Form 8-K

Exhibit 99.1

News Release


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

FOR IMMEDIATE RELEASE


CONTACT:		Robert F. Weber, Jr.
		Chief Financial Officer and Treasurer
		970-498-3112

Woodward Reports Fourth Quarter and Fiscal Year 2009 Results

Fort Collins, Colo., November 18, 2009—Woodward Governor Company (Nasdaq:WGOV) today reported financial results for its fourth quarter and fiscal year 2009. (All per share amounts are presented on a fully diluted basis.)

Quarterly Highlights

	•		Sales for the quarter were $365 million, up approximately 4 percent from $351 million in the fourth quarter of last year.

	•		Earnings per share were $0.34 for the quarter as compared with $0.50 for the same quarter last year.

	•		Free cash flow for the quarter was $92 million compared to $27 million for the same period in the prior year.

	•		$121 million of debt was repaid in the fourth quarter.

	•		Final resolution in November 2009 of MPC’s government matter consistent with expectations.

	•		Organic net sales (which excludes Airframe Systems segment external sales of $109.6 million) for the fiscal 2009 fourth quarter were $255 million, down 27 percent from $351 million in the fiscal 2008 fourth quarter. Organic operating earnings (earnings before interest and taxes excluding the Airframe Systems segment) in the fourth quarter of fiscal 2009 were $30.1 compared to fiscal 2008 of $50.9.

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Annual Highlights

	•		Annual sales were $1.4 billion, up 14 percent from fiscal 2008.

	•		Reported earnings per share for fiscal 2009 were $1.37 compared to $1.75 per share for fiscal 2008. Excluding special charges highlighted in the reconciliation below, adjusted earnings per share were $1.57.

	•		Free cash flow generated during fiscal 2009 was $190 million, up from $88 million generated in fiscal 2008.

	•		Organic net sales for fiscal 2009 were $1.1 billion, down 12 percent from the prior fiscal year. Reported organic operating earnings were $143.9 million compared to $183.6 million for fiscal 2008.

Net sales for the fiscal 2009 fourth quarter were $364.5 million, up approximately 4 percent from $350.5 million for the fiscal 2008 fourth quarter. Net earnings for the fiscal 2009 fourth quarter were $23.8 million, or $0.34 per share, compared with $34.4 million, or $0.50 per share, in the fiscal 2008 fourth quarter. Foreign currency exchange rates had a negative impact on net sales of approximately $5 million in the fiscal 2009 fourth quarter.

Organic net sales (which excludes Airframe Systems’ segment external sales of $109.6 million) for the fiscal 2009 fourth quarter were $255.0 million, down approximately 27 percent from $350.5 million in the fiscal 2008 fourth quarter. Organic operating earnings (earnings before interest and taxes excluding the Airframe Systems segment) were down 41 percent compared to the fiscal 2008 fourth quarter.

Net sales for fiscal 2009 were $1.430 billion, up 14 percent from $1.258 billion for fiscal 2008. Net earnings for the year were $94.4 million, or $1.37 per share, compared with $121.9 million, or $1.75 per share for fiscal 2008. Net earnings included the special items noted in the reconciliation below. Foreign currency exchange rates had a negative impact on net sales of approximately 3 percent and approximately $0.09 per share on net earnings for fiscal 2009 as compared to fiscal 2008.

Organic net sales for fiscal 2009 were $1.111 billion, down 12 percent from the prior fiscal year. Reported organic operating earnings were $143.9 million. Adjusted organic operating earnings, excluding the special charges described below totaling $16.6 million taken in the second quarter of 2009, were $160.5 million compared to $183.6 million for fiscal 2008. Foreign currency exchange rates had a negative impact on net organic sales of approximately 9 percent and approximately $6 million on organic operating earnings for fiscal 2009 as compared to fiscal 2008.

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RECONCILIATION OF EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE


	Three Months Ended		Year Ended
	September 30, 2009

Earnings Per Share as reported	$	0.34	$	1.37
Purchase Accounting — Inventory		—		0.12
Workforce Management and Other Special Charges		—		0.15
Favorable Resolution — Tax Issues		—		(0.07	)

Adjusted Earnings Per Share	$	0.34	$	1.57

Note: See statement regarding non-GAAP measures at the end of this release.

“During this challenging period, we delivered solid financial results by maintaining operating margins and delivering strong cash flow,” said Chairman and Chief Executive Officer Thomas A. Gendron. “We believe that we have positioned the business to deliver solid results in a difficult environment and to leverage our advantages in the coming rebound. This is a result of a broad effort to manage costs in each of the businesses while investing in opportunities, technologies and relationships that will support future growth.”

Quarterly Segment Results

Turbine Systems¹

Turbine Systems’ segment net sales for the fourth quarter, which includes intersegment sales, were $148.4 million, a decrease of approximately 15 percent from $175.2 million for the fourth quarter a year ago. Segment earnings for the fourth quarter of 2009 declined slightly to $32.0 million from $32.6 million for the same quarter a year ago. Segment earnings as a percent of segment net sales were 21.6 percent this quarter compared to 18.6 percent in the same quarter for the prior year.


¹		The steam turbine product line was moved from Engine Systems to Turbine Systems in the fourth quarter of 2009. Segment information for all periods presented has been recast.

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Our sales performance reflected declines in aerospace OEM and industrial equipment markets, while aftermarket sales remained consistent with the prior year. This favorable mix, along with cost controls, allowed us to maintain segment earnings despite the decline in sales.

Airframe Systems

Airframe Systems’ segment net sales for the fourth quarter, which includes intersegment sales, were $110.4 million, reflecting stable defense markets and weakness in the business and regional jet markets. Reported segment earnings were $12.0 million or 10.9 percent of segment net sales for the fourth quarter of 2009. Excluding the effects of purchase accounting as shown on the attached schedule of Airframe Systems — Adjusted Segment Earnings, segment earnings were $18.3 million or 16.6 percent of net segment sales. Consistent with our expectations, the sequential improvement in profitability reflects significant cost reductions and synergies. As a result of the improved profitability, our airframe acquisitions were accretive to earnings in the fourth quarter.

Electrical Power Systems

Electrical Power Systems’ segment net sales for the fourth quarter, which includes intersegment sales, were $53.7 million, a decrease of 40 percent from $89.7 million for the fourth quarter a year ago. Segment earnings for this quarter were $5.1 million compared to $14.8 million for the same quarter a year ago. Excluding the effects of foreign currency exchange rates, net segment sales would have been approximately $57 million for the quarter. This quarter’s sales results reflected a broad decline in all markets served by the Electrical Power Systems segment. Approximately one-half of the decline was related to a significant slowdown in wind converter sales. This decrease was driven by ongoing tightness in credit markets and delays in stimulus funding and tax credit availability. Segment earnings as a percent of sales decreased to 9.5 percent this quarter compared to 16.5 percent for the same quarter last year. Our profitability in this segment was affected by the significant decline in volume, although cost controls mitigated this impact.

Engine Systems²

Engine Systems’ segment net sales for the fourth quarter, which includes intersegment sales, were $73.8 million compared to $120.0 million for last year’s fourth quarter, a decrease of 38 percent. Segment earnings for this quarter decreased to $2.1 million from $10.5 million for the same period a year ago. Segment earnings as a percent of net sales were 2.8 percent this quarter compared to 8.8 percent in the same quarter last year. The lower sales levels were attributable to broad declines across all of our served markets. The impact of foreign currency exchange rates on net sales and segment earnings was not significant when compared to the prior year. Profitability was significantly affected by the decrease in volumes, partially offset by cost reduction actions taken predominantly in the second half of 2009.


²		The steam turbine product line was moved from Engine Systems to Turbine Systems in the fourth quarter of 2009. Segment information for all periods presented has been recast.

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Nonsegment

Nonsegment expenses totaled $9.1 million for the fourth quarter of 2009, compared to $7.0 million for the same quarter last year. This reflects costs associated with a continuous improvement project impacting all business segments.

Full Year Fiscal 2009 Segment Results

Turbine Systems

Turbine Systems’ segment net sales for fiscal 2009 were $632.2 million, a slight decrease from $634.7 million for the same period a year ago. Segment earnings for the year increased 6 percent to $136.1 million from $128.9 million for last year. Segment earnings as a percent of net sales were 21.5 percent for fiscal 2009 compared to 20.3 percent in the prior year.

Airframe Systems

Segment net sales for fiscal 2009 were $322.0 million and segment earnings for the year were $11.0 million. Segment earnings reflect the $12.5 million charge related to purchase accounting effects on inventory related to the recent acquisition of HR Textron (“HRT”) and $19.6 million of intangible amortization related to both of the MPC Products Corporation (“MPC”) and HRT acquisitions, all of which were non-cash charges.

Electrical Power Systems

Electrical Power Systems’ segment net sales for fiscal 2009 were $243.1 million, a decrease of approximately 16 percent from $289.3 million for a year ago. Segment earnings for fiscal 2009 decreased approximately 15 percent to $35.9 million from $42.3 million for a year ago. Segment earnings as a percent of net sales increased to 14.8 percent for fiscal 2009 compared to 14.6 percent for last year.

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Engine Systems

Engine Systems’ segment net sales for fiscal 2009 were $341.0 million compared to $469.4 million for last year, a decrease of 27 percent. Segment earnings for fiscal 2009 decreased 58 percent to $18.5 million from $43.7 million for last year. Segment earnings as a percent of net sales were 5.4 percent in fiscal 2009 compared to 9.3 percent in fiscal 2008.

Nonsegment

Nonsegment expenses for fiscal 2009 were $46.6 million, compared to $31.3 million for last year. Excluding special charges, nonsegment expenses were $30.0 million or 2.1 percent of net sales for 2009, compared to 2.5 percent of net sales for the prior year.

Cash Flow and Financial Position

Net cash generated from operating activities improved to $218.7 million for the year ended September 30, 2009 compared with $125.4 million for fiscal 2008, reflecting our continuing focus on working capital and operating cash flow initiatives. Free cash flow was $189.7 million for the 2009 fiscal year as compared to $87.8 million for 2008. We believe this level of cash generation should continue in 2010. Capital expenditures for the twelve-month period were $28.9 million compared with $37.5 million last year.

Our ratio of debt to debt-plus-equity was 44.7 percent at September 30, 2009 compared to 50.1 percent at the end of the prior quarter and 7.2 percent at September 30, 2008, reflecting the financing and partial debt repayments connected with the recent acquisitions.

Outlook

Though near-term visibility has improved somewhat, we still expect the environment to remain challenging through at least the first half of fiscal 2010. This may include sequential revenue declines in some of our businesses. For fiscal 2010, we expect our sales to be approximately flat compared to fiscal 2009. We expect Airframe Systems sales to increase due to the mid-year acquisition of HR Textron, but anticipate sequential declines through the first half of the year. We are optimistic that most of our businesses are bottoming out now or will in the near future. Signs of stabilization and a possible second-half recovery are appearing in many of our markets.

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Therefore, for fiscal 2010 we expect our sales to be between $1.4 billion and $1.5 billion and our diluted earnings per share to be between $1.40 and $1.60.

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Non-GAAP Measures: Adjusted earnings per share, segment earnings, operating earnings, EBITDA and free cash flow are non-GAAP financial measures. The use of these measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America. Securities analysts, investors, and others frequently use adjusted earnings per share, segment earnings, operating earnings, EBITDA and free cash flow in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization. Management uses operating earnings to evaluate its performance without financing and tax related considerations, as these elements may not fluctuate with operating results. EBITDA is used in reviewing compliance with our debt covenants and in evaluating capital structure impacts of various strategic scenarios. Free cash flow is a non-GAAP financial measure which Woodward and others define as cash from operations less capital expenditures.

Conference Call

Woodward will hold an investor conference call at 5:00 p.m. EST on Wednesday, November 18, 2009 to provide an overview of the financial performance for the fourth quarter and fiscal 2009, business highlights, and outlook for fiscal 2010. You are invited to listen to the live webcast of our conference call, or a recording, and view or download accompanying presentation slides at our website, www.woodward.com.

You may also listen to the call by dialing 1-866-835-8893 (domestic) or 1-703-639-1409 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 1403951. An audio replay will be available by telephone from 8:00 p.m. EST on November 18 until 11:59 p.m. EST on November 20, 2009. The telephone number to access the replay is 1-888-266-2081 (domestic) or 1-703-925-2533 (international), reference access code 1403951.

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About Woodward

Woodward is an independent designer, manufacturer, and service provider of energy control and optimization solutions used in global infrastructure equipment. We serve the aerospace, power generation and distribution, and transportation markets. Our systems and components optimize the performance of commercial aircraft; military aircraft, ground vehicles and other equipment; gas and steam turbines; wind turbines; reciprocating engines; and electrical power systems. The company’s innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable and more cost-effective equipment. Our customers include leading original equipment manufacturers and end users of their products. Woodward is headquartered in Fort Collins, Colo., USA. Visit our website at www.woodward.com.

Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, statements regarding future sales, earnings, liquidity, relative profitability, and the impact of economic conditions and downturns on Woodward. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to, the recent instability of the credit markets and other adverse economic and industry conditions; our ability to comply with the terms of the civil and criminal settlements related to the U.S. Department of Justice investigation of the pre-June 2005 government contract pricing practices of MPC Products Corporation and the related administrative agreement with the U.S. Department of Defense; Woodward’s ability to implement and realize the intended effects of its restructuring efforts; Woodward’s ability to reduce its expenses in proportion to any sales shortfalls; the ability of Woodward’s suppliers to meet their obligations; Woodward’s ability to integrate acquisitions and manage the costs related thereto; Woodward’s substantial debt obligations, debt service requirements and its ability to operate its business and pursue business strategies in the light of certain restrictive covenants in its outstanding debt documents; unforeseen events that significantly reduce commercial airline travel; risks from operating internationally, including the impact on reported earnings from fluctuations in foreign currency exchange rates, and other risk factors described in Woodward’s Annual Report on Form 10-K for the year ended September 30, 2008 and any subsequently filed Quarterly Report on Form 10-Q.

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Woodward Governor Company and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


	Three Months Ended						Year Ended
	September 30,						September 30,
(Unaudited — in thousands except per share amounts)	2009			2008			2009			2008

Net sales	$	364,527		$	350,541		$	1,430,125		$	1,258,204

Costs and expenses:
Cost of goods sold		262,176			249,834			1,029,095			882,996
Selling, general, and administrative expenses		33,947			29,318			128,682			115,399
Research and development costs		19,980			20,013			78,536			73,414
Amortization of intangible assets		7,951			1,571			26,120			6,830
Restructuring and special charges		—			—			15,159			—
Interest expense		9,499			865			33,629			3,834
Interest income		(229	)		(650	)		(1,131	)		(2,120	)
Other, net		(1,590	)		(1,088	)		(2,377	)		(4,059	)


Total costs and expenses		331,734			299,863			1,307,713			1,076,294


Earnings before income taxes		32,793			50,678			122,412			181,910
Income taxes		(8,976	)		(16,251	)		(28,060	)		(60,030	)


Net earnings	$	23,817		$	34,427		$	94,352		$	121,880


Earnings per share amounts:
Basic	$	0.35		$	0.51		$	1.39		$	1.80
Diluted	$	0.34		$	0.50		$	1.37		$	1.75


Weighted average number of shares outstanding:
Basic		67,998			67,486			67,821			67,564
Diluted		69,219			69,463			69,033			69,560


Cash dividends per share	$	0.060		$	0.060		$	0.240		$	0.235

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Woodward Governor Company and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS


	At September 30,
(Unaudited — in thousands)	2009		2008

Assets
Current assets:
Cash and cash equivalents	$	100,863	$	109,833
Accounts receivable		209,626		178,128
Inventories		302,339		208,317
Income taxes receivable		16,302		—
Deferred income tax assets		45,413		25,128
Other current assets		21,701		16,649


Total current assets		696,244		538,055
Property, plant, and equipment-net		208,885		168,651
Goodwill		442,802		139,577
Other intangibles — net		327,773		66,106
Deferred income tax assets		8,200		6,208
Other assets		12,518		8,420


Total assets	$	1,696,422	$	927,017


Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	—	$	4,031
Current portion of long-term debt		45,569		11,560
Accounts payable		81,108		65,427
Income taxes payable		8,084		2,235
Accrued liabilities		127,317		85,591


Total current liabilities		262,078		168,844
Long-term debt, less current portion		526,771		33,337
Deferred income tax liabilities		86,048		27,513
Other liabilities		112,287		67,695


Total liabilities		987,184		297,389
Stockholders’ equity		709,238		629,628


Total liabilities and stockholders’ equity	$	1,696,422	$	927,017

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Woodward Governor Company and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended
	September 30,
(Unaudited — in thousands)	2009			2008

Net cash provided by operating activities	$	218,652		$	125,354


Cash flows from investing activities:
Business acquisitions		(749,820	)		—
Business dispositions		48,000			—
Payments for purchase of property, plant, and equipment		(28,947	)		(37,516	)
Proceeds from sale of assets		16,637			1,607


Net cash used in investing activities		(714,130	)		(35,909	)


Cash flows from financing activities:
Cash dividends paid		(16,289	)		(15,872	)
Proceeds from sales of treasury stock as a result of exercises of stock options		4,631			9,440
Purchases of treasury stock		(866	)		(39,801	)
Excess tax benefits from stock compensation		2,695			15,355
Proceeds from issuance of long-term debt		620,000			—
Payments of long-term debt		(92,392	)		(16,257	)
Borrowings on revolving lines of credit and short-term borrowings		145,702			45,791
Payments on revolving lines of credit and short-term borrowings		(149,731	)		(47,256	)
Payment of long-term debt assumed in MPC acquisition		(18,610	)		—
Net proceeds from (payments for) cash flow hedges		(1,308	)		108
Debt issuance costs		(5,892	)		(412	)


Net cash provided by (used in) financing activities		487,940			(48,904	)


Effect of exchange rate changes on cash and cash equivalents		(1,432	)		(2,343	)


Net change in cash and cash equivalents		(8,970	)		38,198
Cash and cash equivalents, beginning of period		109,833			71,635


Cash and cash equivalents, end of period	$	100,863		$	109,833

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Woodward Governor Company and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS


	Three Months Ended						Year Ended
	September 30,						September 30,
(Unaudited — in thousands except per share amounts)	2009			2008			2009			2008

Segment net sales *:
Turbine Systems	$	148,353		$	175,159		$	632,222		$	634,658
Airframe Systems		110,352			—			321,956			—
Electrical Power Systems		53,718			89,748			243,146			289,294
Engine Systems		73,838			120,029			340,995			469,432


Total segment net sales	$	386,261		$	384,936		$	1,538,319		$	1,393,384


Intersegment net sales:
Turbine Systems	$	(3,149	)	$	(5,241	)	$	(14,272	)	$	(18,470	)
Airframe Systems		(785	)		—			(2,947	)		—
Electrical Power Systems		(9,176	)		(16,986	)		(48,146	)		(66,571	)
Engine Systems		(8,624	)		(12,168	)		(42,829	)		(50,139	)


Total sales	$	364,527		$	350,541		$	1,430,125		$	1,258,204


Segment earnings**:
Turbine Systems	$	31,978		$	32,561		$	136,120		$	128,930
As a percent of segment sales		21.6	%		18.6	%		21.5	%		20.3	%
Airframe Systems		11,979			—			11,023			—
As a percent of segment sales		10.9	%		N/A			3.4	%		N/A
Electrical Power Systems		5,087			14,785			35,891			42,303
As a percent of segment sales		9.5	%		16.5	%		14.8	%		14.6	%
Engine Systems		2,074			10,549			18,454			43,737
As a percent of segment sales		2.8	%		8.8	%		5.4	%		9.3	%


Total segment earnings		51,118			57,895			201,488			214,970
Nonsegment expenses		(9,055	)		(7,002	)		(46,578	)		(31,346	)


Operating earnings		42,063			50,893			154,910			183,624
Interest expense and income, net		(9,270	)		(215	)		(32,498	)		(1,714	)


Consolidated earnings before income taxes	$	32,793		$	50,678		$	122,412		$	181,910


Capital expenditures	$	11,032		$	12,999		$	28,947		$	37,516
Depreciation expense		9,931			6,704			37,828			28,620


*		This schedule reconciles segment sales, which include intersegment sales, with consolidated external sales.

**		This schedule reconciles segment earnings, which excludes certain costs, to consolidated earnings before taxes.

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Woodward Governor Company and Subsidiaries

RECONCILIATION OF NET EARNINGS TO OPERATING EARNINGS AND EBITDA


	Three Months Ended						Year Ended
	September 30,						September 30,
(Unaudited — in thousands)	2009			2008			2009			2008
Net earnings	$	23,817		$	34,427		$	94,352		$	121,880
Income taxes		8,976			16,251			28,060			60,030
Interest expense		9,499			865			33,629			3,834
Interest income		(229	)		(650	)		(1,131	)		(2,120	)

OPERATING EARNINGS		42,063			50,893			154,910			183,624
Amortization of intangible assets		7,951			1,571			26,120			6,830
Depreciation expense		9,931			6,704			37,828			28,620

EBITDA	$	59,945		$	59,168		$	218,858		$	219,074


OPERATING EARNINGS	$	42,063		$	50,893		$	154,910		$	183,624
Less: Airframe Systems operating income		(11,979	)		—			(11,023	)		—

ORGANIC OPERATING EARNINGS	$	30,084		$	50,893		$	143,887		$	183,624

Operating earnings (earnings before interest and taxes) and EBITDA (earnings before interest, taxes, depreciation, and amortization) are non-GAAP financial measures. The use of these measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America. Securities analysts, investors, and others frequently use both Operating Earnings and EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization.

Management uses Operating Earnings to evaluate its performance without financing and tax related considerations as these elements may not fluctuate with operating results. EBITDA is used in reviewing compliance with its debt covenants and in evaluating capital structure impacts of various strategic scenarios.

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Woodward Governor Company and Subsidiaries

RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW


	Three Months Ended						Year Ended
	September 30,						September 30,
(Unaudited — in thousands)	2009			2008			2009			2008

*Net cash provided by operating activities*	$	103,494		$	40,003		$	218,652		$	125,354
Capital expenditures		(11,032	)		(12,999	)		(28,947	)		(37,516	)

Free cash flow	$	92,462		$	27,004		$	189,705		$	87,838

Free cash flow is a non-GAAP financial measure. The use of this measure is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America. Securities analysts, investors, and others frequently use free cash flow in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization.

Management uses free cash flow in reviewing the financial performance of its various business segments.

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Woodward Governor Company and Subsidiaries

Airframe Systems — Adjusted Segment Earnings


	Three Months Ended				Year Ended
	September 30,				September 30,
(Unaudited — in thousands)	2009		2008		2009		2008
Airframe Systems earnings	$	11,979	$	—	$	11,023	$	—
Purchase accounting — inventory		—		—		12,500		—
Intangible asset amortization		6,296		—		19,550		—

ADJUSTED AIRFRAME SYSTEMS EARNINGS	$	18,275	$	—	$	43,073	$	—

Adjusted segment earnings is a non-GAAP financial measure. The use of this measure is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America. Securities analysts, investors, and others frequently use segment earnings in their evaluation of companies.

Management uses segment earnings in reviewing the financial performance of its various business segments.

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Woodward Governor Company and Subsidiaries

Recast Segment Information


	2009 Fiscal Quarters
	First			Second			Third			Fourth
Total segment net sales:
Turbine Systems	$	156,819		$	168,043		$	159,007		$	148,353
Airframe Systems		52,318			51,610			107,676			110,352
Electrical Power Systems		61,842			58,521			69,065			53,718
Engine Systems		105,294			85,234			76,629			73,838

Total	$	376,273		$	363,408		$	412,377		$	386,261

Intersegment sales:
Turbine Systems	$	4,537		$	3,472		$	3,114		$	3,149
Airframe Systems		658			701			803			785
Electrical Power Systems		13,925			13,300			11,745			9,176
Engine Systems		12,409			11,274			10,522			8,624

Total	$	31,529		$	28,747		$	26,184		$	21,734

External net sales:
Turbine Systems	$	152,282		$	164,571		$	155,893		$	145,204
Airframe Systems		51,660			50,909			106,873			109,567
Electrical Power Systems		47,917			45,221			57,320			44,542
Engine Systems		92,885			73,960			66,107			65,214

Total	$	344,744		$	334,661		$	386,193		$	364,527

Segment earnings (losses):
Turbine Systems	$	33,244		$	37,635		$	33,263		$	31,978
Airframe Systems		1,801			3,233			(5,990	)		11,979
Electrical Power Systems		9,166			9,137			12,501			5,087
Engine Systems		7,586			4,882			3,912			2,074

Total	$	51,797		$	54,887		$	43,686		$	51,118

Earnings reconciliation:
Total segment earnings	$	51,797		$	54,887		$	43,686		$	51,118
Nonsegment expenses		(7,803	)		(23,594	)		(6,126	)		(9,055	)
Interest expense and income, net		(5,875	)		(6,486	)		(10,867	)		(9,270	)

Consolidated earnings before income taxes	$	38,119		$	24,807		$	26,693		$	32,793

Note:

The steam turbine product line was moved from Engine Systems to Turbine Systems in the fourth quarter of 2009. Segment information for all periods presented has been recast.

- end -


Delaware	0-8408	36-1984010

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1000 E Drake Road, Fort Collins, Colorado		80525

(Address of principal executive offices)		(Zip Code)

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


	COMPANY NAME
Date: November 18, 2009	By:	/s/ A. Christopher Fawzy
		Name:	A. Christopher Fawzy
		Title:	Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary


	Year Ended
	September 30, 2009
(Unaudited)	In Millions			Per Share

Items that decreased (increased) net earnings in 2009:

Purchase accounting — inventory	$	12.5
Less: income tax impact		(4.5	)

		8.0		$	0.12

Workforce management and other charges		16.6
Less: income tax impact		(5.8	)

		10.8			0.15

Favorable resolution — tax issues		(5.0	)		(0.07	)


Net decrease in net earnings	$	13.8		$	0.20