Madison - A filmmaker released a video Thursday that shows Gov. Scott Walker saying he would use "divide and conquer" as a strategy against unions.

Walker made the comments to Beloit billionaire Diane Hendricks, who has since given $510,000 to the governor's campaign - making her Walker's single-largest donor and the largest known donor to a candidate in state history.

The filmmaker has done work on Democratic campaigns and gave $100 in 2010 to Milwaukee Mayor Tom Barrett, Walker's challenger in the June 5 recall election.

In the video shot on Jan. 18, 2011 - shortly before Walker's controversial budget-repair bill was introduced and spawned mass protests - Hendricks asked the governor whether he could make Wisconsin a "completely red state, and work on these unions, and become a right-to-work" state. The Republican donor was referring to right-to-work laws, which prohibit private-sector unions from compelling workers to pay union dues if the workers choose not to belong to the union.

Walker replied that his "first step" would be "to divide and conquer" through his budget-adjustment bill, which curtailed most collective bargaining for most public employee unions.

Video for documentary

Documentary filmmaker Brad Lichtenstein, who says he captures both sides in his work, videotaped the conversation that Walker had with Hendricks and Mary Willmer-Sheedy, a community bank president for M&I Bank. The filmmaker was recording what Willmer-Sheedy and others in Janesville were doing to try to create jobs in an area hard hit by the shutdown of its General Motors plant and related businesses.

In the video, Hendricks told Walker she wanted to discuss "controversial" subjects away from reporters, asking him:

"Any chance we'll ever get to be a completely red state and work on these unions -"

"Oh, yeah," Walker broke in.

"- and become a right-to-work?" Hendricks continued. "What can we do to help you?"

"Well, we're going to start in a couple weeks with our budget adjustment bill," Walker said. "The first step is we're going to deal with collective bargaining for all public employee unions, because you use divide and conquer."

The entire conversation was not released Thursday with a video trailer of the documentary, but Journal Sentinel reporters were allowed to view the raw footage.

"So for us," the governor continues, "the base we get for that is the fact that we've got - budgetarily we can't afford not to. If we have collective bargaining agreements in place, there's no way not only the state but local governments can balance things out. . . . That opens the door once we do that. That's your bigger problem right there."

He goes on to talk about curbing liability lawsuits and government regulations.

Right-to-work issue

Walker co-sponsored right-to-work legislation in 1993 as a freshman in the state Assembly, but as governor has consistently downplayed seeking any restrictions on private unions in public statements.

"From our standpoint, it's never going to get to me," Walker said of right-to-work legislation in an interview with the Journal Sentinel on April 27. "Private sector unions are my partner in economic development."

Walker, however, has repeatedly declined to say whether he would sign or veto a right-to-work bill if passed by the Legislature. Supporters say right-to-work bills give more freedom to workers and make it more attractive for companies to invest and hire employees in a state. Opponents say they undermine unions and workers' wages and don't help the economy.

In response to the documentary trailer, Walker spokeswoman Ciara Matthews said Thursday that the governor's position on right to work was clear.

"Governor Walker has made clear repeatedly that he does not have an interest in pushing right-to-work legislation," Matthews said.

The taped conversation occurred at the Beloit headquarters of ABC Supply, the roofing wholesaler and siding distributor Hendricks founded with her husband, Ken, who died in a 2007 fall. Walker was there to attend a meeting of the economic development group Rock County 5.0, which Hendricks co-chairs.

Lichtenstein videotaped the conversation that Walker had with Hendricks and Rock County 5.0's other co-chairwoman, Willmer-Sheedy.

Hendricks did not return phone messages seeking comment. In a brief email Thursday, Willmer-Sheedy said the conversation was a private one between Walker and Hendricks and that she had nothing to add to it.

Lichtenstein is now promoting his finished documentary, "As Goes Janesville," which is expected to be shown at film festivals and on PBS stations this fall.

Lichtenstein was preparing to film a Rock County 5.0 meeting that Walker was to attend when Hendricks said she was going to greet Walker personally when he came in. Lichtenstein said he asked to join her and she agreed.

On Thursday, Barrett said Walker's exchange with Hendricks shows the governor will say one thing to the public and another to his top-tier donors.

"This is another colossal bait and switch that goes directly to his honesty," Barrett said. "What he claims he is not in favor of publicly, to the person who has made the largest contribution in state history, he says exactly the opposite. You can't trust him."

Barrett has been hammering Walker on right-to-work legislation for weeks, frequently using the phrase "divide and conquer." Barrett said he used that term because he believed that was Walker's strategy, but did not know until Thursday that Walker himself had used it.

Union manager troubled

In the 2010 campaign, Walker won the support of Operating Engineers Local 139, a union that represents about 9,000 heavy equipment operators in Wisconsin. The union is not endorsing anyone in this year's recall election.

Terry McGowan, the union's business manager, said the union gave its 2010 endorsement only after getting assurances Walker would not pursue right-to-work legislation. The union backed Walker because of his support for road building done by the group's members, McGowan said.

He said Thursday he was troubled by the footage of Walker with Hendricks, but that he was continuing to take Walker at his word given his public statements and conversations he has had with him.

"You don't hear him say, 'Yes, I'm going to go after right-to-work legislation,' " McGowan said of the video.

But he added that divide and conquer is a phrase that is anathema to those in the labor movement.

"It means turning worker against worker," he said.

Hendricks, whose net worth Forbes Magazine estimates to be $2.8 billion, has a strong history of supporting conservative causes and Republican candidates. Not including donations to Walker, Hendricks and her husband, Ken, since 1997 have contributed just over $500,000 to political candidates and committees in races ranging from the state Assembly to the presidency, with the overwhelming majority going to Republicans, according to federal data as well as state data compiled by the Wisconsin Democracy Campaign.

Between 2009 and 2011, Hendricks gave $19,100 to Walker. That included a $10,000 donation - the maximum at that time for a four-year election cycle - that was made on Feb. 1, 2011, about two weeks after the personal meeting with Walker.

Because Walker faces a recall, a quirk in state law allowed supporters such as Hendricks for a time to donate unlimited sums to the governor's campaign for certain expenses. Last month, Hendricks contributed $500,000 to Walker, bringing her total donations to him to $519,100 and the donations by her and Ken to all candidates to more than $1 million.

On Feb. 16, 2011 - about one month after her meeting with Walker and five days after the governor unveiled his public union bill - Hendricks' company, ABC Supply, gave $25,000 to the Republican Governors Association. The association has run ads in support of Walker.

Ben Poston, Bill Glauber and Steve Schultze of the Journal Sentinel staff contributed to this article.