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;

• the effect of economic trends, including rising inflation, and global supply

chain and labor pressures;

• the effect of geopolitical events, including the Russia-Ukraine conflict on

our business and the markets in which we operate;




   •  future sales, earnings, cash flow, uses of cash, and other measures of
      financial performance, including our ability to accurately predict such
      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;

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

General Electric Company;

• 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

Global Business Conditions

We continue to monitor a variety of external issues impacting our business, including the ongoing global impact of the COVID-19 pandemic, rising inflation, and global supply chain and labor disruptions.



Although we continue to see recovery across most of our end markets, our
financial performance during the first nine-months of fiscal year 2022 was
adversely affected by these issues. We continue to assess the environment and
are taking appropriate price actions in response to rising costs; however,
timing can be delayed due to certain pre-existing contractual arrangements. We
are unable to predict the full extent to which these impacts will continue to
adversely affect 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 financial results.

We 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 currently 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, and certain non-member countries 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
nine-months of fiscal years 2022 and 2021 were less than 1% of our total
sales. While 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 continues to unfold, the potential impacts of the conflict have
included and could continue to 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
impacts.

                                       28
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Operational Highlights

Quarter and Year to Date Highlights


                                                   Three-Months Ended             Nine-Months Ended
                                                        June 30,                      June 30,
                                                   2022          2021           2022            2021
Net sales:
Aerospace segment                                $ 401,712     $ 340,912     $ 1,110,904     $ 1,027,285
Industrial segment                                 212,620       215,763         631,853         648,330
Consolidated net sales                           $ 614,332     $ 556,675

$ 1,742,757 $ 1,675,615

Earnings:


Aerospace segment                                $  56,566     $  53,167     $   167,458     $   168,641
Segment earnings as a percent of segment net
sales                                                 14.1 %        15.6 %          15.1 %          16.4 %
Industrial segment                               $  21,102     $  27,166     $    62,029     $    87,925
Segment earnings as a percent of segment net
sales                                                  9.9 %        12.6 %           9.8 %          13.6 %
Consolidated net earnings                        $  39,446     $  48,861     $   117,657     $   158,744
Adjusted net earnings                            $  39,446     $  48,861

$ 122,347 $ 158,744



Effective tax rate                                    21.6 %        16.8 %          17.2 %          14.1 %
Adjusted effective tax rate                           21.6 %        16.8 %          17.6 %          14.1 %
Consolidated diluted earnings per share          $    0.64     $    0.74     $      1.84     $      2.42
Consolidated adjusted diluted earnings per
share                                            $    0.64     $    0.74

$ 1.91 $ 2.42

Earnings before interest and taxes ("EBIT") $ 58,467 $ 66,787

  $   165,671     $   209,235
Adjusted EBIT                                    $  58,467     $  66,787     $   171,925     $   209,235
Earnings before interest, taxes, depreciation,
and amortization ("EBITDA")                      $  88,394     $  99,030     $   256,929     $   307,034
Adjusted EBITDA                                  $  88,394     $  99,030     $   263,183     $   307,034


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 most directly comparable 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 nine-months of fiscal
year 2022 was $86,016, compared to $317,915 for the first nine-months of fiscal
year 2021. The decrease in net cash provided by operating activities in the
first nine-months of fiscal year 2022 compared to the first nine-months of the
prior fiscal year is primarily attributable to production delays from supply
chain disruptions as well as increases in working capital (excluding cash) to
support the growth we anticipate in the fourth quarter of this fiscal year and
the next full fiscal year.

For the first nine-months 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 $48,911, compared to $296,568 for the first nine-months 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
charges, was $52,398. No adjustments were made to free cash flow for the first
nine-months of fiscal year 2021. The decrease in free cash flow for the first
nine-months 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 fourth quarter of this fiscal year
and the next full fiscal year, as well as production delays from supply chain
disruptions, 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 most directly comparable 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 June 30, 2022, we held $99,701 in cash and cash equivalents and had total outstanding debt of $766,402. We have additional borrowing availability of $940,684, net of outstanding letters of credit, under our revolving credit agreement. At June 30, 2022, we also had additional borrowing capacity of $27,387 under various foreign lines of credit and foreign overdraft facilities.


                                       29
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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                                            Nine-Months Ended
                           June 30,       % of Net       June 30,       % of Net        June 30,        % of Net        June 30,        % of Net
                             2022          Sales           2021          Sales            2022           Sales            2021           Sales
Net sales                  $ 614,332            100 %    $ 556,675            100 %    $ 1,742,757            100 %    $ 1,675,615            100 %
Costs and expenses:
Cost of goods sold           480,403           78.2 %      422,457           75.9 %      1,352,979           77.6 %      1,258,340           75.1 %
Selling, general, and
administrative expenses       46,490            7.6 %       48,021            8.6 %        152,920            8.8 %        148,461            8.9 %
Research and development
costs                         32,224            5.2 %       29,765            5.3 %         90,000            5.2 %         89,388            5.3 %
Interest expense               8,533            1.4 %        8,397            1.5 %         25,036            1.4 %         25,552            1.5 %
Interest income                 (353 )         (0.1 )%        (308 )         (0.1 )%        (1,494 )         (0.1 )%        (1,086 )         (0.1 )%
Other (income) expense,
net                           (3,252 )         (0.5 )%     (10,355 )         (1.9 )%       (18,813 )         (1.1 )%       (29,809 )         (1.8 )%
Total costs and expenses     564,045           91.8 %      497,977           89.5 %      1,600,628           91.8 %      1,490,846           89.0 %
Earnings before income
taxes                         50,287            8.2 %       58,698           10.5 %        142,129            8.2 %        184,769           11.0 %
Income tax expense            10,841            1.8 %        9,837            1.8 %         24,472            1.4 %         26,025            1.6 %
Net earnings               $  39,446            6.4 %    $  48,861            8.8 %    $   117,657            6.8 %    $   158,744            9.5 %


Other select financial data:



                              June 30,        September 30,
                                2022              2021
Working capital              $   829,241     $     1,098,466
Total debt                       766,402             734,850
Total stockholders' equity     1,909,613           2,214,781




Net Sales

Consolidated net sales for the third quarter of fiscal year 2022 increased by
$57,657, or 10.4%, compared to the same period of fiscal year 2021. Consolidated
net sales for the first nine-months of fiscal year 2022 increased by $67,142, or
4.0%, compared to the same period of fiscal year 2021.

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




                                                             Three-Month        Nine-Month
                                                                Period            Period

Consolidated net sales for the period ended June 30, 2021 $ 556,675

   $   1,675,615
Aerospace volume                                                    43,478            50,670
Industrial volume                                                   11,943             8,268
Noncash consideration                                                  517              (381 )
Effects of changes in price and sales mix                           19,418  

38,970


Effects of changes in foreign currency rates                       (17,699 )         (30,385 )
Consolidated net sales for the period ended June 30, 2022   $      614,332

$ 1,742,757





The increase in consolidated net sales for both the third quarter of fiscal year
2022 and the first nine-months of fiscal year 2022, in each case as compared to
the same period of the prior fiscal year, is primarily due to an increase in
Aerospace sales volume, as well as the impact of price increases and a favorable
product mix.

In the Aerospace segment, the increases in net sales for the third quarter of
fiscal year 2022 and first nine-months 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 and increasing aircraft utilization, partially offset by lower defense
aftermarket sales primarily driven by global supply chain and labor disruptions.
As of the third quarter of fiscal year 2022, Aerospace segment net sales were
negatively impacted by approximately $55,000 due to ongoing global supply chain
and labor disruptions.

In the Industrial segment, the decreases in net sales for the third quarter of
fiscal year 2022 and first nine-months of fiscal year 2022 as compared to the
same periods of the prior fiscal year were primarily attributable to a weakness
in

                                       30
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natural gas engines in China and by unfavorable foreign currency impacts,
partially offset by higher marine sales driven by increased utilization of the
in-service fleet as well as increased industrial turbomachinery sales supporting
increasing demand for power generation and process industries. As of the third
quarter of fiscal year 2022, Industrial segment net sales were negatively
impacted by approximately $45,000 due to ongoing global supply chain and labor
disruptions.

Costs and Expenses

Cost of goods sold increased by $57,946 to $480,403, or 78.2% of net sales, for
the third quarter of fiscal year 2022, from $422,457, or 75.9% of net sales, for
the third quarter of fiscal year 2021. Cost of goods sold increased by $94,639
to $1,352,979, or 77.6% of net sales, for the first nine-months of fiscal year
2022, from $1,258,340, or 75.1% of net sales, for the first nine-months of
fiscal year 2021. The increase in cost of goods sold as a percentage of net
sales in the third quarter and first nine-months of fiscal year 2022 compared to
the same periods of the prior fiscal year was primarily due to net inflationary
impacts on material and labor costs, increased Aerospace commercial OEM sales
volume, which traditionally have lower margins than other Aerospace segment
sales, as well as increases in manufacturing costs related to supply chain
disruptions and inefficiencies related to training new members.

Gross margin (as measured by net sales less cost of goods sold, divided by net
sales) was 21.8% for the third quarter of fiscal year 2022 and 22.4% for the
first nine-months of fiscal year 2022, compared to 24.1% for the third quarter
of fiscal year 2021 and 24.9% for the first nine-months of fiscal year 2021. The
decrease in gross margin for the third quarter and first nine-months of fiscal
year 2022 as compared to the same period of the prior fiscal year is primarily
attributable to net inflationary impacts on material and labor costs, increased
Aerospace commercial OEM sales volume, which traditionally have lower margins
than other Aerospace segment sales, as well as increases in manufacturing costs
related to supply chain disruptions and inefficiencies related to training new
members.

Selling, general and administrative expenses decreased by $1,531, or 3.2%, to
$46,490 for the third quarter of fiscal year 2022, compared to $48,021 for the
third quarter of fiscal year 2021. Selling, general, and administrative expenses
as a percentage of net sales decreased to 7.6% for the third quarter of fiscal
year 2022, compared to 8.6% for the third quarter of fiscal year 2021.

Selling, general, and administrative expenses increased by $4,459, or 3.0%, to
$152,920 for the first nine-months of fiscal year 2022, compared to $148,461 for
the first nine-months of fiscal year 2021. Selling, general, and administrative
expenses as a percentage of net sales decreased to 8.8% for the first
nine-months of fiscal year 2022, compared to 8.9% for the first nine-months of
fiscal year 2021. The increase in selling, general and administrative expenses,
for the first nine-months 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 nine-months 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 $2,459, or 8.3%, to $32,224 for the
third quarter of fiscal year 2022, as compared to $29,765 for the third quarter
of fiscal year 2021. As a percentage of net sales, research and development
costs decreased to 5.2% for the third quarter of fiscal year 2022, as compared
to 5.3% for the same period of the prior fiscal year. The increase in research
and development costs, for the third 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 increased by $612, or 0.7%, to $90,000 for the
first nine-months of fiscal year 2022, as compared to $89,388 for the first
nine-months of fiscal year 2021. Research and development costs decreased as a
percentage of net sales to 5.2% for the first nine-months of fiscal year 2022,
as compared to 5.3% for the first nine-months of fiscal year 2021. The increase
in research and development costs for the first nine-months 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.

                                       31
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Interest expense increased by $136, or 1.6%, to $8,533 for the third quarter of
fiscal year 2022, compared to $8,397 for the third quarter of fiscal year
2021. Interest expense as a percentage of net sales was 1.4% for the third
quarter of fiscal year 2022, compared to 1.5% for the third quarter of fiscal
year 2021. Interest expense decreased by $516, or 2.0%, to $25,036 for the first
nine-months of fiscal year 2022, compared to $25,552 for first nine-months of
fiscal year 2021. Interest expense as a percentage of net sales was 1.4% for the
first nine-months of fiscal year 2022, compared to 1.5% for the first-nine
months of fiscal year 2021. The increase in interest expense for the third
quarter of fiscal year 2022 as compared to the same period of the prior fiscal
year is primarily attributable to increased borrowings on the revolving credit
facility that occurred during the quarter. The decrease in interest expense for
the first nine-months of fiscal year 2022 as compared to the same period of the
prior fiscal year is primarily attributable to reduced long-term debt
balances. In the first nine-months 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 $7,103 to $3,252 for the third quarter of fiscal year
2022, compared to $10,355 for the third quarter of fiscal year 2021. Other
income decreased by $10,996 to $18,813 for the first nine-months of fiscal year
2022, compared to $29,809 for the first nine-months of fiscal year 2021. The
decrease in other income for the third quarter and first nine-months of fiscal
year 2022 as compared to the same periods of the prior fiscal year is primarily
attributable to a loss on investments in our deferred compensation program,
whereas a gain on investments was recognized in the prior fiscal year.

Income taxes were provided at an effective rate on earnings before income taxes
of 21.6% for the third quarter of fiscal year 2022 and 17.2% for the first
nine-months of fiscal year 2022, as compared to 16.8% for the third quarter of
fiscal year 2021 and 14.1% for the first nine-months of fiscal year 2021.

The increase in the effective tax rate for the three-months ended June 30, 2022
as compared to the three-months ended June 30, 2021 is primarily attributable to
decreased stock-based compensation tax benefit and an adjustment to prior period
tax items related to Global Intangible Low-Taxed Income ("GILTI") that did not
repeat in the current quarter. These unfavorable impacts to the effective tax
rate were partially offset by the prior quarter discrete impact of the enactment
of a retroactive law disallowing foreign interest expense.

The increase in the effective tax rate for the nine-months ended June 30, 2022
as compared to the nine-months ended June 30, 2021 is primarily attributable to
decreased stock-based compensation tax benefit as a percent of year-to-date
pre-tax earnings, an adjustment to prior period tax items related to GILTI that
did not repeat in the current fiscal year, 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 June 30,                         Nine-Months Ended June 30,
                                    2022                     2021                      2022                       2021
Net sales:
Aerospace                   $ 401,712       65.4 %   $ 340,912       61.2 %   $ 1,110,904       63.7 %   $ 1,027,285       61.3 %
Industrial                    212,620       34.6 %     215,763       38.8 %       631,853       36.3 %       648,330       38.7 %
Consolidated net sales      $ 614,332        100 %   $ 556,675        100 %   $ 1,742,757        100 %   $ 1,675,615        100 %


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



                                         Three-Months Ended June 30,        

Nine-Months Ended June 30,


                                          2022                 2021               2022               2021
Aerospace                            $       56,566       $       53,167     $      167,458       $   168,641
Industrial                                   21,102               27,166             62,029            87,925
Nonsegment expenses                         (19,201 )            (13,546 )          (63,816 )         (47,331 )
Interest expense, net                        (8,180 )             (8,089 )          (23,542 )         (24,466 )
Consolidated earnings before
income taxes                                 50,287               58,698            142,129           184,769
Income tax expense                          (10,841 )             (9,837 )          (24,472 )         (26,025 )
Consolidated net earnings            $       39,446       $       48,861     $      117,657       $   158,744




                                       32

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

                 Three-Months Ended June 30,             Nine-Months Ended June 30,
                 2022                  2021              2022                  2021
Aerospace             14.1 %                15.6 %            15.1 %                16.4 %
Industrial             9.9 %                12.6 %             9.8 %                13.6 %



Aerospace

Aerospace segment net sales increased by $60,800, or 17.8%, to $401,712 for the
third quarter of fiscal year 2022, compared to $340,912 for the third quarter of
fiscal year 2021. Aerospace segment net sales increased by $83,619, or 8.1%, to
$1,110,904 for the first nine-months of fiscal year 2022, compared to $1,027,285
for the first nine-months of fiscal year 2021. The increase in segment net sales
in the third quarter and first nine-months of fiscal year 2022 as compared to
the same periods of the prior fiscal year is primarily due to significantly
higher commercial OEM and aftermarket sales, partially offset by supply chain
disruptions and inefficiencies related to training new members.

Defense OEM sales decreased in the third quarter and first nine-months of fiscal
year 2022 as compared to the same periods of the prior fiscal year, primarily
driven by global supply chain and labor disruptions. Our defense aftermarket
sales decreased in the third quarter and first nine-months of fiscal year 2022
as compared to the same periods of the prior fiscal year, primarily driven by
global supply chain and labor disruptions. However, with the exception of guided
weapons, defense demand remained stable at elevated levels.

As of the third quarter of fiscal year 2022, Aerospace segment net sales were negatively impacted by approximately $55,000 due to global supply chain and labor disruptions.



Aerospace segment earnings increased by $3,399, or 6.4%, to $56,566 for the
third quarter of fiscal year 2022, compared to $53,167 for the third quarter of
fiscal year 2021. Aerospace segment earnings decreased by $1,183, or 0.7%, to
$167,458 for the first nine-months of fiscal year 2022, compared to $168,641 for
the first nine-months of fiscal year 2021.

The increase in Aerospace segment earnings for the third quarter of fiscal year
2022 and the decrease in Aerospace segment earnings for the first nine-months of
fiscal year 2022, in each case as compared to the same period of the prior
fiscal year, was due to the following:
                                                         Three-Month
                                                            Period          Nine-Month Period
Earnings for the period ended June 30, 2021             $       53,167     $           168,641
Sales volume                                                    21,545                  29,262
Price, sales mix and productivity                               (4,981 )               (13,451 )
Manufacturing costs related to hiring and training              (5,581 )               (13,098 )
Annual variable incentive compensation costs                    (2,053 )                (4,608 )
Other, net                                                      (5,531 )                   712
Earnings for the period ended June 30, 2022             $       56,566     $           167,458



The increase in Aerospace segment earnings in the third quarter of fiscal year
2022 as compared to the same period of the prior fiscal year was primarily due
to significantly higher commercial OEM and aftermarket sales, partially offset
by increases in manufacturing costs related to supply chain disruptions and
inefficiencies related to training new members, as well as net inflationary
impacts on material and labor costs. The decrease in Aerospace segment earnings
for the first nine-months of fiscal year 2022 as compared to the same period of
the prior year was primarily due to net inflationary impacts, as well as
increases in manufacturing costs related to supply chain disruptions and
inefficiencies related to hiring and training, partially offset by higher
commercial OEM and aftermarket sales volume. Aerospace segment earnings as a
percentage of segment net sales were 14.1% for the third quarter of fiscal year
2022 and 15.1% for the first nine-months of fiscal year 2022, compared to 15.6%
for the third quarter of fiscal year 2021 and 16.4% for the first nine-months of
fiscal year 2021.

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Industrial



Industrial segment net sales decreased by $3,143, or 1.5%, to $212,620 for the
third quarter of fiscal year 2022, compared to $215,763 for the third quarter of
fiscal year 2021. Industrial segment net sales decreased by $16,477, or 2.5%, to
$631,853 for the first nine-months of fiscal year 2022, compared to $648,330 for
the first nine-months of fiscal year 2021. Foreign currency exchange rates had
an unfavorable impact on segment net sales of $16,422 and $28,824 for the third
quarter and first nine-months 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 third quarter and first
nine-months of fiscal year 2022 was primarily due to lower sales of natural
gas-powered engines in China and unfavorable foreign currency exchange rates,
partially offset by increased marine sales driven by higher utilization of the
in-service fleet as well as greater industrial turbomachinery sales supporting
increasing demand for power generation and process industries.

As of the third quarter of fiscal year 2022, Industrial segment net sales were negatively impacted by approximately $45,000 due to global supply chain and labor disruptions.



Industrial segment earnings decreased by $6,064, or 22.3%, to $21,102 for the
third quarter of fiscal year 2022, compared to $27,166 for the third quarter of
fiscal year 2021. Segment earnings decreased by $25,896, or 29.5%, to $62,029
for the first nine-months of fiscal year 2022, compared to $87,925 for the first
nine-months of fiscal year 2021.

The decrease in Industrial segment earnings for the third quarter and first nine-months of fiscal year 2022 compared to the same periods of the prior fiscal year was due to the following:


                                                         Three-Month
                                                            Period          Nine-Month Period
Earnings for the period ended June 30, 2021             $       27,166     $            87,925
Sales volume                                                     6,380                   4,801
Price, sales mix and productivity                               (2,944 )               (12,196 )
Manufacturing costs related to hiring and training              (1,641 )                (5,369 )
Effects of changes in foreign currency rates                    (3,310 )                (5,186 )
Annual variable incentive compensation costs                      (581 )                (1,676 )
Other, net                                                      (3,968 )                (6,270 )
Earnings for the period ended June 30, 2022             $       21,102     $            62,029


The decrease in Industrial segment earnings in the third quarter was primarily
due to net inflationary impacts on material and labor costs, as well as
increases in manufacturing costs related to supply chain disruptions and
inefficiencies related to training new members, partially offset by higher sales
volume. The decrease in Industrial segment earnings for the first nine-months of
fiscal year 2022 as compared to the same period of the prior year was primarily
due to unfavorable product mix, unfavorable foreign currency impacts, net
inflationary impacts, as well as increases in manufacturing costs related to
supply chain disruptions and inefficiencies related to hiring and training.
Industrial segment earnings as a percentage of segment net sales were 9.9% for
the third quarter and 9.8% for the first nine-months of fiscal year 2022,
compared to 12.6% for the third quarter and 13.6% for the first nine-months of
fiscal year 2021.

Nonsegment

Nonsegment expenses increased by $5,655 to $19,201 for the third quarter of
fiscal year 2022, compared to $13,546 for the third quarter of fiscal year
2021. The increase in nonsegment expenses for the third quarter was primarily a
result of the timing of certain expenses and the return of annual variable
incentive compensation costs. Nonsegment expenses increased by $16,485 to
$63,816 for the first nine-months of fiscal year 2022, compared to $47,331 for
the first nine-months of fiscal year 2021. The increase in nonsegment expenses
in the first nine-months of fiscal year 2022 compared to the same period 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 a non-recurring
matter unrelated to the ongoing operations of the business and certain business
development activities, neither of which occurred in the first nine-months 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,

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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 June 30, 2022, we had total outstanding debt of $766,402 consisting of various series of unsecured notes due between 2023 and 2033 and obligations under our finance leases.



At June 30, 2022, we had $49,200 outstanding on our revolving credit facility,
all of which is classified as short-term borrowings based on our intent and
ability to pay this amount in the next twelve months. Revolving credit facility
and short-term borrowing activity during the nine-months ended June 30, 2022
were as follows:

Maximum daily balance during the period                   $ 208,100
Average daily balance during the period                   $  43,384

Weighted average interest rate on average daily balance 1.99 %






At June 30, 2022, we had additional borrowing availability of $940,684 under our
revolving credit facility, net of outstanding letters of credit, and additional
borrowing availability of $27,387 under various foreign credit facilities.

To our knowledge, we were in compliance with all our debt covenants as of June
30, 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 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 the the first
nine-months of fiscal year 2022, we repurchased 233 shares of our common stock
for $26,742 under the 2019 Authorization. During the first nine-months 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 ending in January 2024 (the "2022
Authorization"). During the first nine-months of fiscal year 2022, we
repurchased 3,441 shares of our common stock for $400,975 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.

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