UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 0-8408

WOODWARD, INC.

(Exact name of registrant as specified in its charter)

Delaware36-1984010

(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1000 East Drake Road, Fort Collins, Colorado80525

                 (Address of principal executive offices)                                                                                   (Zip Code)

Registrant’s telephone number, including area code:

(970) 482-5811

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerx   Accelerated filer   ¨    Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

As of January 18, 2013,  68,684,754 shares of the common stock with a par value of $0.001455 per share were outstanding.

TABLE OF CONTENTS
		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Statements of Earnings	2
	Condensed Consolidated Statements of Comprehensive Earnings	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Forward Looking Statements	27
	Overview	30
	Results of Operations	30
	Liquidity and Capital Resources	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	39
	Signatures	40

1

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	Three-Months Ended
	December 31,
	2012		2011
Net sales	$	408,339	$	407,896
Costs and expenses:
Cost of goods sold		289,573		284,410
Selling, general and administrative expenses		36,418		38,570
Research and development costs		30,018		30,794
Amortization of intangible assets		7,667		8,258
Interest expense		6,456		6,308
Interest income		(68)		(126)
Other (income) expense, net (Note 15)		(262)		(494)
Total costs and expenses		369,802		367,720
Earnings before income taxes		38,537		40,176
Income tax expense		11,169		11,760
Net earnings	$	27,368	$	28,416
Earnings per share (Note 3):
Basic earnings per share	$	0.40	$	0.41
Diluted earnings per share	$	0.39	$	0.40
Weighted Average Common Shares Outstanding (Note 3):
Basic		68,461		68,919
Diluted		69,713		70,393
Cash dividends per share paid to Woodward common stockholders	$	0.08	$	0.07

See accompanying Notes to Condensed Consolidated Financial Statements.

2

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

	Three-Months Ended
	December 31,
	2012		2011
Net earnings	$	27,368	$	28,416
Other comprehensive earnings:
Foreign currency translation adjustments		4,451		(8,381)
Taxes on changes on foreign currency translation adjustments		612		945
		5,063		(7,436)
Reclassification of realized losses on derivatives to earnings		43		45
Taxes on changes on derivative transactions		(17)		(17)
		26		28
Minimum retirement benefit liability foreign currency
exchange rate changes		237		31
Total comprehensive earnings	$	32,694	$	21,039

See accompanying Notes to Condensed Consolidated Financial Statements.

3

WOODWARD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	December 31,		September 30,
	2012		2012
ASSETS
Current assets:
Cash and cash equivalents	$	69,456	$	61,829
Accounts receivable, less allowance for losses of $7,315 and $7,217, respectively		300,062		354,386
Inventories		445,672		398,229
Income taxes receivable		5,949		7,485
Deferred income tax assets		41,146		40,277
Other current assets		35,702		41,271
Total current assets		897,987		903,477
Property, plant and equipment, net		265,497		234,505
Goodwill		544,393		461,374
Intangible assets, net		307,143		235,563
Deferred income tax assets		8,667		9,129
Other assets		25,130		15,916
Total assets	$	2,048,817	$	1,859,964
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings	$	-	$	329
Current portion of long-term debt		140,000		7,500
Accounts payable		112,183		124,914
Income taxes payable		16,863		14,141
Deferred income tax liabilities		800		800
Accrued liabilities		97,738		132,184
Total current liabilities		367,584		279,868
Long-term debt, less current portion		450,000		384,375
Deferred income tax liabilities		76,217		78,163
Other liabilities		115,386		109,443
Total liabilities		1,009,187		851,849
Commitments and contingencies (Note 19)
Stockholders' equity:
Preferred stock, par value $0.003 per share, 10,000 shares authorized, no shares issued		-		-
Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued		106		106
Additional paid-in capital		98,851		97,826
Accumulated other comprehensive loss		(6,397)		(11,723)
Deferred compensation		4,386		4,344
Retained earnings		1,091,705		1,069,811
		1,188,651		1,160,364
Treasury stock at cost, 4,392  shares and 4,536 shares, respectively		(144,635)		(147,905)
Treasury stock held for deferred compensation, at cost, 277 shares and 276 shares, respectively		(4,386)		(4,344)
Total stockholders' equity		1,039,630		1,008,115
Total liabilities and stockholders' equity	$	2,048,817	$	1,859,964
See accompanying Notes to Condensed Consolidated Financial Statements.

4

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three-Months Ended December 31,
	2012		2011
Cash flows from operating activities:
Net earnings	$	27,368	$	28,416
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		17,941		18,427
Net (gain) loss on sales of assets		(1)		8
Stock-based compensation		3,438		3,647
Excess tax benefits from stock-based compensation		(2,088)		(1,691)
Deferred income taxes		(2,058)		917
Loss on derivatives reclassified from accumulated comprehensive earnings into earnings		43		45
Changes in operating assets and liabilities:
Accounts receivable		71,423		43,739
Inventories		(15,543)		(29,436)
Accounts payable and accrued liabilities		(63,756)		(57,839)
Current income taxes		6,155		2,209
Retirement benefit obligations		(2,185)		(1,166)
Other		(763)		(4,948)
Net cash provided by operating activities		39,974		2,328
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment		(29,894)		(17,254)
Proceeds from sale of assets		11		60
Business acquisitions, net of cash acquired		(198,860)		-
Net cash used in investing activities		(228,743)		(17,194)
Cash flows from financing activities:
Cash dividends paid		(5,474)		(4,823)
Proceeds from sales of treasury stock		876		2,211
Payments for repurchases of common stock		-		(4,663)
Excess tax benefits from stock compensation		2,088		1,691
Borrowings on revolving lines of credit and short-term borrowings		15,000		74,821
Payments on revolving lines of credit and short-term borrowings		(15,329)		(64,858)
Proceeds from issuance of long-term debt		200,000		-
Payments of long-term debt		(1,875)		(12,589)
Net cash provided by (used in) financing activities		195,286		(8,210)
Effect of exchange rate changes on cash and cash equivalents		1,110		(1,083)
Net change in cash and cash equivalents		7,627		(24,159)
Cash and cash equivalents at beginning of period		61,829		74,539
Cash and cash equivalents at end of period	$	69,456	$	50,380
See accompanying Notes to Condensed Consolidated Financial Statements.

5

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Number of shares				Stockholders' equity
									Accumulated other comprehensive (loss) earnings
	Preferred stock	Common stock	Treasury stock	Treasury stock held for deferred compensation	Common stock		Additional paid-in capital		Foreign currency translation adjustments		Unrealized derivative gains (losses)		Minimum retirement benefit liability adjustments		Total accumulated other comprehensive (loss) earnings		Deferred compensation		Retained earnings		Treasury stock at cost		Treasury stock held for deferred compensation		Total stockholders' equity
Balances as of October 1, 2011	-	72,960	(4,070)	(315)	$	106	$	81,453	$	22,103	$	(484)	$	(17,993)	$	3,626	$	4,581	$	949,573	$	(115,661)	$	(4,581)	$	919,097
Net earnings	-	-	-	-		-		-		-		-		-		-		-		28,416		-		-		28,416
Cash dividends paid	-	-	-	-		-		-		-		-		-		-		-		(4,823)		-		-		(4,823)
Purchases of treasury stock	-	-	(122)	-		-		-		-		-		-		-		-		-		(4,663)		-		(4,663)
Sales of treasury stock	-	-	186	-		-		(683)		-		-		-		-		-		-		2,849		-		2,166
Tax benefit attributable to exercise of stock options	-	-	-	-		-		1,691		-		-		-		-		-		-		-		-		1,691
Stock-based compensation	-	-	-	-		-		3,647		-		-		-		-		-		-		-		-		3,647
Purchases of stock by deferred compensation plan	-	-	1	(1)		-		28		-		-		-		-		72		-		18		(72)		46
Distribution of stock from deferred compensation plan	-	-	-	2		-		-		-		-		-		-		(11)		-		-		11		-
Foreign currency translation adjustments	-	-	-	-		-		-		(8,381)		-		-		(8,381)		-		-		-		-		(8,381)
Reclassification of unrecognized derivative losses to earnings	-	-	-	-		-		-		-		45		-		45		-		-		-		-		45
Minimum retirement benefits liability adjustments	-	-	-	-		-		-		-		-		31		31		-		-		-		-		31
Taxes on changes in accumulated other comprehensive earnings	-	-	-	-		-		-		945		(17)		-		928		-		-		-		-		928
Balances as of December 31, 2011	-	72,960	(4,005)	(314)	$	106	$	86,136	$	14,667	$	(456)	$	(17,962)	$	(3,751)	$	4,642	$	973,166	$	(117,457)	$	(4,642)	$	938,200
Balances as of October 1, 2012	-	72,960	(4,536)	(276)	$	106	$	97,826	$	17,447	$	(376)	$	(28,794)	$	(11,723)	$	4,344	$	1,069,811	$	(147,905)	$	(4,344)	$	1,008,115
Net earnings	-	-	-	-		-		-		-		-		-		-		-		27,368		-		-		27,368
Cash dividends paid	-	-	-	-		-		-		-		-		-		-		-		(5,474)		-		-		(5,474)
Purchases of treasury stock	-	-	(109)	-		-		-		-		-		-		-		-		-		(3,978)		-		(3,978)
Sales of treasury stock	-	-	252	-		-		(4,509)		-		-		-		-		-		-		7,236		-		2,727
Tax benefit attributable to exercise of stock options	-	-	-	-		-		2,088		-		-		-		-		-		-		-		-		2,088
Stock-based compensation	-	-	-	-		-		3,438		-		-		-		-		-		-		-		-		3,438
Purchases of stock by deferred compensation plan	-	-	1	(1)		-		8		-		-		-		-		43		-		12		(43)		20
Distribution of stock from deferred compensation plan	-	-	-	-		-		-		-		-		-		-		(1)		-		-		1		-
Foreign currency translation adjustments	-	-	-	-		-		-		4,451		-		-		4,451		-		-		-		-		4,451
Reclassification of unrecognized derivative losses to earnings	-	-	-	-		-		-		-		43		-		43		-		-		-		-		43
Minimum retirement benefits liability adjustments	-	-	-	-		-		-		-		-		237		237		-		-		-		-		237
Taxes on changes in accumulated other comprehensive earnings	-	-	-	-		-		-		612		(17)		-		595		-		-		-		-		595
Balances as of December 31, 2012	-	72,960	(4,392)	(277)	$	106	$	98,851	$	22,510	$	(350)	$	(28,557)	$	(6,397)	$	4,386	$	1,091,705	$	(144,635)	$	(4,386)	$	1,039,630
See accompanying Notes to Condensed Consolidated Financial Statements.

6

WOODWARD, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 1.  Basis of Presentation

The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of December 31, 2012 and for the three-months ended December 31, 2012 and December 31, 2011, included herein, have not been audited by an independent registered public accounting firm.  These Condensed Consolidated Financial Statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to present fairly Woodward’s financial position as of December 31, 2012, and the statements of earnings, comprehensive earnings, cash flows, and changes in the statement of stockholders’ equity for the periods presented herein.  The Condensed Consolidated Balance Sheet as of September 30, 2012 was derived from Woodward’s Annual Report on Form 10-K for the fiscal year then ended.  The results of operations for the three-months ended December 31, 2012 are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year.  Dollar amounts contained in these Condensed Consolidated Financial Statements are in thousands, except per share amounts.

The Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.

These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in Woodward’s most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC.

Management is required to use estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures, in the preparation of the Condensed Consolidated Financial Statements included herein.  Significant estimates in these Condensed Consolidated Financial Statements include allowances for losses on receivables, net realizable value of inventories, warranty reserves, cost of sales incentives, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, valuation of identifiable intangible assets and goodwill, income tax and valuation reserves, the valuation of assets and liabilities acquired in business combinations, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans, the valuation of stock compensation instruments granted to employees and board members, and contingencies.  Actual results could vary materially from Woodward’s estimates.

Note 2.  Recent accounting pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements.  Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.”  ASU 2011-08 allows companies to perform a “qualitative” assessment to determine whether or not the current two-step quantitative testing method, in which a company compares the fair value of reporting units to its carrying amount including goodwill, must be followed.  If a qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, then the quantitative impairment test is not required.  A company may choose to use the qualitative assessment on none, some, or all if its reporting units or to bypass the qualitative assessment and proceed directly to the two-step quantitative testing method.  ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011; fiscal 2013 for Woodward.  The adoption of ASU 2011-08 is not expected to have a material impact on Woodward’s Consolidated Financial Statements.

Note 3.  Earnings per share

Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

7

Diluted earnings per share reflects the weighted-average number of shares outstanding after consideration of the dilutive effect of stock options.

The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:

	Three-Months Ended December 31,
	2012		2011
Numerator:
Net earnings	$	27,368	$	28,416
Denominator:
Basic shares outstanding		68,461		68,919
Dilutive effect of stock options		1,252		1,474
Diluted shares outstanding		69,713		70,393
Income per common share:
Basic earnings per share	$	0.40	$	0.41
Diluted earnings per share	$	0.39	$	0.40

The following stock option grants were outstanding during the three-months ended December 31, 2012 and 2011, but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive:

		Three-Months Ended December 31,
	2012		2011
Options		68		638
Weighted-average option price	$	37.20	$	32.11

The weighted-average shares of common stock outstanding for basic and diluted earnings per share included the weighted-average treasury stock shares held for deferred compensation obligations of the following:

	Three-Months Ended December 31,
	2012		2011
Weighted-average treasury stock shares held for deferred compensation obligations		276		315

8

Note 4.  Business acquisitions

Duarte Business Acquisition

On December 27, 2012, Woodward entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) with GE Aviation Systems LLC (the “Seller”) and General Electric Company for the acquisition of substantially all of the assets and certain liabilities related to the Seller’s thrust reverser actuation systems business located in Duarte, California (the “Duarte Business”) for an aggregate purchase price of $200,000.  The sale was completed on December 28, 2012 and based on customary purchase price adjustments, Woodward paid cash at closing in the amount of $198,900. 

The Duarte Business develops and manufactures motion control technologies and platforms, more specifically thrust reverser actuation systems.  The Duarte Business employs approximately 350 people and serves customers such as Airbus, Boeing, General Electric, Safran and the U.S. Government.  Its products are used primarily on commercial aircraft such as the Boeing 737, 747 and 777, and the Airbus A320.  The Duarte Business will be integrated into Woodward’s Aerospace segment. 

The Company believes the Duarte Business provides it with expanded motion control technologies and platforms, and that there will be operating synergies and significant opportunities to share technologies and leverage the customer base.  Goodwill recorded in connection with the acquisition of the Duarte Business, which is deductible for income tax purposes, represents the estimated value of such future opportunities, the value of potential expansion with new customers, the opportunity to further develop sales opportunities with new and acquired Duarte Business customers, and other synergies expected to be achieved through the integration of the Duarte Business into Woodward’s Aerospace segment.

The preliminary purchase price of the Duarte Business is as follows:

Cash paid to Seller	$	198,900
Less cash acquired		(40)
Total preliminary purchase price	$	198,860

The allocation of the purchase price to the assets acquired and liabilities assumed was accounted for under the purchase method of accounting in accordance with ASC Topic 805, Business Combinations.  Assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred.  The Company’s preliminary allocation was based on an evaluation of the appropriate fair values and represents management’s best estimate based on available data.

Due to the timing of the transaction, Woodward is currently in the process of finalizing valuations of current assets, property, plant and equipment (including estimated useful lives), goodwill, intangible assets (including estimated useful lives), and all current and noncurrent liabilities.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition of the Duarte Business:

Current assets	$	49,234
Property, plant, and equipment		14,264
Goodwill		81,898
Intangible assets		78,900
Total assets acquired		224,296
Other current liabilities		17,353
Other noncurrent liabilities		8,083
Total liabilities assumed		25,436
Net assets acquired	$	198,860

9

In connection with the acquisition of the Duarte Business, Woodward did not assume the postretirement benefit obligations of the Duarte Business’ defined benefit pension plan.  Under the terms of the Asset Purchase Agreement, Woodward is obligated to establish a new defined benefit pension plan for the Duarte Business employees who were beneficiaries of the Seller’s defined benefit pension plan.  Woodward’s new defined benefit pension plan will provide for similar benefits as those provided by the Seller.

A summary of the intangible assets acquired, weighted-average useful lives, and amortization methods follows:

	Estimated Amounts		Weighted-Average Useful Life		Amortization Method
Customer relationships and contracts	$	67,000	20	years	Straight-line
Process technology		4,600	25	years	Straight-line
Backlog		7,300	3	years	Accelerated
Total	$	78,900	19	years

Future amortization expense associated with the acquired intangibles is expected to be:

Year Ending September 30:
2013 (remaining)	$	6,057
2014		5,602
2015		4,005
2016		3,663
2017		3,663
Thereafter		55,910
	$	78,900

Pro forma results for Woodward giving effect to the acquisition of the Duarte Business

The following unaudited pro forma financial information presents the combined results of operations of Woodward and the Duarte Business as if the acquisition had occurred as of October 1, 2011, the beginning of fiscal 2012. The pro forma information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and the borrowings used to finance it had taken place at the beginning of fiscal 2012. The pro forma information combines the historical results of Woodward with the historical results of the Duarte Business for that period.

Prior to the acquisition of the Duarte Business,  the Duarte Business was a wholly owned business of the Seller, and as such was not a stand-alone entity for financial reporting purposes. Accordingly, the historical operating results of the Duarte Business may not be indicative of the results that might have been achieved, historically or in the future, if the Duarte Business had been a stand-alone entity. The unaudited pro forma results for the three-month periods ended December 31, 2012 and December 31, 2011 include amortization charges for acquired intangible assets, adjustments for depreciation expense for property, plant and equipment, transaction costs incurred, adjustments to interest expense, and related tax effects.

The unaudited pro forma results for the three-month periods ended December 31, 2012 and December 31, 2011, compared to the actual results reported in these Condensed Consolidated Financial Statements, follow:

10

	Three-Months Ended December 31, 2012				Three-Months Ended December 31, 2011
	As reported		Pro forma		As reported		Pro forma
Net sales	$	408,339	$	438,739	$	407,896	$	432,015
Net earnings		27,368		28,153		28,416		23,987
Earnings per share:
Basic earnings per share	$	0.40	$	0.41	$	0.41	$	0.35
Diluted earnings per share		0.39		0.40		0.40		0.34

These pro forma results do not reflect the favorable impact of various long-term agreements with customers of the Duarte Business that were recently renegotiated by the Sellerprior to the acquisition and effective on or before January 1, 2013. Collectively, the renegotiation of the agreements would have had a significant positive impact on prior operating results of the Duarte Business if implemented earlier.

The Company incurred transaction costs of $1,707 for the three-months ended December 31, 2012, which are included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Earnings.  Due to the timing of the acquisition, there were no net sales or operating expenses from the Duarte Business included in the Condensed Consolidated Statements of Earnings in the first quarter of fiscal 2013.

Note 5.  Financial instruments and fair value measurements

The estimated fair values of Woodward’s financial instruments were as follows:

	At December 31, 2012				At September 30, 2012
	Estimated Fair Value		Carrying Cost		Estimated Fair Value	Carrying Cost
Cash and cash equivalents	$	69,456	$	69,456