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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 1, 2022

_______________________________

WOODWARD, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 000-8408 36-1984010
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1081 Woodward Way

Fort Collins, Colorado 80524

(Address of Principal Executive Offices) (Zip Code)

(970) 482-5811

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001455 WWD Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On August 1, 2022, Woodward, Inc. (the "Registrant") reported its results of operations for its third quarter of fiscal year 2022. A copy of the news release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Woodward, Inc. dated August 1, 2022
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

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 hereunto duly authorized.

  Woodward, Inc.
     
   
Dated: August 1, 2022 By:  /s/ A. Christopher Fawzy        
    A. Christopher Fawzy
    Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
   

 

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

Woodward Reports Third Quarter Fiscal Year 2022 Results

FORT COLLINS, Colo., Aug. 01, 2022 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ:WWD) today reported financial results for its third quarter of fiscal year 2022. (All amounts are presented on an as reported (U.S. GAAP) basis unless otherwise indicated. All per share amounts are presented on a fully diluted basis. All comparisons are made to the same period of the prior year unless otherwise stated.)

Third Quarter Overview

  • Net sales were $614 million, compared to $557 million, an increase of 10 percent.
  • Net earnings were $39 million, or $0.64 per share, compared to net earnings of $49 million, or $0.74 per share.
  • Net cash provided by operating activities was $86 million for the first nine months of fiscal 2022, compared to $318 million. Free cash flow1 for the first nine months of fiscal 2022 was $49 million, compared to $297 million. Adjusted free cash flow1 for the first nine months of fiscal 2022 was $52 million. There were no adjustments made to free cash flow during the first nine months of the prior fiscal year.

“We delivered double digit sales growth in the quarter. Aerospace segment sales were boosted by increased aircraft utilization and strong OEM build rate demand. In our Industrial segment, we saw sales growth in most of our end markets. Weakness in China natural gas truck production and unfavorable foreign currency exchange rates contributed to a decrease in Industrial segment sales,” said Chip Blankenship, Chairman and Chief Executive Officer. “Profitability was impacted by labor and material inflation, as well as greater than expected global supply chain and labor disruptions. We remain focused on mitigating these impacts to fully realize the ongoing recovery in our end markets.”

Third Quarter Company Results

Net sales for the third quarter of fiscal 2022 were $614 million, compared to $557 million, an increase of 10 percent. Sales for the third quarter were negatively impacted by approximately $18 million from foreign currency exchange rates. The impact of ongoing global supply chain and labor disruptions remains consistent with the second quarter of 2022 at approximately $100 million.

Net earnings were $39 million, or $0.64 per share, for the third quarter of 2022, compared to $49 million, or $0.74 per share. EBIT1 was $58 million for the third quarter of 2022, compared to $67 million.

The effective tax rate was 21.6 percent for the third quarter of 2022, compared to 16.8 percent.

Segment Results

Aerospace

Aerospace segment net sales for the third quarter of fiscal 2022 were $402 million, compared to $341 million, an increase of 18 percent.

Commercial OEM and aftermarket sales increased significantly compared to the prior year quarter, driven by higher OEM production rates, continued recovery in passenger traffic, and increasing aircraft utilization. Defense sales were down compared to the prior year quarter primarily due to lower defense aftermarket sales as a result of global supply chain and labor disruptions.

Segment earnings for the third quarter of 2022 were $57 million, compared to $53 million. Segment earnings as a percent of segment net sales were 14.1 percent for the third quarter of 2022, compared to 15.6 percent. Aerospace segment earnings increased primarily as a result of significantly higher commercial OEM and aftermarket sales. Segment earnings, including as a percent of segment net sales, were negatively impacted by net inflationary impacts on material and labor costs, as well as increases in manufacturing costs related to supply chain disruptions and inefficiencies related to training recent hires.

Industrial

Industrial segment net sales for the third quarter of fiscal 2022 were $213 million, compared to $216 million, a decrease of 1 percent. Industrial sales for the third quarter of 2022 declined primarily due to weakness in China natural gas engines and the unfavorable impact of foreign currency exchange rates, partially offset by higher marine sales driven by higher utilization of the in-service fleet as well as increased industrial turbomachinery sales supporting increasing demand for power generation and process industries. The foreign currency exchange rates' unfavorable impact on Industrial segment net sales for the third quarter of 2022 was approximately $16 million.

Industrial segment earnings for the third quarter of 2022 were $21 million, or 9.9 percent of segment net sales, compared to $27 million, or 12.6 percent of segment net sales. Industrial segment earnings decreased primarily as a result of additional costs incurred due to supply chain disruptions and training recent hires, net inflationary impacts on material and labor costs, and unfavorable foreign currency effects. These impacts were partially offset by higher sales volume.

Nonsegment

Nonsegment expenses were $19 million for the third quarter of fiscal 2022, compared to $14 million.

Year-to-Date Results

Net sales for the first nine months of 2022 were $1.74 billion, compared to $1.68 billion. Net earnings for the first nine months of 2022 were $118 million, or $1.84 per share, compared to $159 million, or $2.42 per share. Adjusted net earnings for the first nine months of 2022 were $122 million, or $1.91 per share. There were no adjustments to earnings in the prior year period.

The effective tax rate was 17.2 percent for the first nine months of 2022, compared to 14.1 percent. The adjusted effective tax rate for the first nine months of 2022 was 17.6 percent. There were no adjustments to the effective tax rate in the first nine months of the prior year.

Aerospace segment net sales for the first nine months of 2022 were $1.11 billion, compared to $1.03 billion. Aerospace segment earnings for the first nine months of 2022 were $167 million, or 15.1 percent of segment net sales, compared to $169 million, or 16.4 percent of segment net sales.

Industrial segment net sales for the first nine months of 2022 were $632 million, compared to $648 million. Industrial segment earnings for the first nine months of 2022 were $62 million, or 9.8 percent of segment net sales, compared to $88 million, or 13.6 percent of segment net sales.

Nonsegment expenses were $64 million for the first nine months of 2022, compared to $47 million. Adjusted nonsegment expenses for the first nine months of 2022 were $58 million. There were no adjustments to nonsegment expense for the first nine months of the prior year.

Cash Flow and Financial Position

Net cash provided by operating activities for the first nine months of fiscal year 2022 was $86 million, compared to $318 million. Payments for property, plant, and equipment for the first nine months of 2022 were $37 million, compared to $21 million in 2021.

Free cash flow for the first nine months of 2022 was $49 million, compared to $297 million. Adjusted free cash flow for the first nine months of 2022 was $52 million. There were no adjustments to cash flow in the prior year. The decrease in free cash flow and adjusted free cash flow was primarily related to working capital increases as a result of production delays from supply chain disruptions.

During the first nine months of 2022, $462 million was returned to stockholders in the form of $34 million of dividends and $428 million of repurchased shares.

Total debt was $766 million at June 30, 2022, compared to $740 million at June 30, 2021. Debt-to-EBITDA1 leverage was 2.0 times EBITDA at June 30, 2022, compared to 1.7 times EBITDA at June 30, 2021.

Fiscal Year 2022 Outlook

In light of the continuing global supply chain and labor disruptions and net inflationary impacts, we are revising our FY22 guidance as follows:

Total net sales for 2022 are now expected to be between $2.35 billion and $2.40 billion. Aerospace sales growth is expected to be between 8 and 10 percent. Industrial sales are expected to be approximately flat.

Aerospace segment earnings as a percent of segment net sales are now expected to be approximately 15 percent. Industrial segment earnings as a percent of segment net sales are now expected to be between 9 and 10 percent.

The adjusted effective tax rate is now expected to be approximately 17 percent.

Adjusted free cash flow is now expected to be approximately $100 million to $120 million. Capital expenditures are still expected to be approximately $60 million.

Adjusted earnings per share is now expected to be between $2.55 and $2.75 based on approximately 63 million of fully diluted weighted average shares outstanding.

Conference Call

Woodward will hold an investor conference call at 4:30 p.m. EDT, August 1, 2022, to provide an overview of the financial performance for the third quarter of fiscal year 2022, business highlights, and outlook for the remainder of fiscal 2022. You are invited to listen to the live webcast of our conference call, or a recording, and view or download accompanying presentation slides at our website, www.woodward.com2.

You may also listen to the call by dialing 1-888-440-4531 (domestic) or 1-646-960-0808 (international). Participants should call prior to the start time to allow for registration; the Conference ID is 4278216. An audio replay will be available by telephone from 7:30 p.m. EDT on August 1, 2022 until 11:59 p.m. EDT on August 15, 2022. The telephone number to access the replay is 1-800-770-2030 (domestic) or 1-647-362-9199 (international), reference Conference ID 4278216.

A webcast presentation will be available on the website by selecting “Investors/Events & Presentations”.

About Woodward, Inc.

Woodward is the global leader in the design, manufacturing, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Together with our customers, we are enabling the path to a cleaner, decarbonized world. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.

Cautionary Statement
Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, statements regarding our business and financial outlook for fiscal year 2022, including assumptions regarding our outlook, trends in our business, statements about the continued and expected or potential effects of global supply chain and labor disruptions, the ongoing net inflationary pressures on our materials, labor and manufacturing costs, inefficiencies related to training recent hires, the potential impact of such disruptions, inefficiencies and pressures on our business and the management of our business, including our ability to effectively mitigate the effects of such disruptions, inefficiencies and pressures to fully realize the ongoing recovery in our end-markets, ongoing challenges in the China natural gas truck market, the anticipated recovery in aircraft passenger traffic and fleet utilization, continued demand increases for power generation and process industries, our ability to improve our operational execution, and expectations related to the performance of our segments and specific markets within those segments, and our future sales and the anticipated future sales growth, earnings, earnings per share and adjusted earnings per share, segment earnings as a percent of segment net sales, cash flows, free cash flows and adjusted free cash flows, our anticipated financial performance during the remainder of fiscal year 2022. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to: (1) uncertainties related to the COVID-19 pandemic; (2) global economic uncertainty and instability in the financial markets that affect Woodward, its customers, and its supply chain; (3) risks related to continued constraints and disruptions in the global supply chain and labor markets; (4) Woodward’s long sales cycle; (5) risks related to Woodward’s concentration of revenue among a relatively small number of customers; (6) Woodward’s ability to implement and realize the intended effects of any restructuring efforts; (7) Woodward’s ability to successfully manage competitive factors including expenses and fluctuations in sales; (8) changes and consolidations in the aerospace market; (9) Woodward’s financial obligations including debt obligations and tax expenses and exposures; (10) risks related to Woodward’s U.S. government contracting activities including potential changes in government spending patterns; (11) Woodward’s ability to protect its intellectual property rights and avoid infringing the intellectual property rights of others; (12) changes in the estimates of fair value of reporting units or of long-lived assets; (13) environmental risks; (14) Woodward’s continued access to a stable workforce and favorable labor relations with its employees; (15) Woodward’s ability to manage various regulatory and legal matters; (16) risks from operating internationally; (17) cybersecurity and other technological risks; and other risk factors described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2021, any subsequently filed Quarterly Report on Form 10-Q, as well as its Quarterly Report on Form 10-Q for the third quarter ended June 30, 2022, which we expect to file shortly, and other risks described in Woodward’s filings with the Securities and Exchange Commission.

Woodward, Inc. and Subsidiaries  
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS  
(Unaudited - in thousands except per share amounts)  
                                 
    Three-Months Ended     Nine-Months Ended  
    June 30,     June 30,  
    2022     2021     2022     2021  
                                 
Net sales   $ 614,332     $ 556,675     $ 1,742,757     $ 1,675,615  
Costs and expenses:                                
Cost of goods sold     480,403       422,457       1,352,979       1,258,340  
Selling, general, and administrative expenses     46,490       48,021       152,920       148,461  
Research and development costs     32,224       29,765       90,000       89,388  
Interest expense     8,533       8,397       25,036       25,552  
Interest income     (353 )     (308 )     (1,494 )     (1,086 )
Other (income) expense, net     (3,252 )     (10,355 )     (18,813 )     (29,809 )
Total costs and expenses     564,045       497,977       1,600,628       1,490,846  
Earnings before income taxes     50,287       58,698       142,129       184,769  
Income taxes     10,841       9,837       24,472       26,025  
Net earnings   $ 39,446     $ 48,861     $ 117,657     $ 158,744  
                                 
Earnings per share amounts:                                
Basic earnings per share   $ 0.65     $ 0.77     $ 1.90     $ 2.51  
Diluted earnings per share   $ 0.64     $ 0.74     $ 1.84     $ 2.42  
Weighted average common shares outstanding:                                
Basic     60,506       63,559       62,052       63,215  
Diluted     62,088       65,910       63,937       65,499  
                                 
Cash dividends per share paid to Woodward common stockholders $ 0.1900     $ 0.1625     0.5425     $ 0.4063  
                             


Woodward, Inc. and Subsidiaries  
CONDENSED CONSOLIDATED BALANCE SHEETS  
(Unaudited - in thousands)  
               
    June 30,   September 30,  
    2022   2021  
Assets              
Current assets:              
Cash and cash equivalents   $ 99,701   $ 448,462  
Accounts receivable     587,546     523,051  
Inventories     503,664     419,971  
Income taxes receivable     13,408     12,071  
Other current assets     49,396     61,168  
Total current assets     1,253,715     1,464,723  
Property, plant, and equipment, net     913,468     950,569  
Goodwill     779,144     805,333  
Intangible assets, net     484,867     559,289  
Deferred income tax assets     13,481     14,066  
Other assets     311,114     297,024  
Total assets   $ 3,755,789   $ 4,091,004  
               
Liabilities and stockholders’ equity              
Current liabilities:              
Short-term debt   $ 49,200   $ -  
Current portion of long-term debt     458     728  
Accounts payable     195,402     170,909  
Income taxes payable     18,713     11,481  
Accrued liabilities     160,701     183,139  
Total current liabilities     424,474     366,257  
Long-term debt, less current portion     716,744     734,122  
Deferred income tax liabilities     150,469     157,936  
Other liabilities     554,489     617,908  
Total liabilities     1,846,176     1,876,223  
Stockholders’ equity     1,909,613     2,214,781  
Total liabilities and stockholders’ equity   $ 3,755,789   $ 4,091,004  


Woodward, Inc. and Subsidiaries    
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    
(Unaudited - in thousands)    
                 
    Nine-Months Ended  
    June 30,  
    2022     2021  
Net cash provided by operating activities   $ 86,016     $ 317,915  
                 
Cash flows from investing activities:                
Payments for purchase of property, plant, and equipment     (37,105 )     (21,347 )
Proceeds from sale of assets     4       141  
Proceeds from business divestiture     6,000       -  
Payments for purchases of short-term investments     (9,619 )     (14,326 )
Proceeds from sales of short-term investments     11,305       16,566  
Net cash used in investing activities     (29,415 )     (18,966 )
                 
Cash flows from financing activities:                
Cash dividends paid     (33,572 )     (25,734 )
Proceeds from sales of treasury stock     20,283       32,219  
Purchase of treasury stock     (440,233 )     -  
Borrowings on revolving lines of credit and short-term borrowings     477,400       74,400  
Payments on revolving lines of credit and short-term borrowings     (428,200 )     (74,400 )
Payments of long-term debt and finance lease obligations     (644 )     (101,214 )
Net cash used in financing activities     (404,966 )     (94,729 )
Effect of exchange rate changes on cash and cash equivalents     (396 )     4,517  
Net change in cash and cash equivalents     (348,761 )     208,737  
Cash and cash equivalents at beginning of year     448,462       153,270  
Cash and cash equivalents at end of period   $ 99,701     $ 362,007  


Woodward, Inc. and Subsidiaries  
SEGMENT NET SALES AND EARNINGS  
(Unaudited - in thousands)  
                                 
    Three-Months Ended June 30,     Nine-Months Ended June 30,  
    2022     2021     2022     2021  
Net sales:                                
Aerospace   $ 401,712     $ 340,912     $ 1,110,904     $ 1,027,285  
Industrial     212,620       215,763       631,853       648,330  
Total consolidated net sales   $ 614,332     $ 556,675     $ 1,742,757     $ 1,675,615  
Segment earnings*:                                
Aerospace   $ 56,566     $ 53,167     $ 167,458     $ 168,641  
As a percent of segment net sales     14.1 %     15.6 %     15.1 %     16.4 %
Industrial     21,102       27,166       62,029       87,925  
As a percent of segment net sales     9.9 %     12.6 %     9.8 %     13.6 %
Total segment earnings     77,668       80,333       229,487       256,566  
Nonsegment expenses     (19,201 )     (13,546 )     (63,816 )     (47,331 )
EBIT     58,467       66,787       165,671       209,235  
Interest expense, net     (8,180 )     (8,089 )     (23,542 )     (24,466 )
Consolidated earnings before income taxes   $ 50,287     $ 58,698     $ 142,129     $ 184,769  
                                 
*This schedule reconciles segment earnings, which exclude certain costs, to consolidated earnings before taxes.  
                                 
Payments for property, plant and equipment $ 12,955     $ 8,034     37,105     $ 21,347  
Depreciation expense $ 20,618     $ 21,717     62,674     $ 66,244  


Woodward, Inc. and Subsidiaries
RECONCILIATION OF EARNINGS TO ADJUSTED EARNINGS1
(Unaudited - in thousands, except per share amounts)
                                     
    Three-Months Ended   Three-Months Ended
    June 30, 2022   June 30, 2021
    Before
Income Tax
  Net of
Income Tax
  Per Share,
Net of
Income Tax
  Before
Income Tax
  Net of
Income Tax
  Per Share,
Net of
Income Tax
Earnings (U.S. GAAP)   $ 50,287   $ 39,446   $ 0.64   $ 58,698   $ 48,861   $ 0.74
Non-U.S. GAAP adjustments:                                    
Non-recurring matter unrelated to the ongoing operations of the business     -     -     -     -     -     -
Business development activities     -     -     -     -     -     -
Total non-U.S. GAAP adjustments     -     -     -     -     -     -
Adjusted earnings (Non-U.S. GAAP)   $ 50,287   $ 39,446   $ 0.64   $ 58,698   $ 48,861   $ 0.74
                                     


Woodward, Inc. and Subsidiaries
RECONCILIATION OF EARNINGS TO ADJUSTED EARNINGS1
(Unaudited - in thousands, except per share amounts)
                                     
    Nine-Months Ended   Nine-Months Ended
    June 30, 2022   June 30, 2021
    Before
Income Tax
  Net of
Income Tax
  Per Share,
Net of
Income Tax
  Before
Income Tax
  Net of
Income Tax
  Per Share,
Net of
Income Tax
Earnings (U.S. GAAP)   $ 142,129   $ 117,657   $ 1.84   $ 184,769   $ 158,744   $ 2.42
Non-U.S. GAAP adjustments:                                    
Non-recurring matter unrelated to the ongoing operations of the business     3,272     2,454     0.04     -     -     -
Business development activities     2,982     2,236     0.03     -     -     -
Total non-U.S. GAAP adjustments     6,254     4,690     0.07     -     -     -
Adjusted earnings (Non-U.S. GAAP)   $ 148,383   $ 122,347   $ 1.91   $ 184,769   $ 158,744   $ 2.42
                                     


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NET EARNINGS TO EBIT1 AND ADJUSTED EBIT1  
(Unaudited - in thousands)  
             
    Three-Months Ended June 30,     Nine-Months Ended June 30,  
    2022     2021     2022     2021  
Net earnings (U.S. GAAP)   $ 39,446     $ 48,861     $ 117,657     $ 158,744  
Income taxes     10,841       9,837       24,472       26,025  
Interest expense     8,533       8,397       25,036       25,552  
Interest income     (353 )     (308 )     (1,494 )     (1,086 )
EBIT (Non-U.S. GAAP)     58,467       66,787       165,671       209,235  
Non-U.S. GAAP adjustments*     -       -       6,254       -  
Adjusted EBIT (Non-U.S. GAAP)   $ 58,467     $ 66,787     $ 171,925     $ 209,235  
                                 
*See Reconciliation of Earnings to Adjusted Earnings1 table above for the list of Non-U.S. GAAP adjustments made in the applicable periods.  


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NET EARNINGS TO EBITDA1AND ADJUSTED EBITDA1  
(Unaudited - in thousands)  
             
    Three-Months Ended June 30,     Nine-Months Ended June 30,  
    2022     2021     2022     2021  
Net earnings (U.S. GAAP)   $ 39,446     $ 48,861     $ 117,657     $ 158,744  
Income taxes     10,841       9,837       24,472       26,025  
Interest expense     8,533       8,397       25,036       25,552  
Interest income     (353 )     (308 )     (1,494 )     (1,086 )
Amortization of intangible assets     9,309       10,526       28,584       31,555  
Depreciation expense     20,618       21,717       62,674       66,244  
EBITDA (Non-U.S. GAAP)     88,394       99,030       256,929       307,034  
Non-U.S. GAAP adjustments*     -       -       6,254       -  
Adjusted EBITDA (Non-U.S. GAAP)   $ 88,394     $ 99,030     $ 263,183     $ 307,034  
                                 
*See Reconciliation of Earnings to Adjusted Earnings1table above for the list of Non-U.S. GAAP adjustments made in the applicable periods.  


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF NONSEGMENT EXPENSES TO ADJUSTED NONSEGMENT EXPENSES1  
(Unaudited - in thousands)  
                           
    Three-Months Ended June 30,   Nine-Months Ended June 30,
    2022   2021   2022     2021
Nonsegment expenses (U.S. GAAP)   $ 19,201   $ 13,546   $ 63,816     $ 47,331
Non-recurring matter unrelated to the ongoing operations of the business     -     -     (3,272 )     -
Business development activities     -     -     (2,982 )     -
Adjusted nonsegment expenses (Non-U.S. GAAP)   $ 19,201   $ 13,546   $ 57,562     $ 47,331


Woodward, Inc. and Subsidiaries  
RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES TO FREE CASH FLOW1AND ADJUSTED FREE CASH FLOW1  
(Unaudited - in thousands)  
                 
       
    Nine-Months Ended June 30,  
    2022     2021  
                 
Net cash provided by operating activities (U.S. GAAP)   $ 86,016     $ 317,915  
Payments for property, plant, and equipment     (37,105 )     (21,347 )
Free cash flow (Non-U.S. GAAP)     48,911       296,568  
Cash paid for business development activities     2,982       -  
Cash paid for restructuring charges     505       -  
Adjusted free cash flow (Non-U.S. GAAP)   $ 52,398     $ 296,568  


1Adjusted and Non-U.S. GAAP Financial Measures: Adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, and adjusted nonsegment expenses exclude, as applicable, (i) costs related to business development activities and (ii) a charge and partial reversal related to a non-recurring matter unrelated to the ongoing operations of the business. Woodward believes that these items are short-term costs or charges and are otherwise not related to the ongoing operations of the business. Therefore, Woodward uses them to illustrate more clearly how the underlying business of Woodward is performing. Adjusted free cash flow is free cash flow (defined below) plus the cash payments for costs related to business development activities and restructuring activities. Management believes these adjustments to free cash flow better portray Woodward’s operating performance. Guidance with respect to non-U.S. GAAP measures as provided in this release excludes, as applicable, costs, charges and payments related to (i) business development activities, and (ii) restructuring activities.

EBIT (earnings before interest and taxes), EBITDA (earnings before interest, taxes, depreciation and amortization), free cash flow, adjusted free cash flow, adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, and adjusted nonsegment expenses are financial measures not prepared and presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Management uses EBIT and adjusted EBIT to evaluate Woodward’s operating performance without the impacts of financing and tax related considerations. Management uses EBITDA and adjusted EBITDA in evaluating Woodward’s operating performance, making business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. Management also uses free cash flow, which is derived from net cash provided by or used in operating activities less payments for property, plant, and equipment, as well as adjusted free cash flow (as described above), in reviewing the financial performance of Woodward’s various business segments and evaluating cash generation levels. Securities analysts, investors, and others frequently use EBIT, EBITDA and free cash flow in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization. The use of any of these non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. Because EBIT, EBITDA, adjusted EBIT, and adjusted EBITDA exclude certain financial information compared with net earnings, the most comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded. Free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Management’s calculations of EBIT, EBITDA, adjusted net earnings, adjusted earnings per share, adjusted EBIT, adjusted EBITDA, adjusted effective tax rate, adjusted nonsegment expenses, free cash flow, and adjusted free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

2Website, Facebook, Twitter: Woodward has used, and intends to continue to use, its Investor Relations website, its Facebook page and its Twitter handle as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Contact: Dan Provaznik
Director, Investor Relations
970-498-3849
Dan.Provaznik@woodward.com