ANNUAL REPORT 2024
Performance
In Motion
Powering a clean future
A Message to
Woodward
Shareholders
Financial Highlights
Net Sales
DOLLARS IN BILLIONS
Free Cash Flow1
DOLLARS IN MILLIONS
Adj Earnings Per Share1
DILUTED
1/ Adjusted earnings per share and free cash flow are non-U.S. GAAP financial measures and are defined in our 2024 annual report on Form 10-K
2021
2021
2021
2022
2022
2022
2023
2023
2023
2024
2024
2024
$2.2
$427
$3.24
$2.4
$141
$2.75
$2.9
$232
$4.21
$3.3
$343
$6.11
2024 Annual Report
“This year we focused on
increasing capacity and
output to meet strong
demand across the end
markets we serve.”
Chip Blankenship | Chairman, CEO and President
As a result of our members’ unwavering dedication to
serving customers and meeting our commitments, we
delivered on sustained demand across our core markets
with strong results, including:
2024 WAS A REMARKABLE YEAR FOR WOODWARD. OUR TEAMS CONTINUE TO MAKE A POSITIVE IMPACT,
GUIDED BY OUR CORE VALUES AND OUR PURPOSE: TO DESIGN AND DELIVER ENERGY CONTROL SOLUTIONS
OUR PARTNERS COUNT ON TO POWER A CLEAN FUTURE.
Revenue that exceeded $3 billion for the first time
Free Cash Flow increase of $100M compared
to the prior year
Record Industrial sales boosted by elevated
sales in our China on-highway business, and
continued strong performance from the rest
of our Industrial business
Aerospace sales that increased approximately
15% to record levels, with approximately 260
basis points of margin expansion compared to
the prior year
Record EPS
1
Shareholder Letter
In 2024, we made notable accomplishments across our
shareholder value drivers of Growth, Operational
Excellence, and Innovation. Here are a few highlights:
In Aerospace, despite industry-wide supply chain
challenges, our team remained agile and adapted to
changing conditions. We delivered on commercial and
defense engine growth programs and prepared for
aftermarket growth.
We celebrated the completion of our cutting-edge
Loves Park facility, which will serve that growth. Moving
into 2025, we are more than ready for services growth
from LEAP and GTF engines.
In our Industrial segment, our diversified portfolio
helped us deliver on strong demand across our power
generation, oil & gas, and transportation markets.
We continue to help our Industrial customers meet
rigorous requirements for equipment efficiency,
durability, and reliability, as they prepare for the overall
growth and energy transition.
Sustaining Lean Momentum
We made significant progress on our lean transformation
over the past year and will sustain that momentum
as we strive to build predictable and consistent
operating results.
Safety is our top priority. In fiscal 2024, we implemented
Human and Organizational Performance (HOP) across
several of our sites. We plan to extend this methodology
to all locations over the next two years.
HOP also enhances our commitment to quality by
fostering an environment where anyone can report
an issue during operations.
Smart
Automation
Innovation
Aerospace
Growth
2025 and
Beyond
Advancing automation to improve
safety, quality, and job satisfaction.
Investing in R&D to meet future
customer demands.
Continuing to participate in ramp
of current generation aircraft and
prepared for services growth.
Sustained focus on value driver
pillars to drive long-term shareholder
value into 2025 and beyond.
2
2024 Annual Report
Chip Blankenship
Chairman, CEO and President
We also continued to accelerate our automation journey.
This will improve safety and quality, mitigate attrition,
and enable us to transition members from repetitive,
low-skill tasks to more skilled and fulfilling work.
During 2024, we made significant progress on our
supplier simplification strategy. By reducing complexity
and enhancing communication, we are empowering
our suppliers to serve us and our customers more
effectively.
Powering a Clean Future Through innovation
When it comes to Innovation, our R&D investment
centers on addressing customer challenges and
supporting their future ambitions.
In Aerospace, we are prioritizing technical maturity
and shipset share growth for the next generation single
aisle aircraft.
Last year we also completed a significant construction
project at our Stuttgart Engineering Center to conduct
hydrogen fuel cell component testing as part of our
investment to design and deliver components for the
Airbus ZEROe demonstrator. This work has potential for
applications in both Aerospace and Industrial.
As we look ahead to 2025 and beyond, our purpose and
focus will continue to drive sustainable success and
long-term shareholder value.
Thank you for investing in Woodward.
3
Shareholder Letter
Aerospace
2024 Highlights
2024 was another excellent year for our Aerospace
segment. We continued to deliver on strong
customer demand across commercial and defense
growth programs.
Our Loves Park maintenance, repair, and overhaul (MRO)
facility is now complete and represents the best in the
industry in fuel systems maintenance and repair. We also
announced MRO agreements with Lufthansa Technik,
and Austrailian-based Alliance Airlines, and added
Turkish Technic to our global licensed asset management
provider (LAMP) network.
We installed multiple robot and co-bot modernized
stations for deburring at our Rock Cut facility as well
as Okuma machine tending as we realize continuous
improvement.
Our Rapid Response Machining centers are another 2024
success story. They provide greater flexibility through
capability to shift certain components in-house and
alleviate sourced-part shortages or inefficiencies.
We continue to power a clean future for aerospace and
are contributing to several key programs for the future of
flight. Woodward was selected for the NASA and Boeing
Transonic Truss-Braced Wing Demonstrator and JetZero
Blended Wing Body Program.
Moving into 2025, our teams will continue to collaborate
across our global Aerospace organization to fulfill
our purpose, deliver on our customers’ rigorous
requirements, meet our business commitments, and
create value for our members, shareholders, and
communities.
4
2024 Annual Report
Growth in
Aerospace
MRO
Readiness
Met strong demand in commercial
and defense growth.
New MRO agreements with Lufthansa Technik
and Alliance Airlines, and completion of Loves
Park transformation.
Future of Aviation
Innovation
Operational
Excellence
Selected for pioneering aerospace programs
shaping the future of flight.
Automation acceleration and Rapid Response
Machining to increase flexibility related to
sourced parts.
5
Aerospace 2024 Highlights
Industrial
2024 Highlights
Our teams set a clear strategy to expand our Industrial
services business to deploy repair, overhaul, and
upgrade capability. This will support customer
investments and provide the highest quality reliable
service around the globe.
Innovation in 2024 included engine certification for the
High-Pressure Dual Fuel (HPDF) injector that enables
Power-to-X fuel. Our investments in power management
energy controls technologies are well-positioned to help
customers integrate renewable energy sources and
battery storage into existing grids and distributed energy
systems.
Moving into 2025, our Industrial teams continue to
tirelessly serve our customers, fulfill our purpose, and
ensure Woodward is a great place to work.
Around the world, our Industrial teams delivered strong
results as we met demand across our power generation,
oil & gas, and transportation markets.
In 2024, we made significant progress on our lean
transformation. Our teams implemented value stream
transformations and completed 24 kaizens. The results
are showing up in factory flow, shorter lead times, safety
and quality, reduced inventory, and higher customer
satisfaction.
We made progress on product rationalization and on
establishing our product management organization.
In addition, we broke ground on an expansion to our
Glatten facility to meet growth in power generation
and marine transportation markets.
6
2024 Annual Report
Industrial
Demand Growth
Fuel
Innovation
Growth across power generation and
transportation markets.
Achieved engine certification for High-Pressure
Dual Fuel (HPDF) injectors, supporting Power-
to-X fuel use for a cleaner energy future.
Facility
Expansion
Operational
Excellence
Broke ground on expansion in Glatten to support
growth in power generation and marine.
Value stream improvements in growth product
lines, including SOGAV and Gas Flow.
7
Industrial 2024 Highlights
Charles (Chip) Blankenship Jr. is Chairman and CEO. Prior to joining Woodward in May 2022, he served as CEO of
Arconic and held leadership roles at General Electric, including CEO of GE Appliances and VP of Commercial
Aircraft Engines. He holds a Ph.D. in materials science from the University of Virginia School of Engineering and
Applied Science and serves on boards of the National Association of Manufacturers and Aerospace Industries
Association and is a National Academy of Engineering member.
Gregg C. Sengstack, Executive Chairperson of the Franklin Electric Board of Directors since July 2024, was
previously President and CEO (2014–2024) and Chairperson (2015–2024). He joined Franklin Electric in 1988 and
served in various roles of increasing responsibility, including as CFO (1999-2005), President of the International
Water Systems and Fueling Group (2005–2011) and President and COO (2011-2014). He also contributed to many
U.S. and international acquisitions.
David P. Hess, former CEO of Arconic Corporation, held multiple executive roles over 38 years at United
Technologies Corporation, where he started in 1979, including EVP and Chief Customer Officer at UTC Aerospace,
President of Pratt & Whitney, and President of Hamilton Sundstrand. Mr. Hess serves on the board of Allegheny
Technologies and Southwest Airlines, Co.
Mary D. Petryszyn, former Corporate VP and President of Defense Systems at Northrop Grumman, also led roles
in the Land and Avionics C4ISR division and Global Strategy & Mission Solutions. Her extensive experience in
defense includes leadership positions at Singer-Link, Hughes Aircraft, and Raytheon. Ms. Petryszyn serves on
Saab, Inc.’s board.
Daniel G. Korte served as Global Vice President of Aerospace at PPG Industries from 2018 to January 2024,
assisting with the transition until April 2024. Prior to PPG, he was CEO of LMI Aerospace (now part of Sonaca
Group) and President of Rolls-Royce Defense Group. With over 20 years at Boeing, he held senior roles in supply
chain, program management, and general management.
John D. Cohn, President of CrossBorder Strategic Solutions since 2019, previously served as SVP of Asia Business
Planning at Rockwell Automation, where he led strategies for $1B in sales and international growth. With past
roles in European and Strategic Development at Rockwell, Mr. Cohn brings to the Board deep expertise in global
business development, change management, and M&A, along with significant experience in industrial and
aerospace markets.
Eileen P. Paterson, former CEO of Aerojet Rocketdyne (2015–2023), joined the company as COO in 2015.
Previously, she held senior roles at United Technologies Corporation, including President of Pratt & Whitney
AeroPower, and at Ford Motor Company. She serves on the board of Marathon Petroleum Corporation.
Rajeev Bhalla, consultant for various strategic and financial advisory services since 2019 and former Operating
Partner of Cerberus and Advisory Company (2019-2023), has held key finance roles at CIRCOR International,
Sikorsky Aircraft, Pratt & Whitney, and Lockheed Martin, and was a Partner at PwC. His boardroom experience
spans aerospace, defense, and industrial markets.
Tana L. Utley enjoyed a 36-year career at Caterpillar, advancing from engineer to senior roles, including VP of
Large Power Systems and VP of Industrial Power Systems. She also served as CTO, leading Product
Development and Technology, and played a key role in Caterpillar’s diesel engine and emissions strategy.
Ms. Utley serves on SPX Technologies' board.
CHIP BLANKENSHIP
GREGG SENGSTACK
DAVID HESS
MARY PETRYSZYN
DANIEL KORTE
JOHN COHN
EILEEN PATERSON
RAJEEV BHALLA
TANA UTLEY
Board of Directors
8
2024 Annual Report
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2024
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 000-08408
WOODWARD, INC.
(Exact name of registrant as specified in its charter)
Delaware
36-1984010
(State or other jurisdiction of incorporation or organization)
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, par value $0.001455 per share
WWD
NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Aggregate market value of registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant’s common stock on March
31, 2024 as reported on The NASDAQ Global Select Market on that date: $6,154,360. For purposes of this calculation, shares of common stock held by (i) persons holding more
than 5% of the outstanding shares of stock, (ii) officers and directors of the registrant, and (iii) the Woodward Governor Company Profit Sharing Trust, Woodward Governor
Company Deferred Shares Trust, or the Woodward Charitable Trust, as of March 31, 2024, are excluded in that such persons may be deemed to be affiliates. This determination
is not necessarily conclusive of affiliate status.
As of November 25, 2024, 59,130,924 shares of the registrant’s common stock with a par value of $0.001455 per share were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our proxy statement for the Annual Meeting of Stockholders to be held virtually on January 29, 2025, are incorporated by reference into Parts II and III of this Form
10-K, to the extent indicated.
TABLE OF CONTENTS
Page
PART I
Forward Looking Statements
1
Item 1.
Business
2
Item 1A.
Risk Factors
9
Item 1B.
Unresolved Staff Comments
19
Item 1C.
Cybersecurity
19
Item 2.
Properties
21
Item 3.
Legal Proceedings
21
Item 4.
Mine Safety Disclosures
21
PART II
Item 5.
Market Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
22
Item 6.
Reserved
23
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
39
Item 8.
Financial Statements and Supplementary Data
40
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
90
Item 9A.
Controls and Procedures
90
Item 9B.
Other Information
91
Item 9C.
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
91
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
92
Item 11.
Executive Compensation
92
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
92
Item 13.
Certain Relationship and Related Transactions, and Director Independence
92
Item 14.
Principal Accountant Fees and Services
92
PART IV
Item 15.
Exhibits and Financial Statement Schedules
93
Item 16.
Form 10-K Summary
96
Signatures
97
1
Forward Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-
looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in
which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,”
“expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,”
variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements
that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other
characteristics of future events or circumstances are forward-looking statements. Forward-looking statements may include, among
others, statements relating to:
•
future sales, earnings, cash flow, uses of cash, and other measures of financial performance, including our assumptions underlying
our expectations;
•
trends in our business and the markets in which we operate, including expectations for those markets, our customers and their
business and products;
•
our ability to manage risks from operating internationally;
•
expectations regarding demand for our products, in particular our expectations with respect to natural gas trucks in China;
•
our expected expenses in future periods and trends in such expenses over time;
•
our expectations regarding margins and the impact of specific products, product mix, and our strategic actions on margins;
•
descriptions of our plans and expectations for future operations, including our strategic initiatives and impact of such initiatives;
•
plans and expectations relating to the performance of our joint venture with General Electric Company ("GE"), now GE Aerospace,
as successor;
•
the expected levels of activity in particular industries or markets and the effects of changes in those levels;
•
the scope, nature, or impact of acquisition activity and integration of such acquisition into our business;
•
the research, development, production, and support of new products and existing services;
•
our plans, objectives, expectations, and intentions with respect to business opportunities that may be available to us;
•
our liquidity, including our ability to meet capital spending requirements and operations;
•
future dividends and repurchases of common stock;
•
future levels of indebtedness and capital spending;
•
the stability of financial institutions, including those lending to us;
•
pension and other postretirement plan assumptions and future contributions; and
•
our tax rate and other effects of the changes in U.S. federal tax law.
•
availability of raw materials and components used in our products;
•
expectations relating to environmental and emissions regulations;
•
effects of data privacy, data protection, and cybersecurity regulations;
•
our ability to develop competitive technologies;
•
our consolidated customer base and ability to enhance customer experience;
•
our ability to manage risks related to U.S. Government contracting, including defense activity and spending patterns;
•
our ability to attract, retain, and develop qualified personnel and maintain favorable labor relations;
•
our ability to structure our operations in the light of evolving market conditions;
•
our ability to mitigate the ongoing impacts of inflation;
•
expectations regarding production and delivery levels;
•
the impact of our ability to protect our intellectual property on our business, financial condition, results of operations, and cash
flows; and
•
impact of any potential physical or cybersecurity attacks on our operations, business, including our financial condition, operating
results, and reputation.
All these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult
to predict and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements. Factors that could cause actual results and the timing of certain events to differ materially from the
forward-looking statements include the factors described in Item 1A, Risk Factors. We undertake no obligation to revise or update any
forward-looking statements for any reason, except as required by applicable law.
Unless we have indicated otherwise or the context otherwise requires, references in this Form 10-K to “Woodward,” “the Company,”
“we,” “us,” and “our” refer to Woodward, Inc. and its consolidated subsidiaries. Except where we have otherwise indicated or the context
otherwise requires, amounts presented in this Form 10-K are in thousands, except per share amounts.
2
Item 1. Business
General
We are an independent designer, manufacturer, and service provider of control solutions for the aerospace and
industrial markets. Our innovative fluid energy, combustion control, electrical energy, and motion control systems help
customers offer cleaner, more reliable, and more efficient equipment. Our customers include leading original equipment
manufacturers and end users of their products. We have production and assembly facilities primarily in the United States,
Europe, and Asia, and promote our products and services through our worldwide locations.
Our strategic focus is providing energy control and optimization solutions for the aerospace and industrial markets.
The precise and efficient control of energy, including motion, fluid, combustion, and electrical energy, is a growing
requirement in the markets we serve. Our customers look to us to optimize the efficiency, emissions, and operation of
power equipment in both commercial and defense operations. Our core technologies leverage well across our markets and
customer applications, enabling us to develop and integrate cost-effective and state-of-the-art fuel, combustion, fluid,
actuation, and electronic systems. We focus primarily on serving original equipment manufacturers (“OEMs”) and
equipment packagers, partnering with them to bring superior component and system solutions to their demanding
applications. We also provide aftermarket repair, maintenance, replacement, and other service support for our installed
products.
Woodward was established in 1870, incorporated in 1902, and is headquartered in Fort Collins, Colorado. The mailing
address of our world headquarters is 1081 Woodward Way, Fort Collins, Colorado 80524. Our telephone number at that
location is (970) 482-5811, and our website is www.woodward.com. None of the information contained on our website is
incorporated into this document by reference.
Markets and Principal Lines of Business
We serve the aerospace and industrial markets through our two reportable segments – Aerospace and Industrial. Our
customers require technological solutions to meet their needs for performance, efficiency, and reliability, and to reduce
cost of operation of their products.
Within the aerospace market, we provide systems, components, and solutions for both commercial and defense
applications. Our aerospace systems and components optimize the performance of fixed wing and rotorcraft platforms in
commercial, business and military aircraft, missiles, weapons and space, ground vehicles, and other equipment. Our key
focus areas within this market are propulsion and combustion control solutions for turbine powered aircraft; and fluid and
motion control solutions for critical aerospace and defense applications.
Within the industrial market, our key focus areas are applications and control solutions for machines that produce
electricity utilizing conventional or alternative energy sources; and fluid, motion, and combustion control solutions for
complex oil and gas, industrial, power generation, and transportation applications.
Products, Services, and Applications
Aerospace
Our Aerospace segment designs, manufactures, and services systems and products for the management of fuel, air,
combustion, and motion control. These products include fuel pumps, metering units, actuators, air valves, specialty valves,
fuel nozzles, and thrust reverser actuation systems for turbine engines and nacelles, as well as flight deck controls,
actuators, servocontrols, motors, and sensors for aircraft. These products are used on commercial and private aircraft and
rotorcraft, as well as on military fixed-wing aircraft and rotorcraft, guided weapons, and other defense systems.
We have significant content on a wide variety of commercial aircraft, rotorcraft, and business jet platforms, such as
the Airbus A320neo, Boeing 737 MAX, Boeing 787, Bell 429, and Bombardier Global 7500. We also have significant content
on defense applications such as Blackhawk and Apache helicopters, F-35 and F-15 fighter jets, and smart defense weapons.
Revenues from the Aerospace segment are generated by sales to OEMs, tier-one suppliers, and prime contractors, and
through aftermarket sales of components, such as provisioning spares or replacements. We also provide aftermarket
maintenance, repair and overhaul, as well as other services to commercial airlines, repair facilities, military depots, third
party repair shops, and other end users.
3
Industrial
Our Industrial segment designs, produces, and services systems and products for the management of energy in the
form of fuel, air, fluids, gases, motion, combustion, and electricity. These products include actuators, valves, pumps, fuel
injection systems, solenoids, ignition systems, control systems, electronics and software, and sensors. Our products are
used on industrial gas turbines (including heavy frame, aeroderivative, and small industrial gas turbines), steam turbines,
compressors, and reciprocating engines (including low speed, medium speed, and high-speed engines, that operate on
various fuels, including natural gas, diesel, heavy fuel oil, and new lower carbon alternative fuels in both single and dual-fuel
applications). The equipment on which our products are found is used to generate power; to extract, distribute, and refine
energy sources; to mine other commodities; and to convert fuel to work in transportation and freight (both marine and
locomotives), mobile, and industrial equipment applications.
Revenues from our Industrial segment are generated primarily by sales to OEMs and by providing aftermarket
products and other related services to our OEM customers. Our Industrial segment also sells products through an
independent network of distributors and authorized system integrators, repairs and overhaul facilities, and directly to end
users around the globe.
Customers
Our customers include leading original equipment manufacturers and end users of their products that require
technological solutions to meet their needs for performance, efficiency, reliability, and reduced cost of operations.
Sales to our five largest customers represented approximately 35% of our consolidated net sales for the fiscal year
ended September 30, 2024 and 40% in fiscal year ended September 30, 2023.
We had no customers who accounted for approximately 10% or more of our consolidated net sales for the fiscal year
ended September 30, 2024. RTX Corporation was our largest customer during the fiscal year ended September 30, 2024
and accounted for approximately 9% of our consolidated net sales and 10% in the fiscal year ended September 30, 2023.
Accounts receivable from RTX Corporation represented approximately 6% of accounts receivable at September 30, 2024
and 4% at September 30, 2023. We believe RTX Corporation, and our other significant customers are creditworthy and will
be able to satisfy their credit obligations to us.
The customers who account for approximately 10% or more of net sales of each of Woodward’s reportable segments
are as follows:
For the Year Ended September 30,
2024
2023
Aerospace
RTX Corporation, The Boeing Company
RTX Corporation, GE, The Boeing Company
Industrial
Weichai Power, Rolls-Royce PLC
Rolls-Royce PLC, Caterpillar Inc., Weichai Power
On April 2, 2024, The General Electric Company ("GE") split into two separate companies, GE Aerospace and GE
Vernova. During fiscal year 2024, we engaged in transactions with GE prior to its split, and subsequently engaged in
transactions with both GE Aerospace and GE Vernova. Sales listed with "GE" represent the legacy General Electric Company,
and any sales following the split will be listed as GE Aerospace and GE Vernova as applicable.
Competitive Environment
Our products and product support services are sold worldwide into a variety of markets. In all markets, we compete
on the basis of differentiated technology and design, product performance, and conformity with customer specifications.
Additional factors are customer service and support, including on-time delivery and customer partnering, product quality,
price, reputation, and local presence. Both of our segments operate in uniquely competitive environments.
We believe that new competitors face significant barriers to entry into many of our markets, including various
government mandated certification requirements to compete in the aerospace and industrial markets in which we
participate.
Aerospace
Aerospace has significant product certification requirements to meet safety regulations, which form a basis for
competition as well as a barrier to entry. Technological innovation and design, product performance including increased
efficiency and thrust, conformity with customer specifications, and product quality and reliability are of utmost importance
4
in the aerospace and defense industry. In addition, on-time delivery, pricing, and joint development capabilities with
customers are points of competition within this market.
We compete with numerous companies around the world that specialize in fuel and air management, combustion,
electronic control, aircraft motion control, flight deck control, and thrust reverser products. Our competitors in aerospace
include divisions of Eaton, Honeywell, Moog, Parker Hannifin, and RTX Corporation. In addition, some of our OEM
customers are capable of developing and manufacturing similar products internally. Several competitors are also customers
for our products, such as Honeywell, Parker Hannifin, and RTX Corporation.
Some of our customers are affiliated with our competitors through ownership or joint venture agreements. For
example, Pratt & Whitney, one of our customers, is affiliated with RTX Corporation, one of our competitors. Similarly, GE
Aerospace has a joint venture with Parker Hannifin for the supply of fuel nozzles. We also have partnered with our
customers in the past, such as our strategic joint venture with one of our largest customers, GE which, following the split of
GE is acting now through GE Aerospace.
We believe our products offer high levels of field reliability, which provides end users with an advantage in life-cycle
cost. We address competition in aftermarket service through responsiveness to our customers’ needs, providing short
turnaround times, greater performance such as longer time between repairs, and maintaining a global presence. We also
compete in part by establishing relationships with our customers’ engineering organizations, and by offering innovative
technical and commercial solutions to meet their market requirements. Our ability to design, develop, and test an
integrated system with a customer is a competitive differentiator, offering the customer savings in both resources and time.
Industrial
Industrial operates in the global markets for industrial turbines and reciprocating engines, which are used in power
generation systems, transportation, and oil and gas markets. Many of these markets are subject to regulatory product and
performance certifications to meet emissions and safety requirements, which form a basis for competition as well as a
barrier to entry.
We compete with numerous companies that specialize in various engine, turbine, and power management products,
and our OEM customers are often capable of developing and manufacturing similar products internally. Many of our
customers are large global OEMs that require suppliers to support them around the world and to meet increasingly higher
requirements in terms of safety, quality, delivery, reliability, and cost. Competitors include Emerson, EControls, Heinzmann
GmbH & Co., Hoerbiger, Meggitt, Robert Bosch AG, and Triconix. OEM customers with internal capabilities for similar
products include Caterpillar, Cummins, GE Vernova, Rolls-Royce Power Systems, Wärtsilä, and Weichai Power.
We believe we are a market leader in providing our customers advanced technology and superior product
performance at a competitive price. We focus on developing and maintaining close relationships with our OEM customers’
engineering teams. Competitive success is based on the development of innovative components and systems that are
aligned with the OEMs’ technology roadmaps to achieve future reliability, emission, efficiency, and fuel flexibility targets.
For additional information about our markets and trends in our markets, please see Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Government Contracts and Regulation
Portions of our business, particularly in our Aerospace segment, are heavily regulated. We contract with numerous
U.S. Government agencies and entities, including all of the branches of the U.S. military, the National Aeronautics and
Space Administration (“NASA”), and the Departments of Defense, Homeland Security, and Transportation. We also contract
with similar government authorities outside the United States, subject in all cases to applicable law.
We must comply with, and are affected by, laws and regulations relating to the formation, administration, and
performance of U.S. Government contracts. These laws and regulations, among other things:
•
require accurate, complete, and current disclosure and certification of cost and pricing data in connection with
certain contracts;
•
impose specific and unique cost accounting practices that may differ from accounting principles generally
accepted in the United States (“U.S. GAAP”), and therefore require robust systems to reconcile;
•
impose regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement
under certain cost-based U.S. Government contracts;
5
•
impose manufacturing specifications and other quality standards that may be more restrictive than for non-
government business activities; and
•
restrict the use and dissemination of information classified for national security purposes due to the regulations
of the U.S. Government and foreign governments pertaining to the export of certain products and technical data.
Sales made directly to U.S. Government agencies and entities, or indirectly through third party manufacturers utilizing
our parts and subassemblies, collectively represented 17% of our sales for both fiscal year 2024 and fiscal year 2023.
Seasonality
We believe our sales, in total or in either reportable segment, are not subject to significant seasonal variation.
However, our sales have generally been lower in the first quarter of our fiscal year as compared to the immediately
preceding quarter due to fewer working days resulting from the observance of various holidays and scheduled plant
shutdowns for annual maintenance.
Sales Order Backlog
For each of our reportable segments, we have elected to quantify backlog in a manner consistent with the definition
of remaining performance obligations. Our remaining performance obligations by segment, excluding material rights, is
shown in the table below:
October 31,
2024
Percent
Expected to be
satisfied by
September 30,
2025
October 31,
2023
Percent
Expected to be
satisfied by
September 30,
2024
Aerospace
$
2,240,597
55%
$
1,716,613
63%
Industrial
662,750
85%
773,240
93%
$
2,903,347
62%
$
2,489,853
73%
Our remaining performance obligations relate to the aggregate amount of the total contract transaction price of firm
orders for which the performance obligation has not yet been recognized in revenue.
Manufacturing
We operate manufacturing and assembly plants primarily in the United States, Europe, and Asia. Our products consist
of mechanical, electronic, and electromechanical systems and components.
Aluminum, iron, and steel are primary raw materials used to produce our mechanical components. Other
commodities, such as gold, copper, and nickel, are also used in the manufacture of our products, although in much smaller
quantities. We purchase various goods, including component parts and services used in production, logistics, and product
development processes from third parties. Generally, there are numerous sources for the raw materials and components
used in our products, which we believe are sufficiently available to meet current requirements.
We maintain global strategic sourcing models to meet our global facilities' production needs while building long-term
supplier relationships and efficiently managing our overall supply costs. We expect our suppliers to maintain adequate
levels of quality raw materials and component parts, and to deliver such parts on a timely basis to support production of
our various products. We use a variety of agreements with suppliers intended to protect our intellectual property and
processes and to monitor and mitigate risks of disruption in our supply base that could cause a business disruption to our
production schedules or to our customers. The risks monitored include supplier financial viability, business continuity,
quality, delivery, and protection of our intellectual property and processes.
Our customers expect us to maintain adequate levels of certain finished goods and certain component parts to
support our warranty commitments and sales to our aftermarket customers, and to deliver such parts on a timely basis to
support our customers’ standard and customary needs. We carry certain finished goods and component parts in inventory
to meet these rapid delivery requirements of our customers.
Research and Development
We finance our research and development activities primarily with our own funds. Our research and development
costs include basic research, applied research, component and systems development, and concept formulation studies.
6
We collaborate closely with our customers as they develop their technology plans, which leads to new product
concepts. We believe this collaboration allows us to develop technology, new systems, and products that are aligned with
our customers’ needs and future performance, which increases the likelihood that our systems and components will be
selected for inclusion in the platforms developed by our customers. Further, we believe our close collaboration with our
customers during preliminary design stages allows us to provide products that deliver the component and system
performance necessary to bring greater value to our customers. This preliminary work may include opportunities to test
new products in order to validate concepts and demonstrate performance in challenging environments. We strive to stay
ahead of the competition through our modeling, prototyping, and state of the art test capabilities.
Aerospace is focused on developing systems and components that we believe will be instrumental in helping our
customers achieve their objectives of lower fuel consumption, lighter weight, more efficient performance, reduced
emissions, and improved operating economics. We support our engine and airframe customers as they develop next
generation designs across the commercial aviation, general aviation, civil private, and military markets. Our development
efforts support technology for a wide range of:
•
aerospace turbine engine applications, which include commercial, business, and military turbofan engines of
various thrust classes, turboshaft engines, and turboprop engines;
•
electromechanical and hydraulic actuation systems for flight deck-to-flight surface control of fixed-wing aircraft
and rotorcraft, and turbine engine nacelles, as well as guidance for weapon systems; and
•
motion control components for integration into comprehensive actuation systems.
Most technology development programs begin years before an expected entry to service, such as those for the next
generation of commercial aircraft. Other development programs result in nearer-term product launches associated with
new OEM offerings, product upgrades, or product replacements on existing programs.
We developed the fuel system, air management system, and actuation hardware for CFM International’s LEAP engine
program. We also developed actuation system, combustion system, and oil system components for Pratt & Whitney’s
Geared Turbo Fan (“GTF” or “PurePower”) engine program. We continue to support GE Aerospace and CFM for
improvements to the LEAP fuel system, and Collins Aerospace and Pratt & Whitney for improvements to the PurePower
engine programs.
Industrial is focused on developing innovative technologies, including integrated control systems and system
components, that enable our customers to cost-effectively meet mandated emissions regulations and fuel efficiency
demands, allow for usage of a wider range of fuel sources, increase reliability (particularly in harsh environments), and
reduce total cost of ownership. Our development efforts support technology for a wide range of:
•
products that improve the quality of combustion processes and provide more precise flow of various fuels and
gases in our customers’ gas turbines industrial reciprocating engines fueled by bio-diesel and dual-fuel;
•
electronic devices and software solutions that provide improved control and protection of reciprocating engines,
gas turbines, steam turbines, and engine- and turbine-powered equipment; and
•
advanced predictive intelligence that is integrated into many of our complex products and systems.
Human Capital
Our employees (whom we call “members”) are Woodward’s most valuable resource for current and future success.
We promote an environment that ensures safety, encourages diversity and inclusion, fosters growth and self-development,
and provides meaningful work. All members participate in our success through attractive and aligned total rewards
programs. Notable programs we offer to our full-time members include:
•
employer sponsored health insurance;
•
employer 401(k) matching contributions;
•
annual Woodward stock contributions for U.S. members;
•
a tuition assistance program;
•
training and professional development courses through our Woodward University curriculum; and
•
other values-based and technical development training
7
Tenure of all employees averages ten years, reflective of our positive workplace culture. Our recruiting team uses
internal and external resources to recruit highly skilled and talented workers, and we encourage and reward employee
referrals for open positions.
In addition to our comprehensive investment in our members’ success, we strive to maintain an inclusive environment
that values and leverages the uniqueness of each member to the benefit of all our stakeholders. We view the combination
of diverse perspectives and backgrounds as a powerful force for innovation. To promote diversity and our core principles,
we emphasize dignity, value, and equality of all members, regardless of race, color, religion, age, gender or sexual
orientation, through our actions and the workplace training programs we provide. We continually strive to harness the
diversity of our global workforce by cultivating a climate that permits all our members to bring their authentic selves to
work every day.
The health and safety of our members is also a top priority. We have implemented appropriate procedures and
precautions to ensure the continued safety and well-being of members. We strive to comply with all federal and local
workplace laws and regulations where we do business. We are always looking for ways to exceed compliance standards by
utilizing continuous improvement discipline to proactively eliminate risks in the workplace.
As of October 31, 2024, we employed approximately 9,300 full-time members of which approximately 2,880 were
located outside of the United States, with the majority of such members located in Germany, Poland, and China.
In the United States, approximately 13% of our total full-time workforce were union members as of October 31, 2024.
All union members in the United States work for our Aerospace segment. The collective bargaining agreements with our
union members are generally renewed through contract renegotiation near the contract expiration dates. The MPC
Employees Representative Union contract, which covered approximately 800 members as of October 31, 2024, expires
September 30, 2025. The Local Lodge 727-N International Association of Machinists and Aerospace Workers agreement,
which covers approximately 400 members as of October 31, 2024, expires April 23, 2027.
In Germany, approximately 13% of our total full-time workforce were union members as of October 31, 2024, all of
whom work for our Industrial segment. Our Woodward L’Orange members are part of the IG Metall union in Germany. IG
Metall covered approximately 1,200 members as of October 31, 2024.
We believe we have good, collaborative relationships with our union members and the representative unions.
Almost all of our other members in the United States were at-will members as of October 31, 2024, and therefore, not
subject to any type of employment contract or agreement. Our executive officers each have severance and change-in-
control agreements which have been filed with the SEC.
Outside of the United States, we enter into employment contracts and agreements in those countries in which such
relationships are mandatory or customary, including coordination through local works’ councils. The provisions of these
agreements correspond in each case with the required or customary terms in the subject jurisdiction.
Patents, Intellectual Property, and Licensing
We own numerous patents and other intellectual property, and have licenses for the use of patents and other
intellectual property owned by others, which relate to our products and their manufacture. In addition to owning a large
portfolio of intellectual property, we also license intellectual property to and from third parties. For example, the U.S.
Government has certain rights in our patents and other intellectual property developed in performance of certain
government contracts, and it may use or authorize others to use the inventions covered by such patents for government
purposes as allowed by law.
Intellectual property not covered by patents (or patent applications) includes trade secrets and other technological
know-how that is not patentable or for which we have elected not to seek patent protection, including intellectual property
relating to our manufacturing processes and engineering designs. Such unpatented technology, including research,
development and engineering technical skills and know-how, as well as unpatented software, is important to our overall
business and to the operations of each of our segments.
While our intellectual property assets taken together are important, we do not believe our business or either of our
segments would be materially affected by the expiration of any particular intellectual property right or termination of any
particular intellectual property patent license agreement.
8
As of September 30, 2024, our Consolidated Balance Sheets includes $440,419 of net intangible assets. This value
represents the carrying values, net of amortization, of certain assets acquired in various business acquisitions and does not
purport to represent the fair value of our acquired intellectual property as of September 30, 2024.
Environmental Matters and Climate Change
The Company is regulated by federal, state, and international environmental laws governing our use, transport and
disposal of substances and control of emissions. Compliance with these existing laws has not had a material impact on our
capital expenditures, earnings or global competitive position.
We use hazardous materials and/or regulated materials in our manufacturing operations. We also own, operate, have
acquired, and may in the future acquire facilities that were formerly owned and operated by others that used such
materials. We believe the risk that a significant release of regulated materials has occurred in the past or will occur in the
future cannot be completely eliminated or prevented. From time to time, we engage in environmental remediation
activities, generally in coordination with other companies, pursuant to federal and state laws. In addition, we may be
exposed to other environmental costs including participation in superfund sites or other similar jurisdictional initiatives.
When it is reasonably probable that we will incur remediation costs at a site, and those costs can be reasonably estimated,
we accrue a liability for such future costs with a related charge against our earnings. In formulating that estimate and
recognizing those costs, we do not consider amounts expected to be recovered from insurance companies, or others, until
such recovery is assured. Currently, we have no sites undergoing remediation.
Our manufacturing facilities generally do not produce volumes or quantities of byproducts, including greenhouse
gases, that would be considered hazardous waste or otherwise harmful to the environment. We do not expect legislation
currently pending or expected in the next several years to have a significant negative impact on our operations in any of our
segments.
Domestic and foreign legislative initiatives on emissions control, renewable energy, and climate change tend to
favorably impact the sale of our energy control products. For example, our Industrial segment produces energy control
products that help our customers maximize engine efficiency and minimize wasteful emissions, including greenhouse gases.
In 2023, we released our fourth sustainability report, where we continue to build upon our commitments to
sustainability in areas of environmental stewardship, social responsibility, and corporate governance. We apply a
systematic approach to identifying, evaluating, and managing risks across our operations, with the goal to be a supplier,
community partner, and employer of choice.
The full report can be found on the Sustainability at Woodward section of our website.
Available Information
Through a link on the Investor Information section of our website, www.woodward.com, we make available, free of
charge, the following filings as soon as reasonably practicable after they are electronically filed or furnished to the SEC: our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule
14A, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as well as Section 16 reports of our officers and directors. The Securities and Exchange Commission (the “SEC”)
also maintains a website that contains our SEC filings. The address of the site is www.sec.gov. We provide notifications of
news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings
releases as part of our investor relations website. We have used, and intend to continue to use, our investor relations
website, as well as the following as of the date of this filing, as means of disclosing material non-public information and for
complying with the disclosure obligations under Regulation FD:
•
X: X.com/@woodward_inc
•
Facebook: Facebook.com/woodwardinc
•
Instagram: Instagram.com/@woodward_inc
•
LinkedIn: Linkedin.com/company/woodwardinc
•
YouTube: YouTube.com/user/woodwardinc
All links to websites are intended to be inactive. None of the information contained on our website, or the above-
mentioned social media sites, is incorporated into this document by reference.
9
Item 1A. Risk Factors
The following summarizes important factors that could individually, or together with one or more other factors, affect
our business, financial condition, results of operations, and/or cash flows:
Industry Risks
We operate in highly competitive industries and, if we are unable to compete effectively in one or more of our markets,
our business, financial condition, and results of operations will be adversely affected.
We face intense competition from a number of established competitors in the United States and abroad, some of
which are larger in size or are divisions of large, diversified companies with substantially greater financial resources. In
addition, global competition continues to increase. Changes in competitive conditions, including the availability of new
technologies, products and services, the introduction of new channels of distribution, changes in OEM and aftermarket
pricing, and further consolidation of companies in our industries, could impact our relationships with our customers and
may adversely affect future sales and margins, which could have a material adverse effect on our business, financial
condition, results of operations, and cash flows.
Further, the markets in which we operate experience rapidly changing technologies and frequent introductions of new
products and services. Our technologies and the technological expertise we have developed and maintained could become
less valuable if a competitor were to develop a new technology that would allow it to match or exceed the performance of
existing technologies at a lower cost. If we are unable to develop competitive technologies, future sales or earnings could
be lower than expected, which could have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
A significant portion of our revenue is concentrated among a relatively small number of customers, which makes our
business more vulnerable to fluctuations in sales to these customers and changes in their financial condition.
A significant portion of our revenue is concentrated among a relatively small number of customers. We have fewer
customers than many companies with similar sales volumes. For the fiscal year ended September 30, 2024, sales to our
largest 5 customers represented approximately 35% of our consolidated net sales and approximately 31% of our accounts
receivable. If any of our significant customers were to change suppliers, in-source production, institute significant
restructuring or cost-cutting measures, or experience financial distress, these significant customers may substantially
reduce, or otherwise be unable to pay for, purchases from us. Accordingly, our consolidated net sales could decrease
significantly, or we may experience difficulty collecting, or be unable to collect, amounts due and payable, which could have
a material adverse effect on our business, financial condition, results of operations, and cash flows.
The long sales cycle, customer evaluation process, and implementation period of our products and services may increase
the costs of obtaining orders and reduce the predictability of sales cycles and our inventory requirements.
Our products and services are technologically complex and require significant capital commitments. Prospective
customers generally must commit significant resources to test and evaluate our products and to install and integrate them
into larger systems. Accordingly, customers often require a significant number of product presentations and
demonstrations before reaching a sufficient level of confidence in the product’s performance and compatibility to commit
to an order. In addition, orders expected in one quarter may shift to another quarter or be cancelled with little advance
notice as a result of customers’ budgetary constraints, internal acceptance reviews, and other factors affecting the timing of
customers’ purchase decisions. The difficulty in forecasting demand increases the challenge in anticipating sales cycles and
our inventory requirements, which may cause us to over-produce finished goods and could result in inventory write-offs, or
could cause us to under-produce finished goods. Any such over-production or under-production could have a material
adverse effect on our business, financial condition, results of operations, and cash flows.
Our strategic joint venture with GE Aerospace may make it more difficult to secure long-term sales in certain aerospace
markets.
In January 2016, Woodward and GE, consummated the formation of a strategic joint venture (the “JV”) and since April
2024, GE has been acting through GE Aerospace. The JV agreement does not restrict Woodward from entering into any
market; however, consolidation in the aircraft engine market is increasingly prevalent, resulting in fewer engine
manufacturers, and thus it may become more difficult for Woodward to secure new business with GE Aerospace
competitors on similar product applications both within and outside the specific markets the JV operates. Additionally, if GE
10
Aerospace fails to win new content in the market space covered by the JV, Woodward may be prevented from expanding
content on future commercial aircraft engines in those markets.
Commercial, Financial, and Regulatory Risks
Suppliers may be unable to provide us with materials of sufficient quality or quantity to meet our production needs at
favorable prices or at all which may adversely affect our revenue and margins.
We are dependent upon suppliers for parts and raw materials used in the manufacture of products that we sell to our
customers, and our raw material costs are subject to commodity market fluctuations and have been impacted by the
current inflationary environment. We have experienced shortages of certain parts and raw materials due to challenges in
our supply chain, although we have made strategic investments to simplify and strengthen our supply chain. We may
continue to experience shortages of parts or raw materials for the same or other reasons, such as the loss of a significant
supplier, high overall demand creating shortages in parts and supplies we use, financial distress, work stoppages, natural
disasters, fluctuations in commodity prices, the imposition of tariffs or other duties, or production or distribution difficulties
that may affect one or more of our suppliers. In some instances, we depend upon a single source of supply, manufacturing,
or logistics support or participate in commodity markets that may be subject to allocations of limited supplies by suppliers.
Some of our suppliers have experienced, and others may similarly experience, financial difficulties, delivery delays or other
performance problems, and, as a result, we have from time to time been, and may in the future be, unable to meet
commitments to our customers and/or incur additional costs. Our customers rely on us to provide on-time delivery and
have certain rights if our delivery standards are not maintained. A significant increase in our supply costs, including for raw
materials that are subject to commodity price fluctuations, inflationary pressures, and/or the imposition of tariffs, or a
protracted interruption of supplies for any reason, could result in the delay of one or more of our customer contracts,
increase our costs, result in lost revenue or could damage our reputation and relationships with customers. In addition,
quality and sourcing issues that our suppliers may experience can also adversely affect the quality and effectiveness of our
products and services and may result in liability or reputational harm to us. Any of these events could have a material
adverse effect on our business, financial condition, results of operations, and cash flows.
Our profitability may suffer if we are unable to manage our expenses in connection with sales increases, sales decreases,
or if we experience change in product mix.
Some of our expenses are relatively fixed in relation to changes in sales volume and are difficult to adjust in the short
term. Expenses driven by business activity other than sales level and other long-term expenditures, such as fixed
manufacturing costs, capital expenditures, and research and development expenses may be difficult to reduce in a timely
manner in response to a reduction in sales. In periods of rapid sales increases it may be difficult to quickly increase our
production of finished goods because of our long manufacturing lead times. If a sudden, unanticipated need for raw
materials, components and labor arises, we could experience difficulties in sourcing these items at a favorable cost, in
sufficient quantities or at all. These factors could result in delays in fulfilling customer sales contracts, lost revenue, damage
to our reputation and relationships with our customers, and an inability to meet market demand, which in turn could
prevent us from taking advantage of business opportunities or responding to competitive pressures and could result in an
increase in costs leading to a decrease in net earnings or even net losses. In addition, we sell products that have varying
profit margins, and fluctuations in the mix of sales of our various products may affect our overall profitability.
Reductions, delays or changes in U.S. Government spending could adversely affect our business.
Sales made directly to U.S. Government agencies and entities, or indirectly through third party manufacturers, such as
tier-one prime contractors, utilizing our parts and subassemblies, accounted for approximately 17% of total sales in both
fiscal year 2024 and fiscal year 2023.
The U.S. Government participates in a wide variety of operations, including homeland defense, counterinsurgency,
counterterrorism, and other defense-related operations that employ our products and services. U.S. defense spending has
historically been cyclical in nature and is subject to periodic congressional authorization and appropriation actions. The
level of U.S. defense spending is hard to predict and may be impacted by numerous factors outside of our control such as
changes in the perceived threat environment, prevailing U.S. foreign policy, changes in security, defense, and intelligence
strategies and priorities, shifts in domestic and international spending, the macroeconomic environment, tax policy, budget
deficits and competing budget priorities, and the political environment and future potential government shutdowns.
Defense budgets tend to rise when perceived threats to national security increase the level of concern over the
country’s safety, but we can provide no assurance that an increase in defense spending will be allocated to programs that
11
would benefit our business. Decreases in U.S. Government defense spending, changes in the spending allocation, phase-
outs or terminations of certain aerospace and defense programs on which we have content could have a material adverse
effect on our sales unless they are offset by other aerospace and defense programs and opportunities. If the priorities of
the U.S. Government change and/or defense spending is reduced or delayed for any of the reasons discussed above, our
business, financial condition, results of operations, and cash flows may be adversely affected.
Our business may be adversely affected by risks unique to government contracting.
As a result of our contracts with the U.S. Government, we are subject to certain unique risks, including the risks set
forth below:
•
Our U.S. Government contracts and the U.S. Government contracts of our customers are subject to modification,
curtailment or termination by the government, either for the convenience of the government or for default as a
result of a failure by us or our customers to perform under the applicable contract. If any of our contracts are
terminated by the U.S. Government, our backlog would be reduced, in accordance with contract terms, by the
expected value of the remaining work under such contracts. In addition, we are not the prime contractor on most
of our contracts for supply to the U.S. Government, and the U.S. Government could terminate a prime contract
under which we are a subcontractor, irrespective of the quality of our products and services as a subcontractor.
•
We must comply with procurement laws and regulations relating to the formation, administration, and
performance of our U.S. Government contracts and the U.S. Government contracts of our customers. The U.S.
Government may change procurement laws and regulations from time to time. A violation of U.S. Government
procurement laws or regulations, a change in U.S. Government procurement laws and regulations, or a
termination arising out of our default could expose us to liability, debarment, or suspension and could have an
adverse effect on our ability to compete for future contracts and orders.
•
We are subject to government inquiries, audits, and investigations due to our business relationships with the U.S.
Government and the heavily regulated industries in which we do business. In addition, our contract costs are
subject to audits by the U.S. Government. U.S. Government agencies, including the Defense Contract Audit
Agency and the Defense Contract Management Agency, routinely audit government contractors and
subcontractors. These agencies review our performance under contracts, cost structure, and compliance with
applicable laws, regulations, and standards, as well as the adequacy of and our compliance with our internal
control systems and policies. Any costs found to be misclassified or inaccurately allocated to a specific contract
would be deemed non-reimbursable, and to the extent already reimbursed, would be refunded. Any inadequacies
in our systems and policies could result in withholdings on billed receivables, penalties, and reduced future
business. Any inquiries or investigations, including those related to our contract pricing, could potentially result in
civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits,
suspension of payments, fines, suspension, and/or debarment from participating in future business opportunities
with the U.S. Government. Such actions could harm our reputation, even if such allegations are later determined
to be unfounded, and could have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
The occurrence of one or more of these risks, some of which are out of our control, could have a material adverse
effect on our business, financial condition, results of operations, and cash flows.
Our debt obligations and the restrictive covenants in the agreements governing our debt could limit our ability to
operate our business or pursue our business strategies, could adversely affect our business, financial condition, results of
operations, and cash flows, and could significantly reduce stockholder benefits from a change of control event.
As of September 30, 2024, our total debt was $872,470, including $475,000 in unsecured notes denominated in U.S.
dollars issued in private placements and $178,624 of unsecured notes denominated in Euros issued in private placements.
We are obligated to make interest and scheduled principal payments under the agreements governing our long-term debt,
which requires us to dedicate a portion of our cash flow from operations to payments on our indebtedness, and which may
reduce the availability of our cash flow for other purposes, including business development efforts and mergers and
acquisitions. These debt obligations could make us more vulnerable to general adverse economic and industry conditions
and could limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate,
thereby placing us at a disadvantage to our competitors that have less indebtedness. Further, we may require additional
capital to repay our debt obligations when they mature, and such capital may not be available on terms acceptable to us or
at all.
12
Our existing revolving credit facility and note purchase agreements impose financial covenants on us and our
subsidiaries that require us to maintain certain leverage ratios and minimum levels of consolidated net worth. Certain of
these agreements require us to repay outstanding borrowings with portions of the proceeds we receive from certain sales
of property or assets and specified future debt offerings.
These financial covenants place certain restrictions on our business that may affect our ability to execute our business
strategy successfully or take other actions that we believe would be in the best interests of our Company. These covenants
include limitations or restrictions, among other things, on our ability and the ability of our subsidiaries to:
•
incur additional indebtedness;
•
pay dividends or make distributions on our capital stock or certain other restricted payments or investments;
•
purchase or redeem stock;
•
issue stock of our subsidiaries;
•
make domestic and foreign investments and extend credit;
•
engage in transactions with affiliates;
•
transfer and sell assets;
•
effect a consolidation or merger or sell, transfer, lease, or otherwise dispose of all or substantially all of our
assets; and
•
create liens on our assets to secure debt.
These agreements contain certain customary events of default, including certain cross-default provisions related to
other outstanding debt arrangements. Any breach of the covenants under these agreements or other event of default could
cause a default under these agreements and/or a cross-default under our other debt arrangements, which could restrict
our ability to borrow under our revolving credit facility. If there were an event of default under certain provisions of our
debt arrangements that was not cured or waived, the holders of the defaulted debt may be able to cause all amounts
outstanding with respect to the debt instrument, plus any required settlement costs, to be due and payable immediately.
Our assets and available cash balances may not be sufficient to fully repay borrowings under our outstanding debt
instruments if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our indebtedness
as required, or amend the covenants contained in these agreements, the lenders or note holders may be entitled to obtain
a lien or institute foreclosure proceedings against our assets. Any of these events could have a material adverse effect on
our business, financial condition, results of operations, and cash flows.
Additional tax expense or additional tax exposures could impact our future profitability.
We are subject to income taxes in both the United States and jurisdictions outside of the United States. Our tax
liabilities are dependent upon the distribution mix of operating income among these different jurisdictions. Our tax expense
includes estimates of additional tax that may be incurred and reflects various estimates, projections, and assumptions that
could impact the valuation of our deferred tax assets and liabilities. Our future operating results could be adversely affected
by changes in the effective tax rate, which could be caused by, among other things:
•
changes in the mix of earnings in countries with differing statutory tax rates;
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changes in our overall profitability;
•
changes in rules or interpretations of existing tax laws;
•
changes in U.S. federal tax legislation and tax rates;
•
changes in state or non-U.S. government tax legislation and tax rates;
•
changes in tax incentives;
•
changes in U.S. GAAP;
•
changes in the projected realization of deferred tax assets and liabilities;
•
changes in management’s assessment of the amount of earnings indefinitely reinvested offshore;
•
changes in management’s intentions regarding the amount of earnings reinvested offshore; and
•
the results of audits and examinations of previously filed tax returns and continuing assessments of our tax
exposures.
13
We derive a significant amount of revenue and obtain components from outside of the United States; accordingly, we
are subject to the risks of doing business in other countries.
In fiscal year 2024, approximately 49% of our total sales were made to customers in jurisdictions outside of the United
States (including products manufactured in the United States and sold outside the United States as well as products
manufactured in international locations). We also purchase raw materials and components from suppliers outside the
United States. Accordingly, our business and results of operations are subject to risks associated with doing business
internationally, including:
•
transportation delays and interruptions;
•
political, social and economic instability and disruptions;
•
natural disasters or pandemics;
•
terrorism, war, and international tensions and conflicts;
•
the imposition of taxes, import and export controls, duties and tariffs, embargoes, sanctions and other trade
restrictions;
•
fluctuations in currency exchange rates;
•
different and changing regulatory environments;
•
cost of compliance with increasingly complex and often conflicting regulations governing various matters
worldwide;
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cost of labor, labor shortages, and other changes in labor conditions;
•
the potential for nationalization of enterprises;
•
potential limitations on the Company’s ability to enforce legal rights and remedies, including protection of
intellectual property;
•
difficulty of enforcing agreements and collecting receivables through some foreign legal systems;
•
potentially adverse tax consequences, including limitations on repatriations of earnings; and
•
difficulties in implementing restructuring actions on a timely basis.
The implementation of tariffs could increase the cost of certain commodities and/or limit their supply. Over the longer
term, tariffs could significantly increase our costs and our ability to pass such increased costs along to our customers may
be limited, which could have a material adverse effect on our business, financial condition, results of operations, and cash
flows.
We are subject to and must comply with U.S. laws restricting or otherwise prohibiting companies from doing business
in certain countries and with certain parties, including those on exports imposed under the U.S. Export Control Laws and
Sanctions Programs. These laws and regulations change from time to time and may restrict sales to other countries or
parties.
We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery and anti-corruption laws and
regulations in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to
government officials for the purpose of obtaining or retaining business or securing an improper business advantage. We
operate in many parts of the world and sell to industries that have experienced corruption to some degree. If we are found
to be liable for FCPA or other similar anti-bribery law or regulatory violations, we could be subject to civil and criminal
penalties or other sanctions that could have a material adverse impact on our business, financial condition, results of
operations, and cash flows.
Also, a material disruption to the financial institutions with whom we transact business could have a material adverse
effect on our international operations or on our business, financial condition, results of operations, and cash flows.
Changes in the estimates of fair value of reporting units or of long-lived assets, particularly goodwill, may result in future
impairment charges, which could have a material adverse effect on our business, financial condition, and results of
operation.
At September 30, 2024, we had $806,643 of goodwill, representing approximately 18% of our total assets. We test
goodwill for impairment at the reporting unit level on at least an annual basis or more frequently if an event occurs or
circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Future goodwill impairment charges may occur if estimates of fair values decrease, which would reduce future earnings. In
addition, we may incur asset impairment charges if asset utilization declines, if customer demand decreases, or for a
number of other reasons, which would reduce future earnings. Any such impairment charges could have a material adverse
effect on our business, financial condition, and results of operations.
14
There can be no assurance that our estimates and assumptions of the fair value of our reporting units, the current
economic environment, or the other inputs used in forecasting the present value of forecasted cash flows used to estimate
the fair value of our reporting units will prove to be accurate projections of future performance, and any material error in
our estimates and assumptions, could result in us needing to take a material impairment charge, which would have the
effects discussed above.
Our inability to retain key personnel or attract and retain new qualified personnel could adversely affect our business
and limit our ability to operate successfully.
Due to the specialized nature of our business, competition for technical personnel is intense and our future
performance is highly dependent on our ability to hire, train, assimilate, and retain a qualified workforce. Additionally, it is
important we hire and retain personnel with relevant experience in local laws, regulations, customs, traditions, and
business practices to support our international operations. Achieving this objective may be difficult due to many factors,
including fluctuations in global economic and industry conditions, management changes, increasing local and global
competition for talent, the availability of qualified employees, challenges associated with retaining qualified employees,
restructuring and alignment activities, and the attractiveness of our compensation and benefit programs.
Our financial and operating performance depends on continued access to a stable workforce and on favorable labor
relations with our employees.
We rely on a highly trained workforce due to the specialized nature of our business. Further, approximately 13% of
our workforce in the United States is unionized, and certain of our operations in the United States and internationally
involve different employee/employer relationships and the existence of works’ councils. We periodically need to
renegotiate our collective bargaining agreements, and any failure to negotiate new agreements or extensions in a timely
manner could result in work stoppages or slowdowns. Any significant increases in labor costs, deterioration of employee
relations, including any conflicts with works’ councils or unions, or slowdowns or work stoppages at any of our locations,
whether due to employee turnover, changes in availability of qualified technical personnel, failure to have a collaborative
and effective relationship with our employees, including our union employees, or an effective collective bargaining
agreement in place with our union employees, or otherwise, could impair our ability to supply products or fulfill orders, and
could otherwise have a material adverse effect on our business, our relationships with customers, and our financial
condition, results of operations, and cash flows. Further increases in labor costs could significantly reduce our profit
margins if we are unable to flow such costs through to our customers.
Our operations and suppliers may be subject to physical and other risks that could disrupt our operations.
Our operations and sources of supply could be disrupted by unforeseen events, including fires, tornadoes, tsunamis,
hurricanes, earthquakes, floods, and other forms of severe weather in countries in which we operate or in which our
suppliers are located, any of which could adversely affect our operations and financial performance. Natural disasters,
public health concerns and pandemics, war, political unrest, terrorist activity, equipment failures, power outages, threats to
physical security of our facilities, assets or people, or the security of our information technology ("IT") infrastructure and
systems or other unforeseen events could result in physical damage to or other disruption of, and complete or partial
closure of, one or more of our manufacturing facilities, or could cause temporary or long-term disruption in the supply of
component products from some local and international suppliers, disruption in the transport of our products and significant
delays in the shipment of products and the provision of services, which could in turn cause the loss of sales and customers.
Existing insurance arrangements may not provide protection for all the costs that may arise from such events. Accordingly,
disruption of our operations or the operations of a significant supplier could have a material adverse effect on our business,
financial condition, results of operations, and cash flows.
Failure to develop, obtain, enforce, and protect intellectual property rights or third parties claims that we are infringing
their intellectual property could harm our business.
Our success depends in part on our ability to develop technologies and inventions and other intellectual property, and
obtain intellectual property rights and enforce such intellectual property rights worldwide. In this regard, we rely on patent,
trademark, copyright, and trade secret laws in the United States and in other jurisdictions where we do business, as well as
license agreements, nondisclosure agreements, and confidentiality and other contractual provisions.
However, we cannot be certain we will be able to obtain patents or other intellectual property rights in our new
technologies and inventions or, if we do, the scope of such rights may not be sufficiently broad to afford us any significant
commercial advantage over our competitors. Further, our existing and future intellectual property rights may not provide
us with competitive advantages or distinguish our products and services from those of our competitors. The technologies
15
and inventions developed by us in the future may not be considered valuable by customers or provide us with a
competitive advantage, or competitors may develop similar or identical technologies and inventions independently of us
and before we do.
Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application
and maintenance costs, as well as the costs of defending and enforcing those rights. Competitors and other third parties
may also challenge the ownership, validity, and/or enforceability of our patents or other intellectual property rights.
Moreover, the laws of certain foreign jurisdictions do not recognize intellectual property rights or protect them to the same
extent as do the laws of the United States. To the extent we do assert our intellectual property rights against third parties,
we may not be successful and adequate remedies may not be available in the event of infringement or unauthorized use of
our intellectual property rights, or disclosure of our trade secrets.
Third parties may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual
property rights. We cannot assure you that our current or future technologies are not, infringing or violating intellectual
property rights of third parties, or will not do so in the future. In the event we face claims of infringement or
misappropriation, we may face expensive litigation or indemnification obligations, be required to enter into licenses, and
may be prevented from selling existing products and pursuing product development or commercialization. Even if such
claims are without merit, we may be required to expend significant time and resources on the defense of such claims. If we
are unable to sufficiently protect our patent and other proprietary rights or if we infringe on or misappropriate proprietary
rights of others, our business, financial condition, results of operations, and cash flows could be materially adversely
affected.
We are subject to legal proceedings, investigations, claims and/or regulatory proceedings which could have a significant
impact on our business and operations.
We are currently involved or may become involved in legal, regulatory, and other proceedings. These proceedings may
include, without limitation, product liability matters, intellectual property matters, contract disputes or claims, pending or
threatened litigation, governmental investigations, as well as employment, tax, environmental, or other matters. These
proceedings could lead to enforcement actions, adverse changes to our business practices, fines and penalties, business
remedies, or the assertion of private litigation claims and/or damages that could be material, and of which could have a
material adverse effect on our business, financial condition, results of operations, and cash flows. Even if the legal
proceedings we face are decided in our favor, or are unfounded, we may incur material expenses and such matters may
require significant management attention, and may harm our reputation with customers, employees or investors. We
accrue for known individual matters if we believe it is probable that the matter will result in a loss when ultimately resolved
using estimates of the most likely amount of loss. However, estimating possible losses involves significant judgment and
outcomes are unpredictable, therefore, actual losses may exceed our estimates.
Our business and operations may be adversely affected by cybersecurity breaches or other information technology
system or network interruptions or intrusions.
We depend heavily on the confidentiality, integrity, and availability of our IT and computerized systems to
communicate and operate effectively. We store sensitive data, including proprietary business information, intellectual
property, classified information, customer information, supplier information, and confidential employee or other personal
data on our servers and databases. Also, due to political uncertainty and hostile military actions, we may be subject to
heightened risks of cybersecurity incidents and security breaches initiated by nation-state or affiliated actors.
From time to time, we have experienced cyberattacks on our IT infrastructure and systems. We may become the
target of cyber-attacks by third parties, either directly or indirectly via our supply chain or third-party vendors, seeking
unauthorized access to our data or our customers’ data or to disrupt our operations or our ability to provide services. There
is also a danger of loss, misuse, theft, unavailability, or unauthorized disclosure or other processing of information or assets
(including source code), or damage to or other compromise of systems, components, and other IT assets, including the
introduction of malicious code or other vulnerabilities by people who obtain unauthorized access to our facilities, systems,
or information. There are many different techniques used to obtain unauthorized access to systems and data, and such
techniques continue to evolve and become more sophisticated, and the adversaries are becoming more advanced,
including nation states and actors sponsored by or affiliated with nation states, which target us and other defense
contractors because we protect national security information, and other actors with substantial financial and technological
resources. These techniques include, but are not limited to, the use of malicious software, destructive malware,
ransomware, denial of service attacks, phishing and other means of social engineering, and other means of causing system
or network disruptions, obtaining unauthorized access to data or systems, or causing other cybersecurity breaches and
16
incidents. Additionally, system and service disruptions, and cybersecurity breaches or incidents, may result from employee
or contractor error, negligence, or malfeasance. Further, there have been and may continue to be cyberattacks on, and
other attempts to compromise the security of, the supply chain. We may experience security breaches or incidents resulting
from tools, services, or other third-party components and security vulnerabilities within, or introduced by, such tools,
services, or components. Due to the rapidly evolving threat environment and other factors, we may not be successful in
defending against all such attacks. Further, due to the evolving nature of these security threats and the national security
aspects of much of the data we protect, the full impact of any future security breach or incident cannot be predicted.
We have implemented various measures, including technical security controls, employee training, comprehensive
monitoring of our networks and systems, independent third party security assessments, maintenance of backup systems,
and the use of disaster recovery sites. In addition, we have, among other things, endeavored to align our practices and
procedures with recognized IT security frameworks and select recommended practices, and through corroboration of our
policies and procedures with local and federal agencies. Nonetheless, our IT infrastructure, systems, networks, products,
solutions, and services remain potentially vulnerable to numerous additional known or unknown threats. Although we have
implemented measures to prevent, detect, and respond to malicious activity, we cannot guarantee that such measures will
be effective or sufficient to prevent a cyberattack or other means of effecting cybersecurity breaches or incidents.
If any of our IT infrastructure or systems are damaged, disrupted, or are otherwise impacted by security breaches or
incidents, whether from cybersecurity attacks or other causes, or if we suffer any security breach or incident involving
unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of our data or other data we
maintain or otherwise process, we could experience significant operational stoppages, disruptions, delays, and/or other
detrimental impacts on our operations or investment in research, and may face increased costs, including increased costs of
implementing new data protection and security measures, policies, and procedures, and costs associated with remediating
and otherwise responding to the security breach or incident. Any such security breach or incident or the perception that it
has occurred, also may result reputational damage and increased operational costs, regulatory investigations, proceedings,
and orders, litigation or other demands, indemnity obligations, damages for contract breach, fines or penalties relating to
actual or alleged violation of applicable laws, regulations, or contractual obligations, incentives offered to customers or
other business partners in an effort to maintain business relationships, and other costs and liabilities. Such impacts could
result in diminished competitive advantages and could have a material adverse effect on our business, financial condition,
results of operations, and cash flows. Further, any unauthorized disclosure or use or acquisition of our intellectual property
and/or confidential business information could harm our competitive position, result in a loss of intellectual property
protection, and otherwise reduce the value of our investment in research and development and other strategic initiatives
or otherwise adversely affect our business.
Our insurance coverage may not be sufficient to compensate for all liability relating to any actual or potential
disruption or other security breach or incident. We cannot be certain that our coverage will be adequate for liabilities
actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any
insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that
exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or
the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business,
including our financial condition, operating results, and reputation.
Data privacy, data protection, and cybersecurity may require significant resources and present certain risks.
We collect, store, and otherwise process certain confidential or sensitive data, including personal data and other
information that is subject to laws, regulations, customer-imposed controls, or other actual or asserted obligations. The
laws, regulations, standards, and other actual and asserted obligations relating to privacy, data protection, and
cybersecurity to which we may be subject, in the U.S. and globally, are evolving. For example, in the European Union, the
General Data Protection Regulation imposes stringent requirements applicable to processing personal data and provides for
substantial penalties for noncompliance, and in the U.S., California and numerous other states have adopted
comprehensive privacy laws, with other states considering such laws. Many jurisdictions around the world have passed or
are considering laws and regulations relating to privacy, data protection, and cybersecurity, including laws that impose
cross-border data transfer restrictions and require certain personal data to be maintained on local servers.
Any actual or perceived failure to comply with laws, regulations, or contractual or other actual or asserted obligations
to which we are or are alleged to be subject relating to privacy, data protection, or cybersecurity could result in claims,
litigation, and regulatory investigations and other proceedings, as well as damage to our reputation. These could result in
substantial costs, diversion of resources, fines, penalties, and other damages and liabilities, and harm to our customer
17
relationships, our market position, and our ability to attract new customer engagements. Any of these could harm our
business, financial condition, results of operations, and cash flows, potentially in a material manner.
Increasing emission standards that drive certain product sales may be eased or delayed, which could reduce our
competitive advantage.
We sell components and systems that have been designed to meet strict emission standards, including standards that
have not yet been implemented but are expected to be implemented soon. If these emission standards are eased,
developed products may become unnecessary and/or our future sales could be lower as potential customers select
alternative products or delay adoption of our products, which would have a material adverse effect on our business,
financial condition, results of operations, and cash flows.
Prices for fossil fuels may increase significantly and disproportionately to other sources of fuels used for power
generation, which could reduce our sales and adversely affect our business, financial condition, results of operations, and
cash flows.
Commercial producers of electricity use many of our components and systems, most predominately in their power
plants that use natural gas as their fuel source. Commercial producers of electricity are often in a position to manage the
use of different power plant facilities and make decisions based on operating costs. Compared to other sources of fuels
used for power generation, natural gas prices have increased slower than fuel oil, but about the same as coal. This increase
in natural gas prices and any future increases, whether in absolute dollars or relative to other fuel costs such as oil, could
impact the sales mix of our components and systems, which could have a material adverse effect on our business, financial
condition, results of operations, and cash flows.
Long-term reduced commodity prices for oil, natural gas, and other minerals may depress the markets for certain of our
products and services, particularly those from our Industrial segment.
Many of our Industrial segment OEM and aftermarket customers and our Aerospace segment rotorcraft product lines’
customers provide goods and services that support various industrial extraction activities, including mining, oil and gas
exploration and extraction, and transportation of raw materials from extraction sites to refineries and/or processing
facilities. Long-term lower prices for commodities such as oil, natural gas, gold, tin, and various other minerals could reduce
exploration activities and place downward pressure on demand for our goods and services that support exploration and
extraction activities.
Business Risks
Our product development activities may not be successful, may be more costly than anticipated, or we may not be able
to produce newly developed products at a cost that meets the anticipated product cost structure.
Our business involves a significant level of product development activities, generally in connection with our
customers’ development activities. Industry standards, customer expectations, or other products may emerge that could
render one or more of our products or services less desirable or obsolete. Additionally, our competitors may develop new
technology, or more efficient ways to produce their existing products that could cause our existing products or services to
become less desirable or obsolete. Maintaining our market position requires continued investment in research and
development. During an economic downturn or a subsequent recovery, we may need to maintain our investment in
research and development, which may limit our ability to reduce these expenses in proportion to a sales shortfall.
In addition, increased investments in research and development may divert resources from other potential
investments in our business, such as acquisitions or investments in our facilities, processes, and operations. If these
activities are not as successful as currently anticipated, are not completed on a timely basis, or are more costly than
currently anticipated, or if we are not able to produce newly developed products at a cost that meets the anticipated
product cost structure, then our future sales, margins and/or earnings could be lower than expected, which could have a
material adverse effect on our business, financial condition, results of operations, and cash flows.
Product liability claims, product recalls or other liabilities associated with the products and services we provide may
force us to pay substantial damage awards and other expenses.
The manufacture and sale of our products and the services we provide expose us to risks of product and other tort
claims, and any resulting liability. We currently have and have had in the past product liability claims relating to our
products, and we will likely be subject to additional product liability claims in the future for past, current, and future
products. Some of these claims may have a material adverse effect on our business, financial condition, results of
18
operations, and cash flows. We also provide certain services to our customers and are subject to claims with respect to the
services provided. In providing such services, we may rely on subcontractors to perform all or a portion of the contracted
services. It is possible that we could be liable to our customers for work performed by a subcontractor.
Regardless of the outcome, product liability claims can be expensive to defend, can divert the attention of
management and other personnel for significant periods of time, and can cause reputational damage. While we believe that
we have appropriate insurance coverage available to us related to any such claims, our insurance may not cover all
liabilities or be available in the future at a cost acceptable to us. An unsuccessful result in connection with a product liability
claim, where the liabilities are not covered by insurance or for which indemnification or other recovery is not available,
could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Acquisitions, joint ventures, divestitures, and other transactions we enter into could fail to achieve strategic objectives,
disrupt our ongoing operations, result in operating difficulties, harm our business, and negatively impact our results of
operations.
As part of our business strategy, we have pursued, and expect to pursue acquisitions of other companies and assets.
The identification, evaluation, and negotiation of potential acquisitions and other strategic transactions may divert the
attention of management and entail various expenses, whether or not such transactions are ultimately completed. If we are
able to complete a transaction. The success of these transactions depends on, among other things, our ability to integrate
these businesses into our operations and realize the planned synergies. Integration of acquired operations may take longer,
or be more costly or disruptive to our business, than originally anticipated. The integration of these acquisitions may
require significant attention from our management, and the diversion of management’s attention and resources could have
a material adverse effect on our ability to manage our business. We may also incur costs and divert management attention
to acquisitions that are never consummated.
Difficulties in the integration of the acquired business may include consolidating the operations, processes, and
systems of the acquired business, retaining and motivating key management and employees, and integrating existing
business relationships with suppliers and customers. Even if integration is successful, the financial and operational results
may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions, and liabilities.
Evolving regulations such as changes in tax, trade, environmental, labor, safety, payroll, or pension policies could increase
the expected costs of acquisitions, and fluctuations in foreign currency exchange rates may impact the agreed upon
purchase price. In addition, we may incur unanticipated costs or expenses following an acquisition, including post-closing
asset impairment charges, expenses associated with eliminating duplicate facilities, and other liabilities.
Many of these factors are outside of our control and any one of them could result in increased costs, decreases in the
amount of expected revenues, and diversion of management’s time and attention. Failure to successfully implement our
acquisition strategy, including successfully integrating acquired businesses, could have a material adverse effect on our
business, financial condition, results of operations, and cash flows.
We also may make strategic divestitures from time to time. We may experience difficulty separating out portions of,
or entire, businesses, incur loss of revenue or experience negative impact on margins, or we may not achieve the desired
strategic and financial benefits. In addition, these types of transactions may result in continued financial involvement in the
divested businesses, such as through guarantees or other financial arrangements, following the transaction, or we may
remain liable for certain matters. We are not likely to have the same level of control over the divested business, and the
performance of those divested businesses could affect our future financial results through additional payment obligations,
higher costs or asset write-downs, any of which could have a material adverse effect on our business, financial condition,
results of operations, and cash flows.
Our restructuring activities may reduce our profitability, and may not have the intended effects.
From time to time, we have implemented restructuring and other actions designed to reduce structural costs, improve
operational efficiency, and position the Company for long-term profitable growth. Historically, our restructuring activities
have included workforce management and other restructuring charges related to acquired businesses. Further, we may
decide to implement restructuring or alignment activities in the future, which may involve, among other things, closing
plants, moving production lines, or making additions, reductions, or other changes to our management or workforce. These
restructuring and/or alignment activities generally result in charges and expenditures that may adversely affect our
financial results for one or more periods.
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Restructuring and/or alignment activities can also create unanticipated consequences, such as instability or distraction
among our workforce, and we cannot be sure that any restructuring or alignment efforts that we undertake will be
successful. A variety of risks could cause us not to realize expected cost savings, including, among others, higher than
expected severance costs related to staff reductions, higher than expected costs of closing plants, higher costs to hire new
employees or delays or difficulty hiring the employees needed, higher than expected operating costs associated with
moving production lines, delays in the anticipated timing of activities related to our cost-saving plan, and other unexpected
costs associated with operating the business.
If we are unable to structure our operations in the light of evolving market conditions, it could have a material adverse
effect on our business, financial condition, results of operations, and cash flows.
Our manufacturing activities may result in future environmental costs or liabilities.
We use hazardous materials and/or regulated materials in our manufacturing operations. We also own, operate, have
acquired, and may in the future acquire facilities that were formerly owned and operated by others that used such
materials. We are subject to a substantial number of costly regulations and we must conform our operations to applicable
regulatory requirements in all countries in which we operate. The risk that a significant release of regulated materials has
occurred in the past or will occur in the future cannot be completely eliminated or prevented. Accordingly, we cannot be
certain that we will not incur additional material costs or liabilities as a result of complying with these requirements.
In addition, we may be subject to other environmental remediation costs such as participation in superfund sites or
other similar jurisdictional initiatives. As a result, we may incur material costs or liabilities or be required to undertake
future environmental remediation activities that could damage our reputation and have a material adverse effect on our
business, financial condition, results of operations, and cash flows.
Failure of our production lines, or those of our subcontractors, to meet required certification standards could disrupt
production.
Our existing production lines, as well as the production lines of our subcontractors, are sometimes required to pass
varying levels of qualification with certain of our customers. Some of our customers require that our production lines pass
their specific qualification standards and that we, and any subcontractors that we may use, be registered under or certified
to certain U.S. or international quality standards. We may be unable to obtain, maintain, or we may experience delays in
obtaining, a certification or registration to a required quality standard. A delay in obtaining, or the failure to obtain a
necessary quality certification or registration could result in significant out-of-sequence work and increased production
costs, as well as delayed deliveries to customers, which could have a material adverse effect on our business, financial
condition, results of operations, and cash flows.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We maintain a cybersecurity risk management program based upon the National Institute of Standards and
Technology Cybersecurity framework to assess, identify, and manage cybersecurity risks. This program is designed to
protect business continuity and preserve the confidentiality, integrity, and continued availability of our IT systems and
infrastructure used in our business as well as the information that we own or is in our care, and is integrated into our
overall enterprise risk management program.
We have established processes to evaluate and address cybersecurity risks on an ongoing basis. As part of our risk
management program, we engage with external third parties to measure the effectiveness of our cybersecurity program
through penetration tests, control assessments, tabletop exercises, and other related activities. Further, we have
implemented a defense-in-depth strategy in which we utilize real-time 24/7 monitoring to identify anomalies, potential
threats, and alerts. This cybersecurity strategy incorporates frameworks, policies, and practices designed to protect the
privacy and security of our sensitive information, backed by a suite of security technologies and tools to implement and
automate select security protections. We maintain cyber risk and related insurance policies as a measure of added
protection.
We educate our members to raise awareness of cybersecurity threats. As part of our program, we maintain annual
training for all members on cybersecurity standards and provide training on how to recognize and properly respond to
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phishing, social engineering schemes, and certain other cyber threats. We equip our members with a mechanism to easily
report suspicious emails which are analyzed by our security systems and dedicated incident response team. “Test” phishing
assessments are periodically sent to our members. Any failures trigger a retraining exercise if not properly reported. Also,
we have specific and regular training for our IT and finance members, as well as our system administrators.
In addition, we maintain processes governing interconnections with third-party systems and we perform due diligence
procedures before onboarding service providers with access to our systems or processing sensitive data on our behalf. This
process includes a review of System and Organization Controls ("SOC") 1 and SOC 2 reports (as each such report is defined
by the American Institute of Certified Public Accountants), ISO 27001 certifications, and Cybersecurity Maturity Model
Certifications ("CMMC"), as well as reviewing penetration tests, conducting vulnerability tests, and administering security
questionnaires and assessments.
We are not aware of having experienced risks from cybersecurity threats, including as a result of any previous
cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business
strategy, results of operations or financial condition. However, risks from cybersecurity threats, including but not limited to
exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats may materially
affect us, including our execution of business strategy, reputation, results of operations and/or financial condition.
Nonetheless, our IT infrastructure, systems, networks, products, solutions, and services remain potentially vulnerable to
numerous additional known or unknown threats. For more information about the cybersecurity risks we face, please refer
to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factor entitled “Our business and
operations may be adversely affected by cybersecurity breaches or other information technology system or network
interruptions or intrusions.”
Cybersecurity Governance
Our cybersecurity program is ultimately overseen by the Board of Directors. The Audit Committee has responsibility
for the oversight of risk management activities related to cybersecurity and other information security and technology risks.
Our cybersecurity program is implemented and administered by a dedicated team of internal and external cybersecurity
professionals that conduct periodic control gap assessments, maturity assessments, and benchmarking against peers in the
industry. The team has decades of experience with varied certifications and is led by our Chief Information Officer ("CISO"),
who has over 17 years of experience as an IT professional and in cybersecurity and reports to our Vice President of IT. The
CISO makes regular reports to senior management regarding the cybersecurity program. We also have a notification
process for appropriate escalation of cyber incidents by members of our internal cybersecurity team to senior management
as appropriate, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and/or General
Counsel, as well as to the Audit Committee. Management provides quarterly data protection and cybersecurity reports to
the Audit Committee, as well as periodic reports to the full Board of Directors, which include information about cyber risk
management, the cybersecurity risk environment, and the status of ongoing efforts to strengthen cybersecurity
effectiveness.
21
Item 2 Properties
The following is a summary of our principal facilities as of September 30, 2024:
Country
Location
Plants
Owned/Leased
Segment
Purpose
United States
Fort Collins, CO
2
Owned
Aerospace &
Industrial
Corporate Headquarters; Manufacturing and
engineering
United States
Greenville, SC
1
Leased
Industrial
Manufacturing and engineering
United States
Loveland, CO
1
Leased
Aerospace &
Industrial
Manufacturing and engineering
United States
Niles, IL
1
Owned
Aerospace
Manufacturing and engineering
United States
Rockford, IL
2
Owned
Aerospace
Manufacturing and engineering
United States
Santa Clarita, CA
1
Owned
Aerospace
Manufacturing and engineering
United States
Windsor, CO
1
Owned
Aerospace &
Industrial
Manufacturing and engineering
United States
Zeeland, MI
1
Owned
Aerospace
Manufacturing and engineering
Germany
Aken
1
Leased
Industrial
Manufacturing and engineering
Germany
Glatten
1
Owned
Industrial
Manufacturing
Germany
Stuttgart
2
Owned/Leased
Industrial
Engineering
Germany
Wolfratshausen
1
Owned/Leased
Industrial
Manufacturing
Poland
Krakow
1
Owned
Aerospace &
Industrial
Manufacturing and engineering
China
Suzhou
1
Leased
Industrial
Manufacturing
China
Tianjin
1
Leased
Industrial
Assembly
United Kingdom
Prestwick
1
Owned
Aerospace
Assembly
Bulgaria
Sofia
1
Leased
Aerospace
Manufacturing
In addition to the principal plants listed above, we own or lease other facilities used primarily for sales, service
activities, assembly, and/or engineering activities in Australia, Brazil, China, India, Japan, the Netherlands, the Republic of
Korea, Saudi Arabia, Singapore, Germany, and the United States.
Our principal plants are suitable and adequate for the manufacturing and other activities performed at those plants,
and we believe our utilization levels are generally high.
Item 3. Legal Proceedings
We are currently involved in pending or threatened litigation or other legal proceedings, investigations, claims and/or
regulatory proceedings arising in the normal course of business, including, among others, those relating to product liability
claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and alleged
violations of various laws and regulations. We accrue for known individual matters using estimates of the most likely
amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and such loss is
reasonably estimable.
While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with
certainty, management believes that any liabilities that may result from these claims, proceedings and investigations will
not have a material effect on our liquidity, financial condition, or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our common stock is listed on The NASDAQ Global Select Market and is traded under the symbol “WWD.” At
November 25, 2024, there were approximately 600 holders of record.
Performance Graph
The following graph compares the cumulative 10-year total return to stockholders on our common stock relative to
the cumulative total returns of the S&P Midcap 400 index and the S&P Industrials index. The graph shows total stockholder
return assuming an investment of $100 (with reinvestment of all dividends) was made on September 30, 2014 in our
common stock and in each of the two indexes and tracks relative performance through September 30, 2024. We have used
a period of 10 years as we believe that our stock performance should be reviewed over a period that is reflective of our
long-term business cycle.
9/14
9/15
9/16
9/17
9/18
9/19
9/20
9/21
9/22
9/23
9/24
Woodward, Inc.
$ 100.00
$
86.13
$ 133.33
$ 166.82
$ 175.06
$ 234.96
$ 175.77
$ 249.43
$ 178.04
$ 277.81
$ 385.92
S&P Midcap 400
100.00
101.40
116.94
137.42
156.95
153.04
149.73
215.13
182.33
210.62
267.03
S&P Industrials
100.00
96.35
115.37
141.16
156.94
159.12
161.23
207.92
179.08
223.11
303.18
The stock price performance included in this graph is not necessarily indicative of future stock price performance
23
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
(In thousands, except share amounts)
Total Number of
Shares Purchased
Weighted
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
Maximum
Number (or
Approximate
Dollar Value) of
Shares that may
yet be Purchased
under the Plans
or Programs at
Period End (1)
July 1, 2024 - July 31, 2024 (2)
177
$
155.99
—
$
295,189
August 1, 2024 - August 31, 2024 (2)
383,734
154.48
383,639
235,927
September 1, 2024 - September 30, 2024 (2)
161,157
165.98
161,139
209,181
(1)
In January 2024, the Board of Directors terminated the prior share repurchase authorization, which was nearing
expiration, and concurrently authorized a new program for the repurchase of up to $600,000 of Woodward’s
outstanding shares of common stock on the open market or in privately negotiated transactions over a three-
year period ending in January 2027 (the “2024 Authorization”).
(2)
Under a trust established for the purposes of administering the Woodward Executive Benefit Plan (the
"Executive Benefit Plan Trust"), 177 shares of common stock were acquired in July 2024, and 18 shares of
common stock were acquired in August and September 2024, on the open market related to the deferral of
compensation by certain eligible members of management who irrevocably elected to invest some or all of
their deferred compensation in Woodward common stock. In addition, 76 shares of common stock were
acquired in August 2024 on the open market related to the reinvestment of dividends for shares of treasury
stock held for deferred compensation. Shares owned by the Executive Benefit Plan Trust, which is a separate
legal entity, are included in "Treasury stock held for deferred compensation" in the Consolidated Balance
Sheets.
Item 6. Reserved
24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis should be read together with the Consolidated Financial Statements and
Notes included in this report. Dollar and number of share amounts contained in this discussion and elsewhere in this Annual
Report on Form 10-K are in thousands, except per share amounts. For a discussion of the 2023 Results of Operations,
including a discussion of the financial results for the fiscal year ended September 30, 2023 compared to the fiscal year ended
September 30, 2022, refer to Part I, Item 7 of our Form 10-K filed with the SEC on November 17, 2023.
OVERVIEW
We enhance the global quality of life and sustainability by optimizing energy use through improved efficiency and
lower emissions. We are an independent designer, manufacturer, and service provider of control solutions for the
aerospace and industrial markets. We design, produce, and service reliable, efficient, low-emission, and high-performance
energy control products for diverse applications in challenging environments. We have production and assembly facilities
primarily in the United States, Europe, and Asia, and promote our products and services through our worldwide locations.
Our strategic focus is providing energy control and optimization solutions for the aerospace and industrial markets.
The precise and efficient control of energy, including motion, fluid, combustion, and electrical energy, is a growing
requirement in the markets we serve, and we have developed and are executing on strategies to leverage the macro trends
of reducing greenhouse gases, commercializing space, and accelerating the digital age. To facilitate a cleaner world, we are
partnering with our customers to enable their equipment to be more efficient, capable of utilizing clean burning fuels,
advancing fuel cells, and the integration of renewable power in both commercial and defense operations. Our core
technologies can be leveraged across our markets and customer applications, enabling us to develop and integrate cost-
effective and state-of-the-art fuel, combustion, fluid, actuation, and electronic systems. We focus primarily on serving
OEMs and equipment packagers, partnering with them to bring superior component and system solutions to their
demanding applications. We also provide aftermarket repair, maintenance, replacement, and other service support for our
installed products.
Our components and integrated systems optimize performance of commercial aircraft, defense aircraft, military
ground vehicles and other equipment, gas and steam turbines, industrial diesel, gas, bio-diesel and dual-fuel reciprocating
engines, and electrical power systems. Our innovative motion, fluid, combustion, and electrical energy control systems help
our customers offer more cost-effective, cleaner, and more reliable equipment.
Global Business Conditions
During fiscal year 2024, we saw significant sales growth and margin expansion. The compounding impacts of our
focused efforts on operational excellence enabled us to increase output and capitalize on continued strong end market
demand for our products and services across the aerospace and industrial markets. We continue to better align price to the
value of our products which helps to mitigate the ongoing impacts of inflation.
We continue to monitor the macroeconomic environment as inflation, economic uncertainty, and supply chain
challenges continue to impact certain aspects of our business. We remain committed to growth, operational excellence,
and innovation to deliver long-term success and enhanced shareholder value. We are unable to predict the full extent to
which macroeconomic factors will continue to adversely impact our business, including our operational performance,
results of operations, cash flows, financial position, and the achievement of our strategic objectives. Such uncertainty may
affect our ability to accurately predict our future performance and forecast our financial results.
BUSINESS ENVIRONMENT AND TRENDS
We serve the aerospace and industrial markets.
Aerospace Markets
Our aerospace products and systems are primarily used to provide propulsion, actuation, and motion control in both
commercial and defense fixed-wing aircraft, rotorcraft, smart defense, and other defense systems.
Commercial and Civil Aircraft – The commercial aerospace markets experienced robust demand in fiscal year 2024 as a
result of continued global air traffic growth. In response, aircraft operators are taking delivery of the newest generation
aircraft models to meet the growing demand, replace aging aircraft, achieve greater fuel efficiency, and lower emissions.
The delivery of the newest generation of aircraft is expected to favor our product offerings because we have more content
on those aircraft. We expect production levels to continue to grow due to strong OEM order backlogs for the new aircraft
models and continued demand supply imbalance. Demand in the widebody aviation market improved in fiscal year 2024
25
compared to recent years due to increasing production rates on the A350, A330neo, Boeing 787, and 777. We expect
narrowbody deliveries to improve due to backlog associated with single aisle programs and planned production ramps in
fiscal year 2025 as compared to fiscal year 2024.
We have content on the Airbus A220, A320neo, A330neo, Bell 429, Boeing 737 MAX, 777, 787, and Comac C919. We
have been awarded content on the 777-9 and a variety of business jet platforms, among others.
We continue to explore opportunities on new engine and aircraft programs that are under consideration or have been
recently announced and have been selected to provide rotary actuation solutions for the NASA and Boeing Transonic Truss-
braced Wing (TTBW) X-66A aircraft demonstrator, which is testing a concept to reduce fuel burn for the next single aisle
aircraft designs.
With the full return to service of the 737 MAX aircraft and increasing deliveries, initial provisioning sales related to the
aircraft and the CFM LEAP engine accelerated during the first half of fiscal year 2024.
In February 2024, the Federal Aviation Administration (“FAA”) required a quality production plan from Boeing in
response to several aircraft issues. As part of this quality production plan, the FAA is exercising enhanced oversight of
Boeing, including a requirement that the FAA have approval authority for build rate increases on the 737 MAX. During fiscal
year 2024, overall 737 MAX orders and demand have not changed significantly. In fiscal year 2024, the enhanced FAA
oversight had a slightly negative impact on commercial OEM sales, but this was offset by price realization. In the event the
FAA approves increases to Boeing's build rates, we anticipate initial provisioning sales would continue to increase in
subsequent periods. In November 2024, Boeing's U.S. West Coast factory workers accepted a new contract offer, ending a
seven-week strike that halted production of the 737 MAX as well as the 777. As a result of the work stoppage, our direct
sales in fiscal year 2025 to Boeing have been negatively impacted. However, now that the strike has ended we expect that
deliveries of the 737 MAX program will continue to increase in future periods and that the long-term demand for the
aircraft has not changed. However, a prolonged depression of build rates of the Boeing 737 MAX could decrease our OEM
and initial provisioning sales for the 737 MAX and CFM LEAP engines in the near term, which could have an adverse effect
on our business results.
Defense – In recent years, the defense industry has been strong as budgetary allocations have generally increased
since 2016. Ongoing global conflicts and preparation for near-peer threats are leading to higher global defense budgets. The
U.S. National Defense Authorization Act ("NDAA") for fiscal year 2024 resulted in higher levels of funding for procurement,
research and development, and maintenance, which supported our growth for fiscal year 2024. We expect defense
research and development, procurement, and maintenance to increase in future years, which would be beneficial for us for
future opportunities in defense markets. Our involvement with a wide variety of defense programs in fixed-wing aircraft,
rotorcraft, and weapons systems has provided relative stability for our defense market sales, as some newer programs
increase (e.g., F-35 Lightning II and T-7A Trainer), and some legacy programs decrease (e.g., F/A-18 E/F Super Hornet and V-
22 Osprey). Other programs are relatively steady (e.g., KC-46A Tanker, UH-60 Black Hawk, and A-64 Apache helicopter
programs) and some legacy programs, such as the F-15, should maintain or potentially increase production. Smart defense
programs for which we have sales include the Joint Direct Attack Munition (“JDAM”), Small Diameter Bomb (“SDB”), and
AIM-9X smart defense systems. During fiscal year 2024, we experienced significant growth in smart defense programs
following multiple years of decline. We expect overall demand to increase in the near term for these weapons programs.
Aftermarket – Our commercial aftermarket business increased significantly in fiscal year 2024, as global air traffic
continued to grow and initial provisioning sales have increased. In addition, our products have been selected for new
aerospace platforms and our content has increased across existing platforms, which drives increased aftermarket sales.
With the entry into service of single aisle aircraft (Boeing 737 MAX and Airbus A320neo), we have seen a significant
increase in initial provisioning sales to the operators of these new aircraft. As aircraft production levels increase to
accommodate rising passenger demand and to mitigate higher operating costs driven largely by higher fuel costs on older
and less fuel-efficient aircraft, we expect airlines will retire older generation aircraft as they reach certain age thresholds
(typically between twenty and twenty-five years). However, in the past few years, aircraft retirements have lagged
historical levels because passenger demand has outpaced deliveries of the newest generation aircraft, forcing airlines to
keep older generation legacy aircraft in service longer than anticipated. This has led to increased demand for repairs and
spare parts for older engine programs remaining in service, consistent with air traffic growth. This dynamic applies to
commercial aftermarket related to repairs and spare parts for mature legacy programs with large in-service fleets, such as
the Airbus A320 and the Boeing 777.
Our defense aftermarket sales also increased significantly during fiscal year 2024 due to increased defense budgets
resulting in operations and maintenance upgrades. Global conflicts and growing international demand for various other
26
military programs continue to drive demand for operations of defense aircraft, including fighter jets, transports and both
utility and attack rotorcraft, which are all supported by our products and systems. Although we expect variability, which is
generally attributable to the cycling of various maintenance and upgrade programs, as well as actual usage, our outlook for
the defense aftermarket is strong. This is due primarily to growing fleets, the service lives of existing military programs
being extended, and increased demand for repairs and spare parts for older military aircraft programs remaining in service.
Industrial Markets
Our industrial products are used worldwide in various types of turbine and reciprocating engine-powered equipment,
including electric power generation and distribution systems, ships, locomotives, compressors, pumps, and other mobile
and industrial machines.
Power Generation – The demand for power generation, which consists mainly of heavy frame, aero derivative, and
small industrial gas turbines, increased in fiscal year 2024 due to increased demand from power generation and process
industries, particularly in North America, the Middle East, Asia, and more broadly in support of fixed generation capacity to
backstop the growing renewable energy installed base. Start reliability, fuel flexibility, safety, and part-load efficiency are all
key drivers of the power generation market as the conversion from coal to natural gas usage continues, and we believe we
continue to be well positioned to meet these market needs on the existing and next generation turbines. We project
continued growth as demand for electricity is expected to increase through global electrification and growing power
consumption for data center applications. This overall global demand will primarily be met through a balance of renewable
power sources and newer industrial gas turbines for which we have been awarded increased content.
Transportation – Our key markets for transportation include compressed natural gas and liquefied natural gas trucks
in Asia, mining, and commercial and defense marine markets. While full year sales in our on-highway natural gas truck
business in China increased significantly as compared to fiscal year 2023, we saw a material decline in this business from
the first half of fiscal year 2024 to the second half due to the deteriorating Chinese economy, a narrower natural gas to
diesel spread, and elevated customer inventory levels. In fiscal year 2025, we expect a decline in demand in our on-highway
natural gas trucks business in China as compared to fiscal year 2024, and future demand remains uncertain due to the
volatility of this business. In global marine markets, demand in fiscal year 2024 increased due to increased ship build rates
and higher ship utilization, driving current and future aftermarket activity. Both commercial and defense marine customers
continue to launch additional projects to support new programs or modernize fleets, including incorporating alternative
fuels capability, which should drive expanded OEM and service opportunities, as multi-fuel engines contain more of our
content.
Oil and Gas – During fiscal year 2024, we experienced decreased demand due to decreased domestic rig counts and
the decrease in global oil and gas prices. We expect market share gains by our customers and increased scope on the next
generation reciprocating engines as energy policies in some countries encourage the use of compressed natural gas,
liquefied natural gas, and other alternative fuels over carbon-rich petroleum fuels, which we expect will drive increased
demand for our alternative fuel clean engine control technologies. Additionally, due to increased demand for fuel flexibility
as well as natural gas price variability and global supply chain disruptions, power plant operations have transitioned to
higher dual fuel use, thereby increasing the demand for our liquid fuel system and related products.
27
RESULTS OF OPERATIONS
Financial Highlights
Year Ended September 30,
2024
2023
Net sales:
Aerospace segment
$
2,028,618
$
1,768,103
Industrial segment
1,295,631
1,146,463
Consolidated net sales
$
3,324,249
$
2,914,566
Earnings:
Aerospace segment
$
385,360
$
290,104
Segment earnings as a percent of segment net sales
19.0%
16.4%
Industrial segment
$
229,857
$
161,622
Segment earnings as a percent of segment net sales
17.7%
14.1%
Consolidated net earnings
$
372,971
$
232,368
Adjusted net earnings
$
379,136
$
258,576
Effective tax rate
17.8%
15.7%
Adjusted effective tax rate
18.0%
16.8%
Consolidated diluted earnings per share
$
6.01
$
3.78
Consolidated adjusted diluted earnings per share
$
6.11
$
4.21
Earnings before interest and taxes ("EBIT")
$
495,472
$
320,915
Adjusted EBIT
$
503,615
$
355,791
Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
$
611,642
$
440,658
Adjusted EBITDA
$
619,785
$
475,534
Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted
EBITDA, and free cash flow, are non-U.S. GAAP financial measures. A description of these measures as well as a
reconciliation of these non-U.S. GAAP financial measures to the closest U.S. GAAP financial measures can be found under
the caption “Non-U.S. GAAP Measures” in this Item 7 – Management’s Discussion and Analysis of Financial Conditions and
Results of Operations.
Liquidity Highlights
Net cash provided by operating activities for fiscal year 2024 was $439,089, compared to $308,543 for fiscal year
2023. The increase in net cash provided by operating activities in fiscal year 2024 compared to fiscal year 2023 is primarily
attributable to increased earnings and improved working capital.
For fiscal year 2024, free cash flow was $342,809, compared to $232,043 for fiscal year 2023. We define free cash flow
as net cash flows from operating activities less payments for property, plant, and equipment. The increase in free cash flow
for fiscal year 2024 as compared to the prior fiscal year was primarily due to increased earnings and improved working
capital, partially offset by higher capital expenditures.
At September 30, 2024, we held $282,270 in cash and cash equivalents and had total outstanding debt of $872,470
with additional borrowing availability of $775,136, net of outstanding letters of credit, under our revolving credit
agreement. At September 30, 2024, we also had additional borrowing capacity of $19,771 under various foreign lines of
credit and foreign overdraft facilities.
28
Consolidated Statements of Earnings and Other Selected Financial Data
The following table sets forth consolidated statements of earnings data as a percentage of net sales for each period
indicated:
Year Ended September 30,
2024
% of Net
Sales
2023
% of Net
Sales
Net sales
$
3,324,249
100%
$
2,914,566
100%
Costs and expenses:
Cost of goods sold
2,447,770
73.6
2,236,983
76.8
Selling, general, and administrative expenses
307,499
9.3
269,692
9.3
Research and development costs
140,676
4.2
132,095
4.5
Restructuring charges
—
—
5,172
0.2
Interest expense
47,959
1.4
47,898
1.6
Interest income
(6,458)
(0.2)
(2,751)
(0.1)
Other (income) expense, net
(67,168)
(2.0)
(50,291)
(1.7)
Total costs and expenses
2,870,278
86.3
2,638,798
90.5
Earnings before income taxes
453,971
13.7
275,768
9.5
Income tax expense
81,000
2.4
43,400
1.5
Net earnings
$
372,971
11.2
$
232,368
8.0
Other select financial data:
September 30, 2024
September 30, 2023
Working capital
$
820,101
$
852,256
Total debt
872,470
721,526
Total stockholders' equity
2,176,416
2,070,989
2024 RESULTS OF OPERATIONS
2024 Net Sales Compared to 2023
Consolidated net sales for fiscal year 2024 increased by $409,683, or 14.1%, compared to fiscal year 2023.
Details of the changes in consolidated net sales are as follows:
Consolidated net sales for the year ended September 30, 2023
$
2,914,566
Aerospace volume
126,480
Industrial volume
71,521
Effects of changes in price
214,682
Effects of changes in foreign currency rates
(3,000)
Consolidated net sales for the year ended September 30, 2024
$
3,324,249
In the Aerospace segment, the increase in net sales for fiscal year 2024 as compared to fiscal year 2023 was primarily
attributable to price realization, as well as increases in both commercial and defense aftermarket due to higher aircraft
utilization.
In the Industrial segment, the increase in net sales for fiscal year 2024 as compared to fiscal year 2023 was primarily
attributable to growth in transportation, particularly in the on-highway natural gas truck business in China, price realization,
and strong sales in power generation, partially offset by a decrease in oil and gas sales.
2024 Costs and Expenses Compared to 2023
Cost of goods sold increased by $210,787 to $2,447,770 for fiscal year 2024, from $2,236,983 for fiscal year 2023. The
increase in cost of goods sold on an absolute basis in fiscal year 2024 compared to the prior fiscal year was primarily due to
higher sales volume and net inflationary impacts on material and labor costs.
Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 26.4% for fiscal year 2024,
compared to 23.2% for fiscal year 2023. The increase in gross margin for fiscal year 2024 is primarily attributable to price
realization and higher sales volume, partially offset by net inflationary impacts on material and labor.
Selling, general and administrative expenses increased by $37,807, or 14.0%, to $307,499 for fiscal year 2024,
compared to $269,692 for fiscal year 2023. Selling, general, and administrative expenses as a percentage of net sales were
flat at 9.3% for fiscal year 2024 and fiscal year 2023. The increase in selling, general, and administrative expenses on an
29
absolute basis for fiscal year 2024 as compared to prior fiscal year is primarily due to increased members, increased annual
variable incentive compensation costs, and increased expenses relating to business development activities.
Research and development costs increased by $8,581, or 6.5%, to $140,676 for fiscal year 2024, as compared to
$132,095 for fiscal year 2023. The increase in research and development costs on an absolute basis for fiscal year 2024 as
compared to the prior fiscal year is primarily due to variability in the timing of projects and expenses. Research and
development costs as a percentage of net sales decreased to 4.2% for fiscal year 2024, as compared to 4.5% for fiscal year
2023. The decrease in research and development costs as a percentage of net sales for fiscal year 2024 as compared to the
prior fiscal year is primarily due to net sales increases in fiscal year 2024 compared to fiscal year 2023. Our research and
development activities extend across both our operating segments and almost all of our customer base, and we anticipate
ongoing variability in research and development costs due to the timing of customer business needs on current and future
programs.
Interest expense remained flat at $47,959, or 1.4% of net sales for fiscal year 2024, compared to $47,898 or 1.6% of
net sales for fiscal year 2023. Interest expense remained flat for fiscal year 2024 primarily due to consistent borrowings and
interest rates on our revolving credit agreement as compared to the prior fiscal year.
Other income, net was $67,168 for fiscal year 2024, compared to $50,291 for fiscal year 2023. The increase in other
income in fiscal year 2024 compared to fiscal year 2023 was primarily attributable to increased earnings of the JV and a
non-recurring gain related to a previous acquisition that was recognized during the current fiscal year.
Income taxes were provided at an effective rate on earnings before income taxes of 17.8% for fiscal year 2024,
compared to 15.7% for fiscal year 2023. The increase in the effective tax rate for fiscal year 2024 compared to fiscal year
2023 is primarily attributable to a smaller research and development credit, smaller net excess income tax benefit from
stock-based compensation as a percent of current year earnings, fewer resolutions of tax items with taxing authorities, and
increased return to provision items, partially offset by smaller current fiscal year projected future withholding taxes on
unremitted earnings.
Segment Results
The following table presents sales by segment:
Year Ended September 30,
2024
2023
Net sales:
Aerospace
$ 2,028,618
61.0%
$ 1,768,103
60.7%
Industrial
1,295,631
39.0%
1,146,463
39.3%
Consolidated net sales
$ 3,324,249
100%
$ 2,914,566
100%
The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:
Year Ended September 30,
2024
2023
Aerospace
$
385,360
$
290,104
Industrial
229,857
161,622
Nonsegment expenses
(119,745)
(130,811)
Interest expense, net
(41,501)
(45,147)
Consolidated earnings before income taxes
453,971
275,768
Income tax expense
81,000
43,400
Consolidated net earnings
$
372,971
$
232,368
The following table presents segment earnings as a percent of segment net sales:
Year Ended September 30,
2024
2023
Aerospace
19.0%
16.4%
Industrial
17.7%
14.1%
30
2024 Segment Results Compared to 2023
Aerospace
Aerospace segment net sales increased by $260,515, or 14.7% to $2,028,618 for fiscal year 2024, compared to
$1,768,103 for fiscal year 2023. Segment net sales increased for fiscal year 2024 as compared to fiscal year 2023 primarily
due to price realization and increases in both commercial and defense aftermarket volumes due to higher aircraft
utilization.
Defense OEM sales increased in fiscal year 2024 compared to prior fiscal year, primarily driven by the increased
demand for smart defense. Our defense aftermarket sales increased in fiscal year 2024 compared to the prior fiscal year,
primarily driven by increased output and supply chain stabilization.
Aerospace segment earnings increased by $95,256, or 32.8%, to $385,360 for fiscal year 2024, compared to $290,104
for fiscal year 2023.
The net increase in Aerospace segment earnings for fiscal year 2024 was due to the following:
Earnings for the period ended September 30, 2023
$
290,104
Sales volume
49,469
Price, sales mix, inflation, and productivity
62,989
Other, net
(17,202)
Earnings for the period ended September 30, 2024
$
385,360
Aerospace segment earnings as a percentage of segment net sales were 19.0% for fiscal year 2024 and 16.4% for
fiscal year 2023.
Industrial
Industrial segment net sales increased by $149,168, or 13.0%, to $1,295,631 for fiscal year 2024, compared to
$1,146,463 for fiscal year 2023. The increase in Industrial segment net sales in fiscal year 2024 as compared to the prior
fiscal year was primarily attributable to growth in transportation, particularly in the on-highway natural gas truck business
in China, price realization, and strong sales in power generation, partially offset by a decrease in oil and gas sales.
Industrial segment earnings increased by $68,235, or 42.2%, to $229,857 for fiscal year 2024, compared to $161,622
for fiscal year 2023.
The net increase in Industrial segment earnings for fiscal year 2024 was due to the following:
Earnings for the period ended September 30, 2023
$
161,622
Sales volume
17,281
Price, sales mix, inflation, and productivity
72,197
Other, net
(21,243)
Earnings for the period ended September 30, 2024
$
229,857
Industrial segment earnings as a percentage of segment net sales were 17.7% for fiscal year 2024, compared to 14.1%
for fiscal year 2023. Industrial earnings in fiscal year 2024 benefited significantly from increases in transportation due to
increased demand for on-highway natural gas trucks in China, as well as operational improvements including increased
output and other efficiency gains.
We expect significant sales and earnings decreases in our China on-highway natural gas truck business in fiscal year
2025 as compared to fiscal year 2024 due to the deteriorating local Chinese economy, a narrower natural gas to diesel
spread, and elevated customer inventory levels. Future demand remains uncertain due to the volatility of this business.
Nonsegment
Nonsegment expenses decreased by $11,066 to $119,745 for fiscal year 2024, compared to $130,811 for fiscal year
2023. The decrease in nonsegment expenses is primarily due to significant costs that occurred in fiscal year 2023 that did
not reoccur in fiscal year 2024.
31
The significant costs that impacted nonsegment expense are as follows:
Year Ended September 30,
2024
2023
Nonsegment expenses
$
(119,745)
$
(130,811)
Non-recurring gain related to a previous acquisition
(4,803)
—
Business development activities
5,902
—
Non-recurring charge related to a previous acquisition
4,378
—
Certain non-restructuring separation costs
2,666
2,208
Specific charge for excess and obsolete inventory
—
11,995
Product rationalization
—
10,504
Restructuring charges
—
5,172
Non-recurring charge related to customer collections
—
4,997
Nonsegment expenses excluding infrequent significant charges
$
(111,602)
$
(95,935)
Excluding these charges in the above table, nonsegment expenses increased $15,667 in fiscal year 2024 as compared
to the prior fiscal year, primarily due to increased annual variable incentive compensation costs.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have satisfied our working capital needs, as well as capital expenditures, product development and
other liquidity requirements associated with our operations, with cash flow provided by operating activities and borrowings
under our credit facilities. We have also issued debt to supplement our cash needs, repay our other indebtedness, or
finance our acquisitions. We expect that cash generated from our operating activities, together with borrowings under our
revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the next
12 months and the foreseeable future.
Our total cash and cash equivalents were $282,270 at September 30, 2024 and $137,447 at September 30, 2023, and
our working capital was $820,101 at September 30, 2024 and $852,256 at September 30, 2023. Of the cash and cash
equivalents held at September 30, 2024, $279,070 was held by our foreign locations. We are not presently aware of any
significant restrictions on the repatriation of these funds, although a portion is considered indefinitely reinvested in certain
foreign subsidiaries. If these funds were needed to fund our operations or satisfy obligations in the United States, then they
could be repatriated and their repatriation into the United States may cause us to incur additional U.S. income taxes or
foreign withholding taxes. Any additional U.S. taxes could be offset, in part or in whole, by foreign tax credits. The amount
of such taxes and application of tax credits would be dependent on the income tax laws and other circumstances at the
time these amounts are repatriated. Based on these variables, it is impractical to determine the income tax liability that
might be incurred if these funds were to be repatriated.
Our revolving credit facility, as amended, provides a borrowing capacity of up to $1,000,000 with the option to
increase total available borrowings to up to $1,500,000, subject to lenders’ participation. We can borrow against our
revolving credit facility as long as we are in compliance with all of our debt covenants. We believe we were in compliance
with all our debt covenants as of September 30, 2024. Borrowings under the revolving credit facility can be made in U.S.
dollars or in foreign currencies other than the U.S. dollar provided that the U.S. dollar equivalent of any foreign currency
borrowings and U.S. dollar borrowings does not, in total, exceed the borrowing capacity of the revolving credit facility.
Historically, we have used borrowings under our revolving credit facilities to meet certain short-term working capital needs,
as well as for strategic uses, including repurchases of our common stock, payments of dividends, acquisitions, and facility
expansions.
In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net
amounts on deposit at certain foreign financial institutions. These foreign credit facilities are reviewed annually for renewal.
We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis. For further
discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings,
and long-term debt in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
At September 30, 2024, we had total outstanding debt of $872,470 consisting of various series of unsecured notes due
between 2025 and 2033, and amounts borrowed under our revolving credit facility, and our finance leases.
At September 30, 2024, we had additional borrowing availability of $775,136 under our revolving credit facility, net of
outstanding letters of credit, and additional borrowing availability of $19,771 under various foreign credit facilities.
32
At September 30, 2024, we had $217,000 outstanding amount borrowed under our revolving credit facility. Revolving
credit facility and short-term borrowing activity during the fiscal year ended September 30, 2024 were as follows:
Maximum daily balance during the period
$
387,100
Average daily balance during the period
$
225,025
Weighted average interest rate on average daily balance
5.96%
We believe we were in compliance with all our debt covenants as of September 30, 2024. See Note 15, Credit facilities,
short-term borrowings, and long-term debt in the Notes to the Consolidated Financial Statements in “Item 8 – Financial
Statements and Supplemental Data,” for more information about our covenants.
Our ability to service our long-term debt, to remain in compliance with the various restrictions and covenants
contained in our debt agreements, and to fund working capital, capital expenditures, and product development efforts will
depend on our ability to generate cash from operating activities, which in turn is subject to, among other things, future
operating performance as well as general economic, financial, competitive, legislative, regulatory, and other conditions,
some of which may be beyond our control.
We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing
capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the
foreseeable future. However, we could be adversely affected if the financial institutions providing our capital requirements
refuse to honor their contractual commitments, cease lending, or declare bankruptcy. We believe the lending institutions
participating in our credit arrangements are financially stable.
Cash Flows
Year Ended September 30,
2024
2023
Net cash provided by operating activities
$
439,089
$
308,543
Net cash used in investing activities
(89,217)
(73,551)
Net cash used in financing activities
(218,047)
(196,473)
Effect of exchange rate changes on cash and cash equivalents
12,998
(8,916)
Net change in cash and cash equivalents
144,823
29,603
Cash and cash equivalents at beginning of year
137,447
107,844
Cash and cash equivalents at end of year
$
282,270
$
137,447
2024 Cash Flows Compared to 2023
Net cash flows provided by operating activities for fiscal year 2024 was $439,089, compared to $308,543 for fiscal
year 2023. The increase in net cash provided by operating activities in fiscal year 2024 compared to fiscal year 2023 is
primarily attributable to increased earnings and improved working capital.
Net cash flows used in investing activities for fiscal year 2024 was $89,217, compared to $73,551 in fiscal year 2023.
The increase in cash used in investing activities in fiscal year 2024 compared to fiscal year 2023 is primarily due to increased
payments for property, plant, and equipment.
Net cash flows used in financing activities for fiscal year 2024 was $218,047, compared to $196,473 in fiscal year
2023. The increase in net cash flows used in financing activities in fiscal year 2024 compared to fiscal year 2023 was
attributable to the increase in repurchases of common stock partially offset by a change in net debt borrowings as
compared to payments. During fiscal year 2024, we made $390,819 of cash repurchases of common stock, compared to
$126,380 of cash repurchases of common stock during fiscal year 2023. During fiscal year 2024, we had net debt
borrowings in the amount of $141,183, compared to net debt payments in the amount of $67,579 in fiscal year 2023.
Non-U.S. GAAP Financial Measures
Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, adjusted
EBITDA, and free cash flow, are financial measures not prepared and presented in accordance with U.S. GAAP. However, we
believe these non-U.S. GAAP financial measures provide additional information that enables readers to evaluate our
business from the perspective of management.
Earnings based non-U.S. GAAP financial measures
Adjusted net earnings is defined by the Company as net earnings excluding, as applicable, (i) a non-recurring gain
related to a previous acquisition, (ii) costs related to business development activities, (iii) a non-recurring charge related to
33
a previous acquisition, (iv) certain non-restructuring separation costs, (v) a specific charge for excess and obsolete
inventory, (vi) product rationalization, (vii) a non-recurring charge related to customer collections, and (viii) restructuring
charges. The product rationalization adjustment pertains to a non-recurring write-off of inventory and assets related to the
elimination of certain product lines. The specific charge for excess and obsolete inventory pertains to a non-recurring
process change that resulted in the identification and write down of certain excess inventory unrelated to product
rationalization. The non-recurring charge related to customer collections pertains to a discrete process issue that was
identified and corrected. The Company believes that these excluded items are short-term in nature, not directly related to
the ongoing operations of the business and therefore, the exclusion of them illustrates more clearly how the underlying
business of Woodward is performing. Management uses adjusted net earnings to evaluate the Company’s performance
excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating
performance for the period. Management defines adjusted earnings per share as adjusted net earnings, as defined above,
divided by the weighted-average number of diluted shares of common stock outstanding for the period. Management uses
both adjusted net earnings and adjusted earnings per share when comparing operating performance to other periods which
may not have similar infrequent or unusual charges.
The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share,
respectively, for the fiscal years ended and are shown in the table below:
Year Ended September 30,
2024
2023
Net Earnings
Earnings Per
Share
Net Earnings
Earnings Per
Share
Net earnings (U.S. GAAP)
$
372,971
$
6.01
$
232,368
$
3.78
Non-U.S. GAAP adjustments, net of tax:
Non-recurring gain related to a previous acquisition
(3,433)
(0.06)
—
—
Business development activities
4,456
0.07
—
—
Non-recurring charge related to a previous acquisition
3,129
0.05
—
—
Certain non-restructuring separation costs
2,013
0.04
1,661
0.03
Specific charge for excess and obsolete inventory
—
—
9,016
0.15
Product rationalization
—
—
7,896
0.13
Non-recurring charge related to customer collections
—
—
3,761
0.06
Restructuring charges
—
—
3,874
0.06
Total non-U.S. GAAP adjustments
6,165
0.10
26,208
0.43
Adjusted net earnings (Non-U.S. GAAP)
$
379,136
$
6.11
$
258,576
$
4.21
Management uses EBIT to evaluate our performance without financing and tax related considerations, as these
elements may not fluctuate with operating results. Management uses EBITDA in evaluating our operating performance,
making business decisions, including developing budgets, managing expenditures, forecasting future periods, and
evaluating capital structure impacts of various strategic scenarios. Securities analysts, investors and others frequently use
EBIT and EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and
intangible assets subject to amortization. The Company believes that EBIT and EBITDA are useful measures to the investor
when measuring operating performance as they eliminate the impact of financing and tax expenses, which are non-
operating expenses and may be driven by factors outside of our operations, such as changes in tax laws or regulations, and,
in the case of EBITDA, the noncash charges associated with depreciation and amortization. Further, as interest from
financing, income taxes, depreciation, and amortization can vary dramatically between companies and between periods,
management believes that the removal of these items can improve comparability.
Adjusted EBIT and adjusted EBITDA represent further non-U.S. GAAP adjustments to EBIT and EBITDA, in each case
adjusted to exclude, as applicable, (i) a non-recurring gain related to a previous acquisition, (ii) costs related to business
development activities, (iii) a non-recurring charge related to a previous acquisition, (iv) certain non-restructuring
separation costs, (v) a specific charge for excess and obsolete inventory, (vi) product rationalization, (vii) a non-recurring
charge related to customer collections, and (viii) restructuring charges. The product rationalization adjustment pertains to a
non-recurring write-off of inventory and assets related to the elimination of certain product lines. The specific charge for
excess and obsolete inventory pertains to a non-recurring process change that resulted in the identification and write down
of certain excess inventory unrelated to product rationalization. The non-recurring charge related to customer collections
pertains to a discrete process issue that was identified and corrected. As these charges are infrequent or unusual items that
can be variable from period to period and do not fluctuate with operating results, management believes that by removing
34
these gains and charges from EBIT and EBITDA it improves comparability of past, present, and future operating results and
provides consistency when comparing EBIT and EBITDA between periods.
EBIT and adjusted EBIT reconciled to net earnings were as follows:
Year Ended September 30,
2024
2023
Net earnings (U.S. GAAP)
$
372,971
$
232,368
Income tax expense
81,000
43,400
Interest expense
47,959
47,898
Interest income
(6,458)
(2,751)
EBIT (Non-U.S. GAAP)
495,472
320,915
Non-U.S. GAAP adjustments:
Non-recurring gain related to a previous acquisition
(4,803)
—
Business development activities
5,902
—
Non-recurring charge related to a previous acquisition
4,378
—
Certain non-restructuring separation costs
2,666
2,208
Specific charge for excess and obsolete inventory
—
11,995
Product rationalization
—
10,504
Non-recurring charge related to customer collections
—
4,997
Restructuring charges
—
5,172
Total non-U.S. GAAP adjustments
8,143
34,876
Adjusted EBIT (Non-U.S. GAAP)
$
503,615
$
355,791
EBITDA and adjusted EBITDA reconciled to net earnings were as follows:
Year Ended September 30,
2024
2023
Net earnings (U.S. GAAP)
$
372,971
$
232,368
Income tax expense
81,000
43,400
Interest expense
47,959
47,898
Interest income
(6,458)
(2,751)
Amortization of intangible assets
33,592
37,589
Depreciation expense
82,578
82,154
EBITDA (Non-U.S. GAAP)
611,642
440,658
Non-U.S. GAAP adjustments:
Non-recurring gain related to a previous acquisition
(4,803)
—
Business development activities
5,902
—
Non-recurring charge related to a previous acquisition
4,378
—
Certain non-restructuring separation costs
2,666
2,208
Specific charge for excess and obsolete inventory
—
11,995
Product rationalization
—
10,504
Non-recurring charge related to customer collections
—
4,997
Restructuring charges
—
5,172
Total non-U.S. GAAP adjustments
8,143
34,876
Adjusted EBITDA (Non-U.S. GAAP)
$
619,785
$
475,534
The use 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. As adjusted net earnings, adjusted net
earnings per share, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, 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. Our calculations of adjusted net earnings, adjusted net
earnings per share, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA may differ from similarly titled measures used by
other companies, limiting their usefulness as comparative measures.
Cash flow-based non-U.S. GAAP financial measures
Management uses free cash flow, which is defined by the Company as net cash flows provided by operating activities
less payments for property, plant, and equipment, in reviewing the financial performance of and cash generation by
Woodward’s various business groups and evaluating cash levels. We believe free cash flow is a useful measure for investors
because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying
interest on our indebtedness, repaying maturing debt, funding business acquisitions, investing in research and
35
development, purchasing our common stock, and paying dividends. In addition, securities analysts, investors, and others
frequently use free cash flow in their evaluation of companies.
The use of this non-U.S. GAAP financial measures is not intended to be considered in isolation of, or as substitutes for,
the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow does not necessarily
represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs. Our
calculation of free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as
a comparative measure.
Free cash flow was as follows:
Year Ended September 30,
2024
2023
Net cash provided by operating activities (U.S. GAAP)
$
439,089
$
308,543
Payments for property, plant and equipment
(96,280)
(76,500)
Free cash flow (Non-U.S. GAAP)
$
342,809
$
232,043
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make
judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and
accompanying notes. Note 1, Operations and summary of significant accounting policies, to the Consolidated Financial
Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial
Statements. The estimates and assumptions described below are those that we consider to be most critical to an
understanding of our financial statements because they involve significant judgments and uncertainties. All of these
estimates reflect our best judgment about current, and for some estimates, future economic and market conditions, and
their effects based on information available as of the date of these financial statements. As estimates are updated or actual
amounts are known, our critical accounting estimates are revised, and operating results may be affected by the revised
estimates. Actual results may differ from these estimates under different assumptions or conditions.
Our management has discussed the development and selection of these critical accounting estimates with the Audit
Committee of our Board of Directors, and the Audit Committee has reviewed our disclosures in this Management’s
Discussion and Analysis.
Revenue recognition
Revenue is recognized on contracts with customers for arrangements in which quantities and pricing are fixed and/or
determinable and are generally based on customer purchase orders, often within the framework of a long-term supply
arrangement with the customer. We recognize revenue for performance obligations within a customer contract when
control of the associated product or service is transferred to the customer. Some of our contracts with customers contain a
single performance obligation, while other contracts contain multiple performance obligations. Each product within a
contract generally represents a separate performance obligation as we do not provide significant installation and
integration services, the products do not customize each other, and the products can function independently of each other.
A contract's transaction price is allocated to each performance obligation and recognized as revenue when, or as, the
customer obtains control of the associated product or service. When there are multiple performance obligations within a
contract, we generally use the observable standalone sales price for each distinct product or service within the contract to
allocate the transaction price to the distinct products or services. In instances when a standalone sales price for each
product or service is not observable within the contract, we allocate the transaction price to each performance obligation
using an estimate of the standalone selling price for each product or service, which is generally based on incurred costs plus
a reasonable margin, for each distinct product or service in the contract.
When determining the transaction price of each contract, we consider contractual consideration payable by the
customer and variable consideration that may affect the total transaction price. Variable consideration, consisting of early
payment discounts, rebates, and other sources of price variability, are included in the estimated transaction price based on
both customer-specific information as well as historical experience. We regularly review our estimates of variable
consideration on the transaction price and recognize changes in estimates on a cumulative catch-up basis as if the most
current estimate of the transaction price adjusted for variable consideration had been known as of the inception of the
contract.
36
Point in time and over time revenue recognition
Control of the products generally transfers to the customer at a point in time, if the customer does not control the
products as they are produced. We exercise judgment and consider the timing of right of payment, transfer of the risk and
rewards, transfers of title, transfer of physical possession, and customer acceptance when determining when control of the
product transfers to the customer, generally upon shipment of products. Performance obligations are satisfied and revenue
is recognized over time if: (i) the customer receives the benefits as we perform work, if the customer controls the asset as it
is being enhanced, or if the product being produced for the customer has no alternative use to us; and (ii) we have an
enforceable right to payment with a profit. When services are provided, revenue from those services is recognized over
time because control is transferred continuously to customers as we perform the work.
For services that are not short-term in nature, manufacturing, repair, and overhaul (“MRO”), and sales of products
that have no alternative use to us and an enforceable right to payment with a profit, we use an actual cost input measure to
determine the extent of progress towards completion of the performance obligation. For these revenue streams, revenue is
recognized over time as work is performed based on the relationship between actual costs incurred to-date for each
contract and the total estimated costs for such contract at completion of the performance obligation (the cost-to-cost
method). We have concluded that this measure of progress best depicts the transfer of assets to the customer, because
incurred costs are integral to our completion of the performance obligation under the specific customer contract and
correlate directly to the transfer of control to the customer. Contract costs include labor, material, and overhead. Contract
cost estimates are based on various assumptions to project the outcome of future events. These assumptions include labor
productivity, and availability; the complexity of the work to be performed; the cost and availability of materials; the
performance of subcontractors; and the availability and timing of funding from the customer. Revenues, including
estimated fees or profits, are recorded proportionally as costs are incurred.
Inventories
Inventories are valued at the lower of cost or net realizable value. Inventory cost is determined using methods that
approximate the first-in, first-out basis. We include product costs, labor, and related fixed and variable overhead in the cost
of inventories. Inventory net realizable values are determined by giving substantial consideration to the expected product
selling price. We estimate expected selling prices based on our historical recovery rates, general economic, and market
conditions, the expected channel of disposition, and current customer contracts and preferences. Actual results may differ
from our estimates due to changes in resale or market value and the mix of these factors.
We monitor inventory for events or circumstances, such as negative margins, recent sales history suggesting lower
sales value, or changes in customer preferences, which would indicate the net realizable value of inventory is less than the
carrying value of inventory, and management records adjustments as necessary. When inventory is written down below
cost, such reduced amount is considered the cost for subsequent accounting purposes. Our recording of inventory at the
lower of cost or net realizable value has not historically required material adjustments once initially established.
The carrying value of inventory was $609,092 at September 30, 2024 and $517,843 at September 30, 2023. If
economic conditions, customer product requirements, or other factors significantly reduce future customer demand for our
products from forecast levels, then future adjustments to the carrying value of inventory may become necessary. We
attempt to maintain inventory quantities at levels considered necessary to fill firm and expected orders in a reasonable
time frame, which we believe mitigates our exposure to future inventory carrying cost adjustments.
Reviews for impairment of goodwill and other indefinitely lived intangible assets
Goodwill
At September 30, 2024, we had $806,643 of goodwill representing approximately 18% of our total assets. Goodwill is
tested for impairment at the reporting unit level on an annual basis and more often if an event occurs or circumstances
change that indicate the fair value of a reporting unit may be below its carrying amount.
The identification of reporting units and consideration of the aggregation of components into a single reporting unit
under U.S. GAAP requires management judgment. The impairment test consists of comparing the fair value of reporting
units, determined using discounted cash flows, with their carrying amount including goodwill. If the carrying amount of the
reporting unit exceeds its fair value, we compare the implied fair value of goodwill with its carrying amount. If the carrying
amount of goodwill exceeds the implied fair value of goodwill, an impairment loss would be recognized to reduce the
carrying amount to its implied fair value.
37
During the fourth quarter, we completed our annual goodwill impairment test as of July 31, 2024 for the fiscal year
ended September 30, 2024. The results of our annual goodwill impairment test performed as of July 31, 2024, indicated the
estimated fair value of each reporting unit was in excess of its carrying value, and accordingly, no impairment existed.
Indefinitely lived intangible asset
We have one indefinitely lived intangible asset consisting of the Woodward L’Orange trade name. At September 30,
2024, the carrying value of the Woodward L’Orange trade name intangible asset was $64,751, representing approximately
1% of our total assets. The Woodward L’Orange trade name intangible asset is tested for impairment on an annual basis
and more often if an event occurs or circumstances change that indicate the fair value of the Woodward L’Orange
intangible asset may be below its carrying amount. The impairment test consists of comparing the fair value of the
Woodward L’Orange trade name intangible asset, determined using discounted cash flows based on the relief from royalty
method under the income approach, with its carrying amount. If the carrying amount of the Woodward L’Orange trade
name intangible asset exceeds its fair value, an impairment loss would be recognized to reduce the carrying amount to its
fair value. We have not recorded any impairment charges associated with the indefinitely lived intangible asset.
During the fourth quarter, we completed the annual impairment test, for the fiscal year ended September 30, 2024, of
the Woodward L’Orange trade name intangible asset as of July 31, 2024. The results of the annual impairment test
performed as of July 31, 2024 indicated the estimated fair value of the Woodward L’Orange trade name intangible asset
was in excess of its carrying value, and accordingly, no impairment existed.
As part of our ongoing monitoring efforts to assess goodwill and the Woodward L’Orange trade name indefinite lived
asset for possible indications of impairment, we will continue to consider a wide variety of factors, including but not limited
to the global economic environment and its potential impact on our business. There can be no assurance that our estimates
and assumptions regarding forecasted cash flows of certain reporting units or the Woodward L’Orange business, the
current economic environment, or the other inputs used in forecasting the present value of forecasted cash flows will prove
to be accurate projections of future performance.
Income taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is
required in evaluating our tax positions and determining our provision for income taxes.
During the ordinary course of business, there are many transactions and calculations for which the ultimate tax
determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the
extent to which, additional taxes will be due. The reserves are established when we believe that certain positions are likely
to be challenged and may not be fully sustained on review by tax authorities. We adjust these reserves in light of changing
facts and circumstances, such as the closing of a tax audit or refinement of an estimate. Although we believe our reserves
are reasonable, no assurance can be given that the final outcome of these matters will be consistent with what is reflected
in our historical income tax provisions and accruals. To the extent that the final tax outcome of these matters is different
from the amounts recorded, such differences will impact the current provision for income taxes.
Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. The
determination of the amount of valuation allowance to be provided on recorded deferred tax assets involves estimates
regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income, and the
impact of tax planning strategies. A valuation allowance is established to offset any deferred tax assets if, based upon the
available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the
need for a valuation allowance, we consider all available evidence including past operating results, estimates of future
taxable income, and the feasibility of tax planning strategies. Changes in the relevant facts can significantly impact the
judgment or need for valuation allowances. In the event we change our determination as to the amount of deferred tax
assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income
taxes in the period in which such determination is made.
Our provision for income taxes is subject to volatility and could be affected by earnings that are different than those
anticipated in countries which have lower or higher tax rates; by transfer pricing adjustments; and/or changes in tax laws,
regulations, and accounting principles, including accounting for uncertain tax positions, or interpretations thereof. There
can be no assurance that these items will remain stable over time. Additionally, we record through income tax expense all
future excess tax benefits and tax deficiencies from stock options exercised. This creates unpredictable volatility in the
effective tax rate because the additional expense or benefit recognized each quarter is based on the timing of the
employee’s election to exercise any vested stock options outstanding, which is outside our control, and the market price of
our shares at the time of exercise, which is subject to market volatility.
38
Our effective tax rates differ from the U.S. statutory rate primarily due to the tax impact of foreign operations,
adjustments of valuation allowances, research tax credits, state taxes, and tax audit settlements. In addition to potential
local country tax law and policy changes that could impact the provision for income taxes, management’s judgment about
and intentions concerning the repatriation of foreign earnings could also significantly impact the provision for income taxes.
Management reassesses its judgment regularly, taking into consideration the potential tax impacts of these judgments, and
intentions.
The Organization for Economic Cooperation and Development ("OECD") introduced Base Erosion and Profit Shifting
Pillar Two rules that impose a global minimum tax rate of 15%. Numerous countries have enacted or are expected to enact
legislation to be effective for Woodward as early as October 1, 2024, with general implementation of a global minimum tax
for Woodward by October 1, 2025. There remains uncertainty as to the final Pillar Two model rules. We do not expect a
material impact to our effective tax rate or cash flows based on currently enacted legislation and will continue to closely
monitor evolving legislation and guidance that could change our current assessment.
39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we have exposures to interest rate risk from our long-term and short-term debt and
our postretirement benefit plans, and foreign currency exchange rate risk related to our foreign operations and foreign
currency transactions.
Foreign Currency Exchange Rate Risk, Interest Rate Risk, and Related Hedging Activities
We are impacted by changes in foreign currency exchange rates when we sell product in currencies different from the
currency in which product and manufacturing costs were incurred. The functional currencies and our purchasing and sales
activities primarily include USD, EUR, RMB, JPY, and GBP. We may also be impacted by changes in the relative buying power
of our customers, which may impact sales volumes either positively or negatively. As these currencies fluctuate against
each other, and other currencies, we are exposed to foreign currency exchange rate risk on sales, purchasing transactions,
and labor. Foreign currency exchange rate risk is reduced through the maintenance of local production facilities in the
markets we serve, which we believe creates a natural hedge to our foreign currency exchange rate exposure.
The percentages of our net sales denominated in a currency other than the USD were as follows:
For the Year Ended September 30,
2024
2023
Functional currency:
EUR
14.1%
14.8%
RMB
8.7%
6.3%
JPY
2.3%
2.4%
GBP
2.0%
2.1%
All other foreign currencies
2.7%
2.9%
29.8%
28.5%
Currency exchange rates vary daily and often one currency strengthens against the USD while another currency
weakens. Because of the complex interrelationship of our worldwide supply chains and distribution channels, it is difficult
to quantify the impact of a particular change in exchange rates.
We use derivative instruments as risk management tools that involve complexity and are not used for trading or
speculative purposes. From time to time, we will enter into a foreign currency exchange rate contract to hedge against
changes in foreign currency exchange rates on liabilities expected to be settled at a future date. Market risk arises from the
potential adverse effects on the value of derivative instruments that result from a change in foreign currency exchange
rates. We minimize this market risk by establishing and monitoring parameters that limit the types of, and degree to which
we enter into, derivative instruments. We enter into derivative instruments for risk management purposes only. We do not
enter into or issue derivatives for trading or speculative purposes. As of September 30, 2024 and 2023, we had no open
foreign currency exchange rate contracts and all previous exchange rate derivative instruments were settled or terminated.
For more information on derivative instruments, see Note 8, Derivative instruments and hedging activities, in the
Notes to the Consolidated Financial Statements in “Item 8 – Financial Statements and Supplementary Data.”
Our reported financial results of operations, including the reported value of our assets and liabilities, are also
impacted by changes in foreign currency exchange rates. The assets and liabilities of substantially all of our subsidiaries
outside the United States are translated at period end rates of exchange for each reporting period. Earnings and cash flow
statements are translated at weighted-average rates of exchange. Although these translation changes have no immediate
cash impact, the translation changes may impact future borrowing capacity, debt covenants, and the overall value of our
net assets. In addition, we also have assets and liabilities, specifically accounts receivable, accounts payable, and current
inter-company receivables and payables, whose carrying amounts approximate their fair value, which are denominated in
currencies other than their relevant functional currencies. Foreign currency exchange rate risk is mitigated through several
means, including the invoicing of customers in the same currency as the source of the products, and the prompt settlement
of inter-company balances utilizing a global netting system.
40
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Woodward, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Woodward, Inc. and subsidiaries (the "Company") as of
September 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive earnings, cash flows, and
stockholders' equity for each of the three years in the period ended September 30, 2024, and the related notes (collectively
referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as
of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years
in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States
of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued
by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
41
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Intangible Assets, net – Trade name — Refer to Notes 1 and 14 to the financial statements
Critical Audit Matter Description
The Company has one indefinite-lived intangible asset consisting of the Woodward L’Orange trade name (“trade name”). As
of September 30, 2024, the carrying value of the trade name is $64.8 million. The trade name is tested for impairment on
an annual basis and more often if an event occurs or circumstances change that indicate the fair value of the trade name
may be below its carrying amount. The Company completed its annual impairment test of the trade name as of July 31,
2024. The results of the impairment test indicated the estimated fair value of the trade name was in excess of its carrying
value and, accordingly, no impairment existed.
The fair value of the trade name was determined using discounted cash flows based on the relief from royalty method
under the income approach. This method incorporates various estimates and assumptions, the most significant being
projected revenue growth rates, royalty rates and the present value of the forecasted cash flows based on the discount rate
and terminal growth rate. The Company projects revenue growth rates and cash flows based on Woodward L’Orange’s
current operational results, expected performance and operational strategies over a five-year period. The terminal growth
rate of the expected cash flow is applied after five years. These projections are adjusted to reflect current economic
conditions and demand for certain products and require considerable management judgment. Changes in these estimates
and assumptions can have a significant impact on the fair value.
We identified the fair value of the trade name as a critical audit matter because of the significant judgments and
assumptions management makes related to the projection of revenue growth rates and the selection of the discount rate,
terminal growth rate, and royalty rate. This required a high degree of auditor judgment and an increased extent of effort,
including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness
of management’s projection of revenue growth rates and selection of the discount rate, terminal growth rate and royalty
rate.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the projection of revenue growth rates and selection of the discount rate, terminal growth
rate, and royalty rate used in determining the fair value of the trade name included the following, among others:
•
We tested the effectiveness of controls over the fair value of the trade name, including those over the
projection of revenue growth rates and the selection of the discount rate, terminal growth rate, and royalty
rate.
42
•
With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, terminal
growth rate, and royalty rate by:
Testing the source information underlying the determination of the discount rate, terminal growth rate,
and royalty rate and recalculating the mathematical accuracy of management’s calculation of the
discount rate
Developing a range of independent estimates of the discount rate and terminal growth rate based on
market inputs and comparing those to the discount and terminal growth rates selected by management
Comparing the royalty rate from comparable licensing agreements to the rate selected by management
•
Searching for any events which could adversely impact the fair value of the brand.
•
We evaluated the reasonableness of management’s projected revenue growth rates by:
Comparing management’s projections to:
▪
Historical revenue results for Woodward L’Orange
▪
Internal communications to management and the board of directors
▪
Analyst and industry reports
▪
Peer company forecasts
Considering the impact of changes in management’s projections from the July 31, 2024 annual
assessment date to September 30, 2024 by comparing actual results for the period to management
projections within the original valuation model.
•
We evaluated whether a triggering event existed subsequent to management’s impairment testing date
through the balance sheet date.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
November 26, 2024
We have served as the Company's auditor since 2008.
43
WOODWARD, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
Year Ended September 30,
2024
2023
2022
Net sales
$
3,324,249
$
2,914,566
$
2,382,790
Costs and expenses:
Cost of goods sold
2,447,770
2,236,983
1,857,485
Selling, general and administrative expenses
307,499
269,692
203,005
Research and development costs
140,676
132,095
119,782
Restructuring activities
—
5,172
(3,420)
Interest expense
47,959
47,898
34,545
Interest income
(6,458)
(2,751)
(1,814)
Other (income) expense, net
(67,168)
(50,291)
(26,691)
Total costs and expenses
2,870,278
2,638,798
2,182,892
Earnings before income taxes
453,971
275,768
199,898
Income tax expense
81,000
43,400
28,200
Net earnings
$
372,971
$
232,368
$
171,698
Earnings per share:
Basic earnings per share
$
6.21
$
3.88
$
2.79
Diluted earnings per share
$
6.01
$
3.78
$
2.71
Weighted Average Common Shares Outstanding:
Basic
60,076
59,908
61,517
Diluted
62,084
61,482
63,254
See accompanying Notes to Consolidated Financial Statements
44
WOODWARD, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
Year Ended September 30,
2024
2023
2022
Net earnings
$ 372,971
$ 232,368
$ 171,698
Other comprehensive earnings:
Foreign currency translation adjustments
30,311
21,180
(63,026)
Net (loss) gain on foreign currency transactions designated as hedges of net investments
(2,381)
(3,090)
7,206
Taxes on changes on foreign currency translation adjustments
334
1,011
2,230
Foreign currency translation and transactions adjustments, net of tax
28,264
19,101
(53,590)
Unrealized (loss) gain on fair value adjustment of derivative instruments
(18,551)
(36,587)
89,048
Reclassification of net realized losses (gains) on derivatives to earnings
23,093
33,224
(68,880)
Taxes on changes on derivative transactions
—
(141)
(786)
Derivative adjustments, net of tax
4,542
(3,504)
19,382
Minimum retirement benefit liability adjustments:
Net gain arising during the period
7,826
9,401
6,318
Prior service cost arising during the period
(1,121)
—
—
Amortization of:
Prior service cost
721
720
1,004
Net (gain) loss
(1,049)
(823)
720
Foreign currency exchange rate changes on minimum retirement benefit liabilities
110
247
1,158
Taxes on changes on minimum retirement benefit liability adjustments
(1,320)
(3,250)
(1,936)
5,167
6,295
7,264
Total comprehensive earnings
$ 410,944
$ 254,260
$ 144,754
See accompanying Notes to Consolidated Financial Statements
45
WOODWARD, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
September 30,
September 30,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
282,270
$
137,447
Accounts receivable, less allowance for uncollectible amounts of $7,738 and $5,847, respectively
770,066
749,859
Inventories
609,092
517,843
Income taxes receivable
22,016
14,120
Other current assets
60,167
50,183
Total current assets
1,743,611
1,469,452
Property, plant and equipment, net
940,715
913,094
Goodwill
806,643
791,468
Intangible assets, net
440,419
452,363
Deferred income tax assets
84,392
58,550
Other assets
353,135
325,276
Total assets
$
4,368,915
$
4,010,203
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt
$
217,000
$
—
Current portion of long-term debt
85,719
75,817
Accounts payable
287,457
234,328
Income taxes payable
40,692
44,435
Accrued liabilities
292,642
262,616
Total current liabilities
923,510
617,196
Long-term debt, less current portion
569,751
645,709
Deferred income tax liabilities
121,858
132,819
Other liabilities
577,380
543,490
Total liabilities
2,192,499
1,939,214
Commitments and contingencies (Note 22)
Stockholders' equity:
Preferred stock, par value $0.003 per share, 10,000 shares authorized, no shares issued
—
—
Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued
106
106
Additional paid-in capital
396,554
327,941
Accumulated other comprehensive losses
(32,698)
(70,671)
Deferred compensation
2,662
2,776
Retained earnings
3,223,259
2,908,574
3,589,883
3,168,726
Treasury stock at cost, 13,787 shares and 13,070 shares, respectively
(1,410,805)
(1,094,961)
Treasury stock held for deferred compensation, at cost, 45 shares and 55 shares, respectively
(2,662)
(2,776)
Total stockholders' equity
2,176,416
2,070,989
Total liabilities and stockholders' equity
$
4,368,915
$
4,010,203
See accompanying Notes to Consolidated Financial Statements
46
WOODWARD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended September 30,
2024
2023
2022
Cash flows from operating activities:
Net earnings
$
372,971
$
232,368
$
171,698
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
116,170
119,743
120,628
Net (gain) loss on sales of assets and businesses
(457)
1,491
(1,775)
Stock-based compensation
33,052
23,383
20,109
Deferred income taxes
(44,606)
(40,155)
(23,226)
Changes in operating assets and liabilities:
Trade accounts receivable
35,799
(113,119)
(54,380)
Unbilled receivables (contract assets)
(51,168)
(23,879)
(44,451)
Costs to fulfill a contract
(3,718)
(11,544)
(17,118)
Inventories
(84,944)
3,234
(110,196)
Accounts payable and accrued liabilities
63,655
67,447
122,963
Contract liabilities
31,538
20,115
12,466
Income taxes
(18,069)
(3,652)
29,644
Retirement benefit obligations
(1,837)
(909)
(4,424)
Other
(9,297)
34,020
(28,300)
Net cash provided by operating activities
439,089
308,543
193,638
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment
(96,280)
(76,500)
(52,868)
Proceeds from sale of assets
2,292
488
43
Proceeds from business divestiture
1,800
—
6,000
Payments for business acquisition, net of cash acquired
—
878
(21,549)
Proceeds from sales of short-term investments
9,738
7,692
12,557
Payments for purchases of short-term investments
(6,767)
(6,109)
(9,632)
Net cash used in investing activities
(89,217)
(73,551)
(65,449)
Cash flows from financing activities:
Cash dividends paid
(58,286)
(51,027)
(44,978)
Proceeds from sales of treasury stock
89,875
50,749
21,897
Payments for repurchases of common stock
(390,819)
(126,380)
(485,300)
Borrowings on revolving lines of credit and short-term borrowings
2,962,800
2,323,500
952,000
Payments on revolving lines of credit and short-term borrowings
(2,745,800)
(2,390,300)
(885,200)
Payments of debt financing costs
—
(2,236)
—
Payments of long-term debt and finance lease obligations
(75,817)
(779)
(797)
Net cash used in financing activities
(218,047)
(196,473)
(442,378)
Effect of exchange rate changes on cash and cash equivalents
12,998
(8,916)
(26,429)
Net change in cash and cash equivalents
144,823
29,603
(340,618)
Cash and cash equivalents at beginning of year
137,447
107,844
448,462
Cash and cash equivalents at end of year
$
282,270
$
137,447
$
107,844
See accompanying Notes to Consolidated Financial Statements
47
WOODWARD, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
Stockholders' equity
Accumulated other comprehensive (loss) earnings
Common
stock
Additional
paid-in
capital
Foreign
currency
translation
adjustments
Unrealized
derivative
gains
(losses)
Minimum
retirement
benefit
liability
adjustments
Total
accumulated
other
comprehensive
(loss) earnings
Deferred
compensation
Retained
earnings
Treasury
stock at
cost
Treasury
stock held for
deferred
compensation
Total
stockholders'
equity
Balances as of September 30, 2021
$
106
$
261,735
$
(32,904)
$
(25,597)
$
(7,118)
$
(65,619)
$
7,949
$ 2,600,513
$
(581,954)
$
(7,949)
$
2,214,781
Net earnings
—
—
—
—
—
—
—
171,698
—
—
171,698
Other comprehensive income (loss), net of tax
—
—
(53,590)
19,382
7,264
(26,944)
—
—
—
—
(26,944)
Cash dividends paid ($0.7325 per share)
—
—
—
—
—
—
—
(44,978)
—
—
(44,978)
Purchases of treasury stock
—
—
—
—
—
—
—
—
(472,784)
—
(472,784)
Sales of treasury stock
—
1,131
—
—
—
—
—
—
20,977
—
22,108
Common shares issued for benefit plans
—
10,565
—
—
—
—
—
—
6,567
—
17,132
Stock-based compensation
—
20,109
—
—
—
—
—
—
—
—
20,109
Purchases of stock by deferred compensation
—
—
—
—
—
—
252
—
—
(252)
—
Distribution of stock from deferred compensation
—
—
—
—
—
—
(1,420)
—
—
1,420
—
Balances as of September 30, 2022
$
106
$
293,540
$
(86,494)
$
(6,215)
$
146
$
(92,563)
$
6,781
$ 2,727,233
$
(1,027,194)
$
(6,781)
$
1,901,122
Balances as of September 30, 2022
$
106
$
293,540
$
(86,494)
$
(6,215)
$
146
$
(92,563)
$
6,781
$ 2,727,233
$
(1,027,194)
$
(6,781)
$
1,901,122
Net earnings
—
—
—
—
—
—
—
232,368
—
—
232,368
Other comprehensive earnings (loss), net of tax
—
—
19,101
(3,504)
6,295
21,892
—
—
—
—
21,892
Cash dividends paid ($0.8500 per share)
—
—
—
—
—
—
—
(51,027)
—
—
(51,027)
Purchases of treasury stock
—
(302)
—
—
—
—
—
—
(126,380)
—
(126,682)
Sales of treasury stock
—
377
—
—
—
—
—
—
50,090
—
50,467
Common shares issued for benefit plans
—
10,943
—
—
—
—
—
—
8,523
—
19,466
Stock-based compensation
—
23,383
—
—
—
—
—
—
—
—
23,383
Purchases of stock by deferred compensation
—
—
—
—
—
—
178
—
—
(178)
—
Distribution of stock from deferred compensation
—
—
—
—
—
—
(4,183)
—
—
4,183
—
Balances as of September 30, 2023
$
106
$
327,941
$
(67,393)
$
(9,719)
$
6,441
$
(70,671)
$
2,776
$ 2,908,574
$
(1,094,961)
$
(2,776)
$
2,070,989
Balances as of September 30, 2023
$
106
$
327,941
$
(67,393)
$
(9,719)
$
6,441
$
(70,671)
$
2,776
$ 2,908,574
$
(1,094,961)
$
(2,776)
$
2,070,989
Net earnings
—
—
—
—
—
—
—
372,971
—
—
372,971
Other comprehensive earnings (loss), net of tax
—
—
28,264
4,542
5,167
37,973
—
—
—
—
37,973
Cash dividends paid ($0.9700 per share)
—
—
—
—
—
—
—
(58,286)
—
—
(58,286)
Purchases of treasury stock
—
(2,774)
—
—
—
—
—
—
(390,819)
—
(393,593)
Sales of treasury stock
—
24,368
—
—
—
—
—
—
67,053
—
91,421
Common shares issued for benefit plans
—
13,967
—
—
—
—
—
—
7,922
—
21,889
Stock-based compensation
—
33,052
—
—
—
—
—
—
—
—
33,052
Purchases of stock by deferred compensation
—
—
—
—
—
—
173
—
—
(173)
—
Distribution of stock from deferred compensation
—
—
—
—
—
—
(287)
—
—
287
—
Balances as of September 30, 2024
$
106
$
396,554
$
(39,129)
$
(5,177)
$
11,608
$
(32,698)
$
2,662
$ 3,223,259
$
(1,410,805)
$
(2,662)
$
2,176,416
See accompanying Notes to Consolidated Financial Statements
48
WOODWARD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
Note 1. Operations and summary of significant accounting policies
Basis of presentation
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) and include the accounts of Woodward, Inc. and its subsidiaries (collectively
“Woodward” or “the Company”).
Nature of operations
Woodward is an independent designer, manufacturer, and service provider of energy control and optimization
solutions. Woodward designs, produces, and services reliable, efficient, low-emission, and high-performance energy control
products for diverse applications in challenging environments. Woodward has significant production and assembly facilities
primarily in the United States, Europe, and Asia, and promotes its products and services through its worldwide locations.
Woodward’s strategic focus is providing energy control and optimization solutions for the aerospace and industrial
markets. The precise and efficient control of energy, including motion, fluid, combustion, and electrical energy, is a growing
requirement in the markets Woodward serves. Woodward’s customers look to it to optimize the efficiency, emissions, and
operation of power equipment in both commercial and defense operations. Woodward’s core technologies leverage well
across its markets and customer applications, enabling it to develop and integrate cost-effective and state-of-the-art fuel,
combustion, fluid, actuation, and electronic systems. Woodward focuses its solutions and services primarily on serving
original equipment manufacturers (“OEMs”) and equipment packagers, partnering with them to bring superior component
and system solutions to their demanding applications. Woodward also provides aftermarket repair, maintenance,
replacement, and other service support for its installed products.
Woodward’s components and integrated systems optimize performance of commercial aircraft, defense aircraft,
military ground vehicles and other equipment, gas and steam turbines, industrial diesel, gas, biodiesel and dual-fuel
reciprocating engines, and electrical power systems. Woodward’s innovative motion, fluid, combustion, and electrical
energy control systems help its customers offer more cost-effective, cleaner, and more reliable equipment.
Summary of significant accounting policies
Principles of consolidation: These Consolidated Financial Statements are prepared in accordance with U.S. GAAP and
include the accounts of Woodward and its wholly and majority-owned subsidiaries. Transactions within and between these
companies are eliminated.
Use of estimates: The preparation of the Consolidated Financial Statements requires management to make use of
estimates and assumptions that affect the reported amount of assets and liabilities, at the date of the financial statements
and the reported revenues and expenses recognized during the reporting period, and certain financial statement
disclosures. Significant estimates include allowances for uncollectible amounts, net realizable value of inventories,
customer rebates earned, useful lives of property and identifiable intangible assets, the evaluation of impairments of
property, identifiable intangible assets and goodwill, the provision for income tax and related valuation reserves, the
valuation of assets and liabilities acquired in business combinations, assumptions used in the determination of the funded
status and annual expense of pension and postretirement employee benefit plans, the valuation of stock compensation
instruments granted to employees, and contingencies. Actual results could differ from those estimates.
Foreign currency exchange rates: The assets and liabilities of substantially all subsidiaries outside the United States
are translated at fiscal year-end rates of exchange, and earnings and cash flow statements are translated at weighted-
average rates of exchange. The exchange rate in effect at the time of the cash flow is used for significant or infrequent cash
flows, such as payments for a business acquisition, for which the use of weighted-average rates of exchange would result in
a substantially different cash flow. Translation adjustments are accumulated with other comprehensive (losses) earnings as
a separate component of stockholders’ equity and are presented net of tax effects in the Consolidated Statements of
Stockholders’ Equity. The effects of changes in foreign currency exchange rates on loans between consolidated subsidiaries
that are considered permanent in nature are also accumulated with other comprehensive earnings, net of tax.
49
The Company is exposed to market risks related to fluctuations in foreign currency exchange rates because some sales
transactions, and certain assets and liabilities of its domestic and foreign subsidiaries, are denominated in foreign
currencies. Selling, general, and administrative expenses include a net foreign currency loss of $8,369 in fiscal year 2024, a
net foreign currency loss of $1,020 in fiscal year 2023, and a net foreign currency gain of $1,450 in fiscal year 2022.
Revenue recognition: Revenue is recognized on contracts with customers for arrangements in which quantities and
pricing are fixed and/or determinable and are generally based on customer purchase orders, often within the framework of
a long-term supply arrangement with the customer. Woodward has determined that it is the principal in its sales
transactions, as Woodward is primarily responsible for fulfilling the promised performance obligations, has discretion to
establish the selling price, and generally assumes the inventory risk. Woodward recognizes revenue for performance
obligations within a customer contract when control of the associated product or service is transferred to the customer.
Some of Woodward’s contracts with customers contain a single performance obligation, while other contracts contain
multiple performance obligations. Each product within a contract generally represents a separate performance obligation
as Woodward does not provide significant installation and integration services, the products do not customize each other,
and the products can function independently of each other.
A contract's transaction price is allocated to each performance obligation and recognized as revenue when, or as, the
customer obtains control of the associated product or service. When there are multiple performance obligations within a
contract, Woodward generally uses the observable standalone sales price for each distinct product or service within the
contract to allocate the transaction price to the distinct products or services. In instances when a standalone sales price for
each product or service is not observable within the contract, Woodward allocates the transaction price to each
performance obligation using an estimate of the standalone selling price for each product or service, which is generally
based on incurred costs plus a reasonable margin, for each distinct product or service in the contract.
When determining the transaction price of each contract, Woodward considers contractual consideration payable by
the customer and variable consideration that may affect the total transaction price. Variable consideration, consisting of
early payment discounts, rebates, and other sources of price variability, are included in the estimated transaction price
based on both customer-specific information as well as historical experience.
Customers sometimes trade in used products in exchange for new or refurbished products. In addition, Woodward’s
customers sometimes provide inventory to Woodward which will be integrated into final products sold to those customers.
Woodward obtains control of these exchanged products and customer provided inventory, and therefore, both are forms of
noncash consideration. Noncash consideration paid by customers on overall sales transactions is additive to the transaction
price. Woodward’s net sales and cost of goods sold include the value of such noncash consideration for the same amount,
with no resulting impact to earnings before income taxes. Upon receipt of such inventory, Woodward recognizes an
inventory asset and a contract liability.
Point in time and over time revenue recognition: Control of the products generally transfers to the customer at a
point in time, if the customer does not control the products as they are produced. Performance obligations are satisfied and
revenue is recognized over time if: (i) the customer receives the benefits as Woodward performs work, if the customer
controls the asset as it is being enhanced, or if the product being produced for the customer has no alternative use to
Woodward; and (ii) Woodward has an enforceable right to payment with a profit. For products being produced for the
customer that have no alternative use to Woodward and Woodward has an enforceable right to payment with a profit, and
where the products are substantially the same and have the same pattern of transfer to the customer, revenue is
recognized as a series of distinct products. As Woodward satisfies MRO performance obligations, revenue is recognized
over time, as the customer, rather than Woodward, controls the asset being enhanced. When services are provided,
revenue from those services is recognized over time because control is transferred continuously to customers as Woodward
performs the work.
For services that are not short-term in nature, MRO, and sales of products that have no alternative use to Woodward
and an enforceable right to payment with a profit, Woodward uses an actual cost input measure to determine the extent of
progress towards completion of the performance obligation. For these revenue streams, revenue is recognized over time as
work is performed based on the relationship between actual costs incurred to-date for each contract and the total
estimated costs for such contract at completion of the performance obligation (the cost-to-cost method). Woodward has
concluded that this measure of progress best depicts the transfer of assets to the customer because incurred costs are
integral to Woodward’s completion of the performance obligation under the specific customer contract and correlate
directly to the transfer of control to the customer. Contract costs include labor, material, and overhead. Contract cost
estimates are based on various assumptions to project the outcome of future events. These assumptions include labor
50
productivity, and availability; the complexity of the work to be performed; the cost and availability of materials; the
performance of subcontractors; and the availability and timing of funding from the customer. Revenues, including
estimated fees or profits, are recorded proportionally as costs are incurred.
If at any time the estimate of contract profitability indicates an anticipated loss on the contract, Woodward recognizes
provisions for estimated losses on uncompleted contracts in the period in which such losses are determined. In situations
where the creditworthiness of a customer becomes in doubt, Woodward ceases to recognize the over-time revenue on the
associated customer contract.
Occasionally, Woodward sells maintenance or service arrangements, extended warranties, or other stand ready
services. Woodward recognizes revenue from such arrangements as a series of performance obligations over the time
period in which the services are available to the customer.
Material rights and costs to fulfill a contract: Customers sometimes pay consideration to Woodward for product
engineering and development activities that do not result in the immediate transfer of distinct products or services to the
customer. There is an implicit assumption that without the customer making such advance payments to Woodward,
Woodward’s future sales of products or services to the customer would be at a higher selling price; therefore, such
payments create a “material right” to the customer that effectively gives the customer an option to acquire future products
or services, at a discount, that are dependent upon the product engineering and development. Material rights are recorded
as contract liabilities and will be recognized when control of the related products or services are transferred to the
customer.
Woodward capitalizes costs of product engineering and development identified as material rights up to the amount of
customer funding as costs to fulfill a contract are incurred because the costs incurred up to the amount of the customer
funding commitment are recoverable. Due to the uncertainty of the product success and/or demand, fulfillment costs in
excess of the customer funding are expensed as incurred. Woodward recognizes the deferred material rights as revenue
based on a percentage of actual sales to total estimated lifetime sales of the related developed products as the customers
exercise their option to acquire additional products or services at a discount. Woodward amortizes the capitalized costs to
fulfill a contract as cost of goods sold proportionally to the recognition of the associated deferred material rights. Estimated
total lifetime sales are reviewed at least annually and more frequently when circumstances warrant a modification to the
previous estimate.
Woodward does not capitalize incremental costs of obtaining a contract, as Woodward does not pay sales
commissions or incur other incremental costs related to contracts with Woodward’s customers for arrangements in which
quantities and pricing are fixed and/or determinable.
Contract liabilities: Advance payments and billings in excess of revenue recognized represent contract liabilities and
are recorded as deferred revenues when customers remit contractual cash payments in advance of Woodward satisfying
performance obligations under contractual arrangements, including those with performance obligations satisfied over time.
Woodward generally receives advance payments from customers related to maintenance or service arrangements,
extended warranties, or other stand ready services, which it recognizes over the performance period. Contract liabilities are
satisfied when revenue is recognized and the performance obligation is satisfied. Advance payments and billings in excess
of revenue recognized are included in deferred revenue, which is classified as current or noncurrent based on the timing of
when Woodward expects to recognize revenue.
Customer payments: Woodward occasionally agrees to make payments to certain customers in order to participate in
anticipated sales activity. Payments made to customers are accounted for as a reduction of revenue unless they are made
in exchange for identifiable goods or services with fair values that can be reasonably estimated. Reductions in revenue
associated with these customer payments are recognized immediately to the extent that the payments cannot be
attributed to anticipated future sales, and are recognized in future periods to the extent that the payments relate to
anticipated future sales. Such determinations are based on the facts and circumstances underlying each payment.
Purchase accounting: Business combinations are accounted for using the purchase method of accounting. Under this
method, assets and liabilities, including intangible assets, are recorded at their fair values as of the acquisition date.
Acquisition costs in excess of amounts assigned to assets acquired and liabilities assumed are recorded as goodwill.
Transaction-related costs associated with business combinations are expensed as incurred.
Stock-based compensation: Compensation cost relating to stock-based payment awards made to employees and
directors is recognized in the financial statements using a fair value method. Non-qualified stock option awards, restricted
51
stock units, and performance restricted stock units are issued under Woodward’s stock-based compensation plans. The cost
of such awards, measured at the grant date, is based on the estimated fair value of the award.
Forfeitures are estimated at the time of each grant in order to estimate the portion of the award that will ultimately
vest. The estimate is based on Woodward’s historical rates of forfeitures and is updated periodically. The portion of the
award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the
vesting period of the awards.
Research and development costs: Company funded expenditures related to new product development and significant
product enhancement and/or upgrade activities are expensed as incurred and are separately reported in the Consolidated
Statements of Earnings.
Income taxes: Deferred income taxes are provided for the temporary differences between the financial reporting
basis and the tax basis of Woodward’s assets, liabilities, and certain unrecognized gains and losses recorded in accumulated
other comprehensive (losses) earnings. Woodward provides for taxes that may be payable if undistributed earnings of
overseas subsidiaries were to be remitted to the United States, except for those earnings that it considers to be indefinitely
invested.
Cash equivalents: Highly liquid investments purchased with an original maturity of three months or less are
considered to be cash equivalents.
Accounts receivable: Almost all of Woodward’s sales are made on credit and result in accounts receivable, which are
recorded at the amount invoiced and are generally not collateralized. In the normal course of business, not all accounts
receivable are collected and, therefore, an allowance for uncollectible amounts is provided equal to the amount that
Woodward believes ultimately will not be collected, either from credit risk or other adjustments to the original selling price
or anticipated cash discounts. In establishing the amount of the allowance related to the credit risk of accounts receivable,
customer-specific information is considered related to delinquent accounts, past loss experience, bankruptcy filings,
deterioration in the customer’s operating results or financial position, current and forecasted economic conditions, and
other relevant factors. Bad debt losses are deducted from the allowance, and the related accounts receivable balances are
written off when the receivables are deemed uncollectible. Recoveries of accounts receivable previously written off are
recognized when received. The allowance associated with anticipated other adjustments to the selling price or cash
discounts is also established and is included in the allowance for uncollectible amounts. In establishing this amount, both
customer-specific information as well as historical experience is considered.
In coordination with its customers and when terms are considered favorable to Woodward, Woodward from time-to-
time transfers ownership to collect amounts due to Woodward for outstanding accounts receivable to third parties in
exchange for cash. When the transfer of accounts receivable meets the criteria of Financial Accounting Standards Board
(“FASB”) ASC Topic 860-10, “Transfers and Servicing,” and are without recourse, it is recognized as a sale and the accounts
receivable is derecognized, resulting in an increase of approximately $1,398 in cash provided by operating activities during
fiscal year 2024, compared to an increase in cash provided by operating activities of approximately $26,273 during fiscal
year 2023.
Unbilled receivables (contract assets) arise when the timing of billing differs from the timing of revenue recognized,
such as when contract provisions require revenue to be recognized over time rather than at a point in time. Unbilled
receivables primarily relate to performance obligations satisfied over time when the cost-to-cost method is utilized and the
revenue recognized exceeds the amount billed to the customer as there is not yet a right to payment in accordance with
contractual terms. Unbilled receivables are recorded as a contract asset when the revenue associated with the contract is
recognized prior to billing and derecognized when billed in accordance with the terms of the contract.
For composition of accounts receivable, see Note 3, Revenue.
Inventories: Inventories are valued at the lower of cost or net realizable value, with cost being determined using
methods that approximate a first-in, first-out basis.
52
Short-term investments: From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in
short-term time deposits with a fixed maturity date of longer than three months but less than one year from the date of the
deposit. Woodward believes that the investments are with creditworthy financial institutions. Amounts with maturities of
less than 365 days are classified as “Other current assets.”
Property, plant, and equipment: Property, plant, and equipment are recorded at cost and are depreciated over the
estimated useful lives of the assets. Assets are generally depreciated using the straight-line method. Assets are tested for
recoverability whenever events or circumstances indicate the carrying value may not be recoverable.
Estimated lives over which fixed assets are generally depreciated at September 30, 2024 were as follows:
Land improvements
10
–
20 years
Buildings and improvements
10
–
40 years
Leasehold improvements
1
–
10 years
Machinery and production equipment
3
–
25 years
Computer equipment and software
3
–
10 years
Office furniture and equipment
3
–
15 years
Other
3
–
5 years
Included in computer equipment and software are Woodward’s enterprise resource planning (“ERP”) systems, which
have an estimated useful life of 15 years. All other computer equipment and software is generally depreciated over three
years to five years.
Leases: Right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the
estimated present value of the remaining fixed lease payments over the lease term. In determining the estimated present
value of lease payments, Woodward discounts the fixed lease payments using the rate implicit in the agreement or, if the
implicit rate is not known, using the incremental borrowing rate. Woodward’s incremental borrowing rate is based on the
information available at the lease commencement date, with consideration given to Woodward’s recent debt issuances as
well as publicly available data for instruments with similar characteristics.
For operating leases, lease expense is recognized over the expected lease term and classified as a cost of goods sold or
selling, general, and administrative expense based on the nature of the underlying leased asset. For finance leases, the ROU
asset is recognized over the shorter of the useful life of the asset, consistent with Woodward’s normal depreciation policy,
or the lease term, and is classified as a cost of goods sold, selling, general, and administrative expense, or research and
development expense, based on the nature and use of the underlying leased asset.
Certain of Woodward’s operating lease agreements include variable payments that are passed through by the
landlord, such as insurance, taxes, and common area maintenance, payments based on the usage of the asset, and rental
payments adjusted periodically for inflation. Pass-through charges, payments due to changes in usage of the asset, and
payments due to changes in indexation are included within variable rent expense and are recognized in the period in which
the variable obligation for the payments was incurred.
Goodwill: Woodward tests goodwill for impairment at the reporting unit level on an annual basis and more often if an
event occurs or circumstances change that indicates the fair value of a reporting unit may be below its carrying amount.
Based on the relevant U.S. GAAP authoritative guidance, Woodward aggregates components of a single operating segment
into a reporting unit, if appropriate. The impairment test consists of comparing the implied fair value of each reporting unit
with its carrying amount that includes goodwill. If the carrying amount of the reporting unit exceeds its implied fair value,
Woodward compares the implied fair value of goodwill with the recorded carrying amount of goodwill. If the carrying
amount of goodwill exceeds the implied fair value of goodwill, an impairment loss would be recognized to reduce the
carrying amount to its implied fair value.
Based on the results of Woodward’s annual goodwill impairment testing, no impairment charges were recorded in the
year ended September 30, 2024, 2023, or 2022 or since the goodwill was originally recorded.
53
Other intangibles: Other intangibles are recognized apart from goodwill whenever an acquired intangible asset arises
from contractual or other legal rights, or whenever it is capable of being separated or divided from the acquired entity and
sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset, or
liability. Woodward amortizes the cost of other intangibles over their useful lives unless such lives are deemed indefinite.
The cost of finite-lived other intangibles are amortized over their respective useful life using patterns that reflect the
periods over which the economic benefits of the assets are expected to be realized. Amortization expense is allocated to
cost of goods sold and selling, general, and administrative expenses based on the nature of the intangible asset. Finite-lived
other intangible assets are reviewed for impairment whenever an event occurs or circumstances change indicating that the
related carrying amount of the other intangible asset may not be recoverable. Impairment losses are recognized if the
carrying amount of an intangible is both not recoverable and exceeds its fair value.
Woodward has recorded no impairment charges related to its other intangibles in the year ended September 30,
2024, 2023, or 2022.
Estimated lives over which intangible assets are amortized at September 30, 2024 were as follows:
Customer relationships and contracts
11
–
30
years
Intellectual property
17 years
Process technology
10
–
30
years
Other
1 year
Woodward has one indefinitely lived intangible asset consisting of the Woodward L’Orange trade name. The
Woodward L’Orange trade name intangible asset is tested for impairment on an annual basis and more often if an event
occurs or circumstances change that indicate the fair value of the Woodward L’Orange intangible asset may be below its
carrying amount. The impairment test consists of comparing the fair value of the Woodward L’Orange trade name
intangible asset, determined using discounted cash flows, with its carrying amount. If the carrying amount of the
Woodward L’Orange intangible asset exceeds its fair value, an impairment loss would be recognized to reduce the carrying
amount to its fair value. Woodward has not recorded any impairment charges against the L'Orange trade name intangible
asset since it was acquired.
Impairment of long-lived assets: Woodward reviews the carrying amount of its long-lived assets or asset groups to be
used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not
be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent
or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect
the value of the asset, or a significant decline in the observable market value of an asset, among others.
If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by
determining if the carrying amount of the asset group exceeds the sum of the projected undiscounted cash flows expected
to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the
asset group. If the recoverability test indicates that the carrying amount of the asset group is not recoverable, the Company
will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an
estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s
carrying amount and its estimated fair value.
Investment in marketable equity securities: Woodward holds marketable equity securities related to its deferred
compensation program. Based on Woodward’s intentions regarding these instruments, marketable equity securities are
classified as trading securities. The trading securities are reported at fair value, with realized gains and losses recognized in
“Other (income) expense, net.” The trading securities are included in “Other assets.” The associated obligation to provide
benefits under the deferred compensation program is included in “Other liabilities.”
Investments in unconsolidated subsidiaries: Investments in, and operating results of, entities in which Woodward
does not have a controlling financial interest or the ability to exercise significant influence over the operations are included
in the financial statements using the cost method of accounting. Investments and operating results of entities in which
Woodward does not have a controlling interest but does have the ability to exercise significant influence over operations
are included in the financial statements using the equity method of accounting.
Deferred compensation: The Company maintains a deferred compensation plan, or “rabbi trust,” as part of its overall
compensation package for certain employees.
Deferred compensation obligations will be settled either by delivery of a fixed number of shares of Woodward’s
common stock (in accordance with certain eligible members’ irrevocable elections) or in cash. Woodward has contributed
shares of its common stock into a trust established for the future settlement of deferred compensation obligations that are
payable in shares of Woodward’s common stock. Common stock held by the trust is reflected in the Consolidated Balance
54
Sheets as “Treasury stock held for deferred compensation” and the related deferred compensation obligation is reflected as
a separate component of equity in amounts equal to the fair value of the common stock at the dates of contribution. These
accounts are not adjusted for subsequent changes in the fair value of the common stock. Deferred compensation
obligations that will be settled in cash are accounted for on an accrual basis in accordance with the terms of the underlying
contract and are reflected in the Consolidated Balance Sheet as “Other liabilities.”
Financial instruments: The Company’s financial instruments include cash and cash equivalents, short-term
investments, investments in the deferred compensation program, notes receivable from municipalities, investments in term
deposits, cross-currency interest rate swaps, and debt. Because of their short-term maturity, the carrying amount of cash
and cash equivalents and short-term debt approximate fair value. Financial assets and liabilities recorded at fair value in the
Consolidated Balance Sheets are categorized based upon a fair value hierarchy established by U.S. GAAP, which prioritizes
the inputs used to measure fair value into the following levels:
Level 1: Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement
date.
Level 2: Quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are
observable and can be corroborated by observable market data.
Level 3: Inputs reflect management’s best estimates and assumptions of what market participants would use in pricing
the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the
valuation of the instruments.
Further information on the fair value of financial instruments can be found at Note 7, Financial instruments and fair
value measurements.
Derivatives: The Company is exposed to various global market risks, including the effect of changes in interest rates,
foreign currency exchange rates, changes in certain commodity prices, and fluctuations in various producer indices. From
time to time, Woodward enters into derivative instruments for risk management purposes only, including derivatives
designated as accounting hedges and/or those utilized as economic hedges. Woodward uses interest rate related derivative
instruments to manage its exposure to fluctuations of interest rates. Woodward does not enter into or issue derivatives for
trading or speculative purposes.
By using derivative and/or hedging instruments to manage its risk exposure, Woodward is subject, from time to time,
to credit risk and market risk on those derivative instruments. Credit risk arises from the potential failure of the
counterparty to perform under the terms of the derivative and/or hedging instrument. When the fair value of a derivative
contract is positive, the counterparty owes Woodward, which creates credit risk for Woodward. Woodward mitigates this
credit risk by entering into transactions only with counterparties that are believed to be creditworthy. Market risk arises
from the potential adverse effects on the value of derivative and/or hedging instruments that result from a change in
interest rates, commodity prices, or foreign currency exchange rates. Woodward minimizes this market risk by establishing
and monitoring parameters that limit the types and degree of market risk that may be undertaken.
From time to time, in order to hedge against foreign currency exposure, Woodward designates certain non-derivative
financial instrument loans as net investment hedges. Foreign exchange gains or losses on these loans are recognized in
foreign currency translation adjustments within total comprehensive (losses) earnings. Also, to hedge against the foreign
currency exposure attributable to non-functional currency denominated intercompany loans, Woodward has entered into
derivative instruments in fair value hedging relationships and cash flow hedging relationships.
Further information on net investment hedges and derivative instruments in fair value and cash flow hedging
relationships, including the Company’s policy in accounting for these derivatives, can be found at Note 8, Derivative
instruments and hedging activities.
Postretirement benefits: The Company provides various benefits to certain current and former employees through
defined benefit pension and postretirement plans. For financial reporting purposes, net periodic benefits expense and
related obligations are calculated using a number of significant actuarial assumptions. Changes in net periodic expense and
funding status may occur in the future due to changes in these assumptions. The funded status of defined pension and
postretirement plans recognized in the statement of financial position is measured as the difference between the fair
market value of the plan assets and the benefit obligation. For a defined benefit pension plan, the benefit obligation is the
projected benefit obligation; for any other defined benefit postretirement plan, such as a retiree health care plan, the
55
benefit obligation is the accumulated benefit obligation. Any over-funded status is recognized as an asset and any
underfunded status is recognized as a liability.
Projected benefit obligation is the actuarial present value as of the measurement date of all benefits attributed by the
plan benefit formula to employee service rendered before the measurement date using assumptions as to future
compensation levels if the plan benefit formula is based on those future compensation levels. The accumulated benefit
obligation is the actuarial present value of benefits (whether vested or unvested) attributed by the plan benefit formula to
employee service rendered before the measurement date and based on employee service and compensation, if applicable,
prior to that date. The accumulated benefit obligation differs from the projected benefit obligation in that it includes no
assumption about future compensation levels.
Note 2. New accounting standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new
accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through
issuance of an Accounting Standards Update (“ASU”).
In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures." The purpose of
ASU 2023-07 is to provide enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are
effective for fiscal years beginning after December 15, 2023 (fiscal year 2025 for Woodward), and interim periods within
fiscal years beginning after December 15, 2024 (fiscal year 2026 for Woodward), with early adoption permitted, and are to
be applied on a retrospective basis to all periods presented. Woodward is currently assessing the impact on its segment
reporting disclosures.
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." The purpose of ASU
2023-09 is to provide enhanced disclosures surrounding income taxes by requiring consistent categories and greater
disaggregation of information in the rate reconciliation, the disaggregation of income taxes paid by jurisdiction, as well as
several other changes to the income tax disclosure. The amendments in ASU 2023-09 are effective for fiscal years beginning
after December 15, 2024 (fiscal year 2026 for Woodward), with early adoption permitted, and is required to be applied
prospectively with the option of retrospective application. Woodward is currently assessing the impact on its income tax
disclosures.
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" the purpose of ASU
2024-03 is to provide enhanced disclosures about significant expenses on the Consolidated Statement of Earnings. The
amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 (fiscal year 2028 for
Woodward), and interim periods within fiscal years beginning after December 15, 2027 (fiscal year 2029 for Woodward),
with early adoption permitted, and are to be applied either on a prospective basis to financial statements issued for
reporting periods after the effective date or on a retrospective basis to all periods presented. Woodward is currently
assessing the impact on its Consolidated Statement of Earnings disclosures.
Note 3. Revenue
Sales of products
Woodward primarily generates revenue through the manufacture and sale of engineered aerospace and industrial
products, including revenue derived from MRO performance obligations performed on products originally manufactured by
Woodward and subsequently returned by OEM or other end-user customers. The majority of Woodward’s costs incurred to
satisfy MRO performance obligations are related to replacing and/or refurbishing component parts of the returned
products to restore the units back to a condition generally comparable to that of the unit upon its initial sale to an OEM
customer. Therefore, Woodward considers almost all of its revenue to be derived from product sales, including those
related to MRO.
Year Ended September 30,
2024
2023
2022
Manufactured products
83%
84%
84%
MRO
15%
14%
14%
Services
2%
2%
2%
56
Point in time and over time revenue recognition
The amount of revenue recognized as point in time or over time follows:
For the Year Ended September 30,
2024
2023
2022
Aerospace
Industrial
Consolidated
Aerospace
Industrial
Consolidated
Aerospace
Industrial
Consolidated
Point in time
$
853,728
$
780,794
$
1,634,522
$
748,278
$
708,458
$
1,456,736
$
593,233
$
509,737
$
1,102,970
Over time
1,174,890
514,837
1,689,727
1,019,825
438,005
1,457,830
926,089
353,731
1,279,820
Total net sales
$
2,028,618
$
1,295,631
$
3,324,249
$
1,768,103
$
1,146,463
$
2,914,566
$
1,519,322
$
863,468
$
2,382,790
Material rights and costs to fulfill a contract
Amounts recognized related to changes in estimated total lifetime sales for material rights and costs to fulfill contracts
with customers follows:
Year Ended September 30,
2024
2023
2022
Revenue
$
17,154
$
1,460
$
1,514
Cost of goods sold
15,486
1,736
667
Amounts recognized related to amortization of costs to fulfill contracts and contract liabilities, which were not related
to changes in estimate, follows:
Year Ended September 30,
2024
2023
2022
Revenue
$
7,230
$
6,741
$
4,107
Cost of goods sold
3,112
5,559
3,077
As of September 30, 2024, “Other assets” on the Consolidated Balance Sheets included $185,102 of capitalized costs
to fulfill contracts with customers, compared to $180,228 as of September 30, 2023.
Accounts receivable and contract assets
Customer receivables include amounts billed and currently due from customers as well as unbilled amounts (contract
assets) and are included in “Accounts receivable” in Woodward’s Consolidated Balance Sheets. Amounts are billed in
accordance with contractual terms, which are generally tied to shipment of the products to the customer, or as work
progresses in accordance with contractual terms. Billed accounts receivable are typically due within 60 days. Woodward’s
contracts with customers generally have no financing components.
Accounts receivable consisted of the following:
September 30, 2024
September 30, 2023
Billed receivables
Trade accounts receivable
$
455,831
$
434,287
Other (Chinese financial institutions)
1,403
50,940
Total billed receivables
457,234
485,227
Current unbilled receivables (contract assets)
320,570
270,479
Total accounts receivable
777,804
755,706
Less: Allowance for uncollectible amounts
(7,738)
(5,847)
Total accounts receivable, net
$
770,066
$
749,859
As of September 30, 2024, “Other assets” on the Consolidated Balance Sheets includes $11,237 of unbilled receivables
not expected to be invoiced and collected within a period of twelve months, compared to $7,332 as of September 30, 2023.
Unbilled receivables not expected to be invoiced and collected within a period of twelve months are primarily attributable
to the timing of revenue recognized in excess of billings in the Aerospace segment.
Billed and unbilled accounts receivable from the U.S. Government were less than 10% of total billed and unbilled
accounts receivable at September 30, 2024 and September 30, 2023.
57
The allowance for uncollectible amounts and change in expected credit losses for trade accounts receivable and
unbilled receivables (contract assets) consisted of the following:
Year Ended September 30,
2024
2023
2022
Balance, beginning
$
5,847
$
3,922
$
3,664
Changes in estimates
3,219
7,211
447
Write-offs
(586)
(5,305)
(46)
Other1
(742)
19
(143)
Balance, ending
$
7,738
$
5,847
$
3,922
(1) Includes effects of foreign exchange rate changes during the period.
Contract liabilities
Contract liabilities consisted of the following:
September 30, 2024
September 30, 2023
Current
Noncurrent
Current
Noncurrent
Deferred revenue from material rights from JV formation
$
6,580
$
232,164
$
6,147
$
233,997
Deferred revenue from advanced invoicing and/or prepayments
from customers
23,706
6,437
6,868
2,196
Liability related to customer supplied inventory
20,563
—
14,543
—
Deferred revenue from material rights related to engineering and
development funding
5,942
186,008
6,190
178,464
Net contract liabilities
$
56,791
$
424,609
$
33,748
$
414,657
The current portion of contract liabilities is included in “Accrued liabilities” and the noncurrent portion is included in
“Other liabilities” of Woodward’s Consolidated Balance Sheets. Woodward recognized revenue of $44,398 in the year
ended September 30, 2024 from contract liabilities balances recorded as of September 30, 2023, compared to $25,190 in
the year ended September 30, 2023 from contract liabilities balances recorded as of September 30, 2022.
The amount of revenue recognized related to noncash consideration received from customers follows:
For the Year Ended September 30,
2024
2023
2022
Aerospace
$
61,323
$
50,329
$
63,358
Industrial
4,974
1,939
2,343
Consolidated
$
66,297
$
52,268
$
65,701
Remaining performance obligations
Remaining performance obligations related to the aggregate amount of the total contract transaction price of firm
orders for which the performance obligation has not yet been recognized in revenue as of September 30, 2024 was
$2,932,793, compared to $2,325,533 as of September 30, 2023, the majority of which in both periods relate to Woodward’s
Aerospace segment. Woodward expects to recognize almost all of these remaining performance obligations within two
years after September 30, 2024.
Remaining performance obligations related to material rights that have not yet been recognized in revenue as of
September 30, 2024 was $509,366, of which $14,788 is expected to be recognized in fiscal year 2025, and the balance is
expected to be recognized thereafter. Woodward expects to recognize revenue from performance obligations related to
material rights over the life of the underlying programs, which may be as long as forty years.
Disaggregation of revenue
Woodward designs, produces, and services reliable, efficient, low-emission, and high-performance energy control
products for diverse applications in markets throughout the world. Woodward reports financial results for each of its
Aerospace and Industrial reportable segments. Woodward further disaggregates its revenue from contracts with customers
by primary market and by geographical area as Woodward believes this best depicts how the nature, amount, timing, and
uncertainty of its revenue and cash flows are affected by economic factors.
58
Revenue by primary market for the Aerospace reportable segment was as follows:
Year Ended September 30,
2024
2023
2022
Commercial OEM
$
738,394
$
651,275
$
499,438
Commercial aftermarket
640,823
547,625
420,881
Defense OEM
406,810
368,653
422,016
Defense aftermarket
242,591
200,550
176,987
Total Aerospace segment net sales
$
2,028,618
$
1,768,103
$
1,519,322
Revenue by primary market for the Industrial reportable segment was as follows:
Year Ended September 30,
2024
2023
2022
Power generation
$
423,872
$
382,536
$
317,026
Transportation
642,174
527,498
354,682
Oil and gas
229,585
236,429
191,760
Total Industrial segment net sales
$
1,295,631
$
1,146,463
$
863,468
During fiscal year 2023, for purposes of how we assess performance, we determined that certain revenue was better
aligned with our markets consisting of power generation, transportation, and oil and gas, rather than the reciprocating
engines and industrial turbines, how it was previously reported. For comparability, we have reclassified revenue for the
year ended September 30, 2022 to conform to the new presentation. This reclassification of revenue had no impact on our
consolidated financial results.
The customers who account for approximately 10% or more of net sales of each of Woodward’s reportable segments
are as follows:
For the Year Ended September 30,
2024
2023
Aerospace
RTX Corporation, The Boeing Company
RTX Corporation, GE, The Boeing Company
Industrial
Weichai Power, Rolls-Royce PLC
Rolls-Royce PLC, Caterpillar Inc., Weichai Power
Net sales by geographic area, as determined based on the location of the customer, were as follows:
Year Ended September 30,
2024
2023
2022
Aerospace
Industrial
Consolidated
Aerospace
Industrial
Consolidated
Aerospace
Industrial
Consolidated
United States
$ 1,404,223
$
294,033
$
1,698,256
$ 1,254,954
$
283,121
$
1,538,075
$ 1,105,860
$
205,740
$
1,311,600
Germany
72,583
196,775
269,358
80,450
193,392
273,842
57,840
174,216
232,056
Europe, excluding
Germany
202,421
297,517
499,938
163,222
273,757
436,979
128,719
234,795
363,514
China
96,136
293,908
390,044
56,773
186,713
243,486
49,407
86,972
136,379
Asia, excluding
China
59,103
163,603
222,706
37,107
162,922
200,029
23,334
128,855
152,189
Other countries
194,152
49,795
243,947
175,597
46,558
222,155
154,162
32,890
187,052
Total net sales
$ 2,028,618
$ 1,295,631
$
3,324,249
$ 1,768,103
$ 1,146,463
$
2,914,566
$ 1,519,322
$
863,468
$
2,382,790
Note 4. Earnings per share
Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-
average number of shares of common stock outstanding for the period.
Diluted earnings per share reflects the weighted-average number of shares outstanding after consideration of the
dilutive effect of stock options, restricted stock units, and performance stock units.
59
The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:
Year Ended September 30,
2024
2023
2022
Numerator:
Net earnings
$
372,971
$
232,368
$
171,698
Denominator:
Basic shares outstanding
60,076
59,908
61,517
Dilutive effect of stock options; restricted and performance stock units
2,008
1,574
1,737
Diluted shares outstanding
62,084
61,482
63,254
Income per common share:
Basic earnings per share
$
6.21
$
3.88
$
2.79
Diluted earnings per share
$
6.01
$
3.78
$
2.71
The following stock option grants were outstanding but were excluded from the computation of diluted earnings per
share because their inclusion would have been anti-dilutive:
Year Ended September 30,
2024
2023
2022
Options
63
561
1,019
Weighted-average option price
$
135.26
$
114.88
$
110.71
The weighted-average shares of common stock outstanding for basic and diluted earnings per share included the
weighted-average treasury stock shares held for deferred compensation obligations of the following:
Year Ended September 30,
2024
2023
2022
Weighted-average treasury stock shares held for deferred compensation obligations
51
88
151
Note 5. Leases
Lessee arrangements
Woodward has entered into operating leases for certain facilities and equipment with terms in excess of one year
under agreements that expire at various dates. Some leases require the payment of property taxes, insurance, maintenance
costs, or other similar costs in addition to rental payments. Woodward has also entered into finance leases for equipment
with terms in excess of one year under agreements that expire at various dates.
None of Woodward’s lease agreements contain significant residual value guarantees, restrictions, or covenants. As of
September 30, 2024, Woodward has not entered into any lease arrangements that have not yet commenced but would
create significant rights and obligations. Woodward does not have any lease transactions between related parties.
Lease-related assets and liabilities follows:
Classification on the Consolidated Balance Sheets
September 30, 2024
September 30, 2023
Assets:
Operating lease assets
Other assets
$
27,135
$
24,680
Finance lease assets
Property, plant, and equipment, net
2,516
3,337
Total lease assets
29,651
28,017
Current liabilities:
Operating lease liabilities
Accrued liabilities
5,029
4,594
Finance lease liabilities
Current portion of long-term debt
719
817
Noncurrent liabilities:
Operating lease liabilities
Other liabilities
22,670
20,685
Finance lease liabilities
Long-term debt, less current portion
2,017
2,733
Total lease liabilities
$
30,435
$
28,829
60
Supplemental lease-related information follows:
September 30, 2024
September 30, 2023
Weighted average remaining lease term
Operating leases
8.1 years
8.6 years
Finance leases
3.8 years
4.6 years
Weighted average discount rate
Operating leases
4.4%
4.0%
Finance leases
4.6%
4.6%
Lease-related expenses were as follows:
Year Ended September 30,
2024
2023
2022
Operating lease expense
$
6,804
$
6,213
$
6,335
Amortization of financing lease assets
820
914
454
Interest on financing lease liabilities
138
157
51
Variable lease expense
1,299
917
929
Short-term lease expense
164
196
190
Sublease income1
—
—
(192)
Total lease expense
$
9,225
$
8,397
$
7,767
(1) Relates to two separate subleases Woodward has entered into for a leased manufacturing building in Niles, Illinois,
each of which expired during fiscal year 2022.
Lease-related supplemental cash flow information was as follows:
Year Ended September 30,
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
5,375
$
5,151
$
5,303
Operating cash flows for finance leases
138
157
51
Financing cash flows for finance leases
818
779
796
Right-of-use assets obtained in exchange for recorded lease obligations:
Operating leases
6,117
2,230
14,678
Finance leases
—
48
4,046
Maturities of lease liabilities were as follows:
Year Ending September 30:
Operating Leases
Finance Leases
2025
$
5,997
$
823
2026
5,255
824
2027
4,338
822
2028
3,962
234
2029
3,219
182
Thereafter
10,241
75
Total lease payments
33,012
2,960
Less: imputed interest
(5,313)
(224)
Total lease obligations
$
27,699
$
2,736
Lessor arrangements
Woodward has assessed its manufacturing contracts and concluded that certain of the contracts for the manufacture
of customer products met the criteria to be considered a leasing arrangement (“embedded leases”) with Woodward as the
lessor. The specific manufacturing contracts that met the criteria were those that utilized Woodward property, plant, and
equipment and which is substantially (more than 90%) dedicated to the manufacturing of the product(s) for a single
customer. Woodward has dedicated manufacturing lines with four of its customers representing embedded leases, all of
which qualified as operating leases with undefined quantities of future customer purchase commitments.
Although Woodward expects to allocate some portion of future net sales to these customers to embedded lessor
arrangements, it cannot provide expected future undiscounted lease payments from property, plant, and equipment leased
to customers as of September 30, 2024. If, in the future, customers reduce purchases of related products from Woodward,
the Company believes it will derive additional value from the underlying equipment by repurposing its use to support other
customer arrangements.
61
Woodward recognizes revenue from the embedded lessor arrangements based on the value of the underlying
dedicated property, plant, and equipment. There are no fixed payments that the customers under the embedded lessor
arrangements are obligated to pay. Therefore, all the customer payments under the embedded lessor arrangements are
considered variable with the associated leasing revenue recognized when the revenue from underlying product sale related
to variable lease payment is recognized. Revenue from contracts with customers that included embedded operating leases,
which is included in “Net sales” at the Consolidated Statements of Earnings, was $5,486 for the fiscal year ended
September 30, 2024, compared to $5,030 for the fiscal year ended September 30, 2023 and $5,528 for the fiscal year ended
September 30, 2022.
The carrying amount of property, plant, and equipment leased to others through embedded leasing arrangements,
included in “Property, plant, and equipment, net” at the Consolidated Balance Sheets, was as follows:
September 30, 2024
September 30, 2023
Property, plant, and equipment
$
48,495
$
45,766
Less accumulated depreciation
(32,994)
(28,128)
Property, plant, and equipment, net
$
15,501
$
17,638
Note 6. Joint venture
In fiscal year 2016, Woodward and GE consummated the formation of the strategic JV to develop, manufacture, and
support fuel systems for specified existing and all future GE Aerospace commercial aircraft engines that produce thrust in
excess of fifty thousand pounds. Since the split at GE, GE has been acting though GE Aerospace.
Unamortized deferred revenue from material rights in connection with the JV formation included:
September 30, 2024
September 30, 2023
Accrued liabilities
$
6,580
$
6,147
Other liabilities
232,164
233,997
Amortization of the deferred revenue (material right) recognized as an increase to sales was $6,294 for the fiscal year
ended September 30, 2024, $5,020 for the fiscal year ended September 30, 2023, and $3,633 for the fiscal year ended
September 30, 2022.
Woodward and GE Aerospace jointly manage the JV and any significant decisions and/or actions of the JV require the
mutual consent of both parties. Neither Woodward nor GE Aerospace has a controlling financial interest in the JV, but both
Woodward and GE Aerospace do have the ability to significantly influence the operating and financial decisions of the JV.
Therefore, Woodward is accounting for its 50% ownership interest in the JV using the equity method of accounting. The JV
is a related party to Woodward. In addition, GE Aerospace will continue to pay contingent consideration to Woodward
consisting of fifteen annual payments of $4,894 each, which began on January 4, 2017, subject to certain claw-back
conditions. Woodward received its seventh and eighth annual payments of $4,894 during the three-months ended March
31, 2023 and March 31, 2024, respectively, which were recorded as deferred income and included in net cash provided by
operating activities on the Consolidated Statements of Cash Flows. Neither Woodward nor GE at the time contributed any
tangible assets to the JV.
Other income related to Woodward’s equity interest in the earnings of the JV was as follows:
For the Year Ended September 30,
2024
2023
2022
Other income
$
41,191
$
36,846
$
18,193
Cash distributions to Woodward from the JV, recognized in net cash provided by operating activities on the
Consolidated Statements of Cash Flows, include:
Year Ended September 30,
2024
2023
2022
Cash distributions
$
38,000
$
29,000
$
17,000
62
Net sales to the JV were as follows:
For the Year Ended September 30,
2024
2023
2022
Net sales1
$
80,708
$
47,607
$
28,100
(1)
Net sales include a reduction of $63,794 for the fiscal year ended September 30, 2024, $49,624 for the fiscal
year ended September 30, 2023, and $28,054 for the fiscal year ended September 30, 2022 related to royalties
owed to the JV by Woodward on sales by Woodward directly to third party aftermarket customers.
The Consolidated Balance Sheets include “Accounts receivable” related to amounts the JV owed Woodward,
“Accounts payable” related to amounts Woodward owed the JV, and “Other assets” related to Woodward’s net investment
in the JV, as follows:
September 30, 2024
September 30, 2023
Accounts receivable
$
5,205
$
3,666
Accounts payable
11,378
6,276
Other assets
19,219
16,028
Woodward records in “Other liabilities” amounts invoiced to the JV for support of the JV’s engineering and
development projects as an increase to contract liabilities and records in “Other assets” related incurred expenditures as
costs to fulfill a contract. Contract liabilities and costs to fulfill a contract was as follows:
September 30, 2024
September 30, 2023
Contract liabilities
$
78,226
$
84,059
Costs to fulfill a contract
78,226
84,059
Woodward recognized revenue of $812 in the fiscal year ended September 30, 2024, from contract liabilities,
recorded as of September 30, 2023, compared to $870 in the fiscal year ended September 30, 2023, from contract liabilities
recorded as of September 30, 2022. Comparatively, Woodward recognized cost of goods sold of $1,236 in the fiscal year
ended September 30, 2024, from contract assets, recorded as of September 30, 2023, compared to $870 in the fiscal year
ended September 30, 2023, from contract assets recorded as of September 30, 2022.
In the fiscal year ended September 30, 2024, Woodward recognized a $9,680 reduction in the contract liability and a
$9,680 reduction in costs to fulfill a contract related to the termination of a JV engineering and development project
previously recognized as a material right. No reductions in costs to fulfill a contract or contract liabilities were recorded
during the fiscal year ended September 30, 2023 as a result of the termination of joint venture engineering and
development projects.
Note 7. Financial instruments and fair value measurements
The table below presents information about Woodward’s financial assets and liabilities that are measured at fair value
on a recurring basis and indicates the fair value hierarchy of the valuation techniques Woodward utilized to determine such
fair value.
At September 30, 2024
At September 30, 2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial assets:
Investments in banks and financial
institutions
$ 23,128
$
—
$
—
$ 23,128
$ 28,560
$
—
$
—
$ 28,560
Equity securities
30,782
—
—
30,782
24,913
—
—
24,913
Cross-currency interest rate swaps
—
—
—
—
—
5,389
—
5,389
Total financial assets
$ 53,910
$
—
$
—
$ 53,910
$ 53,473
$
5,389
$
—
$ 58,862
Financial liabilities:
Cross-currency interest rate swaps
$
—
$ 12,004
$
—
$ 12,004
$
—
$
—
$
—
$
—
Total financial liabilities
$
—
$ 12,004
$
—
$ 12,004
$
—
$
—
$
—
$
—
Investments in banks and financial institutions: Woodward’s and its subsidiaries sometimes invest excess cash in
various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions. Such
investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized
63
in earnings. The carrying value of Woodward’s investments in banks and financial institutions are considered equal to the
fair value given the highly liquid nature of the investments.
Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related
to its deferred compensation program. Based on Woodward’s intentions regarding these instruments, marketable equity
securities are classified as trading securities. The trading securities are reported at fair value, with realized gains and losses
recognized in “Other (income) expense, net” on the Consolidated Statements of Earnings. The trading securities are
included in “Other assets” in the Consolidated Balance Sheets. The fair values of Woodward’s trading securities are based
on the quoted market prices for the net asset value of the various mutual funds.
Cross-currency interest rate swaps: Woodward holds cross-currency interest rate swaps, which are accounted for at
fair value. The swaps in an asset position are included in “Other current assets” and “Other assets,” and swaps in a liability
position are included in “Accrued liabilities” and “Other liabilities” in the Condensed Consolidated Balance Sheets. The fair
values of Woodward’s cross-currency interest rate swaps are determined using a market approach that is based on
observable inputs other than quoted market prices, including contract terms, interest rates, currency rates, and other
market factors.
Cash, trade accounts receivable, accounts payable, and short-term borrowings are not remeasured to fair value, as the
carrying cost of each approximates its respective fair value.
The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at
fair value in the Consolidated Balance Sheets were as follows:
At September 30, 2024
At September 30, 2023
Fair Value
Hierarchy
Level
Estimated
Fair Value
Carrying
Cost
Estimated
Fair Value
Carrying
Cost
Assets:
Notes receivable from municipalities
2
$
6,961
$
6,514
$
7,794
$
7,688
Investments in short-term time deposits
2
3,064
3,064
6,095
6,107
Liabilities:
Long-term debt
2
$ 634,071
$ 656,360
$ 661,507
$ 722,671
In connection with certain economic incentives related to Woodward’s development of a second campus in the
greater-Rockford, Illinois area for its Aerospace segment and Woodward’s development of its corporate headquarters in
Fort Collins, Colorado, Woodward received long-term notes from municipalities within the states of Illinois and Colorado.
The fair value of the long-term notes was estimated based on a model that discounted future principal and interest
payments received at an interest rate available to the Company at the end of the period for similarly rated municipal notes
of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used to
estimate the fair value of the long-term notes were 2.7% at September 30, 2024 and 3.6% at September 30, 2023.
From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in short-term time deposits with
a fixed maturity date of longer than three months but less than one year from the date of the deposit. Woodward believes
that the investments are with creditworthy financial institutions. The fair value of the investments in short-term time
deposits was estimated based on a model that discounted future principal and interest payments to be received at an
interest rate available to the foreign subsidiary entering into the investment for similar short-term time deposits of similar
maturity. This was determined to be a level 2 input as defined by the U.S. GAAP fair value hierarchy. The interest rates used
to estimate the fair value of the short-term time deposits was 6.8% at September 30, 2024 and at September 30, 2023.
The fair value of long-term debt was estimated based on a model that discounted future principal and interest
payments at interest rates available to the Company at the end of the period for similar debt of the same maturity, which is
a level 2 input as defined by the U.S. GAAP fair value hierarchy. The weighted-average interest rates used to estimate the
fair value of long-term debt were 4.5% at September 30, 2024 and 5.9% at September 30, 2023.
Note 8. Derivative instruments and hedging activities
Derivative instruments not designated or qualifying as hedging instruments
In May 2020, Woodward entered into a floating-rate cross-currency interest rate swap (the “2020 Floating-Rate Cross-
Currency Swap”), with a notional value of $45,000, and five fixed-rate cross-currency interest rate swap agreements (the
“2020 Fixed-Rate Cross-Currency Swaps”), with an aggregate notional value of $400,000, which effectively reduced the
64
interest rates on the underlying fixed and floating-rate debt, respectively, under the 2018 Notes (as defined in Note 15,
Credit facilities, short-term borrowings and long-term debt) and Woodward’s then existing revolving credit agreement.
The net interest income of the cross-currency interest rate swaps is recorded as a reduction to “Interest expense” in
Woodward’s Consolidated Statements of Earnings. The 2020 Floating-Rate Cross-Currency Swap expired on May 31, 2023
and, as such, is no longer recorded on the Consolidated Balance Sheets. As of September 30, 2024, the total notional value
of the 2020 Fixed-Rate Cross-Currency Swaps was $400,000. See Note 7, Financial instruments and fair value
measurements, for the related fair value of the derivative instruments as of September 30, 2024.
Derivatives instruments in fair value hedging relationships
In May 2020, Woodward entered into a US dollar denominated intercompany loan payable with identical terms and
notional value as the 2020 Floating-Rate Cross-Currency Swap, together with a reciprocal intercompany floating-rate cross-
currency interest rate swap. The agreements were entered into by Woodward Barbados Euro Financing SRL (“Euro
Barbados”), a wholly owned subsidiary of Woodward. The US dollar denominated intercompany loan and reciprocal
intercompany floating-rate cross-currency interest rate swap are designated as a fair value hedge under the criteria
prescribed in ASC 815. The objective of the derivative instrument is to hedge against the foreign currency exchange risk
attributable to the spot remeasurement of the US dollar denominated intercompany loan, as Euro Barbados maintains a
Euro functional currency.
For each floating-rate intercompany cross-currency interest rate swap, only the change in the fair value related to the
cross-currency basis spread, or excluded component, of the derivative instrument is recognized in accumulated other
comprehensive income ("OCI"). The remaining change in the fair value of the derivative instrument is recognized in foreign
currency transaction gain or loss included in “Selling, general, and administrative costs” in Woodward’s Consolidated
Statements of Earnings. The change in the fair value of the derivative instrument in foreign currency transaction gain or loss
offsets the change in the spot remeasurement of the intercompany Euro and US dollar denominated loans. Hedge
effectiveness is assessed based on the fair value changes of the derivative instrument, after excluding any fair value
changes related to the cross-currency basis spread. The initial cost of the cross-currency basis spread is recorded in earnings
each period through the swap accrual process. There are no credit-risk-related contingent features associated with the
intercompany floating-rate cross-currency interest rate swap.
Derivative instruments in cash flow hedging relationships
In May 2020, Woodward entered into five US dollar intercompany loans payable, with identical terms and notional
values of each tranche of the 2020 Fixed-Rate Cross-Currency Swaps, together with reciprocal fixed-rate intercompany
cross-currency interest rate swaps. The agreements were entered into by Euro Barbados and are designated as cash flow
hedges under the criteria prescribed in ASC 815. The objective of these derivative instruments is to hedge the risk of
variability in cash flows attributable to the foreign currency exchange risk of cash flows for future principal and interest
payments associated with the US dollar denominated intercompany loans over a thirteen-year period, as Euro Barbados
maintains a Euro functional currency.
For each of the fixed-rate intercompany cross-currency interest rate swaps, changes in the fair values of the derivative
instruments are recognized in accumulated OCI and reclassified to foreign currency transaction gain or loss included in
“Selling, general, and administrative costs” in Woodward’s Consolidated Statements of Earnings. Reclassifications out of
accumulated OCI of the change in fair value occur each reporting period based upon changes in the spot rate
remeasurement of the Euro and US dollar denominated intercompany loans, including associated interest. Hedge
effectiveness is assessed based on the fair value changes of the derivative instruments and such hedges are deemed to be
highly effective in offsetting exposure to variability in foreign exchange rates. There are no credit-risk-related contingent
features associated with these fixed-rate cross-currency interest rate swaps.
Derivatives instruments in net investment hedging relationships
On September 23, 2016, Woodward and Woodward International Holding B.V., a wholly owned subsidiary of
Woodward organized under the laws of The Netherlands (the “BV Subsidiary”), each entered into a note purchase
agreement (the “2016 Note Purchase Agreement”) relating to the sale by Woodward and the BV Subsidiary of an aggregate
principal amount of €160,000 of senior unsecured notes in a series of private placement transactions. Woodward issued
€40,000 aggregate principal amount of Woodward’s Series M Senior Notes due September 23, 2026 (the “Series M Notes”).
Woodward designated the Series M Notes as a hedge of a foreign currency exposure of Woodward’s net investment in its
Euro denominated functional currency subsidiaries. Related to the Series M Notes, included in foreign currency translation
adjustments within total comprehensive (losses) earnings are net foreign exchange losses of $2,381 for the fiscal year
65
ended September 30, 2024, compared to net foreign exchange losses of $3,090 for the fiscal year ended September 30,
2023, and net foreign exchange gains of $7,206 for the fiscal year ended September 30, 2022.
Impact of derivative instruments designated as qualifying hedging instruments
The following table discloses the amount of (income) expense recognized in earnings on derivative instruments
designated as qualifying hedging instruments:
Year Ended September 30,
Derivatives in:
Location
2024
2023
2022
Cross-currency interest rate swap agreement
designated as fair value hedges
Selling, general and
administrative expenses
$
—
$
939
$
(2,844)
Cross-currency interest rate swap agreements
designated as cash flow hedges
Selling, general and
administrative expenses
23,093
32,285
(66,036)
$
23,093
$
33,224
$
(68,880)
The following table discloses the amount of (gain) loss recognized in accumulated OCI on derivative instruments
designated as qualifying hedging instruments:
Year Ended September 30,
Derivatives in:
Location
2024
2023
2022
Cross-currency interest rate swap agreement
designated as fair value hedges
Selling, general and
administrative expenses
$
—
$
875
$
(2,854)
Cross-currency interest rate swap agreements
designated as cash flow hedges
Selling, general and
administrative expenses
18,551
35,712
(86,194)
$
18,551
$
36,587
$
(89,048)
The following table discloses the amount of (gain) loss reclassified from accumulated OCI on derivative instruments
designated as qualifying hedging instruments:
Year Ended September 30,
Derivatives in:
Location
2024
2023
2022
Cross-currency interest rate swap agreement
designated as fair value hedges
Selling, general and
administrative expenses
$
—
$
939
$
(2,844)
Cross-currency interest rate swap agreements
designated as cash flow hedges
Selling, general and
administrative expenses
23,093
32,285
(66,036)
$
23,093
$
33,224
$
(68,880)
The remaining unrecognized gains and losses in Woodward’s Consolidated Balance Sheets associated with derivative
instruments that were previously entered into by Woodward, which are classified in accumulated OCI were net losses of
$5,160 as of September 30, 2024 and $9,701 as of September 30, 2023.
Note 9. Supplemental statement of cash flows information
Year Ended September 30,
2024
2023
2022
Interest paid
$
36,700
$
35,306
$
27,435
Income taxes paid
152,049
92,509
29,560
Income tax refunds received
6,521
3,661
7,481
Non-cash activities:
Purchases of property, plant and equipment on account
22,056
11,276
6,452
Common shares issued from treasury to settle benefit obligations
21,889
19,466
17,132
Note 10. Acquisitions
On August 2, 2022, we entered into a series of Purchase Agreements with one of our Asia pacific channel partners, PM
Control PLC (the “PM Agreements”). Pursuant to the PM Agreements, we agreed to acquire business assets and shares of
stock of PM Control PLC and its affiliates (collectively, “PM Control”), for a total consideration (net of a working capital
adjustment, excluding cash acquired from the acquisition, and including the settlement of pre-existing relationships) of
$21,421 (the “PM Acquisition”). The PM Acquisition closed on August 31, 2022 (the “PM Closing”) and PM Control PLC
became a wholly owned subsidiary of the Company.
66
ASC Topic 805, “Business Combinations” (“ASC 805”), provides a framework to account for acquisition transactions
under U.S. GAAP. The purchase price of PM Control, prepared consistent with the required ASC 805 framework, is allocated
as follows:
Cash paid to Sellers
$
22,890
Working capital adjustment
(878)
Less acquired cash and restricted cash
(1,341)
Plus settlement of pre-existing relationships
750
Total purchase price
$
21,421
The allocation of the purchase price to the assets acquired and liabilities assumed was finalized as of June 30, 2023
using the purchase method of accounting in accordance with ASC 805. Assets acquired and liabilities assumed in the
transaction were recorded at their acquisition date fair values, while transaction costs associated with the acquisition were
expensed as incurred. Woodward’s allocation was based on an evaluation of the appropriate fair values and represents
management’s best estimate.
Note 11. Inventories
September 30, 2024
September 30, 2023
Raw materials
$
161,734
$
133,699
Work in progress
147,676
127,438
Component parts (1)
376,456
327,522
Finished goods
91,787
74,594
Customer supplied inventory
20,563
14,543
On-hand inventory for which control has transferred to the customer
(189,124)
(159,953)
$
609,092
$
517,843
(1)
Component parts include items that can be sold separately as finished goods or included in the manufacture of
other products.
Note 12. Property, plant, and equipment
September 30, 2024
September 30, 2023
Land and land improvements
$
91,105
$
89,352
Buildings and building improvements
599,897
589,735
Leasehold improvements
22,022
21,079
Machinery and production equipment
849,595
807,244
Computer equipment and software
120,185
120,290
Office furniture and equipment
42,873
41,943
Other
33,392
20,073
Construction in progress
71,890
55,487
1,830,959
1,745,203
Less accumulated depreciation
(890,244)
(832,109)
Property, plant, and equipment, net
$
940,715
$
913,094
Woodward had depreciation expense as follows:
Year Ended September 30,
2024
2023
2022
Depreciation expense
$
82,578
$
82,154
$
83,019
Note 13. Goodwill
September 30, 2023
Effects of Foreign
Currency Translation
September 30, 2024
Aerospace
$
455,423
$
—
$
455,423
Industrial
336,045
15,175
351,220
Consolidated
$
791,468
$
15,175
$
806,643
67
September 30, 2022
Effects of Foreign
Currency Translation
September 30, 2023
Aerospace
$
455,423
$
—
$
455,423
Industrial
317,136
18,909
336,045
Consolidated
$
772,559
$
18,909
$
791,468
Woodward tests goodwill for impairment at the reporting unit level on an annual basis or at any time there is an
indication goodwill may be impaired, commonly referred to as triggering events. Woodward completed its annual goodwill
impairment test as of July 31, 2024 during the quarter ended September 30, 2024. The fair value of each of Woodward’s
reporting units was determined using a discounted cash flow method. This method represents a Level 3 input and
incorporates various estimates and assumptions, the most significant being projected revenue growth rates, earnings
margins, future tax rates, and the present value, based on an estimated weighted-average cost of capital (or the discount
rate) and terminal growth rate, of forecasted cash flows. Management projects revenue growth rates, earnings margins,
and cash flows based on each reporting unit’s current operational results, expected performance, and operational
strategies over a five-year period. These projections are adjusted to reflect current economic conditions and demand for
certain products and require considerable management judgment.
Forecasted cash flows used in the July 31, 2024 impairment test were discounted using weighted-average cost of
capital assumptions ranging from 10.31% to 10.33%. The terminal values of the forecasted cash flows were calculated using
the Gordon Growth Model and assumed an annual compound growth rate after five years of 5.07%. These inputs, which
are unobservable in the market and are Level 3 inputs, represent management’s best estimate of what market participants
would use in determining the present value of the Company’s forecasted cash flows. Changes in these estimates and
assumptions can have a significant impact on the fair value of forecasted cash flows. Woodward evaluated the
reasonableness of the reporting units’ resulting fair values utilizing a market multiple method. The results of Woodward’s
goodwill impairment test performed as of July 31, 2024 did not indicate impairment of any of Woodward’s reporting units.
68
Note 14. Intangible assets, net
September 30, 2024
September 30, 2023
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets with finite lives:
Customer relationships and contracts:
Aerospace
$ 281,683
$
(246,152)
$
35,531
$ 281,683
$
(236,143)
$
45,540
Industrial
399,030
(114,391)
284,639
378,804
(90,084)
288,720
Total
$ 680,713
$
(360,543)
$ 320,170
$ 660,487
$
(326,227)
$ 334,260
Intellectual property:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
3,139
(3,139)
—
3,139
(3,139)
—
Total
$
3,139
$
(3,139)
$
—
$
3,139
$
(3,139)
$
—
Process technology:
Aerospace
$
44,570
$
(40,346)
$
4,224
$
44,570
$
(39,551)
$
5,019
Industrial
87,257
(35,983)
51,274
83,456
(31,709)
51,747
Total
$ 131,827
$
(76,329)
$
55,498
$ 128,026
$
(71,260)
$
56,766
Other intangibles:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
592
(592)
—
554
(524)
30
Total
$
592
$
(592)
$
—
$
554
$
(524)
$
30
Intangible asset with indefinite life:
Trade name:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
64,751
—
64,751
61,307
—
61,307
Total
$
64,751
$
—
$
64,751
$
61,307
$
—
$
61,307
Total intangibles:
Aerospace
$ 326,253
$
(286,498)
$
39,755
$ 326,253
$
(275,694)
$
50,559
Industrial
554,769
(154,105)
400,664
527,260
(125,456)
401,804
Consolidated Total
$ 881,022
$
(440,603)
$ 440,419
$ 853,513
$
(401,150)
$ 452,363
Indefinite lived intangible assets
The Woodward L’Orange trade name intangible asset is tested for impairment on an annual basis and more often if an
event occurs or circumstances change that indicate the fair value of the Woodward L’Orange intangible asset may be below
its carrying amount. The impairment test consists of comparing the fair value of the Woodward L’Orange trade name
intangible asset, determined using discounted cash flows based on the relief from royalty method under the income
approach, with its carrying amount. If the carrying amount of the Woodward L’Orange trade name intangible asset exceeds
its fair value, an impairment loss would be recognized to reduce the carrying amount to its fair value. Woodward has not
recognized any impairment charges for this asset.
During the fourth quarter, Woodward completed its annual impairment test of the Woodward L’Orange trade name
intangible asset as of July 31, 2024 for the fiscal year ended September 30, 2024. The fair value of the Woodward L’Orange
trade name intangible assets was determined using discounted cash flows based on the relief from royalty method under
the income approach. This method represents a Level 3 input and incorporates various estimates and assumptions, the
most significant being projected revenue growth rates, royalty rates, future tax rates, and the present value, based on an
estimated weighted-average cost of capital (or the discount rate) and terminal growth rate, of the forecasted cash flow.
Management projects revenue growth rates and cash flows based on Woodward L’Orange’s current operational results,
expected performance, and operational strategies over a five year period. These projections are adjusted to reflect current
economic conditions and demand for certain products and require considerable management judgment.
69
The forecasted cash flow used in the July 31, 2024 impairment test was discounted using weighted-average cost of
capital assumption of 10.20%. The terminal value of the forecasted cash flow was calculated using the Gordon Growth
Model and assumed an annual compound growth rate after five years of 5.07%. These inputs, which are unobservable in
the market and are Level 3 inputs, represent management’s best estimate of what market participants would use in
determining the present value of the Company’s forecasted cash flows. Changes in these estimates and assumptions can
have a significant impact on the fair value of the forecasted cash flow. The results of impairment test performed as of July
31, 2024 indicated the estimated fair value of the Woodward L’Orange trade name intangible asset was in excess of its
carrying value, and accordingly, no impairment existed.
Finite-lived intangible assets
Woodward recorded amortization expense associated with intangibles of the following:
Year Ended September 30,
2024
2023
2022
Amortization expense
$
33,592
$
37,589
$
37,609
Future amortization expense associated with intangibles is expected to be:
Year Ending September 30:
2025
$
28,360
2026
28,350
2027
28,297
2028
27,704
2029
26,375
Thereafter
236,582
$
375,668
Note 15. Credit facilities, short-term borrowings, and long-term debt
As of September 30, 2024, Woodward’s short-term borrowings and availability under its various short-term credit
facilities follows:
Total
availability
Outstanding
letters of credit
and guarantees
Banker
acceptance
notes issued
Outstanding
borrowings
Remaining
availability
Revolving credit facility
$
1,000,000
$
(7,864)
$
—
$
(217,000)
$
775,136
Foreign lines of credit and overdraft
facilities
25,604
(244)
(5,589)
—
19,771
Foreign performance guarantee facilities
97
(59)
—
—
38
$
1,025,701
$
(8,167)
$
(5,589)
$
(217,000)
$
794,945
Revolving credit facility
Woodward maintains a $1,000,000 revolving credit facility established under a revolving credit agreement among
Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, which provides for
the option to increase available borrowings up to $1,500,000, subject to lenders' participation (as amended in October
2022, the "Second Amended and Restated Revolving Credit Agreement"). Borrowings under the Second Amended and
Restated Revolving Credit Agreement can be made by Woodward and certain of its foreign subsidiaries in U.S. dollars or in
foreign currencies other than the U.S. dollar and generally bear interest at the Euro Interbank Offered Rate ("Euribor"),
Sterling Overnight Index Average ("SONIA"), Tokyo Interbank Offered Rate ("TIBOR"), and Secured Overnight Financing Rate
("SOFR") base rates plus 0.875% to 1.75%. The Second Amended and Restated Revolving Credit Agreement matures on
October 21, 2027. Under the Second Amended and Restated Revolving Credit Agreement, there were $217,000 in principal
borrowings outstanding as of September 30, 2024, at an effective interest rate of 5.82%, compared to no borrowings
outstanding as of September 30, 2023.
The Second Amended and Restated Revolving Credit Agreement contains certain covenants customary with such
agreements, which are generally consistent with the covenants applicable to Woodward’s long-term debt agreements, and
contains customary events of default, including certain cross default provisions related to Woodward’s other outstanding
material debt arrangements, the occurrence of which would permit the lenders to accelerate the amounts due thereunder.
In addition, the Second Amended and Restated Revolving Credit Agreement includes the following financial covenants: (i) a
maximum permitted leverage ratio of consolidated net debt to consolidated earnings before interest, taxes, depreciation,
70
stock-based compensation, and amortization, plus any unusual non-cash charges to the extent deducted in computing net
income and transaction costs associated with permitted acquisitions (incurred within six-months of the permitted
acquisition), minus any unusual non-cash gains to the extent added in computing net income (“Leverage Ratio”) for
Woodward and its consolidated subsidiaries of 3.5 to 1.0, which ratio, subject to certain restrictions, may increase to 4.0 to
1.0 for each period of four consecutive quarters during which a permitted acquisition occurs, and (ii) a minimum
consolidated net worth of $1,156,000 plus (a) 50% of Woodward’s positive net income for the prior fiscal year and (b) 50%
of Woodward’s net cash proceeds resulting from certain issuances of stock, subject to certain adjustments.
The obligations of Woodward and from time-to-time certain of Woodward’s foreign subsidiaries, under the Second
Amended and Restated Revolving Credit Agreement are guaranteed by Woodward MPC, Inc., Woodward HRT, Inc., or in
case of obligations with any foreign subsidiaries of Woodward that are borrowers thereunder, Woodward L’Orange GmbH,
each of which is a wholly owned subsidiary of Woodward.
Short-term borrowings
Woodward has other foreign lines of credit and foreign overdraft facilities at various financial institutions, which are
generally reviewed annually for renewal and are subject to the usual terms and conditions applied by the financial
institutions. Pursuant to the terms of the related facility agreements, Woodward’s foreign performance guarantee facilities
are limited in use to providing performance guarantees to third parties.
Consistent with common business practice in China, Woodward's Chinese subsidiaries have issued bankers'
acceptance notes ("Bank drafts") to Chinese suppliers in settlement of certain customer accounts payable. Bank drafts are
financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial
institution and a customer of the financial institution. Bank drafts represent a commitment by the issuing financial
institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers'
acceptance note as of the maturity date. Woodward has elected to adopt the practical expedient to not adjust the
promised amounts of consideration at contract inception as the financing component associated with issuing bank drafts
has a duration of less than one year. There were no borrowings outstanding on Woodward’s foreign lines of credit and
foreign overdraft facilities as of both September 30, 2024 and September 30, 2023.
Long-term debt
September 30, 2024
September 30, 2023
Series H notes – 4.03%, due November 15, 2023; unsecured
$
—
$
25,000
Series I notes – 4.18%, due November 15, 2025; unsecured
25,000
25,000
Series K notes – 4.03%, due November 15, 2023; unsecured
—
50,000
Series L notes – 4.18%, due November 15, 2025; unsecured
50,000
50,000
Series M notes – 1.12% due September 23, 2026; unsecured
44,656
42,280
Series N notes – 1.31% due September 23, 2028; unsecured
85,963
81,390
Series O notes – 1.57% due September 23, 2031; unsecured
48,005
45,451
Series P notes – 4.27% due May 30, 2025; unsecured
85,000
85,000
Series Q notes – 4.35% due May 30, 2027; unsecured
85,000
85,000
Series R notes – 4.41% due May 30, 2029; unsecured
75,000
75,000
Series S notes – 4.46% due May 30, 2030; unsecured
75,000
75,000
Series T notes – 4.61% due May 30, 2033; unsecured
80,000
80,000
Finance leases (Note 5)
2,736
3,550
Unamortized debt issuance costs
(890)
(1,145)
Total long-term debt
655,470
721,526
Less: Current portion of long-term debt
85,719
75,817
Long-term debt, less current portion
$
569,751
$
645,709
The Notes
On October 1, 2013, Woodward entered into a note purchase agreement relating to the sale by Woodward of an
aggregate principal amount of $250,000 of its senior unsecured notes in a series of private placement transactions.
Woodward issued the Series H and I Notes (the “First Closing Notes”) on October 1, 2013. Woodward issued the Series K
and L Notes (the “Second Closing Notes” and with the First Closing Notes, collectively the “USD Notes”) on November 15,
2013. On November 15, 2023, Woodward paid the entire principal balance of $75,000 on the Series H and K Notes using
proceeds from borrowings under its existing revolving credit facility.
On September 23, 2016, Woodward and the BV Subsidiary each entered into note purchase agreements (the “2016
Note Purchase Agreements”) relating to the sale by Woodward and the BV Subsidiary of an aggregate principal amount of
71
€160,000 of senior unsecured notes in a series of private placement transactions. Woodward issued €40,000 Series M
Notes. The BV Subsidiary issued (a) €77,000 aggregate principal amount of the BV Subsidiary’s Series N Senior Notes (the
“Series N Notes”) and (b) €43,000 aggregate principal amount of the BV Subsidiary’s Series O Senior Notes (the “Series O
Notes” and together with the Series M Notes and the Series N Notes, the “2016 Notes”).
On May 31, 2018, Woodward entered into a note purchase agreement (the “2018 Note Purchase Agreement”)
relating to the sale by Woodward of an aggregate principal amount of $400,000 of senior unsecured notes comprised of (a)
$85,000 aggregate principal amount of its Series P Senior Notes (the “Series P Notes”), (b) $85,000 aggregate principal
amount of its Series Q Senior Notes (the “Series Q Notes”), (c) $75,000 aggregate principal amount of its Series R Senior
Notes (the “Series R Notes”), (d) $75,000 aggregate principal amount of its Series S Senior Notes (the “Series S Notes”), and
(e) $80,000 aggregate principal amount of its Series T Senior Notes (the “Series T Notes”, and together with the Series P
Notes, the Series Q Notes, the Series R Notes, and the Series S Notes, the “2018 Notes,” and, together with the USD Notes
and 2016 Notes, the “Notes”), in a series of private placement transactions.
In connection with the issuance of the 2018 Notes, the Company entered into cross-currency swap transactions in
respect of each tranche of the 2018 Notes, which effectively reduced the interest rates on the Series P Notes to 1.82% per
annum, the Series Q Notes to 2.15% per annum, the Series R Notes to 2.42% per annum, the Series S Notes to 2.55% per
annum and the Series T Notes to 2.90% per annum. The Company entered into the 2020 Floating-Rate Cross-Currency Swap
and 2020 Fixed-Rate Cross-Currency Swaps, which effectively resulted in the interest rates on the Series P Notes being
3.44% per annum, the Series Q Notes to 3.44% per annum, the Series R Notes to 3.45% per annum, the Series S Notes to
3.50% per annum and the Series T Notes to 3.62% per annum (see Note 8, Derivative instruments and hedging activities).
Interest on the USD Notes are payable semi-annually on April 1 and October 1 of each year until all principal is paid.
Interest on the 2016 Notes is payable semi-annually on March 23 and September 23 of each year, until all principal is paid.
None of the Notes were registered under the Securities Act of 1933 and they may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. Holders of the Notes do not have any
registration rights. All of the issued Notes are held by multiple institutions.
Woodward’s payment and performance obligations under the Notes, including without limitation the obligations for
payment of all principal, interest, and any applicable prepayment compensation amount, are guaranteed by (i) Woodward
FST, Inc., Woodward MPC, Inc., and Woodward HRT, Inc., each of which is a wholly owned subsidiary of Woodward, and (ii)
in the case of the BV Subsidiary’s Series N and O Notes, by Woodward. Woodward’s obligations under the Notes rank equal
in right of payment with all of Woodward’s other unsecured unsubordinated debt, including its outstanding debt under its
revolving credit facility.
The Notes contain restrictive covenants customary for such financings, including, among other things, covenants that
place limits on Woodward’s ability to incur liens on assets, incur additional debt (including a leverage or coverage-based
maintenance test), transfer or sell Woodward’s assets, merge or consolidate with other persons and enter into material
transactions with affiliates. Under the financial covenants contained in the note purchase agreement governing each series
of the Notes, Woodward’s priority debt may not exceed, at any time, 15% of its consolidated net worth. Woodward’s
Leverage Ratio cannot exceed 4.0 to 1.0 during any material acquisition period, or 3.5 to 1.0 at any other time on a rolling
four quarter basis. In the event that Woodward’s Leverage Ratio exceeds 3.5 to 1.0 during any material acquisition period,
the interest rate on each series of Notes will increase. The minimum consolidated net worth, prior year positive net income,
and net cash proceeds resulting from certain issuances of stock for satisfaction of Woodward’s leverage ratio are consistent
between the Notes and Revolving Credit Agreement.
Required future principal payments of the Notes and financing leases as of September 30, 2024 are as follows:
Year Ending September 30:
2025
$
85,719
2026
119,658
2027
85,021
2028
87,209
2029
75,000
Thereafter
203,753
$
656,360
72
Certain financial and other covenants under Woodward’s debt agreements contain customary restrictions on the
operation of its business. Management believes that Woodward was in compliance with the covenants under the long-term
debt agreements at September 30, 2024.
Debt Issuance Costs
In connection with the Second Amended and Restated Revolving Credit Agreement, Woodward incurred $2,236 in
debt issuance costs, which are deferred and are being amortized using the straight-line method over the life of the
agreement. Amounts recognized as interest expense from the amortization of debt issuance costs were $929 in fiscal year
2024, $963 in fiscal year 2023, and $917 in fiscal year 2022. Unamortized debt issuance costs associated with the Notes of
$890 as of September 30, 2024 and $1,145 as of September 30, 2023 were recorded as a reduction in “Long-term debt, less
current portion” in the Consolidated Balance Sheets. Unamortized debt issuance costs associated with Woodward’s
Revolving Credit Agreements of $1,977 as of September 30, 2024 and $2,636 as of September 30, 2023 were recorded as
“Other assets” in the Consolidated Balance Sheets. Amortization of debt issuance costs is included in operating activities in
the Consolidated Statements of Cash Flows.
Note 16. Accrued liabilities
September 30, 2024
September 30, 2023
Salaries and other member benefits
$
151,921
$
146,713
Product warranties and related liabilities
18,844
18,162
Interest payable
12,163
13,611
Accrued retirement benefits
2,888
2,822
Net current contract liabilities
56,791
33,748
Taxes, other than income
15,884
13,436
Other
34,151
34,124
$
292,642
$
262,616
Product warranties and related liabilities
Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements.
Accruals are established for specifically identified warranty issues and related liabilities that are probable to result in future
costs. Warranty costs are accrued as revenue is recognized on a non-specific basis whenever past experience indicates a
normal and predictable pattern exists. Changes in accrued product warranties and related liabilities were as follows:
Year Ended September 30,
2024
2023
2022
Beginning of period
$
18,162
$
40,042
$
17,481
Additions, net of recoveries
13,797
25,984
29,827
Reductions for settlement
(13,368)
(47,949)
(6,937)
Foreign currency exchange rate changes
253
85
(329)
End of period
$
18,844
$
18,162
$
40,042
Restructuring charges
During fiscal year 2023, the Company committed to a cost reduction plan ("Cost Reduction Plan") to better align the
cost structure and recorded $5,172 of restructuring charges. The charges recognized under the Cost Reduction Plan consist
of workforce management costs primarily related to aligning the cost structure of the Company's Industrial segment with
the current market conditions. All of the restructuring charges were recorded as nonsegment expenses and were paid as of
September 30, 2023.
In fiscal year 2022, the Company determined to implement a streamlined Aerospace and Industrial organizational and
leadership structure designed to enhance the sales experience for customers, simplify operations, and increase profitability
through improved execution. In connection with leadership changes arising from such reorganization, we recorded $1,083
of restructuring charges as nonsegment expenses and were paid as of September 30, 2023.
In fiscal year 2021, the Company recorded aggregate restructuring charges totaling $5,008 as nonsegment expenses
for two separate workforce management actions, one in our hydraulics systems business and one in our engine systems
business. In fiscal year 2022, we experienced a challenging operating environment that included the ongoing impact of
global supply chain and labor disruptions, along with high inflation, which resulted in changed business conditions as
compared to when we initially recorded the restructuring charges in fiscal year 2021. We adapted to the changed business
conditions by, among other initiatives, (i) developing and implementing plans to insource select machined components, (ii)
73
redeploying talent and adding indirect resources to our factories to stabilize the production environment, and (iii)
determining to retain employees that otherwise would have been impacted by the planned restructuring activities to
support a stable workforce and effectively manage through attrition. As such, the remaining unpaid accrued restructuring
charges, which amounted to $4,503, were no longer needed and were reversed.
The summary of activity in accrued restructuring charges is as follows:
Period Activity
September 30,
2022
Charges
Payments
Non-cash
activity
September 30,
2023
Workforce management costs associated with:
Cost reduction plan
$
—
$
5,172
$
(5,207)
$
35
$
—
Aerospace
139
—
(139)
—
—
Industrial
944
—
(944)
—
—
Total
$
1,083
$
5,172
$
(6,290)
$
35
$
—
There were no restructuring charges during the year ended September 30, 2024.
Note 17. Other liabilities
September 30, 2024
September 30, 2023
Net accrued retirement benefits, less amounts recognized within accrued liabilities
$
83,094
$
72,570
Total unrecognized tax benefits
10,104
8,020
Noncurrent income taxes payable
5,894
10,714
Deferred economic incentives (1)
7,062
5,797
Noncurrent operating lease liabilities
22,670
20,685
Cross-currency swap derivative liability
10,562
—
Net noncurrent contract liabilities
424,609
414,657
Other
13,385
11,047
$
577,380
$
543,490
(1)
Woodward receives certain economic incentives from various state and local authorities related to capital
expansion projects. Such amounts are initially recorded as deferred credits and are being recognized as a
reduction to pre-tax expense over the economic lives of the related capital expansion projects.
Note 18. Other (income) expense, net
Year Ended September 30,
2024
2023
2022
Equity interest in the earnings of the JV
$
(41,191)
$
(36,846)
$
(18,193)
Net (gain) loss on sales of assets and businesses
(457)
1,491
(1,775)
Gain on non-recurring matter related to a previous acquisition
(4,803)
—
—
Rent income
(347)
(360)
(672)
Net (gain) loss on investments in deferred compensation program
(6,571)
(3,265)
6,295
Other components of net periodic pension and other postretirement benefit,
excluding service cost and interest expense
(11,764)
(10,547)
(11,572)
Other
(2,035)
(764)
(774)
$
(67,168)
$
(50,291)
$
(26,691)
Note 19. Income taxes
Income taxes consisted of the following:
Year Ended September 30,
2024
2023
2022
Current:
Federal
$
46,102
$
41,195
$
21,869
State
4,841
2,641
2,310
Foreign
74,663
39,719
27,577
Deferred:
Federal
(18,888)
(38,136)
(13,216)
State
(7,341)
(10,006)
(8,623)
Foreign
(18,377)
7,987
(1,717)
$
81,000
$
43,400
$
28,200
74
Earnings before income taxes by geographical area consisted of the following:
Year Ended September 30,
2024
2023
2022
United States
$
244,320
$
122,389
$
99,427
Other countries
209,651
153,379
100,471
$
453,971
$
275,768
$
199,898
Significant components of deferred income taxes presented in the Consolidated Balance Sheets are related to the
following:
September 30, 2024
September 30, 2023
Deferred tax assets:
Defined benefit plans, other postretirement
$
3,695
$
3,769
Foreign net operating loss carryforwards
6,547
3,748
Inventory
77,013
68,034
Stock-based and other compensation
48,360
51,099
Deferred revenue net of unbilled receivables
43,400
46,283
Other reserves
7,850
8,244
Tax credits and incentives
30,886
28,319
Lease obligations
6,851
6,103
Other
4,622
4,476
Capitalized research and development costs
63,080
37,328
Valuation allowance
(5,983)
(3,827)
Total deferred tax assets, net of valuation allowance
286,321
253,576
Deferred tax liabilities:
Goodwill and intangibles - net
(198,012)
(194,891)
Property, plant and equipment
(97,340)
(99,547)
Right of use assets
(6,691)
(5,948)
Defined benefit plans, pension
(13,133)
(9,892)
Other
(8,612)
(17,568)
Total deferred tax liabilities
(323,788)
(327,846)
Net deferred tax liabilities
$
(37,467)
$
(74,270)
Woodward has recorded a net operating loss (“NOL”) deferred tax asset of $6,547 as of September 30, 2024 and
$3,748 as of September 30, 2023. The majority of the NOL carryforwards as of September 30, 2024 expire at various times
beginning in fiscal years 2027 through 2029.
Woodward has recorded tax credits and incentives deferred tax assets of $30,886 as of September 30, 2024 and
$28,319 as of September 30, 2023. The majority of the tax credit and incentive carryforwards as of September 30, 2024
expire at various times beginning in fiscal year 2025 through 2035.
Deferred tax assets are reduced by a valuation allowance when the realization of the deferred tax asset is less than 50
percent likely. Both positive and negative evidence are considered in forming Woodward’s judgment as to whether a
valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. Valuation
allowances are reassessed whenever there are changes in circumstances that may cause a change in judgment.
The change in the valuation allowance was primarily the result of adjusting an existing valuation allowance for a
current year foreign net operating loss that we assess is not realizable.
At September 30, 2024, Woodward has not provided for taxes on undistributed foreign earnings of $361,600 that it
considered indefinitely reinvested. This balance has been reduced for foreign earnings that are now considered
distributable and resulted in the booking of an associated net deferred tax liability of approximately $6,100 in the quarter.
These earnings could become subject to income taxes if they are remitted as dividends, are loaned to Woodward or any of
Woodward’s subsidiaries located in the United States, or if Woodward sells its stock in the foreign subsidiaries. Any
additional U.S. taxes could be offset, in part or in whole, by foreign tax credits. The amount of such taxes and application of
tax credits would be dependent on the income tax laws and other circumstances at the time these amounts are repatriated.
Based on these variables, it is impractical to determine the income tax liability that might be incurred if these funds were to
be repatriated.
75
The following is a reconciliation of the U.S. federal statutory tax 21% in the fiscal years ended September 30, 2024,
September 30, 2023, and September 30, 2022 to Woodward’s effective income tax rate:
Year Ending September 30,
2024
2023
2022
Percent of pretax earnings
Statutory tax rate
21.0%
21.0%
21.0%
State income taxes, net of federal tax benefit
(0.4)
(1.6)
(2.5)
Taxes on international activities
(0.8)
(0.6)
0.8
Research credit
(2.1)
(3.9)
(4.5)
Net excess income tax benefit from stock-based compensation
(3.0)
(3.7)
(2.5)
Adjustments of prior period tax items
0.9
(1.3)
—
Compensation and benefits
0.8
0.6
0.3
Distributable foreign earnings
1.4
4.6
—
Other items, net
—
0.6
1.5
Effective tax rate
17.8%
15.7%
14.1%
In determining the tax amounts in Woodward’s financial statements, estimates are sometimes used that are
subsequently adjusted in the actual filing of tax returns or by updated calculations. In addition, Woodward occasionally has
resolutions of tax items with tax authorities related to prior years due to the conclusion of audits and the lapse of
applicable statutes of limitations. Such adjustments are included in the “Adjustments of prior period tax items” line in the
above table.
The increase in the effective tax rate for fiscal year 2024 compared to fiscal year 2023 is primarily attributable to a
smaller research and development credit, smaller net excess income tax benefit from stock-based compensation as percent
of current year earnings, fewer resolutions of tax items with taxing authorities in the current fiscal year, and increased
return to provision items in the current fiscal year. This increase is partially offset by smaller current fiscal year projected
future withholding taxes on unremitted earnings.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows:
Year Ending September 30,
2024
2023
2022
Beginning balance
$
11,112
$
11,938
$
15,199
Additions to current year tax positions
5,673
3,933
1,783
Reductions to prior year tax positions
(99)
(141)
(963)
Additions to prior year tax positions
180
—
112
Lapse of applicable statute of limitations
(2,592)
(4,618)
(4,193)
Ending balance
$
14,274
$
11,112
$
11,938
Included in the balance of unrecognized tax benefits were $8,003 as of September 30, 2024 and $6,963 as of
September 30, 2023 of tax benefits that, if recognized, would affect the effective tax rate. At this time, Woodward
estimates that it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $1,909 in
the next twelve months due to the completion of review by tax authorities, lapses of statutes, and the settlement of tax
positions. Woodward accrues for potential interest and penalties related to unrecognized tax benefits and all other interest
and penalties related to tax payments in tax expense.
Woodward’s tax returns are subject to audits by U.S. federal, state, and foreign tax authorities, and these audits are at
various stages of completion at any given time. Reviews of tax matters by authorities and lapses of the applicable statutes
of limitation may result in changes to tax expense. Woodward’s fiscal years remaining open to examination for U.S. federal
income taxes include fiscal years 2021 and thereafter. Woodward’s fiscal years remaining open to examination for
significant U.S. state income tax jurisdictions include fiscal years 2018 and thereafter. Woodward’s, fiscal years remaining
open to examination in significant foreign jurisdictions include 2018 and thereafter.
Note 20. Retirement benefits
Woodward provides various retirement benefits to eligible members of the Company, including contributions to
various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical
benefits, and postretirement life insurance benefits. Eligibility requirements and benefit levels vary depending on employee
location.
76
Defined contribution plans
Most of the Company’s U.S. employees are eligible to participate in the U.S. defined contribution plan. The U.S.
defined contribution plan allows employees to defer part of their annual income for income tax purposes into their
personal 401(k) accounts. The Company makes matching contributions to eligible employee accounts, which are also
deferred for employee personal income tax purposes. Certain non-U.S. employees are also eligible to participate in similar
non-U.S. plans.
Most of Woodward's U.S. employees receive an annual contribution of Woodward stock, equal to 5% of their eligible
prior year wages, to their personal Woodward Retirement Savings Plan accounts. In the second quarters of fiscal years
2024, 2023, and 2022, Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury
stock by issuing a total of 159 shares of common stock for a value of $21,889 in fiscal year 2024, 188 total shares of
common stock for a value of $19,466 in fiscal year 2023, and 150 shares of common stock for a value of $17,132 in fiscal
year 2022. The Woodward Retirement Savings Plan (the “WRS Plan”) held 2,222 shares of Woodward stock as of
September 30, 2024 and 2,441 shares as of September 30, 2023. The shares held in the WRS Plan participate in dividends
and are considered issued and outstanding for purposes of calculating basic and diluted earnings per share. Accrued
liabilities included obligations to contribute shares of Woodward common stock to the WRS Plan in the amount of $19,532
as of September 30, 2024 and $16,634 as of September 30, 2023.
The amount of expense associated with defined contribution plans was as follows:
Year Ended September 30,
2024
2023
2022
Company costs
$
51,148
$
44,202
$
40,898
Defined benefit plans
Woodward has defined benefit plans that provide pension benefits for certain retired employees in the United States,
the United Kingdom, Japan, and Germany. Woodward also provides other postretirement benefits to its employees
including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to
certain current and retired employees and their covered dependents and beneficiaries in the United States and the United
Kingdom. Life insurance benefits are provided to certain retirees in the United States under frozen plans, which are no
longer available to current employees. A September 30 measurement date is utilized to value plan assets and obligations
for all of Woodward’s defined benefit pension and other postretirement benefit plans.
Excluding the Woodward HRT Plan, which is only partially frozen to salaried participants, the defined benefit plans in
the United States were frozen in fiscal year 2007; no additional employees may participate in the U.S. plans, and no
additional service costs will be incurred.
Pension Plans
The actuarial assumptions used in measuring the net periodic benefit cost and plan obligations of retirement pension
benefits were as follows:
At September 30,
2024
2023
2022
United States:
Weighted-average assumptions to determine benefit obligation:
Discount rate
5.05%
6.20%
5.70%
Weighted-average assumptions to determine periodic benefit costs:
Discount rate
6.20
5.70
3.05
Long-term rate of return on plan assets
6.03
5.53
5.00
The discount rate assumption is intended to reflect the rate at which the retirement benefits could be effectively
settled based upon the assumed timing of the benefit payments.
77
In the United States, Woodward uses a bond portfolio matching analysis based on recently traded, non-callable bonds
rated AA or better that have at least $50 million outstanding to determine the benefit obligations at year end.
At September 30,
2024
2023
2022
United Kingdom:
Weighted-average assumptions to determine benefit obligation:
Discount rate
5.28%
5.85%
5.35%
Rate of compensation increase
3.40
3.60
4.00
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
5.91
4.99
2.15
Discount rate - interest cost
5.84
5.71
1.83
Rate of compensation increase
3.60
4.00
4.00
Long-term rate of return on plan assets
4.90
4.80
3.80
At September 30,
2024
2023
2022
Japan:
Weighted-average assumptions to determine benefit obligation:
Discount rate
1.92%
2.01%
1.60%
Rate of compensation increase
3.00
2.00
2.00
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
2.20
1.78
1.13
Discount rate - interest cost
1.58
1.17
0.65
Rate of compensation increase
2.00
2.00
2.25
Long-term rate of return on plan assets
3.25
2.75
2.00
At September 30,
2024
2023
2022
Germany:
Weighted-average assumptions to determine benefit obligation:
Discount rate
3.58%
4.27%
3.97%
Rate of compensation increase
2.50
2.50
2.50
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
4.23
3.95
1.54
Discount rate - interest cost
4.29
3.91
1.06
Rate of compensation increase
2.50
2.50
2.50
In the United Kingdom, Germany, and Japan, Woodward uses a high-quality corporate bond yield curve matched with
separate cash flows to develop a single rate to determine the single rate equivalent to settle the entire benefit obligations
in each jurisdiction. For the fiscal years ended September 30, 2024 and 2023, the discount rate used to determine periodic
service cost and interest cost components of the overall benefit costs was based on spot rates derived from the same high-
quality corporate bond yield curve used to determine the September 30, 2023 and 2022 benefit obligation, respectively,
matched with separate cash flows for each future year.
Compensation increase assumptions, where applicable, are based upon historical experience and anticipated future
management actions.
In determining the long-term rate of return on plan assets, Woodward assumes that the historical long-term
compound growth rates of equity and fixed-income securities will predict the future returns of similar investments in the
plan portfolio. Investment management and other fees paid out of the plan assets are factored into the determination of
asset return assumptions.
Mortality assumptions are based on published mortality studies developed primarily based on past experience of the
broad population and modified for projected longevity trends. The projected benefit obligations in the United States as of
September 30, 2024 and September 30, 2023 were based on the Society of Actuaries (“SOA”) Pri-2012 Mortality Tables
Report using the SOA’s Mortality Improvement Scale MP-2019 (“MP-2019”) and projected forward using a custom
projection scale based on MP-2019 with a 5-year convergence period and a long-term rate of 0.75%.
As of September 30, 2024 and September 30, 2023, mortality assumptions in Japan were based on the Standard rates
2020, and mortality assumptions for the United Kingdom pension scheme were based on the self-administered pension
78
scheme (“SAPS”) S3 “all” tables with a projected 1.5% annual improvement rate. As of September 30, 2024 and September
30, 2023, mortality assumptions in Germany were based on the Heubeck 2018 G mortality tables.
Net periodic benefit costs consist of the following components reflected as expense in Woodward’s Consolidated
Statement of Earnings:
Year Ended September 30,
United States
Other Countries
Total
2024
2023
2022
2024
2023
2022
2024
2023
2022
Service cost
$
775
$
893
$
1,554
$ 1,244
$ 1,333
$ 2,339
$
2,019
$
2,226
$
3,893
Interest cost
7,598
7,297
5,281
3,213
3,137
1,612
10,811
10,434
6,893
Expected return on plan assets
(9,084)
(8,297)
(10,853)
(2,406)
(2,300)
(2,434)
(11,490)
(10,597)
(13,287)
Amortization of:
Net loss (gain)
226
292
259
(679)
(620)
555
(453)
(328)
814
Net prior service cost
698
698
981
23
22
23
721
720
1,004
Net periodic cost (benefit)
$
213
$
883
$ (2,778)
$ 1,395
$ 1,572
$ 2,095
$
1,608
$
2,455
$
(683)
The following tables provide a reconciliation of the changes in the projected benefit obligation and fair value of assets
for the defined benefit pension plans:
At or for the Year Ended September 30,
United States
Other Countries
Total
2024
2023
2024
2023
2024
2023
Changes in projected benefit obligation:
Projected benefit obligation at beginning of year
$ 127,222
$ 132,444
$
67,263
$
65,477
$ 194,485
$ 197,921
Plan amendment
1,121
—
—
—
1,121
—
Service cost
775
893
1,244
1,333
2,019
2,226
Interest cost
7,598
7,297
3,213
3,137
10,811
10,434
Net actuarial losses (gains)
13,249
(4,946)
4,128
(4,442)
17,377
(9,388)
Contribution by participants
—
—
12
11
12
11
Benefits paid
(9,010)
(8,466)
(3,647)
(3,365)
(12,657)
(11,831)
Foreign currency exchange rate changes
—
—
5,134
5,112
5,134
5,112
Projected benefit obligation at end of year
$ 140,955
$ 127,222
$
77,347
$
67,263
$ 218,302
$ 194,485
Changes in fair value of plan assets:
Fair value of plan assets at beginning of year
$ 155,370
$ 154,481
$
50,775
$
47,579
$ 206,145
$ 202,060
Actual return on plan assets
33,382
9,355
3,866
573
37,248
9,928
Contributions by the Company
175
—
1,863
2,322
2,038
2,322
Contributions by plan participants
—
—
12
11
12
11
Benefits paid
(9,010)
(8,466)
(3,647)
(3,365)
(12,657)
(11,831)
Foreign currency exchange rate changes
—
—
4,607
3,655
4,607
3,655
Fair value of plan assets at end of year
$ 179,917
$ 155,370
$
57,476
$
50,775
$ 237,393
$ 206,145
Net over/(under) funded status at end of year
$
38,962
$
28,148
$
(19,871)
$
(16,488)
$
19,091
$
11,660
At September 30, 2024, the Company’s defined benefit pension plans in the United Kingdom, Japan, and Germany
represented $34,220, $6,747, and $36,380 of the total projected benefit obligation, respectively. At September 30, 2024,
the United Kingdom and Japan pension plan assets represented $48,098 and $9,378 of the total fair value of all plan assets,
respectively. The German pension plans are unfunded and have no plan assets.
The largest contributor to the net actuarial losses affecting the funded status for the defined benefit pension plans in
the United States, United Kingdom, Japan, and Germany is due to a decrease in the discount rates.
The accumulated benefit obligations of the Company’s defined benefit pension plans at September 30, 2024 was
$140,955 in the United States, $33,766 in the United Kingdom, $5,958 in Japan, and $36,380 in Germany, and at
September 30, 2023 was $127,222 in the United States, $30,067 in the United Kingdom, $5,790 in Japan, and $30,547 in
Germany.
79
Plans with accumulated
benefit obligation in
excess of plan assets
Plans with accumulated
benefit obligation less
than plan assets
At September 30,
At September 30,
2024
2023
2024
2023
Projected benefit obligation
$
(56,783)
$
(49,726)
$
(161,519)
$
(144,759)
Accumulated benefit obligation
(56,757)
(49,711)
(160,302)
(143,914)
Fair value of plan assets
20,053
18,047
217,340
188,098
The following tables provide the amounts recognized in the Consolidated Balance Sheets and accumulated other
comprehensive (earnings) losses for the defined benefit pension plans:
Year Ended September 30,
United States
Other Countries
Total
2024
2023
2024
2023
2024
2023
Amounts recognized in the Consolidated Balance
Sheets consist of:
Other non-current assets
$
39,148
$
29,172
$
16,673
$
14,167
$
55,821
$
43,339
Accrued liabilities
—
—
(1,166)
(1,084)
(1,166)
(1,084)
Other non-current liabilities
(186)
(1,024)
(35,378)
(29,571)
(35,564)
(30,595)
Net over/(under) funded status at end of year
$
38,962
$
28,148
$
(19,871)
$
(16,488)
$
19,091
$
11,660
Amounts recognized in accumulated other
comprehensive (earnings) losses consist of:
Unrecognized net prior service cost
$
3,200
$
2,777
$
509
$
487
$
3,709
$
3,264
Unrecognized net losses (gains)
(2,749)
8,527
(4,655)
(7,847)
(7,404)
680
Total amounts recognized
451
11,304
(4,146)
(7,360)
(3,695)
3,944
Deferred taxes
(3,499)
(6,101)
(191)
808
(3,690)
(5,293)
Amounts recognized in accumulated other
comprehensive (earnings) losses
$
(3,048)
$
5,203
$
(4,337)
$
(6,552)
$
(7,385)
$
(1,349)
The following table reconciles the changes in accumulated other comprehensive (earnings) losses for the defined
benefit pension plans:
Year Ended September 30,
United States
Other Countries
Total
2024
2023
2024
2023
2024
2023
Beginning of year
$
11,304
$
18,297
$
(7,360)
$
(4,997)
$
3,944
$
13,300
Net (gain) loss
(11,050)
(6,003)
2,668
(2,716)
(8,382)
(8,719)
Prior service cost
1,121
—
—
—
1,121
—
Amortization of:
Net (loss) gain
(226)
(292)
679
620
453
328
Prior service cost
(698)
(698)
(23)
(22)
(721)
(720)
Foreign currency exchange rate changes
—
—
(110)
(245)
(110)
(245)
End of year
$
451
$
11,304
$
(4,146)
$
(7,360)
$
(3,695)
$
3,944
Pension benefit payments are made from the assets of the pension plans. The German pension plans are unfunded;
therefore, benefit payments are made from Company contributions into these plans as required to meet the payment
obligations. Using foreign exchange rates as of September 30, 2024 and expected future service assumptions, it is
anticipated that the future benefit payments will be as follows:
Year Ending September 30,
United States
Other
Countries
Total
2025
$
9,637
$
3,553
$
13,190
2026
9,997
3,656
13,653
2027
10,253
3,768
14,021
2028
10,481
4,047
14,528
2029
10,655
4,097
14,752
2030-2034
53,308
24,350
77,658
80
Woodward expects its pension plan contributions in fiscal year 2025 will be $277 in the United Kingdom, $147 in
Japan, and $1,185 in Germany. Woodward expects to have no pension plan contributions in fiscal year 2025 in the United
States.
Pension plan assets
The overall investment objective of the pension plan assets is to earn a rate of return over time which, when
combined with Company contributions, satisfies the benefit obligations of the pension plans and maintains sufficient
liquidity to pay benefits.
As the timing and nature of the plan obligations varies for each Company sponsored pension plan, investment
strategies have been individually designed for each pension plan with a common focus on maintaining diversified
investment portfolios that provide for long-term growth while minimizing the risk to principal associated with short-term
market behavior. The strategy for each of the plans balances the requirements to generate returns, using investments
expected to produce higher returns, such as equity securities, with the need to control risk within the pension plans using
less volatile investment assets, such as debt securities. A strategy of more equity-oriented allocation is adopted for those
plans which have a longer-term investment plan based on the timing of the associated benefit obligations.
Risks associated with the plan assets include interest rate fluctuation risk, market fluctuation risk, risk of default by
debt issuers, and liquidity risk. To manage these risks, the assets are managed by established, professional investment firms
and performance is evaluated regularly by the Company’s investment committee against specific benchmarks and each
plan’s investment objectives. Liability management and asset class diversification are central to the Company’s risk
management approach and overall investment strategy.
The assets of the U.S. plans are invested in actively managed mutual funds. The assets of the plans in the United
Kingdom and Japan are invested in actively managed pooled investment funds. Each individual mutual fund or pooled
investment fund has been selected based on the investment strategy of the related plan, which mirrors a specific asset class
within the associated target allocation. The plans in Germany are unfunded and have no plan assets. Pension plan assets at
September 30, 2024 and 2023 do not include any direct investment in Woodward’s common stock.
The asset allocations are monitored and rebalanced regularly by investment managers assigned to the individual
pension plans. The actual allocations of pension plan assets and target allocation ranges by asset class, are as follows:
At September 30,
2024
2023
Percentage
of Plan
Assets
Target Allocation
Ranges
Percentage
of Plan
Assets
Target Allocation
Ranges
United States:
Asset Class
Equity Securities
30.5%
2.3%
—
51.1%
31.9%
2.3%
—
51.2%
Debt Securities
67.6%
58.9%
—
96.7%
66.6%
58.8%
—
96.5%
Other
1.9%
0.0%
1.5%
0.0%
100.0%
100.0%
United Kingdom:
Asset Class
Equity Securities
0.0%
0.0%
20.7%
10.0%
—
30.0%
Debt Securities
95.8%
90.0%
—
100.0%
79.2%
70.0%
—
90.0%
Other
4.2%
0.0%
—
10.0%
0.1%
0.0%
100.0%
100.0%
Japan:
Asset Class
Equity Securities
39.7%
36.0%
—
44.0%
40.0%
36.0%
—
44.0%
Debt Securities
59.4%
55.0%
—
63.0%
60.0%
55.0%
—
63.0%
Other
0.9%
0.0%
—
2.0%
0.0%
0.0%
—
2.0%
100.0%
100.0%
Actual allocations to each asset class can vary from target allocations due to periodic market value fluctuations,
investment strategy changes, and the timing of benefit payments and contributions.
81
The following tables present Woodward’s pension plan assets using the fair value hierarchy established by U.S. GAAP:
At September 30, 2024
Level 1
Level 2
Level 3
United
States
Other
Countries
United
States
Other
Countries
United
States
Other
Countries
Total
Asset Category:
Cash and cash equivalents
$
3,370
$
2,130
$
—
$
—
$
—
$
—
$
5,500
Mutual funds:
U.S. corporate bond fund
121,581
—
—
—
—
—
121,581
U.S. equity large cap fund
33,454
—
—
—
—
—
33,454
International equity large cap growth fund
21,512
—
—
—
—
—
21,512
Pooled funds:
Japanese equity securities
—
—
—
1,939
—
—
1,939
International equity securities
—
—
—
1,786
—
—
1,786
Japanese fixed income securities
—
—
—
4,157
—
—
4,157
International fixed income securities
—
—
—
1,409
—
—
1,409
Index linked U.K. corporate bonds fund
—
—
—
17,085
—
—
17,085
Index linked U.K. government securities fund
—
—
—
12,049
—
—
12,049
Index linked U.K. long-term government
securities fund
—
—
—
14,924
—
—
14,924
Index U.K long-term government securities
fund
—
—
—
1,997
—
—
1,997
Total assets
$ 179,917
$
2,130
$
—
$ 55,346
$
—
$
—
$ 237,393
At September 30, 2023
Level 1
Level 2
Level 3
United
States
Other
Countries
United
States
Other
Countries
United
States
Other
Countries
Total
Asset Category:
Cash and cash equivalents
$
2,385
$
149
$
—
$
—
$
—
$
—
$
2,534
Mutual funds:
U.S. corporate bond fund
103,401
—
—
—
—
—
103,401
U.S. equity large cap fund
31,136
—
—
—
—
—
31,136
International equity large cap growth fund
18,448
—
—
—
—
—
18,448
Pooled funds:
Japanese equity securities
—
—
—
1,830
—
—
1,830
International equity securities
—
—
—
1,600
—
—
1,600
Japanese fixed income securities
—
—
—
3,785
—
—
3,785
International fixed income securities
—
—
—
1,287
—
—
1,287
Global target return equity/bond fund
—
—
—
8,719
—
—
8,719
Index linked U.K. corporate bonds fund
—
—
—
14,319
—
—
14,319
Index linked U.K. government securities fund
—
—
—
14,601
—
—
14,601
Index linked U.K. long-term government
securities fund
—
—
—
4,485
—
—
4,485
Total assets
$ 155,370
$
149
$
—
$ 50,626
$
—
$
—
$ 206,145
Cash and cash equivalents: Cash and cash equivalents held by the Company’s pension plans are held on deposit with
creditworthy financial institutions. The fair value of the cash and cash equivalents are based on the quoted market price of
the respective currency in which the cash is maintained.
Pension assets invested in mutual funds: The assets of the Company’s U.S. pension plans are invested in various
mutual funds which invest in both equity and debt securities. The fair value of the mutual funds is determined based on the
quoted market price of each fund.
82
Pension assets invested in pooled funds: The assets of the Company’s Japan and United Kingdom pension plans are
invested in pooled investment funds, which include both equity and debt securities. The assets of the United Kingdom
pension plan are invested in index-linked pooled funds which aim to replicate the movements of an underlying market
index to which the fund is linked. Fair value of the pooled funds is based on the net asset value of shares held by the plan as
reported by the fund sponsors. All pooled funds held by plans outside of the United States are considered to be invested in
international equity and debt securities. Although the underlying securities may be largely domestic to the plan holding the
investment assets, the underlying assets are considered international from the perspective of the Company.
There were no transfers into or out of Level 3 assets in fiscal years 2024 or 2023.
Other postretirement benefit plans
Woodward provides other postretirement benefits to its employees including postretirement medical benefits and life
insurance benefits. Postretirement medical benefits are provided to certain current and retired employees and their
covered dependents and beneficiaries in the United States. Benefits include the option to elect company provided medical
insurance coverage to age 65 and a Medicare supplemental plan after age 65. Life insurance benefits are also provided to
certain retirees in the United States under frozen plans which are no longer available to current employees. A September
30 measurement date is utilized to value plan assets and obligations for Woodward’s other postretirement benefit plans.
The postretirement medical benefit plans, other than the plan assumed in an acquisition in fiscal year 2009, were
frozen in fiscal year 2006, and no additional employees may participate in the plans. Generally, employees who had
attained age 55 and had rendered 10 or more years of service before the plans were frozen were eligible for these
postretirement medical benefits.
Certain participating retirees are required to contribute to the plans in order to maintain coverage. The plans provide
postretirement medical benefits for approximately 3 retired employees and their covered dependents and beneficiaries
and may provide future benefits to 347 active employees and their covered dependents and beneficiaries, upon retirement,
if the employees elect to participate. All the postretirement medical plans are fully insured for retirees who have attained
age 65.
The actuarial assumptions used in measuring the net periodic benefit cost and plan obligations of postretirement
benefits were as follows:
At September 30,
2024
2023
2022
Weighted-average discount rate used to determine benefit obligation
5.00%
6.25%
5.70%
Weighted-average discount rate used to determine net periodic benefit cost
6.25
5.70
2.80
The discount rate assumption is intended to reflect the rate at which the postretirement benefits could be effectively
settled based upon the assumed timing of the benefit payments.
Woodward used a bond portfolio matching analysis based on recently traded, non-callable bonds rated AA or better
that have at least $50 million outstanding to determine the benefit obligations at year end.
Mortality assumptions are based on published mortality studies developed primarily based on past experience of the
broad population and modified for projected longevity trends. The projected benefit obligations in the United States as of
September 30, 2024 and September 30, 2023 were based on the SOA Pri-2012 Mortality Tables Report using the SOA’s MP-
2019 and projected forward using a custom projection scale based on MP-2019 with a 5-year convergence period and a
long-term rate of 0.75%.
Assumed healthcare cost trend rates at September 30, were as follows:
2024
2023
Health care cost trend rate assumed for next year
6.00%
6.00%
Rate to which the cost trend rate is assumed to decline
(the ultimate trend rate)
5.00%
5.00%
Year that the rate reaches the ultimate trend rate
2030
2030
83
Net periodic benefit costs consist of the following components reflected as expense in Woodward’s Consolidated
Statements of Earnings:
Year Ended September 30,
2024
2023
2022
Service cost
$
—
$
1
$
1
Interest cost
902
904
577
Amortization of:
Net gain
(555)
(495)
(94)
Net periodic cost
$
347
$
410
$
484
The following table provides a reconciliation of the changes in the accumulated postretirement benefit obligation and
fair value of assets for the postretirement benefits:
Year Ended September 30,
2024
2023
Changes in accumulated postretirement benefit obligation:
Accumulated postretirement benefit obligation at beginning of year
$
15,336
$
16,797
Service cost
—
1
Interest cost
902
904
Premiums paid by plan participants
834
873
Net actuarial loss (gain)
597
(682)
Benefits paid
(2,466)
(2,557)
Accumulated postretirement benefit obligation at end of year
$
15,203
$
15,336
Changes in fair value of plan assets:
Fair value of plan assets at beginning of year
$
—
$
—
Contributions by the company
1,632
1,684
Premiums paid by plan participants
834
873
Benefits paid
(2,466)
(2,557)
Fair value of plan assets at end of year
$
—
$
—
Funded status at end of year
$
(15,203)
$
(15,336)
The following tables provide the amounts recognized in the Consolidated Balance Sheets and accumulated other
comprehensive (earnings) losses for the postretirement plans:
Year Ended September 30,
2024
2023
Amounts recognized in Consolidated Balance Sheets consist of:
Accrued liabilities
$
(1,668)
$
(1,739)
Other non-current liabilities
(13,535)
(13,597)
Funded status at end of year
$
(15,203)
$
(15,336)
Amounts recognized in accumulated other comprehensive income consist of:
Unrecognized net prior service cost (benefit)
$
—
$
—
Unrecognized net gains
(5,260)
(6,412)
Total amounts recognized
(5,260)
(6,412)
Deferred taxes
1,009
1,292
Amounts recognized in accumulated other comprehensive (earnings)
$
(4,251)
$
(5,120)
Woodward pays plan benefits from its general funds; therefore, there are no segregated plan assets as of
September 30, 2024 or September 30, 2023.
The accumulated benefit obligations of the Company’s postretirement plans were $15,203 at September 30, 2024 and
$15,336 at September 30, 2023. The largest contributor to the actuarial loss affecting the Company’s postretirement plans
accumulated benefit obligations was a decrease in the discount rate.
84
The following table reconciles the changes in accumulated other comprehensive (earnings) losses for the other
postretirement benefit plans:
Year Ended September 30,
2024
2023
Beginning of year
$
(6,412)
$
(6,225)
Net loss (gain)
597
(682)
Amortization of:
Net gain
555
495
End of year
$
(5,260)
$
(6,412)
Using expected future service, it is anticipated that the future Company contributions to pay benefits for other
postretirement benefit plans, excluding participate contributions, will be as follows:
Year Ending September 30,
2025
$
2,519
2026
2,447
2027
2,357
2028
2,267
2029
2,171
2030-2034
9,101
Note 21. Stockholders’ equity
Common stock and treasury stock
Activity in common stock and treasury stock shares are as follows:
Common Stock
Treasury Stock
Treasury stock
held for deferred
compensation
Balances as of September 30, 2021
72,960
(9,702)
(167)
Purchase of treasury stock
—
(4,123)
—
Sales of treasury stock
—
468
—
Common shares issued for benefit plans
—
150
—
Purchases of stock by deferred compensation
—
—
(3)
Distribution of stock from deferred compensation
—
—
31
Balances as of September 30, 2022
72,960
(13,207)
(139)
Balances as of September 30, 2022
72,960
(13,207)
(139)
Purchase of treasury stock
—
(1,060)
—
Sales of treasury stock
—
1,009
—
Common shares issued for benefit plans
—
188
—
Purchases of stock by deferred compensation
—
—
(2)
Distribution of stock from deferred compensation
—
—
86
Balances as of September 30, 2023
72,960
(13,070)
(55)
Balances as of September 30, 2023
72,960
(13,070)
(55)
Purchase of treasury stock
—
(2,236)
—
Sales of treasury stock
—
1,360
—
Common shares issued for benefit plans
—
159
—
Purchases of stock by deferred compensation
—
—
(1)
Distribution of stock from deferred compensation
—
—
11
Balances as of September 30, 2024
72,960
(13,787)
(45)
Stock repurchase program
In November 2019, the Board had authorized a program for the repurchase of up to $500,000 of Woodward’s
outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period
that was scheduled to expire in November 2022 (the “2019 Authorization”). During fiscal year 2022, we repurchased 233
shares of our common stock for $26,742 under the 2019 Authorization.
85
In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a program for the
repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately
negotiated transactions over a two-year period ending in January 2024 (the “2022 Authorization”). During fiscal year 2023,
we repurchased 1,060 shares of our common stock for $126,380 under the 2022 Authorization, as compared to 3,890
shares of our common stock for $446,042 under the 2022 Authorization during fiscal year 2022.
In January 2024, the Board terminated the 2022 Authorization, which was nearing expiration, and concurrently
authorized a new program for the repurchase of up to $600,000 of Woodward's outstanding shares of common stock on
the open market or in privately negotiated transactions over a three-year period ending in January 2027 (the "2024
Authorization"). During fiscal year 2024, we repurchased 2,236 shares of our common stock for $390,819 under the 2024
Authorization.
Stock-based compensation
Provisions governing non-qualified stock option awards, restricted stock units ("RSUs"), and performance restricted
stock units ("PSUs") are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and
with respect to outstanding stock options awarded in or prior to fiscal year 2016, the 2006 Omnibus Incentive Plan (the
“2006 Plan”).
The 2017 Plan was approved by Woodward’s stockholders in January 2017 and is a successor plan to the 2006 Plan. As
of September 14, 2016, the effective date of the 2017 Plan, the Board delegated authority to administer the 2017 Plan to
the Human Capital & Compensation Committee of the Board, including, but not limited to, the power to determine the
recipients of awards and the terms of those awards.
Stock options
Stock option awards are granted with an exercise price equal to the market price of Woodward's stock at the date the
grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25% per year.
The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation
model using the assumptions in the following table. Woodward calculates the expected term, which represents the average
period of time that stock options granted are expected to be outstanding, based upon historical experience of plan
participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend
yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is
based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.
Year Ended September 30,
2024
2023
2022
Weighted-average exercise price per share
$
137.36
$
84.84
$
115.3
Expected term (years)
6.6
-
8.7
6.6
-
8.8
6.6
-
8.7
Estimated volatility
35.0% -
37.6%
34.7% -
37.6%
33.8% -
36.4%
Estimated dividend yield
0.7% -
0.7%
0.7% -
0.9%
0.6% -
0.8%
Risk-free interest rate
4.2% -
4.4%
3.4% -
4.4%
1.1% -
3.5%
The weighted average grant date fair value of options granted follows:
Year Ended September 30,
2024
2023
2022
Weighted-average grant date fair value of options
$
58.34
$
34.19
$
41.78
The following is a summary of the activity for stock option awards during the fiscal year ended September 30, 2024:
Number of options
Weighted-
Average Exercise
Price Per Share
Balance at September 30, 2023
4,842
$
80.48
Granted
87
137.36
Exercised
(1,340)
69.23
Forfeited
(11)
96.82
Balance at September 30, 2024
3,578
$
86.03
86
Changes in non-vested stock options during the fiscal year ended September 30, 2024 were as follows:
Number of options
Weighted-
Average Grant
Date Fair Value
Per Share
Balance at September 30, 2023
1,393
$
33.96
Granted
87
58.34
Vested
(572)
32.36
Forfeited
(10)
37.76
Balance at September 30, 2024
898
$
37.30
Information about stock options that have vested, or are expected to vest, and are exercisable at September 30, 2024
was as follows:
Number of
options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Life in Years
Aggregate
Intrinsic
Value
Options outstanding
3,578
$
86.03
5.3
$
305,872
Options vested and exercisable
2,680
82.14
4.5
239,541
Options vested and expected to vest
3,557
85.91
5.2
304,515
Other information follows:
Year Ended September 30,
2024
2023
2022
Total fair value of stock options vested
$
18,527
$
24,388
$
18,945
Total intrinsic value of options exercised
115,198
67,203
32,709
Cash received from exercises of stock options
89,875
50,749
21,897
Excess tax benefit realized from exercise of stock options
17,939
12,595
6,472
Restricted stock units
The Company generally grants RSUs to eligible employees under its form RSU agreement for employees (the “Standard
Form RSU Agreement”). RSUs granted under the Standard Form RSU Agreement prior to November 14, 2023, generally
have a four-year vesting schedule at a rate of 25% per year, and RSUs granted after November 14, 2023 have a three-year
vesting schedule at a rate of 33.3% per year, in each case generally subject to continued employment. The fair value of
RSUs granted are estimated using the closing price of the Company’s stock on the grant date.
The Company has also granted RSUs to certain employees under its form attraction and retention RSU agreement (the
“Form Attraction and Retention RSU Agreement”), which has from time to time been used for new hires and specific
retention purposes. RSUs granted under the Form Attraction and Retention RSU Agreement are generally scheduled to fully
vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment.
A summary of the activity for RSUs:
Number of units
Weighted-Average
Grant Date Fair
Value
Balance at September 30, 2023
177
$
93.46
Granted
178
139.04
Vested
(30)
88.97
Forfeited
(7)
149.02
Balance at September 30, 2024
318
$
118.19
Performance restricted stock units
In November 2023, the Company granted PSUs to certain eligible employees under the form PSU agreement that
generally will vest subject to a market condition and a service condition through the performance period. The market
condition associated with the awards is based on the Company's relative total shareholder return ("TSR") compared to the
TSR generated by the other companies that comprise the S&P 400 Midcap Index over a three-year performance period.
Performance at target will result in vesting and issuance of the number of PSUs granted, equal to 100% payout.
87
Performance below or above target can result in an issuance of between 0% - 150% of the target number of PSUs granted.
Expense is recognized based on the weighted average grant date fair value on a straight line basis over the service period,
irrespective as to whether the market condition is achieved.
The fair value of the PSUs for the November 2023 grant was determined based upon a Monte Carlo valuation method.
The assumptions used in the Monte Carlo method to value the PSUs granted, which includes the grant date fair value
outcome from the Monte Carlo method, were as follows:
September 30, 2024
Expected volatility
30.2%
Risk free interest rate
4.5%
Expected life
3 years
Grant date fair value
$
146.47
The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends.
A summary of the activity for PSUs:
Number of units
Weighted-Average Grant
Date Fair Value
Beginning balance
—
$
—
Granted
66
146.47
Forfeited
(4)
146.47
Ending balance
62
$
146.47
Stock-based compensation expense
Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period.
Pursuant to the form agreements used by the Company, with terms approved by the administrator of the applicable plan,
the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility. As such,
the recognition of stock-based compensation expense associated with some grants can be accelerated to a period of less
than four years, including immediate recognition of stock-based compensation expense on the date of grant.
Stock-based compensation expense recognized was as follows:
Year Ended September 30,
2024
2023
2022
Employee stock-based compensation expense
$
33,052
$
23,958
$
20,109
In connection with an executive separation and release agreement entered into by the Company, Woodward
recognized an additional $1,682 and $1,265 of stock-based compensation expense, before tax, during fiscal year 2024 and
fiscal year 2023, respectively.
At September 30, 2024, there was approximately $26,694 of total unrecognized compensation expense related to
non-vested stock-based compensation arrangements, including stock options, restricted stock, and performance stock
awards. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were
estimated to be 0.0% for members of Woodward’s Board and 7.4% for all others. The remaining unrecognized
compensation cost is expected to be recognized over a weighted-average period of approximately 1.79 years.
Note 22. Commitments and contingencies
Woodward enters into unconditional purchase obligation arrangements (i.e., issuance of purchase orders, obligations
to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as
88
"take-or-pay" contracts) in the normal course of business to ensure that adequate levels of sourced product are available to
Woodward. Future minimum unconditional purchase obligations are as follows:
Year Ending September 30:
2025
$
676,009
2026
179,213
2027
70,212
2028
1,542
2029
5
Thereafter
88
Total
$
927,069
The U.S. Government, and other governments, may terminate any of Woodward’s government contracts (and, in
general, subcontracts) at their convenience, as well as for default based on specified performance measurements. If any of
Woodward’s government contracts were to be terminated for convenience, the Company generally would be entitled to
receive payment for work completed and allowable termination or cancellation costs. If any of Woodward’s government
contracts were to be terminated for Woodward’s default, the U.S. Government generally would pay only for the work
accepted and could require Woodward to pay the difference between the original contract price and the cost to re-procure
the contract items, net of the work accepted from the original contract. The U.S. Government could also hold Woodward
liable for damages resulting from the default.
Woodward is currently involved in claims, pending or threatened litigation or other legal proceedings, investigations,
and/or regulatory proceedings arising in the normal course of business, including, among others, those relating to product
liability claims, employment matters, worker’s compensation claims, contractual disputes, product warranty claims, and
alleged violations of various laws and regulations. Woodward accrues for known individual matters using estimates of the
most likely amount of loss where it believes that it is probable the matter will result in a loss when ultimately resolved and
such loss is reasonably estimable. Legal costs are expensed as incurred and are classified in “Selling, general, and
administrative expenses” on the Consolidated Statements of Earnings.
Woodward is partially self-insured in the United States for healthcare and worker’s compensation up to
predetermined amounts, above which third party insurance applies. Management regularly reviews the probable outcome
of related claims and proceedings, the expenses expected to be incurred, the availability and limits of the insurance
coverage, and the established accruals for liabilities.
While the outcome of pending claims, legal and regulatory proceedings, and investigations cannot be predicted with
certainty, management believes that any liabilities that may result from these claims, proceedings, and investigations will
not have a material effect on Woodward’s liquidity, financial condition, or results of operations.
In the event of a change in control of Woodward, as defined in change-in-control agreements with its current
corporate officers, Woodward may be required to pay termination benefits to any such officer if such officer’s employment
is terminated within two years following the change of control.
Note 23. Segment information
Woodward serves the aerospace and industrial markets through its two reportable segments - Aerospace and
Industrial. When appropriate, Woodward’s reportable segments are aggregations of Woodward’s operating segments.
Woodward uses operating segment information internally to manage its business, including the assessment of operating
segment performance and decisions for the allocation of resources between operating segments.
The accounting policies of the reportable segments are the same as those of the Company. Woodward evaluates
segment profit or loss based on internal performance measures for each segment in a given period. In connection with that
assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense,
certain gains and losses from asset dispositions, or other non-recurring and/or non-operationally related expenses.
89
A summary of consolidated net sales and earnings by segment follows:
Year Ended September 30,
2024
2023
2022
Segment external net sales:
Aerospace
$
2,028,618
$
1,768,103
$
1,519,322
Industrial
1,295,631
1,146,463
863,468
Total consolidated net sales
$
3,324,249
$
2,914,566
$
2,382,790
Segment earnings:
Aerospace
$
385,360
$
290,104
$
230,933
Industrial
229,857
161,622
82,788
Nonsegment expenses
(119,745)
(130,811)
(81,092)
Interest Expense, net
(41,501)
(45,147)
(32,731)
Consolidated earnings before income taxes
$
453,971
$
275,768
$
199,898
Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other
intangibles, net. A summary of consolidated total assets, consolidated depreciation and amortization, and consolidated
capital expenditures follows:
Year Ended September 30,
2024
2023
2022
Segment assets:
Aerospace
$
1,936,507
$
1,829,410
$
1,773,854
Industrial
1,509,495
1,490,341
1,380,446
Unallocated corporate property, plant and equipment, net
120,946
104,962
111,760
Other unallocated assets
801,967
585,490
540,386
Consolidated total assets
$
4,368,915
$
4,010,203
$
3,806,446
Segment depreciation and amortization:
Aerospace
$
55,305
$
59,880
$
60,176
Industrial
49,779
51,167
50,584
Unallocated corporate amounts
11,086
8,696
9,868
Consolidated depreciation and amortization
$
116,170
$
119,743
$
120,628
Segment capital expenditures:
Aerospace
$
55,989
$
56,913
$
23,253
Industrial
41,930
21,855
12,399
Unallocated corporate amounts
(1,639)
(2,268)
17,216
Consolidated capital expenditures
$
96,280
$
76,500
$
52,868
We had no customers who accounted for approximately 10% or more of our consolidated net sales for the fiscal year
ended September 30, 2024. RTX Corporation was our largest customer during the fiscal year ended September 30, 2024. All
sales were made by Woodward’s Aerospace segment and totaled approximately 9% of net sales in fiscal year 2024, 10% of
net sales in fiscal year 2023, and 11% of net sales in fiscal year 2022.
Accounts receivable from RTX Corporation totaled approximately 6% of accounts receivable at September 30, 2024
and 4% of accounts receivable at September 30, 2023.
90
U.S. Government related sales from Woodward’s reportable segments were as follows:
Direct U.S.
Government
Sales
Indirect U.S.
Government
Sales
Total U.S.
Government
Related Sales
Fiscal year ended September 30, 2024
Aerospace
$
107,978
$
443,370
$
551,348
Industrial
9,039
10,273
19,312
Total net external sales
$
117,017
$
453,643
$
570,660
Percentage of total net sales
3%
14%
17%
Fiscal year ended September 30, 2023
Aerospace
$
99,848
$
363,835
$
463,683
Industrial
7,524
14,840
22,364
Total net external sales
$
107,372
$
378,675
$
486,047
Percentage of total net sales
4%
13%
17%
Fiscal year ended September 30, 2022
Aerospace
$
93,266
$
433,646
$
526,912
Industrial
4,759
6,052
10,811
Total net external sales
$
98,025
$
439,698
$
537,723
Percentage of total net sales
4%
19%
23%
Note 24. Subsequent events
On November 15, 2024, Woodward entered into an agreement to sell the Industrial heavy duty gas turbine
combustion parts product line located in Greenville, South Carolina to GE Vernova, subject to customary purchase price
adjustments. The agreement for the sale of the product line is expected to result in a gain and close later in fiscal year 2025.
Item 9. Changes in and Disagreements with Accountants
There have been no disagreements or any reportable events requiring disclosure under Item 304(b) of Regulation S-K.
Item 9A. 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, as amended (the “Act”) is recorded,
processed, summarized, and reported within the time periods specified in the SEC’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 (Charles P. Blankenship, Jr., Chairman of the Board, Chief Executive Officer, and
President) and Principal Financial and Accounting Officer (William F. Lacey, Chief Financial Officer), as appropriate, to allow
timely decisions regarding required disclosures.
Charles P. Blankenship, Jr. and William F. Lacey evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this Form 10-K. Based on their evaluations, they concluded that our disclosure
controls and procedures were effective as of September 30, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) for the Company. Our management has evaluated the effectiveness of
internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and, based on that evaluation,
concluded that the Company’s internal control over financial reporting was effective as of September 30, 2024, the end of
the Company’s most recent fiscal year.
Deloitte & Touche LLP (PCAOB ID No. 34), an independent registered public accounting firm, conducted an audit of
Woodward’s internal control over financial reporting as of September 30, 2024 as stated in their report included in “Item 8
– Financial Statements and Supplementary Data.”
91
Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive
and principal financial officers, or persons performing similar functions, and effected by our Board of Directors,
management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance with generally accepted accounting
principles. Internal control over financial reporting includes those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorization of management and directors of the
Company; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the financial statements.
There have been no changes in our internal control over financial reporting during the fourth fiscal quarter ended
September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information
During the quarter ended September 30, 2024, no directors or officers, as defined in Rule 16a-1(f), adopted or
terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in
Regulation S-K Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
92
PART III
The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent
not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the
annual meeting of stockholders to be held on January 29, 2025 which definitive proxy statement shall be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a)
of the Securities Act of 1934, and regarding our Audit Committee is included under the captions “Proposal 1: Election of
Directors,” “Board Meetings and Committees – Audit Committee” (including information with respect to audit committee
financial experts), "Executive Officers", “Stock Ownership of Directors and Executive Officers,” and, “Delinquent Section
16(a) Reports" in our Proxy Statement related to the Annual Meeting of Stockholders to be held virtually on January 29,
2025 (the "Proxy Statement") and is incorporated herein by reference. There have been no material changes to the
procedures by which security holders may recommend nominees to our Board.
Our Board has adopted a Code of Business Conduct and Ethics for directors, officers, and employees. We have also
adopted a Code of Ethics for Senior Financial Officers and Other Finance Members. These codes are posted on our Website.
The Internet address for our Website is www.woodward.com, and the codes may be found from our main Web page by
clicking first on “Investors” and then on “Governance,” and then on "Governance Documents", and then on “Woodward
Codes of Business Conduct and Ethics.”
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K or the Nasdaq listing rules regarding an
amendment to, or waiver from, a provision of this code of ethics by posting such information to our Website, at the address
and location specified above.
Item 11. Executive Compensation
Information regarding executive compensation is under the captions “Board Meetings and Committees – Non-
Employee Director Compensation,” “Board Meetings and Committees – Human Capital & Compensation Committee –
Human Capital & Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,”
“Human Capital & Compensation Committee Report,” “Executive Compensation” and “Board Meetings and Committees –
Human Capital & Compensation Committee – Risk Assessment” in our Proxy Statement, and is incorporated herein by
reference, except the section captioned “Compensation Committee Report on Compensation Discussion and Analysis” is
hereby “furnished” and not “filed” with this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder
matters is under the tables captioned “Stock Ownership of Directors & Executive Officers,” “Persons Owning More Than 5%
of Woodward Common Stock,” and “Executive Compensation – Equity Compensation Plan Information” in our Proxy
Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth under “Related Person Transaction Policies and Procedures,” “Proposal 1: Election of
Directors” and “Audit Committee Report to Stockholders” in our Proxy Statement and is incorporated herein by reference
except the section captioned “Audit Committee Report to Stockholders” is hereby “furnished” and not “filed” with this
Form 10-K.
Item 14. Principal Accountant Fees and Services
Information regarding principal accountant fees and services is under the captions “Audit Committee Report to
Stockholders – Audit Committee’s Pre-Approval Policy and Procedures and “Audit Committee Report to Stockholders – Fees
Paid to Independent Registered Public Accounting Firm” in our Proxy Statement, and is incorporated herein by reference.
93
PART IV
Item 15. Exhibits and Financial Statement Schedules
Page
Number in
Form 10-K
(a) (1) Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
40
Consolidated Statements of Earnings for the fiscal years ended September 30, 2024, 2023, and 2022
43
Consolidated Statements of Comprehensive Earnings for the fiscal years ended September 30, 2024,
2023, and 2022
44
Consolidated Balance Sheets at September 30, 2024 and 2023
45
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023, and 2022
46
Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2024, 2023,
and 2022
47
Notes to Consolidated Financial Statements
48
Financial statements and schedules other than those listed above are omitted for the reason that they are not
applicable, are not required, or the information is included in the financial statements or the footnotes.
(a) (2)
Exhibits Filed as Part of This Report:
‡
2.1
Share Purchase Agreement relating to the sale and purchase of all shares in L’Orange GmbH and Fluid
Mechanics LLC dated April 8, 2018, filed as Exhibit 2.1 to Quarterly Report on Form 10-Q, filed on August 8,
2018
‡
3.1
Restated Certificate of Incorporation, as amended October 3, 2007, filed as Exhibit 3(i)(a) to Annual Report on
Form 10-K filed November 20, 2008
‡
3.2
Bylaws of Woodward, Inc., as amended and restated on January 11, 2020, filed as Exhibit 3.1 to Annual
Report on Form 10-K filed on November 18, 2022
‡
3.3
Certificate of Amendment of Certificate of Incorporation, dated January 23, 2008, filed as Exhibit 3(i)(b) to
Annual Report on Form 10-K filed November 20, 2008
‡
3.4
Certificate of Amendment of the Restated Certificate of Incorporation, dated January 26, 2011, filed as Exhibit
3.1 to Current Report on Form 8-K filed January 28, 2011
‡
3.5
Certificate of Designation of Rights, Preferences and Privileges of Series B Preferred Stock
*
4.1
Form of Common Stock Certificate
*
4.2
Description of Capital Stock
†‡ 10.1
Long-Term Management Incentive Compensation Plan, filed as Exhibit 10(c) to Annual Report on Form 10-K
filed December 22, 2000
†‡ 10.2
Summary Description of the Woodward Variable Incentive Plan, filed as Exhibit 10.2 to Annual Report on
Form 10-K filed November 16, 2016
94
†‡ 10.3
2006 Omnibus Incentive Plan, effective January 25, 2006, filed as Exhibit 4.1 to Registration Statement on
Form S-8 filed April 28, 2006
†‡ 10.4
Amendment No. 1 to the Woodward, Inc. 2006 Omnibus Incentive Plan, effective as of January 26, 2011, filed
as Exhibit 10.10 to Annual Report on Form 10-K filed November 16, 2011
†‡ 10.5
2017 Omnibus Incentive Plan, as amended January 25, 2023, filed as Exhibit 99.1 to Current Report on Form
8-K filed January 31, 2023
†‡ 10.6
Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed
January 25, 2017
‡
10.7
Amendment No. 1 to 2008 Note Purchase Agreement, dated as of October 1, 2013, by and among the
Company and the noteholders named therein, filed as Exhibit 10.2 to Current Report on Form 8-K filed
October 4, 2013
‡
10.8
Note Purchase Agreement, dated October 1, 2013, by and among the Company and the purchasers named
therein, filed as Exhibit 10.1 to Current Report on Form 8-K filed October 4, 2013
‡
10.9
Note Purchase Agreement, dated September 23, 2016, by and among the Company and the purchasers
named therein, filed as Exhibit 10.20 to Annual Report on Form 10-K filed November 16, 2016
‡
10.10
Note Purchase Agreement, dated September 23, 2016, by and among Woodward International Holding B.V.
and the purchasers named therein, filed as Exhibit 10.21 to Annual Report on Form 10-K filed November 16,
2016
†‡ 10.11
Form of Change in Control Agreement for the Company’s principal executive officer and other executive
officers, filed as Exhibit 10.25 to Annual Report on Form 10-K filed November 12, 2014
†‡ 10.12
Executive Benefit Plan, as amended and restated as of September 18, 2013, filed as Exhibit 10.31 to Annual
Report on Form 10-K filed November 14, 2013
†‡ 10.13
Woodward Retirement Savings Plan, as amended and restated effective as of January 1, 2016, filed as Exhibit
10.1 to Quarterly Report on Form 10-Q filed February 9, 2016
†‡ 10.14
Thomas G. Cromwell employment offer letter, dated January 30, 2019, filed as exhibit 10.1 to Quarterly
Report on Form 10-Q filed May 8, 2019
‡
10.15
Purchase and Sale Agreement between Woodward, Inc. and General Electric Company dated January 4, 2016
filed as Exhibit 2.1 to Current Report on Form 8-K filed January 8, 2016
‡
10.16
Amended and Restated Limited Liability Company Agreement of Convergence Fuel Systems, LLC, dated
January 4, 2016 filed as Exhibit 10.1 to Current Report on Form 8-K filed January 8, 2016
‡
10.17
Frame Development and Purchase Agreement between MTU Friedrichshafen GmbH and L’Orange GmbH,
filed as Exhibit 10.1 to Quarterly Report on Form 10-Q, filed August 8, 2018
‡
10.18
Note Purchase Agreement, dated May 31, 2018, by and among Woodward, Inc. and the purchasers named
therein, filed as Exhibit 10.1 to Current Report on Form 8-K, filed June 4, 2018
‡
10.19
Amendment No. 1 to 2013 Note Purchase Agreement, dated as of May 31, 2018, by and among Woodward,
Inc. and the noteholders names therein, filed as Exhibit 10.2 to Current Report on Form 8-K, filed June 4, 2018
‡
10.20
Amendment No. 1 to 2016 Series M Note Purchase Agreement, dated as of May 31, 2018, by and among
Woodward, Inc. and the noteholders names therein filed as Exhibit 10.3 to Current Report on Form 8-K, filed
June 4, 2018
‡
10.21
Amendment No. 1 to 2016 Series N and O Note Purchase Agreement, dated as of May 31, 2018, by and
among Woodward International Holding B.V., Woodward, Inc. and the noteholders names therein, filed as
Exhibit 10.4 to Current Report on Form 8-K, filed June 4, 2018
95
‡
10.22
Amended and Restated Credit Agreement dated November 24, 2019, by and among the Company, certain
foreign subsidiaries borrowers of the Company from time to time parties thereto, the institutions from time
to time party thereto, as lenders, Wells Fargo Bank, National Association, as administrative agent, filed as
Exhibit 10.1 to Quarterly Report on Form 10-Q, filed February 4, 2022
†‡ 10.23
Form of Non-Qualified Stock Option Agreement filed as Exhibit 10.40 to Annual Report on Form 10-K, filed
November 13, 2018
†‡ 10.24
Amended and Restated Executive Severance and Change in Control Agreement filed as Exhibit 10.29 to
Annual Report on Form 10-K, filed November 19, 2021
‡
10.25
Form of Restricted Stock Unit Agreement, filed as Exhibit 10.39 to Annual Report on Form 10-K, filed
November 13, 2018
†‡ 10.26
Charles P. Blankenship Jr. employment offer letter, dated April 19th, 2022, filed as Exhibit 10.3 to Quarterly
Report on Form 10-Q, filed on May 6, 2022
‡
10.27
Second Amended and Restated Credit Agreement dated October 21, 2022, by and among the Company,
certain foreign subsidiaries borrowers of the Company from time to time parties thereto, the institutions
from time-to-time party thereto, as lenders, Wells Fargo Bank, National Association, as administrative agent
filed as Exhibit 10.31 to Annual Report on Form 10-K, filed on November 18, 2022
†‡ 10.28
Second Amended and Restated Executive Severance and Change in Control Agreement filed as Exhibit 10.32
to Annual Report on Form 10-K, filed on November 18, 2022
‡
10.29
Form Attraction and Retention RSU agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed
May 6, 2022
†‡ 10.30
Separation Agreement dated April 5, 2023 by and between Woodward, Inc. and Mark D. Hartman, filed as
Exhibit 10.1 to Quarterly Report on Form 10-Q, filed August 4th, 2023
†‡ 10.31
William F. Lacey Offer Letter, dated March 30, 2023, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q,
filed August 4th, 2023
†‡ 10.32
Randall Hobbs Offer Letter, dated October 7, 2022, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q,
filed February 2, 2024
†‡ 10.33
Separation Agreement dated March 14, 2024 by and between Woodward, Inc. and A. Christopher Fawzy, filed
as Exhibit 10.1 to Quarterly Report on Form 10-Q, filed May 3, 2024
†‡ 10.34
Outside Director Compensation Policy, dated October 1, 2023, filed as Exhibit 10.32 to Annual Report on
Form 10-K, filed on November 17, 2023
‡
10.35
Form of Non-Qualified Stock Option Agreement for Employees and Consultants, dated November 14, 2023,
filed as Exhibit 10.33 to Annual Report on Form 10-K, filed on November 17, 2023
‡
10.36
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors dated November 14, 2023, filed
as Exhibit 10.34 to Annual Report on Form 10-K, filed on November 17, 2023
‡
10.37
Form RSU Agreement for Employees and Consultants dated November 14, 2023, filed as Exhibit 10.35 to
Annual Report on Form 10-K, filed on November 17, 2023
‡
10.38
Form RSU Agreement for Non-Employee Directors dated November 14, 2023, filed as Exhibit 10.36 to Annual
Report on Form 10-K, filed on November 17, 2023
‡
10.39
Form of Performance Restricted Stock Unit Agreement dated November 14, 2023, filed as Exhibit 10.37 to
Annual Report on Form 10-K, filed on November 17, 2023
96
*
10.40
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, dated September 16, 2024
*
10.41
Form of Restricted Stock Unit Agreement for Non-Employee Directors, dated September 16, 2024
*
19.1
Trades of Woodward Stock (Insider Trading Policy)
*
21.1
Subsidiaries
*
23.1
Consent of Independent Registered Public Accounting Firm
*
31.1
Rule 13a-14(a)/15d-14(a) certification of Charles P. Blankenship, Jr.
*
31.2
Rule 13a-14(a)/15d-14(a) certification of William F. Lacey
*
32.1
Section 1350 certifications
*
97.1
Clawback Policy
*
101.INS
Inline XBRL Instance Document.
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101)
Attached as Exhibit 101 to this report are the following materials from Woodward, Inc.’s Annual Report on Form 10-K
for the year ended September 30, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the
Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated
Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity,
and (vi) the Notes to the Consolidated Financial Statements.
†
Management contract or compensatory plan or arrangement.
‡
Incorporated by reference as an exhibit to this Report (file number 000-08408, unless otherwise indicated).
*
Filed as an exhibit to this Report.
Item 16. Form 10-K Summary
Not applicable.
97
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, INC.
Date: November 26, 2024
/s/ Charles P. Blankenship, Jr.
Charles P. Blankenship, Jr.
Chairman of the Board, Chief Executive Officer, and President
(Principal Executive Officer)
Date: November 26, 2024
/s/ William F. Lacey
William F. Lacey
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Charles P. Blankenship, Jr.
Chairman of the Board
November 26, 2024
Charles P. Blankenship, Jr.
and Director
/s/ Rajeev Bhalla
Director
November 26, 2024
Rajeev Bhalla
/s/ John D. Cohn
Director
November 26, 2024
John D. Cohn
/s/ David Hess
Director
November 26, 2024
David Hess
/s/ Daniel G. Korte
Director
November 26, 2024
Daniel G. Korte
/s/ Eileen P. Paterson
Director
November 26, 2024
Eileen P. Paterson
/s/ Mary D. Petryszyn
Director
November 26, 2024
Mary D. Petryszyn
/s/ Gregg C. Sengstack
Director
November 26, 2024
Gregg C. Sengstack
/s/ Tana Utley
Director
November 26, 2024
Tana Utley
BOARD OF DIRECTORS
OFFICERS
INVESTOR INFORMATION
Rajeev Bhalla
Consultant and former Operating
Partner, Cerberus Operating and
Advisory Company
Charles P. Blankenship, Jr.
Chairman and Chief Executive Officer,
Woodward, Inc.
John D. Cohn
President, CrossBorder Strategic
Solutions, LLC
Charles P. Blankenship, Jr.
Chairman and Chief Executive Officer
William F. Lacey
Executive Vice President
and Chief Financial Officer
Thomas G. Cromwell
Executive Vice President
and Chief Operating Officer
David P. Hess
Former Chief Executive Officer,
Arconic Corporation
Daniel G. Korte
Former Global Vice President,
Aerospace, PPG Industries, Inc.
Eileen P. Paterson
Former Chief Executive Officer and
President, Aerojet Rocketdyne
Holdings, Inc.
Karrie M. Bem
Executive Vice President, General
Counsel, Corporate Secretary
and Chief Compliance Officer
Ron C. Charles
Executive Vice President,
Chief Human Resources Officer
Mary D. Petryszyn
Former Corporate Vice President,
President Defense Systems,
Northrop Grumman Corporation
Gregg C. Sengstack
Executive Chairperson,
Franklin Electric Co., Inc.
Tana L. Utley
Former Vice President, Large Power
Systems, Caterpillar, Inc.
W. John Godsman
Executive Vice President, Strategy
and Business Development
Randall L. Hobbs
Executive Vice President
and President, Industrial
Terence J. Voskuil
Executive Vice President
and President, Aerospace
Woodward, Inc.
Corporate Headquarters
1081 Woodward Way
Fort Collins, CO 80524
1-970-482-5811
www.woodward.com
Investor Information
Investor.Relations@woodward.com
1-970-498-3849
Transfer Agent And Registrar
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
1-800-937-5449
www.equiniti.com
Stock Exchange
Nasdaq Global Select Market
Ticker Symbol: WWD
SEC filings are available on our
website at www.woodward.com
Shareholder Account Assistance
Shareholders who wish to change the
address or ownership of stock, report
lost certificates, eliminate duplicate
mailings, or for other account registra-
tion procedures and assistance, should
contact the Transfer Agent at the ad-
dress or phone number on this page.
Dividend Reinvestment Plan
And Direct Deposit Of Dividends
Woodward offers shareholders of re-
cord a convenient Dividend Reinvest-
ment and Direct Stock Purchase and
Sale Plan. Through this Plan, sharehol-
ders have options to purchase or sell
shares of Woodward stock, have their
dividends automatically reinvested in
Woodward, and to make periodic sup-
plemental cash payments to purchase
additional shares. For further informa-
tion and an authorization form, contact
the Transfer Agent at the address or
phone number on this page.
Annual Meeting
The Annual Meeting of Sharehol-
ders will be held virtually on Janua-
ry 29, 2025, at 8:00 a.m. MT.
Equal Opportunity
Employer Statement
It is Woodward’s policy to provide
equal employment opportunity for
all qualified members and appli-
cants without regard to race, color,
religion, age, sex, gender identity,
national origin, disability, veteran’s
or marital status, genetic informati-
on, or other protected class, and to
base all employment decisions so
as to further this principle of equal
employment opportunity.
Corporate Information
Woodward, Inc.
Corporate Headquarters
1081 Woodward Way, Fort Collins
Colorado 80524, USA
woodward.com
Woodward is the global leader in the design, manufacture, and service of energy
conversion and control solutions for the aerospace and industrial equipment markets.
Our purpose is to design and deliver energy control solutions our partners count on to
power a clean future. 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.