UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
{ X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from...............to...............
Commission file number 0-8408
WOODWARD GOVERNOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1984010
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5001 North Second Street, Rockford, Illinois 61125-7001
(Address of principal executive offices)
(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 X No
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes... No...
As of January 31, 2000, 11,231,647 shares of common stock with a par value
of $.00875 cents per share were outstanding.
WOODWARD GOVERNOR COMPANY
FORM 10-Q
For the Quarter Ended December 31, 1999
INDEX
Description
Part I. Financial Information
Item 1. Financial Statements
Statements of Consolidated Earnings for the
three months ended December 31, 1999 and 1998
Consolidated Balance Sheets as of December 31,
1999 and September 30, 1999
Statements of Consolidated Cash Flows for the
three months ended December 31, 1999 and 1998
Notes to Consolidated Financial Statements
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations
Part II. Other Information
Signatures
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EARNINGS
for the three months ended December 31, 1999 and 1998
(in thousands except per share amounts)
(Unaudited)
1999 1998
Net billings for products and
services $133,592 $144,908
Costs and expenses:
Cost of goods sold 99,653 110,015
Sales, general, and administrative
expenses 18,521 19,850
Amortization of intangible assets 1,667 1,705
Interest expense 2,809 3,241
Interest income (174) (168)
Other expense--net 1,002 939
Total costs and expenses 123,478 135,582
Earnings before income taxes and
equity in loss of unconsolidated
affiliate 10,114 9,326
Income taxes 4,045 3,730
Earnings before equity in loss of
unconsolidated affiliate 6,069 5,596
Equity in loss of unconsolidated
affiliate, net of tax 62 392
Net earnings $6,007 $5,204
Basic earnings per share $ .53 $ 0.46
Diluted earnings per share $ .53 $ 0.46
Weighted-average number of basic
shares outstanding 11,274 11,299
Weighted-average number of diluted
shares outstanding 11,321 11,310
Cash dividends per share $.2325 $.2325
See accompanying Notes to Consolidated Financial Statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
DECEMBER SEPTEMBER
31, 1999 30, 1999
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $9,398 $10,449
Accounts receivable, less allowance
for losses of $4,265 for December
and $4,417 for September 96,362 115,517
Inventories 107,386 104,257
Deferred income taxes 17,221 17,221
Total current assets 230,367 247,444
Property, plant, and equipment, at cost:
Land 6,161 6,100
Buildings and improvements 129,086 128,668
Machinery and equipment 233,591 227,611
Construction in progress 3,077 3,534
371,915 365,913
Less allowance for depreciation 246,672 241,791
Property, plant, and equipment - net 125,243 124,122
Intangibles - net 155,062 156,802
Other assets 4,179 4,287
Deferred income taxes 18,017 18,009
Total assets $532,868 $550,664
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings $20,196 $7,303
Current portion of long-term debt 24,900 34,650
Accounts payable and accrued expenses 57,847 76,772
Taxes on income 3,461 4,327
Total current liabilities 106,404 123,052
Long-term debt, less current portion 135,000 139,000
Other liabilities 46,635 46,620
Commitments and contingencies - -
Shareholders' equity represented by:
Preferred stock, par value $.003 per
share, authorized 10,000 shares, no
shares issued - -
Common stock, par value $.00875 per
share, authorized 50,000 shares, issued
12,160 shares 106 106
Additional paid-in capital 13,266 13,300
Unearned ESOP compensation (7,540) (7,450)
Accumulated other comprehensive earnings 8,226 9,351
Retained earnings 250,883 247,420
264,941 262,727
Less treasury stock, at cost 20,112 20,735
Total shareholders' equity 244,829 241,992
Total liabilities and shareholders' equity $532,868 $550,664
See accompanying Notes to Consolidated Financial Statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
for the three months ended December 31, 1999 and 1998
(in thousands of dollars)
(Unaudited)
1999 1998
Cash flows from operating activities:
Net earnings $ 6,007 $ 5,204
Adjustments to reconcile net earnings to
net cash provided by operating
activities:
Depreciation and amortization 7,639 8,470
Net loss on sale of property, plant, and
equipment 30 -
Deferred income taxes (8) (78)
ESOP compensation expense (90) (57)
Equity in loss of unconsolidated affiliate 102 643
Changes in operating assets and
liabilities:
Accounts receivable 18,573 5,968
Inventories (3,521) 959
Current liabilities, other than short-
term borrowings and current portion of
long-term debt (19,583) (22,412)
Other--net 44 125
Total adjustments 3,186 (6,382)
Net cash provided by (used in) operating 9,193 (1,178)
activities
Cash flows from investing activities:
Payments for purchase of property, plant,
and equipment (7,581) (5,316)
Proceeds from sale of property, plant, and
equipment 229 45
Investment in unconsolidated affiliate - (575)
Other - 725
Net cash used in investing activities (7,352) (5,121)
Cash flows from financing activities:
Cash dividends paid (2,621) (2,627)
Proceeds from sales of treasury stock 588 -
Purchases of treasury stock - -
Net proceeds from (payments on) borrowings
under revolving lines (36,902) 14,279
Proceeds of long-term debt 40,000 -
Payments of long-term debt (3,750) -
Tax benefit applicable to ESOP dividend 77 95
Net cash provided by (used in) financing
activities (2,608) 11,747
Effect of exchange rate changes on cash (284) 150
Net change in cash and cash equivalents (1,051) 5,598
Cash and cash equivalents, beginning of year 10,449 12,426
Cash and cash equivalents, end of year $ 9,398 $ 18,024
Supplemental cash flow information:
Interest expense paid $ 3,471 $ 2,982
Income taxes paid $ 4,987 $ 6,057
See accompanying Notes to Consolidated Financial Statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) The consolidated balance sheet as of December 31, 1999, and
the statements of consolidated earnings and the statements of
consolidated cash flows for the three month periods ended
December 31, 1999 and 1998, were prepared by the company without
audit. The September 30, 1999, 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, the figures reflect all adjustments necessary to
present fairly the company's financial position as of December
31, 1999, and the results of its operations and its cash flows
for the three-month periods ended December 31, 1999 and 1998.
All such adjustments were of a normal and recurring nature. The
statements were prepared following the accounting policies
described in the company's 1999 annual report and Form 10-K and
should be read with the Notes to Consolidated Financial
Statements on pages 26-33 of the 1999 annual report. The
statements of consolidated earnings for the three-month period
ended December 31, 1999 are not necessarily indicative of the
results to be expected for other interim periods or for the full
year.
(2) Earnings per share:
1999 1998
In thousands, except per share amounts,
for the three months ended December 31,
Net earnings (A) $ 6,007 $ 5,204
Determination of shares, in thousands:
Weighted-average shares of common
stock outstanding (B) 11,274 11,299
Assumed exercise of stock options 47 11
Weighted-average shares of common
stock outstanding assuming dilution,
in thousands (C) 11,321 11,310
Basic earnings per share (A/B) $ 0.53 $ 0.46
Diluted earnings per share (A/C) $ 0.53 $ 0.46
The following stock options were outstanding during the three
months ended December 31, 1999 and 1998 but were not included in
the computation of diluted earnings per share because the
options' exercise prices were greater than the average market
price of the common shares during the quarters.
In thousands for the three months ended
December 31,
1999 1998
Options 220,375 383,041
Weighted average exercise price $32.34 $28.76
(3) Inventories:
December September
In thousands, 31, 1999 30, 1999
Raw materials $2,291 $2,452
Component parts 66,500 64,059
Work in process 28,168 26,955
Finished goods 12,636 12,021
109,594 105,487
Less progress payments (2,208) (1,230)
$107,386 $104,257
(4) Included in accounts payable and accrued expenses are
accounts payable of $18,383,000 at December 31, 1999, and
$20,923,000 at September 30, 1999. Also included in accounts
payable and accrued expenses are accrued restructuring expenses
of $323,000 at December 31, 1999, and $475,000 at September 30,
1999. Accrued restructuring expense and its decrease is due to
member termination benefits.
(5) Foreign currency translation adjustments are accumulated with
other comprehensive earnings as a separate component of
shareholders' equity. We have no other components of accumulated
other comprehensive earnings. The company's total comprehensive
earnings were as follows:
In thousands for the three months
ended December 31, 1999 1998
Net earnings $6,007 $5,204
Other comprehensive earnings (loss) (1,125) 1,000
Total comprehensive earnings $4,882 $6,204
(6) Segment information:
In thousands for the three months ended
December 31, 1999 1998
Aircraft Engine Systems:
External net billings $64,731 $80,513
Intersegment billings 228 346
Segment earnings 4,456 13,315
Segment assets 319,563 316,904
Industrial Controls:
External net billings $46,373 $46,550
Intersegment billings 5,284 6,207
Segment earnings 10,815 5,115
Segment assets 116,201 141,074
Other Segments:
External net billings $22,488 17,845
Intersegment billings 734 122
Segment earnings (losses) 1,354 (1,746)
Segment assets 43,569 32,473
Industrial Controls' intersegment billings for the year ended
September 30, 1999, have been recast to reflect a more accurate
level of intersegment activity. For the full year, intersegment
billings previously reported as $13,297,000, have been restated
to $26,857,000. Intersegment billings for the three months ended
December 31, as reflected above, are shown on a comparable basis.
This change did not affect other segment disclosures reported in
the 1999 consolidated financial statements.
The difference between the total of segment earnings (losses) and
the statements of consolidated earnings follows:
In thousands for the three months
ended December 31, 1999 1998
Total earnings for reportable segments $15,271 $18,430
Other segments' earnings (losses) 1,354 (1,746)
Interest expense and interest income (2,635) (3,073)
Unallocated corporate expenses (3,876) (4,285)
Consolidated earnings before income taxes
and equity in loss of unconsolidated
affiliate $10,114 $9,326
PART I - ITEM 2
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We have prepared the following discussion and analysis to help
you better understand our results of operations and financial
condition. This discussion should be read with the consolidated
financial statements, including the notes.
RESULTS OF OPERATIONS
Our results of operations are discussed and analyzed by
reportable segment. We have two reportable segments - Aircraft
Engine Systems and Industrial Controls. Aircraft Engine Systems
provides fuel control systems and components primarily to
original equipment manufacturers of aircraft engines. Industrial
Controls provides fuel control systems and components primarily
to original equipment manufacturers of industrial engines and
turbines.
Our other operations include Global Services and Automotive
Products. Global Services focuses on providing control systems
and related services to industrial engine users in retrofit
situations. Automotive Products focuses on products for the non-
automotive small engine markets that require low-cost, high-
volume, high-reliability manufacturing processes characteristic
of suppliers to the automotive industry.
The segment earnings reported for these segments in the
discussion and analysis that follows do not reflect interest
expense, interest income and allocations of corporate expenses,
and are before income taxes and equity in loss of unconsolidated
affiliate. These other items are separately discussed and
analyzed.
Aircraft Engine Systems
In thousands for the three months ended
December 31, 1999 1998
External net billings $64,731 $80,513
Segment earnings 4,456 13,315
External net billings of Aircraft Engine Systems decreased 20% in
the first quarter of fiscal year 2000 as compared to the first
quarter of fiscal year 1999. This decrease was primarily related
to reductions in sales volume as compared to last year. Our
billings vary period to period and we do not believe this
decrease reflects an ongoing trend. Last year our first quarter
was relatively strong, in part due to shipments that were
scheduled for delivery in the fourth quarter of fiscal year 1998,
but were delayed until the first quarter of fiscal year 1999.
With improvements in delivery performance, we did not have
similar shipments this year. In addition, we believe the first
quarter this year reflects some inventory reductions by our
customers. We believe Aircraft Engine Systems' billings will
strengthen over the final three quarters of fiscal year 2000.
Segment earnings of Aircraft Engine Systems decreased 67% in the
first quarter of fiscal year 2000 as compared to the first
quarter of fiscal year 1999. About 29% of our decrease in
earnings can be directly attributed to the decrease in net
billings. The remaining decrease in segment earnings is
primarily related to the relatively high level of fixed costs in
this segment and an increase in engineering expenses of
approximately $1 million, which we believe will benefit future
periods.
Industrial Controls
In thousands for the three months ended
December 31, 1999 1998
External net billings $ 46,373 $ 46,550
Segment earnings 10,815 5,115
Segment earnings for Industrial Controls increased 111% in the
first quarter of fiscal year 2000 as compared to the first
quarter of fiscal year 1999. This improvement in earnings
primarily reflects cost reductions we implemented during 1999, at
the time of the strategic refocusing of Industrial Controls and
Global Services. We are encouraged that fuel control systems
have become a focal point of efforts to improve engine and
turbine efficiency and emissions profiles, while lowering capital
and operating costs. Our goal is to provide the needed solutions
by developing innovative products with improved functionality and
cost, including integrated products that encompass more of the
total fuel delivery system.
Other Segments
In thousands for the three months ended
December 31, 1999 1998
External net billings $ 22,488 $ 17,845
Segment earnings (losses) 1,354 (1,746)
External net billings of other segments increased 26% in the
first quarter of fiscal year 2000 as compared to the first
quarter of fiscal year 1999. This increase primarily resulted
from strong demand for our pre-engineered control systems for gas
turbine retrofit applications. Billings for small industrial
engines in the first quarter this year were about the same as the
first quarter last year.
Our segment results improved in the first quarter of fiscal year
2000 as compared to the first quarter of fiscal year 1999
primarily because of higher billings and cost reductions in
Global Services. These improvements were offset somewhat by
higher expenses in Automotive Products, primarily associated with
a more fully-developed selling and administrative infrastructure
for conducting business, and the development of new products. We
are pleased with the market's acceptance of our new products,
several of which we will begin shipping later during fiscal year
2000.
Expenses Excluded From Segment Earnings
In thousands for the three months ended
December 31, 1999 1998
Interest expense $ 2,809 $ 3,241
Interest income (174) (168)
Unallocated corporate expenses 3,876 4,285
Interest expense decreased in the first quarter of fiscal year
2000 as compared to the first quarter of fiscal year 1999 because
we had lower levels of average outstanding debt in the first
quarter this year than we did last year. Corporate expenses
reflect normal variations in the level of corporate-sponsored
activities that occur during a period.
Net Earnings
In thousands, except per share amounts,
for the three months ended December 31, 1999 1998
Earnings before income taxes and equity in
loss of unconsolidated affiliate $ 10,114 $ 9,326
Income taxes 4,045 3,730
Equity in loss of unconsolidated
affiliate, net of tax 62 392
Net earnings $ 6,007 $ 5,204
Basic earnings per share $ .53 $ .46
Diluted earnings per share $ .53 $ .46
The increase in earnings before income taxes and equity in loss
of unconsolidated affiliate, which consists of the segment
earnings and expenses excluded from segment earnings included in
the preceding tables and discussion, resulted in an increase in
income taxes in the first quarter of fiscal year 2000 as compared
to the first quarter of fiscal year 1999. Income taxes were
provided at the same effective rate.
The equity in loss of unconsolidated affiliate reflects our share
of the losses generated by GENXON(tm) Power Systems, LLC, a 50/50
joint venture. Since its inception, most of the activities and
costs incurred were directly related to product development.
GENXON(tm) reduced the amount of development activities in the first
quarter of fiscal year 2000 as compared to the first quarter of
fiscal year 1999. GENXON(tm) is focused on the retrofit market for
installed, out-of-warranty industrial gas turbines, which we
believed would develop before the original equipment
manufacturers markets developed. However, the original equipment
manufacturers have shown strong interest in the technology and we
are assessing the direction of that market. In the meantime,
GENXON(tm)'s costs will be contained approximately at or below the
levels of those incurred in 1999.
Basic and diluted earnings per share both increased about 15% on
a net earnings increase of 15% in the first quarter of fiscal
year 2000 as compared to the first quarter of fiscal year 1999.
Changes in the weighted-average shares of common stock
outstanding both before and after the assumed exercise of
outstanding stock options were relatively small.
FINANCIAL CONDITION
Our discussion and analysis of our financial condition is
presented by segment for total segment assets, which consists of
accounts receivable, inventories, property, plant, and equipment-
net and intangibles-net. We also discuss and analyze our working
capital, noncurrent liabilities and shareholders' equity and cash
flows. Together, this discussion and analysis will help you
assess our liquidity and capital resources, as well as understand
changes in our financial condition.
Assets
December September
In thousands, 31, 1999 30, 1999
Aircraft Engine Systems $ 319,563 $ 330,299
Industrial Controls 116,201 126,344
Other segments 43,569 40,129
Unallocated corporate property,
plant, and equipment-net and
intangibles-net 4,720 3,926
Other unallocated assets 48,815 49,966
Total assets $ 532,868 $ 550,664
Aircraft Engine Systems total segment assets at December 31, 1999
were 3% lower than at September 30, 1999. This decrease was
primarily related to reductions in accounts receivable, which was
somewhat offset by increases in inventory. Accounts receivable
decreased because of lower billing levels in the first quarter of
fiscal year 2000 as compared to the fourth quarter of fiscal year
1999. Inventory increased in anticipation of higher shipment
levels in future periods.
Industrial Controls total segment assets at December 31, 1999
were 8% lower than at September 30, 1999. This decrease was
primarily related to reductions in accounts receivable
attributable to lower billing levels in the first quarter of
fiscal year 2000 as compared to the latter part of the fourth
quarter of fiscal year 1999.
Total segment assets for other segments increased 9% from
September 30, 1999 to December 31, 1999. This increase was
primarily related to higher accounts receivable balances
following two strong shipment quarters relative to prior
quarters.
Selected Other Balance Sheet Items
December September
In thousands, 31, 1999 30, 1999
Total assets $532,868 $550,664
Working capital (current assets less
current liabilities) 123,963 124,392
Long-term debt, less current portion 135,000 139,000
Other liabilities 46,635 46,620
Commitments and contingencies - -
Shareholders' equity 244,829 241,992
Our balance sheet remained strong at December 31, 1999. Changes
in our balance sheet from September 30, 1999 included a reduction
in long-term debt while maintaining working capital at a
relatively stable level, made possible by cash flows generated
from operations.
We are currently involved in matters of litigation arising from
the normal course of business, including certain environmental
and product liability matters. Further discussion of these
matters is in our Annual Report for the year ended September 30,
1999 in Note P to the Consolidated Financial Statements on page
32.
Selected Cash Flow Items
In thousands for the three months ended
December 31, 1999 1998
Net cash provided by (used in)
operating activities $ 9,193 $ (1,178)
Net cash used in investing activities (7,352) (5,121)
Net cash provided by (used in)
financing activities (2,608) 11,747
Net cash flow from operations in the first quarter of fiscal year
2000 improved over the first quarter of fiscal year 1999 by more
than $10 million. This improvement primarily related to changes
in operating assets and liabilities in the first quarter this
year as compared to last year. The most significant change as
compared to last year was related to accounts receivable
reductions. Accounts receivable collections outpaced billings to
a higher degree in the first quarter of fiscal year 2000 as
compared to the first quarter of fiscal year 1999.
Net cash flow used in investing activities were higher in the
first quarter of fiscal year 2000 as compared to the first
quarter of fiscal year 1999 primarily because of purchases of
property, plant, and equipment. In the first quarter of fiscal
year 2000, we capitalized about $450 thousand of software development
costs. The remaining difference is related to both normal
quarterly variations in capital expenditure rates and an
expectation of higher capital expenditures for the full fiscal
year 2000 as compared to fiscal year 1999.
Net cash flow for financing activities reflect our ability to
reduce debt in the first quarter of fiscal year 2000 as a result
of the positive cash flow from operations in excess of investment
activities. Last year, we were in a net borrowing situation in
the first quarter due to use of cash for operations and for
investment activities.
Future cash flow from operations and available revolving lines of
credit are expected to be adequate to meet the investing and
financing cash requirements of our existing business during the
next twelve months. However, it is possible business
acquisitions could be made that would require amendments to
existing debt agreements and the need to obtain additional
financing.
OTHER MATTERS
Market Risks
Interest on 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
our Annual Report and Form 10-K for the year ended September 30,
1999 in the Management Discussion and Analysis of Results of
Operations and Financial Condition on page 20.
Year 2000
We recognized the potential problems associated with the year
2000 and formed a task force to address this risk in May 1997.
We believe corrective efforts undertaken adequately addressed
year 2000 issues. There have been no significant issues
affecting our products or internal systems since the change in
year to 2000. Furthermore, we are not aware of, and do not
expect, any year 2000 issues with our partners or suppliers that
will cause significant disruption to our operations. Although we
do not expect any significant issues, the task force will remain
in force until March 2000.
We have applied available and beneficial provisions of the
federal "Year 2000 Information and Readiness Disclosure Act."
Comments above should be regarded as being "Year 2000 Statements"
and "Year 2000 Readiness Disclosures," as applicable, within the
meaning of, and subject to, the exclusions prescribed by the Act.
Recent Accounting Pronouncements
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal
Use." This statement provides guidance on accounting for the
costs of software developed or obtained for internal use and is
effective beginning October 1, 1999. As a result, we are now
capitalizing certain software development costs that we expensed
in the past. We have estimated that the effect of complying with
this statement for planned projects will be to increase net
earnings in 2000 by approximately $650 thousand. Through December 31,
1999, we have capitalized approximately $450 thousand of software
development costs.
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Following a
subsequent deferral of the original implementation date, it is
effective in fiscal year 2001. This statement establishes
accounting and reporting standards for derivative instruments and
for hedging activities. Among other requirements, it requires
that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at
fair value. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative. The
company currently does not have any derivative instruments and
does not expect this new statement to have any significant impact
on our consolidated financial statements.
PART II - OTHER INFORMATION
Item 6
a) Exhibits
27. Financial data schedule
b) No form 8-K was filed for the quarter ended December 31, 1999.
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
February 4, 2000 /s/ John A. Halbrook
John A. Halbrook, President
and Chief Executive Officer
February 4, 2000 /s/ Stephen P. Carter
Stephen P. Carter, Vice
President, Chief Financial
Officer and Treasurer