Document/Exhibit Description Pages Size
1: 10-K405 10-K405 Filing 15 71K
2: 10-K405 Annual Report -- [x] Reg. S-K Item 405 -- form10k PDF 66K
3: EX-3 By-Laws, Amended 18 62K
4: EX-3 Articles of Incorporation/Organization or By-Laws PDF 56K
-- exhibit3ii
5: EX-10.1 Long-Term Management Incentive Compensation Plan 7 27K
6: EX-10.1 Material Contract -- exhibit10c PDF 18K
7: EX-10.2 Annual Management Incentive Compensation Plan 10 33K
8: EX-10.2 Material Contract -- exhibit10d PDF 35K
9: EX-10.3 Executive Benefit Plan 24 98K
10: EX-10.3 Material Contract -- exhibit10e PDF 71K
11: EX-10.4 Form of Transitional Compensation Agreement 16 60K
12: EX-10.4 Material Contract -- exhibit10f PDF 55K
13: EX-10.5 Form of Outside Director Stock Purchase Agreement 5 21K
14: EX-10.5 Material Contract -- exhibit10g PDF 22K
15: EX-13 Annual Report 37 201K
16: EX-13 Annual or Quarterly Report to Security Holders -- PDF 142K
exhibit13
17: EX-21 Subsidiaries 2± 9K
18: EX-21 Subsidiaries of the Registrant -- exhibit21 PDF 5K
19: EX-23 Consents of Independent Accountants 1 9K
20: EX-23 Consent of Experts or Counsel -- exhibit23 PDF 4K
21: EX-27 Financial Data Schedule 1 11K
22: EX-99 Description of Graphs in Annual Report 1 9K
23: EX-99 Miscellaneous Exhibit -- exhibit99 PDF 4K
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
For the fiscal year ended SEPTEMBER 30, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____________________to___________________
Commission file number 0-8408
------
WOODWARD GOVERNOR COMPANY
(Exact name of registrant 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: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.00875 PER SHARE
(Title of Class)
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. [ X ] Yes [ ] 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. [ ]
There were 11,316,377 shares of common stock with a par value of $.00875 per
share outstanding at November 30, 2000. The aggregate market value of the voting
stock held by non-affiliates was approximately $326,679,695 at November 30,
2000(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, 2000 (2000 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, 2000, are incorporated by
reference into Part III of this filing, to the extent indicated.
TABLE OF CONTENTS
Page
Part I Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of
Shareholders 4
Part II Item 5. Market for the Registrant's Common
Stock and Related Shareholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk 5
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes in and Disagreements with Accountants
On Accounting and Financial Disclosure 5
Part III Item 10. Directors and Executive Officers of the
Registrant 5
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial
Owners and Management 6
Item 13. Certain Relationships and Related
Transactions 7
Part IV Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 7
Signatures 10
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 and turbines. Our products and services are used
in the aerospace, power generation, oil and gas processing, and
transportation markets, which includes rail, marine and many light
and heavy industrial applications.
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 original
equipment manufacturers (OEMs) of industrial engines and turbines.
Aircraft Engine Systems provides energy control systems and
components primarily to OEMs of aircraft engines.
Information about our operations in 2000 and outlook for the future,
including certain segment information, is included in "Management
Discussion and Analysis" on pages 14 through 21 of our 2000 Annual
Report, incorporated here by reference. Additional segment
information and certain geographical information is included in Note
R to the Consolidated Financial Statements, on pages 32 through 33
of our 2000 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 and turbines. We
also sell components as spares or replacements, and provide other
related services to these customers and other customers. In 2000,
our largest customer was General Electric Company, accounting for
about 25% of Industrial Controls sales. In the third quarter, 2000,
we signed a contract with General Electric Power Systems to supply
fuel and combustion control systems and components over the next
five years at an amount totalling approximately $500 million.
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 2000, we reorganized to combine all of our industrial
businesses under the management and reporting structure of
Industrial Controls. Our reorganization included the realignment of
businesses that manufactured and sold fuel injection nozzles for
industrial markets, control systems and related services for
industrial users in retrofit situations, and products for small
industrial engine markets. Previously these businesses were
organized under, and reported through, Aircraft Engine Systems or
other operations. We also sold certain assets related to our turbine
control retrofit business. We believe this sale has
1
strengthened our relationship as a supplier to key OEMs by allowing
us to focus on their unique needs.
We believe Industrial Controls has a significant competitive
position within the market for energy control systems and components
for industrial engines. 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 industry 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 $97 million at November 30,
2000, approximately 94% of which we expect to fill by September 30,
2001. Last year, Industrial Controls backlog orders were $104
million at November 30, 1999, approximately 85% of which we expected
to fill by September 30, 2000. 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 2000, our largest customer was General Electric
Company, accounting for about 25% 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,
2
quality and customer service. In our opinion, our prices are
generally competitive, and our quality and customer service are
favorable competitive factors.
In October 2000, General Electric Company announced that it is
acquiring Honeywell International Inc., subject to regulatory
approvals and the approval of Honeywell shareholders. We view a
division within Honeywell as a competitor to us for certain General
Electric business. However, if the acquisition were completed, we
expect no discernable short-term impact on sales or earnings and it
is still too early to determine what long-term impact there might
be, if any.
Aircraft Engine Systems backlog orders were $163 million at November
30, 2000, approximately 77% of which we expect to fill by September
30, 2001. Last year, Aircraft Engine Systems backlog orders were
$151 million at November 30, 1999, approximately 70% of which we
expected to fill by September 30, 2000. 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 $29.1 million for company-sponsored research
and development activities in 2000, $24.6 million in 1999, and $18.5
million in 1998.
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 P to the Consolidated Financial
Statements on page 32 of our 2000 Annual Report, incorporated here
by reference. We do not believe that compliance with 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 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, 2002.
We employed about 3,311 people at November 30, 2000.
This report and the 2000 Annual Report, sections of which have been
incorporated by reference, contain forward-looking statements and
should be read with the "Cautionary Statement" on page 35 of the
2000 Annual Report, incorporated here by reference.
3
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 Rockford, Illinois - Aircraft Engine Systems
manufacturing and corporate offices Rockton, Illinois - Aircraft
Engine Systems manufacturing and repair and overhaul Memphis,
Michigan (leased) - Industrial Controls manufacturing Zeeland,
Michigan - Aircraft Engine Systems manufacturing Buffalo, New York -
Aircraft Engine Systems manufacturing Greenville, South Carolina
(leased) - Industrial Controls manufacturing Oak Ridge, Tennessee
(leased) - Industrial Controls manufacturing.
OTHER COUNTRIES
Aken, Germany (leased) - Industrial Controls manufacturing Tomisato,
Chiba, Japan - Industrial Controls manufacturing Hoofddorp, The
Netherlands - Industrial Controls manufacturing Rotterdam, The
Netherlands (leased)- 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. However, approximately
one-third to one-half of the space in the Loveland plant is not
being used. With continuing advancements in manufacturing technology
and operational improvements, and with the excess capacity at our
Loveland plant, 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 P to the Consolidated Financial Statements on
page 32 of our 2000 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, 2000.
4
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 30, 2000, there were 1,694 holders of record. Cash
dividends were declared quarterly during 2000 and 1999. 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 2000 and 1999
are included in the "Selected Quarterly Financial Data" on page 35
of the 2000 Annual Report, incorporated here by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is included in the "Summary of
Operations/Eleven-Year Record" on page 36 of our 2000 Annual Report,
incorporated here by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management Discussion and Analysis" is included on pages 14 through
21 of our 2000 Annual Report, incorporated here by reference. This
discussion should be read with the consolidated financial statements
on pages 22-33 of our 2000 Annual Report and the "Cautionary
Statement" on page 35 of our 2000 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 page 21 of our 2000 Annual Report,
incorporated here by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements and schedules, as listed in Item
14(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.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS:
John A. Halbrook, age 55 - chairman and chief executive officer
since January 1995; chief executive officer and president November
1993 through January 1995; president November 1991 through November
1993.
5
Stephen P. Carter, age 49 - 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.
Thomas A. Gendron, age 39 - vice president of Industrial Controls
since April 2000; 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.
Ronald E. Fulkrod, age 56 - vice president of Industrial Controls
since April 2000; vice president of Industrial Controls operations
January 1997 through April 2000; and vice president of the company
January 1993 through December 1996.
C. Phillip Turner, age 59 - vice president and general manager of
Aircraft Engine Systems since 1988.
Carol J. Manning, age 50 - secretary since June 1991.
With the exception of Messrs. Gendron and Fulkrod, all executive
officers were elected to their current positions at the January 18,
2000, Board of Directors meeting to serve until the January 24,
2001, Board of Directors meeting, or until their successors have
been elected. Messrs. Gendron and Fulkrod were appointed executive
officers at the April 26, 2000, Board of Directors meeting to serve
until the January 24, 2001, Board of Directors meeting.
Other information regarding our directors and executive officers is
under the captions "Board of Directors" on pages 6 through 7 and
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 9
of our proxy statement dated December 6, 2000, incorporated here by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Executive compensation is under the captions "Board of Directors -
Director Compensation" on page 8, "Board of Directors - Compensation
Committee Interlocks and Insider Participation" on page 9,
"Executive Compensation" on pages 13 through 15, "Stock Options" on
pages 15 through 16, and "Long-Term Management Incentive
Compensation Plan Awards" on page 16 of our proxy statement dated
December 6, 2000, incorporated here by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security ownership of certain beneficial owners and management is
under the captions "Share Ownership of Management" and "Persons
Owning More than Five Percent of Woodward Stock" on pages 9 through
10 of our proxy statement dated December 6, 2000, incorporated here
by reference.
6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions
is under the caption "Compensation Committee Interlocks and Insider
Participation" on Page 9 of our proxy statement dated December 6,
2000, incorporated here by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
[Enlarge/Download Table]
REFERENCE
FORM 10-K ANNUAL REPORT
ANNUAL REPORT TO SHAREHOLDERS
PAGE PAGE
Annual report to shareholders for the fiscal year ended
September 30, 2000, filed as Exhibit 13 to this Form 10-K and
incorporated by reference:
Statements of Consolidated Earnings
for the years ended September 30,
2000, 1999, and 1998 22
Consolidated Balance Sheets at
September 30, 2000 and 1999 23
Statements of Consolidated Share-
holders' Equity for the years ended
September 30, 2000, 1999, and 1998 24
Statements of Consolidated Cash
Flows for the years ended September
30, 2000, 1999, and 1998 25
Notes to Consolidated Financial
Statements 26-33
Management's Responsibility for
Financial Statements 34
Report of Independent Accountants 34
Selected Quarterly Financial Data 35
Other Financial Statement Schedules, included with this
filing:
Report of Independent Accountants S-1
Valuation and Qualifying Accounts S-2
Financial statements and schedules other than those listed above are
omitted for the reason that they are not applicable, are not
7
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, the information referred to in Items 1, 3, 5, 6, 7, 7a,
and 8, all of which is included in the 2000 Annual Report to
Shareholders of Woodward Governor Company and incorporated by
reference into this Form 10-K Annual Report, the 2000 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, 2000. None
(c) EXHIBITS FILED AS PART OF THIS REPORT
[Download Table]
(3)(ii) By-laws, amended Filed as an exhibit.
(4) Instruments defining the rights Instruments with respect to
of 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 our assets. We agree to
furnish a copy of each
instrument to the Commission
upon request.
(10) Material contracts (a) A $250,000,000 credit
agreement dated June 15, 1998,
is included in exhibits filed
with Form 10-Q for the quarter
ended June 30, 1998,
incorporated here by reference.
(b) 1996 Long-Term Incentive
Compensation Plan filed on
August 21, 1996 as Exhibit 4.1
to our Registration Statement
on Form S-8 (File No.
333-10409) and incorporated
here by reference.
(c) Long-Term Management
Incentive Compensation Plan,
filed as an exhibit.
(d) Annual Management Incentive
Compensation Plan, filed as an
exhibit.
(e) Executive Benefit Plan
(non-qualified deferred
compensation plan), filed as an
exhibit.
(f) Form of Transitional
Compensation Agreement with
John A. Halbrook, C. Phillip
8
Turner, and Stephen P. Carter,
filed as an exhibit.
(g) Form of Outside Director
Stock Purchase Agreement with
Michael H. Joyce, Rodney
O'Neal, and Lou L. Pai, filed
as an exhibit.
(11) Statement on computation of Included in Note P of Notes earnings
to Consolidated Financial per share Statements, filed as an exhibit.
(13) Annual report to shareholders Except as specifically incorporated
the fiscal year ended by reference, September 30, 2000
report is furnished solely for the information of the Commission
is not deemed and "filed" as part of this report.
(21) Subsidiaries Filed as an exhibit.
(23) Consents of Independent
Accountants Filed as an exhibit.
(27) Financial Data Schedule Filed as an exhibit
(99) Additional exhibit -
description of annual report
graphs Filed as an exhibit.
9
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 worker 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, 2000.
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.
[Enlarge/Download Table]
WOODWARD GOVERNOR COMPANY
/s/ John A. Halbrook
-------------------------------------------------------------- Director, Chairman of
John A. Halbrook the Board and Chief
Executive Officer
/s/ Stephen P. Cater
-------------------------------------------------------------- Vice President, Chief
Stephen P. Carter Financial Officer and
Treasurer
Date 12/18/00
-----------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Woodward Governor
Company on the dates indicated:
[Enlarge/Download Table]
SIGNATURE TITLE DATE
/s/ J. Grant Beadle Director 12/16/00
--------------------- ---------------------------------
J. Grant Beadle
/s/ Vern H. Cassens Director 12/18/00
--------------------- ---------------------------------
Vern H. Cassens
Director
--------------------- ---------------------------------
Paul Donovan
/s/ Lawrence E. Gloyd Director 12/21/00
--------------------- ---------------------------------
Lawrence E. Gloyd
/s/ Thomas W. Heenan Director 12/16/00
--------------------- ---------------------------------
Thomas W. Heenan
/s/ J. Peter Jeffrey Director 12/16/00
--------------------- ---------------------------------
J. Peter Jeffrey
Director
--------------------- ---------------------------------
Rodney O'Neal
10
Director
--------------------- ---------------------------------
Michael H. Joyce
/s/ Lou L. Pai Director 12/18/00
--------------------- ---------------------------------
Lou L. Pai
Director
--------------------- ---------------------------------
Michael T. Yonker
11
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Woodward Governor Company
Our audits of the consolidated financial statements referred to in our report
dated November 8, 2000, appearing on page 34 in the 2000 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
14(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 LLP
Chicago, Illinois
November 8, 2000
S-1
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
(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
--------------------------------- ----------- ----------- ------------- -------------- -----------
2000:
Allowance for
doubtful accounts $ 4,417 $ 2,348 $ 73 $ 2,386 $4,452
=========== =========== ============= ============= ======
1999:
Allowance for
doubtful accounts $ 4,451 $ 1,593 $ 49 $ 1,676 $4,417
=========== =========== ============= ============= ======
1998:
Allowance for
doubtful accounts $ 2,757 $ 1,869 $ 368 $ 543 $4,451
=========== =========== ============= ============= ======
NOTE:
(A) Represents accounts written off during the year and also
overseas currency translation adjustments that increased the
deduction from reserves by $366 in 2000, $37 in 1999 and $16
in 1998.
(B) Recovery of accounts previously written-off. FY1998 also
includes $287 due to the acquisition of Woodward FST.
S-2
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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