UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
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 001-39265
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 each exchange on which registered
Common Stock, par value $0.001455 per share
WWD
NASDAQ Global Select Market
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 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 the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of July 29, 2026, 59,045,820 shares of the registrant’s common stock with a par value of $0.001455 per share were outstanding.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
1
Condensed Consolidated Statements of Earnings
Condensed Consolidated Statements of Comprehensive Earnings
2
Condensed Consolidated Balance Sheets
3
Condensed Consolidated Statements of Cash Flows
4
Condensed Consolidated Statements of Stockholders’ Equity
5
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Forward-Looking Statements
Overview
32
Results of Operations
34
Liquidity and Capital Resources
38
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
43
Item 4.
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
44
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
45
Item 6.
Exhibits
Signatures
46
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
June 30,
2026
2025
Net sales
$
1,109,705
915,446
3,196,727
2,571,800
Costs and expenses:
Cost of goods sold
759,799
666,287
2,238,752
1,892,908
Selling, general and administrative expenses
106,465
88,703
303,735
242,241
Research and development costs
49,316
41,088
133,191
108,525
Restructuring charges
9,264
—
16,079
Interest expense
14,827
11,234
37,206
35,464
Interest income
(611
)
(838
(2,027
(3,236
Other income, net
(22,867
(17,864
(60,299
(65,755
Total costs and expenses
916,193
788,610
2,666,637
2,210,147
Earnings before income taxes
193,512
126,836
530,090
361,653
Income tax expense
46,837
18,388
115,683
57,165
Net earnings
146,675
108,448
414,407
304,488
Earnings per share:
Basic earnings per share
2.47
1.82
6.95
5.12
Diluted earnings per share
2.40
1.76
6.76
4.96
Weighted Average Common Shares Outstanding:
Basic
59,445
59,680
59,632
59,442
Diluted
61,018
61,488
61,317
61,374
See accompanying Notes to Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
Other comprehensive earnings:
Foreign currency translation adjustments
(2,076
38,857
(15,998
21,535
Net (loss) gain on foreign currency transactions designated as hedges of net investments
135
(3,555
1,204
(2,204
Taxes on changes in foreign currency translation adjustments
(6
(1,645
1,761
(1,197
Foreign currency translation and hedge transactions adjustments, net of tax
(1,947
33,657
(13,033
18,134
Derivative related other comprehensive earnings:
Unrealized (loss) gain on fair value adjustment of derivative instruments
(656
(35,582
8,521
(26,616
Reclassification of net realized (gain) loss on derivatives to earnings
(870
33,144
(8,127
22,021
Taxes on changes in derivative transactions
489
Derivative adjustments, net of tax
(1,037
(2,438
883
(4,595
Pension and other postretirement medical liability other comprehensive earnings:
Amortization of:
Net prior service cost
134
197
404
589
Net actuarial (gain)
(197
(173
(593
(507
Foreign currency exchange rate changes on pension and other postretirement medical liabilities
411
(278
287
Taxes on changes in pension and other postretirement medical liability adjustments
42
(36
108
(70
Pension and other postretirement benefit plan adjustments, net of tax
(194
399
(359
299
Total comprehensive earnings
143,497
140,066
401,898
318,326
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
ASSETS
Current assets:
Cash and cash equivalents
474,851
327,431
Accounts receivable, less allowance for uncollectible amounts of $15,012 and $9,725, respectively
1,012,481
831,116
Inventories
724,803
654,608
Income taxes receivable
43,880
1,553
Assets held for sale
19,953
Other current assets
62,590
69,706
Total current assets
2,338,558
1,884,414
Property, plant and equipment, net
1,087,764
986,623
Goodwill
893,956
832,288
Intangible assets, net
447,263
428,080
Deferred income tax assets
39,504
118,711
Other assets
389,356
380,027
Total assets
5,196,401
4,630,143
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt
592,426
122,300
Current portion of long-term debt
131,779
122,934
Accounts payable
328,957
289,417
Income taxes payable
65,196
59,655
Accrued liabilities
299,255
313,083
Liabilities held for sale
3,589
Total current liabilities
1,421,202
907,389
Long-term debt, less current portion
617,730
456,968
Deferred income tax liabilities
109,023
107,669
Other liabilities
574,652
591,727
Total liabilities
2,722,607
2,063,753
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
Additional paid-in capital
559,850
482,259
Accumulated other comprehensive losses
(22,924
(10,415
Deferred compensation
1,878
1,741
Retained earnings
3,959,900
3,600,395
4,498,810
4,074,086
Treasury stock at cost, 13,731 shares and 13,060 shares, respectively
(2,023,138
(1,505,955
Treasury stock held for deferred compensation, at cost, 26 shares and 28 shares, respectively
(1,878
(1,741
Total stockholders' equity
2,473,794
2,566,390
Total liabilities and stockholders' equity
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
Cash flows from operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
91,013
84,096
Net loss (gain) on sale/disposal of assets and businesses
7,321
(19,470
Stock-based compensation
28,653
25,490
Deferred income taxes
75,582
(1,504
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed:
Trade accounts receivable
(133,748
(15,296
Unbilled receivables (contract assets)
(70,120
(39,361
Costs to fulfill a contract
4,136
(11,384
(69,515
(63,130
Accounts payable and accrued liabilities
49,495
12,379
Contract liabilities
(11,193
(1,416
Income taxes
(35,468
(25,994
Retirement benefit obligations
(2,764
(2,654
Other
4,138
(8,268
Net cash provided by operating activities
351,937
237,976
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment
(156,337
(78,537
Proceeds from sales of assets
41
Proceeds from sales of investments
81
Proceeds from business divestitures
1,239
48,043
Payments for acquisitions, net of cash acquired
(131,778
2,935
Net cash (used in) investing activities
(286,795
(27,518
Cash flows from financing activities:
Cash dividends paid
(54,902
(48,195
Proceeds from sales of treasury stock
55,070
96,064
Payments for repurchases of common stock
(553,438
(124,276
Borrowings on long-term debt
250,000
Borrowings on revolving lines of credit and short-term borrowings
3,002,740
1,957,900
Payments on revolving lines of credit and short-term borrowings
(2,532,353
(1,821,900
Payments of debt financing costs
(2,583
Payments of long-term debt and finance lease obligations
(75,765
(85,719
Net cash provided by (used in) financing activities
88,769
(26,126
Effect of exchange rate changes on cash and cash equivalents
(6,491
6,557
Net change in cash and cash equivalents
147,420
190,889
Cash and cash equivalents at beginning of year
282,270
Cash and cash equivalents at end of period
473,159
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Stockholders' equity
Accumulated other comprehensive (loss) earnings
Common stock
Unrealized derivative gains (losses)
Minimum retirement benefit liability adjustments
Total accumulated other comprehensive (loss) earnings
Treasury stock at cost
Treasury stock held for deferred compensation
Balances as of April 1, 2025
449,152
(54,652
(7,334
11,508
(50,478
1,763
3,387,846
(1,449,119
(1,763
2,337,507
Other comprehensive earnings (loss), net of tax
31,618
Cash dividends paid ($0.28 per share)
(16,742
Purchase of treasury stock
(44,783
Sales of treasury stock
18,040
28,364
46,404
6,114
Purchases of stock by deferred compensation
(34
Distribution of stock from deferred compensation
(42
Balances as of June 30, 2025
473,306
(20,995
(9,772
11,907
(18,860
1,755
3,479,552
(1,465,538
(1,755
2,468,566
Balances as of April 1, 2026
544,888
(30,036
(3,927
14,217
(19,746
1,918
3,832,274
(1,832,062
(1,918
2,525,460
(3,178
Cash dividends paid ($0.32 per share)
(19,049
Purchases of treasury stock
(198,141
7,432
7,065
14,497
7,530
9
(9
(49
49
Balances as of June 30, 2026
(31,983
(4,964
14,023
Commonstock
Unrealizedderivative gains (losses)
Deferredcompensation
Balances as of September 30, 2024
396,554
(39,129
(5,177
11,608
(32,698
2,662
3,223,259
(1,410,805
(2,662
2,176,416
13,838
Cash dividends paid ($0.81 per share)
32,884
63,009
95,893
Common shares issued for benefit plans
18,378
6,534
24,912
116
(116
(1,023
1,023
Balances as of September 30, 2025
(18,950
(5,847
14,382
(12,509
Cash dividends paid ($0.92 per share)
(553,031
22,650
32,323
54,973
26,288
3,525
29,813
290
(290
(153
153
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of presentation
The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of June 30, 2026 and for the three and nine months ended June 30, 2026 and 2025, included herein, have not been audited by an independent registered public accounting firm. These unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to present fairly Woodward’s financial position as of June 30, 2026, and the statements of earnings, comprehensive earnings, cash flows, and changes in stockholders’ equity for the periods presented herein. The results of operations for the three and nine months ended June 30, 2026 and 2025 are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year. Dollar and share amounts contained in these unaudited Condensed Consolidated Financial Statements are in thousands, except per share amounts, unless otherwise noted.
The unaudited Condensed Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in Woodward’s most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC.
Management is required to use estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures, in the preparation of the unaudited Condensed Consolidated Financial Statements included herein. Significant estimates in these unaudited Condensed Consolidated Financial Statements include allowances for credit losses; net realizable value of inventories; variable consideration including customer rebates earned and payable and early payment discounts; warranty reserves; useful lives of property and identifiable intangible assets; the evaluation of impairments of property, intangible assets, and goodwill; the provision for income tax and related valuation reserves; the valuation of derivative instruments; 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 members, board members and any other eligible recipients; estimates of incremental borrowing rates used when estimating the present value of future lease payments; assumptions used when including renewal options or non-exercise of termination options in lease terms; estimates of total lifetime sales used in the recognition of revenue associated with material rights and balance sheet classification of the related contract liability; estimates of total sales contract costs when recognizing revenue under the cost-to-cost method; and contingencies. Actual results could vary from Woodward’s estimates.
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 December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The purpose of ASU 2023-09 is to provide enhanced annual 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, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): 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
The amount of revenue recognized as point in time or over time was as follows:
Three Months Ended June 30, 2026
Three Months Ended June 30, 2025
Aerospace
Industrial
Consolidated
Point in time
313,537
240,202
553,739
235,566
182,698
418,264
Over time
395,136
160,830
555,966
360,424
136,758
497,182
Total net sales
708,673
401,032
595,990
319,456
Nine Months Ended June 30, 2026
Nine Months Ended June 30, 2025
845,737
675,244
1,520,981
650,576
516,567
1,167,143
1,201,154
474,592
1,675,746
1,001,025
403,632
1,404,657
2,046,891
1,149,836
1,651,601
920,199
Accounts Receivable
Accounts receivable consisted of the following:
June 30, 2026
September 30, 2025
Billed receivables
617,905
477,217
Other (Chinese financial institutions)
104
Total billed receivables
477,321
Current unbilled receivables (contract assets)
409,588
363,520
Total accounts receivable
1,027,493
840,841
Less: Allowance for uncollectible amounts
(15,012
(9,725
Total accounts receivable, net
As of June 30, 2026, “Other assets” on the Condensed Consolidated Balance Sheets included $15,820 of unbilled receivables not expected to be invoiced and collected within a period of 12 months, compared to $10,963 as of September 30, 2025.
Accounts receivable in Woodward’s Condensed Consolidated Financial Statements represent the net amount expected to be collected, and an allowance for uncollectible amounts related to credit losses is established based on expected losses. Expected losses are estimated by reviewing specific customer accounts, taking into consideration accounts receivable aging, credit risk of the customers, and historical payment history, as well as current and forecasted economic conditions and other relevant factors.
The allowance for uncollectible amounts and change in expected credit losses for trade accounts receivable and unbilled receivables (contract assets) consisted of the following:
Three Months Ended June 30,
Balance, beginning
13,107
8,558
9,725
7,738
Changes in estimates
1,733
519
5,183
1,325
Write-offs
(5
(83
(120
Other1
177
(101
187
33
Balance, ending
15,012
8,976
8
Contract liabilities consisted of the following:
Current
Noncurrent
Deferred revenue from material rights from JV formation
7,884
227,996
7,298
229,878
Deferred revenue from advanced invoicing and/or prepayments from customers
31,205
428
14,944
2,115
Liability related to customer supplied inventory
5,613
19,640
Deferred revenue from material rights related to engineering and development funding
7,098
185,744
7,353
199,465
Net contract liabilities
51,800
414,168
49,235
431,458
Woodward recognized revenue of $29,244 in the three months and $52,725 in the nine months ended June 30, 2026 from contract liabilities balances recorded as of October 1, 2025, compared to $5,157 in the three months and $26,275 in the nine months ended June 30, 2025 from contract liabilities balances recorded as of October 1, 2024.
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 June 30, 2026 were $4,117,859, compared to $3,195,156 as of September 30, 2025, the majority of which related to Woodward’s Aerospace segment in both periods. Woodward expects to recognize almost all remaining performance obligations within two years after June 30, 2026.
Remaining performance obligations related to material rights that have not yet been recognized in revenue as of June 30, 2026 were $486,461, of which $3,583 is expected to be recognized in the remainder of fiscal year 2026, $16,757 is expected to be recognized in fiscal year 2027, and the remaining 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 reportable segments, Aerospace and Industrial, and further disaggregates its revenue from contracts with customers by primary market as Woodward believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Woodward focuses 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 repair, maintenance, replacement, and other services support for its installed products. Woodward has traditionally referred to this part of our business as “aftermarket”; however, to better reflect the nature and scope of these offerings, Woodward will now refer to it as “services.”
Revenue by primary market for the Aerospace reportable segment was as follows:
Commercial OEM
234,398
175,226
640,352
496,763
Commercial services
267,849
215,451
788,129
581,162
Defense OEM
140,725
150,358
429,890
401,068
Defense services
65,701
54,955
188,520
172,608
Total Aerospace segment net sales
Revenue by primary market for the Industrial reportable segment was as follows:
Power generation
144,675
122,070
403,385
363,560
Transportation
180,155
128,942
523,377
368,303
Oil and gas
76,202
68,444
223,074
188,336
Total Industrial segment net sales
Based on changes in market dynamics, the Company has refined its Industrial end market presentation to better align certain sales within power generation, transportation, and oil and gas. Accordingly, sales for the three and nine months ended June 30, 2025 have been reclassified for comparability. The reclassification had no impact on total Industrial segment net sales or the Company's financial results.
The customers who each account for approximately 10% or more of net sales of each of Woodward’s reportable segments were as follows:
RTX Corporation, GE Aerospace, The Boeing Company
Rolls-Royce PLC, Caterpillar, Inc.
Rolls-Royce PLC, Caterpillar, Inc., Wärtsilä
GE Aerospace, The Boeing Company, RTX Corporation
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.
The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:
Numerator:
Denominator:
Basic shares outstanding
Dilutive effect of stock options; restricted and performance stock units
1,573
1,808
1,685
1,932
Diluted shares outstanding
Income per common share:
The following stock option grants and restricted stock awards were outstanding but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive:
Restricted stock and option awards
17
20
Weighted-average price
391.53
193.09
185.74
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:
Weighted-average treasury stock shares held for deferred compensation obligations
28
30
10
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.
Lease-related assets and liabilities were as follows:
Classification on the Condensed Consolidated Balance Sheets
Assets:
Operating lease
22,794
25,274
Finance lease
Property, plant, and equipment, net
2,114
2,896
Total lease assets
24,908
28,170
5,428
5,465
1,075
1,032
Noncurrent liabilities:
18,115
20,199
1,122
1,902
Total lease liabilities
25,740
28,598
Lease-related expenses were as follows:
Operating lease expense
1,937
1,913
5,990
5,608
Amortization of finance lease assets
242
727
725
Interest on finance lease liabilities
27
39
91
125
Variable lease expense
373
219
1,275
787
Short-term lease expense
139
51
343
159
Total lease expense
2,718
2,464
8,426
7,404
Lease-related supplemental cash flow information was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
4,812
4,456
Operating cash flows for finance leases
Financing cash flows for finance leases
772
720
Right-of-use assets obtained in exchange for recorded lease obligations:
Operating leases
2,608
4,902
Finance leases
1,171
Lessor arrangements
Woodward has assessed its manufacturing contracts and concluded that certain 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 are substantially (more than 90%) dedicated to the manufacturing of the product(s) for a single customer. Woodward has dedicated manufacturing lines with three of its customers representing embedded leases, all of which qualified as operating leases with undefined quantities of future customer purchase commitments.
11
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 June 30, 2026. 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.
Revenue from contracts with customers that included embedded operating leases, which are included in “Net sales” in the Condensed Consolidated Statements of Earnings, was $1,018 for the three months and $3,060 for the nine months ended June 30, 2026, compared to $989 for the three months and $2,926 for the nine months ended June 30, 2025.
The carrying amount of property, plant, and equipment leased to others through embedded leasing arrangements, included in “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets, was as follows:
Property, plant, and equipment
41,368
41,593
Less accumulated depreciation
(31,961
(29,110
9,407
12,483
Note 6. Joint venture
In fiscal year 2016, Woodward and GE consummated the formation of a strategic joint venture (the “JV”). For purposes of the JV, GE has been acting through GE Aerospace since April 2024. The JV was formed to develop, manufacture, and support fuel systems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of 50,000 pounds. 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, and transactions between Woodward and the JV are included in our Aerospace segment.
Unamortized deferred revenue recorded in connection with the JV formation included:
Amortization of the deferred gain recognized as an increase to net sales was $2,074 for the three months and $6,190 for the nine months ended June 30, 2026, and $1,717 for the three months and $4,347 for the nine months ended June 30, 2025.
Other income related to Woodward’s equity interest in the earnings of the JV was as follows:
Other income
14,761
11,221
45,697
32,763
Cash distributions to Woodward from the JV, recognized in “Other, net” in “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows, were as follows:
Cash distributions
17,600
9,000
43,100
30,000
Net sales to the JV were as follows:
28,564
22,551
84,339
67,517
Woodward net sales included a reduction of $22,752 for the three months and $65,653 for the nine months ended June 30, 2026, compared to $18,723 for the three months and $53,892 for the nine months ended June 30, 2025, related to royalties associated with the contributed IP owed to the JV by Woodward on sales by Woodward directly to third-party services customers.
12
The Condensed Consolidated Balance Sheets included “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:
Accounts receivable
5,028
5,377
8,827
8,370
25,666
23,069
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 June 30, 2026
At September 30, 2025
Level 1
Level 2
Level 3
Total
Financial assets:
Investments in money markets and depository accounts
16,220
30,256
Equity securities
43,526
37,846
Total financial assets
59,746
68,102
Financial liabilities:
Cross-currency interest rate swaps
18,376
27,406
Total financial liabilities
Investments in money markets and depository accounts: The Company sometimes invests 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 in earnings. The carrying value of Woodward’s investments in money markets and depository accounts 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, net” on the Condensed Consolidated Statements of Earnings. The trading securities are included in “Other assets” in the Condensed 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.
13
The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:
Fair ValueHierarchyLevel
EstimatedFair Value
CarryingCost
Notes receivable from municipalities
5,186
5,105
5,444
5,392
Liabilities:
Long-term debt
734,915
750,014
566,582
580,547
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 Woodward 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 3.1% at June 30, 2026 and 3.0% at September 30, 2025.
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 June 30, 2026 and 4.2% at September 30, 2025.
Woodward does not have expected credit losses related to any financial assets that are not required to be remeasured at fair value.
Note 8. Derivative instruments and hedging activities
Derivative instruments not designated or qualifying as hedging instruments
In May 2020, Woodward entered into 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 interest rates on the underlying fixed-rate debt under the 2018 Notes (as defined in 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 Woodward’s most recently filed Form 10-K) and Woodward’s then existing revolving credit agreement. The net interest income of the 2020 Fixed-Rate Cross-Currency Swaps is recorded as a reduction to “Interest expense” in Woodward’s Condensed Consolidated Statements of Earnings. The total notional value of the 2020 Fixed-Rate Cross-Currency Swaps was $315,000 at June 30, 2026. See Note 7, Financial instruments and fair value measurements for the related fair value of the derivative instruments as of June 30, 2026.
Derivative instruments in cash flow hedging relationships
In May 2020, Woodward entered into five U.S. 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 Woodward Barbados Euro Financing SRL ("Euro Barbados"), a wholly owned subsidiary of Woodward, 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 for future principal and interest payments associated with the U.S. dollar denominated intercompany loans over a 13 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 other comprehensive income ("OCI") and reclassified to foreign currency transaction gain or loss included in “Selling, general and administrative expenses” in Woodward’s Condensed 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 U.S. 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.
14
Derivative 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 were a net foreign exchange gain of $135 for the three months and a foreign exchange gain of $1,205 for the nine months ended June 30, 2026, compared to a net foreign exchange loss of $3,555 for the three months and a foreign exchange loss of $2,204 for the nine months ended June 30, 2025.
Impact of derivative instruments designated as qualifying hedging instruments
The following table discloses the amounts recognized in relation to the cash flow hedges designated as qualifying hedging instruments:
Three months ended June 30,
Nine months ended June 30,
Derivatives in:
Location
(Gain) loss reclassified from accumulated OCI into earnings
(Gain) loss recognized in accumulated OCI
656
35,582
(8,521
26,616
The remaining unrecognized gains and losses in Woodward’s Condensed Consolidated Balance Sheets associated with derivative instruments that were previously entered into by Woodward, which are classified in accumulated OCI, were net losses of $5,436 as of June 30, 2026 and $5,830 as of September 30, 2025.
Note 9. Supplemental statement of cash flows information
Interest paid
30,901
30,484
Income taxes paid
73,014
90,144
Income tax refunds received
3,158
4,118
Non-cash activities:
Purchases of property, plant and equipment on account
7,183
5,672
Common shares issued from treasury to settle benefit obligations
Receivables related to business acquisitions and divestitures
4,011
Note 10. Acquisitions, Assets and Liabilities held for sale, and Divestitures
Acquisitions
On April 1, 2026, Woodward acquired 100% of the outstanding equity interests of Jet Research Development, Inc., doing business as Valve Research & Manufacturing Company, a Florida-based manufacturer of high-precision flow control valves for aerospace applications ("Valve Research Acquisition") for total consideration of $120,702, net of cash acquired, subject to net working capital adjustments to be finalized in the fourth quarter of fiscal year 2026, and financed through existing cash balances. The Valve Research Acquisition, included within the Aerospace reportable segment, adds precision electromagnetic valve solutions, including solenoid valves, check valves, and relief valves to Woodward’s comprehensive aerospace controls capabilities. It also provides new growth opportunities across commercial and defense aerospace OEM applications, including Next Generation Single Aisle programs. Solenoid technology for precision flow control plays a vital role in both current and future defense and commercial aircraft programs. The Company incurred acquisition-related costs of $2,353 in fiscal year 2026 that were expensed as incurred and recorded in "Selling, general and administrative expenses" within the Condensed Consolidated Statements of Earnings.
15
The following table presents the preliminary fair‑value determinations of the assets acquired and liabilities assumed as of April 1, 2026:
7,026
7,533
13,123
69,314
Intangible assets
35,700
Other noncurrent assets
144
Total assets acquired
132,840
Current liabilities assumed
918
Noncurrent liabilities assumed
11,220
Total liabilities acquired
12,138
Net assets acquired
120,702
The identifiable intangible assets include customer relationships and technology, which will amortize over their estimated useful lives of 15 years using the straight-line method. The majority of the goodwill is not deductible for tax purposes and represents the estimated value of the acquired workforce and expanded sales opportunities on the next generation of aircraft. As of June 30, 2026, the purchase accounting is subject to final adjustment, primarily for working capital adjustments, amounts allocated to goodwill, and tax balances.
The Company has not presented pro forma results because the Valve Research Acquisition was not deemed significant.
On July 21, 2025, the Company acquired 100% of the outstanding equity interests of Safran Electronics and Defense Canada, Inc. and certain net assets of Safran’s electro-mechanical actuation business in the United States and Mexico (“Safran Acquisition”) for total consideration of $40,286, net of cash acquired and after net working capital adjustments. The Safran Acquisition, included within the Aerospace reportable segment, expands the Company’s electromechanical actuation portfolio and was financed through existing cash balances. The Company incurred acquisition-related costs of $9,348 in fiscal year 2025 that were expensed as incurred and recorded in "Selling, general and administrative expenses" within the Condensed Consolidated Statement of Earnings.
During the first quarter of fiscal year 2026, the Company substantially completed its evaluation of the fair value of assets acquired and liabilities assumed related to the Safran Acquisition. The following table presents the preliminary fair‑value determinations of the assets acquired and liabilities assumed as of July 21, 2025:
6,103
11,833
3,125
6,945
17,462
4,527
49,995
4,447
588
Income tax payable
189
Other noncurrent liabilities
4,485
9,709
During the first quarter of fiscal year 2026, we made certain measurement period adjustments to the acquired assets and the assumed liabilities due to clarification of information utilized to determine fair value during the measurement period. The measurement period adjustment was a working capital adjustment that resulted in the reduction of goodwill.
The majority of the goodwill is expected to be deductible for tax purposes and represents the estimated value of the acquired workforce, expanded sales opportunities on the next generation of aircraft, and other synergies expected from the integration of the Safran Acquisition with Woodward’s Aerospace segment. As of June 30, 2026, the purchase accounting is subject to final adjustment, primarily for working capital adjustments, amounts allocated to goodwill, and tax balances.
16
Assets and Liabilities held for sale
On April 15, 2026, Woodward entered into a definitive agreement to sell the Aerospace pilot controls product line to ONTIC Engineering and Manufacturing, Inc. for $180,000, subject to purchase price adjustments. The agreement for the sale of the product line is expected to result in an accounting gain and close in fiscal year 2027, subject to regulatory approvals.
The following table presents balance sheet information of the pilot controls product line as of June 30, 2026:
Unbilled receivables
16,910
3,043
Current liabilities
1,386
2,203
Divestitures
The Company periodically reviews its business and from time to time may sell businesses, assets, or product lines as part of business rationalization. Any gain or loss recognized due to divestitures is recorded within the line item “Other income, net” in the Condensed Consolidated Statements of Earnings.
In connection with certain product rationalization activities, during the nine months ended June 30, 2025, the Company sold certain product lines and its heavy-duty gas turbine combustion parts product line, included in the Industrial segment, to third parties. The Company received cash proceeds of $48,043 and recognized a pretax gain of $20,524 during the nine months ended June 30, 2025.
Note 11. Inventories
Raw materials
222,167
192,373
Work in progress
187,050
163,275
Component parts(1)
417,344
382,650
Finished goods
120,001
102,746
Customer supplied inventory
On-hand inventory for which control has transferred to the customer
(227,372
(206,076
Note 12. Property, plant, and equipment
Land and land improvements
109,229
95,172
Buildings and building improvements
645,588
626,144
Leasehold improvements
15,452
15,900
Machinery and production equipment
917,660
885,473
Computer equipment and software
122,624
116,706
Office furniture and equipment
44,323
43,312
33,575
33,591
Construction in progress
192,622
111,580
2,081,073
1,927,878
(993,309
(941,255
Woodward had depreciation expense as follows:
Depreciation expense
22,501
21,482
66,679
63,238
Note 13. Goodwill
Acquisition
Reduction from Working Capital Adjustment
Effects of Foreign Currency Translation
473,779
(931
542,167
358,509
(6,720
351,789
(6,715
During the nine months ended June 30, 2026, a working capital adjustment was made that resulted in a reduction of goodwill of $931 in relation to the Safran Acquisition. On April 1, 2026, Woodward completed the acquisition of Valve Research (see Note 10, Acquisitions, Assets and Liabilities held for sale, and Divestitures), which resulted in the recognition of $69,314 in goodwill in the Company’s Aerospace segment.
Note 14. Intangible assets, net
GrossCarryingValue
AccumulatedAmortization
NetCarryingAmount
Intangible assets with finite lives:
Customer relationships and contracts:
292,483
(255,007
37,476
281,683
(251,109
30,574
391,843
(137,782
254,061
401,778
(125,909
275,869
684,326
(392,789
291,537
683,461
(377,018
306,443
Intellectual property:
11,893
(149
11,744
3,139
(3,139
15,032
(3,288
Process technology:
69,470
(41,850
27,620
44,570
(40,973
3,597
89,709
(39,619
50,090
87,640
(37,610
50,030
159,179
(81,469
77,710
132,210
(78,583
53,627
Intangible asset with indefinite life:
Trade name:
66,272
68,010
Total intangibles:
373,846
(297,006
76,840
326,253
(292,082
34,171
550,963
(180,540
370,423
560,567
(166,658
393,909
Consolidated Total
924,809
(477,546
886,820
(458,740
Woodward recorded amortization expense associated with intangibles of the following:
Amortization expense
9,568
7,172
24,334
20,858
18
Future amortization expense associated with intangibles is expected to be:
Year Ending September 30:
2026 (Remaining)
8,448
2027
32,458
2028
32,109
2029
31,204
2030
31,176
Thereafter
245,596
380,991
Note 15. Credit facilities, short-term borrowings, and long-term debt
As of June 30, 2026, Woodward’s short-term borrowings and availability under its various short-term credit facilities were as follows:
Total availability
Outstanding letters of credit and guarantees
Banker acceptance notes issued
Outstandingborrowings
Remainingavailability
Revolving credit facility
1,000,000
(7,964
(592,426
399,610
Foreign lines of credit and overdraft facilities
25,600
(45
25,555
Foreign performance guarantee facilities
1,025,633
(8,009
425,198
As of May 27, 2026, Woodward maintained a revolving credit agreement dated as of October 21, 2022 (the “Second Amended and Restated Revolving Credit Agreement”). On May 28, 2026 Woodward amended the Second Amended and Restated Revolving Credit Agreement (such amended agreement, the "Third Amended and Restated Revolving Credit Agreement") to, among other things continue the commitments of the lenders thereunder to make revolving loans in an aggregate principal amount of up to $1,000,000 and extend the termination date of the revolving loan commitments of all the lenders from October 21, 2027 to May 28, 2031.
Woodward is a party to the Third Amended and Restated Revolving Credit Agreement with certain foreign subsidiaries party thereto from time to time as borrowers, a syndicate of lenders, and Wells Fargo Bank, National Association, as administrative agent. Pursuant to the Third Amended and Restated Revolving Credit Agreement, the lenders party thereto have agreed to extend revolving loans and letters of credit to Woodward and certain of its foreign subsidiaries in an aggregate amount not to exceed $1,000,000. Borrowings under the Third Amended and Restated Revolving Credit Agreement 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%.
As of June 30, 2026 there were $592,426 in principal amount of borrowings outstanding, at an effective interest rate of 4.73% under the Third Amended and Restated Revolving Credit Agreement. As of June 30, 2026, all of borrowings outstanding were classified as short‐term borrowings based on Woodward’s intent and ability to pay this amount in the next twelve months. As of September 30, 2025, there were $122,300 in principal borrowings outstanding at an effective interest rate of 5.41% under the Second Amended and Restated Revolving Credit Agreement.
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. There were no borrowings outstanding on Woodward’s foreign lines of credit and foreign overdraft facilities as of June 30, 2026 and September 30, 2025.
Term loan credit agreement
On May 28, 2026, Woodward entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) which provided the Company with a $250,000 term loan facility. On the same date, the Company borrowed the term loans under
19
the Term Loan Credit Agreement in a principal amount of $250,000, and used the net proceeds therefrom for working capital and other general corporate purposes. The Term Loan Credit Agreement, and the loans extended thereunder, will mature on May 28, 2031. Amounts outstanding under the Term Loan Credit Agreement generally bear interest at adjusted term SOFR plus 0.875% to 1.75%, which is due quarterly in arrears. The Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant regarding maximum leverage ratio, and events of default. The Term Loan Credit Agreement also includes customary conditions precedent to the making of loans thereunder. Upon the occurrence of a Default (as defined in the Term Loan Credit Agreement), all amounts outstanding under the Term Loan Credit Agreement, including principal, accrued interest, and any other fees may, and in the case of certain bankruptcy-related Defaults will, be accelerated and become immediately due and payable.
Series I and L Notes
On November 17, 2025, Woodward paid the entire principal balance of $75,000 on the Series I and L Notes using proceeds from borrowings under its existing revolving credit facility.
Note 16. Accrued liabilities
Salaries and other member benefits
155,063
175,110
Product warranties and related liabilities
19,733
25,504
Interest payable
4,411
10,211
Accrued restructuring
4,479
Accrued retirement benefits
2,914
2,986
Accrued cross-currency swap derivative liability
3,903
Net current contract liabilities
Taxes, other than income
13,640
15,367
34,670
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:
Beginning of period
18,885
20,946
18,844
Additions, net of recoveries
5,316
9,091
10,792
18,437
Reductions for settlement
(4,471
(3,048
(16,522
(10,092
Foreign currency exchange rate changes
294
(41
94
End of period
27,283
On January 12, 2026, the Company approved a plan to wind-down its on-highway natural gas truck manufacturing operations in China (the “China OH Business”). This decision follows prior unsuccessful efforts to divest the China OH Business and is a strategic step to align the Industrial segment portfolio with priority end-markets and long-term growth opportunities. In connection with this action, the Company has incurred restructuring charges of $14,206 in the nine months ended June 30, 2026 related to severance, equipment relocation, accelerated depreciation, and inventory write-offs. We do not expect to incur any additional significant charges in the remainder of fiscal year 2026, as the wind-down is expected to be substantially completed. All of the restructuring charges recorded during fiscal year 2026 were recorded as nonsegment expenses and are expected to be paid within twelve months.
On March 31, 2026, the Company announced a plan to relocate the servo valve production line from the Santa Clarita facility in California to the Rockford facility in Illinois, following an ongoing operational review (the "Servo valve transition"). The decision was based on sustained performance issues at the Santa Clarita facility, including recurring quality deficiencies, elevated cost of poor quality, and excess inventory, as compared with stronger performance at the Rockford facility in
delivery, quality, and first-pass yield. In connection with this action, the Company has incurred $1,873 of restructuring related charges in the nine months ended June 30, 2026. In addition to the restructuring charges recognized in the first nine months of fiscal year 2026, the Company anticipates incurring additional costs associated with the transition such as expenses associated with equipment relocation, accelerated depreciation, and inventory write-offs over the coming year. The Company anticipates these additional expenses, which are expected to be approximately $15,000 in total, will be substantially complete by the end of calendar year 2027. All of the restructuring charges recorded during fiscal year 2026 were recorded as nonsegment expenses and are expected to be paid within twelve months.
Period Activity
Charges
Payments
Non-cashactivity
Restructuring costs associated with:
China On-Highway Business:
Employee-related costs for severance and other benefits
6,057
(2,836
(255
2,966
Inventory write-downs
3,836
(3,836
Property, plant, and equipment write-downs
4,005
(4,005
308
(308
Servo-valve transition:
1,513
360
(360
(3,504
(8,096
Note 17. Other liabilities
Net accrued retirement benefits, less amounts recognized within accrued liabilities
92,672
88,112
Total unrecognized tax benefits
20,929
12,130
Deferred economic incentives (1)
5,244
6,158
Noncurrent operating lease liabilities
Net noncurrent contract liabilities
Cross-currency swap derivative liability, less amounts recognized within accrued liabilities
14,473
9,051
6,264
Note 18. Other income, net
Equity interest in the earnings of the JV
(14,762
(11,221
(45,697
(32,763
Net (gain) loss on sales of assets and businesses
(257
579
(221
Net gain on investments in deferred compensation program
(4,173
(3,243
(3,411
(2,110
Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense
(3,380
(3,365
(9,932
(10,004
(295
(614
(1,038
(1,408
21
Note 19. Income taxes
The determination of the estimated annual effective tax rate is based upon a number of significant estimates and judgments. In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates, tax laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, issuance of future guidance, interpretation, and rule-making, and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:
Effective tax rate
24.2
%
14.5
21.8
15.8
The increases in the effective tax rates for the three months ended June 30, 2026 and the nine months ended June 30, 2026 compared to the same periods of the prior fiscal year were primarily attributable to the current year elimination of the U.S. intangible income tax benefit due to the one-time reversal of research costs previously capitalized, an increase in U.S. taxes on foreign earnings, a decrease in the tax benefit from stock-based compensation, a reduction to the U.S. Federal Research and Development Credit, and unfavorable state tax law changes.
Gross unrecognized tax benefits were $27,146 as of June 30, 2026 and $17,271 as of September 30, 2025. At June 30, 2026, the amount of the liability for unrecognized tax benefits that, if recognized, would impact Woodward’s effective tax rate was $16,420. At this time, Woodward believes it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $1,646 in the next 12 months due to the completion of review by tax authorities, lapses of statutes, and the settlement of tax positions. Woodward’s tax expense includes accruals for potential interest and penalties related to unrecognized tax benefits and all other interest and penalties related to tax payments.
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 2022 and thereafter. Woodward’s fiscal years remaining open to examination for significant U.S. state income tax jurisdictions include fiscal years 2020 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 member location.
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 Saving Plan accounts. Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 78 shares of common stock for a value of $29,813 in the second quarter of fiscal year 2026, compared to a total of 126 shares of common stock for a value of $24,058 in the second quarter of fiscal year 2025.
Defined contribution plans
Most of the Company’s U.S. members are eligible to participate in the U.S. defined contribution plan. The U.S. defined contribution plan allows members to defer part of their annual income for income tax purposes into their personal 401(k) accounts. The Company makes matching contributions to eligible member accounts, which are also deferred for member personal income tax purposes. Certain non-U.S. members are also eligible to participate in similar non-U.S. plans.
The amount of expense associated with defined contribution plans was as follows:
Company costs
16,198
14,032
47,444
40,002
22
Defined benefit plans
Woodward has defined benefit plans that provide pension benefits for certain retired members in the United States, the United Kingdom, Japan, and Germany. Woodward also provides other postretirement benefits to its members including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to certain current and retired members and their covered dependents, and beneficiaries in the United States. Life insurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current members. 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.
U.S. GAAP requires that, for obligations outstanding as of September 30, 2025, the funded status reported in interim periods shall be the same asset or liability recognized in the previous year end statement of financial position adjusted for (a) subsequent accruals of net periodic benefit cost that exclude the amortization of amounts previously recognized in other comprehensive income (for example, subsequent accruals of service cost, interest cost, and return on plan assets) and (b) contributions to a funded plan or benefit payments.
The components of the net periodic retirement pension costs recognized were as follows:
United States
Other Countries
Service cost
199
229
333
367
532
596
Interest cost
1,769
1,719
765
2,556
2,484
Expected return on plan assets
(2,618
(2,748
(637
(639
(3,255
(3,387
Net actuarial loss (gain)
(118
(106
(84
(63
Prior service cost
128
191
Net periodic retirement pension (benefit) cost
(488
(566
371
393
(117
Contributions paid
271
281
597
688
1,006
1,058
1,603
1,746
5,309
5,156
2,366
2,210
7,675
7,366
(7,853
(8,244
(1,913
(1,857
(9,766
(10,101
102
(357
(304
(176
386
572
(1,459
(1,700
1,120
1,124
(339
(576
1,383
1,155
The components of net periodic retirement pension costs other than the service cost and interest cost components are included in the line item “Other income, net”, and the interest component is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings.
The components of the net periodic other postretirement benefit costs recognized were as follows:
179
538
Net actuarial gain
(113
(110
(338
(331
Net periodic other postretirement cost
64
69
194
207
370
398
1,161
1,192
The components of net periodic other postretirement benefit costs other than the service cost and interest cost components are included in the line item “Other income, net”, and the interest cost is included in the line item “Interest expense” in the Condensed Consolidated Statements of Earnings.
23
The amount of cash contributions made to these plans in any year is dependent upon several factors, including minimum funding requirements in the jurisdictions in which Woodward operates and arrangements made with trustees of certain foreign plans. As a result, the actual funding in fiscal year 2026 may differ from the current estimate. Woodward estimates its remaining cash contributions in fiscal year 2026 will be as follows:
Retirement pension benefits:
433
United Kingdom
Japan
Germany
328
Other postretirement benefits
1,218
Note 21. Stockholders’ equity
Common stock and treasury stock
Activity in common stock and treasury stock shares was as follows:
Common Stock
Treasury Stock
72,960
(13,380
(30
(231
626
(12,985
(29
(13,367
(27
(520
156
(13,731
(26
(13,787
(680
1,351
131
(1
(13,060
(28
(1,606
857
78
Stock repurchase program
In January 2024, the Board of Directors of the Company (the "Board") authorized a 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
24
over a three-year period ending in January 2027 (the “2024 Authorization”). During the nine months ended June 30, 2026, Woodward repurchased 153 shares of its common stock for $39,145 under the 2024 Authorization, all held for reissuance. During the nine months ended June 30, 2025, Woodward repurchased 680 shares of its common stock for $124,276 under the 2024 Authorization, all held for reissuance.
In November 2025, Woodward completed the 2024 Authorization, and subsequently the Board authorized a new program for the repurchase of up to $1,800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in November 2028 (the "2026 Authorization"). During the nine months ended June 30, 2026, Woodward repurchased 1,453 shares of its common stock for $513,886 under the 2026 Authorization, all held for reissuance.
Provisions governing non-qualified stock option awards ("stock options" or "options"), 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”).
The 2017 Plan was first approved by Woodward’s stockholders in January 2017. 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. 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.
The following is a summary of the activity for stock option awards:
Number of options
Weighted-Average Exercise Price per Share
Beginning balance
1,671
97.33
2,249
91.25
Granted
Exercised
(154
94.58
(748
85.11
Forfeited
(2
153.18
(3
141.26
Ending balance
1,515
97.53
Changes in non-vested stock options were as follows:
Weighted-Average Grant Date Fair Value per Share
Weighted-Average Grant Date Fair Value Per Share
233
55.26
473
43.40
173.79
Vested
(19
39.51
(276
41.10
65.28
59.81
212
56.57
25
Information about stock options that have vested, or are expected to vest, and are exercisable at June 30, 2026 was as follows:
Weighted-Average Exercise Price
Weighted-Average Remaining Life in Years
Aggregate Intrinsic Value
Options outstanding
4.6
497,030
Options vested and exercisable
1,304
91.73
4.2
435,081
Options vested and expected to vest
1,509
97.06
495,621
Restricted stock units
The Company generally grants RSUs to eligible employees under its form RSU Agreement for Employees and Consultants (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 generally 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 is 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
236
213.07
309
148.31
370.25
377.82
Released
175.70
(135
139.97
206.55
(4
158.71
234
215.00
Performance restricted stock units
PSUs represent the right to receive a share of the Company’s common stock subject to the achievement of conditions established by the Human Capital & Compensation Committee of the Board and measured over a three-year performance period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. The Company awards two types of PSUs, one of which is subject to a market condition (the “rTSR PSUs”) and the other is subject to a performance condition (the “ROIC PSUs”). Subject to the terms of the applicable award agreement, full or partial vesting in these awards may occur upon or after separation from the Company in certain circumstances.
Market condition awards
The market condition associated with the rTSR PSU 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. For rTSR PSUs granted prior to September 30, 2025, performance below or above target can result in an issuance of between 0% to 150% of the target number of rTSR PSUs granted. For rTSR PSUs granted after September 30, 2025, performance below or above target can result in an issuance of 0% to 200% of the target number of rTSR 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.
26
The fair value of the rTSR PSUs at the grant date was determined based upon a Monte Carlo valuation method. The assumptions used in the Monte Carlo method to value the rTSR PSUs granted, which includes the grant date fair value outcome from the Monte Carlo method, were as follows:
June 30, 2025
June 30, 2024
Expected volatility
30.7
30.9
30.2
Risk free interest rate
3.4
4.1
4.5
Expected life
3 years
Grant date fair value
367.56
196.63
146.47
The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends.
A summary of the activity for market condition awards:
167.17
119
193.29
There was no activity for market condition awards during the three months ended June 30, 2026.
Performance condition awards
The performance condition associated with the ROIC PSU awards is based on an internal return on invested capital growth metric. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0% to 200% of the target number of shares granted.
The fair value on the date of grant of the ROIC PSUs is equal to the market price of the Company’s stock at the date of the grant, and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition.
A summary of the activity for performance condition awards:
298.15
There was no activity for performance condition awards during the three months ended June 30, 2026.
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 stated 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 the stated vesting period, including immediate recognition of stock-based compensation expense on the date of grant.
At June 30, 2026, there was approximately $36,789 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including stock options, RSUs, and PSUs. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0% for members of the Board and 7.2% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years.
Note 22. Commitments and contingencies
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 Condensed 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.
Under the Company’s severance and change in control agreements with its current corporate officers, Woodward would be required to pay termination benefits to any such officer if such officer’s employment is terminated without Cause or for Good Reason (as each term is defined therein). The amount of such benefits would vary depending on whether such termination occurs during a specified period within a change of control.
Note 23. Segment information
Woodward’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, Woodward has two reportable segments that are also its operating segments: Aerospace and Industrial, as described below in further detail. Woodward uses segment information internally to manage its business, including the assessment of segment performance and decisions for the allocation of resources between segments.
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.
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.
Nonsegment expenses consist of corporate office expenses, including compensation, benefits, depreciation, restructuring charges, and other administrative costs.
The accounting policies of the reportable segments are the same as those of the Company. The Aerospace and Industrial segments maintain separate financial information that is reviewed by the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on reportable segment operating profit. 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 unusual and/or non-operationally related expenses.
A summary of consolidated net sales and segment operating profit by segment follows:
489,027
269,090
758,117
1,448,885
787,523
2,236,408
34,235
29,721
63,956
90,766
99,998
190,764
32,724
14,674
47,398
84,158
43,852
128,010
Other segment items1
(17,333
(937
(18,270
(53,408
(2,736
(56,144
Reportable segment operating profit
170,020
88,484
258,504
476,490
221,199
697,689
436,516
229,166
665,682
1,219,331
671,789
1,891,120
21,353
30,221
51,574
62,318
78,138
140,456
25,732
13,832
39,564
64,583
39,470
104,053
(13,351
(1,385
(14,736
(39,712
(2,984
(42,696
125,740
47,622
173,362
345,081
133,786
478,867
A summary of consolidated earnings before income taxes was as follows:
Nonsegment expenses
(50,776
(36,130
(132,420
(84,986
Interest expense, net
(14,216
(10,396
(35,179
(32,228
Consolidated earnings before income taxes
Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other intangibles, net. A summary of consolidated total assets was as follows:
Segment assets:
2,529,518
2,110,805
1,507,634
1,501,503
Unallocated corporate property, plant, and equipment, net
129,115
120,502
Other unallocated assets
1,030,134
897,333
Consolidated total assets
A summary of consolidated capital expenditures was as follows:
Segment capital expenditures:
115,069
32,188
28,783
21,786
Unallocated corporate amounts
12,485
24,563
Consolidated capital expenditures
156,337
78,537
29
A summary of consolidated depreciation and amortization was as follows:
Segment depreciation and amortization:
15,742
13,198
42,039
38,539
12,837
12,476
38,746
36,591
3,490
2,980
10,228
8,966
Consolidated depreciation and amortization
32,069
28,654
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q (this "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:
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, but are not limited to, risk factors described in Woodward's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended September 30, 2025, which was filed on November 25, 2025, and other risks described in Woodward’s filings with the Securities and Exchange Commission.
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.
OVERVIEW
Global Business Conditions
As global trade dynamics continue to evolve, the impact of increased trade tensions and related tariffs with U.S. trading partners remains a key factor in shaping global economic activity, supply chains, and market stability. Future tariff adjustments may emerge as countries negotiate trade agreements, respond to geopolitical shifts, and address the challenges of inflation and global competition. We expect increased cost pressure resulting from the already announced tariffs, and there are uncertainties surrounding future tariff policy changes and enforcement. However, the Company’s production and supply bases are largely in the same regions where our products are sold, which we believe will mitigate our exposure. Woodward is closely tracking costs from our supply base and customer forecasts regarding the potential impact of currently announced tariff levels, changes to such levels, and actual and potential retaliatory trade actions. We have experienced and are expecting cost pressure as a result of the implemented tariffs. We are proactively working to mitigate this cost pressure, potential sales risks, and potential supply chain disruptions.
On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute, although it did not establish a process for recovery. Subsequent cases were filed after the U.S. Supreme Court ruling, which resulted in an order requiring U.S. Customs and Border Protection (“CBP”) to establish an administrative process through which applicable tariffs could be recovered. The Company is the importer of record for certain merchandise that was previously subject to such tariffs under IEEPA. The CBP administrative process went live on April 20, 2026. The Company has filed refund claims for tariffs previously paid and expects to recognize such refunds as they are received. A portion of refund payments have already been recovered, but the timing and amount of overall recovery remain subject to the applicable administrative process and the outcome of the refund claims. The impact on financial statements cannot be accurately estimated at this time. The Company continues to evaluate its rights and remedies and is monitoring the status of its refund claims.
The United States-Iran Conflict
In March 2026, in response to the military conflict between the United States and Iran, the North Atlantic Treaty Organization (“NATO”) members (including the United States) announced targeted economic sanctions on Iran and Iranian enterprises. Fluctuations in oil prices resulting from the conflict have the potential to significantly disrupt global supply chains, increase production costs, and create economic uncertainty. The impact of any additional sanctions, trade restrictions, or limitations on oil supply remain uncertain due to the fluid nature of the military conflict as it is unfolding. 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. In addition, we are monitoring uncertainties in the geopolitical environment and the extent to which they could impact airline traffic and/or defense spending levels in the U.S. and other countries. If such impacts occur, we expect the significant impacts to us would likely begin in fiscal year 2027. The Company has not identified information indicating a decline in airline traffic during the first nine months of fiscal year 2026.
China Wind-Down
On January 12, 2026, the Company approved a plan to wind-down its on-highway natural gas truck manufacturing operations in China (the “China OH Business”). This decision follows prior unsuccessful efforts to divest the China OH Business and is a strategic step to align the Industrial segment portfolio with priority end-markets and long-term growth opportunities. The China OH Business has not significantly contributed to the Company's overall financial performance on a consistent basis.
In connection with this action, we have incurred restructuring charges of $14,206 in the nine months ended June 30, 2026 and do not expect to incur any additional significant charges in the remainder of fiscal year 2026, as the wind-down is expected to be substantially completed by the end of fiscal year 2026.
Operational Highlights
Quarter and Year-to-Date Highlights
Three Months EndedJune 30,
Nine Months EndedJune 30,
Net sales:
Aerospace segment
Industrial segment
Consolidated net sales
Earnings:
Segment earnings as a percent of segment net sales
24.0
21.1
23.3
20.9
22.1
14.9
19.2
Consolidated net earnings
Adjusted net earnings
153,628
426,473
294,404
Adjusted effective tax rate
21.9
15.5
Consolidated diluted earnings per share
Consolidated adjusted diluted earnings per share
2.52
6.96
4.80
Earnings before interest and taxes ("EBIT")
207,728
137,232
565,269
393,881
Adjusted EBIT
216,992
581,348
380,667
Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
239,797
165,886
656,282
477,977
Adjusted EBITDA
249,061
672,361
464,763
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 2026 was $351,937, compared to $237,976 for the first nine months of fiscal year 2025. The increase in net cash provided by operating activities for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings.
For the first nine months of fiscal year 2026, free cash flow was $195,600, compared to $159,439 for the first nine months of fiscal year 2025. We define free cash flow as net cash provided by operating activities less payments for property, plant, and equipment. The increase in free cash flow for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings, partially offset by increases in working capital and higher capital expenditures. The increase in working capital was driven by higher inventory levels to support demand and higher than expected accounts receivable balances due to the timing of collections.
On September 16, 2025, we announced plans to build a precision manufacturing facility in Greer, South Carolina, in Spartanburg County. The new site is a strategic investment for us, and it has required, and will continue to require, significant capital investment in fiscal year 2026 and fiscal year 2027. The site is expected to become operational in 2027, and we continue to expect a meaningful increase in capital expenditures over the remainder of fiscal year 2026 related to the construction of this facility. Free cash flow is a non-U.S. GAAP financial measure. A description of this measure as well as a reconciliation of this non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP financial measure 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, 2026, we held $474,851 in cash and cash equivalents and had total outstanding debt of $1,341,935. We have additional borrowing availability of $399,610, net of outstanding letters of credit, under our revolving credit
agreement. At June 30, 2026, we also had additional borrowing capacity of $25,556 under various foreign lines of credit and foreign overdraft facilities.
RESULTS OF OPERATIONS
The following table sets forth condensed consolidated statements of earnings data as a percentage of net sales for each period indicated:
% of Net Sales
100
68.5
72.8
70.0
73.6
Selling, general, and administrative expenses
9.6
9.7
9.5
9.4
4.4
0.8
0.0
0.5
1.3
1.2
1.4
(0.1
)%
(0.2
(2.1
(2.0
(1.9
(2.6
82.6
86.1
83.4
85.9
17.4
13.9
16.6
14.1
2.0
3.6
2.2
13.2
11.8
13.0
Other select financial data:
Net working capital
917,356
977,025
Total debt
1,341,935
702,202
Net Sales
Consolidated net sales for the third quarter of fiscal year 2026 increased by $194,259, or 21.2%, compared to the same period of fiscal year 2025. Consolidated net sales for the first nine months of fiscal year 2026 increased by $624,927, or 24.3%, compared to the same period of fiscal year 2025.
Details of the changes in consolidated net sales were as follows:
Three-Month Period
Nine-Month Period
Consolidated net sales for the period ended June 30, 2025
Aerospace volume
36,092
221,113
Industrial volume
63,171
149,036
Effects of changes in price
90,762
217,669
Effects of changes in foreign currency rates
4,234
37,109
Consolidated net sales for the period ended June 30, 2026
The increases in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. We currently expect continued demand growth in Aerospace across our markets, and we are investing in capacity and automated processes to support this anticipated growth.
The increases in Industrial segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization. Industrial net sales for the first nine months of fiscal year 2026 also benefited from favorable foreign currency impacts.
Costs and Expenses
Cost of goods sold increased by $93,512 to $759,799 for the third quarter of fiscal year 2026, from $666,287 for the third quarter of fiscal year 2025. Cost of goods sold decreased to 68.5% of net sales for the third quarter of fiscal year 2026, compared to 72.8% of net sales for the third quarter of fiscal year 2025.
Cost of goods sold increased by $345,844 to $2,238,752 for the first nine months of fiscal year 2026, from $1,892,908 for the first nine months of fiscal year 2025. Cost of goods sold decreased to 70.0% of net sales for the first nine months of fiscal year 2026, compared to 73.6% of net sales for the first nine months of fiscal year 2025.
The increases in cost of goods sold on an absolute basis in the third quarter and first nine months of fiscal year 2026 compared to the same periods of fiscal year 2025 were primarily due to higher sales volumes 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 31.5% for the third quarter of fiscal year 2026, compared to 27.2% for the third quarter of fiscal year 2025. Gross margin was 30.0% for the first nine months of fiscal year 2026, compared to 26.4% for the first nine months of fiscal year 2025. The increases in gross margin for the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily attributable to higher sales volumes and price realization.
Selling, general, and administrative expenses increased by $17,762, or 20.0%, to $106,465 for the third quarter of fiscal year 2026, compared to $88,703 for the third quarter of fiscal year 2025. Selling, general, and administrative expenses as a percentage of net sales decreased to 9.6% for the third quarter of fiscal year 2026, compared to 9.7% for the third quarter of fiscal year 2025. The increase in selling, general, and administrative expenses on an absolute basis for the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to increased expenses relating to headcount and increased variable annual incentive compensation costs.
Selling, general, and administrative expenses increased by $61,494, or 25.4%, to $303,735 for the first nine months of fiscal year 2026, compared to $242,241 for the first nine months of fiscal year 2025. Selling, general, and administrative expenses as a percentage of net sales increased to 9.5% for the first nine months of fiscal year 2026, compared to 9.4% for the first nine months of fiscal year 2025. The increase in selling, general, and administrative expenses for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to higher labor costs, increased variable annual incentive compensation costs, a reserve for a product performance claim in our Industrial segment, and higher project-related costs.
Research and development ("R&D") costs were $49,316, or 4.4% of net sales, for the third quarter of fiscal year 2026, compared to $41,088, or 4.5% of net sales, for the third quarter of fiscal year 2025. R&D costs were $133,191, or 4.2% of net sales, for the first nine months of fiscal year 2026, as compared to $108,525, or 4.2% of net sales, for the first nine months of fiscal year 2025. R&D costs increased in the third quarter and first nine months of fiscal year 2026, primarily due to early-stage efforts to compete for the next single-aisle aircraft platform. We expect R&D costs to increase in fiscal year 2026 as compared to fiscal year 2025, and we anticipate additional increases in future years as next-generation aircraft program timelines become more defined. Our R&D activities extend across almost all of our customer base, and we anticipate ongoing variability in R&D costs due to the timing of customer business needs on current and future programs.
Interest expense increased by $3,593, or 32.0%, to $14,827 for the third quarter of fiscal year 2026, compared to $11,234 for the third quarter of fiscal year 2025. Interest expense as a percentage of net sales was 1.3% for the third quarter of fiscal year 2026, compared to 1.2% for the third quarter of fiscal year 2025. The increase in interest expense was primarily attributable to increased daily borrowings on the revolving credit facility during the third quarter of fiscal year 2026.
Interest expense increased by $1,742, or 4.9%, to $37,206 for the first nine months of fiscal year 2026, compared to $35,464 for the first nine months of fiscal year 2025. Interest expense as a percentage of net sales was 1.2% for the first nine months of fiscal year 2026, compared to 1.4% for the first nine months of fiscal year 2025. The increase in interest expense on an absolute basis was primarily attributable to increased daily borrowings on the revolving credit facility, partially offset by a lower long-term debt balance, as we paid the entire principal balance of $75,000 on the Series I and L Notes on November 17, 2025.
Other income, net increased by $5,003 to $22,867 for the third quarter of fiscal year 2026, compared to $17,864 for the third quarter of fiscal year 2025. The increase in other income, net was primarily attributable to an increase in earnings of the JV.
Other income, net decreased by $5,456 to $60,299 for the first nine months of fiscal year 2026, compared to $65,755 for the first nine months of fiscal year 2025. The decrease in other income, net for first nine months of fiscal year 2026 as compared to the same period of fiscal 2025 was primarily attributable to a one-time gain related to product rationalization activities that was recognized in the prior year that did not occur in the current year, partially offset by an increase in earnings of the JV.
35
Income taxes were provided at an effective rate of 24.2% on earnings before income taxes for the third quarter of fiscal year 2026, compared to 14.5% for the third quarter of fiscal year 2025. Income taxes were provided at an effective rate of 21.8% on earnings before income taxes for the first nine months of fiscal year 2026, compared to 15.8% for the first nine months of fiscal year 2025. The increases in the effective tax rates for the third quarter and first nine months of fiscal year 2026, compared to the same periods of fiscal year 2025, were primarily attributable to the elimination of the U.S. intangible income tax benefit in the current year due to the one-time reversal of research costs previously capitalized, an increase in U.S. taxes on foreign earnings, a decrease in the tax benefit from stock-based compensation, a reduction to the U.S. Federal Research and Development Credit, and unfavorable state tax law changes.
Segment Results
The following table presents sales by segment:
63.9
65.1
64.0
64.2
36.1
34.9
36.0
35.8
The following table presents earnings by segment and reconciles segment earnings to consolidated net earnings:
(46,837
(18,388
(115,683
(57,165
The following table presents segment earnings as a percent of segment net sales:
Aerospace segment net sales increased by $112,683, or 18.9%, to $708,673 for the third quarter of fiscal year 2026, compared to $595,990 for the third quarter of fiscal year 2025. Aerospace segment net sales increased by $395,290, or 23.9%, to $2,046,891 for the first nine months of fiscal year 2026, compared to $1,651,601 for the first nine months of fiscal year 2025.
The increases in Aerospace segment net sales in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of the prior fiscal year 2025 were primarily attributable to increased sales volumes and price realization. We currently expect continued demand growth in Aerospace across our markets, and we are investing in capacity and automated processes to support this anticipated growth.
Commercial OEM sales increased in the third quarter as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates. Commercial OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily due to increased airframer production rates and a tapering of destocking efforts by airframers. For the remainder of fiscal year 2026, we do not expect destocking efforts to have a large impact, as we believe our output is currently well-aligned with current airframer build rates.
Commercial services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher repair volume supported by sustained high aircraft utilization of legacy aircraft, increased Leading Edge Aviation Propulsion ("LEAP") and Pratt & Whitney’s Geared Turbo Fan ("GTF") activity, and solid service demand across widebody and regional platforms. We also experienced strong spare line replacement unit (“LRU”) sales in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. Spare LRU sales were generally consistent with what we experienced during the last three sequential quarters.
36
Defense OEM sales decreased in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by a one-time revenue recognition adjustment. Defense OEM sales increased in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025, primarily driven by increased Joint Direct Attack Munition ("JDAM") pricing, which took effect during the fourth quarter of fiscal year 2025. Defense services sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to price realization. We expect variability in Defense services sales, which is generally attributable to the cycling of various maintenance and upgrade programs, as well as actual usage.
Aerospace segment earnings increased by $44,280, or 35.2%, to $170,020 for the third quarter of fiscal year 2026, compared to $125,740 for the third quarter of fiscal year 2025. Aerospace segment earnings increased by $131,409, or 38.1%, to $476,490 for the first nine months of fiscal year 2026, compared to $345,081 for the first nine months of fiscal year 2025.
The increases in Aerospace segment earnings were due to the following:
Earnings for the period ended June 30, 2025
Sales volume and mix
8,169
74,924
Price, inflation, and productivity
55,040
121,928
Manufacturing expenses
(7,420
(27,020
Annual variable incentive compensation expenses
(3,310
(16,775
Research and development expenses
(6,472
(16,047
Other, net
(1,727
(5,601
Earnings for the period ended June 30, 2026
Aerospace segment earnings as a percentage of segment net sales were 24.0% for the third quarter of fiscal year 2026, compared to 21.1% for the third quarter of fiscal year 2025. The increase in Aerospace segment earnings in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and increased leverage from higher sales volumes, partially offset by inflation and unfavorable mix. The price realization impact in the quarter included a one-time retroactive pricing adjustment.
Aerospace segment earnings as a percentage of segment net sales were 23.3% for the first nine months of fiscal year 2026, compared to 20.9% for the first nine months of fiscal year 2025. The increase in Aerospace segment earnings in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was the result of price realization and higher sales volumes, partially offset by strategic investments in manufacturing capabilities, inflation, and unfavorable mix. The strategic investments include enhancements to our manufacturing capabilities to deliver the content on current platforms, incremental R&D tied to early-stage efforts to compete for the next single-aisle aircraft platform, and an enterprise resource planning system upgrade. While these initiatives are impacting margins, they are critical to position the Company for sustained long-term growth, and we expect these investments to continue for the remainder of fiscal year 2026 and fiscal year 2027.
Industrial segment net sales increased by $81,576, or 25.5%, to $401,032 for the third quarter of fiscal year 2026, compared to $319,456 for the third quarter of fiscal year 2025. Industrial segment net sales increased by $229,637, or 25.0%, to $1,149,836 for the first nine months of fiscal year 2026, compared to $920,199 for the first nine months of fiscal year 2025.
Power generation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher data center demand for both base and backup power. We recently expanded capacity to support anticipated continued demand growth for power generation applications.
Transportation sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due strong marine transportation sales reflecting higher shipyard output as well as increases in sales relating to our on-highway natural gas truck business in China. We do not expect significant China on-highway sales in the fourth quarter as we complete the wind-down of this business.
37
Oil and gas sales increased in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025, primarily due to higher liquified natural gas infrastructure related volume.
Industrial segment earnings increased by $40,862, or 85.8%, to $88,484 for the third quarter of fiscal year 2026, compared to $47,622 for the third quarter of fiscal year 2025. Industrial segment earnings increased by $87,413, or 65.3%, to $221,199 for the first nine months of fiscal year 2026, compared to $133,786 for the first nine months of fiscal year 2025.
The increase in Industrial segment earnings was due to the following:
31,807
80,516
12,102
35,407
432
(6,888
(3,479
(21,622
Industrial segment earnings as a percentage of segment net sales were 22.1% for the third quarter of fiscal year 2026, compared to 14.9% for the third quarter of fiscal year 2025. Industrial segment earnings as a percentage of segment net sales were 19.2% for the first nine months of fiscal year 2026, compared to 14.5% for the first nine months of fiscal year 2025. The increases in Industrial segment earnings in the third quarter and first nine months of fiscal year 2026 as compared to the same periods of fiscal year 2025 were primarily driven by increased leverage from higher sales volume and price realization, partially offset by inflation.
Nonsegment
Nonsegment expenses increased by $14,646 to $50,776 for the third quarter of fiscal year 2026, compared to $36,130 for the third quarter of fiscal year 2025. Nonsegment expenses increased by $47,434 to $132,420 for the first nine months of fiscal year 2026, compared to $84,986 for the first nine months of fiscal year 2025.
The significant items that impacted nonsegment expenses were as follows:
Product rationalization
(20,524
Business development activities
7,310
Nonsegment expenses excluding infrequent significant items
(41,512
(116,341
(98,200
Excluding these items, nonsegment expenses increased $5,382 in the third quarter of fiscal year 2026 as compared to the same period of fiscal year 2025 and increased $18,141 in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025. The increases in nonsegment expenses for the third quarter and first nine months of fiscal year 2026 were primarily attributable to higher project-related costs and increased labor 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 net cash 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 next 12 months and 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 15, Credit facilities, short-term borrowings, and long-term debt in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
At June 30, 2026, we had total outstanding debt of $1,341,935, consisting of outstanding balances on our revolving credit facility, various series of unsecured notes due between 2026 and 2033, and obligations under our finance leases.
At June 30, 2026, we had $592,496 outstanding on our revolving credit facility, all of which is classified as short-term borrowings based on our intent and ability to repay this amount in the next 12 months. Revolving credit facility and short-term borrowing activity during the nine months ended June 30, 2026 were as follows:
Maximum daily balance during the period
685,600
Average daily balance during the period
432,942
Weighted average interest rate on average daily balance
4.7
At June 30, 2026, we had additional borrowing availability of $399,610 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $25,556 under various foreign credit facilities.
We were compliant with all our debt covenants as of June 30, 2026. 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 Annual Report on Form 10-K for fiscal year 2025, for more information about our covenants.
In addition to utilizing our cash resources to fund the working capital needs of our business, we evaluate, and from time to time, use cash for additional strategic uses, including the repurchase of our common stock under our authorized stock repurchase program, payment of dividends, significant capital expenditures, strategic acquisitions, and other potential uses of cash.
Our ability to service our long-term debt, to remain compliant 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 and do not currently foresee adverse impacts to financial institutions supporting our capital requirements.
Cash Flows
Net cash used in investing activities
Net cash provided by operating activities for the first nine months of fiscal year 2026 was $351,937, compared to $237,976 for the same period of fiscal year 2025. The increase in net cash provided by operating activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily attributable to increased earnings.
Net cash used in investing activities for the first nine months of fiscal year 2026 was $286,795, compared to $27,518 for the same period of fiscal year 2025. The increase in net cash used in investing activities in the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was primarily due to higher capital expenditures in the current fiscal year and payments for acquisitions in the current fiscal year, partially offset by proceeds received from certain business divestitures as part of product rationalization efforts in the prior fiscal year.
Net cash provided by financing activities for the first nine months of fiscal year 2026 was $88,769, compared to net cash used in financing activities of $26,126 for the same period of fiscal year 2025. The increase in net cash provided by financing activities for the first nine months of fiscal year 2026 as compared to the same period of fiscal year 2025 was
primarily attributable to an increase in net debt borrowings, partially offset by increased repurchases of common stock. During the first nine months of fiscal year 2026, we had net debt borrowings in the amount of $644,622, compared to net debt borrowings of $50,281 in the first nine months of fiscal year 2025. During the first nine months of fiscal year 2026, we repurchased $553,031 of our common stock, whereas in the first nine months of fiscal year 2025, we repurchased $124,276.
Non-U.S. GAAP Financial Measures
Adjusted net earnings, adjusted earnings per share, adjusted income tax expense, 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) product rationalization, (ii) costs related to business development activities, and (iii) restructuring charges. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. The Company believes that these excluded items are short‐term in nature, not directly related to the ongoing operations of the business, and therefore, their exclusion 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. Adjusted income tax expense is defined by the Company as income tax expense excluding, as applicable, (i) product rationalization, (ii) costs related to business development activities, and (iii) restructuring charges. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines.
Management uses adjusted net earnings, adjusted earnings per share, adjusted effective tax rate, and adjusted income tax expense when comparing operating performance to other periods.
The reconciliation of net earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, is shown in the tables below:
Net Earnings
Earnings Per Share
Net earnings (U.S. GAAP)
Non-U.S. GAAP adjustments:
0.15
Tax effect of Non-U.S. GAAP net earnings adjustments
(2,311
(0.03
Non-U.S. GAAP adjustments
6,953
0.12
Adjusted net earnings (Non-U.S. GAAP)
40
Earnings per share (U.S. GAAP)
Non-U.S. GAAP adjustments, net of tax:
0.26
Product rationalization1
(0.33
Business development activities2
(4,013
(0.06
3,130
0.05
Total non-U.S. GAAP adjustments
12,066
0.20
(10,084
(0.16
Adjusted earnings per share (Non-U.S. GAAP)
The reconciliation of income tax expense to adjusted income tax expense and the adjusted effective tax rate, is shown in the tables below:
Income tax expense (U.S. GAAP)
Tax effect of Non-U.S. GAAP net income adjustments
2,311
4,013
(3,130
Adjusted income tax expense (Non-U.S. GAAP)
49,148
119,696
54,035
Adjusted effective tax rate (Non-U.S. GAAP)
Management uses EBIT to evaluate Woodward’s performance without financing and tax related considerations, as these elements do not fluctuate with operating results. Management uses EBITDA in evaluating Woodward’s operating performance, making business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. 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 the Company’s 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) product rationalization, (ii) costs related to business development activities, and (iii) restructuring charges. The product rationalization adjustment pertains to the elimination and divestiture of certain product lines. 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 removing these gains and costs from EBIT and EBITDA 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:
EBIT (Non-U.S. GAAP)
(13,214
Adjusted EBIT (Non-U.S. GAAP)
EBITDA and adjusted EBITDA reconciled to net earnings were as follows:
Amortization of intangible assets
EBITDA (Non-U.S. GAAP)
Adjusted EBITDA (Non-U.S. GAAP)
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 income tax expense, adjusted effective tax rate, EBIT, adjusted EBIT, EBITDA, and adjusted EBITDA exclude certain financial information compared with net earnings and income tax expense, the most directly comparable U.S. GAAP financial measures, users of this financial information should consider the information that is excluded. Our calculations of adjusted net earnings, adjusted net earnings per share, adjusted income tax expense, adjusted effective tax rate, 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 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, repurchasing our common stock,
paying dividends, and investing in additional research and development. 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 measure 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 is 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 comparative measures.
Free cash flow reconciled to net cash provided by operating activities was as follows:
Net cash provided by operating activities (U.S. GAAP)
Payments for property, plant and equipment
Free cash flow (Non-U.S. GAAP)
195,600
159,439
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 Condensed Consolidated Financial Statements and accompanying notes. Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, reviews for impairment of goodwill and other indefinitely lived intangible assets, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Condensed Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported.
New Accounting Standards
From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update.
To understand the impact of recently issued standards, whether adopted or to be adopted, please review the information provided in Note 2, New accounting standards in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued standards, whether adopted or to be adopted in the future, is not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.
Item 3. 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. We are also exposed to various market risks that arise from transactions entered into in the normal course of business related to items such as the cost of raw materials and changes in inflation. Certain contractual relationships with customers and vendors mitigate risks from changes in raw material costs and foreign currency exchange rate changes that arise from normal purchasing and normal sales activities.
These market risks are discussed more fully in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our most recent Form 10-K. These market risks have not materially changed since the date our most recent Form 10-K was filed with the SEC.
Item 4. 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 "Exchange 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 Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Charles Blankenship, Jr., Chairman of the Board
and Chief Executive Officer) and Principal Financial and Accounting Officer (William Lacey, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
Charles Blankenship, Jr. and William Lacey evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluations, they concluded that our disclosure controls and procedures were effective as of June 30, 2026.
There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
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.
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.
Investment in our securities involves risk. An investor or potential investor should consider the risks summarized under the caption “Risk Factors” in Part I, Item 1A of our most recent Form 10-K when making investment decisions regarding our securities. The risk factors that were disclosed in our most recent Form 10-K have not materially changed since the date our most recent Form 10-K was filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities(In thousands, except for shares and per 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)
Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs at Period End (1)
April 1, 2026 through April 30, 2026 (2)
88,686
375.87
1,450,920
May 1, 2026 through May 31, 2026 (2)
350.03
June 1, 2026 through June 30, 2026 (2)
431,232
382.17
1,286,114
Item 5. Other Information
During the three months ended June 30, 2026, two officers of the Company entered into trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (each such trading plan, a "Plan"), as discussed below.
On June 1, 2026, Thomas Cromwell, Executive Vice President and Chief Operating Officer, entered into a Plan that provides for the sale of up to 2,915 shares of common stock of the Company. Mr. Cromwell’s Plan terminates on March 1, 2027, for a duration of 274 days.
On June 1, 2026, William Lacey, Executive Vice President and Chief Financial Officer, entered into a Plan that provides for the sale of up to 3,509 shares of common stock of the Company. Mr. Lacey’s Plan terminates on March 1, 2027, for a duration of 274 days.
During the three months ended June 30, 2026, no other 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 Item 408 of Regulation S-K.
Item 6. Exhibits
Exhibits filed as part of this Report are listed in the Exhibit Index.
EXHIBIT INDEX
Exhibit
Number
Description
*
10.1
Third Amended and Restated Credit Agreement, dated as of May 28, 2026, among Woodward, Inc., certain wholly-owned subsidiaries of Woodward, Inc. as borrowers from time to time, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Citibank, N.A. and BOFA Securities, Inc., as joint lead arrangers and book runners, HSBC Bank USA, N.A., PNC Bank, National Association, and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, filed as Exhibit 10.1 to Current Report on Form 8-K filed May 28, 2026
10.2
Term Loan Credit Agreement, dated as of May 28, 2026, among Woodward, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and BOFA Securities, Inc., as joint lead arrangers and book runners, HSBC Bank USA, N.A., PNC Bank, National Association, and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, filed as Exhibit 10.2 to Current Report on Form 8-K filed May 28, 2026
31.1
Rule 13a-14(a)/15d-14(a) certification of Charles Blankenship, Jr.
31.2
Rule 13a-14(a)/15d-14(a) certification of William Lacey
**
32.1
Section 1350 certifications
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
Cover page Interactive Data File (embedded within the Inline XBRL document and are contained in Exhibit 101)
* Filed as an exhibit to this Report
** Furnished as an exhibit to this Report
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.
Date: July 30, 2026
/s/ Charles Blankenship, Jr.
Charles Blankenship, Jr.
Chairman of the Board and Chief Executive Officer
(on behalf of the registrant and as the registrant’s Principal Executive Officer)
/s/ William Lacey
William Lacey
Chief Financial Officer
(on behalf of the registrant and as the registrant’s Principal Financial and Accounting Officer)