Forward Looking Statements



This Quarterly Report on Form 10-Q, 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:

• the impacts on our business relating to the global COVID-19 pandemic,

including the impacts thereof on our industries, to supply and demand, and

measures taken by governments and private industry in response;

• future sales, earnings, cash flow, uses of cash, and other measures of

financial performance;

• trends in our business and the markets in which we operate, including

expectations in those markets in future periods;

• our expected expenses in future periods and trends in such expenses over


      time;


  • descriptions of our plans and expectations for future operations;

• our expectations with regard to the status of the Boeing 737 MAX aircraft,


      the related impact on our original equipment manufacturer and initial
      provision sales, and the aircraft's return to service;

• plans and expectations relating to the performance of our joint venture with


      General Electric Company;


  • the effect of economic trends or growth;

• 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


      services;


  • restructuring and alignment costs and savings;

• 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 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 changes in applicable tax laws.

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-Q 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-Q are in thousands, except per share amounts.


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OVERVIEW

COVID-19 Pandemic

In March 2020, the World Health Organization declared COVID-19 to be a global
pandemic. The pandemic has led to significant volatility in financial,
commodities (including oil and gas) and other markets and industries (including
the aviation industry) and has negatively affected our business and results of
operations. We reacted quickly to navigate the uncertain market environment,
increase our focus on operational excellence, and prioritize diligent cash
management.

Although we continue to see recovery across most of our end markets, our
financial performance during the first half of fiscal year 2022 was adversely
affected by ongoing industry-wide COVID-19 related disruptions, including supply
chain constraints, labor shortages, and some customer-initiated shipment delays,
and net inflationary impacts in the current market environment. We are unable to
predict the extent to which the pandemic and related impacts will continue to
adversely affect our business, including our operational performance, results of
operations, financial position, and the achievement of our strategic
objectives. Nonetheless, we believe the current industry-wide COVID-19 related
disruptions will improve, and that our end markets will continue to recover
during the remainder of the fiscal year.

We will continue to actively monitor the situation and may take further actions
to alter our business operations if we determine such actions are in the best
interests of our shareholders, employees, customers, communities, business
partners, and suppliers, or as required by federal, state, or local
authorities. It is not clear what the potential effects of any such alterations
or modifications may have on our business in future periods, including the
effects on our customers, employees, and prospects, or on our financial results.

The Russia-Ukraine Conflict



In February 2022, in response to the military conflict between Russia and
Ukraine, the United States, other North Atlantic Treaty Organization ("NATO")
members, as well as other non-members, announced targeted economic sanctions on
Russia and Russian enterprises. The continuation of the conflict may trigger
additional economic and other sanctions enacted by the United States, other NATO
member states, and other countries. Our sales to Russia during each of the first
six months of fiscal years 2022 and 2021 were less than 1% of our total
sales. The impact of any additional bans, sanction programs, and boycotts is
uncertain at the current time due to the fluid nature of the military conflict
as it is unfolding. The potential impacts could include supply chain and
logistics disruptions, volatility in foreign exchange rates and interest rates,
inflationary pressures on raw materials and energy, heightened cybersecurity
threats and other restrictions.

Departure of Directors or Certain Officers

On April 16, 2022, Thomas A. Gendron, Chairman, Chief Executive Officer and President of Woodward, notified the Board of Directors of the Company (the "Board") that he intends to retire from his role as Chairman of the Board, Chief Executive Officer and President effective May 9, 2022.



In connection with Mr. Gendron's retirement, Mr. Charles ("Chip") Blankenship,
Jr. has been appointed as Chief Executive Officer and President of the Company
effective May 9, 2022. Mr. Blankenship has also been appointed to the Board and
as Chairman effective May 9, 2022, and he will serve in the class of directors
who have been elected to hold office until Woodward's 2023 annual meeting of
stockholders (to be held in or about January 2024) and until his successor has
been duly elected and qualified.

At the Board's request, Mr. Gendron has committed to remain a director, officer
and employee of the Company through July 11, 2022 in order to facilitate an
effective transition, while allowing the executive management team to maintain
its focus on executing the Company's strategic priorities.

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Operational Highlights

Quarter and Year to Date Highlights


                                                  Three-Months Ended             Six-Months Ended
                                                       March 31,                     March 31,
                                                  2022          2021           2022            2021
Net Sales:
Aerospace segment                               $ 372,757     $ 364,706     $   709,192     $   686,373
Industrial segment                                214,082       216,615         419,233         432,567
Total consolidated net sales                    $ 586,839     $ 581,321

$ 1,128,425 $ 1,118,940

Earnings:


Aerospace segment                               $  59,809     $  69,008     $   110,892     $   115,474
Segment earnings as a percent of segment net
sales                                                16.0 %        18.9 %          15.6 %          16.8 %
Industrial segment                              $  17,234     $  27,871     $    40,927     $    60,759
Segment earnings as a percent of segment net
sales                                                 8.1 %        12.9 %           9.8 %          14.0 %
Consolidated net earnings                       $  47,906     $  68,313     $    78,211     $   109,883
Adjusted net earnings                           $  46,610     $  68,313

$ 82,901 $ 109,883



Effective tax rate                                   11.4 %        13.0 %          14.8 %          12.8 %
Adjusted effective tax rate                          11.0 %        13.0 %          15.5 %          12.8 %
Consolidated diluted earnings per share         $    0.74     $    1.04     $      1.21     $      1.68
Consolidated adjusted diluted earnings per
share                                           $    0.72     $    1.04

$ 1.28 $ 1.68

Earnings before interest and taxes ("EBIT") $ 61,793 $ 86,453 $ 107,204 $ 142,448 Adjusted EBIT

$  60,065     $  86,453     $   113,458     $   142,448
Earnings before interest, taxes,
depreciation, and amortization ("EBITDA")       $  92,403     $ 118,932     $   168,535     $   208,004
Adjusted EBITDA                                 $  90,675     $ 118,932     $   174,789     $   208,004


Adjusted net earnings, adjusted earnings per share, adjusted effective tax rate,
EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA 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 Financial Measures" in this Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Liquidity Highlights



Net cash provided by operating activities for the first half of fiscal year 2022
was $50,108, compared to $218,997 for the first half of fiscal year 2021. The
decrease in net cash provided by operating activities in the first half of
fiscal year 2022 compared to the first half of the prior fiscal year is
primarily attributable to increases in working capital (excluding cash) to
support the growth we anticipate in the second half of this fiscal year.

For the first half of fiscal year 2022, free cash flow, which we define as net
cash flow from operating activities less payments for property, plant and
equipment, was $25,958, compared to $205,684 for the first half of fiscal year
2021. Adjusted free cash flow, which we define as free cash flow, plus the
payments for costs related to business development activities and restructuring
activities, was $27,233. No adjustments were made to free cash flow for the
first half of fiscal year 2021. The decrease in free cash flow for the first
half of fiscal year 2022 as compared to the same period of the prior fiscal year
was primarily due to increases in working capital (excluding cash) to support
the growth we anticipate in the second half of this fiscal year, including the
timing of cash payments to suppliers, and higher payments for property, plant
and equipment. Free cash flow and adjusted 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 Financial Measures" in
this Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.

At March 31, 2022, we held $208,355 in cash and cash equivalents and had total outstanding debt of $728,706. We have additional borrowing availability of $989,643, net of outstanding letters of credit, under our revolving credit agreement. At March 31, 2022, we also had additional borrowing capacity of $27,674 under various foreign lines of credit and foreign overdraft facilities.


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RESULTS OF OPERATIONS

The following table sets forth condensed consolidated statements of earnings data as a percentage of net sales for each period indicated:



                                              Three-Months Ended                                              Six-Months Ended
                           March 31,       % of Net       March 31,       % of Net        March 31,       % of Net        March 31,       % of Net
                              2022          Sales            2021          Sales            2022           Sales            2021           Sales
Net sales                  $  586,839            100 %    $  581,321            100 %    $ 1,128,425            100 %    $ 1,118,940            100 %
Costs and expenses:
Cost of goods sold            453,425           77.3 %       434,243           74.7 %        872,576           77.3 %        835,883           74.7 %
Selling, general, and
administrative expenses        44,124            7.5 %        44,329            7.6 %        106,430            9.4 %        100,440            9.0 %
Research and development
costs                          32,384            5.5 %        27,627            4.8 %         57,776            5.1 %         59,623            5.3 %
Interest expense                8,197            1.4 %         8,249            1.4 %         16,503            1.5 %         17,155            1.5 %
Interest income                  (500 )         (0.1 )%         (283 )     

(0.1 )% (1,141 ) (0.1 )% (778 ) (0.1 )% Other (income) expense, net

                            (4,887 )         (0.8 )%      (11,331 )      

(1.9 )% (15,561 ) (1.4 )% (19,454 ) (1.7 )% Total costs and expenses 532,743

           90.8 %       502,834           86.5 %      1,036,583           91.9 %        992,869           88.7 %
Earnings before income
taxes                          54,096            9.2 %        78,487           13.5 %         91,842            8.1 %        126,071           11.3 %
Income tax expense              6,190            1.1 %        10,174            1.8 %         13,631            1.2 %         16,188            1.4 %
Net earnings               $   47,906            8.2 %    $   68,313           11.8 %    $    78,211            6.9 %    $   109,883            9.8 %


Other select financial data:



                              March 31,       September 30,
                                2022              2021
Working capital              $   962,344     $     1,098,466
Total debt                       728,706             734,850
Total stockholders' equity     2,051,879           2,214,781




Net Sales

Consolidated net sales for the second quarter of fiscal year 2022 increased by
$5,518, or 1.0%, compared to the same period of fiscal year 2021. Consolidated
net sales for the first half of fiscal year 2022 increased by $9,485, or 1.0%
compared to the same period of fiscal year 2021.

Details of the changes in consolidated net sales are as follows:




                                                              Three-Month       Six-Month
                                                                Period            Period

Consolidated net sales for the period ended March 31, 2021 $ 581,321

   $  1,118,940
Aerospace volume                                                    (5,038 )          7,192
Industrial volume                                                    4,533           (3,675 )
Noncash consideration                                                  654             (898 )
Effects of changes in price and sales mix                           13,973  

19,552


Effects of changes in foreign currency rates                        (8,604 )        (12,686 )
Consolidated net sales for the period ended March 31, 2022   $     586,839

$ 1,128,425





The increase in consolidated net sales for the second quarter of fiscal year
2022 as compared to the same period of the prior fiscal year is primarily due to
an increase in prices and a favorable product mix. The increase for the first
half of fiscal year 2022 as compared to the same period of the prior fiscal year
is primarily attributable to an increase in aerospace sales volume as well as
price increases and a favorable product mix.

In the Aerospace segment, the increases in net sales for the second quarter of
fiscal year 2022 and first half of fiscal year 2022 as compared to the same
periods of the prior fiscal year is primarily attributable to a significant
increase in commercial OEM and aftermarket sales driven by higher OEM production
rates, continued recovery in passenger traffic and increasing aircraft
utilization, partially offset by lower defense OEM sales primarily driven by
lower sales of guided weapons. As of the second quarter of fiscal year 2022,
Aerospace segment net sales were negatively impacted by approximately $60,000
due to ongoing industry-wide COVID-19 related disruptions, including supply
chain constraints, labor shortages, and some customer-initiated shipment
delays.

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In the Industrial segment, the decreases in net sales for the second quarter of
fiscal year 2022 and first half of fiscal year 2022 as compared to the same
periods of the prior fiscal year were primarily attributable to weakness in
natural gas engines in China and unfavorable foreign currency impacts, partially
offset by higher marine sales driven by increased utilization of the in-service
fleet. As of the second quarter of fiscal year 2022, Industrial segment net
sales were negatively impacted by approximately $40,000 due to ongoing
industry-wide COVID-19 related disruptions, including supply chain constraints
and labor shortages.

Costs and Expenses

Cost of goods sold increased by $19,182 to $453,425, or 77.3% of net sales, for
the second quarter of fiscal year 2022, from $434,243, or 74.7% of net sales,
for the second quarter of fiscal year 2021. Cost of goods sold increased by
$36,693 to $872,576, or 77.3% of net sales, for the first half of fiscal year
2022, from $835,883, or 74.7% of net sales, for the first half of fiscal year
2021. The increase in cost of goods sold as a percentage of net sales in the
second quarter and first half of fiscal year 2022 compared to the same periods
of the prior fiscal year was primarily due to increased Aerospace commercial OEM
sales volume, which traditionally have lower margins than other Aerospace
segment sales, and higher manufacturing costs related to support this fiscal
year's anticipated growth as well as increases in manufacturing related costs
associated with COVID-19 disruptions and inefficiencies related to hiring and
training.

Gross margin (as measured by net sales less cost of goods sold, divided by net
sales) was 22.7% the second quarter and first half of fiscal year 2022, compared
to 25.3% for the second quarter and first half of fiscal year 2021. The decrease
in gross margin for the second quarter and first half of fiscal year 2022 as
compared to the same period of the prior fiscal year is primarily attributable
to increased Aerospace commercial OEM sales volume, which traditionally have
lower margins than other Aerospace segment sales, as well as increases in
manufacturing related costs associated with COVID-19 disruptions and
inefficiencies related to hiring and training.

Selling, general and administrative expenses decreased by $205, or 0.5%, to
$44,124 for the second quarter of fiscal year 2022, compared to $44,329 for the
second quarter of fiscal year 2021. Selling, general, and administrative
expenses as a percentage of net sales decreased to 7.5% for the second quarter
of fiscal year 2022, compared to 7.6% for the second quarter of fiscal year
2021. During the second quarter of fiscal year 2022, we reversed a portion of a
certain expense pertaining to a non-recurring matter unrelated to the ongoing
operations of the business. Without this partial reversal of a certain expense,
selling, general, and administrative expenses would have increased by $1,523, or
3.4%, for the second quarter of fiscal year 2022 as compared to the same period
of the prior fiscal year.

Selling, general, and administrative expenses increased by $5,990, or 6.0%, to
$106,430 for the first half of fiscal year 2022, compared to $100,440 for the
first half of fiscal year 2021. Selling, general, and administrative expenses as
a percentage of net sales increased to 9.4% for the first half of fiscal year
2022, compared to 9.0% for the first half of fiscal year 2021. The increase in
selling, general and administrative expenses, both in dollars and as a
percentage of net sales, for the first half of fiscal year 2022 as compared to
the same period of the prior fiscal year is primarily due to the incurrence of a
certain expense in the first half of fiscal year 2022 in connection with a
non-recurring matter unrelated to the ongoing operations of the business, as
well as certain business development activities, which in each case did not
occur in the prior fiscal year period.

Research and development costs increased by $4,757, or 17.2%, to $32,384 for the
second quarter of fiscal year 2022, as compared to $27,627 for the second
quarter of fiscal year 2021. As a percentage of net sales, research and
development costs increased to 5.5% for the second quarter of fiscal year 2022,
as compared to 4.8% for the same period of the prior fiscal year. The increase
in research and development costs, both in dollars and as a percentage of net
sales, for the second quarter of fiscal year 2022 as compared to the same period
of the prior fiscal year is primarily due to variability in the timing of
projects and expenses.

Research and development costs decreased by $1,847, or 3.1%, to $57,776 for the
first half of fiscal year 2022, as compared to $59,623 for the first half of
fiscal year 2021. Research and development costs decreased as a percentage of
net sales to 5.1% for the first half of fiscal year 2022, as compared to 5.3%
for the first half of fiscal year 2021. The decrease in research and development
costs, both in dollars and as a percentage of net sales, for the first half of
fiscal year 2022 as compared to the same period of the prior fiscal year is
primarily due to variability in the timing of projects and expenses. Our
research and development activities extend across almost all of our customer
base, and we anticipate ongoing variability in research and development due to
the timing of customer business needs on current and future programs.

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Interest expense decreased by $52, or 0.6%, to $8,197 for the second quarter of
fiscal year 2022, compared to $8,249 for the second quarter of fiscal year
2021. Interest expense as a percentage of net sales was 1.4% for the second
quarter of fiscal year 2022, consistent with the prior year period. Interest
expense decreased by $652, or 3.8%, to $16,503 for the first half of fiscal year
2022, compared to $17,155 for first half of fiscal year 2021. Interest expense
as a percentage of net sales was 1.5% for the first half of fiscal year 2022,
consistent with the prior year period. The decrease in interest expense for the
second quarter and first half of fiscal year 2022 as compared to the same
periods of the prior year is primarily attributable to reduced long-term debt
balances and reduced borrowings from the revolving credit facility. In the first
half of fiscal year 2021, we paid the entire balance of two series of private
placement notes totaling $100,000, primarily using cash from operations and
proceeds from our revolving credit facility.

Other income decreased by $6,444 to $4,887 for the second quarter of fiscal year
2022, compared to $11,331 for the second quarter of fiscal year 2021. Other
income decreased by $3,893 to $15,561 for the first half of fiscal year 2022,
compared to $19,454 for the first half of fiscal year 2021. The decrease in
other income for the second quarter and first half of 2022 as compared to the
same period of the prior year is primarily attributable to a loss on investments
in our deferred compensation program, whereas a gain on investments were
recognized in the prior fiscal year.

Income taxes were provided at an effective rate on earnings before income taxes
of 11.4% for the second quarter and 14.8% for the first half of fiscal year
2022, and 13.0% for the second quarter and 12.8% for the first half of fiscal
year 2021.

The decrease in the effective tax rate for the second quarter of fiscal year
2022 compared to the same period of the prior year is primarily attributable to
increased stock-based compensation tax benefit as a percent of quarterly pre-tax
earnings and a reduction in U.S. tax on international activities. These
favorable impacts to the effective tax rate were partially offset by a smaller
research and development credit relative to full-year projected earnings.

The increase in the effective tax rate for the first half of fiscal year 2022
compared to the same period of the prior year is primarily decreased stock-based
compensation tax benefit as a percent of year-to-date pre-tax
earnings. Additionally, the effective tax rate increased as a result of a
smaller research and development credit and increased state income taxes
relative to full-year projected earnings. These unfavorable impacts to the
effective tax rate were partially offset by a reduction in the U.S. tax on
international activities.

Segment Results

The following table presents sales by segment:



                                    Three-Months Ended March 31,                         Six-Months Ended March 31,
                                    2022                     2021                      2022                       2021
Net sales:
Aerospace                   $ 372,757       63.5 %   $ 364,706       62.7 %   $   709,192       62.8 %   $   686,373       61.3 %
Industrial                    214,082       36.5 %     216,615       37.3 %       419,233       37.2 %       432,567       38.7 %
Consolidated net sales      $ 586,839        100 %   $ 581,321        100 %   $ 1,128,425        100 %   $ 1,118,940        100 %



The following table presents earnings by segment and reconciles segment earnings
to consolidated net earnings:

                                       Three-Months Ended March 31,            Six-Months Ended March 31,
                                         2022                 2021               2022               2021
Aerospace                           $       59,809       $       69,008     $      110,892       $   115,474
Industrial                                  17,234               27,871             40,927            60,759
Nonsegment expenses                        (15,250 )            (10,426 )          (44,615 )         (33,785 )
Interest expense, net                       (7,697 )             (7,966 )          (15,362 )         (16,377 )
Consolidated earnings before
income taxes                                54,096               78,487             91,842           126,071
Income tax expense                          (6,190 )            (10,174 )          (13,631 )         (16,188 )
Consolidated net earnings           $       47,906       $       68,313

$ 78,211 $ 109,883





The following table presents segment earnings as a percent of segment net sales:

                 Three-Months Ended March 31,              Six-Months Ended March 31,
                  2022                   2021              2022                  2021
Aerospace              16.0 %                 18.9 %            15.6 %                16.8 %
Industrial              8.1 %                 12.9 %             9.8 %                14.0 %




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Aerospace



Aerospace segment net sales increased by $8,051, or 2.2%, to $372,757 for the
second quarter of fiscal year 2022, compared to $364,706 for the second quarter
of fiscal year 2021. Aerospace segment net sales increased by $22,819, or 3.3%,
to $709,192 for the first half of fiscal year 2021, compared to $686,373 for the
first half of fiscal year 2021. The increase in segment net sales in the second
quarter and first half of fiscal year 2022 as compared to the same period of the
prior fiscal year is primarily a result of increased commercial OEM and
aftermarket sales due to recovering global passenger traffic, increased aircraft
production rates, increased fleet utilization, and the return to service of the
Boeing 737 MAX aircraft in certain jurisdictions, partially offset by lower
defense sales resulting from reduced guided weapons sales.

Defense OEM sales decreased in the second quarter and first half of fiscal year
2022 as compared to the same period of the prior fiscal year, primarily driven
by softening demand for guided weapons. Our defense aftermarket sales decreased
in the second quarter and first half of fiscal year 2022 as compared to the same
periods of the prior fiscal year primarily due to COVID-19 related
disruptions. However, with the exception of guided weapons, defense demand
remained stable at elevated levels.

As of the second quarter fiscal year 2022, Aerospace segment net sales were negatively impacted by approximately $60,000 due to ongoing industry-wide COVID-19 related disruptions, including supply chain constraints and labor shortages, and some customer-initiated shipment delays.



Aerospace segment earnings decreased by $9,199, or 13.3%, to $59,809 for the
second quarter of fiscal year 2022, compared to $69,008 for the second quarter
of fiscal year 2021. Aerospace segment earnings decreased by $4,582, or 4.0%, to
$110,892 for the first half of fiscal year 2022, compared to $115,474 for the
first half of fiscal year 2021.

The decrease in Aerospace segment earnings for the second quarter and first half
of fiscal year 2022 compared to the same period of the prior fiscal year was due
to the following:
                                                      Three-Month      Six-Month
                                                        Period           Period

Earnings for the period ended March 31, 2021 $ 69,008 $ 115,474 Sales volume

                                                   966          

7,717


Price, sales mix and productivity                             (288 )       (4,597 )
Manufacturing costs related to hiring and training          (4,569 )       (4,569 )
Annual variable incentive compensation costs                (2,555 )       (2,555 )
Other, net                                                  (2,753 )        

(578 ) Earnings for the period ended March 31, 2022 $ 59,809 $ 110,892





Aerospace segment earnings as a percentage of segment net sales were 16.0% for
the second quarter and 15.6% for the first half of fiscal year 2022, compared to
18.9% for the second quarter and 16.8% for the first half of fiscal year
2021. The decrease in Aerospace segment earnings in the second quarter of fiscal
year 2022 as compared to the same period of the prior fiscal year was primarily
due to net inflationary impacts, including material and labor cost increases, as
well as increases in manufacturing related costs related to COVID-19 disruptions
and inefficiencies related to hiring and training. The decrease in Aerospace
segment earnings for the first half of fiscal year 2022 as compared to the same
period of the prior year was primarily due to net inflationary impacts,
including material and production labor cost increases, as well as increases in
manufacturing costs related to COVID-19 disruptions and inefficiencies related
to hiring and training, partially offset by higher volume.

Industrial



Industrial segment net sales decreased by $2,533, or 1.2%, to $214,082 for the
second quarter of fiscal year 2022, compared to $216,615 for the second quarter
of fiscal year 2021. Industrial segment net sales decreased by $13,334, or 3.1%,
to $419,233 for the first half of fiscal year 2022, compared to $432,567 for the
first half of fiscal year 2021. Foreign currency exchange rates had an
unfavorable impact on segment net sales of $8,265 and $12,402 for the second
quarter and first half of fiscal year 2022, respectively, as compared to the
same periods of the prior fiscal year.

The decrease in Industrial segment net sales in the second quarter and first
half of fiscal year 2022 was primarily due to lower sales of natural gas-powered
engines in China and unfavorable foreign currency impacts, partially offset by
higher marine sales driven by higher utilization of the in-service fleet.

As of the second quarter of fiscal year 2022, Industrial segment net sales were negatively impacted by approximately $40,000 due to ongoing industry-wide COVID-19 related disruptions, including supply chain constraints and labor shortages.


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Industrial segment earnings decreased by $10,637, or 38.2%, to $17,234 for the
second quarter of fiscal year 2022, compared to $27,871 for the second quarter
of fiscal year 2021. Segment earnings decreased by $19,832, or 32.6%, to $40,927
for the first half of fiscal year 2022, compared to $60,759 for the first half
of fiscal year 2021.

The decrease in Industrial segment earnings for the second quarter and first
half of fiscal year 2022 compared to the same periods of the prior fiscal year
was due to the following:
                                                Three-Month      Six-Month
                                                  Period           Period

Earnings for the period ended March 31, 2021 $ 27,871 $ 60,759 Sales volume

                                           2,361         (1,579 )
Price, sales mix and productivity                     (6,462 )      (11,669 )
Effects of changes in foreign currency rates          (1,617 )       (1,876 )
Annual variable incentive compensation costs          (1,095 )       (1,095 )
Other, net                                            (3,824 )       (3,613 )

Earnings for the period ended March 31, 2022 $ 17,234 $ 40,927




Industrial segment earnings as a percentage of segment net sales were 8.1% for
the second quarter and 9.8% for the first half of fiscal year 2022, compared to
12.9% for the second quarter and 14.0% for the first half of fiscal year
2021. The decrease in Industrial segment earnings in the second quarter was
primarily due to net inflationary impacts, including materials, as well as
increases in manufacturing costs related to COVID-19 disruptions and
inefficiencies related to hiring and training. The decrease in Industrial
segment earnings for the first half of fiscal year 2022 as compared to the same
period of the prior year was primarily due to unfavorable product mix, as well
as net inflationary impacts.

Nonsegment



Nonsegment expenses increased by $4,824 to $15,250 for the second quarter of
fiscal year 2022, compared to $10,426 for the second quarter of fiscal year
2021. Nonsegment expenses increased by $10,830 to $44,615 for the first half of
fiscal year 2022, compared to $33,785 for the first half of fiscal year 2021.
During the second quarter of fiscal year 2022, we reversed a portion of a
certain expense related to a non-recurring matter unrelated to the ongoing
operations of the business. The increases in nonsegment expenses in the second
quarter and first half of fiscal year 2022 compared to the same periods in the
prior year was primarily a result of the timing of certain expenses, the return
of annual variable incentive compensation costs, as well as the non-recurring
matter unrelated to the ongoing operations of the business and certain business
development activities, neither of which occurred in the second quarter or first
half of fiscal year 2021.

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. From time to time, we have also issued
debt to supplement our cash needs, repay our other indebtedness, or finance our
acquisitions. We continue to 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 foreseeable future.

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 14, Credit
facilities, short-term borrowings and long-term debt in the Notes to the
Condensed Consolidated Financial Statements included in Part I, Item I of this
Form 10-Q.

At March 31, 2022, we had total outstanding debt of $728,706 consisting of
various series of unsecured notes due between 2023 and 2033 and obligations
under our finance leases. At March 31, 2022, we had additional borrowing
availability of $989,643 under our revolving credit facility, net of outstanding
letters of credit, and additional borrowing availability of $27,674 under
various foreign credit facilities. At March 31, 2022, we had no borrowings
outstanding under our revolving credit facility. We also had no borrowings
outstanding under our revolving credit facility during the second quarter of
fiscal year 2022.


                                       34

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To our knowledge, we were in compliance with all our debt covenants as of March
31, 2022. Additionally, we do not believe the current known impacts of the
COVID-19 pandemic will affect our ability to remain in compliance with our debt
covenants. See Note 15, Credit facilities, short-term borrowings and long-term
debt in the Notes to the Consolidated Financial Statements included in Part II,
Item 8 of our most recently filed Form 10-K, for more information about our
covenants.

In addition to utilizing our cash resources to fund the working capital needs of
our business, we evaluate additional strategic uses of our funds, including the
repurchase of our common stock, payment of dividends, significant capital
expenditures, consideration of strategic acquisitions and other potential uses
of cash.

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 do not believe the
current known impacts of the COVID-19 pandemic will impact our ability to
satisfy our long-term debt obligations.

In November 2019, the Board 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 the the first half
of fiscal year 2022, we repurchased 233 shares of our common stock for $26,742
under the 2019 Authorization. During the first half of fiscal year 2021, we
repurchased no shares of our common stock under the 2019 Authorization.

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 that will end in January 2024 (the "2022
Authorization"). During the first half of fiscal year 2022, we repurchased 2,047
shares of our common stock for $245,357 under the 2022 Authorization.

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 and do not currently foresee adverse impacts to financial institutions
supporting our capital requirements as a result of the COVID-19 pandemic or
otherwise.

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