431 111,580
Machinery and equipment 120,671 18,536 B 1,549 4,309 141,967
Construction in progress 8,585 33,807 A 0 (3,952) 38,440
---------- --------- -------- --------- ---------
$241,419 $52,684 $1,556 $5,200 C$297,747
---------- --------- -------- --------- ---------
NOTE:
A - The increase in construction in progress during the year ended
September 30, 1992 relates to cost incurred on the
construction of additional plant facilities.
B - The sustained increase in machinery and equipment is due to the
Company's commitment to upgrade and replace present machinery
and equipment.
C - Principally represents foreign currency translations and transfers from
construction-in-progress, mainly due to the construction of
additional plant facilities.
D - Retirements for the year ended September 30, 1994 include the writedown
of property, plant and equipment to their appraised and estimated net
realizable values due to a board-approved restructuring initiative.
Information with respect to the restructuring is set forth in Note C
to the consolidated financial statements on page 20 of the registrant's
annual report for the fiscal year ended September 30, 1994 which is
hereby incorporated by reference.
E - Other changes include the additions to property, plant and equipment
as a result of acquisitions. Also included in this category are
the effects of foreign currency translations.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
for the years ended September 30, 1994, 1993
(In thousands of dollars)
-----------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
----------- ---------- ------------ ----------- --------- ---------
Additions Other
Balance at Charged to changes - Balance
Beginning Costs and Add at End
DESCRIPTION of Year Expenses (B) Retirements (Deduct) of Year
----------- ---------- ------------ ----------- --------- ---------
1994:
Buildings and
improvements $60,951 $8,062 $11,782 $393 $57,624
Machinery and
equipment 103,804 18,052 17,431 1,142 105,567
---------- ------------ ----------- --------- ---------
$164,755 $26,114 $29,213 C $1,535 A$163,191
---------- ------------ ----------- --------- ---------
1993:
Buildings and
improvements $52,893 $7,806 $102 $354 $60,951
Machinery and
equipment 93,728 17,031 6,041 (914) 103,804
---------- ------------ ----------- --------- ---------
$146,621 $24,837 $6,143 ($560)A$164,755
---------- ------------ ----------- --------- ---------
1992:
Buildings and
improvements $44,654 $6,978 $2 $1,263 $52,893
Machinery and
equipment 78,348 15,263 1,318 1,435 93,728
---------- ------------ ----------- --------- ---------
$123,002 $22,241 $1,320 $2,698 A$146,621
---------- ------------ ----------- --------- ---------
NOTE:
A - Principally represents the effect of foreign currency translations
B - Disclosure of the methods and rates used in computing depreciation
is set forth in Note A to the consolidated financial statements on
page 20 of the registrant's annual report for the fiscal year ended
September 30, 1994 and is hereby incorporated by reference.
C - Retirements for the year ended September 30, 1994, include the
writedown of property, plant and equipment to their appraised
and estimated net relizable values due to a board-approved
restructuring initiative. Information with respect to the
restructuring is set forth in Note C to the consolidated
financial statements on page 20 of the registrant's annual
report for the fiscal year ended September 30, 1994 which is
hereby incorporated by reference.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE VIII- VALUATION AND QUALIFYING ACCOUNTS
for the years ended September 30, 1994, 1993 and 1992
(In thousands of dollars)
-----------------------------------
Col. A Col. B Col. C Col. D Col. E
----------- ---------- ----------------------- -------------- -------
Additions
-----------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
DESCRIPTION of Year Expenses Accounts (B) Deductions (A) of Year
----------- ---------- ---------- ------------ -------------- -------
1994:
Allowance for
Doubtful accounts $1,989 $977 $218 $163 $3,021
---------- ---------- ------------ -------------- -------
1993:
Allowance for
Doubtful accounts $2,316 $455 $127 $909 $1,989
---------- ---------- ------------ -------------- -------
1992:
Allowance for
Doubtful accounts $2,291 $793 $27 $795 $2,316
---------- ---------- ------------ -------------- -------
NOTE:
(A) Represents accounts written off during the year with overseas currency
translation adjustments increasing the deduction from reserves by $84
in 1993 and decreasing the deduction from reserves by $71 in 1994 and
$84 in 1992.
(B) Recovery of accounts previously written off.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended September 30, 1994, 1993 and 1992
(In thousands of dollars)
----------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
-------------------- -------- ----------- ---------- ----------- ------------
Maximum
Amount
Weighted Outstanding Average Weighted
Category of Average at any Amount Average
Aggregate Balance Interest Month-End Outstanding Int Rate
Short-term at End Rate at During During the During the
Borrowings (A) of Year End of Year the Year Year (B) Year (C)
-------------------- -------- ----------- ---------- ----------- ------------
1994:
Notes payable, banks $24,674 5.99% $24,674 $13,327 5.30%
-------- ----------- ---------- ------------ -----------
1993:
Notes payable, banks $18,123 5.14% $18,123 $13,999 6.00%
-------- ----------- ---------- ----------- ------------
1992:
Notes payable, banks $21,075 6.87% $38,581 $26,924 6.68%
-------- ----------- ---------- ----------- ------------
NOTE:
(A) Lines of credit are maintained at various banks for short-term
borrowings and the total lines of credit amounted to $48,679,
$44,959, and $52,498 at September 30, 1994, 1993, and 1992
respectively. These lines, generally reviewed annually for renewal,
are subject to mutually satisfactory terms and conditions. The
balance at end of year in Column B above included line of credit
usage of $24,674, $18,123 and $21,075 at September 30, 1994, 1993
and 1992, respectively.
(B) The average amount outstanding is based upon the daily borrowings
outstanding.
(C) The weighted average interest rate is determined based upon the
daily borrowings outstanding and the effect of an interest rate
swap agreement which the company has with a commercial institution.
Additional information regarding the swap agreement is set forth in
Note G to the consolidated financial statements on page 23 of the
registrant's annual report for the fiscal year ended September 30,
1994 which is hereby incorporated by reference.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended September 30, 1994, 1993 and 1992
(In thousands of dollars)
Col. A Col. B
------------------------ --------------------------------
Amount charged to
Item Costs and Expenses
------------------------ --------------------------------
1994 1993 1992
--------- --------- ----------
1. Maintenance and repairs $7,434 $6,843 $8,487
--------- --------- ----------
NOTE:
Items 2, 3, 4, and 5 are omitted as the amounts did not exceed one
percent of total sales and revenues as reported in the related
statements of consolidated earnings.
FY1992 has been restated to conform prior years' data to current
presentation.