10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2006

OR

o 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 as specified in its charter)

Delaware	36-1984010
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5001 North Second Street, Rockford, Illinois 61125-7001
(Address of principal executive offices)

(815) 877-7441
(Registrant’s telephone number, including area code)

     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 þ No o

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

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of April 21, 2006, 34,588,677 shares of common stock with a par value of $.002917 cents per share were outstanding.

TABLE OF CONTENTS

			Page
PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements		1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32
	Item 4.	Controls and Procedures		32
PART II – OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
	Item 4.	Submission of Matters to a Vote of Security Holders		34
	Item 6.	Exhibits		35
SIGNATURES				36
Amendment of Article Fourth of the Articles of Incorporation
By-laws
Rule 13a-14(a)/15d-14(a) Certifications of Thomas A. Gendron
Rule 13a-14(a)/15d-14(a) Certifications of Robert F. Weber, Jr.
Section 1350 Certifications

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Earnings WOODWARD

	(Unaudited)
	Three months
	ended March 31,
(In thousands except per share amounts)	2006			2005
Net sales	$	208,917		$	210,619
Costs and expenses:
Cost of goods sold		152,027			157,520
Selling, general, and administrative expenses		25,257			19,559
Research and development costs		13,069			11,690
Amortization of intangible assets		1,758			1,780
Interest expense		1,305			1,525
Interest income		(598	)		(402	)
Other income		(1,163	)		(1,470	)
Other expense		85			127
Total costs and expenses		191,740			190,329
Earnings before income taxes		17,177			20,290
Income taxes		5,711			7,311
Net earnings	$	11,466		$	12,979
Earnings per share:
Basic	$	0.33		$	0.38
Diluted		0.32			0.37
Weighted-average number of shares outstanding:
Basic		34,508			34,170
Diluted		35,369			35,109
Cash dividends per share	$	0.10		$	0.0833

See accompanying Notes to Consolidated Financial Statements.

1

Consolidated Statements of Earnings WOODWARD

	(Unaudited)
	Six months
	ended March 31,
(In thousands except per share amounts)	2006			2005
Net sales	$	404,551		$	399,944
Costs and expenses:
Cost of goods sold		293,966			300,793
Selling, general, and administrative expenses		46,314			38,256
Research and development costs		24,979			22,295
Amortization of intangible assets		3,513			3,556
Interest expense		2,602			2,894
Interest income		(1,241	)		(1,037	)
Other income		(2,191	)		(6,371	)
Other expense		313			228
Total costs and expenses		368,255			360,614
Earnings before income taxes		36,296			39,330
Income taxes		12,403			14,356
Net earnings	$	23,893		$	24,974
Earnings per share:
Basic	$	0.69		$	0.73
Diluted		0.68			0.71
Weighted-average number of shares outstanding:
Basic		34,427			34,077
Diluted		35,269			35,016
Cash dividends per share	$	0.20		$	0.1633

See accompanying Notes to Consolidated Financial Statements.

2

Consolidated Balance Sheets WOODWARD

	(Unaudited)
	At March		At September
(In thousands except per share amounts)	31, 2006		30, 2005
Assets
Current assets:
Cash and cash equivalents	$	76,653	$	84,597
Accounts receivable, less allowance for losses of $2,313 for March and $1,965 for September		103,206		107,403
Inventories		156,663		149,336
Income taxes receivable		4,240		5,330
Deferred income taxes		20,992		18,700
Other current assets		3,645		4,207
Total current assets		365,399		369,573
Property, plant, and equipment – net		115,514		114,787
Goodwill		130,883		131,035
Other intangibles – net		75,033		78,564
Deferred income taxes		1,069		2,310
Other assets		9,122		9,197
Total assets	$	697,020	$	705,466

Consolidated balance sheets continued on next page.

3

Consolidated Balance Sheets – Continued WOODWARD

	(Unaudited)
	At March		At September
(In thousands except per share amounts)	31, 2006		30, 2005
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings	$	12,476	$	8,419
Current portion of long-term debt		14,413		14,426
Accounts payable		36,197		37,015
Accrued liabilities		48,692		68,647
Total current liabilities		111,778		128,507
Long-term debt, less current portion		60,188		72,942
Other liabilities		70,448		71,548
Commitments and contingencies
Shareholders’ equity represented by:
Preferred stock, par value $0.003 per share, authorized 10,000 shares, no shares issued		—		—
Common stock, par value $0.002917 per share, authorized 100,000 shares, issued 36,480 shares		106		106
Additional paid-in capital		29,729		25,854
Accumulated other comprehensive earnings		10,576		10,904
Deferred compensation		5,456		5,402
Retained earnings		442,576		425,568
		488,443		467,834
Less: Treasury stock, at cost, 1,891 shares for March and 2,154 shares for September		28,381		29,963
Treasury stock held for deferred compensation, at cost, 414 shares for March and September		5,456		5,402
Total shareholders’ equity		454,606		432,469
Total liabilities and shareholders’ equity	$	697,020	$	705,466

See accompanying Notes to Consolidated Financial Statements.

4

Consolidated Statements of Cash Flows WOODWARD

	(Unaudited)
	Six months
	ended March 31,
(In thousands)	2006			2005
Cash flows from operating activities:
Net earnings	$	23,893		$	24,974
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		14,752			16,722
Net gain on sale of property, plant, and equipment		(212	)		(257	)
Stock compensation expense		1,573			—
Excess tax benefits from stock compensation		(2,424	)		—
Deferred income taxes		(934	)		286
Reclassification of unrealized losses on derivatives to earnings		142			158
Changes in operating assets and liabilities:
Accounts receivable		3,880			838
Inventories		(7,567	)		(13,317	)
Accounts payable and accrued liabilities		(23,743	)		(5,717	)
Income taxes payable		5,539			(1,673	)
Other – net		1,114			6,264
Total adjustments		(7,880	)		3,304
Net cash provided by operating activities		16,013			28,278
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment		(12,982	)		(9,686	)
Proceeds from sale of property, plant, and equipment		557			853
Net cash used in investing activities		(12,425	)		(8,833	)
Cash flows from financing activities:
Cash dividends paid		(6,885	)		(5,567	)
Proceeds from sales of treasury stock		3,124			3,153
Purchases of treasury stock		(1,907	)		—
Excess tax benefits from stock compensation		2,424			—
Net borrowings (payments) from borrowings under revolving lines		4,106			(1,160	)
Payments of long-term debt		(12,576	)		—
Net cash used in financing activities		(11,714	)		(3,574	)
Effect of exchange rate changes on cash		182			258
Net change in cash and cash equivalents		(7,944	)		16,129
Cash and cash equivalents, beginning of year		84,597			48,895
Cash and cash equivalents, end of period	$	76,653		$	65,024
Supplemental cash flow information:
Interest paid	$	2,896		$	2,766
Income taxes paid		8,277			18,647

See accompanying Notes to Consolidated Financial Statements.

5

WOODWARD
Notes to consolidated Financial Statements (Continued)

(1) Overview:

The consolidated balance sheet as of March 31, 2006, the consolidated statements of earnings for the three and six-month periods ended March 31, 2006 and 2005, and the consolidated statements of cash flows for the six-month periods ended March 31, 2006 and 2005, were prepared by the company without audit. The September 30, 2005, consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. Information in this 10-Q report is based in part on estimates and is subject to year-end adjustments and audit. In our opinion, we have made all adjustments necessary to present fairly the company’s financial position as of March 31, 2006, the results of its operations for the three and six-month periods ended March 31, 2006 and 2005, and its cash flows for the six-month periods ended March 31, 2006 and 2005. All such adjustments were of a normal and recurring nature. The statements were prepared following the accounting policies described in the company’s 2005 annual report on Form 10-K and should be read with the notes to consolidated financial statements in the annual report. The consolidated statements of earnings for the three and six-month periods ended March 31, 2006, are not necessarily indicative of the results to be expected for other interim periods or for the full year.

A three-for-one stock split was approved by shareholders at the 2005 annual meeting of shareholders on January 25, 2006. The stock split became effective for shareholders at the close of business on February 1, 2006. The number of shares and per share amounts reported in these consolidated financial statements have been updated from amounts reported prior to February 1, 2006, to reflect the effects of the split.

(2) Stock-based compensation:

We have granted stock options to key management members and directors of the company. These options are generally granted with an exercise price equal to the market price of our stock at the date of grant, a four year graded vesting schedule, and a term of ten years. Vesting would be accelerated in the event of retirement, disability, or death of a participant, or change in control of the company.

Provisions governing our stock option grants are included in the 2006 Omnibus Incentive Plan and the 2002 Stock Option Plan. The 2006 Plan was approved by shareholders and became effective on January 25, 2006. No grants were issued in January 2006, and no further grants will be made under the 2002 Plan. The 2006 Plan made 3,705,000 shares available for grants made on or after January 25, 2006, to members and directors of the company, subject to annual award limits as specified in the Plan.

6

WOODWARD
Notes to consolidated Financial Statements (Continued)

We adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”, beginning October 1, 2005, using the modified prospective transition method. This statement requires us to measure the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award and to recognize cost over the requisite service period. Under the modified prospective transition method, financial statements for periods prior to the date of adoption are not adjusted for the change in accounting.

Prior to October 1, 2005, we used the intrinsic value method to account for stock-based employee compensation under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and therefore we did not recognize compensation expense in association with options granted at or above the market price of our common stock at the date of grant.

As a result of adopting the new standard, earnings before income taxes for the three months ended March 31, 2006, decreased by $695,000, and net earnings decreased by $431,000, or $0.01 per basic share and $0.01 per diluted share. These results reflect stock compensation expense of $695,000 and tax benefits of $264,000 for the period. Earnings before income taxes for the six months ended March 31, 2006, decreased by $1,573,000, and net earnings decreased by $975,000, or $0.03 per basic share and $0.03 per diluted share. These results reflect stock compensation expense of $1,573,000 and tax benefits of $598,000 for the period.

Adoption of the new standard also affected our consolidated statements of cash flows. The change is related to tax benefits associated with tax deductions that exceed the amount of compensation expense recognized in financial statements. For the six months ended March 31, 2006, cash flow from operating activities was reduced by $2,424,000 and cash flow from financing activities was increased by $2,424,000 from amounts that would have been reported if we had not adopted the new accounting standard.

Concurrent with our adoption of the new statement, we began to use the non-substantive vesting period approach for attributing stock compensation to individual periods. The nominal vesting period approach was used in determining the stock compensation expense for our pro forma net earnings disclosure for the three and six months ended March 31, 2005, presented in a table that follows. The change in the attribution method will not affect the ultimate amount of stock compensation expense recognized, but it has accelerated the recognition of such expense for non-substantive vesting conditions, such as retirement eligibility provisions. Under both approaches, we elected to recognize stock compensation on a straight-line basis for options with graded vesting schedules. As a result of the change in attribution method, earnings before income taxes for the three months ended March 31, 2006, were increased by approximately $2,000, and net

7

WOODWARD
Notes to consolidated Financial Statements (Continued)

earnings were increased by $1,000, which had no effect on basic and diluted earnings per share. Earnings before income taxes for the six months ended March 31, 2006 were reduced by approximately $268,000, and net earnings were reduced by $166,000, or $0.01 per basic share and $0.01 per diluted share.

The following table presents a reconciliation of reported net earnings and per share information to pro forma net earnings and per share information that would have been reported if the fair value method had been used to account for stock-based employee compensation last year:

	Three months			Six months
	ended March			ended March
(In thousands except per share amounts)	31, 2005			31, 2005
Reported net earnings	$	12,979		$	24,974
Stock-based compensation expense using the fair value method, net of income tax		(359	)		(703	)
Pro forma net earnings	$	12,620		$	24,271
Reported net earnings per share amounts:
Basic	$	0.38		$	0.73
Diluted		0.37			0.71
Pro forma net earnings per share amounts:
Basic	$	0.37		$	0.71
Diluted		0.36			0.70

The fair value for options granted during the six months ended March 31, 2006, and the year ended September 30, 2005, was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions by grant year:

	Six months			Year ended
	ended March			September
	31, 2006			30, 2005
Expected term	7 years			7 years
Expected volatility:
Range used		37	%		37% – 38	%
Weighted-average		37	%		37.7	%
Expected dividend yield:
Range used		1.73	%		1.65% – 1.73	%
Weighted-average		1.73	%		1.70	%
Risk-free interest rate:
Range used		4.48% – 4.57	%		3.98% – 4.18	%

Historical company information was the primary basis for the selection of the expected term, expected volatility, and expected dividend yield assumptions. The risk-free interest rate was selected based on yields from U.S. Treasury zero-coupon

8

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Notes to consolidated Financial Statements (Continued)

issues with a remaining term equal to the expected term of the options being valued. Changes in outstanding stock options for the six months ended March 31, 2006, were as follows:

				Weighted
				Average
				Exercise
	Number			Price
Balance at September 30, 2005		2,998,869		$	13.96
Options granted		365,400			27.01
Options exercised		(350,001	)		10.36
Balance at March 31, 2006		3,014,268		$	15.96

At March 31, 2006, there was $6,055,000 of unrecognized compensation cost related to nonvested awards, which we expect to recognize over a weighted-average period of 1.5 years. Information about stock options that are vested or are expected to vest and that are exercisable at March 31, 2006, follows:

					Weighted-
			Weighted-		Average		Aggregate
			Average		Remaining		Intrinsic
			Exercise		Life in		Value
Options	Number		Price		Years		($000’s)
Vested or expected to vest		2,922,687	$	15.73		5.6	$	51,217
Exercisable		2,062,367		12.82		4.2		42,130

The weighted-average grant-date fair value of options granted was $10.44 for the six months ended March 31, 2006, and $9.24 for the six months ended March 31, 2005. Other information for the three and six-month periods follows:

	Three months ended				Six months ended
	March 31,				March 31,
(In thousands)	2006		2005		2006		2005
Total fair value of shares vested	$	291	$	5	$	2,547	$	1,960
Total intrinsic value of options exercised		3,317		1,928		6,730		3,514
Cash received from exercises of stock options		2,369		1,547		3,112		3,084
Tax benefit realized from exercise of stock options		1,260		702		2,522		1,305

9

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Notes to consolidated Financial Statements (Continued)

(3) Earnings per share:

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands, except per share amounts)	2006		2005		2006		2005
Net earnings(A)	$	11,466	$	12,979	$	23,893	$	24,974
Determination of shares:
Weighted-average shares of common stock outstanding (B)		34,508		34,170		34,427		34,077
Assumed exercise of stock options		861		939		842		939
Weighted-average shares of common stock outstanding assuming dilution (C)	$	35,369	$	35,109	$	35,269	$	35,016
Earnings before cumulative effect of accounting change:
Basic per share amount (A/B)	$	0.33	$	0.38	$	0.69	$	0.73
Diluted per share amount (A/C)		0.32		0.37		0.68		0.71

The weighted-average shares of common stock outstanding included the weighted-average             shares held for deferred compensation obligations were as follows:

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands, except per share amounts)	2006		2005		2006		2005
Weighted-average shares held for deferred compensation		413,389		362,937		413,606		292,980

The following stock options were outstanding during the three and six months ended March 31, 2006 and 2005, but were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive:

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands, except per share amounts)	2006		2005		2006		2005
Options		410,400		375,654		644,874		375,771

(4) Inventories:

	At March		At September
(In thousands)	31, 2006		30, 2005
Raw materials	$	5,906	$	4,876
Component parts		96,591		97,429
Work in process		32,080		28,326
Finished goods		22,086		18,705
	$	156,663	$	149,336

10

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Notes to consolidated Financial Statements (Continued)

(5) Property, plant, and equipment:

	At March		At September
(In thousands)	31, 2006		30, 2005
Land	$	9,626	$	9,766
Buildings and equipment		155,202		153,567
Machinery and equipment		244,806		238,550
Construction in progress		2,145		4,905
		411,779		406,788
Less accumulated depreciation		296,265		292,001
Property, plant, and equipment — net	$	115,514	$	114,787

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands)	2006		2005		2006		2005
Depreciation expense	$	5,764	$	6,651	$	11,239	$	13,166

(6) Goodwill:

(In thousands)
Industrial Controls:
Balance at September 30, 2005	$	68,913
Foreign currency exchange rate changes		(152	)
Balance at March 31, 2006	$	68,761
Aircraft Engine Systems:
Balance at September 30, 2005 and March 31, 2006	$	62,122
Consolidated:
Balance at September 30, 2005	$	131,035
Foreign currency exchange rate changes		(152	)
Balance at March 31, 2006	$	130,883

11

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Notes to consolidated Financial Statements (Continued)

(7) Other intangibles — net:

	At March			At September
(In thousands)	31, 2006			30, 2005
Industrial Controls:
Customer relationships:
Amount acquired	$	37,387		$	37,387
Accumulated amortization		(10,114	)		(8,814	)
		27,273			28,573
Other:
Amount acquired		31,175			31,207
Accumulated amortization		(11,620	)		(10,194	)
		19,555			21,013
Total	$	46,828		$	49,586
Aircraft Engine Systems:
Customer relationships:
Amount acquired	$	28,547		$	28,547
Accumulated amortization		(7,454	)		(6,979	)
		21,093			21,568
Other:
Amount acquired		11,785			11,785
Accumulated amortization		(4,673	)		(4,375	)
		7,112			7,410
Total	$	28,205		$	28,978
Consolidated:
Customer relationships:
Amount acquired	$	65,934		$	65,934
Accumulated amortization		(17,568	)		(15,793	)
		48,366			50,141
Other:
Amount acquired		42,960			42,992
Accumulated amortization		(16,293	)		(14,569	)
		26,667			28,423
Total	$	75,033		$	78,564

Amortization expense associated with current intangibles is expected to be approximately $7,000,000 for 2006, $6,600,000 for 2007, $5,800,000 for 2008, $5,500,000 for 2009, and $5,300,000 for 2010.

(8) Accrued liabilities:

	At March		At September
(In thousands)	31, 2006		30, 2005
Salaries and other member benefits	$	13,634	$	40,629
Warranties		5,881		5,692
Taxes, other than on income		4,784		4,828
Other items – net		24,393		17,498
	$	48,692	$	68,647

12

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Notes to consolidated Financial Statements (Continued)

Salaries and other member benefits include accrued termination benefits totaling $4,935,000 at September 30, 2005. These accrued termination benefits were in Industrial Controls. Changes in accrued termination benefits for the six months ended March 31, 2006 were as follows:

(In thousands)
Balance at September 30, 2005	$	4,935
Expense:
Cost of goods sold		69
Selling, general, and administrative expenses		1
Payments and other settlements		(4,916	)
Accrual adjustments		—
Foreign currency exchange rate changes		(89	)
Balance at March 31, 2006	$	—

The amounts expensed during the six-month period were for termination benefits earned by members over the period and are primarily related to the consolidation of one of the European manufacturing operations with existing operations. This action was taken to streamline the organization by eliminating redundant manufacturing operations and is complete. The total expense for this action was $15,763,000, which included $12,010,000 for termination benefits, $1,800,000 for contractual pension termination benefits, and other costs primarily associated with moving equipment and inventory to other locations totaling $1,953,000. We do not anticipate additional expenditures related to this action.

Provisions of our sales agreements include product warranties customary to such agreements. We establish accruals for specifically identified warranty issues that are probable to result in future costs. We also accrue for warranty costs on a non-specific basis whenever past experience indicates a normal and predictable pattern exists. A reconciliation of accrued product warranties from September 30, 2005, to March 31, 2006, follows:

(In thousands)
Balance at September 30, 2005	$	5,692
Accruals related to warranties issued during the period		3,437
Adjustments to pre-existing warranty liabilities		(836	)
Settlements of amounts accrued		(2,394	)
Foreign currency exchange rate changes		(18	)
Balance at March 31, 2006	$	5,881

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Notes to consolidated Financial Statements (Continued)

(9) Retirement benefits:

We provide various benefits to eligible members of our company, including pension benefits associated with defined benefit plans and retirement healthcare benefits. Components of net periodic benefit cost and company contributions for these plans were as follows:

	Three months						Six months
	ended March 31,						ended March 31,
(In thousands)	2006			2005			2006			2005
Retirement pension benefits — United States:
Components of net periodic benefit cost:
Interest cost	$	286		$	270		$	571		$	540
Expected return on plan assets		(325	)		(272	)		(590	)		(544	)
Recognized losses		63			37			126			74
Net periodic benefit cost	$	24		$	35		$	107		$	70
Contributions by the company	$	—		$	—		$	—		$	—
Retirement pension benefits — other countries:
Components of net periodic benefit cost:
Service cost	$	308		$	505		$	619		$	1,009
Interest cost		551			536			1,085			1,075
Expected return on plan assets		(496	)		(528	)		(986	)		(1,058	)
Amortization of unrecognized transition obligation		23			26			46			51
Recognized losses		101			141			199			282
Recognized prior service costs		(2	)		(2	)		(4	)		(4	)
Net periodic benefit cost	$	485		$	678		$	959		$	1,355
Contributions by the company	$	190		$	351		$	597		$	705

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Notes to consolidated Financial Statements (Continued)

(9) Retirement benefits (continued):

	For the three						For the six
	months ended						months ended
	March 31,						March 31,
(In thousands)	2006			2005			2006			2005
Retirement healthcare benefits:
Components of net periodic benefit cost:
Service cost	$	96		$	663		$	191		$	1,326
Interest cost		676			1,112			1,378			2,209
Recognized losses		299			350			598			700
Recognized prior service costs		(630	)		(127	)		(1,260	)		(254	)
Net periodic benefit cost	$	441		$	1,998		$	907		$	3,981
Contributions by the company	$	824		$	498		$	1,268		$	921

We paid prescription drug benefits of $592,000 during the three months and $1,178,000 during the six months ended March 31, 2006. We expect to pay additional prescription drug benefits of approximately $1,100,000 for the year ending September 30, 2006. We are entitled to a federal subsidy under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. We did not receive a federal subsidy for the six months ended March 31, 2006, but we currently expect to receive $644,000 during the year ending September 30, 2006.

We expect contributions by the company for retirement pension benefits will be $0 in the United States and $2,072,000 in other countries in 2006. We also expect contributions by the company for retirement healthcare benefits will be $3,557,000 in 2006, less amounts received as federal subsidies.

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WOODWARD
Notes to consolidated Financial Statements (Continued)

(10) Accumulated other comprehensive earnings:

Accumulated other comprehensive earnings, which totaled $10,576,000 at March 31, 2006, consisted of the following items:

	At or for the
	six months ended
(In thousands)	March 31, 2006
Accumulated foreign currency translation adjustments:
Balance at beginning of year	$	14,575
Translation adjustments		(671	)
Taxes associated with translation adjustments		255
Balance at end of period	$	14,159
Accumulated unrealized derivative losses:
Balance at beginning of year	$	(661	)
Reclassification to interest expense		142
Taxes associated with interest reclassification		(54	)
Balance at end of period	$	(573	)
Accumulated minimum pension liability adjustments:
Balance at beginning and end of year	$	(3,010	)

(11) Total comprehensive earnings:

	Three months					Six months
	ended March 31,					ended March 31,
(In thousands)	2006		2005			2006			2005
Net earnings	$	11,466	$	12,979		$	23,893		$	24,974
Other comprehensive earnings:
Foreign currency translation adjustments		422		(1,206	)		(416	)		2,043
Reclassification of unrealized losses on derivatives to earnings		44		49			88			98
Minimum pension liability adjustment		—		—			—			4
Total comprehensive earnings	$	11,932	$	11,822		$	23,565		$	27,119

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WOODWARD
Notes to consolidated Financial Statements (Continued)

(12) Commitments and Contingencies:

We are currently involved in pending or threatened litigation or other legal proceedings regarding employment, product liability, and contractual matters arising from the normal course of business. We accrued for individual matters that we believe are likely to result in a loss when ultimately resolved using estimates of the most likely amount of loss, including accruals totaling $5,000,000 that were made in the three months ended March 31, 2006. There are also individual matters that we believe the likelihood of a loss when ultimately resolved is less than likely but more than remote, which were not accrued. While it is possible that there could be additional losses that have not been accrued, we currently believe the possible additional loss in the event of an unfavorable resolution of each matter is less than $10,000,000 in the aggregate.

Among the current legal proceedings referred to in the preceding paragraph, we are a defendant in a class action lawsuit filed in the U.S. District Court for Northern District of Illinois and received findings of the U.S. Equal Employment Opportunity Commission that allege discrimination on the basis of race, national origin, and gender in our Winnebago County, Illinois, facilities. We believe there are meritorious defenses to the charges and claims that were asserted and, based on management’s judgment, we are pursuing the actions necessary to resolve these matters in the best interest of our shareholders.

We also file income tax returns in various jurisdictions worldwide, which are subject to audit. We have accrued for our estimate of the most likely amount of expenses that we believe will result from income tax audit adjustments.

We do not recognize contingencies that might result in a gain until such contingencies are resolved and the related amounts are realized.

In the event of a change in control of the company, we may be required to pay termination benefits to certain executive officers.

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WOODWARD
Notes to consolidated Financial Statements (Continued)

(13) Segment information:

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands)	2006		2005		2006		2005
Industrial Controls:
External net sales	$	132,030	$	136,031	$	256,489	$	258,386
Intersegment sales		484		272		848		470
Segment earnings		13,107		10,095		24,652		15,150
Aircraft Engine Systems:
External net sales	$	76,887	$	74,588	$	148,062	$	141,558
Intersegment sales		1,059		1,360		2,114		1,812
Segment earnings		16,054		15,922		30,866		34,234

The difference between the total of segment earnings and the statements of consolidated earnings follows:

	Three months						Six months
	ended March 31,						ended March 31,
(In thousands)	2006			2005			2006			2005
Total segment earnings	$	29,161		$	26,017		$	55,518		$	49,384
Unallocated corporate expenses		(11,277	)		(4,604	)		(17,861	)		(8,197	)
Interest expense and income		(707	)		(1,123	)		(1,361	)		(1,857	)
Consolidated earnings before income taxes	$	17,177		$	20,290		$	36,296		$	39,330

Segment assets were as follows:

	At March		At September
(In thousands)	31, 2006		30, 2005
Industrial Controls	$	363,435	$	370,220
Aircraft Engine Systems		214,874		208,140

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations. This discussion should be read with the consolidated financial statements.

Overview

Our business is focused on the design, manufacture, and servicing of energy control systems and components for aircraft and industrial engines and turbines. To penetrate our target markets — power generation, process industries, transportation, and aerospace — our strategy focuses on maintaining and developing technologies that are used in the development of components and integrated systems for power equipment used by customers worldwide.

We have two operating segments — Industrial Controls and Aircraft Engine Systems. Industrial Controls is focused on the technologies, components, integrated systems, power equipment, and customers for industrial markets, which includes power generation, process industries, and transportation. Aircraft Engine Systems is focused on the technologies, components, integrated systems, power equipment, and customers for the aerospace market. We use segment information internally to assess the performance of each segment and to make decisions on the allocation of resources.

Industrial Controls’ earnings have improved significantly for the second quarter and first six months as compared to the same periods a year ago, due to a favorable sales mix and productivity improvements. As a percent of sales, Industrial Controls’ segment earnings were 9.6% in the first six months this year compared to 5.9% in the same period last year. Improving Industrial Controls’ profitability has been a priority for us for several quarters. Perhaps the most visible action has been the consolidation of operations in Europe, which was completed at the end of March 2006.

Aircraft Engine Systems’ earnings were slightly improved from last year’s second quarter results. For the six-month period, Aircraft Engine Systems’ earnings decreased $3.4 million; however, its first quarter results last year included a $3.8 million gain on the sale of product rights.

Nonsegment expenses for the second quarter and first six months included $5.0 million for accruals related to pending legal matters, higher level of professional services, and a change in accounting for stock-based compensation. We adopted new accounting rules for stock-based compensation at the beginning of this year. If we had applied the provisions of the new accounting rules last year, our earnings before

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income taxes and net earnings would have decreased $0.6 million in last year’s second fiscal quarter and $1.1 million in last year’s first six months. These decreases are equivalent to net earnings reductions of $0.4 million, or $0.01 per diluted share, in last year’s second fiscal quarter and $0.7 million, or $0.01 per diluted share, in last year’s first six months.

At March 31, 2006, our total assets were $697 million, including $77 million in cash and cash equivalents, and our total debt was $87 million. We are well positioned to fund expanded research and development and to explore other investment opportunities consistent with our focused strategies.

The financial statements that are filed as part of this Form 10-Q reflect the effects of the three-for-one stock split that became effective during our second fiscal quarter. Shareholders approved the split in January 2006.

In the sections that follow, we are providing information to help you better understand factors that may affect our future results, our critical accounting policies and market risks, our results of operations, and financial condition.

Factors That May Affect Future Results

This Form 10-Q contains forward-looking statements, including:

• Projections of sales, earnings, cash flows, or other financial items;

• Descriptions of our plans and objectives for future operations;

• Forecasts of future economic performance; and

• Descriptions of assumptions underlying the above items.

Forward-looking statements do not reflect historical facts. Rather, they are statements about future events and conditions and often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions. Such statements reflect our expectations about the future only as of the date they are made. We are not obligated to, and we might not, update our forward-looking statements to reflect changes that occur after the date they are made. Furthermore, actual results could differ materially from projections or any other forward-looking statement regardless of when they are made.

Important factors that could individually, or together with one or more other factors, affect our business, results of operations and/or financial condition are in the management’s discussion and analysis in our 2005 annual report on Form 10-K for the year ended September 30, 2005.

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Critical Accounting Policies

We consider the accounting policies used in preparing our financial statements to be critical accounting policies when they are both important to the portrayal of our financial condition and results of operations, and require us to make difficult, subjective, or complex judgments. Critical accounting policies normally result from the need to make estimates about the effect of matters that are inherently uncertain. Management has discussed the development and selection of our critical accounting policies with the audit committee of the company’s Board of Directors. In each of the areas that were identified as critical accounting policies, our judgments, estimates, and assumptions are impacted by conditions that change over time. As a result, in the future there could be changes in our assets and liabilities, increases or decreases in our expenses, and additional losses or gains that are material to our financial condition and results of operations. Our critical accounting policies are discussed more fully in the management’s discussion and analysis in our 2005 annual report on Form 10-K for the year ended September 30, 2005.

Market Risks

Our long-term debt is sensitive to changes in interest rates. Also, assets, liabilities, and commitments that are to be settled in cash and are denominated in foreign currencies for transaction purposes are sensitive to changes in currency exchange rates. These market risks are discussed more fully in the management’s discussion and analysis in our 2005 annual report on Form 10-K for the year ended September 30, 2005.

Results of Operations

Sales

	Three months				Six months
	ended March 31,				ended March 31,
(In thousands)	2006		2005		2006		2005
External net sales:
Industrial Controls	$	132,030	$	136,031	$	256,489	$	258,386
Aircraft Engine Systems		76,887		74,588		148,062		141,558
Consolidated net sales	$	208,917	$	210,619	$	404,551	$	399,944

Aircraft Engine Systems’ external net sales increased in both the three months and six months ended March 31, 2006. Boeing and Airbus, the leading OEMs of narrow- and wide-body aircraft, have both increased their production levels. We believe these increases were largely driven by orders from commercial airlines headquartered in Asia. We also believe higher revenue passenger miles are being experienced by

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commercial airlines generally, which drives aircraft usage and has a positive effect on our aftermarket sales.

Industrial Controls’ external net sales decreased in both the three months and six months ended March 31, 2006. While shipment volumes increased for many of our products, we experienced fewer shipments of combustion systems for large industrial turbines used in power generation, particularly in the second quarter. We believe these decreases were related to normal variability in demand, and that power generation improvement projects in Asia and Eastern Europe will continue to drive increases in the market for power generation products. We also experienced lower sales of alternative fuel systems that are sold to Chinese OEMs, which we believe is related to the production and ordering patterns typical in the Chinese market. Customers in China have shown a tendency to batch their orders and engine production in such a manner that results in greater quarterly variability than is typical among customers in other markets. Aside from volume factors, changes in foreign currency translation rates also had the effect of reducing reported sales this year as compared to a year ago.

Costs and Expenses

	Three months						Six months
	ended March 31,						ended March 31,
(In thousands)	2006			2005			2006			2005
Cost of goods sold	$	152,027		$	157,520		$	293,966		$	300,793
Sales, general, and administrative expenses		25,257			19,559			46,314			38,256
Research and development costs		13,069			11,690			24,979			22,295
All other expense items		3,148			3,432			6,428			6,678
Interest and other income		(1,761	)		(1,872	)		(3,432	)		(7,408	)
Consolidated costs and expenses	$	191,740		$	190,329		$	368,255		$	360,614

Cost of goods sold decreased in both the three months and six months ended March 31, 2006, as compared to the same periods last year. Cost of goods sold represented 72.8% of sales in the three-month period and 72.7% in the six-month period, both improvements from the prior year in which cost of goods sold represented 74.8% in the three-month period and 75.2% in the six-month period. We attribute the improvement to normal variability in sales mix and productivity improvements, including the favorable effects of the consolidation of European operations and other actions taken to improve Industrial Controls’ performance.

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Sales, general, and administrative expenses increased in both the three months and six months ended March 31, 2006, as compared to the same periods last year. The increase was primarily due to second quarter accruals totaling $5.0 million related to pending legal matters of a contingent nature, a higher level of professional services as compared to a year ago, and a change in accounting for stock-based compensation. The extent to which we use professional services varies on a quarterly basis, and expenses are recognized in the period services are provided. Contingencies and stock-based compensation are discussed more fully in separate sections of this management’s discussion and analysis.

Research and development increased in both the three months and six months ended March 31, 2006, as compared to the same periods last year, reflecting higher levels of development activity in both segments. Among other programs, Aircraft Engine Systems is developing components and the integrated fuel system for the new GEnx turbofan engine for the Boeing 787, Airbus A350, and Boeing 747-8, and components for the GE Rolls-Royce F136 engine and T700-GE-701D engine for use in military applications. Industrial Controls is also developing products in conjunction with customers’ development programs, as well as developing products for the turbine auxiliary market. Turbine auxiliary applications offer multiple opportunities to leverage our existing hydraulic and electric actuation and valve technologies for off-engine applications.

Interest and other income decreased in the six-month period ended March 31, 2006, as compared to the same period last year. Last years’ six-month results included a first quarter pre-tax gain of $3.8 million from the sale of rights to our aircraft propeller synchronizer products to an unrelated third party.

Stock-Based Compensation

We adopted a new accounting standard for stock-based compensation beginning October 1, 2005 – Statement of Financial Accounting Standards No. 123R, “Share-Based Payment.” This standard requires us to measure employee compensation made in the form of stock-based instruments at the grant-date fair value of the stock-based award and to recognize the compensation over the requisite service period. Upon adoption, we used the modified prospective application transition method, under which prior periods are not restated in the financial statements.

Prior to October 1, 2005, we used the intrinsic value method to account for stock-based employee compensation under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and therefore we did not recognize compensation expense in association with options

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granted at or above the market price of our common stock at the date of grant.

The effect of adopting the new accounting standard on earnings for the three months ended March 31, 2006, was that earnings before income taxes were reduced by $0.7 million and net earnings were reduced by $0.4 million, or $0.01 per basic share and $0.01 per diluted share. The effect for the six months ended March 31, 2006, was that earnings before income taxes were reduced by $1.6 million and net earnings were reduced by $1.0 million, or $0.03 per basic share and $0.03 per diluted share. Stock compensation is accounted for as a nonsegment expense. We expect stock compensation expense in the immediate future to be at levels similar to the amount recognized in the first six months.

If we had applied the provisions of the new accounting standard last year, our earnings before income taxes for the three months ended March 31, 2005, would have been reduced by $0.6 million and our net earnings would have been reduced by $0.4 million, or $0.01 per basic share and $0.01 per diluted share. For the six months ended March 31, 2005, our earnings before income taxes would have been reduced by $1.1 million and our net earnings would have been reduced by $0.7 million, or $0.02 per basic share and $0.02 per diluted share.

Adoption of the new accounting standards also affected our presentation of cash flows. The change is related to tax benefits associated with tax deductions that exceed the amount of compensation expense recognized in financial statements. For the six months ended March 31, 2006, cash flow from operations was reduced by $2.4 million and cash flow from financing activities was increased by $2.4 million from amounts that would have been reported prior to the accounting change.

At March 31, 2006, the amount of stock compensation expense that has not yet been recognized totaled $6.1 million. This amount is related to stock options that have been granted but have not yet vested. We currently expect to recognize an additional $1.4 million of stock compensation for these options over the remainder of the year ending September 30, 2006.

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Workforce Management Actions

	Three months					Six months
	ended March 31,					ended March 31,
(In thousands)	2006		2005			2006		2005
Member termination benefits — Industrial Controls	$	—	$	384		$	70	$	872
Member termination benefits adjustments — Industrial Controls		—		(2,115	)		—		(2,115	)
Total workforce management costs, net of adjustments	$	—	$	(1,731	)	$	70	$	(1,243	)

The amounts expensed during the six months ended March 31, 2006, were for termination benefits earned by members over the period and are primarily related to the consolidation of one of the European manufacturing operations with existing operations in Industrial Controls. This action was taken to streamline the organization by eliminating redundant manufacturing operations and was complete by March 31, 2006. These actions are discussed more fully in the management’s discussion and analysis in our 2005 annual report on Form 10-K for the year ended September 30, 2005.

The 2005 costs, which are related to the same actions referenced in the preceding paragraph, were for termination benefits that were earned by members during the three and six-month periods ended March 31, 2005, and for adjustments of amounts previously accrued for the actions. The accrual adjustments were made as a result of changes in estimates for termination benefits payable because of voluntary member resignations, the transfer of members to a third-party distributor, and more members electing early retirement options at a lower cost.

Since the inception of these workforce management actions through March 31, 2006, we expensed $15.8 million, which includes $12.0 million for member termination benefits under ongoing termination benefit plans, $1.8 million of contractual pension termination benefits, and $2.0 million for other costs primarily associated with moving equipment and inventory to other locations. With the exception of the $1.8 million for contractual pension termination benefits, all expenses were cash expenses that have been or will be paid from available cash balances in 2005 and 2006 without the need for additional borrowings.

Although it is difficult to precisely estimate the savings that are uniquely related to these actions, we believe that current expense levels are $9.0 million to $11.0 million lower than they would have been prior to the actions. The lower expenses are primarily related to reductions in

25

personnel costs, although savings in travel and other costs associated with the reduced headcount have also been realized. Of the total savings, approximately 90% affects cost of goods sold and 10% selling, general, and administrative expenses. The effect of these actions is considered as part of our outlook for the year, which is discussed more fully in a separate section of this management’s discussion and analysis.

Earnings

	Three months						Six months
	ended March 31,						ended March 31,
(In thousands)	2006			2005			2006			2005
Segment earnings:
Industrial Controls	$	13,107		$	10,095		$	24,652		$	15,150
Aircraft Engine Systems		16,054			15,922			30,866			34,234
Total segment earnings		29,161			26,017			55,518			49,384
Nonsegment expenses		(11,277	)		(4,604	)		(17,861	)		(8,197	)
Interest expense and income		(707	)		(1,123	)		(1,361	)		(1,857	)
Consolidated earnings before income taxes		17,177			20,290			36,296			39,330
Income taxes		5,711			7,311			12,403			14,356
Consolidated net earnings	$	11,466		$	12,979		$	23,893		$	24,974

Industrial Controls’ segment earnings increased in both the three months and six months ended March 31, 2006, as compared to the same periods last year. In addition, Industrial Controls’ workforce management actions resulted in the net reductions of $1.7 million of expense in last year’s second quarter and $1.2 million of expense in last year’s first six months. Without these reductions last year, the year-over-year increase in earnings would have been higher. These reductions are discussed more fully in a separate section of this management’s discussion and analysis.

Changes in sales mix, higher sales levels for the six-month period, and productivity improvements were the primary drivers for the increase in earnings this year over last year. Industrial Controls had a higher gross margin (external net sales less external cost of goods sold) as a percent of sales in both the three-month and six-month periods this year. We attribute the change in Industrial Controls’ sales mix to normal variation in the timing of shipments and the productivity improvements to specific actions taken to improve Industrial Controls’ performance, including the favorable effects of the consolidation of European operations.

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Aircraft Engine Systems’ segment earnings increased slightly in the three months ended March 31, 2006, and decreased in the six months ended March 31, 2006, as compared to the same periods last year. Last year’s six-month earnings included a gain of $3.8 million from the sale of product rights, accounting for most of the year-over-year change. In addition, Aircraft Engine Systems has achieved higher gross margins this year in both the three and six-month periods as a result of increased sales, which have been largely offset by higher research and development costs. The increase in Aircraft Engine Systems’ research and development costs was discussed more fully in a separate section of this management’s discussion and analysis.

Nonsegment expenses increased in both the three months and six months ended March 31, 2006, as compared to the same period a year ago. In the second quarter, we accrued $5.0 million related to pending legal matters of a contingent nature. Contingencies are discussed more fully in separate sections of this management’s discussion and analysis. In addition, nonsegment expenses have increased because of a higher level of professional services this year as compared to a year ago and a change in accounting for stock-based compensation. The level of professional services varies on a quarterly basis, and expenses are recognized in the period services are provided. Stock-based compensation is discussed more fully in a separate section of this management’s discussion and analysis.

Income taxes were provided at an effective rate on earnings before income taxes of 34.2% for the six months ended March 31, 2006. The change in the rate from the first quarter, which was 35.0%, was made to reflect our current full year outlook on the mix of earnings by tax jurisdiction.

The tax rate for the year ended September 30, 2005, was 29.2%. The change in the effective tax rate from last year’s full year rate to this year’s six-month rate was attributable to the following (as a percent of earnings before income taxes):

•	Change in estimates of taxes in the year ended September 30, 2005 for previous years	2.5	%
•	Expiration of tax credit for increasing research activities (expired on December 31, 2005)	1.3	%
•	Phase-out of the extraterritorial income exclusion	1.1	%
•	Other changes, net	0.1	%

Income taxes in fiscal year 2005 were affected by changes in estimates of income taxes for previous years, which resulted from increases in the amounts of certain credits claimed and changes in the amount of certain deductions taken.

Among the other changes in our effective tax rate were the effects of changes in the relative mix of earnings by tax jurisdiction, which affects the comparison of foreign and

27

state income tax rates relative to the United States federal statutory rate.

Outlook: Our outlook for the year ending September 30, 2006, is consistent with what we previously reported, with sales growth of 3% to 6% and earnings per share of $1.67 to $1.75 per diluted share, before the effects of accruals totaling $5.0 million on a pretax basis for pending legal matters that were recognized in our second quarter.

Our sales growth expectation is based on our belief that Aircraft Engine Systems’ sales will grow between 7% and 9%. We now believe Industrial Controls’ sales will be approximately the same as last year.

Our earnings expectation is a result of the expected sales increase and improvements in Industrial Controls’ segment earnings. We anticipate that Industrial Controls’ segment earnings will increase to approximately 10% of sales on average for fiscal year 2006. Among other factors, the improvement in Industrial Controls’ earnings includes savings resulting from the consolidation of our European operations, which were discussed more fully in another section of this management’s discussion and analysis. Aircraft Engine Systems’ segment earnings are expected to remain near the levels achieved in the last two years in relation to its sales.

Our net earnings expectation for the year includes expense for stock compensation that resulted from the adoption of a new accounting standard at the beginning of the year. Had we adopted the provisions of the new standard last year, our net earnings for the year ended September 30, 2005, would have decreased by $0.03 per diluted share. Stock compensation is discussed more fully in a separate section of this management’s discussion and analysis.

Financial Condition

Assets

	March 31,		September 30,
(In thousands)	2006		2005
Industrial Controls	$	363,435	$	370,220
Aircraft Engine Systems		214,874		208,140
Nonsegment assets		118,711		127,106
Consolidated total assets	$	697,020	$	705,466

Industrial Controls’ segment assets decreased in the six months ended March 31, 2006, due primarily to lower accounts receivable and intangible balances. Accounts receivable were lower due to normal variations in the timing of billings and collections that occurred near the end of March as opposed to the end of September. Intangibles were reduced as a result of normal amortization.

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Aircraft Engine Systems’ segment assets increased in the six months ended March 31, 2006, primarily due to increases in inventories, which are being held in anticipation of higher levels of sales.

Nonsegment assets decreased in the six months ended March 31, 2006, primarily because of decreases in cash and cash equivalents. Changes in cash for the quarter are discussed more fully in a separate section of this management’s discussion and analysis.

Other Balance Sheet Measures

	March 31,		September 30,
(In thousands)	2006		2005
Working capital	$	253,621	$	241,066
Long-term debt, less current portion		60,188		72,942
Other liabilities		70,448		71,548
Shareholders’ equity		454,606		432,469

Working capital (current assets less current liabilities) increased in the six months ended March 31, 2006, primarily as a result of a decrease in accrued liabilities, the effect of which was partially offset by a reduction in cash and cash equivalents. Accruals associated with variable compensation plans accumulate throughout the year and are paid in our first quarter. Similarly, accruals associated with certain defined benefit retirement plan contributions accumulate throughout the year and are paid in our second quarter.

Long-term debt decreased in the six months ended March 31, 2006, as a result of payments during the period. We currently have a revolving line of credit facility with a syndicate of U.S. banks totaling $100 million, with an option to increase the amount of the line to $175 million if we choose. The line of credit facility expires on March 11, 2010. In addition, we have other line of credit facilities, which totaled $26.4 million at September 30, 2005, that are generally reviewed annually for renewal.

Provisions of debt agreements include covenants customary to such agreements that require us to maintain specified minimum or maximum financial measures and place limitations on various investing and financing activities. The agreements also permit the lenders to accelerate repayment requirements in the event of a material adverse event. Our most restrictive covenants require us to maintain a minimum consolidated net worth, a maximum consolidated debt to consolidated operating cash flow, and a maximum consolidated debt to EBITDA, as defined in the agreements. We were in compliance with all covenants at March 31, 2006.

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Commitments and contingencies at March 31, 2006, include various matters arising from the normal course of business. We are currently involved in pending or threatened litigation or other legal proceedings regarding employment, product liability, and contractual matters. We accrued for individual matters that we believe are likely to result in a loss when ultimately resolved using estimates of the most likely amount of loss, including accruals totaling $5,000,000 that were made in the three months ended March 31, 2006. There are also individual matters that we believe the likelihood of a loss when ultimately resolved is less than likely but more than remote, which were not accrued. While it is possible that there could be additional losses that have not been accrued, we currently believe the possible additional loss in the event of an unfavorable resolution of each matter is less than $10 million in the aggregate.

Among the current legal proceedings referred to in the preceding paragraph, we are a defendant in a class action lawsuit filed in the U.S. District Court for Northern District of Illinois and received findings of the U.S. Equal Employment Opportunity Commission that allege discrimination on the basis of race, national origin, and gender in our Winnebago County, Illinois, facilities. We believe there are meritorious defenses to the charges and claims that were asserted and, based on management’s judgment, we are pursuing the actions necessary to resolve these matters in the best interest of our shareholders.

We file income tax returns in various jurisdictions worldwide, which are subject to audit. We have accrued for our estimate of the most likely amount of expense that we believe will result from income tax audit adjustments.

We do not recognize contingencies that might result in a gain until such contingencies are resolved and the related amounts are realized.

In the event of a change in control of the company, we may be required to pay termination benefits to certain executive officers.

Shareholders’ equity increased in the six months ended March 31, 2006. Increases due to net earnings, sales of treasury stock, stock compensation expense, and excess tax benefits from stock compensation during the six months were partially offset by cash dividend payments and purchases of treasury stock.

On January 26, 2005, the Board of Directors authorized the repurchase of up to $30 million of our outstanding shares of common stock on the open market and private transactions over a three-year period. Through March 31, 2006, we purchased $8.3 million of our common stock under this authorization.

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A three-for-one stock split was approved by shareholders at the 2005 annual meeting of shareholders on January 25, 2006. This stock split became effective for shareholders at the close of business on February 1, 2006. The effects of the stock split are reflected in the financial statements filed as part of this Form 10-Q.

Contractual Obligations

(In thousands for the			2007/		2009/
year(s) ending September 30,)	2006		2008		2010		Thereafter
Long-term debt principal	$	14,426	$	28,852	$	21,428	$	21,429
Operating leases		3,600		5,000		3,000		2,000
Purchase obligations		76,357		1,070		—		—

The above table reflects contractual obligations at September 30, 2005, but excludes our retirement pension and retirement healthcare benefit obligations. Our contributions to retirement pension benefit plans totaled $1.8 million in 2005 and $3.1 million in 2004, and we currently expect our contributions for 2006 will total approximately $2.1 million. Pension contributions in future years will vary as a result of a number of factors, including actual plan asset returns and interest rates.

Our contributions to retirement healthcare benefit obligations totaled $2.4 million in 2005 and $2.6 million in 2004, and we currently estimate our contributions for 2006 will total approximately $3.6 million, less the amount of federal subsidies associated with our prescription drug benefits that we receive. Retirement healthcare contributions are made on a “pay-as-you-go” basis as payments are made to healthcare providers, and such contributions will vary as a result of changes in the future cost of healthcare benefits provided for covered retirees.

More information about our retirement benefit obligations is included in Notes to Consolidated Financial Statements in “Item 1 – Financial Statements.”

We enter into purchase obligations with suppliers in the normal course of business, on a short-term basis.

Cash Flows

	Six months
	ended March 31,
(In thousands)	2006			2005
Net cash provided by operating activities	$	16,013		$	28,278
Net cash used in investing activities		(12,425	)		(8,833	)
Net cash used in financing activities		(11,714	)		(3,574	)

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Net cash flows provided by operating activities decreased by 43% in the six months ended March 31, 2006, as compared to the same period a year ago. Both operating cash receipts and disbursements increased in the six months this year compared to last year. However, cash paid to employees and suppliers increased at a greater rate than cash collected from customers, most significantly because variable compensation earned in 2005 and paid in 2006 was higher than variable compensation earned in 2004 and paid in 2005.

Net cash flows used in investing activities increased by $3.6 million in the six months ended March 31, 2006, as compared to the same period a year ago as a result of higher capital expenditures.

Net cash flows used in financing activities increased by $8.1 million in the six months ended March 31, 2006, as compared to the same period a year ago. Changes in payments associated with senior notes, which became payable for the first time in this year’s six-month period, more than offset net changes in short-term borrowings.

On January 26, 2005, the Board of Directors authorized the repurchase of up to $30 million of our common stock on the open market and private transactions over a three-year period. Approximately $21.7 million of shares may yet be purchased under this authorization at March 31, 2006.

Outlook: Future cash flows from operations and available revolving lines of credit are expected to be adequate to meet our cash requirements over the next twelve months. Payments of our senior notes, which totaled $64.3 million at March 31, 2006, are due over the 2007 — 2012 timeframe. Also, we have a $100 million line of credit facility that includes an option to increase the amount of the line up to $175 million that does not expire until March 11, 2010. Despite these factors, it is possible business acquisitions could be made in the future that would require amendments to existing debt agreements and the need to obtain additional financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our long-term debt is sensitive to changes in interest rates. Also, assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies are sensitive to changes in currency exchange rates. These market risks are discussed more fully in the management’s discussion and analysis in our 2005 annual report on Form 10-K for the year ended September 30, 2005.

Item 4. Controls and Procedures

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities

32

and Exchange Commission’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Act is accumulated and communicated to management, including our principal executive officer (Thomas A. Gendron, president and chief executive officer) and principal financial officer (Robert F. Weber, Jr., chief financial officer and treasurer), as appropriate to allow timely decisions regarding required disclosures.

Thomas A. Gendron, our president and chief executive officer, and Robert F. Weber, Jr., our chief financial officer and treasurer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on their evaluation, they concluded that our disclosure controls and procedures were effective in achieving the objectives for which they were designed as described in the preceding paragraph.

Furthermore, there have been no changes in our internal control over financial reporting during the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(In thousands)

					(c) Total		(d)
					number of		Approximate
					shares		dollar value
					purchased		of shares
					as part of		that may yet
	(a) Total				publicly		be purchased
	number of		(b) Average		announced		under the
	shares		price paid		plans or		plans or
Period	purchased		per share		programs		programs
January 1, 2006 through January 31, 2006		2,409	$	29.90		2,409	$	21,604,682
February 1, 2006 through February 28, 2006		—		—		—	$	21,604,682
March 1, 2006 through March 31, 2006		1,245		—		—	$	21,604,682

33

The shares purchased in March were purchased on the open market and are related to the reinvestment of dividends for treasury shares held for deferred compensation.

On January 26, 2005, the Board of Directors authorized the repurchase of up to $30 million of our outstanding shares of common stock on the open market and private transactions over a three-year period. There have been no terminations or expirations since the approval date.

Sales of common stock issued from treasury to one of the company’s directors during the six months ended March 31, 2006, consisted of the following:

	Total number
	of shares		Consideration
Date	purchased		received
December 2, 2005		297	$	8,019
February 1, 2006		132		4,004

The securities were sold in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.

Item 4. Submission of Matters to a Vote of Security Holders

Four matters were submitted to a vote of shareholders at the January 25, 2006 Annual Meeting of Shareholders. The results of the voting were as follows:

							Broker
	For		Against		Abstain		Non-votes
1. Election of Directors:
Paul Donovan		10,151,856		365,007		—		—
Thomas A. Gendron		10,102,330		414,533		—		—
John A. Halbrook		10,137,615		379,248		—		—
2. Ratification of the Appointment of Independent Registered Public Accounting Firm		10,390,534		84,129		42,200	None
3. Approval of the Woodward Governor Company 2006 Omnibus Incentive Plan		7,733,702		1,600,478		170,028		1,012,655

34

							Broker
	For		Against		Abstain		Non-votes
4. Amendment of Article Fourth of the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 50,000,000 to 100,000,000 As Well As to Effect a Three-For-One Stock Split of the Common Stock		10,005,194		472,029		39,640	None

Item 6. Exhibits

(a) Exhibits Filed as Part of this Report:

(3	)	(i)	Amendment of Article Fourth of the Articles of Incorporation
		(ii)	By-laws
(31	)	(i)	Rule 13a-14(a)/15d-14(a) certifications of Thomas A. Gendron.
		(ii)	Rule 13a-14(a)/15d-14(a) certifications of Robert F. Weber, Jr.
(32	)	(i)	Section 1350 certifications.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WOODWARD GOVERNOR COMPANY
Date: April 28, 2006	/s/ THOMAS A. GENDRON
	Thomas A. Gendron, Chairman and Chief Executive Officer
Date: April 28, 2006	/s/ ROBERT F. WEBER, JR.
	Robert F. Weber, Jr., Chief Financial Officer and Treasurer

36

EX-3.I

Woodward
Exhibit (3) (i) Amendment to Article Fourth of the Certificate of Incorporation

Amendment to Article FOURTH of the Certificate of Incorporation of the Corporation was approved by shareholders of the Corporation on January 25, 2006 to read as follows:

     “FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 110,000,000, of which 100,000,000 shares shall be Common Stock with a par value of $0.00291 per share, and 10,000,000 shares shall be Preferred Stock with a par value of $0.003 per share.

     “The Preferred Stock may be issued from time to time in one or more series, with each such series to consist of such number of shares and to have such voting powers (whether less than, equal to or greater than one vote per share), or limited voting powers or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors, and the Board of Directors is expressly vested with authority to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock without a vote of the holders of the shares of Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the resolution or resolutions of the Board of Directors providing for the issue of the series of Preferred Stock.”

EX-3.II

Woodward
Exhibit (3) (ii) By-laws

BYLAWS

OF

WOODWARD GOVERNOR COMPANY

as amended through January 25, 2006

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 1 of 12

ARTICLE I
Offices

SECTION 1.1. REGISTERED OFFICE

The registered office shall be established and maintained as prescribed in the Certificate of Incorporation of the Corporation.

SECTION 1.2. OTHER OFFICES

The corporation may have other offices, either within or outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
Meetings of Stockholders

SECTION 2.1. PLACE OF MEETINGS

All meetings of the stockholders for the election of directors shall be held in the City of Rockford, State of Illinois, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Illinois as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Illinois, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2. ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting shall be held, in each year, commencing in 1999, by the third Wednesday following January 2 at 10:00 A.M., local time, or such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.3. VOTING

Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these bylaws shall, except as otherwise provided by the Certificate of Incorporation, be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.

SECTION 2.4. LIST OF STOCKHOLDERS

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.5. QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 2 of 12

SECTION 2.6. SPECIAL MEETINGS

Special meetings of the stockholders for any proper purpose or purposes may be called by the Board of Directors or by the Chairman of the Board of Directors, and shall be called upon a request in writing therefore stating the purpose or purposes thereof signed by the holders of two-thirds of the outstanding shares of Common Stock of the Corporation.

SECTION 2.7. NOTICE OF MEETINGS

Except as otherwise provided by law, written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation either personally or by mail, not less than ten nor more than sixty days before the date of the meeting. If mailed, such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 2.8. NOMINATIONS FOR DIRECTOR

Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Nominations other than those made by the Board of Directors shall be made by notice in writing, delivered or mailed by registered or certified United States mail, return receipt requested, postage prepaid, to the Secretary of the Corporation, not less than 20 days nor more than 50 days prior to any meeting of stockholders called for the election of directors; provided, however, if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, not later than the close of business on the seventh day following the day on which the notice of meeting was mailed to the stockholders. Each such written notice shall contain the following information: (a) The name and residence address of the stockholder making the nomination; (b) Such information regarding each nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Directors; and (c) The signed consent of each nominee to serve as a member of the Board of Directors if elected, and the signed agreement of each nominee that if elected he or she will be guided by the philosophy and concepts of human and industrial association of the Corporation as expressed in its Constitution in connection with the nominee’s service as a member of the Board of Directors.

Unless otherwise determined by the Chairman of the Board of Directors or by a majority of the directors then in office, any nomination which is not made in accordance with the foregoing procedure shall be defective, and any votes which may be cast for the defective nominee shall be disregarded.

ARTICLE III
Directors

SECTION 3.1. GENERAL POWERS

The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these bylaws conferred upon or reserved to the stockholders.

SECTION 3.2. NUMBER AND TERM

The Board of Directors shall be divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. The number of directors which shall constitute the whole Board of Directors shall be not less than six, the exact number of directors and the exact number of directors in each class to be determined from time to time by the Board of Directors. Except as provided in Section 3.4 hereof, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such director was elected; provided, however, that each initial director in Class I shall hold office until the annual meeting of stockholders next ensuing, each initial director in Class II shall hold office until the annual meeting of stockholders one year thereafter, and each initial director in Class III shall hold office until the annual meeting of stockholders two years thereafter. If the number of directors is changed, any increase or decrease shall be apportioned among the three classes so as to maintain the number of directors in each class as nearly equal as possible. In no case will a decrease in the number of directors shorten the term of any incumbent director.

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 3 of 12

SECTION 3.3. VACANCIES

Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Except as provided in Section 3.4 hereof, any director elected to fill a vacancy shall hold office for the remaining term of the class in which the vacancy shall have occurred or shall have been created.

SECTION 3.4. QUALIFICATIONS

Unless otherwise determined by the Board of Directors, the term of any director shall end on September 30th next following said director’s seventieth birthday. No person may serve as a director unless such person agrees in writing that in connection with such service he or she will be guided by the philosophy and concepts of human and industrial association of the corporation as expressed in its Constitution.

SECTION 3.5. DIRECTOR EMERITUS

Any director who requests that he be appointed a director emeritus and any director who is not re-elected by the stockholders may, with the approval of the Board of Directors, be a director emeritus until the next annual meeting of the Board of Directors. A director emeritus may attend directors’ meetings and counsel the directors but will not be a member of the Board of Directors and will not have the voting rights of a director.

SECTION 3.6. INCREASE OR DECREASE OF NUMBER

The number of directors may be increased or decreased from time to time by resolution of the Board of Directors.

SECTION 3.7. REMOVAL

Any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock of the Corporation.

SECTION 3.8. REGULAR MEETINGS

The first regular meeting of each newly elected Board of Directors shall be held immediately after, and at the same place as, the Annual Meeting of Stockholders. Thereafter regular meetings of the Board of Directors shall be held at such times as the Board of Directors may from time to time establish. Regular meetings shall be held at the corporate office at 5001 North Second Street, Rockford, Illinois unless otherwise noted by prior written notice. Regular meetings of the Board of Directors will be held without other notice than this bylaw. Any such regular meeting other than the first regular meeting may be cancelled by the person or persons authorized to call special meetings of the Board of Directors. Any such cancellation shall be accomplished by giving notice in accordance with Section 3.11 of these bylaws.

SECTION 3.9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place of any meeting called by such person or persons.

SECTION 3.10. MINIMUM SCHEDULE OF MEETINGS

During each calendar quarter, the Board of Directors shall conduct at least one meeting. Each regular meeting and each special meeting shall be regarded as one meeting. For the purposes of this Section 3.10, action without meeting pursuant to Section 3.15 of these bylaws shall not be regarded as a meeting.

SECTION 3.11. NOTICE

Notice of any special meeting or the cancellation of any regular meeting shall be given to each director by letter delivered at least two days before the meeting, or by telegram delivered at least one day before the meeting, or by such shorter telephone or other notice as the person or persons calling or canceling the meeting may deem appropriate in the circumstances. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice thereof.

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 4 of 12

SECTION 3.12. PRESIDING OFFICER

Meetings of the stockholders and the Board of Directors shall be presided over by the Chairman of the Board of Directors, or if he is not present, by the Vice Chairman of the Board of Directors, or if he is not present, by the President, or if he is not present, by a Vice President, or if neither the Chairman of the Board of Directors, nor the Vice Chairman of the Board of Directors, nor the President, nor a Vice President is present, then by a presiding officer to be chosen by a majority of the directors present.

SECTION 3.13. QUORUM

A majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute. If at any meeting of the board there shall be less than a quorum present, a majority of these present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 3.14. COMPENSATION

The Board of Directors shall have authority to fix the compensation of all directors and directors emeritus. By resolution of the Board of Directors expenses of attendance, if any, may be allowed for attendance by each director and director emeritus at each regular or special meeting of the Board of Directors. Nothing herein shall be construed to preclude any director or director emeritus from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.15. ACTION WITHOUT MEETING

Any action required or permitted to be taken at any meeting of the Board of Directors, may be taken without a meeting if all members of the board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board.

SECTION 3.16. MEETINGS BY CONFERENCE TELEPHONE

Members of the Board of Directors may participate in a meeting of such board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meetings shall constitute presence in person at such meeting.

ARTICLE IV
Committees of the Board of Directors

SECTION 4.1. COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors shall designate an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and a Management Operations Committee, each of which shall have and may exercise the powers and authority of the Board of Directors to the extent hereinafter provided. The Board of Directors may designate one or more additional committees of the Board of Directors with such powers and authority and shall be specified in the resolution of the Board of Directors. Each committee shall consist of such number of directors as shall be determined from time to time by resolution of the Board of Directors. The Chairman of the Board of Directors shall be ex-officio a member of all committees of the Board of Directors other than the Audit Committee and the Compensation Committee, and he shall be chairman of the Executive Committee. All actions of the Board of Directors designating committees, or electing or removing members of such committees, shall be taken by a resolution passed by a majority of the whole Board of Directors. Each committee shall keep a written record of all action taken by it. All action taken by a committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to approval and revision by the Board of Directors, provided that no legal rights of third parties shall be affected by such revisions and in no event shall the Board of Directors take any action with respect to the Compensation Committee which would cause the Woodward Governor Company 2006 Omnibus Incentive Plan (the “2006 Omnibus Incentive Plan”) to fail to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or cause the members of the Compensation Committee not to qualify as “non-employee directors” under said Rule 16b-3.

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 5 of 12

SECTION 4.2. ELECTION OF COMMITTEE MEMBERS

The members of each committee shall be elected by the Board of Directors and shall serve until the first meeting of the Board of Directors after the annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. The Board of Directors may designate the chairman of each committee other than the Executive Committee and may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

SECTION 4.3. COMMITTEE RULES AND PROCEDURES

The Chairman of the Board of Directors, the chairman of any committee, or a majority of the members of any committee, may call a meeting of that committee. Unless the Board of Directors otherwise provides, each committee may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these bylaws, except that a quorum of the Management Operations Committee for the transaction of business shall consist of one member so long as such committee consists of two members.

SECTION 4.4. EXECUTIVE COMMITTEE

During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation upon any matter which in the opinion of the Chairman of the Board of Directors should not be postponed until the next previously scheduled meeting of the Board of Directors. The Executive Committee shall have the power and authority to declare cash dividends. Notwithstanding the foregoing, as provided by law the Executive Committee shall not have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending these bylaws.

SECTION 4.5. AUDIT COMMITTEE

The Audit Committee shall have the power to recommend to the Board of Directors the selection and engagement of independent accountants to audit the books and accounts of the corporation and the discharge of the independent accountants. The Audit Committee shall review the scope and approach of the annual audit as recommended by the independent accountants, the scope and approach of internal audits of the corporation, the system of internal accounting controls of the corporation, and shall review the reports to the Audit Committee of the independent accountants and the internal auditors.

SECTION 4.6. COMPENSATION COMMITTEE

The Compensation Committee shall have the power to recommend to the Board of Directors the compensation of the officers and key personnel of the corporation, to administer the Corporation’s 2006 Omnibus Incentive Plan in accordance with the terms of the 2006 Omnibus Incentive Plan, and to make all determinations and to take all such actions in connection therewith or in relation thereto as it deems necessary or advisable, including the granting of all incentives to eligible worker members in accordance with the terms of the 2006 Omnibus Incentive Plan.

SECTION 4.7. NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee shall have the power to recommend to the Board of Directors candidates for election to the Board of Directors.

SECTION 4.8. MANAGEMENT OPERATIONS COMMITTEE

The Management Operations Committee shall have the power to authorize and approve such routine matters arising in the ordinary course of business of the corporation as the Board of Directors shall establish from time to time by resolution. The Management Operations Committee shall have no power or authority to declare cash dividends and shall have no power denied to the Executive Committee in Section 4.4 hereof.

BYLAWS OF
WOODWARD GOVERNOR COMPANY	Page 6 of 12

ARTICLE V
Officers

SECTION 5.1. OFFICERS

The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors. The Board of Directors may elect the Chairman of the Board of Directors as an officer of the corporation, provided that the Chairman shall not be regarded as an officer of the corporation unless the Board of Directors so determines at the time of election in accordance with Section 5.6 of these bylaws. In addition, the Board of Directors may elect one or more Assistant Treasurers and Assistant Secretaries, and may elect a Vice Chairman of the Board of Directors.

SECTION 5.2. OTHER OFFICERS AND AGENTS

The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION 5.3. QUALIFICATIONS

Unless otherwise determined by the Board of Directors, each officer of the corporation shall be under the age of 65 at the time of election. None of the officers of the corporation, except the Chairman of the Board of Directors, if also an officer of the corporation, and the Vice Chairman of the Board of Directors, need be a Director.

SECTION 5.4. ELECTION AND TERM OF OFFICE

The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 5.5. REMOVAL

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5.6. CHAIRMAN
The Chairman of the Board of Directors shall be elected from among the members of the Board of Directors. At the time of such election, the Board shall determine whether the Chairman shall also be elected an officer of the corporation. He shall have such duties and powers as shall be assigned to him by the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and all meetings of the Board of Directors and shall advise and consult with the President and Chief Executive Officer concerning the management of the business and affairs of the corporation.

SECTION 5.7. VICE CHAIRMAN

The Board of Directors may from time to time elect a Vice Chairman of the Board of Directors. Such Vice Chairman shall be a director and shall serve as Vice Chairman until his term of office as director concludes, or until his successor as Vice Chairman shall have been elected and qualified, whichever event shall first occur. The Vice Chairman shall perform the duties and exercise all the powers of the Chairman of the Board of Directors, when, and for so long as the Chairman of the Board of Directors so directs in writing. The Vice Chairman shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

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WOODWARD GOVERNOR COMPANY	Page 7 of 12

SECTION 5.8. PRESIDENT

The President shall be the chief executive officer of the corporation and shall have general supervision of the business affairs and property of the corporation and over its several officers, subject, however, to the control of the Board of Directors. He shall, subject to the direction and control of the Board of Directors, be its representative and medium of communication; he shall, to the best of his ability, see that the acts of the officers conform to the policies of the corporation as determined by the Board of Directors, and shall perform such duties as may from time to time be assigned to him by the Board of Directors.

SECTION 5.9. VICE PRESIDENTS

Each Vice President shall have such duties and powers as shall be assigned to him or her by the President or by the Board of Directors.

SECTION 5.10. TREASURER

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 5.11. SECRETARY

The Secretary shall: (a) keep the minutes of the meetings of the stockholders and of the Board of Directors in one or more books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) sign with the Chairman or Vice Chairman of the Board of Directors, the President, or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 5.12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES

The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries, as thereunto authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors, the President or a Vice President certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

SECTION 5.13. SALARIES

The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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ARTICLE VI
Stock

SECTION 6.1. CERTIFICATES OF STOCK

Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation, by the Chairman or the Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate and the seal of the corporation if one be used may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

SECTION 6.2. TRANSFER OF STOCK

Transfer of shares of the corporation shall be made only on the books of the corporation by the registered holder thereof, by his attorney thereunto authorized, by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares properly endorsed and with all taxes thereon paid. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. However, if any transfer of shares is made only for the purpose of furnishing collateral security and such fact is made known to the Secretary of the corporation, or to the corporation’s transfer clerk or transfer agent, the entry of the transfer shall record such fact.

SECTION 6.3. TRANSFER AGENT AND REGISTRAR

The Board of Directors may appoint one or more transfer agents and registrars, and thereafter it may require all stock certificates to bear the signature of a transfer agent and a registrar or a facsimile thereof.

SECTION 6.4. RULES OF TRANSFER

The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for the shares of the corporation.

SECTION 6.5. LOST CERTIFICATE

Any person claiming a certificate for shares of the corporation to have been lost, stolen, or destroyed shall make an affidavit of the fact and lodge such affidavit with the Secretary of the corporation, accompanied by a signed application for a new certificate. Any such person shall give the corporation a bond of indemnity with one or more sureties satisfactory to the Board of Directors and in an amount which in its judgment, shall be sufficient to save the corporation from loss, and thereupon, the proper officers may cause to be issued a new certificate of like tenor with the one alleged to have been lost, stolen, or destroyed, but the Board of Directors may refuse the issuance of such new certificate.

SECTION 6.6. DIVIDENDS

Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when it deems expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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WOODWARD GOVERNOR COMPANY	Page 9 of 12

ARTICLE VII
Indemnification

SECTION 7.1.

     (a) The corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the corporation, or a director, officer, employee, fiduciary or agent of any other enterprise serving at the request of the corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorney’s fees) incurred by a director, officer, employee, fiduciary or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to the other subsections of this Section shall not limit the corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

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WOODWARD GOVERNOR COMPANY	Page 10 of 12

     (g) The provisions of this Section shall be applicable to all actions, suits or proceedings pending at the time or commenced after the adoption of this Section, whether arising from acts or omissions to act occurring, or based on claims asserted, before or after the adoption of this Section. A finding that any provision of this Section is invalid or of limited application shall not affect any other provision of this Section nor shall a finding that any portion of any provision of this Section is invalid or of limited application affect the balance of such provision. The adoption of this Section shall not impair the rights any person may have had under Article XII of the bylaws of Woodward Governor Company, an Illinois corporation, so that if such person is not entitled to the benefit of the provisions of this Section with respect to any action, suit or proceeding, he shall continue to be entitled to the benefit of the provisions of Article XII of the bylaws of Woodward Governor Company, an Illinois corporation, with respect to such action, suit or proceeding.

     (h) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section.

     (i) For the purposes of this Section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII
Contracts, Loans, Checks, and Deposits

SECTION 8.1. CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 8.2. LOANS

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 8.3. CHECKS

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 8.4. DEPOSITS

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

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WOODWARD GOVERNOR COMPANY	Page 11 of 12

ARTICLE IX
General Provisions

SECTION 9.1. SEAL

The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation and the words: “Rockford, Illinois. Incorporated June 1902.” Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, or reproduced.

SECTION 9.2. FISCAL YEAR

The fiscal year of the corporation shall commence on the first day of October and shall end of the thirtieth day of September in each year.

SECTION 9.3. RESIGNATIONS

Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President, or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 9.4. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these bylaws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE X
Amendments

SECTION 10.1. BYLAW AMENDMENTS

The Board of Directors shall have concurrent power with the stockholders to adopt, amend or repeal these bylaws; provided, however, that (i) these bylaws shall not be adopted, amended or repealed by the stockholders except by the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock of the Corporation, and (ii) no bylaw may be adopted by the stockholders which shall impair or impede the power of the Board of Directors under paragraph A of Article SEVENTH of the Certificate of Incorporation of the Corporation.

EX-31.I

Exhibit 31(i)
Woodward Governor Company
Rule 13a-14(a)/15d-14(a) certifications

CERTIFICATIONS

I, Thomas A. Gendron, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2006, of Woodward Governor Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2006

/s/ THOMAS A. GENDRON

Thomas A. Gendron

President and Chief Executive Officer

A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Rule 13a-14(a)/15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.II

Exhibit 31(ii)
Woodward Governor Company
Rule 13a-14(a)/15d-14(a) certifications

CERTIFICATIONS

I, Robert F. Weber, Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2006, of Woodward Governor Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2006

/s/ Robert F. Weber Jr.

Robert F. Weber Jr.

Chief Financial Officer and Treasurer

A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Rule 13a-14(a) /15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.I

Exhibit 32(i)
Woodward Governor Company
Section 1350 certifications

We hereby certify that the quarterly report on Form 10-Q for the quarter ended March 31, 2006, of Woodward Governor Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of Woodward Governor Company.

Date:	May 1, 2006	May 1, 2006
	/s/ Thomas A. Gendron	/s/ Robert F. Weber, Jr.
	Thomas A. Gendron	Robert F. Weber, Jr.
	President and Chief	Chief Financial Officer and
	Executive Officer	Treasurer

A signed original of this written statement required by 18 U.S.C. 1350, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by 18 U.S.C. 1350, has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.