Woodward, Inc.: Form 10-Q for the period ended Mar 31, 2025

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements. Forward-looking statements may include, among others, statements relating to:

• future sales, earnings, cash flow, uses of cash, and other measures of financial performance, including our assumptions underlying our expectations;
• trends in our business and the markets in which we operate, including expectations for those markets, our customers and their business and products;
• our ability to manage risks from operating internationally, including the impacts of tariffs on our markets in which we operate as well as our supply chain;
• expectations regarding demand for our products, in particular our expectations with respect to natural gas trucks in China;
• our expected expenses in future periods and trends in such expenses over time;
• our expectations regarding margins and the impact of specific products, product mix, and our strategic actions on margins;
• descriptions of our plans and expectations for future operations, including our strategic initiatives and impact of such initiatives;
• plans and expectations relating to the performance of our joint venture with GE Aerospace;
• the expected levels of activity in particular industries or markets and the effects of changes in those levels;
• the scope, nature, or impact of acquisition activity and integration of such acquisition into our business;
• the research, development, production, and support of new products and services;
• our plans, objectives, expectations, and intentions with respect to business opportunities that may be available to us;
• our liquidity, including our ability to meet capital spending requirements and operations;
• future dividends and repurchases of common stock;
• future levels of indebtedness and capital spending;
• the stability of financial institutions, including those lending to us;
• pension and other postretirement plan assumptions and future contributions;
• our tax rate and other effects of the changes in U.S. federal tax law;
• availability of raw materials and components used in our products;
• expectations relating to environmental and emissions regulations;
• effects of data privacy, data protection, and cybersecurity regulations;
• our ability to develop competitive technologies;
• our consolidated customer base and ability to enhance customer experience;
• our ability to manage risks related to U.S. Government contracting, including defense activity and spending patterns;
• our ability to attract, retain, and develop qualified personnel and maintain favorable labor relations;
• our ability to structure our operations in light of evolving market conditions;
• our ability to mitigate the ongoing impacts of inflation;
• impact of our ability to protect our intellectual property on our business, financial condition, results of operations, and cash flows; and
• impact of any potential physical or cybersecurity attacks on our operations, business, including our financial condition, operating results, and reputation.

These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to, 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, 2024, which was filed on November 26, 2024, 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 should mitigate our exposure. Woodward is closely tracking early indicators from our end markets and customer forecasts regarding the potential impact of currently announced tariff levels, changes to such levels, and actual and potential retaliatory trade actions. We are proactively working to mitigate cost pressure and any supply chain disruptions, as well as sales risks.

Operational Highlights

Quarter and Year to Date Highlights

Adjusted net earnings, adjusted effective tax rate, adjusted earnings per share, 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 half of fiscal year 2025 was $112,341, compared to $144,118 for the first half of fiscal year 2024.

For the first half of fiscal year 2025, free cash flow was $60,351, compared to $87,817 for the first half of fiscal year 2024. We define free cash flow as net cash flow provided by operating activities less payments for property, plant, and equipment. The decrease in free cash flow for the first half of fiscal year 2025 as compared to the same period of the prior fiscal year was primarily attributable to an increase in working capital offset by lower capital expenditures. 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 March 31, 2025, we held $364,141 in cash and cash equivalents and had total outstanding debt of $911,910. We have additional borrowing availability of $731,014, net of outstanding letters of credit, under our revolving credit agreement. At March 31, 2025, we also had additional borrowing capacity of $22,853 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:

Other select financial data:

Net Sales

Consolidated net sales for the second quarter of fiscal year 2025 increased by $48,286, or 5.8%, compared to the same period of fiscal year 2024. Consolidated net sales for the first half of fiscal year 2025 increased by $34,281, or 2.1%, compared to the same period of fiscal year 2024.

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

The increase in Aerospace segment net sales in the second quarter of fiscal year 2025 as compared to the same period of the prior fiscal year was primarily attributable to price realization and volume, partially offset by unfavorable mix. The increase in Aerospace segment net sales in the first half of fiscal year 2025 as compared to the same period of the prior fiscal year was primarily attributable to price realization, partially offset by unfavorable mix.

In the Industrial segment, the decrease in net sales for the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year was primarily a result of lower China on-highway volume and unfavorable mix, partially offset by price realization.

We have experienced, and expect to continue to experience, significant sales and earnings decreases in our China on-highway natural gas truck business in fiscal year 2025 as compared to fiscal year 2024. Future demand remains uncertain due to the volatility of this business. We also continue to monitor the evolving trade policy between the U.S. and China.

Costs and Expenses

Cost of goods sold increased by $42,576 to $643,530 for the second quarter of fiscal year 2025, from $600,954, for the second quarter of fiscal year 2024. Cost of goods sold increased to 72.8% of net sales, for the second quarter of fiscal year 2025, compared to 71.9% of net sales for the second quarter of fiscal year 2024.

Cost of goods sold increased by $43,286 to $1,226,621, for the first half of fiscal year 2025, from $1,183,335, for the first half of fiscal 2024. Cost of goods sold increased to 74.1% of net sales, for the first half of fiscal year 2025, compared to 73.0% of net sales for the first half of fiscal year 2024.

The increase in cost of goods sold in the second quarter and first half of fiscal year 2025 compared to the same periods of the prior fiscal year is primarily due to 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 27.2% for the second quarter of fiscal year 2025, compared to 28.1% for the second quarter of fiscal year 2024. Gross margin was 25.9% for the first half of fiscal year 2025, compared to 27.0% for the first half of fiscal year 2024. The decrease in gross margin for the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year is primarily attributable to unfavorable mix, partially offset by price realization.

Selling, general, and administrative expenses increased by $2,395, or 2.9%, to $83,842 for the second quarter of fiscal year 2025, compared to $81,447 for the second quarter of fiscal year 2024. Selling, general, and administrative expenses as a percentage of net sales decreased to 9.5% for the second quarter of fiscal year 2025, compared to 9.8% for the second quarter of fiscal year 2024. The increase in selling, general, and administrative expenses on an absolute basis for the second quarter of fiscal year 2025 as compared to the same period of the prior fiscal year is primarily due to increased expenses relating to business development activities.

Selling, general, and administrative expenses decreased by $2,420, or 1.6%, to $153,538 for the first half of fiscal year 2025, compared to $155,958 for the first half of fiscal year 2024. Selling, general, and administrative expenses as a percentage of net sales decreased to 9.3% for the first half of fiscal year 2025, compared to 9.6% for the first half of fiscal year 2024. The decrease in selling, general, and administrative expenses for the first half of fiscal year 2025 as compared to the same period of the prior fiscal year is primarily due to decreases in expenses relating to our deferred compensation program, partially offset by increased expenses relating to business development activities.

Research and development costs were roughly flat at $37,230, or 4.2% of net sales, for the second quarter of fiscal year 2025 and $67,437, or 4.1% of net sales, for the first half of fiscal year 2025, as compared to $36,465, or 4.4% of net sales, for the second quarter of fiscal year 2024 and $67,259, or 4.1% of net sales, for the first half of fiscal year 2024. Our research and development activities extend across almost all of our customer base, and we anticipate ongoing variability in research and development costs due to the timing of customer business needs on current and future programs.

Interest expense increased by $359, or 3.1%, to $11,889 for the second quarter of fiscal year 2025, compared to $11,530 for the second quarter of fiscal year 2024. Interest expense as a percentage of net sales was 1.3% for the second quarter of fiscal year 2025, compared to 1.4% for the second quarter of fiscal year 2024. Interest expense increased by $1,264, or 5.5%, to $24,230 for the first half of fiscal year 2025, compared to $22,966 for the first half of fiscal year 2024. Interest expense as a percentage of net sales was 1.5% for the first half of fiscal year 2025, compared to 1.4% for the first half of fiscal year 2024. The increase in interest expense on an absolute basis for the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year is primarily attributable to increased average daily borrowings on the revolving credit facility during the second quarter and first half of fiscal year 2025.

Other income increased by $10,420 to $24,804 for the second quarter of fiscal year 2025, compared to $14,384 for the second quarter of fiscal year 2024. Other income increased $12,868 to $47,891 for the first half of fiscal year 2025, compared to $35,023 for the first half of fiscal year 2024. The increase in other income for the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year is primarily attributable to a one-time gain related to product rationalization activities that was recognized in the current fiscal year that did not occur in the prior year.

Income taxes were provided at an effective rate on earnings before income taxes of 18.1% for the second quarter of fiscal year 2025, compared to 19.1% for the second quarter of fiscal year 2024. Income taxes were provided at an effective rate on earnings before income taxes of 16.5% for the first half of fiscal year 2025, as compared to 18.6% for the first half of fiscal year 2024.

The decrease in the effective tax rate for the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024 is primarily attributable to a decrease to the projected future withholding taxes on unremitted foreign earnings, partially offset by a decrease to the research and development credit.

The decrease in the effective tax rate for first half of fiscal year 2025 as compared to the same period of the prior fiscal year is primarily attributable to a larger stock-based compensation tax benefit and a decrease to projected future withholding taxes on unremitted foreign earnings, partially offset by a decrease to the research and development credit.

Segment Results

The following table presents sales by segment:

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

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

Aerospace

Aerospace segment net sales increased by $64,217, or 12.9%, to $561,729 for the second quarter of fiscal year 2025, compared to $497,512 for the second quarter of fiscal year 2024. Aerospace segment net sales increased by $97,343, or 10.2%, to $1,055,611 for the first half of fiscal year 2025, compared to $958,268 for the first half of fiscal year 2024.

The increase in Aerospace segment net sales in the second quarter of fiscal year 2025 as compared to the same period of the prior fiscal year was primarily attributable to price realization and volume, partially offset by unfavorable mix. The increase in Aerospace segment net sales in the first half of fiscal year 2025 as compared to the same period of the prior fiscal year was primarily attributable to price realization, partially offset by inflation and unfavorable mix.

Commercial OEM sales decreased in the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year, primarily due to a measured ramp to customer demand following the Boeing work stoppage. We expect commercial OEM sales to continue to grow in the second half of fiscal year 2025 as production continues to ramp. Commercial aftermarket sales increased in the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year, primarily due to high aircraft utilization rates.

Defense OEM sales increased in the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year, primarily driven by increased demand for smart defense. Defense aftermarket sales were down in the second quarter of fiscal year 2025 as compared to the same period of the prior fiscal year. Defense aftermarket sales were flat for the first half of fiscal year 2025 as compared to the first half of fiscal year 2024.

Aerospace segment earnings increased by $26,165, or 26.6%, to $124,616 for the second quarter of fiscal year 2025, compared to $98,451 for the second quarter of fiscal year 2024. Aerospace segment earnings increased by $41,888, or 23.6%, to $219,341 for the first half of fiscal year 2025, compared to $177,453 for the first half of fiscal year 2024.

The increase in Aerospace segment earnings was due to the following:

Aerospace segment earnings as a percentage of segment net sales were 22.2% for the second quarter and 20.8% for the first half of fiscal year 2025, compared to 19.8% for the second quarter and 18.5% for the first half of fiscal year 2024.

Industrial

Industrial segment net sales decreased by $15,931, or 4.7%, to $321,900 for the second quarter of fiscal year 2025, compared to $337,831 for the second quarter of fiscal year 2024. Industrial segment net sales decreased by $63,062, or 9.5%, to $600,743 for the first half of fiscal year 2025, compared to $663,805 for the first half of fiscal year 2024.

The decrease in Industrial segment net sales in the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year was primarily attributable to lower China on-highway volume and unfavorable mix, partially offset by price realization.

In the second quarter and first half of fiscal year 2025 as compared to the same periods of the prior fiscal year, we saw a substantial sales decline in our on-highway natural gas truck business in China. Future demand remains uncertain due to the volatility of this business. We also continue to monitor the evolving trade policy between the U.S. and China.

Industrial segment earnings decreased by $19,277, or 29.5%, to $45,967 for the second quarter of fiscal year 2025, compared to $65,244 for the second quarter of fiscal year 2024. Industrial segment earnings decreased by $45,961, or 34.8%, to $86,164 for the first half of fiscal year 2025, compared to $132,125 for the first half of fiscal year 2024.

The decrease in Industrial segment earnings was due to the following:

Industrial segment earnings as a percentage of segment net sales were 14.3% for the second quarter and the first half of fiscal year 2025, compared to 19.3% for the second quarter and 19.9% for the first half of fiscal year 2024. Industrial earnings were significantly impacted by the sales decline in our on-highway natural gas truck business in China, partially offset by price realization, volume increases in power generation and oil and gas, as well as operational improvements, including increased output and other efficiency gains.

Future demand in our on-highway natural gas truck business in China remains uncertain due to the volatility of this business. We also continue to monitor the evolving trade policy between the U.S. and China.

Nonsegment

Nonsegment expenses decreased by $6,082 to $26,752 for the second quarter of fiscal year 2025, compared to $32,834 for the second quarter of fiscal year 2024. Nonsegment expenses decreased by $10,178 to $48,856 for the first half of fiscal year 2025 compared to $59,034 for the first half of fiscal year 2024.

The significant items that impacted nonsegment expenses in the current fiscal year as compared to the prior fiscal year were as follows:

Excluding these items, nonsegment expenses increased $5,618 in the second quarter of fiscal year 2025 as compared to the same period of the prior fiscal year. Excluding these items, nonsegment expenses increased $6,801 in the first half of fiscal year 2025 as compared to the same period of the prior fiscal year. These increases were primarily attributable to increased headcount.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have satisfied our working capital needs, as well as capital expenditures, product development, and other liquidity requirements associated with our operations, with cash flow provided by operating activities and borrowings under our credit facilities. From time to time, we have also issued debt to supplement our cash needs, repay our other indebtedness, or finance our acquisitions. We continue to expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs for the foreseeable future.

In addition to our revolving credit facility, we have various foreign credit facilities, some of which are tied to net amounts on deposit at certain foreign financial institutions. These foreign credit facilities are reviewed annually for renewal. We use borrowings under these foreign credit facilities to finance certain local operations on a periodic basis. For further discussion of our revolving credit facility and our other credit facilities, see Note 15, Credit facilities, short-term borrowings and long-term debt in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I of this Form 10-Q.

At March 31, 2025, we had total outstanding debt of $911,910 consisting of various series of unsecured notes due between 2025 and 2033 and obligations under our finance leases.

At March 31, 2025, we had $261,100 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 twelve months. Revolving credit facility and short-term borrowing activity during the six months ended March 31, 2025 were as follows:

At March 31, 2025, we had additional borrowing availability of $731,014 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $22,853 under various foreign credit facilities.

To our knowledge, we were in compliance with all our debt covenants as of March 31, 2025. 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 our Annual Report on Form 10-K for fiscal year 2024, for more information about our covenants.

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

From time to time, the Company enters into various factoring agreements with third-party financial institutions to sell certain of its receivables. Factoring activity resulted in an increase of approximately $2,457 in cash provided by operating activities during the six months ended March 31, 2025, compared to an increase in cash provided by operating activities of approximately $1,917 during the six months ended March 31, 2024.

Our ability to service our long-term debt, to remain in compliance with the various restrictions and covenants contained in our debt agreements, and to fund working capital, capital expenditures and product development efforts will depend on our ability to generate cash from operating activities, which in turn is subject to, among other things, future operating performance as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control.

We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the foreseeable future. However, we could be adversely affected if the financial institutions providing our capital requirements refuse to honor their contractual commitments, cease lending, or declare bankruptcy. We believe the lending institutions participating in our credit arrangements are financially stable and do not currently foresee adverse impacts to financial institutions supporting our capital requirements.

Cash Flows

Net cash flows provided by operating activities for the first half of fiscal year 2025 was $112,341, compared to $144,118 for the same period of fiscal year 2024. The decrease in net cash flows provided by operating activities in the first half of fiscal year 2025 as compared to the first half of the prior fiscal year was primarily attributable to an increase in working capital.

Net cash flows used in investing activities for the first half of fiscal year 2025 was $4,138, compared to $49,641 for the same period of fiscal year 2024. The decrease in net cash flows used in investing activities in the first half of fiscal year 2025 as compared to the first half of the prior fiscal year was primarily due to proceeds received from certain business divestitures as part of our product rationalization efforts, as well as decreased payments for property, plant, and equipment.

Net cash flows used in financing activities for the first half of fiscal year 2025 was $17,602, compared to net cash flows provided by financing activities of $80,588 for the same period of fiscal year 2024. The change to net cash flows used in financing activities for the first half of fiscal year 2025 from net cash flows provided by financing activities for the first half of the prior fiscal year was primarily attributable to repurchases of common stock as well as a decrease in net debt borrowings. During the first half of fiscal year 2025, we repurchased $79,493 of our common stock, whereas in the first half of fiscal year 2024, we did not repurchase any common stock. During the first half of fiscal year 2025, we had net debt borrowings in the amount of $43,627, compared to net debt borrowings of $65,828 in the first half of fiscal year 2024.

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) a non-recurring gain related to a previous acquisition, (iii) costs related to business development activities, and (iv) certain non-restructuring separation costs. The product rationalization adjustment pertains to the 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) a non-recurring gain related to a previous acquisition, (iii) costs related to business development activities, and (iv) certain non-restructuring separation costs. The product rationalization adjustment pertains to the 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:

(1) Presented in the line item "Other (income) expense, net" in Woodward's Condensed Consolidated Statement of Earnings.

(2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

(1) Presented in the line item "Other (income) expense, net" in Woodward's Condensed Consolidated Statement of Earnings.

(2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

The reconciliation of income tax expense to adjusted income tax expense and the adjusted effective tax rate respectively, is shown in the tables below:

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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) a non-recurring gain related to a previous acquisition, (iii) costs related to business development activities, and (iv) certain non-restructuring separation costs. The product rationalization adjustment pertains to the 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:

(1) Presented in the line item "Other (income) expense, net" in Woodward's Condensed Consolidated Statement of Earnings.

(2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

EBITDA and adjusted EBITDA reconciled to net earnings were as follows:

(1) Presented in the line item "Other (income) expense, net" in Woodward's Condensed Consolidated Statement of Earnings.

(2) Presented in the line item "Selling, general and administrative expenses" in Woodward's Condensed Consolidated Statement of Earnings.

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, the most directly comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded. Our calculations of adjusted net earnings, adjusted net earnings per share, 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 flows provided by operating activities less payments for property, plant, and equipment, in reviewing the financial performance of and cash generation by Woodward’s various business groups and evaluating cash levels. We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, 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 are not necessarily a measure of our ability to fund our cash needs. Our calculation of free cash flow may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

Free cash flow reconciled to net cash provided by operating activities were as follows:

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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 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 guidance, 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 guidance, 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.

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.

We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Act is accumulated and communicated to management, including our Principal Executive Officer (Charles (“Chip”) P. Blankenship, Jr., Chairman of the Board and Chief Executive Officer) and Principal Financial and Accounting Officer (William F. Lacey, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.

Chip P. Blankenship, Jr. and William F. Lacey evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15 under the Act, 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 at the reasonable assurance level as of March 31, 2025.

There have not been any changes in our internal controls over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.