10-Q

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 March 31, 2018

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 000-08408
WOODWARD, INC.
(Exact name of registrant as specified in its charter)
Delaware	36-1984010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1081 Woodward Way, Fort Collins, Colorado	80524
(Address of principal executive offices)	(Zip Code)
(970) 482-5811
(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒    Accelerated filer ☐    Non-accelerated filer ☐    Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 20, 2018, 61,519,613 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	2
	Condensed Consolidated Statements of Earnings	2
	Condensed Consolidated Statements of Comprehensive Earnings	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	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	31
	Overview	33
	Results of Operations	35
	Liquidity and Capital Resources	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	47
	Signatures	49

1

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Net sales	$	548,249	$	500,381	$	1,018,397	$	943,275
Costs and expenses:
Cost of goods sold		401,331		367,099		748,115		696,247
Selling, general and administrative expenses		39,486		47,660		85,762		85,960
Research and development costs		37,169		30,385		71,955		56,925
Restructuring charges		17,013		-		17,013		-
Interest expense		6,687		6,790		13,437		13,630
Interest income		(471)		(474)		(834)		(879)
Other (income) expense, net (Note 16)		(1,613)		(1,315)		(3,185)		(5,903)
Total costs and expenses		499,602		450,145		932,263		845,980
Earnings before income taxes		48,647		50,236		86,134		97,295
Income tax expense		10,158		12,131		29,385		12,642
Net earnings	$	38,489	$	38,105	$	56,749	$	84,653
Earnings per share (Note 3):
Basic earnings per share	$	0.63	$	0.62	$	0.93	$	1.38
Diluted earnings per share	$	0.60	$	0.60	$	0.89	$	1.33
Weighted Average Common Shares Outstanding (Note 3):
Basic		61,401		61,310		61,323		61,436
Diluted		63,750		63,499		63,730		63,593
Cash dividends per share paid to Woodward common stockholders	$	0.1425	$	0.1250	$	0.2675	$	0.2350

See accompanying Notes to Condensed Consolidated Financial Statements

2

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Net earnings	$	38,489	$	38,105	$	56,749	$	84,653
Other comprehensive earnings:
Foreign currency translation adjustments		9,584		7,741		14,687		(10,894)
Net (loss) gain on foreign currency transactions designated as hedges of net investments in foreign subsidiaries (Note 6)		(1,268)		(945)		(2,011)		2,885
Taxes on changes in foreign currency translation adjustments		(450)		(180)		(263)		(486)
Foreign currency translation and transactions adjustments, net of tax		7,866		6,616		12,413		(8,495)
Reclassification of net realized gains on derivatives to earnings (Note 6)		(18)		(18)		(36)		(36)
Taxes on changes in derivative transactions		6		7		13		14
Derivative adjustments, net of tax		(12)		(11)		(23)		(22)
Curtailment of postretirement benefit plan arising during the period		-		-		59		-
Amortization of pension and other postretirement plan:
Net prior service cost		139		57		276		113
Net loss		248		640		494		1,281
Foreign currency exchange rate changes on pension and other postretirement benefit plan liabilities		(583)		(312)		(682)		943
Taxes on changes in pension and other postretirement benefit plan liability adjustments, net of foreign currency exchange rate changes		60		(152)		(72)		(845)
Pension and other postretirement benefit plan adjustments, net of tax		(136)		233		75		1,492
Total comprehensive earnings	$	46,207	$	44,943	$	69,214	$	77,628

See accompanying Notes to Condensed Consolidated Financial Statements

3

WOODWARD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	March 31,		September 30,
	2018		2017
ASSETS
Current assets:
Cash and cash equivalents	$	100,147	$	87,552
Accounts receivable, less allowance for uncollectible amounts of $3,675 and $3,776, respectively		365,351		402,182
Inventories		508,971		473,505
Income taxes receivable		24,269		19,376
Other current assets		30,512		38,574
Total current assets		1,029,250		1,021,189
Property, plant and equipment, net		943,433		922,043
Goodwill		557,981		556,545
Intangible assets, net		159,448		171,882
Deferred income tax assets		20,705		19,950
Other assets		74,934		65,500
Total assets	$	2,785,751	$	2,757,109
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings	$	41,930	$	32,600
Accounts payable		195,917		232,788
Income taxes payable		2,691		6,774
Accrued liabilities		111,442		155,072
Total current liabilities		351,980		427,234
Long-term debt, less current portion		588,461		580,286
Deferred income tax liabilities		22,254		33,408
Other liabilities		366,146		344,798
Total liabilities		1,328,841		1,385,726
Commitments and contingencies (Note 20)
Stockholders' equity:
Preferred stock, par value $0.003 per share, 10,000 shares authorized, no shares issued		-		-
Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued		106		106
Additional paid-in capital		185,598		163,836
Accumulated other comprehensive losses		(40,721)		(53,186)
Deferred compensation		8,222		7,135
Retained earnings		1,860,595		1,820,268
		2,013,800		1,938,159
Treasury stock at cost, 11,440  shares and 11,739 shares, respectively		(548,668)		(559,641)
Treasury stock held for deferred compensation, at cost, 200 shares and 186 shares, respectively		(8,222)		(7,135)
Total stockholders' equity		1,456,910		1,371,383
Total liabilities and stockholders' equity	$	2,785,751	$	2,757,109

See accompanying Notes to Condensed Consolidated Financial Statements.

4

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six-Months Ended March 31,
	2018		2017
Cash flows from operating activities:
Net earnings	$	56,749	$	84,653
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		43,082		39,007
Gain due to curtailment of postretirement plan		(330)		-
Net gain on sales of assets		(454)		(3,662)
Stock-based compensation		14,434		13,763
Deferred income taxes		(11,686)		4,589
Gain on derivatives reclassified from accumulated comprehensive earnings into earnings		(36)		(36)
Changes in operating assets and liabilities:
Accounts receivable		42,391		61,324
Inventories		(32,346)		(48,022)
Accounts payable and accrued liabilities		(63,673)		(23,834)
Income taxes		14,836		3,339
Retirement benefit obligations		(2,712)		(1,715)
Other		(3,537)		588
Net cash provided by operating activities		56,718		129,994
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment		(58,478)		(43,053)
Proceeds from sale of assets		1,198		3,682
Proceeds from sales of short-term investments		8,970		4,994
Payments for purchases of short-term investments		(808)		-
Net cash used in investing activities		(49,118)		(34,377)
Cash flows from financing activities:
Cash dividends paid		(16,422)		(14,415)
Proceeds from sales of treasury stock		3,560		11,223
Payments for repurchases of common stock		-		(61,782)
Borrowings on revolving lines of credit and short-term borrowings		809,680		684,200
Payments on revolving lines of credit and short-term borrowings		(800,350)		(706,600)
Payments of long-term debt and capital lease obligations		(210)		(204)
Net cash used in financing activities		(3,742)		(87,578)
Effect of exchange rate changes on cash and cash equivalents		8,737		(10,176)
Net change in cash and cash equivalents		12,595		(2,137)
Cash and cash equivalents at beginning of year		87,552		81,090
Cash and cash equivalents at end of period	$	100,147	$	78,953

See accompanying Notes to Condensed Consolidated Financial Statements

5

WOODWARD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Number of shares				Stockholders' equity
									Accumulated other comprehensive (loss) earnings
	Preferred stock	Common stock	Treasury stock	Treasury stock held for deferred compensation	Common stock		Additional  paid-in capital		Foreign currency translation adjustments		Unrealized derivative gains (losses)		Minimum retirement benefit liability adjustments		Total accumulated other comprehensive (loss) earnings		Deferred compensation		Retained earnings		Treasury  stock at cost		Treasury stock held for deferred compensation		Total stockholders' equity
Balances as of October 1, 2016	-	72,960	(11,374)	(157)	$	106	$	141,570	$	(25,971)	$	179	$	(39,913)	$	(65,705)	$	5,089	$	1,649,506	$	(512,882)	$	(5,089)	$	1,212,595
Net earnings	-	-	-	-		-		-		-		-		-		-		-		84,653		-		-		84,653
Other comprehensive income (loss), net of tax	-	-	-	-		-		-		(8,495)		(22)		1,492		(7,025)		-		-		-		-		(7,025)
Cash dividends paid ($0.2350 per share)	-	-	-	-		-		-		-		-		-		-		-		(14,415)		-		-		(14,415)
Purchases of treasury stock	-	-	(915)	-		-		-		-		-		-		-		-		-		(63,255)		-		(63,255)
Sales of treasury stock	-	-	376	-		-		(2,015)		-		-		-		-		-		-		14,710		-		12,695
Common shares issued from treasury stock for benefit plans	-	-	199	-		-		6,501		-		-		-		-		-		-		7,513		-		14,014
Common shares issued from treasury stock to settle employee liabilities	-	-	26	(26)		-		740		-		-		-		-		1,767		-		1,027		(1,767)		1,767
Stock-based compensation	-	-	-	-		-		13,763		-		-		-		-		-		-		-		-		13,763
Purchases and transfers of stock by/to deferred compensation plan	-	-	-	(3)		-		-		-		-		-		-		211		-		-		(211)		-
Distribution of stock from deferred compensation plan	-	-	-	-		-		-		-		-		-		-		(7)		-		-		7		-
Balances as of March 31, 2017	-	72,960	(11,688)	(186)	$	106	$	160,559	$	(34,466)	$	157	$	(38,421)	$	(72,730)	$	7,060	$	1,719,744	$	(552,887)	$	(7,060)	$	1,254,792
Balances as of October 1, 2017	-	72,960	(11,739)	(186)	$	106	$	163,836	$	(27,280)	$	135	$	(26,041)	$	(53,186)	$	7,135	$	1,820,268	$	(559,641)	$	(7,135)	$	1,371,383
Net earnings	-	-	-	-		-		-		-		-		-		-		-		56,749		-		-		56,749
Other comprehensive income (loss), net of tax	-	-	-	-		-		-		12,413		(23)		75		12,465		-		-		-		-		12,465
Cash dividends paid ($0.2675 per share)	-	-	-	-		-		-		-		-		-		-		-		(16,422)		-		-		(16,422)
Sales of treasury stock	-	-	97	-		-		171		-		-		-		-		-		-		3,389		-		3,560
Common shares issued from treasury stock for benefit plans	-	-	202	-		-		7,157		-		-		-		-		-		-		7,584		-		14,741
Stock-based compensation	-	-	-	-		-		14,434		-		-		-		-		-		-		-		-		14,434
Purchases and transfers of stock by/to deferred compensation plan	-	-	-	(14)		-		-		-		-		-		-		1,093		-		-		(1,093)		-
Distribution of stock from deferred compensation plan	-	-	-	-		-		-		-		-		-		-		(6)		-		-		6		-
Balances as of March 31, 2018	-	72,960	(11,440)	(200)	$	106	$	185,598	$	(14,867)	$	112	$	(25,966)	$	(40,721)	$	8,222	$	1,860,595	$	(548,668)	$	(8,222)	$	1,456,910

See accompanying Notes to Condensed Consolidated Financial Statements

6

WOODWARD, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 1.  Basis of presentation

The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of March 31, 2018 and for the three and six-months ended March 31, 2018 and March  31,  2017, included herein, have not been audited by an independent registered public accounting firm.  These 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 March 31, 2018, 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 six-months ended March 31, 2018 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 Condensed Consolidated Financial Statements are in thousands, except per share amounts.

The 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.

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 Condensed Consolidated Financial Statements included herein.  Significant estimates in these Condensed Consolidated Financial Statements include allowances for uncollectible amounts, net realizable value of inventories, customer rebates earned and payable, warranty reserves, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, the provision for income tax and related valuation reserves, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans, the valuation of stock compensation instruments granted to employees and board members, and contingencies.  Actual results could vary from Woodward’s estimates.

As disclosed in Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of Woodward’s most recent Annual Report on Form 10-K, the amortization of intangible assets has been reclassified from a separate line in the Condensed Consolidated Statement of Earnings for the three and six-months ended March 31, 2017 to an allocated expense/cost component of cost of goods sold and selling, general and administrative expenses based on the nature of the intangible asset that is being amortized.  The reclassification of these amounts conforms to the current period presentation.

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 March 2018, the FASB issued ASU 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.”  ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin 118 (“SAB 118”).  SAB 118 expressed views of the SEC regarding ASC 740 in the reporting period that includes the enactment date of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”).  The Company adopted SAB 118 in the first quarter of fiscal year 2018 and therefore, the Company’s subsequent adoption of ASU 2018-05 in the second quarter of fiscal year 2018 had no impact on its accounting for income taxesin the second quarter or first half of fiscal year 2018.

In February 2018, the FASB issued ASU 2018-02, “Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”  ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the enactment of tax reform under the Tax Act and provides guidance on the disclosure requirements regarding the stranded tax effects.  The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim

7

periods within those fiscal years.  Early adoption is permitted.  The amendments in ASU 2018-02 should be applied retrospectively in the period of adoption to all periods in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized.  Woodward is currently assessing the impact of the adoption of the new guidance.  When adopted, if Woodward elects to reclassify under ASU 2018-02, a portion of accumulated other comprehensive earnings would be reclassified to retained earnings.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.”  ASU 2017-12 is intended to more closely align the financial statement reporting of hedging relationships with the economic results of an entity’s risk management activities and to make certain targeted improvements to simplify the application of hedge accounting guidance in current U.S. GAAP.  ASU 2017-12 is also intended to increase standardization of financial statement disclosures including requiring a tabular disclosure of the income statement effects of fair value and cash flow hedges.  Woodward early adopted the new guidance in the first quarter of fiscal year 2018.  The application of the new guidance did not have any impact on Woodward’s current hedging arrangements or on the disclosures related to such arrangements.

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”  ASU 2017-07 requires that the service cost component of net periodic benefit costs from defined benefit and other postretirement benefit plans be included in the same statement of earnings captions as other compensation costs arising from services rendered by the covered employees during the period.  The other components of net benefit cost will be presented in the statement of earnings separately from service costs.  ASU 2017-07 is effective for fiscal years beginning after December 31, 2017 (fiscal year 2019 for Woodward).  Following adoption, only service costs will be eligible for capitalization into manufactured inventories, which should reduce diversity in practice.  The amendments of ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic benefit costs from defined benefit and other postretirement benefit plans in the statement of earnings and prospectively, on and after the effective date, for the capitalization of the service cost component into manufactured inventories.  Early adoption is permitted as of the beginning of Woodward’s fiscal year 2018.  Woodward will adopt the new guidance in fiscal year 2019, and expects changes to earnings before income taxes to be insignificant in the year of adoption.

In October 2016, the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory.”  ASU 2016-16 eliminates the current U.S. GAAP exception deferring the tax effects of intercompany asset transfers (other than inventory) until the transferred asset is sold to a third party or otherwise recovered through use.  After adoption of ASU 2016-16, Woodward will recognize the tax consequences of intercompany asset transfers in the buyer’s and seller’s tax jurisdictions when the transfer occurs, even though the pre-tax effects of these transactions are eliminated in consolidation.  ASU 2016-16 is effective for fiscal years beginning after December 15, 2017 (fiscal year 2019 for Woodward), including interim periods within the year of adoption.  Early adoption is permitted as of the beginning of Woodward’s fiscal year 2018.  Woodward will adopt the new guidance in fiscal year 2019.  Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption.  Woodward has not determined in which period it will adopt the new guidance.  Woodward currently anticipates the adoption of ASU 2016-16 will result in balance sheet reclassifications, but based on Woodward’s current transactional activity, such adjustments are not expected to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.”  ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP that is based on expected losses rather than incurred losses.  Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption.  ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 (fiscal year 2021 for Woodward), including interim periods within the year of adoption.  Early adoption is permitted for fiscal years beginning after December 15, 2018 (fiscal year 2020 for Woodward), including interim periods within those fiscal years.  Woodward has not determined in which period it will adopt the new guidance but does not expect the application of the CECL impairment model to have a significant impact on Woodward’s allowance for uncollectible amounts for accounts receivable and notes receivable from municipalities.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).”  The purpose of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.  In addition, ASU 2016-02 modifies the definition of a lease to clarify that an arrangement contains a lease when such arrangement conveys the right to control the use of an identified asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (fiscal year 2020 for Woodward), including interim periods within the year of adoption.  In transition, Woodward will be required to recognize and measure leases beginning in the earliest period presented using a modified retrospective approach; therefore, Woodward anticipates restating its Consolidated Financial Statements for the two fiscal years prior to the year of adoption.  However, during December 2017, the FASB proposed amending ASU 2016-02 such that restatement of fiscal years 2018 and 2019 would not be required upon

8

adoption.  Although early adoption is permitted, Woodward expects to adopt the new guidance in fiscal year 2020 and is currently assessing the impact this guidance may have on its Consolidated Financial Statements, including which of its existing lease arrangements will be impacted by the new guidance and whether other arrangements not currently classified as leases may become subject to the guidance of ASU 2016-02.  Rent expense for all operating leases in fiscal year 2017, none of which was recognized on the balance sheet, was $8,302.  As of September 30, 2017, future minimum rental payments required under operating leases, none of which were recognized on the balance sheet, were $23,215.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC 606”).  ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance.  ASC 606 outlines a five-step model, under which Woodward will recognize revenue as performance obligations within a customer contract are satisfied.  ASC 606 is intended to provide more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability.  Adoption of ASC 606 is required for annual reporting periods beginning after December 15, 2017 (fiscal year 2019 for Woodward), including interim periods within the reporting period.  Woodward has determined it will elect to adopt using the cumulative effect transition method with the cumulative effect of initial adoption recognized at the date of initial application.  Further, under the cumulative effect transition method, Woodward will disclose the impact of changes to financial statement line items as a result of applying ASC 606 (rather than previous U.S. GAAP) and include an explanation of the reasons for significant changes.

Woodward is currently assessing the impact that the future adoption of ASC 606 may have on its Consolidated Financial Statements by analyzing its current portfolio of customer contracts, including a review of historical accounting policies and practices to identify potential differences in applying the guidance of ASC 606.  Woodward is also performing a comprehensive review of its current processes and systems to determine and implement changes required to support the adoption of ASC 606 on October 1, 2018, the first day of Woodward’s fiscal year 2019.  As part of this review process, Woodward is implementing new software solutions to support revenue reporting after adoption.

Based on Woodward’s review of its customer contracts, Woodward has determined that revenue on the majority of its customer contracts will continue to be recognized at a point in time, generally upon shipment of products, consistent with Woodward’s current revenue recognition model.  Upon adoption of ASC 606, however, Woodward also believes some of its revenues from sales of products and services to customers will be recognized over time, rather than at a point in time, due primarily to the terms of certain customer contracts.  As a result of recognizing some revenue over time, various balance sheet line items will be impacted.  As such, Woodward believes the adoption of ASC 606 will have an impact on both the timing of revenue recognition and various line items within the Consolidated Balance Sheet.

Woodward generally expenses costs as incurred for the engineering and development of new products.  Customer funding received for such engineering and development efforts is currently recognized as revenue when earned, with the corresponding costs recognized as cost of sales. ASC 606 requires customer funding of product engineering and development to be deferred and recognized as revenue as the related products are delivered to the customer.  ASC 606 also requires product engineering and development costs to be capitalized as contract fulfillment costs, to the extent recoverable from the deferred customer funding, and subsequently amortized as the related products are delivered to the customer.  Therefore, under ASC 606, Woodward expects to record both contract assets and contract liabilities related to such funded engineering and development efforts, which are expected to become material over time.  Recognized revenues and research and development costs are both expected to decrease in the year of adoption and for at least several years thereafter, due to the recognition of these contract assets and liabilities.  However, recognition of these contract assets and liabilities are expected to have an immaterial impact on pre-tax earnings in future periods.

In addition, ASC 606 will require more comprehensive disclosures about revenue streams and contracts with customers, including significant judgments required.  Woodward is currently implementing changes to its processes for preparing required disclosures and to information systems that support the financial reporting process. 

Woodward is also evaluating implications to the Company’s system of internal controls, relative to revenue recognition and the related revenue disclosures, which are based on the criteria outlined in the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Internal Control – Integrated Framework.

9

Note 3.  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 and restricted stock.

The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Numerator:
Net earnings	$	38,489	$	38,105	$	56,749	$	84,653
Denominator:
Basic shares outstanding		61,401		61,310		61,323		61,436
Dilutive effect of stock options and restricted stock		2,349		2,189		2,407		2,157
Diluted shares outstanding		63,750		63,499		63,730		63,593
Income per common share:
Basic earnings per share	$	0.63	$	0.62	$	0.93	$	1.38
Diluted earnings per share	$	0.60	$	0.60	$	0.89	$	1.33

The following stock option grants were outstanding during the three and six-months ended March 31, 2018 and 2017, but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Options		764		67		759		2
Weighted-average option price	$	78.73	$	62.98	$	78.74	$	70.39

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:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Weighted-average treasury stock shares held for deferred compensation obligations		200		185		195		175

Note 4.  Joint venture

On January 4, 2016, Woodward and General Electric Company (“GE”), acting through its GE Aviation business unit, consummated the formation of a strategic joint venture between Woodward and GE (the “JV”) to design, develop and source fuel systems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of fifty thousand pounds.

As part of the JV formation, Woodward contributed to the JV certain contractual rights and intellectual property applicable to the existing GE commercial aircraft engine programs within the scope of the JV.  Woodward had no initial cost basis in the JV because Woodward had no cost basis in the contractual rights and intellectual property contributed to the JV.  GE purchased from Woodward a 50% ownership interest in the JV for a $250,000 cash payment to Woodward.  In addition, GE will pay contingent consideration to Woodward consisting of fifteen annual payments of $4,894 per year, which began on January 4, 2017, subject to certain claw-back conditions.  During the three-months ended March 31, 2018,  Woodward

10

received its second annual payment of $4,894, which was recorded as deferred income and included in Net cash provided by operating activities under the caption “Other” on the Condensed Consolidated Statement of Cash Flows.  Neither Woodward nor GE contributed any tangible assets to the JV.

Woodward determined that the JV formation was not the culmination of an earnings event because Woodward has significant performance obligations to support the future operations of the JV.  Therefore, Woodward recorded as deferred income the $250,000 consideration received from GE in January of 2016 for its purchase of a 50% equity interest in the JV.  The $250,000 deferred income will be recognized as an increase to net sales in proportion to revenue realized on sales of applicable fuel systems within the scope of the JV in a particular period as a percentage of total revenue expected to be realized by Woodward over the estimated remaining lives of the underlying commercial aircraft engine programs assigned to the JV.  Unamortized deferred income recorded in connection with the JV formation included accrued liabilities of $6,427 as of March 31, 2018 and $6,451 as of September 30, 2017, and other liabilities of $239,275 as of March 31, 2018 and $236,896 as of September 30, 2017.  Amortization of the deferred income recognized as an increase to sales was $1,486 for the three-monthsand $2,539 for the six-months ended March 31, 2018, and $1,632for the three-months and $3,128 for the six-months ended March  31,  2017.  

Woodward and GE jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties.  Neither Woodward nor GE has a controlling financial interest in the JV, but both Woodward and GE do have the ability to significantly influence the operating and financial decisions of the JV.  Therefore, Woodward is accounting for its 50% ownership interest in the JV using the equity method of accounting.  The JV is a related party to Woodward.  Other income includes income of $1,006 for the three-months and $1,602 for the six-months ended March 31, 2018, and income of $382 for the three-months and $1,066 for the six-months ended March  31,  2017 related to Woodward’s equity interest in the earnings of the JV.  Woodward received no cash distributions from the JV in the threeand six-months ended March 31, 2018, compared to a $2,500 cash distribution from the JV during the three and six-months ended March 31, 2017, which was included in Net cash provided by operating activities under the caption “Other” on the Condensed Consolidated Statement of Cash Flows. Woodward’s net investment in the JV, which is included in other assets, was $7,874 as of March 31, 2018 and $6,272 as of September 30, 2017.  

Woodward’s net sales include $17,077 for the three-monthsand $30,052 for the six-months ended March 31, 2018 of sales to the JV, compared to $18,415 for the three-months and $33,717 for the six-months ended March  31,  2017.  Woodward recorded a reduction to sales of $6,922 for the three-monthsand $12,330 for the six-months ended March 31, 2018related to royalties paid to the JV by Woodward on sales by Woodward directly to third party aftermarket customers, compared to $5,674 for the three-months and $11,077 for the six-months ended March  31,  2017.  The Condensed Consolidated Balance Sheets include “Accounts receivable” of $9,755 at March 31, 2018, and $8,554 at September 30, 2017, related to amounts the JV owed Woodward, and include “Accounts payable” of $6,420 at March 31, 2018, and $6,741 at September 30, 2017, related to amounts Woodward owed the JV.

Note 5.  Financial instruments and fair value measurements

Financial assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets are categorized based upon a fair value hierarchy established by U.S. GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1: Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3: Inputs that reflect management’s best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date.  The inputs are unobservable in the market and significant to the valuation of the instruments.

11

The table below presents information about Woodward’s financial assets 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.  Woodward had no financial liabilities required to be measured at fair value on a recurring basis as of March 31, 2018 or September 30, 2017.

	At March 31, 2018								At September 30, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial assets:
Cash	$	98,646	$	-	$	-	$	98,646	$	79,822	$	-	$	-	$	79,822
Investments in reverse repurchase agreements		557		-		-		557		1		-		-		1
Investments in term deposits with foreign banks		944		-		-		944		7,729		-		-		7,729
Equity securities		19,050		-		-		19,050		16,600		-		-		16,600
Total financial assets	$	119,197	$	-	$	-	$	119,197	$	104,152	$	-	$	-	$	104,152

Investments in reverse repurchase agreements:  Woodward sometimes invests excess cash in reverse repurchase agreements.  Under the terms of Woodward’s reverse repurchase agreements, Woodward purchases an interest in a pool of securities and is granted a security interest in those securities by the counterparty to the reverse repurchase agreement.  At an agreed upon date, generally the next business day, the counterparty repurchases Woodward’s interest in the pool of securities at a price equal to what Woodward paid to the counterparty plus a rate of return determined daily per the terms of the reverse repurchase agreement.  Woodward believes that the investments in these reverse repurchase agreements are with creditworthy financial institutions and that the funds invested are highly liquid.  The investments in reverse repurchase agreements are reported at fair value, with realized gains from interest income recognized in earnings, and are included in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets.  Since the investments are generally overnight, the carrying value is considered to be equal to the fair value as the amount is deemed to be a cash deposit with no risk of change in value as of the end of each fiscal quarter.

Investments in term deposits with foreign banks: Woodward’s foreign subsidiaries sometimes invest excess cash in various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions.  Such investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized in earnings.  The carrying value of Woodward’s investments in term deposits with foreign banks are considered equal to the fair value given the highly liquid nature of the investments.

Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related to its deferred compensation program.  Based on Woodward’s intentions regarding these instruments, marketable equity securities are classified as trading securities.  The trading securities are reported at fair value, with realized gains and losses recognized in “Other (income) expense, net” on the 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.

Accounts receivable, accounts payable, and short-term borrowings are not remeasured to fair value, as the carrying cost of each approximates its respective fair value.  The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:

		At March 31, 2018				At September 30, 2017
	Fair Value Hierarchy Level	Estimated Fair Value		Carrying Cost		Estimated Fair Value		Carrying Cost
Assets:
Notes receivable from municipalities	2	$	14,506	$	14,346	$	15,848	$	14,507
Investments in short-term time deposits	2		-		-		8,227		8,223
Liabilities:
Long-term debt	2	$	(588,701)	$	(590,115)	$	(592,317)	$	(582,080)

In fiscal years 2014 and 2013, Woodward received long-term notes from municipalities within the states of Illinois and Colorado 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 a new campus at its corporate headquarters in Fort Collins, Colorado.  The fair value of the long-term notes was estimated based on a model that discounted

12

future principal and interest payments received at an interest rate available to the Company at the end of the period for similarly rated municipal notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rates used to estimate the fair value of the long-term notes were 2.8% at March 31, 2018 and 2.6% at September 30, 2017.

From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in short-term time deposits with a fixed maturity date of longer than three months but less than one year from the date of the deposit.  Woodward believes that the investments are with creditworthy financial institutions. The fair value of the investments in short-term time deposits was estimated based on a model that discounted future principal and interest payments to be received at an interest rate available to the foreign subsidiary entering into the investment for similar short-term time deposits of similar maturity.  This was determined to be a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rates used to estimate the fair value of the short-term time deposits was 5.3% at September 30, 2017.  There were no investments in short-term time deposits at March 31, 2018.

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 2.8% at March 31, 2018 and 2.4% at September 30, 2017.

Note 6.  Derivative instruments and hedging activities

Woodward has exposures related to global market risks, including the effect of changes in interest rates, foreign currency exchange rates, changes in certain commodity prices and fluctuations in various producer indices.  From time to time, Woodward enters into derivative instruments for risk management purposes only, including derivatives designated as accounting hedges and/or those utilized as economic hedges.  Woodward uses interest rate related derivative instruments to manage its exposure to fluctuations of interest rates.  Woodward does not enter into or issue derivatives for trading or speculative purposes.

By using derivative and/or hedging instruments to manage its risk exposure, Woodward is subject, from time to time, to credit risk and market risk on those derivative instruments.  Credit risk arises from the potential failure of the counterparty to perform under the terms of the derivative and/or hedging instrument.  When the fair value of a derivative contract is positive, the counterparty owes Woodward, which creates credit risk for Woodward.  Woodward mitigates this credit risk by entering into transactions with only counterparties that are believed to be creditworthy.  Market risk arises from the potential adverse effects on the value of derivative and/or hedging instruments that result from a change in interest rates, commodity prices, or foreign currency exchange rates.  Woodward minimizes this market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

Woodward did not enter into any derivatives or hedging transactions during the three or six-months ended March 31, 2018 or 2017.

The remaining unrecognized gains in Woodward’s Condensed Consolidated Balance Sheets associated with derivative instruments that were previously entered into by Woodward, which are classified in accumulated other comprehensive (losses) earnings (“accumulated OCI”), were net gains of$182 as of March 31, 2018 and$218 as of September 30, 2017.

The following table discloses the impact of derivative instruments in cash flow hedging relationships on Woodward’s Condensed Consolidated Statements of Earnings, recognized in interest expense:

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Amount of income recognized  in earnings on derivative	$	(18)	$	(18)	$	(36)	$	(36)
Amount of (gain) loss recognized  in accumulated OCI on derivative		-		-		-		-
Amount of gain reclassified  from accumulated OCI into earnings		(18)		(18)		(36)		(36)

Based on the carrying value of the realized but unrecognized gains on terminated derivative instruments designated as cash flow hedges as of March 31, 2018, Woodward expects to reclassify $72 of net unrecognized gains on terminated derivative instruments from accumulated other comprehensive (losses) earnings to earnings during the next twelve months.

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

13

(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.  On the Series M Notes, included in foreign currency translation adjustments within total comprehensive (losses) earnings are net foreign exchange losses of $1,268 for the three-months and $2,011 for the six-months ended March 31, 2018, compared tonet foreign exchange losses of $664 for the three-months and net foreign exchange gains of $2,150 for the six-months ended March 31, 2017.

In July 2016, Woodward designated an intercompany loan of 160,000 renminbi between two wholly owned subsidiaries as a hedge of a foreign currency exposure of the net investment of the borrower in the lender.  Related to the intercompany loan, unrealized foreign exchange losses of $281 for the three-months and unrealized foreign exchange gains of $735 for the six-months ended March 31, 2017 are included in foreign currency translation adjustments within total comprehensive (losses) earnings.  The intercompany loan was repaid in July 2017.

Note 7.  Supplemental statement of cash flows information

	Six-Months Ended March 31,
	2018		2017
Interest paid, net of amounts capitalized	$	14,032	$	13,999
Income taxes paid		28,592		9,160
Income tax refunds received		1,841		90
Non-cash activities:
Purchases of property, plant and equipment on account		9,051		7,621
Common shares issued from treasury to settle employee liabilities		-		1,767
Common shares issued from treasury to settle benefit obligations (Note 18)		14,741		14,014
Cashless exercise of stock options		-		1,473

Note 8.  Accounts receivable

Almost all of Woodward’s sales are made on credit and result in accounts receivable, which are recorded at the amount invoiced and are generally not collateralized.  In the normal course of business, not all accounts receivable are collected and, therefore, an allowance for uncollectible amounts is provided equal to the amount that Woodward believes ultimately will not be collected.  In establishing the amount of the allowance related to the credit risk of accounts receivable, customer-specific information is considered related to delinquent accounts, past loss experience, bankruptcy filings, deterioration in the customer’s operating results or financial position, and current economic conditions. Accounts receivable losses are deducted from the allowance, and the related accounts receivable balances are written off when the receivables are deemed uncollectible.  Recoveries of accounts receivable previously written off are recognized when received.  In addition, an allowance associated with anticipated future sales returns is also established and is included in the allowance for uncollectible amounts.

Consistent with common business practice in China, Woodward’s Chinese subsidiary accepts from Chinese customers, in settlement of certain customer accounts receivable, bankers’ acceptance notes issued by Chinese banks that are believed to be creditworthy.  Bankers’ acceptance notes are financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial institution and a customer of the financial institution.  Bankers’ acceptance notes represent a commitment by the issuing financial institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers’ acceptance note as of the maturity date.  The maturity date of bankers’ acceptance notes varies, but it is Woodward’s policy to only accept bankers’ acceptance notes with maturity dates no more than 180 days from the date of Woodward’s receipt of such draft.  The issuing financial institution is the obligor, not Woodward’s customers.  Upon Woodward’s acceptance of a banker’s acceptance note from a customer, such customer has no further obligation to pay Woodward for the related accounts receivable balance.  Woodward only accepts bankers’ acceptance notes issued by banks that are believed to be creditworthy and to which the credit risks associated with the bankers’ acceptance notes are believed to be minimal.

14

The composition of Woodward’s accounts receivable at March 31, 2018 and September 30, 2017 follows:

	March 31,		September 30,
	2018		2017
Accounts receivable from:
Customers	$	326,057	$	367,715
Other (Chinese financial institutions)		42,969		38,243
Allowance for uncollectible customer amounts		(3,675)		(3,776)
	$	365,351	$	402,182

Note 9.  Inventories

	March 31,		September 30,
	2018		2017
Raw materials	$	59,171	$	59,034
Work in progress		111,775		103,790
Component parts (1)		283,489		262,755
Finished goods		54,536		47,926
	$	508,971	$	473,505

(1) Component parts include items that can be sold separately as finished goods or included in the manufacture of other products.

Note 10.  Property, plant, and equipment

	March 31,		September 30,
	2018		2017
Land and land improvements	$	88,595	$	88,326
Buildings and building improvements		516,687		514,453
Leasehold improvements		18,303		16,142
Machinery and production equipment		575,695		543,641
Computer equipment and software		122,663		124,723
Office furniture and equipment		24,661		24,308
Other		19,397		19,393
Construction in progress		115,551		111,910
		1,481,552		1,442,896
Less accumulated depreciation		(538,119)		(520,853)
Property, plant, and equipment, net	$	943,433	$	922,043

In the second quarter of fiscal year 2018, the Company announced its decision to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado.  Included in “Land and land improvements” and “Buildings and improvements” are assets held for use of $7,604 at March 31, 2018, which relate to the land, building and building improvements at the Duarte facility.  The assets held for use are included in the Company’s Aerospace segment.  The Company had no assets held for use recorded as of September 30, 2017.  The Company has not yet determined which ofthe remaining assets at the Duarte facility, consisting mainly of machinery and equipment, will be sold or relocated to the renovated Drake Campus and therefore, has continued to depreciate these assets until a determination is made.  The carrying value of the remaining assets at the Duarte facility was approximately $13,200 as of March 31, 2018.

The Company assessed whether the decision to relocate from its Duarte facility could indicate a potential impairment of the assets at the Duarte facility and concluded that the assets were not impaired as of March 31, 2018.

15

Included in “Office furniture and equipment” and “Other” is $1,653 at each of March 31, 2018 and September 30, 2017, of gross assets acquired on capital leases, and accumulated depreciation included$948 at March 31, 2018 and$739 at September 30, 2017 of amortization associated with the capital lease assets.

In fiscal year 2015, Woodward completed and placed into service a manufacturing and office building on a second campus in the greater-Rockford, Illinois area and has occupied the new facility for its Aerospace segment.  This campus is intended to support Woodward’s expected growth in its Aerospace segment as a result of Woodward being awarded a substantial number of new system platforms, particularly on narrow-body aircraft. 

Included in “Construction in progress” are costs of $40,792 at March 31, 2018 and $49,347 at September 30, 2017 associated with new equipment purchases for the greater-Rockford campus and costs of $29,644 at March 31, 2018 and $15,584 at September 30, 2017 associated with the renovation of the Drake Campus. 

For the three and six-months ended March 31, 2018 and 2017, Woodward had depreciation expense as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Depreciation expense	$	15,754	$	13,663	$	30,581	$	26,118

For the three and six-months ended March 31, 2018 and 2017, Woodward capitalized interest that would have otherwise been included in interest expense of the following:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Capitalized interest	$	633	$	481	$	1,234	$	953

Note 11.  Goodwill

	September 30, 2017		Effects of Foreign Currency Translation		March 31, 2018
Aerospace	$	455,423	$	-	$	455,423
Industrial		101,122		1,436		102,558
Consolidated	$	556,545	$	1,436	$	557,981

Woodward tests goodwill for impairment during the fourth quarter of each fiscal year, or at any time there is an indication goodwill is more-likely-than-not impaired, commonly referred to as triggering events.  There have been no such triggering events during any of the periods presented and Woodward’s fourth quarter of fiscal year 2017 impairment test resulted in no impairment.

16

Note 12.  Intangible assets, net

	March 31, 2018						September 30, 2017
	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Customer relationships and contracts:
Aerospace	$	281,683	$	(158,666)	$	123,017	$	282,225	$	(151,155)	$	131,070
Industrial		41,185		(35,064)		6,121		40,962		(34,407)		6,555
Total	$	322,868	$	(193,730)	$	129,138	$	323,187	$	(185,562)	$	137,625
Intellectual property:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		19,723		(18,657)		1,066		19,422		(18,196)		1,226
Total	$	19,723	$	(18,657)	$	1,066	$	19,422	$	(18,196)	$	1,226
Process technology:
Aerospace	$	76,372	$	(51,881)	$	24,491	$	76,605	$	(49,124)	$	27,481
Industrial		23,062		(18,635)		4,427		22,950		(17,756)		5,194
Total	$	99,434	$	(70,516)	$	28,918	$	99,555	$	(66,880)	$	32,675
Other intangibles:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		1,478		(1,152)		326		1,312		(956)		356
Total	$	1,478	$	(1,152)	$	326	$	1,312	$	(956)	$	356
Total intangibles:
Aerospace	$	358,055	$	(210,547)	$	147,508	$	358,830	$	(200,279)	$	158,551
Industrial		85,448		(73,508)		11,940		84,646		(71,315)		13,331
Consolidated Total	$	443,503	$	(284,055)	$	159,448	$	443,476	$	(271,594)	$	171,882

For the three and six-months ended March 31, 2018 and 2017, Woodward recorded amortization expense associated with intangibles of the following:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization expense	$	6,258	$	6,431	$	12,501	$	12,889

17

Future amortization expense associated with intangibles is expected to be:

Year Ending September 30:
2018 (remaining)	$	12,513
2019		23,165
2020		20,407
2021		18,405
2022		16,253
Thereafter		68,705
	$	159,448

Note 13.  Credit facilities, short-term borrowings and long-term debt

Revolving credit facility

Woodward maintains a $1,000,000 revolving credit facility established under a revolving credit agreement among Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “Revolving Credit Agreement”).  The Revolving Credit Agreement provides for the option to increase available borrowings to up to $1,200,000, subject to lenders’ participation.  Borrowings under the Revolving Credit Agreement can be made by Woodward and certain of its foreign subsidiaries in U.S dollars or in foreign currencies other than the U.S. dollar and generally bear interest at LIBOR plus 0.85% to 1.65%.  The Revolving Credit Agreement matures in April 2020.  Under the Revolving Credit Agreement, there were $41,930 in principal amount of borrowings outstanding as of March 31, 2018, at an effective interest rate of 3.28%, and $32,600 in principal amount of borrowings outstanding as of September 30, 2017, at an effective interest rate of 2.29%.  As of March 31, 2018 and September 30, 2017, all of the borrowings under the Revolving Credit Agreement were classified as short-term based on Woodward’s intent and ability to pay this amount in the next twelve months. 

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 as of March 31, 2018 and September 30, 2017 on Woodward’s foreign lines of credit and foreign overdraft facilities.

18

Long-term debt

	March 31,		September 30,
	2018		2017
Series D notes – 6.39%, due October 2018; unsecured	$	100,000	$	100,000
Series F notes – 8.24%, due April 2019; unsecured		43,000		43,000
Series G notes – 3.42%, due November 2020; unsecured		50,000		50,000
Series H notes – 4.03%, due November 2023; unsecured		25,000		25,000
Series I notes – 4.18%, due November 2025; unsecured		25,000		25,000
Series J notes – Floating rate (LIBOR plus 1.25%), due November 2020; unsecured		50,000		50,000
Series K notes – 4.03%, due November 2023; unsecured		50,000		50,000
Series L notes – 4.18%, due November 2025; unsecured		50,000		50,000
Series M notes – 1.12% due September 2026; unsecured		49,279		47,270
Series N notes – 1.31% due September 2028; unsecured		94,861		90,995
Series O notes – 1.57% due September 2031; unsecured		52,975		50,815
Unamortized debt issuance costs		(1,654)		(1,794)
Total long-term debt		588,461		580,286
Less: Current portion of long-term debt		-		-
Long-term debt, less current portion	$	588,461	$	580,286

The Notes

In October 2008, Woodward entered into a note purchase agreement relating to the Series D Notes.  The Series D Notes mature and are payable in October 2018.As of March 31, 2018, the entire amount of debt under the Series D Notes has been classified as long-term based on Woodward’s intent and ability to refinance this debt using cash proceeds from its existing revolving credit facility which, in turn, is expected to be repaid beyond the next twelve months. 

In April 2009, Woodward entered into a note purchase agreement relating to the Series F Notes.

On October 1, 2013, Woodward entered into a note purchase agreement relating to the sale by Woodward of an aggregate principal amount of $250,000 of its senior unsecured notes in a series of private placement transactions.  Woodward issued the Series G, H and I Notes (the “First Closing Notes”) on October 1, 2013.  Woodward issued the Series J, K and L Notes (the “Second Closing Notes,” and together with the Series D Notes, the Series F Notes and the First Closing Notes, the “USD Notes”) on November 15, 2013.  

On September 23, 2016, Woodward and the BV Subsidiary each entered into note purchase agreements 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 €40,000Series M Notes.  The BV Subsidiary issued (a) €77,000 aggregate principal amount of the BV Subsidiary’s Series N Senior Notes (the “Series N Notes”) and (b) €43,000 aggregate principal amount of the BV Subsidiary’s Series O Senior Notes (the “Series O Notes” and together with the Series M Notes and the Series N Notes, the “2016 Notes,” and, together with the USD Notes, collectively, the “Notes”).

Interest on the Series D Notes, the First Closing Notes, and the Series K and L Notes is payable semi-annually on April 1 and October 1 of each year until all principal is paid.  Interest on the Series F Notes is payable semi-annually on April 15 and October 15 of each year until all principal is paid.  Interest on the 2016 Notes is payable semi-annually on March 23 and September 23 of each year, until all principal is paid.  Interest on the Series J Notes is payable quarterly on January 1, April 1, July 1 and October 1 of each year until all principal is paid.  As of March 31, 2018, the Series J Notes bore interest at an effective rate of 3.12%.

Debt Issuance Costs

Unamortized debt issuance costs associated with the Notes of $1,654 as of March 31, 2018 and $1,794 as of September 30, 2017 were recorded as a reduction in “Long-term debt, less current portion” in the Condensed Consolidated Balance Sheets.  Unamortized debt issuance costs of $1,822 associated with the Revolving Credit Agreement as of March 31, 2018 and $2,259 as of September 30, 2017 were recorded as “Other assets” in the Condensed Consolidated Balance Sheets.  Amortization of debt issuance costs is included in operating activities in the Condensed Consolidated Statements of Cash Flows.

19

Note 14.  Accrued liabilities

	March 31,		September 30,
	2018		2017
Salaries and other member benefits	$	27,986	$	91,285
Warranties		13,283		13,597
Interest payable		9,697		9,626
Current portion of acquired performance obligations and unfavorable contracts (1)		1,627		1,627
Accrued retirement benefits		2,379		2,413
Current portion of loss reserve on contractual lease commitments		1,245		1,343
Current portion of deferred income from JV formation (Note 4)		6,427		6,451
Deferred revenues		3,372		4,625
Restructuring charges		17,013		-
Taxes, other than income		17,890		14,401
Other		10,523		9,704
	$	111,442	$	155,072

(1) In connection with Woodward’s acquisition of GE Aviation Systems LLC’s (the “Seller”) thrust reverser actuation systems business located in Duarte, California (the “Duarte Acquisition”) in fiscal year 2013, Woodward assumed current and long-term performance obligations for contractual commitments that are expected to result in future economic losses.  In addition, Woodward assumed current and long-term performance obligations for services to be provided to the Seller and others, partially offset by current and long-term assets related to contractual payments due from the Seller.  The current portion of both obligations is included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

Warranties

Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements.  Accruals are established for specifically identified warranty issues that are probable to result in future costs.  Warranty costs are accrued on a non-specific basis whenever past experience indicates a normal and predictable pattern exists.  Changes in accrued product warranties were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Warranties, beginning of period	$	13,017	$	15,528	$	13,597	$	15,993
Expense, net of recoveries		2,334		2,139		304		4,062
Reductions for settling warranties		(2,209)		(2,750)		(832)		(4,782)
Foreign currency exchange rate changes		141		124		214		(232)
Warranties, end of period	$	13,283	$	15,041	$	13,283	$	15,041

Loss reserve on contractual lease commitments

In connection with the construction of a new production facility in Niles, Illinois, Woodward vacated a leased facility in Skokie, Illinois and recognized a loss reserve against the estimated remaining contractual lease commitments, less anticipated sublease income.  Changes in the loss reserve were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Loss reserve on contractual lease commitments, beginning of period	$	4,717	$	8,840	$	5,270	$	9,242
Payments, net of sublease income		(239)		(445)		(792)		(847)
Loss reserve on contractual lease commitments, end of period	$	4,478	$	8,395	$	4,478	$	8,395

Other liabilities included $3,233 and $3,927of accrued loss reserve on contractual lease commitments as of March 31, 2018 and September 30, 2017, respectively, which are not expected to be settled or paid within twelve months of the respective balance sheet date.

20

Restructuring charges

In the second quarter of fiscal 2018, the Company recorded restructuring charges totaling $17,013, the majority of which relate to the Company’s decision to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado.  The Duarte facility, which manufactures thrust reverser actuation systems, is part of the Company’s Aerospace segment.  Included in the $17,013 of restructuring charges for the three and six-months ended March 31, 2018, is $12,504 of workforce management costs associated with the transfer of the business from Duarte to Fort Collins. The remaining restructuring charges recognized in the three and six-months ended March 31, 2018 is $4,509 of workforce management costs related to aligning the Company’s industrial turbomachinery business, which is part of the Company’s Industrial segment, with current market conditions.  All of the restructuring charges recorded in the second quarter and first half of fiscal 2018 were recorded as nonsegment expenses.  All of the restructuring charges recorded as of March 31, 2018 are expected to be paid within one year of the balance sheet date.

In addition to the restructuring charges recognized in the second quarter of fiscal year 2018,  the Company anticipates incurring additional costs associated with the Duarte relocation such as expenses associated with equipment relocation, employee training, accelerated depreciation, and increased labor expenses over the coming year.  The Company anticipates these additional expenses will vary by quarter, but are expected to be approximately $12,000 in total.  Although the Company plans to sell the Duarte facility’s land, building and building improvements, it is currently still occupying the Duarte facility and has recorded these as assets held for use as of March 31, 2018 (see Note 10, Property, plant and equipment).

Note 15.  Other liabilities

	March 31,		September 30,
	2018		2017
Net accrued retirement benefits, less amounts recognized within accrued liabilities	$	53,234	$	52,211
Noncurrent portion of deferred income from JV formation (1)		239,275		236,896
Total unrecognized tax benefits		20,684		20,949
Noncurrent income taxes payable (2)		23,920		-
Acquired unfavorable contracts (3)		1,149		2,076
Deferred economic incentives (4)		13,801		14,574
Loss reserve on contractual lease commitments (5)		3,233		3,927
Other		10,850		14,165
	$	366,146	$	344,798

(1) See Note 4, Joint venture for more information on the deferred income from JV formation.

(2) See Note 17, Income taxes for more information on the noncurrent income taxes payable.

(3) In connection with the Duarte Acquisition in fiscal year 2013, Woodward assumed current and long-term performance obligations for contractual commitments that are expected to result in future economic losses.  The long-term portion of the acquired unfavorable contracts is included in Other liabilities.

(4) Woodward receives certain economic incentives from various state and local authorities related to capital expansion projects.  Such amounts are initially recorded as deferred credits and are being recognized as a reduction to pre-tax expense over the economic lives of the related capital expansion projects.

(5) See Note 14, Accrued liabilities for more information on the loss reserve on contractual lease commitments.

Note 16.  Other (income) expense, net 

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Equity interest in the earnings of the JV (Note 4)	$	(1,006)	$	(382)	$	(1,602)	$	(1,066)
Net (gain) loss on sales of assets		(396)		37		(454)		(3,662)
Rent income		(17)		(70)		(71)		(143)
Net gain on investments in deferred compensation program		(46)		(705)		(700)		(729)
Other		(148)		(195)		(358)		(303)
	$	(1,613)	$	(1,315)	$	(3,185)	$	(5,903)

21

Note 17.  Income taxes

On December 22, 2017, the United States (“U.S.”) enacted significant changes to the U.S. tax law following the passage and signing of the Tax Act.  The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, a one-time repatriation tax on deferred foreign income (“Transition Tax”), deductions, credits and business-related exclusions.

U.S. GAAP requires that the interim period tax provision be determined as follows:  

· At the end of each quarter, Woodward estimates the tax that will be provided for the current fiscal year stated as a percentage of estimated “ordinary income.”  The term ordinary income refers to earnings from continuing operations before income taxes, excluding significant unusual or infrequently occurring items. 

The estimated annual effective rate is applied to the year-to-date ordinary income at the end of each quarter to compute the estimated year-to-date tax applicable to ordinary income.  The tax expense or benefit related to ordinary income in each quarter is the difference between the most recent year-to-date and the prior quarter year-to-date computations.

· The tax effects of significant unusual or infrequently occurring items are recognized as discrete items in the interim period in which the events occur.  The impact of changes in tax laws or rates on deferred tax amounts, the effects of changes in judgment about beginning of the year valuation allowances, and changes in tax reserves resulting from the finalization of tax audits or reviews are examples of significant unusual or infrequently occurring items that are recognized as discrete items in the interim period in which the event occurs.  Enactment of the Tax Act during December 2017 resulted in a provisional discrete net charge to Woodward’s income tax expense in the amount of $14,778, which was recorded in the first quarter of fiscal year 2018.  There were no provisional adjustments recorded to income tax expense in the three-months ended March 31, 2018.

The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income of Woodward in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year.  In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, and other factors that cannot be predicted with certainty.  As such, there can be significant volatility in interim tax provisions.

The permanent reduction to the U.S. federal corporate income tax rate from 35% to 21% is effective January 1, 2018 (the “Effective Date”).  When a U.S. federal tax rate change occurs during a taxpayer’s fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment.  As a result of the Tax Act, Woodward has calculated a U.S. federal statutory corporate income tax rate of 24.5% for the fiscal year ending September 30, 2018 and applied this rate in computing the income tax provision for the three and six-months ended March 31, 2018.  The U.S. federal statutory corporate income tax rate of 24.5% is the weighted daily average rate between the pre-enactment U.S. federal statutory tax rate of 35% applicable to Woodward’s 2018 fiscal year prior to the Effective Date and the post-enactment U.S. federal statutory tax rate of 21% applicable to the 2018 fiscal year thereafter.  Woodward expects the U.S. federal statutory rate to be 21% for fiscal years beginning after September 30, 2018.

On December 22, 2017, the SEC issued SAB 118.  SAB 118 expresses views of the SEC regarding ASC 740 in the reporting period that includes the enactment date of the Tax Act.  Subsequent to the issuance of SAB 118, in March 2018, the FASB issued ASU 2018-05,  which formally amended ASC 740 for the guidance previously provided by SAB 118.  The SEC staff issuing SAB 118 (the “Staff”) recognized that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein.  The Staff’s view of the enactment of the Tax Act has been developed considering the principles of ASC Topic 805, Business Combinations, which addresses the accounting for certain items in a business combination for which the accounting is incomplete upon issuance of the financial statements that include the reporting period in which the business combination occurs.  Specifically, the Staff provides that the accounting guidance in ASC Topic 805 may be analogized to the accounting for impacts of the Tax Act.  If a company does not have the necessary information available, prepared or analyzed for certain income tax effects of the Tax Act, SAB 118 allows a company to report provisional numbers and adjust those amounts during the measurement period not to extend beyond one year.  For the three and six-months ended March 31, 2018, Woodward has recorded all known and estimable impacts of the Tax Act that are effective for fiscal year 2018.  Future adjustments to the provisional numbers will be recorded as discrete adjustments to income tax expense in the period in which those adjustments become estimable and/or are finalized.

Accordingly, Woodward’s income tax provision for the three and six-months ended March 31, 2018 reflects (i) the current year impacts of the Tax Act on the estimated annual effective tax rate and (ii) discrete items, if any, resulting directly

22

from the enactment of the Tax Act based on the information available, prepared, or analyzed (including computations) in reasonable detail.  There were no changes in the discrete impact from the enactment of the Tax Act for the three-months ended March 31, 2018.

	Six-Months Ended
	March 31, 2018
Transition tax (provisional)	$	26,000
Net impact on U.S. deferred tax assets and liabilities (provisional)		(16,260)
Net changes in deferred tax liability associated with anticipated repatriation taxes (provisional)		5,038
Net discrete impacts of the enactment of the Tax Act	$	14,778

Woodward determined that the Transition Tax is provisional because various components of the computation are unknown as of March 31, 2018, including the following significant items: the exchange rates for fiscal year 2018, the actual aggregate foreign cash position and the earnings and profits of the foreign entities as of September 30, 2018, the interpretation and identification of cash positions as of September 30, 2018, and incomplete computations of accumulated earnings and profits balances as of November 2, 2017 and December 31, 2017.  Consistent with provisions allowed under the Tax Act, the $26,000 estimated Transition Tax liability will be paid over an eight year period beginning in fiscal year 2019.  As of March 31, 2018, the current portion of the estimated Transition Tax liability in the amount of $2,080 has been included in “Income taxes receivable, net”, andthe noncurrent portion in the amount of $23,920 has been included in “Other liabilities” in the Condensed Consolidated Balance Sheets. 

Woodward also determined that the impact of the U.S. federal corporate income tax rate change on the U.S. deferred tax assets and liabilities is provisional because the number cannot be calculated until the underlying timing differences are known rather than estimated.   

Given the Tax Act’s significant changes and potential opportunities to repatriate cash tax free, Woodward is in the process of evaluating its current indefinite assertions.  As a result of the Tax Act, Woodward now expects to repatriate certain earnings which will be subject to withholding taxes.  These additional withholding taxes were recorded as an additional deferred tax liability associated with the basis difference in such jurisdictions.  The uncertainty related to the taxation of such withholding taxes on distributions under the Tax Act and finalization of the cash repatriation plan makes the deferred tax liability a provisional amount. 

Woodward continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) on Woodward, which are not effective until fiscal year 2019.  Woodward has not recorded any impact associated with either GILTI or BEAT in the tax rate as of the second quarter of fiscal year 2018. 

Within the calculation of Woodward’s annual effective tax rate Woodward has used assumptions and estimates that may change as a result of future guidance, interpretation, and rule-making from the Internal Revenue Service, the SEC, and the FASB and/or various other taxing jurisdictions.  For example, Woodward anticipates that the state jurisdictions will continue to determine and announce their conformity to the Tax Act which could have an impact on the annual effective tax rate.

The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295
Income tax expense		10,158		12,131		29,385		12,642
Effective tax rate		20.9%		24.1%		34.1%		13.0%

The decrease in the year-over-year effective tax rate for the three-months ended March 31, 2018 is primarily attributable to the benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate, partially offset by  a smaller favorable adjustment for the net excess income tax benefits from stock-based compensation, less foreign earnings taxed at lower tax rates and fewer favorable resolutions of tax matters in the current quarter.

The increase in the effective tax rate for the six-months ended March 31, 2018 compared to the six-months ended March 31, 2017 is primarily attributable to the $14,778 discrete net unfavorable impact in the first quarter of fiscal year 2018 resulting from the enactment of the Tax Act partially offset by benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate.  In addition, the effective tax rate for the six-months ended March 31, 2017 included the impact of the repatriation to the U.S. of certain net

23

foreign profits and losses. In the first quarter of fiscal year 2017, the U.S. foreign tax credits available as a result of the repatriation of the foreign net earnings were greater than the U.S. taxes payable on these foreign net earnings.

Gross unrecognized tax benefits were $19,574 as of March 31, 2018, and $20,132 as of September 30, 2017.  Included in the balance of unrecognized tax benefits were $9,176 as of March 31, 2018 and $9,677 as of September 30, 2017 of tax benefits that, if recognized, would affect the effective tax rate.  At this time, Woodward estimates that it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $8,901 in the next twelve months due to the completion of reviews by tax authorities, lapses of statutes, and the settlement of tax positions.  Woodward accrues for potential interest and penalties related to unrecognized tax benefits and all other interest and penalties related to tax payments in tax expense.  Woodward had accrued gross interest and penalties of $1,372 as of March 31, 2018 and $1,123 as of September 30, 2017.

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 limitations may result in changes to tax expense.  Fiscal years remaining open to examination in significant foreign jurisdictions include 2008 and thereafter.  Woodward’s fiscal years remaining open to examination in the United States include fiscal years 2014 and thereafter.  Woodward is currently under examination by the Internal Revenue Service for fiscal years 2016, 2015 and 2014.  Woodward has concluded U.S. federal income tax examinations through fiscal year 2012.  Woodward is generally subject to U.S. state income tax examinations for fiscal years 2012 and the periods thereafter.

Note 18.  Retirement benefits

Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits and postretirement life insurance benefits.  Eligibility requirements and benefit levels vary depending on employee location.

Defined contribution plans

Most of the Company’s U.S. employees are eligible to participate in the U.S. defined contribution plan.  The U.S. defined contribution plan allows employees to defer part of their annual income for income tax purposes into their personal 401(k) accounts.  The Company makes matching contributions to eligible employee accounts, which are also deferred for employee personal income tax purposes.  Certain foreign employees are also eligible to participate in similar foreign plans.

Most of Woodward’s U.S. employees with at least two years of service receive an annual contribution of Woodward stock, equal to 5% of their eligible prior year wages, to their personal Woodward Retirement Savings Plan accounts.  Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 202 shares of common stock for a value of $14,741 in the second quarter of fiscal year 2018, compared to a total of 199shares of common stock for a value of $14,014 in the second quarter of fiscal year 2017.

The amount of expense associated with defined contribution plans was as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company costs	$	8,716	$	8,502	$	16,595	$	15,751

Defined benefit plans

Woodward has defined benefit plans that provide pension benefits for certain retired employees in the United States, the United Kingdom, and Japan.  Woodward also provides other postretirement benefits to its employees including postretirement medical benefits and life insurance benefits.  Postretirement medical benefits are provided to certain current and retired employees and their covered dependents and beneficiaries in the United States and the United Kingdom.  Lifeinsurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current employees.  A September 30 measurement date is utilized to value plan assets and obligations for all of Woodward’s defined benefit pension and other postretirement benefit plans.

U.S. GAAP requires that, for obligations outstanding as of September 30, 2017, 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.

During the third quarter of fiscal year 2016, Woodward opened a lump-sum buy-out window, which closed in the fourth quarter of fiscal year 2016 and was fully settled during the first quarter of fiscal year 2017, for certain former U.S. employees

24

and/or their dependents eligible to receive postretirement defined benefit pension payments for past employment services to the Company.  Eligible pension plan participants were provided the opportunity to elect to receive a one-time lump-sum payment or an immediate annuity in lieu of future pension benefit payments.  Pension benefit payments paid from available pension plan assets under the lump-sum buy-out options were $670 during the first quarter and first half of fiscal year 2017.  Woodward made no further pension benefit payments under the lump-sum buy-out options.

The components of the net periodic retirement pension costs recognized are as follows:

	Three-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	411	$	418	$	165	$	187	$	576	$	605
Interest cost		1,501		1,439		344		296		1,845		1,735
Expected return on plan assets		(2,903)		(2,633)		(717)		(638)		(3,620)		(3,271)
Amortization of:
Net actuarial loss		149		463		75		126		224		589
Prior service cost		178		96		-		-		178		96
Net periodic retirement pension benefit	$	(664)	$	(217)	$	(133)	$	(29)	$	(797)	$	(246)
Contributions paid	$	-	$	-	$	119	$	101	$	119	$	101
	Six-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	822	$	837	$	323	$	379	$	1,145	$	1,216
Interest cost		3,002		2,878		673		592		3,675		3,470
Expected return on plan assets		(5,807)		(5,265)		(1,403)		(1,279)		(7,210)		(6,544)
Amortization of:
Net actuarial loss		299		927		147		253		446		1,180
Prior service cost		355		192		-		-		355		192
Net periodic retirement pension benefit	$	(1,329)	$	(431)	$	(260)	$	(55)	$	(1,589)	$	(486)
Contributions paid	$	-	$	-	$	431	$	466	$	431	$	466

The components of the net periodic other postretirement benefit costs recognized are as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Service cost	$	2	$	3	$	4	$	7
Interest cost		291		311		583		622
Amortization of:
Net actuarial loss		24		51		48		101
Prior service benefit		(39)		(39)		(79)		(79)
Curtailment gain		-		-		(330)		-
Net periodic other postretirement cost	$	278	$	326	$	226	$	651
Contributions paid	$	1,009	$	804	$	1,235	$	1,419

25

The amount of cash contributions made to these plans in any year is dependent upon a number of 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 2018 may differ from the current estimate.  Woodward estimates its remaining cash contributions in fiscal year 2018 will be as follows:

Retirement pension benefits:
United States	$	-
United Kingdom		219
Japan		-
Other postretirement benefits		2,636

Multiemployer defined benefit plans

Woodward operates multiemployer defined benefit plans for certain employees in both the Netherlands and Japan.  The amounts of contributions associated with the multiemployer plans were as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company contributions	$	87	$	79	$	167	$	147

Note 19.  Stockholders’ equity

Stock repurchase program

In the first quarter of fiscal year 2017, Woodward’s board of directors terminated the Company’s prior stock repurchase program and replaced it with a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in November 2019 (the “2017Authorization”).  In the first half of fiscal year 2017, Woodward purchased, under the 2017 Authorization, 886 shares of its common stock for $61,229, of which 350 shares were purchased pursuant to a 10b5-1 plan and 536 shares were purchased pursuant to a 10b-18 plan.  Woodward repurchased no common stock under a stock repurchase program in the first half of fiscal year 2018.

Stock-based compensation

Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan (the “2017 Plan”), the 2006 Omnibus Incentive Plan (the “2006 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”).  The 2002 Plan provided that no further grants would be made after December 31, 2006.  No further grants will be made under the 2006 Plan, which expired in fiscal year 2016. 

Woodward has reserved a total of 2,000 shares of Woodward’s common stock for issuance under the 2017 Plan, which was approved by Woodward’s stockholders in January 2017 and is a successor plan to the 2006 Plan. 

Stock options

To date, equity awards under the 2017 Plan have consisted of grants of stock options to Woodward’s employees and directors.  Woodward believes that these stock options align the interests of its employees and directors with the interests of its stockholders.  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 a four-year vesting schedule at a rate of 25% per year.

The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model using the assumptions in the following table.  Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants.  Expected volatility is based on historical volatility using daily stock price observations.  The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock.  The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.

26

	Three-Months Ended								Six-Months Ended
	March 31,								March 31,
	2018				2017				2018				2017
Weighted-average exercise price per share	$	72.01			$	62.64			$	78.91			$	62.64
Weighted-average grant date market value of Woodward stock	$	72.01			$	69.45			$	78.91			$	69.45
Expected term (years)		6.4				6.0	-	8.7		6.4	-	8.7		6.0	-	8.7
Estimated volatility		29.1%				31.5%	-	33.7%		29.1%	-	32.7%		31.5%	-	33.7%
Estimated dividend yield		0.8%				0.7%				0.6%	-	0.8%		0.7%
Risk-free interest rate		2.7%	-	2.8%		2.2%	-	2.5%		2.1%	-	2.8%		2.2%	-	2.5%

The following is a summary of the activity for stock option awards during the three and six-months ended March 31, 2018:

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Exercise Price per Share		Number of options		Weighted-Average Exercise Price per Share
Options, beginning balance		5,937	$	44.48		5,236	$	39.58
Options granted		6		72.01		750		78.91
Options exercised		(63)		34.54		(97)		36.84
Options forfeited		-		-		(9)		55.61
Options, ending balance		5,880		44.62		5,880		44.62

Changes in non-vested stock options during the three and six-months ended March 31, 2018 were as follows:

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Grant Date Fair Value per Share		Number of options		Weighted-Average Grant Date Fair Value Per Share
Options outstanding, beginning balance		2,020	$	21.63		2,072	$	18.61
Options granted		6		22.82		750		25.66
Options vested		(4)		23.10		(791)		17.57
Options forfeited		-		-		(9)		19.82
Options outstanding, ending balance		2,022		21.63		2,022		21.63

Information about stock options that have vested, or are expected to vest, and are exercisable at March 31, 2018 was as follows:

	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		5,880	$	44.62		5.9	$	155,908
Options vested and exercisable		3,858		35.68		4.6		132,401
Options vested and expected to vest		5,782		44.25		5.9		155,118

Stock-based compensation expense

Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period.  Pursuant to form stock option agreements used by the Company, with terms approved by the administrator of the applicable

27

plan, the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility.  As such, the recognition of stock-based compensation expense associated with some stock option grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant.

Upon approving the 2017 Plan, Woodward’s board of directors delegated authority to administer the 2017 Plan to the compensation committee of the board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards.The compensation committee approved issuance of options in the first quarter of fiscal year 2017 under the 2017 Plan, with an award date of October 3, 2016 conditional upon and subject to approval of the 2017 Plan by the stockholders.  The stock options conditionally awarded under the 2017 Plan were not granted or outstanding for accounting purposes prior to stockholder approval of the 2017 Plan, and as such no stock-based compensation expense related to such awards was recognized on these stock options, during the three-months ended December 31, 2016, but rather the expense was recognized in the three-months ended March 31, 2017.Options granted in the three-months ended December 31, 2017 were not conditionally granted and, therefore, stock-based compensation expense related to those awards was recognized during the three-months ended December 31, 2017.  Total stock-based compensation expense was $2,011 for the three-months and $14,434 for the six-months ended March 31, 2018, and $12,502 for the three-months and $13,763 for the six-months ended March 31, 2017.

At March 31, 2018, there was approximately $12,695 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements.  The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0% for members of Woodward’s board of directors and 9% for all others.  The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2.2 years.

Note 20.  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.

In the event of a change in control of Woodward, as defined in change-in-control agreements with its current corporate officers, Woodward may be required to pay termination benefits to any such officer if such officer’s employment is terminated within two years following the change of control.

Note 21.  Segment information

Woodward serves the aerospace and industrial markets through its two reportable segments - Aerospace and Industrial.  When appropriate, Woodward’s reportable segments are aggregations of Woodward’s operating segments.  Woodward uses operating segment information internally to manage its business, including the assessment of operating segment performance and decisions for the allocation of resources between operating segments.

The accounting policies of the reportable segments are the same as those of the Company.  Woodward evaluates segment profit or loss based on internal performance measures for each segment in a given period.  In connection with that assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense, certain gains and losses from asset dispositions, or other non-recurring and/or non-operationally related expenses. 

28

A summary of consolidated net sales and earnings by segment follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Segment external net sales:
Aerospace	$	386,343	$	320,526	$	692,248	$	587,206
Industrial		161,906		179,855		326,149		356,069
Total consolidated net sales	$	548,249	$	500,381	$	1,018,397	$	943,275
Segment earnings:
Aerospace	$	72,969	$	58,227	$	116,522	$	105,104
Industrial		10,237		17,089		29,581		35,087
Nonsegment expenses(1)		(28,343)		(18,764)		(47,366)		(30,145)
Interest expense, net		(6,216)		(6,316)		(12,603)		(12,751)
Consolidated earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295

(1) Nonsegment expenses for the three and six-months ended March 31, 2018 includes restructuring charges of $17,013.  See Note 14, Accrued liabilities for further details.

Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other intangibles, net.  A summary of consolidated total assets by segment follows:

	March 31, 2018		September 30, 2017
Segment assets:
Aerospace	$	1,723,472	$	1,722,789
Industrial		686,329		695,264
Unallocated corporate property, plant and equipment, net		121,216		104,755
Other unallocated assets		254,734		234,301
Consolidated total assets	$	2,785,751	$	2,757,109

Note 22.  Subsequent events

On April 9, 2018, the Company announced that it had signed an agreement to acquire L’Orange GmbH and its related operations located in Germany, the United States and China (“L’Orange”), for total consideration (including cash payments and the assumption of debt and other specified financial obligations) of €700,000 (the “L’Orange Acquisition”).  L’Orange is part of Rolls-Royce, specifically its Rolls-Royce Power Systems business. The Company expects to finance the L’Orange Acquisitionwith borrowings from its revolving credit facility, or debt proceeds from a private placement, or a combination of both.  Transaction costs of $1,136 for the three and six-months ending March 31, 2018 are included in selling, general andadministrative expenses.

L’Orange is a supplier of fuel injection systems for industrial diesel, heavy fuel oil and dual-fuel engines.  L’Orange supplies fuel injection technology for engines that power a wide range of industrial applications including marine power and propulsion systems, special-application vehicles, locomotives, oil and gas processing, and power generation. L’Orange serves some of the world’s best known specialist diesel engine manufacturers, including Rolls-Royce Power Systems’ subsidiaries, MTU Friedrichshafen (“MTU”) and Bergen Engines (“Bergen”), and other low to high speed engine builders.  L’Orange, which will be renamed Woodward L’Orange, will be integrated into the Company’s Industrial segment.  L’Orange will remain an important partner and supplier for MTU and Bergen in the future through long-term supply agreements, with an initial term of 15 years.

Pending regulatory approval, the L’Orange Acquisition is expected to close in the third quarter of fiscal year 2018.  Accordingly, the initial accounting for the business combination, including pro forma revenues and earnings of the combined entity, is expected to be included in the Company’s Form 10-Q for the third fiscal quarter ending June 30, 2018.

On April 18, 2018,  the Company entered into an at-the-money-forward option (the “Forward Option”) at a cost of $5,543 whereby, on May 30, 2018, the Company has the ability to exercise its option to purchase €490,000 on June 1, 2018 using U.S. dollars at a fixed exchange rate of 1.2432.  If the spot rate is below 1.2432 on May 30, 2018, the Company will choose not to exercise the option and any loss on the Forward Option will be limited to $5,543, which is the cost of the instrument.  If the spot rate is above 1.2432 on May 30, 2018, the Company will choose to exercise the option and the gain on the Forward Option will be offset by the cost of the instrument andwill be reflected in the Company’sCondensed Consolidated

29

Statement of Earnings in the third fiscal quarter ending June 30, 2018.  The Company is not committed to purchase Euros if the spot rate is below 1.2432 on May 30, 2018.The Company entered into the Forward Option to manage its exposure to fluctuations in the Euro prior to the anticipated close of the L’Orange Acquisition.  The Company did not enter into the Forward Option for trading or speculative purposes.

30

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Amounts in thousands, except per share amounts)

Forward Looking Statements

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

· the anticipated closing of, and plans and expectations related to, our recently announced agreement to purchase L’Orange GmbH and its related operations in Germany, the United States and China (“L’Orange”);

· the effects of the pending L’Orange acquisition on our future business and financial results;

· future sales, earnings, cash flow, uses of cash, and other measures of financial performance;

· trends in our business and the markets in which we operate, including expectations in those markets in future periods;

· our expected expenses in future periods and trends in such expenses over time;

· descriptions of our plans and expectations for future operations;

· plans and expectations relating to the performance of our joint venture with General Electric Company;

· investments in new campuses, business sites and related business developments;

· the effect of economic trends or growth;

· the expected levels of activity in particular industries or markets and the effects of changes in those levels;

· the scope, nature, or impact of acquisition activity and integration of such acquisition into our business;

· the research, development, production, and support of new products and services;

· new business opportunities;

· restructuring and alignment costs and savings;

· our plans, objectives, expectations and intentions with respect to business opportunities that may be available to us;

· our liquidity, including our ability to meet capital spending requirements and operations;

· future repurchases of common stock;

· future levels of indebtedness and capital spending;

· the stability of financial institutions, including those lending to us;

· pension and other postretirement plan assumptions and future contributions; and

· our tax rate and other effects of the changes to U.S. federal tax law.

Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including:

· a decline in business with, or financial distress of, our significant customers;

· global economic uncertainty and instability in the financial markets;

· our ability to manage product liability claims, product recalls or other liabilities associated with the products and services that we provide;

· our ability to obtain financing, on acceptable terms or at all, to implement our business plans, complete acquisitions, or otherwise take advantage of business opportunities or respond to business pressures;

· the long sales cycle, customer evaluation process, and implementation period of some of our products and services;

· our ability to implement and realize the intended effects of any restructuring and alignment efforts;

· our ability to successfully manage competitive factors, including prices, promotional incentives, competitor product development, industry consolidation, and commodity and other input cost increases;

· our ability to manage our expenses and product mix while responding to sales increases or decreases;

· the ability of our subcontractors to perform contractual obligations and our suppliers to provide us with materials of sufficient quality or quantity required to meet our production needs at favorable prices or at all;

· our ability to monitor our technological expertise and the success of, and/or costs associated with, our product development activities;

31

· consolidation in the aerospace market and our participation in a strategic joint venture with General Electric Company may make it more difficult to secure long-term sales in certain aerospace markets;

· our debt obligations, our debt service requirements, and our ability to operate our business, pursue business strategies and incur additional debt in light of covenants contained in our outstanding debt agreements;

· our ability to manage additional tax expense and exposures;

· risks related to our U.S. Government contracting activities, including liabilities resulting from legal and regulatory proceedings, inquiries, or investigations related to such activities;

· the potential of a significant reduction in defense sales due to decreases in the amount of U.S. Federal defense spending or other specific budget cuts impacting defense programs in which we participate;

· changes in government spending patterns, priorities, subsidy programs and/or regulatory requirements;

· future impairment charges resulting from changes in the estimates of fair value of reporting units or of long-lived assets;

· future results of our subsidiaries;

· environmental liabilities related to manufacturing activities and/or real estate acquisitions;

· our continued access to a stable workforce and favorable labor relations with our employees;

· physical and other risks related to our operations and suppliers, including natural disasters, which could disrupt production;

· our ability to successfully manage regulatory and legal matters (including the adequacy of amounts accrued for contingencies, the U.S. Foreign Corrupt Practices Act,U.S. and other tax laws,  international trade regulations, and product liability, patent, and intellectual property matters);

· changes in accounting standards, which could adversely impact our profitability or financial position;

· risks related to our common stock, including changes in prices and trading volumes;

· risks from operating internationally, including the impact on reported earnings from fluctuations in foreign currency exchange rates, tariffs, and compliance with and changes in the legal and regulatory environments of the United States and the countries in which we operate;

· risks associated with global political and economic uncertainty in the European Union and elsewhere;

· fair value of defined benefit plan assets and assumptions used in determining our retirement pension and other postretirement benefit obligations and related expenses including, among others, discount rates and investment return on pension assets;

· industry risks, including changes in commodity prices for oil, natural gas, and other minerals, unforeseen events that may reduce commercial aviation, and changing emissions standards;

· possible information systems interruptions or intrusions, which may adversely affect our operations; and

· certain provisions of our charter documents and Delaware law that could discourage or prevent others from acquiring our company.

These factors are representative of the risks, uncertainties, and assumptions that could cause actual outcomes and results to differ materially from what is expressed or forecast in our forward-looking statements.  Other factors are discussed elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), under the caption “Risk Factors” in Part I, Item 1A in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) (our “Form 10-K”), as updated from time to time in our subsequent SEC filings, and other documents we have filed or will file with the SEC.  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.

This discussion should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recent Form 10-K and the Condensed Consolidated Financial Statements and Notes included therein and in this report.

32

OVERVIEW

On April 9, 2018, we announced that we had signed an agreement to acquire L’OrangeGmbH and its related operations located in Germany, the United States and China (“L’Orange”), for total consideration (including cash payments and the assumption of debt and other specified financial obligations) of €700,000 (the “L’Orange Acquisition”).  L’Orange is part of Rolls-Royce, specifically its Rolls-Royce Power Systems business.

L’Orange is a supplier of fuel injection systems for industrial diesel, heavy fuel oil and dual-fuel engines. L’Orange supplies fuel injection technology for engines that power a wide range of industrial applications including marine power and propulsion systems, special-application vehicles, locomotives, oil and gas processing, and power generation. L’Orange serves some of the world’s best known specialist diesel engine manufacturers, including Rolls-Royce Power Systems’ subsidiaries, MTU Friedrichshafen and Bergen Engines, and other low to high speed engine builders. L’Orange, which will be renamed Woodward L’Orange, will be integrated into our Industrial segment.The L’Orange Acquisition is expected to close in the third quarter of fiscal year 2018.

Operational Highlights

Quarter to Date Highlights

Net sales for the second quarter of fiscal year 2018 were $548,249, an increase of 9.6% from $500,381 for the prior year’s second quarter.  Foreign currency exchange rates had a favorable impact on net sales of $11,032 for the second quarter of fiscal year 2018.  Aerospace segment sales for the second quarter of fiscal year 2018 were up 20.5% to $386,343, compared to $320,526 for the second quarter of the prior fiscal year.  Industrial segment sales for the second quarter of fiscal year 2018 were down 10.0% to $161,906, compared to $179,855 for the second quarter of the prior fiscal year. 

Net earnings for the second quarter of fiscal year 2018 were $38,489, or $0.60 per diluted share, compared to $38,105, or $0.60 per diluted share, for the second quarter of fiscal year 2017.  Net earnings for the second quarter of fiscal year 2018 included $17,013 of restructuring charges  ($12,667 net of tax), or $0.20 per diluted share, related primarily to our previously announced decision to move our operations located in Duarte, California to the recently renovated Drake Campus in Fort Collins, Colorado.  Adjusted net earnings, which excludes (i) restructuring charges, (ii) move costs associated with the relocation of our Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado (“Duarte move related costs”), and (iii) merger and acquisition transaction and integration costs, were $52,357, or adjusted earnings per share of $0.82 per diluted share.  (Adjusted net earnings and adjusted earnings per share are non-U.S. GAAP financial measures.  A reconciliation of adjusted net earnings and adjusted earnings per share to the closest U.S. GAAP financial measure, net earnings and earnings per share, respectively, can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.)

The effective tax rate in the second quarter of fiscal year 2018 was 20.9% compared to 24.1% for the second quarter of the prior fiscal year primarily due tothe benefits of the current year effect of the U.S. federal corporate tax rate reduction resulting from the enactment of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”)on the estimated annual effective tax rate.

Earnings before interest and taxes (“EBIT”) for the second quarter of fiscal year 2018 were $54,863, a decrease of 3.0% from $56,552 in the second quarter of fiscal year 2017.  Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the second quarter of fiscal year 2018 were $76,875, flat compared to $76,646 for the second quarter of fiscal year 2017.  Adjusted EBIT and adjusted EBITDA for the second quarter of fiscal year 2018 were $73,411 and $95,423, respectively.  Adjusted EBIT and adjusted EBITDA exclude (i) restructuring charges, (ii) Duarte move related costs, and (iii) merger and acquisition transaction and integration costs.(EBIT, adjusted EBIT, EBITDA and adjusted EBITDA are non-U.S. GAAP financial measures.  A reconciliation of these non-U.S. GAAP financial measures to the closest U.S. GAAP financial measure can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.)

 Aerospace segment earnings as a percent of segment net sales increased to 18.9% in the second quarter of fiscal year 2018 from 18.2% in the second quarter of the prior fiscal year.  Industrial segment earnings as a percent of segment net sales decreased to 6.3% in the second quarter of fiscal year 2018 from 9.5% in the second quarter of the prior fiscal year.

Year to Date Highlights

Net sales for the first half of fiscal year 2018 were $1,018,397, an increase of 8.0% from $943,275 for the first half of the prior fiscal year.  Foreign currency exchange rates had a favorable impact on net sales of $16,624 for the first half of fiscal year 2018.  Aerospace segment sales for the first half of fiscal year 2018 were up 17.9% to $692,248, compared to $587,206 for the first half of the prior fiscal year.  Industrial segment sales for the first half of fiscal year 2018 were down 8.4% to $326,149 compared to $356,069 for the first half of the prior fiscal year.

33

Net earnings for the first half of fiscal year 2018 were $56,749, or $0.89 per diluted share, compared to $84,653, or $1.33 per diluted share, for the first half of fiscal year 2017.  Net earnings for the first half of fiscal year 2018 included $17,013 of restructuring charges  ($12,667 net of tax), or $0.20 per diluted share, discussed above.Adjusted net earnings, which excludes (i) restructuring charges, (ii) Duarte move related costs, (iii) merger and acquisition transaction and integration costs, and (iv) the transition impacts of the change in U.S. federal tax legislation in December 2017, were $85,395, or adjusted earnings per share of $1.34 per diluted share. 

The effective tax rate in the first half of fiscal year 2018 was 34.1%, compared to 13.0% for the first half of the prior fiscal year primarily due to discrete charges related to recent changes in the U.S. federal tax law.

EBIT for the first half of fiscal year 2018 was $98,737, down 10.3% from $110,046 in the same period of fiscal year 2017.  EBITDA for the first half of fiscal year 2018 was $141,819, down 4.9% from $149,053 for the same period of fiscal year 2017.  Adjusted EBIT and adjusted EBITDA for the first half of fiscal year 2018, which exclude (i) restructuring charges, (ii) Duarte move related costs, and (iii) merger and acquisition transaction and integration costs, were $117,285 and $160,367, respectively.

Aerospace segment earnings as a percent of segment net sales decreased to 16.8% in the first half of fiscal year 2018 from 17.9% in the first half of the prior fiscal year.  Industrial segment earnings as a percent of segment net sales decreased to 9.1% in the first half of fiscal year 2017 from 9.9% in the first half of the prior fiscal year.

Liquidity Highlights

Net cash provided by operating activities for the first half of fiscal year 2018 was  $56,718, compared $129,994 for the first half of fiscal year 2017.  The decrease in net cash provided by operating activities in the first half of fiscal year 2018 compared to the first half of the prior year is primarily attributable to higher working capital used in the current fiscal year primarily due to the timing of payments for accounts payable and accrued liabilities, and increased accounts receivable.

For the first half of fiscal year 2018, free cash flow, which we define as net cash flows from operating activities less payments for property, plant and equipment, was an outflow of $1,760, compared to an inflow of $86,941 for the first half of fiscal year 2017.  Higher payments for plant, property and equipment in the first half of fiscal year 2018 were largely the result of renovations at our Drake Campus in Fort Collins, Colorado and equipment purchases for our second campus in the greater-Rockford, Illinois area.  (A reconciliation of this non-U.S. GAAP financial measure to the closest U.S. GAAP financial measure can be found under the caption “Non-U.S. GAAP Measures” in this Item 2 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations.)

At March 31, 2018, we held $100,147 in cash and cash equivalents, and had total outstanding debt of $630,391 with additional borrowing availability of $947,099, net of outstanding letters of credit, under our revolving credit agreement.  At March 31, 2018, we had additional borrowing capacity of $7,674under various foreign lines of credit and foreign overdraft facilities.  

34

RESULTS OF OPERATIONS

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

	Three-Months Ended								Six-Months Ended
	March 31, 2018		% of Net Sales		March 31, 2017		% of Net Sales		March 31, 2018		% of Net Sales		March 31, 2017		% of Net Sales
Net sales	$	548,249	100	%	$	500,381	100	%	$	1,018,397	100	%	$	943,275	100	%
Costs and expenses:
Cost of goods sold		401,331	73.2			367,099	73.4			748,115	73.5			696,247	73.8
Selling, general, and administrative expenses		39,486	7.2			47,660	9.5			85,762	8.4			85,960	9.1
Research and development costs		37,169	6.8			30,385	6.1			71,955	7.1			56,925	6.0
Restructuring charges		17,013	3.1			-	-			17,013	1.7			-	-
Interest expense		6,687	1.2			6,790	1.4			13,437	1.3			13,630	1.4
Interest income		(471)	(0.1)			(474)	(0.1)			(834)	(0.1)			(879)	(0.1)
Other (income) expense, net		(1,613)	(0.3)			(1,315)	(0.3)			(3,185)	(0.3)			(5,903)	(0.6)
Total costs and expenses		499,602	91.1			450,145	90.0			932,263	91.5			845,980	89.7
Earnings before income taxes		48,647	8.9			50,236	10.0			86,134	8.5			97,295	10.3
Income tax expense		10,158	1.9			12,131	2.4			29,385	2.9			12,642	1.3
Net earnings	$	38,489	7.0		$	38,105	7.6		$	56,749	5.6		$	84,653	9.0

Other select financial data:

	March 31,		September 30,
	2018		2017
Working capital	$	677,270	$	593,955
Short-term borrowings		41,930		32,600
Total debt		630,391		612,886
Total stockholders' equity		1,456,910		1,371,383

Net Sales

Consolidated net sales for the second quarter of fiscal year 2018 increased by $47,868, or 9.6%, compared to the same period of fiscal year 2017.  Consolidated net sales for the first half of fiscal year 2018 increased by $75,122, or 8.0%, compared to the same period of fiscal year 2017.  Details of the changes in consolidated net sales are as follows:

	Three-Month Period		Six-Month Period
Consolidated net sales for the period ended March 31, 2017	$	500,381	$	943,275
Aerospace volume		62,145		98,462
Industrial volume		(27,427)		(43,042)
Effects of changes in price and sales mix		2,118		3,078
Effects of changes in foreign currency rates		11,032		16,624
Consolidated net sales for the period ended March 31, 2018	$	548,249	$	1,018,397

The increase in net sales for the second quarter and first half of fiscal year 2018 was primarily attributable to increased defense original equipment manufacturer (“OEM”) sales boosted by continued momentum in smart weapon sales and increased commercial aftermarket and OEM sales in the Aerospace segment, partially offset by net sales declines in the Industrial segment. The Industrial segment experienced decreased industrial gas turbine sales and renewables sales, which were partially offset by increased sales of reciprocating engines used in both power generation and oil and gas applications.

Costs and Expenses

Cost of goods sold increased by $34,232 to $401,331, or 73.2% of net sales, for the second quarter of fiscal year 2018 from $367,099, or 73.4% of net sales, for the second quarter of fiscal year 2017.  Cost of goods sold increased by $51,868 to $748,115, or 73.5% of net sales, for the first half of fiscal year 2018 from $696,247, or 73.8% of net sales, for the first half of

35

fiscal year 2017.  The increase in cost of goods sold in the second quarter and first half of 2018 as compared to the same periods last year was primarily attributable to higher sales volume, planned production facility capacity expansion costs and learning curve effects.  In the first half of fiscal year 2018, the cost of goods sold increase was partially offset by savings from cost reduction initiatives in our Industrial segment.

Gross margin (as measured by net sales less cost of goods sold, divided by net sales) was 26.8% for the second quarter of fiscal year 2018, compared to 26.6% for the second quarter of fiscal year 2017.  Gross margin was 26.5% for the first half of fiscal year 2018, compared to 26.2% for the first half of fiscal year 2017.  In both the second quarter and first half of fiscal 2018, the gross margin increases are attributable to increased sales volume, partially offset by planned production facility capacity expansion costs and unfavorable product mix.

Selling, general, and administrative expenses decreased by $8,174, or 17.2%, to $39,486 for the second quarter of fiscal year 2018, as compared to $47,660 for the second quarter of fiscal year 2017.  Selling, general, and administrative expenses as a percentage of net sales was 7.2% for the second quarter of fiscal year 2018 as compared to 9.5% for the second quarter of fiscal year 2017.  The decrease in selling, general and administrative expenses for the second quarter of fiscal year 2018 was primarily due to the timing of the recognition of stock-based compensation expense.We recognized the majority of our annual stock-based compensation expense in the first quarter of fiscal year 2018, whereas in fiscal year 2017 the majority of this expense was recognized in the second quarter of the fiscal year.  The decrease in the second quarter of fiscal year 2018 was offset slightly by increased transaction costs of $1,136 associated with the L’Orange Acquisition.

Selling, general, and administrative expenses of $85,762 for the first half of fiscal year 2018 were virtually flat compared to $85,960 for the first half of fiscal year 2017.  Selling, general, and administrative expenses as a percentage of net sales was 8.4% for the first half of fiscal year 2018, as compared to 9.1% for the first half of fiscal year 2017.Included in selling, general, and administrative expenses for the first half of fiscal year 2018 were transaction costs of $1,136 associated with the L’Orange acquisition. 

Research and development costs increased by $6,784, or 22.3%, to $37,169 for the second quarter of fiscal year 2018, as compared to $30,385 for the second quarter of fiscal year 2017.  Research and development costs as a percentage of net sales increased to 6.8% for the second quarter of fiscal year 2018 as compared to 6.1% for the second quarter of fiscal year 2017.  Research and development costs increased by $15,030, or 26.4%, to $71,955 for the first half of fiscal year 2018, as compared to $56,925 for the first half of fiscal year 2017.  Research and development costs increased as a percentage of net sales to 7.1% for the first half of fiscal year 2018, as compared to 6.0% for the first half of fiscal year 2017. 

Research and development costs in the second quarter and first half of fiscal year 2018 were higher due to increased spending on new awards and opportunities being pursued primarily in our Aerospace segment, as well as variability in the timing of projects and expenses.  Our research and development activities extend across almost all of our customer base, and we anticipate ongoing variability in research and development due to the timing of customer business needs on current and future programs.

Restructuring charges of $17,013 in the second quarter and first half of fiscal year 2018 relate primarily to the Company’s decision in the second quarter of fiscal year 2018 to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado (the “Duarte Relocation”). Also included in the restructuring charges of $17,013 for the second quarter and first half of fiscal year 2018 were workforce management costs related to the Company’s ongoing effort to align its industrial turbomachinery business with current market conditions.  All of the restructuring charges recorded in the second quarter and first half of fiscal 2018 were recorded as nonsegment expenses.  There were no comparable costs and expenses recorded in the second quarter or first half of fiscal year 2017.   

Interest expense was$6,687, or 1.2% of net sales, for the second quarter and $13,437, or 1.3% of net sales for the first half of fiscal year 2018, compared to $6,790, or 1.4% of net sales, for the second quarter and $13,630, or 1.4% of net sales for the first half of fiscal year 2017.

36

Income taxes were provided at an effective rate on earnings before income taxes of 20.9% for the second quarter and 34.1% for the first half of fiscal year 2018, compared to 24.1% for the second quarter and 13.0% for the first half of fiscal year 2017.  The changes in components of our effective tax rate (as a percentage of earnings before income taxes) were attributable to the following:

		Three-Month			Six-Month
		Period			Period
Effective tax rate for the period ended March 31, 2017		24.1	%		13.0	%
Current year effect of U.S. federal corporate rate reduction		(10.5)			(10.5)
Impact of the Tax Act:
Effect of U.S. federal corporate rate reduction on net U.S. deferred tax liability	0.9			(17.9)
Transition tax	-			30.2
Increased deferred tax liability associated with anticipated repatriation taxes	-			5.9
Net impact of enactment of the Tax Act		0.9			18.2
Taxes on international activities		2.1			12.2
Research and experimentation credit		(0.2)			(0.2)
State and local taxes		-			-
Adjustment of prior period tax items		1.4			(0.6)
Net excess income tax benefit from stock-based compensation		3.1			2.2
Other		-			(0.2)
Effective tax rate for the period ended March 31, 2018		20.9	%		34.1	%

The decrease in the year-over-year effective tax rate for the three-months ended March 31, 2018 is primarily attributable to the benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate, partially offset by smaller favorable adjustment for the net excess income tax benefits from stock-based compensation, less foreign earnings taxed at lower tax rates and fewer favorable resolutions of tax matters in the current quarter.

The increase in the effective tax rate for the six-months ended March 31, 2018 compared to the six-months ended March 31, 2017 is primarily attributable to the $14,778 discrete net unfavorable impact in the first quarter of fiscal year 2018 resulting from the enactment of the Tax Act, partially offset by benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate.  In addition, the effective tax rate for the six-months ended March 31, 2017 included the impact of the repatriation to the U.S. of certain net foreign profits and losses. In the first quarter of fiscal year 2017, the U.S. foreign tax credits available as a result of the repatriation of the foreign net earnings were greater than the U.S. taxes payable on these foreign net earnings.

As a result of the Tax Act, we have calculated a U.S. federal statutory corporate income tax rate of 24.5% for the fiscal year ending September 30, 2018 and we expect the U.S. federal statutory rate to be 21% for fiscal years beginning after September 30, 2018.  Overall, we anticipate the decrease in the U.S. federal statutory rate resulting from the enactment of the Tax Act will have  a favorable impact on our future U.S. tax expense and operating cash flows.

Within the calculation of our annual effective tax rate we have used assumptions and estimates that may change as a result of future guidance, interpretation, and rule-making from the Internal Revenue Service, the SEC, the Financial Accounting Standards Board (“FASB”) and/or various other taxing jurisdictions.  The Tax Act contains many significant changes to the U.S. tax laws, the consequences of which have not yet been fully determined.  Changes in corporate tax rates, the net deferred tax assets and/or liabilities relating to our U.S. operations, the taxation of foreign earnings, and the deductibility of expenses contained in the Tax Act or other future tax reform legislation could have a material impact on our future U.S. tax expense.

37

Segment Results

The following table presents sales by segment:

	Three-Months Ended March 31,								Six-Months Ended March 31,
	2018				2017				2018				2017
Net sales:
Aerospace	$	386,343	70.5	%	$	320,526	64.1	%	$	692,248	68.0	%	$	587,206	62.3	%
Industrial		161,906	29.5			179,855	35.9			326,149	32.0			356,069	37.7
Consolidated net sales	$	548,249	100.0	%	$	500,381	100.0	%	$	1,018,397	100.0	%	$	943,275	100.0	%

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

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Aerospace	$	72,969	$	58,227	$	116,522	$	105,104
Industrial		10,237		17,089		29,581		35,087
Nonsegment expenses		(28,343)		(18,764)		(47,366)		(30,145)
Interest expense, net		(6,216)		(6,316)		(12,603)		(12,751)
Consolidated earnings before income taxes		48,647		50,236		86,134		97,295
Income tax expense		(10,158)		(12,131)		(29,385)		(12,642)
Consolidated net earnings	$	38,489	$	38,105	$	56,749	$	84,653

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

	Three-Months Ended March 31,			Six-Months Ended March 31,
		2018	2017		2018	2017
Aerospace		18.9%	18.2%		16.8%	17.9%
Industrial		6.3%	9.5%		9.1%	9.9%

Aerospace

Aerospace segment net sales were $386,343 for the second quarter of fiscal year 2018,  up20.5% compared to $320,526 for the second quarter of fiscal year 2017.  Aerospace segment net sales were $692,248 for the first half of fiscal year 2018, up 17.9% compared to $587,206 for the same period of fiscal year 2017.  The increase in segment net sales for the second quarterand first half of fiscal year 2018 as compared to the same periods of fiscal year 2017 was driven primarily by increased commercial OEM and aftermarket sales and increased defense OEM sales.  Defense aftermarket sales were down in the second quarter and first half of fiscal year 2018 as compared to the same periods of fiscal year 2017.  

Commercial OEM sales were up for the second quarter and first half of fiscal year 2018 as compared to the same periods of fiscal year 2017, driven by ongoing ramp-up in production of next generation aircraft on which we have increased content.

Commercial aftermarket sales increased significantly in the second quarter and first half of fiscal year 2018 as compared to the same periods of fiscal year 2017, benefitting from both the initial provisioning for new platforms and increased utilization of existing fleets.

U.S. government funds continue to be prioritized for defense platforms on which we have content.  Defense OEM sales increased in the second quarter and first half of fiscal year 2018 compared to the same periods of fiscal year 2017, driven primarily by continued strong demand for smart weapons, as well as growing international demand for various other military programs.  Defense aftermarket sales decreased in the second quarter and first half of fiscal year 2018 as compared to the second quarter and first half of fiscal year 2017, reflecting variability in the timing of continued maintenance needs and upgrade programs.

38

Aerospace segment earnings increased by $14,742, or 25.3%, to $72,969 for the second quarter of fiscal year 2018, compared to $58,227 for the second quarter of fiscal year 2017.  Aerospace segment earnings increasedby $11,418, or 10.9%, to $116,522 for the first half of fiscal year 2018, compared to $105,104 for the first half of fiscal year 2017.  The net increase in Aerospace segment earnings for the second quarterand first half of fiscal year 2018 was due to the following:

	Three-Month		Six-Month
	Period		Period
Earnings for the period ended March 31, 2017	$	58,227	$	105,104
Sales volume		30,226		48,433
Price, sales mix and productivity		(5,916)		(10,868)
Production capacity expansion costs		(4,024)		(9,162)
Increases in research and development expenses		(4,786)		(10,662)
Other, net		(758)		(6,323)
Earnings for the period ended March 31, 2018	$	72,969	$	116,522

Aerospace segment earnings as a percentage of segment net sales were 18.9% for the second quarter and 16.8% for the first half of fiscal year 2018, compared to 18.2%  for the second quarterand 17.9% for the first half of fiscal year 2017.  Aerospace segment earnings in both the second quarter and first half of fiscal year 2018 benefitted from the impact ofhigher sales volume, which was partially offset by unfavorable product sales mix,higher manufacturing costs related to increased capacity expansion costs to support increased production levels and learning curve effects.  Aerospace segment earnings were also negatively impacted by increased investment in research and development for new program awards and opportunities being pursued.  

Industrial

Industrial segment net sales decreased by 10.0% to $161,906 for the second quarter of fiscal year 2018, compared to$179,855 for the second quarter of fiscal year 2017. Segment net sales decreased by 8.4% to $326,149 for the first half of fiscal year 2018, compared to $356,069 for the same period of fiscal year 2017.  Foreign currency exchange rates had a favorable impact on segment net sales of $9,578 and $14,522 for the second quarter and first half of fiscal year 2018, respectively.   The overall decreases in both periods were primarily due to declines in industrial gas turbine and renewables sales.  The decline in industrial gas turbine sales was the result of increased efficiency leading to lower overall demand for electricity and a decrease in volume resulting from the penetration of renewable power sources.  We project that the industrial gas turbine business may not begin to recover until 2020.  The sales decline in our renewables business was due to the short-term unfavorable impact of platform transitions by some of our customers.  Sales of large reciprocating engines used in both power generation and oil and gas applications were up in both the second quarter and first half of fiscal year 2018 as compared to the same periods of the prior fiscal year.  Although sales of fuel systems for compressed natural gas (“CNG”) trucks in Asia decreased in the second quarter of fiscal year 2018 as compared to the second quarter of fiscal year 2017, sales of these fuel systems continues to be up for the first half of fiscal year 2018 compared to the first half of fiscal year 2017 as the Chinese government continues to encourage natural gas usage.

Industrial segment earningsdecreased by $6,852, or 40.1%, to $10,237 for the second quarter of fiscal year 2018, compared to $17,089 for the second quarter of fiscal year 2017.  Segment earnings decreased by $5,506, or 15.7% to $29,581 for the first half of fiscal year 2018 compared to $35,087 for the same period of 2017.  The net decrease in Industrial segment earnings for the second quarterand first half of fiscal year 2018 was due to the following:

	Three-Month		Six-Month
	Period		Period
Earnings for the period ended March 31, 2017	$	17,089	$	35,087
Sales volume		(12,768)		(20,087)
Price, sales mix and productivity		3,366		3,532
Savings from cost reduction initiatives		-		3,765
Effects of changes in foreign currency rates		774		1,528
Other, net		1,776		5,756
Earnings for the period ended March 31, 2018	$	10,237	$	29,581

Industrial segment earnings as a percentage of segment net sales were 6.3% for the second quarterand 9.1% for the first half of fiscal year 2018, compared to 9.5% for the second quarterand 9.9% for the first half of fiscal year 2017.  The decrease in segment earnings as a percentage of sales for the second quarterand first half of fiscal year 2018 werelargely driven by

39

sales volume decreases, partially offset by favorable sales mix and, in the first half of fiscal year 2018, savings from prior year cost reduction initiatives.

Nonsegment expenses

Nonsegment expensesincreased to $28,343 for the second quarter of fiscal year 2018, compared to $18,764 for the second quarter of fiscal year 2017.  As a percent of consolidated net sales, nonsegment expenses increased to 5.2% of consolidated net sales for the second quarter of fiscal year 2018, compared to 3.7% of consolidated net sales for the second quarter of fiscal year 2017.  The increase in nonsegment expenses in the second quarter of fiscal year 2018 as compared to the second quarter of fiscal year 2017 is due to the recording of restructuring charges of $17,013 in the second quarter of fiscal year 2018 related primarily to the Duarte Relocationand transaction costs of $1,136 associated with the L’Orange Acquisition (see Note 22, Subsequent events in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q).  Partially offsetting the increase to nonsegment expenses in the current quarter was the recognition of the majority of our annual stock-based compensation expense in the first quarter of fiscal year 2018, whereas in fiscal year 2017 the majority of this expense was recognized in the second quarter of the fiscal year.

Nonsegment expenses increased to $47,366 for the first half of fiscal year 2018, compared to $30,145 for the first half of fiscal year 2017.  As a percent of consolidated net sales, nonsegment expenses were 4.7% of consolidated net sales for the first half of fiscal year 2018, compared to 3.2% of consolidated net sales for the first half of fiscal year 2017.  Included in nonsegment expenses for the first half of fiscal year 2018 were restructuring charges of $17,013, discussed above, and transaction costs of $1,136 associated with the L’Orange Acquisition.

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.  Historically, we have also issued debt to supplement our cash needs or repay our other indebtedness.  We expect that cash generated from our operating activities, together with borrowings under our revolving credit facility and other borrowing capacity, will be sufficient to fund our continuing operating needs, including capital expansion funding for the foreseeable future.

Our aggregate cash and cash equivalents were $100,147 at March 31, 2018 and $87,552 at September 30, 2017, and our working capital was $677,270 at March 31, 2018 and $593,955 at September 30, 2017.  Of the $100,147 of cash and cash equivalents held at March 31, 2018, $99,812 was held by our foreign locations.  We are not presently aware of any significant restrictions on the repatriation of these funds, although a portion is considered indefinitely reinvested in these foreign subsidiaries.  If these funds were needed to fund our operations or satisfy obligations in the United States, then they could be repatriated and their repatriation into the United States may cause us to incur additional U.S. income taxes or foreign withholding taxes.  Any additional U.S. taxes could be offset, in part or in whole, by foreign tax credits.The amount of such taxes and application of tax credits would be dependent on the income tax laws and other circumstances at the time these amounts are repatriated.  Based on these variables, it is impractical to determine the income tax liability that might be incurred if these funds were to be repatriated.  The additional uncertainty associated with the Tax Act increases the impracticality of determining this income tax liability.

We do not believe the Transition Tax, which is expected to be paid over an eight year period beginning in January 2019, will have a significant impact on our cash flows in any individual fiscal year.

Consistent with common business practice in China, our Chinese subsidiary accepts bankers’ acceptance notes from Chinese customers, in settlement of certain customer accounts receivable.  Bankers’ acceptance notes are financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial institution and a customer of the financial institution.  Bankers’ acceptance notes represent a commitment by the issuing financial institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers’ acceptance note as of the maturity date.  The maturity date of bankers’ acceptance notes varies, but it is our policy to only accept bankers’ acceptance notes with maturity dates no more than 180 days from the date of our receipt of such draft.  The issuing financial institution is the obligor, not our customers.  Upon our acceptance of a bankers’ acceptance note from a customer, such customer has no further obligation to pay us for the related accounts receivable balance.  We had bankers’ acceptance notes of $42,969 at March 31, 2018 and$38,243 at September 30, 2017 recorded as non-customer accounts receivable in our Condensed Consolidated Balance Sheets.  We only accept bankers’ acceptance notes issued by banks that are believed to be creditworthy and to which the credit risks associated with the bankers’ acceptance notes are believed to be low.

Our revolving credit facility matures in April 2020 and provides a borrowing capacity of up to $1,000,000 with the option to increase total available borrowings to up to $1,200,000, subject to lenders’ participation.  We can borrow against our $1,000,000 revolving credit facility as long as we are in compliance with all of our debt covenants.  Borrowings under the revolving credit facility can be made in U.S dollars or in foreign currencies other than the U.S. dollar provided that the U.S

40

dollar equivalent of any foreign currency borrowings and U.S. dollar borrowings does not, in total, exceed the borrowing capacity of the revolving credit facility. Historically, we have used borrowings under our revolving credit facilities to meet certain short-term working capital needs, as well as for strategic uses, including repurchases of our common stock, payments of dividends, acquisitions, and facilities expansions.  In addition, 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 $1,000,000 revolving credit facility and our other credit facilities, see Note 13,  Credit facilities, short-term borrowings and long-term debt in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q.

At March 31, 2018, we had total outstanding debt of $630,391consisting of amounts borrowed under our revolving credit facility and various series of unsecured notes due between 2018 and 2031, with additional borrowing availability of $947,099 under our revolving credit facility, net of outstanding letters of credit, and additional borrowing availability of $7,674 under various foreign credit facilities.  As of March 31, 2018, the $100,000 in debt related to our Series D Notes, which mature and are payable in October 2018, has been classified as long-term based on our intent and ability to refinance this debt using cash proceeds from our existing revolving credit facility which, in turn, is expected to be repaid beyond the next twelve months.  For further discussion of our notes, see Note 13,  Credit facilities, short-term borrowings and long-term debt in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q. 

At March 31, 2018, we had $41,930 of borrowings outstanding under our revolving credit facility, all of which was classified as short-term.  Of these borrowings, as of March 31, 2018 the entire amount is denominated in U.S. dollars.Revolving credit facility and short-term borrowing activity during the six-months ended March 31, 2018 were as follows:

Maximum daily balance during the period	$	196,600
Average daily balance during the period	$	166,920
Weighted average interest rate on average daily balance		2.54%

We believe we were in compliance with all our debt covenants as of March 31, 2018.  See Note 12,  Credit facilities, short-term borrowings and long-term debt in the Notes to the Consolidated Financial Statements in Part II, Item 8 of our most recent 10-K, for more information about our covenants.

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

On April 9, 2018, we announced that we had signed an agreement to acquire L’Orange, for total consideration (including cash payments and the assumption of debt and other specified financial obligations) of €700,000.  We expect to finance the L’Orange Acquisition with borrowings from our revolving credit facility, or debt proceeds from a private placement, or a combination of both, which will increase our interest expense and outstanding debt, and could decrease our availability under our revolving credit facility.See Note 22, Subsequent events in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q, for more information regarding the L’Orange Acquisition.

On April 18, 2018, we entered into an at-the-money-forward option (the “Forward Option”) at a cost of $5,543 whereby, on May 30, 2018, we have the ability to exercise an option to purchase€490,000 on June 1, 2018 using U.S. dollars at a fixed exchange rate of 1.2432.  If the spot rate is below 1.2432 on May 30, 2018, we will choose not to exercise the option and the loss on Forward Option will be limited to $5,543, which is the cost of the instrument.  If the spot rate is above 1.2432 on May 30, 2018, we will choose to exercise the option and any gain on the Forward Option will be offset by the cost of the instrument and reflected in the Condensed Consolidated Statement of Earnings in the third fiscal quarter ending June 30, 2018.  We are not committed to purchase Euros if the spot rate is below 1.2432 on May 30, 2018. We entered into the Forward Option to manage our exposure to fluctuations in the Euro prior to the anticipated close of the L’Orange Acquisition.  We did not enter into the Forward Option for trading or speculative purposes.See Note 22, Subsequent events in the Notes to the Condensed Consolidated Financial Statements in Part I, Item I of this Form 10-Q, for more information regarding the L’Orange Acquisition and the Forward Option.

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.

In the first quarter of fiscal year 2017, our board of directors terminated the Company’s prior stock repurchase program and replaced it with a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in November 2019 (the “2017

41

Authorization”).  In the first half of fiscal year 2017, we purchased 886 shares of our common stock for $61,229under the 2017 Authorization, of which 350 shares were purchased pursuant to a 10b5-1 plan and 536 were purchased pursuant to a 10b-18 plan.  We repurchased no stock in the six-months ended March 31, 2018.

For our Aerospace segment, we have been purchasing production equipment for our second campus in the greater-Rockford, Illinois area and anticipate continuing such purchases as new aircraft platforms ramp up to full production volumes.  The second campus, completed in 2015, was built to support the expected growth in our Aerospace segment as a result of our being awarded a substantial number of new system platforms, particularly on narrow-body aircraft.

Associated with the Duarte Relocation,  we have identified assets held for use of $7,604 at March 31, 2018, which relate to the land, building and building improvements at the Duarte facility.  Based on current market conditions, we expect to record a gain on the eventual sale of these assets. We have not yet determined which of the remaining assets at the Duarte facility, consisting mainly of machinery and equipment, will be sold or relocated to the renovated Drake Campus and therefore, we have continued to depreciate these assets until a determination is made.  The carrying value of the remaining assets at the Duarte facility was approximately $13,200 as of March 31, 2018.

We believe that cash flows from operations, along with our contractually committed borrowings and other borrowing capability, will continue to be sufficient to fund anticipated capital spending requirements and our operations for the foreseeable future.  However, we could be adversely affected if the financial institutions providing our capital requirements refuse to honor their contractual commitments, cease lending, or declare bankruptcy.  We believe the lending institutions participating in our credit arrangements are financially stable.

Cash Flows

	Six-Months Ended
	March 31,
	2018		2017
Net cash provided by operating activities	$	56,718	$	129,994
Net cash used in investing activities		(49,118)		(34,377)
Net cash used in financing activities		(3,742)		(87,578)
Effect of exchange rate changes on cash and cash equivalents		8,737		(10,176)
Net change in cash and cash equivalents		12,595		(2,137)
Cash and cash equivalents at beginning of year		87,552		81,090
Cash and cash equivalents at end of period	$	100,147	$	78,953

Net cash flows provided by operating activities for the first half of fiscal year 2018 was $56,718, compared to $129,994 for the same period of fiscal year 2017.  The decrease in cash flows from operating activities in the first half of fiscal year 2018 compared to the prior fiscal year is primarily attributable to working capital changes which had an increase in cash use in the first half of 2018 due mainly to increased payments of accounts payable and accrued liabilities, and increased accounts receivable in the first half of fiscal year 2018.

Net cash flows used in investing activities for the first half of fiscal year 2018 was $49,118, compared to $34,377 in the second quarter of fiscal year 2017.  The increase in cash used in investing activities compared to the same period of the prior fiscal year is primarily due to increased payments for capital expenditures.  Payments for property, plant and equipment increased by $15,425 from $43,053 in the first half of fiscal year 2017 to $58,478 in the first half of this yearprimarily due to renovations at our Drake Campus in Fort Collins, Colorado and equipment purchases for our second campus in the greater-Rockford, Illinois area. 

Net cash flows used in financing activities for the first half of fiscal year 2018 was $3,742, compared to $87,578 in the first half of fiscal year 2017.  During the first half of fiscal year 2018, wepaid cash dividends of $16,422, partially offset by net debt borrowings of $9,120 compared to cash dividends paid of $14,415 and net debt payments of $22,604 in the first half of fiscal year 2017.  Also in the first half of fiscal year 2017, we utilized $61,229 to repurchase 886 shares of our common stock under the 2017 Authorization.  We made no stock repurchases in the first half of fiscal year 2018.

42

Contractual Obligations

We have various contractual obligations, including obligations related to long-term debt, operating and capital leases, purchases, retirement pension benefit plans, and other postretirement benefit plans.  These contractual obligations are summarized and discussed more fully in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recent Form 10-K.  There have been no material changes to our various contractual obligations during the first half of fiscal year 2018 other than those related to the L’Orange Acquisition.  As of March 31, 2018, any fees that would be incurred should the L’Orange Acquisition not be finalized are insignificant.

Non-U.S. GAAP Financial Measures

Adjusted net earnings, adjusted earnings per share, 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 less, as applicable, (i) restructuring charges, (ii) Duarte move related costs, (iii) merger and acquisition transaction and integration costs, and (iv) the transition impacts of the change in U.S. federal tax legislation in December 2017.  The Company believes that these excluded items are short-term in nature, not related to the ongoing operations of the business and therefore, the exclusion of them illustrates more clearly how the underlying business of Woodward is performing.  Management uses adjusted net earnings in evaluating the Company’s performance excluding these infrequent or unusual period expenses that are not necessarily indicative of the Company’s operating performance for the period.  Management defines adjusted earnings per share as adjusted net earnings, as defined above, divided by the weighted-average number of diluted shares of common stock outstanding for the period.  Management uses both adjusted net earnings and adjusted earnings per share when comparing operating performance to other periods which may not have similar infrequent or unusual charges.

The reconciliation ofnet earnings and earnings per share to adjusted net earnings and adjusted earnings per share, respectively, for the three and six-months ended March 31, 2018 are shown in the table below.  Adjusted net earnings and adjusted earnings per share for the three and six-months ended March 31, 2017 are not shown, as there were no comparable adjustments to U.S. GAAP net earnings or earnings per share in those periods.

	Three-Months Ended March 31, 2018				Six-Months Ended March 31, 2018
	Net Earnings		Earnings Per Share		Net Earnings		Earnings Per Share
Net earnings (U.S. GAAP)	$	38,489	$	0.60	$	56,749	$	0.89
Non-U.S. GAAP adjustments:
Restructuring charges, net of tax		12,667		0.20		12,667		0.20
Other charges, net of tax (1)		1,201		0.02		1,201		0.02
Total Non-U.S. GAAP adjustments, net of tax		13,868		0.22		13,868		0.22
Transition impacts of the change in U.S. tax legislation		-		-		14,778		0.23
Total Non-U.S. GAAP adjustments		13,868		0.22		28,646		0.45
Adjusted net earnings (Non-U.S. GAAP)	$	52,357	$	0.82	$	85,395	$	1.34

(1) Other charges include (i) Duarte move related costs and (ii) merger and acquisition transaction and integration costs, net of tax.

Management uses EBIT to evaluate Woodward’s performance without financing and tax related considerations, as these elements may 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.

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) restructuring charges, (ii) Duarte move related costs, and (iii) merger and acquisition transaction and integration costs. As these charges are infrequent or unusual charges that can be variable from period to

43

period and may not fluctuate with operating results, management believes that by removing these charges from EBIT and EBITDA it improves comparability of past, present and future operating results and provides consistency when comparing EBIT and EBITDA between periods.

EBIT and adjusted EBIT for the three and six-months ended March 31, 2018 and March 31, 2017 were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Net earnings (U.S. GAAP)	$	38,489	$	38,105	$	56,749	$	84,653
Income tax expense		10,158		12,131		29,385		12,642
Interest expense		6,687		6,790		13,437		13,630
Interest income		(471)		(474)		(834)		(879)
EBIT (Non-U.S. GAAP)	$	54,863	$	56,552	$	98,737	$	110,046
Restructuring and other charges (1)		18,548		-		18,548		-
Adjusted EBIT (Non-U.S. GAAP)	$	73,411	$	56,552	$	117,285	$	110,046

(1) Includes (i) restructuring charges, (ii) Duarte move related costs, and (iii) merger and acquisition transaction and integration costs, recognized in the three and six-months ended March 31, 2018.

EBITDA and adjusted EBITDA for the three and six-months ended March 31, 2018 and March 31, 2017 were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Net earnings (U.S. GAAP)	$	38,489	$	38,105	$	56,749	$	84,653
Income tax expense		10,158		12,131		29,385		12,642
Interest expense		6,687		6,790		13,437		13,630
Interest income		(471)		(474)		(834)		(879)
Amortization of intangible assets		6,258		6,431		12,501		12,889
Depreciation expense		15,754		13,663		30,581		26,118
EBITDA (Non-U.S. GAAP)		76,875		76,646		141,819		149,053
Restructuring and other charges (1)		18,548		-		18,548		-
Adjusted EBITDA (Non-U.S. GAAP)	$	95,423	$	76,646	$	160,367	$	149,053

(1) Includes (i) restructuring charges, (ii) Duarte move related costs, and (iii) merger and acquisition transaction and integration costs, recognized in the three and six-months ended March 31, 2018.

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, EBIT, adjusted EBIT, EBITDA and adjusted EBITDA exclude certain financial information compared with net earnings, the most comparable U.S. GAAP financial measure, users of this financial information should consider the information that is excluded.  Our calculations ofadjusted net earnings, adjusted net earnings per share, EBIT, adjusted EBIT, EBITDA and adjusted EBITDA may differ from similarly titled measures used by other companies, limiting their usefulness as comparative measures.

Cash flow-based non-U.S. GAAP financial measures

Management uses free cash flow, which is defined by the Company as net cash flows provided by operating activities less payments for property, plant and equipment, in reviewing the financial performance and cash generation by Woodward’s various business groups.  We believe free cash flow is a useful measure for investors because it portrays our ability to grow organically and generate cash from our businesses for purposes such as paying interest on our indebtedness, repaying maturing debt, funding business acquisitions, investing in research and development, purchasing our common stock, and paying dividends.  In addition, securities analysts, investors, and others frequently use free cash flow in their evaluation of companies.  The use of thisnon-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

44

needs.  Our calculation of free cash flow may differ from similarly titled measures used by other companies, limiting its usefulness as a comparative measure.

Free cash flow for the six-months ended March 31, 2018 and March 31, 2017 were as follows:

	Six-Months Ended March 31,
	2018		2017
Net cash provided by operating activities (U.S. GAAP)	$	56,718	$	129,994
Payments for property, plant and equipment		(58,478)		(43,053)
Free cash flow (Non-U.S. GAAP)	$	(1,760)	$	86,941

CRITICAL ACCOUNTING POLICIES AND 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, to the Consolidated Financial Statements in our most recent 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 recent Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, depreciation and amortization, reviews for impairment of goodwill, postretirement benefit obligations, and our provision for income taxes.  Such accounting policies and 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. 

On December 22, 2017, the United States enacted significant changes to the U.S. tax law following the passage and signing of the Tax Act.  Refer to Note 17, Income Taxes,  in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for further discussion of management's significant estimates and judgements in accounting for income taxes as a result of the Tax Act.

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.

Off-Balance Sheet Arrangements

As of March 31, 2018, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures, or capital resources, that are material to investors.

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.

45

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 “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 (Thomas A. Gendron, Chairman of the Board, Chief Executive Officer and President) and Principal Financial and Accounting Officer (Robert F. Weber, Jr., Vice Chairman, Chief Financial Officer and Treasurer), as appropriate, to allow timely decisions regarding required disclosures.

Thomas A. Gendron and Robert F. Weber, Jr., evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q.  Based on their evaluations, they concluded that our disclosure controls and procedures were effective as of March 31, 2018.

Furthermore, there have been no changes in our internal control over financial reporting during the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

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.

Item 1A.Risk Factors

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, as well as the following risk factor, when making investment decisions regarding our securities.  Other than the addition of the below risk factor, 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.

We may be unable to successfully execute or effectively integrate acquisitions, and divestitures may not occur as planned.

We recently announced that we had entered into an agreement to acquire L’Orange GmbH and its related operations located in Germany, the United States and China.  We have in the past and may, in the future, pursue acquisitions of other companies and assets.  We may also seek to divest non-core businesses or assets.  The success of these transactions will depend on, among other things, our ability to integrate assets and personnel acquired in these transactions and to apply our internal controls process to these acquired businesses.  The integration of these acquisitions may require significant attention from our management, and the diversion of management’s attention and resources could have a material adverse effect on our ability to manage our business.  In addition, we may incur unanticipated costs or expenses following an acquisition, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, and other liabilities.

The success of our acquisitions is subject to risk, including, among others, the following:

· failure to realize expected technological and product synergies, economies of scale and cost reductions;

· unforeseen expenses, delays or conditions may be imposed upon the acquisition, including due to required regulatory approvals or consents;

· the assumption of unexpected liabilities or the exposure to unexpected penalties or other enforcement actions;

· adverse effects on existing business relationships with suppliers and customers, including delays or cancellations of customer purchases, as well as revenue attrition in excess of anticipated levels if existing customers alter or reduce their historical buying patterns;

46

· risks associated with entering into markets in which Woodward has limited or no prior experience, including potentially less visibility into demand;

· inaccurate assumptions may be made regarding the integration process;

· unforeseen difficulties may arise in integrating operations, processes and systems;

· higher than expected investments may be required to implement necessary compliance processes and related systems, including information technology systems, accounting systems and internal controls over financial reporting;

· fluctuations in foreign currency exchange rates that may impact the agreed upon purchase price;

· the failure to retain, motivate and integrate key management and other employees of the acquired business;

· higher than expected costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies in any jurisdiction in which the acquired business conducts its operations; and

· we may experience problems in retaining customers and integrating customer bases.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and attention. Furthermore, we may not realize the degree or timing of benefits we anticipate when we first enter into these transactions.  Failure to implement our acquisition strategy, including successfully integrating acquired businesses, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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)	Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs at Period End (1)
January 1, 2018 through January 31, 2018 (2)	310	$	77.52	-	$	428,803
February 1, 2018 through February 28, 2018	-		-	-		428,803
March 1, 2018 through March 31, 2018 (2)	396		71.66	-		428,803

(1) In November 2016, our board of directors approved a stock repurchase program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in November 2019. 

(2) Under a trust established for the purposes of administering the Woodward Executive Benefit Plan, 310 shares of common stock were acquired in January 2018 on the open market related to the deferral of compensation by certain eligible members of Woodward’s management who irrevocably elected to invest some or all of their deferred compensation in Woodward common stock.  In addition, 396 shares of common stock were acquired in March 2018 on the open market related to the reinvestment of dividends for shares of treasury stock held for deferred compensation.  Shares owned by the trust, which is a separate legal entity, are included in "Treasury stock held for deferred compensation" in the Condensed Consolidated Balance Sheets.

Item 6.Exhibits

Exhibits filed as part of this Report are listed in the Exhibit Index.

47

WOODWARD, INC.

EXHIBIT INDEX

	Exhibit Number	Description
†	10.1	Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan
*	10.2	Amendment No. 2 to 2013 Credit Agreement
*	10.3	Form of Non-Qualified Stock Option Agreement
*	31.1	Rule 13a-14(a)/15d-14(a) certification of Thomas A. Gendron
*	31.2	Rule 13a-14(a)/15d-14(a) certification of Robert F. Weber, Jr.
*	32.1	Section 1350 certifications
*	101.INS	XBRL Instance Document.
*	101.SCH	XBRL Taxonomy Extension Schema Document
*	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
*	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
*	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
*	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	Attached as Exhibit 101 to this report are the following materials from Woodward, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.
†	Incorporated by reference to Woodward, Inc.’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 25, 2018
*	Filed as an exhibit to this Report

48

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WOODWARD, INC.
Date:  April 24, 2018	/s/ Thomas A. Gendron
	Thomas A. Gendron
	Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer)
Date:  April 24, 2018	/s/ Robert F. Weber, Jr.
	Robert F. Weber, Jr.
	Vice Chairman, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

49

EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 2

TO

CREDIT AGREEMENT

This AMENDMENT NO. 2 to CREDIT AGREEMENT (the “Amendment”), dated as of March 30, 2018, is entered into by and among Woodward, Inc. (the “Company”), Woodward Aken GmbH (the “Foreign Subsidiary Borrower” and, together with the Company, the “Borrowers”), the Subsidiaries of the Company signatory hereto as “Domestic Subsidiary Guarantors” or “Foreign Subsidiary Guarantors” (collectively, the “Subsidiary Guarantors”), the financial institutions party to the below-defined Credit Agreement (the “Lenders”), and Wells Fargo Bank, National Association, as Administrative Agent (the “Agent”).  Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.

WITNESSETH

WHEREAS, the Borrowers, the Lenders, and the Agent are parties to a Credit Agreement dated as of July 10, 2013 (as the same has been amended and modified and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested that the Lenders and the Agent amend the Credit Agreement in certain respects; and

WHEREAS, the Lenders and the Agent are willing to amend certain provisions of the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendments to Credit Agreement.  Effective as of the date first above written, and subject to the satisfaction of the conditions to effectiveness set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) Section 2.1(A) of the Credit Agreement is hereby amended to amend and restate the first sentence thereof in its entirety as follows:

“Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the Closing Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrowers from time to time, in Dollars or Eurocurrency Rate Loans in any Agreed Currency, in a Dollar Amount not to exceed such Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”);

EXHIBIT 10.2

provided,  however, that, after giving effect to any such Revolving Loan, the Dollar Amount of the Revolving Credit Obligations shall not exceed the Aggregate Revolving Loan Commitment.”

(b) Section 2.4(B)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(ii)  If at any time the Dollar Amount of the Revolving Credit Obligations exceeds one hundred five percent (105%) of the Aggregate Revolving Loan Commitment, whether as a result of fluctuations in currency exchange rates, or otherwise, the Borrowers for the ratable benefit of the Lenders shall immediately prepay Loans in an aggregate amount such that after giving effect thereto the Dollar Amount of the Revolving Credit Obligations is less than or equal to the Aggregate Revolving Loan Commitment.”

2.Conditions of Effectiveness.  This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if:

(a)the Agent shall have received executed copies of this Amendment from the Borrowers, the Subsidiary Guarantors and all of the Lenders required to execute and deliver this Amendment pursuant to the terms of the Credit Agreement;

(b)the Agent shall have received a Certificate of the Managing Director of each of  the Foreign Subsidiary Borrower and each Foreign Subsidiary Guarantor (the “German Entities”) certifying (i) that there have been no changes in the Articles of Association, as attached to the Certificate of the Managing Director provided to the Administrative Agent on April 28, 2015, (ii) the list of shareholders as filed with the applicable commercial register, as attached thereto, of such German Entity as in effect on the date of such certification, and (iii) resolutions of the shareholders of such German Entity authorizing the execution and delivery of this Amendment and the performance of each Loan Document, as amended thereby, to which it is a party; and

(c)the Company shall have paid all fees and expenses of the Agent (including, to the extent invoiced, attorneys’ fees and expenses) in connection with this Amendment.

3.Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:

(a)The Credit Agreement as previously executed and as amended and modified hereby constitutes the legal, valid and binding obligation of such Borrower and is enforceable against such Borrower in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles).

(b)Upon the effectiveness of this Amendment (i) no Default or Unmatured Default has occurred and is continuing under the terms of the Credit Agreement, (ii) such Borrower hereby reaffirms its obligations and liabilities under the Credit Agreement (as amended hereby) and the other Loan Documents and (iii) all representations and warranties of such Borrower in the

EXHIBIT 10.2

Credit Agreementare true and correct in all material respects as of the date hereof, other than those which expressly speak to an earlier date (in which case, such Borrower represents and warrants that such representations and warranties were true and correct in all material respects as of such earlier date). 

4.Effect on the Credit Agreement.

(a)Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

(b)Except as specifically amended and modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any right, power or remedy of the Lenders or the Agent, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.Costs and Expenses.  The Company agrees to pay all reasonable and documented fees and out‑of‑pocket costs and expenses (including reasonable attorneys’ fees and expenses charged to the Agent) incurred by the Agent and required under the Credit Agreement to be paid by the Company in connection with the preparation, arrangement and execution of this Amendment and of the Agent and the Lenders in connection with the enforcement of this Amendment.

6.Governing Law.  This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.

7.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8.Counterparts.  This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A facsimile copy of any signature hereto shall have the same effect as the original of such signature.

9.No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment.  In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment.

10.Reaffirmation.  Each of the undersigned Subsidiary Guarantors hereby acknowledges receipt of a copy of this Amendment, and each of the Borrowers and each Subsidiary

EXHIBIT 10.2

Guarantor affirms the terms and conditions of each Loan Document executed by it, including, without limitation, the Domestic Subsidiary Guaranty and the Foreign Subsidiary Guaranty, as applicable, and acknowledges and agrees that each such Loan Document executed by it in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

The remainder of this page is intentionally blank.

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

WOODWARD, INC., as the Company
By:_/s/ Robert F. Weber, Jr._____________________
	Name: Robert F. Weber, Jr.
	Title:   Vice Chairman,  Chief Financial Officer and Treasurer

Woodward Aken GmbH, as a Foreign Subsidiary Borrower
By:_/s/ Jens Pollack___________________________
	Name: Jens Pollack
	Title:   Managing Director

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

Woodward FST, INC., as a Domestic Subsidiary Guarantor
By:_/s/ Robert F. Weber, Jr._____________________
	Name: Robert F. Weber, Jr.
	Title:   Secretary and Treasurer
MPC PRODUCTS CORPORATION, operating under the assumed corporate name of WOODWARD MPC, INC.,as a Domestic Subsidiary Guarantor
By:_/s/ Robert F. Weber, Jr._____________________
Name: Robert F. Weber, Jr.
Title:   Chief Financial Officer, Treasurer and Vice President
Woodward HRT, INC., as a Domestic Subsidiary Guarantor
By:_/s/ Robert F. Weber, Jr._________________
Name: Robert F. Weber, Jr.
Title:   Treasurer and Vice President
Woodward KEMPEN GmbH, as a Foreign Subsidiary Guarantor
By:_/s/ Martin Fisher_______________________
Name: Martin Fisher
Title:   Managing Director
By:_/s/ Scott Nisbet________________________
Name: Scott Nisbet
Title:   Managing Director

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

/
wells fargo bank, national association,  as Administrative Agent and as a Lender
By:_/s/ Peg Laughlin__________________________
	Name: Peg Laughlin
	Title: Senior Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

JPMORGAN CHASE BANK, N.A.,  as Lender

By:_/s/ Laura Woodward______________________

Name: Laura Woodward

Title: Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

s/

U.S. BANK NATIONAL ASSOCIATION,  as Lender

By:_/s/ Jeff Benedix___________________________

Name: Jeff Benedix

Title: Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

/s/

BANK OF AMERICA, N.A.,  as Lender

By:__/s/ John Sletten_________________________

Name: John Sletten

Title: Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

/s/

BRANCH BANKING AND TRUST COMPANY,  as Lender

By:__/s/ Jim Wright_________________________

Name:  Jim Wright

Title:  Assistant Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,  as Lender

By:__/s/ Thomas J. Sterr________________________

Name: Thomas J. Sterr

Title:  Authorized Signatory

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

THE NORTHERN TRUST COMPANY, as Lender

By:__/s/ Molly Drennan________________________

Name:  Molly Drennan

Title:  Senior Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

/s/

FIFTH THIRD BANK, as Lender

By:_/s/ Neil Mesch___________________________

Name:  Neil Mesch

Title: Director

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

BOKF, NA DBA COLORADO STATE BANK AND TRUST,  as Lender

By:__/s/ Matthew J. Mason_____________________

Name:  Matthew J. Mason

Title:  Senior Vice President

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

HSBC BANK USA, N.A.,  as Lender

By:__/s/ James Bryski_________________________

Name:  James Bryski

Title:  Regional Commercial Executive

Signature Page to

Amendment No. 2  to Credit Agreement

(Woodward)

EX-10.3

EXHIBIT 10.3

Non-Qualified Stock Option Agreement

Woodward, Inc., a Delaware corporation (the “Company”), hereby grants Non-Qualified Stock Options (or NQs) to you (the “Grantee”) under the Company’s 2017 Omnibus Incentive Plan (the “Plan”) in the amount describedin your E*TRADE account for this year’s grant, with reference to the following facts:

A. Pursuant to the Plan, the Company is authorized to grant options for shares of its Common Stock (the “Common Stock”), to employees, directors and consultants of the Company or any subsidiary in order to attract and retain the best available individuals for positions of substantial responsibility, provide additional incentive to such individuals, and promote the success of the Company's business, as well as to encourage stock ownership by Plan participants, thereby aligning their interests with those of the Company’s stockholders.

B. The Company desires to grant options to the Grantee in accordance with the provisions of this non-qualified stock option agreement (the “Agreement”).  

C. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Plan.

Now, Therefore, In Consideration of the foregoing facts, the Company hereby grants the following options:

1. Grant of Options.  The Company hereby grants to the Grantee options topurchase shares of Common Stock of the Company at the closing price on the NASDAQ on the date of grant (as described in your E*TRADE account for this year’s grant), subject to the terms hereof and the Plan.  The number and kind of shares subject to these options and the purchase price per share are subject to adjustment as provided in the Plan. 

Except as otherwise provided below, these options shall expire on the day before the tenth (10th) anniversary of the grant date.

2. Exercise of Options.  Subject to the terms of the Plan, these options may be exercised only by the Grantee at such time as the options become vested and remain exercisable pursuant to this Agreement. 

Subject to the provisions of Section 3, Termination of Membership below, twenty-five percent (25%) of the shares granted will vest each year, beginning one year from the grant date.

These options shall be exercised by delivery of written notice (or, if permitted by the Administrator, electronic notice) to the Company stating the number of shares with respect to which the options are being exercised, together with full payment of the purchase price therefor (including satisfaction of all Tax Obligations with respect to such exercise) and such other representations and/or agreements as may be required by the Administrator pursuant to the provisions of the Plan.  Payment must be made in cash

1

EXHIBIT 10.3

(including a bank cashier’s check or certified check) unless the Administrator determines to accept any other form or combination of forms permitted by the Plan as the Administrator shall advise the Grantee in writing.  If the Administrator so determines, the payment may be made in whole or in part by delivery of shares of Common Stock previously owned and held at least six months by the Grantee.  Shares of Common Stock used for payment shall be valued at their fair market value on the date of exercise as determined by the Administrator.

3. Termination of Membership.  

Termination for Reason Other Than Retirement, Death, Disability or Cause.

Vesting

If the Grantee’s membership is terminated for any reason other than Retirement, death, Disability or Cause, any portion of the options granted hereunder that are not vested and exercisable (according to Section 2,Exercise of Options above)  on the date of the Grantee’s termination of membership shall immediately terminate notwithstanding the expiration date described above (“lapse”). 

Exercise Period

Further, the vested options granted hereunder shall lapse to the extent unexercised on the earlier of the expiration date of the options or the date three (3) months following the date of such termination. 

For purposes of this Agreement, the term “membership” shall mean the Grantee’s service as an Employee, Director or Consultant, as applicable.

Termination for Retirement.

Vesting and Exercise Period

If the Grantee’s membership is terminated on account of Retirement (as defined hereunder), the options granted hereunder shall(i) subject to both the Death of Grantee and Disability of Grantee paragraphs below,  continue to vest in accordance with the schedule set forth in Section 2, Exercise of Options above, and (ii) upon vesting, continue to be exercisable until the expiration date of the option. 

If the Grantee is an Employee, “Retirement” for purposes of this Agreement shall mean (without affecting in any way the “retirement” definition for all other purposes under the Company’s Member Guidebook) termination of employment by the Grantee after achieving any of the following:(a) the Grantee is at least age 55 with 10 years of service (as defined in the Company’s Member Guidebook as of the date of grant), (b) the Grantee is at least age 65 (with no minimum years of service requirement), or (c) the Grantee first becomes an Employee when he or she is age 55 or older and the Grantee thereafter achieves 2 or more years of service.  If the Grantee is a Director, “Retirement” shall mean the Grantee’s termination as a Director on or after attainment

2

EXHIBIT 10.3

of age 55.  “Retirement” shall not be applicable to any non-employee, non-Director grantees.

Death of Grantee.

Vesting

If the Grantee dies, whether while a member or after a termination due to Retirement, any portion of the options not yet vested and exercisable according to Section 2, Exercise of Options above, will become immediately vested and exercisable on the date of the Grantee’s death. 

Exercise Period

If the Grantee’s death occurs while a member but before becoming eligible for Retirement, the options granted hereunder shall lapse to the extent unexercised upon the earlier of (a) the expiration date of the options or (b) the date one (1) year following the date of the Grantee’s death.  If the Grantee’s death occurs while eligible for Retirement or after a termination due to Retirement, the options granted hereunder shall continue to be exercisable until the expiration date of the options and, for the avoidance of doubt, shall not lapse earlier on account of such death.

Disability of Grantee.

Vesting

If the Grantee’s membership is terminated by reason of Disability of the Grantee(as determined by the Administrator),or if the Grantee’s membership was initially terminated due to Retirement and the Grantee subsequently suffers a Disability(as determined by the Administrator),  any portion of the options not yet vested and exercisable according to Section 2, Exercise of Options above, will become immediately vested and exercisable on the date of the Grantee’s termination by reason of Disability or on the date of the Grantee’s Disability following Retirement, as the case may be.  

Exercise Period

If the Grantee’s membership is terminated by reason of Disability(as determined by the Administrator) while a member but before becoming eligible for Retirement, the options shall lapseon the earlier of (a) the expiration date of the options or (b) one year following the date of such termination by reason of Disability.  If the Grantee’s termination by reason of such Disability occurs at a time when the Grantee is eligible for Retirement, or after a termination due to Retirement, the options granted hereunder shall continue to be exercisable until the expiration date of the options and, for the avoidance of doubt, shall not lapse earlier on account of such Disability. 

Disability shall be determined by the Administrator with the advice of a physician acceptable to the Administrator with respect to the permanent and total disability of the Grantee. 

3

EXHIBIT 10.3

Termination for Cause.

If the Grantee’s membership is terminated for Cause, the options shall lapse upon the earlier of (a) the expiration date of the options or (b) upon the earlier of the receipt by the Grantee of notice of such termination of membership or the effective date of such termination of membership.  For purposes of this Agreement, “Cause” shall mean (i) termination for personal dishonesty, fraud or other malicious act against the Company, (ii) willful misconduct in performance of duties, or (iii) breach of fiduciary duty against the Company.  The Administrator (as may be delegated to the management of the Company) shall have the sole and exclusive right to determine whether the Grantee has been terminated for Cause for purposes of this Agreement and the Plan.

4. Change in Control.In the event of a Change in Control (which for the avoidance of doubt is defined in the Plan), (i) any portion of the options not yet vested and exercisable according to Section 2, Exercise of Options, of this Agreement, will become immediately vested and exercisable on the date of such Change in Control, and (ii) the provisions ofSection 3 hereof with respect to the termination of the options if the Grantee’s membership is terminated for Cause shall not be applicable with respect to any termination occurring within 36 months after the Change in Control.

5. Assignment or Transfer.  These options are not transferable except by will or by the laws of descent and distribution and shall be exercisable only by the Grantee during the Grantee’s lifetime, unless otherwise authorized by the Administrator as set forth in the Plan.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of these options, or any right or privilege conferred hereby, or upon any attempted sale under and execution, attachment or similar process, these options and any rights and privileges conferred hereby immediately will become null and void.

6. Plan and Administrator.  Except as otherwise specified in this Agreement, the construction of the terms of the Agreement shall be controlled by the terms of the Plan, a summary of which accompanies the Agreement, and the rights of the Grantee will be subject to modification and termination in certain events as provided in the Plan.  The Administrator’s interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive and binding upon the Grantee, and shall be given the maximum possible deference permitted by law.  Except as otherwise provided in this Agreement, in the event of a conflict between one or more provisions of the Agreement and one or more provisions of the Plan, the Plan’s provisions will govern.

7. Compliance with Securities Laws.  These options may not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws.  If an exemption from registration is not available under applicable federal and state securities laws, the Company shall have no obligation to file a registration statement.

4

EXHIBIT 10.3

7.1. Certificate Legends.  The certificates for shares purchased pursuant to these options shall bear any legends deemed necessary by the Administrator including, without limitation, legends with respect to federal and state securities laws.

7.2. Representations of the Grantee.  As a condition to the exercise of these options, the Company, in its discretion, may require the Grantee to deliver to the Company such signed representations (if any) as the Company deems necessary or appropriate for compliance with applicable securities laws of the U.S. and any other applicable jurisdictions.

7.3. Resale.  The Grantee’s ability to transfer shares purchased pursuant to these options or securities acquired in lieu thereof or in exchange therefore may be restricted under applicable federal or state securities laws.  The Grantee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Company.

8. Notice.  Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Grantee to the Company or the Administrator shall be mailed or delivered to the Company to the attention of its Secretary at 1081 Woodward Way, Fort Collins, Colorado80524, and all notices or communications by the Company or the Administrator to the Grantee may be given to the Grantee personally or may be mailed to the Grantee at the most recent address which the Grantee has provided in writing to the Company.

9. Tax Treatments.  These options are non-qualified stock options and shall not be treated as incentive stock options pursuant to Section 422 of the Internal Revenue Code of 1986, as amended.  The Grantee acknowledges that the tax treatment of these options, shares subject to these options or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement.  Neither the Company nor the Administrator make any representations with respect to and hereby disclaims all responsibility as to such tax treatment.

10. Tax Withholding.  The Company shall have the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy all Tax Obligations prior to the issuance and delivery of any shares of Common Stock acquired by the exercise of the options granted hereunder.  In each case of the exercise of the options, the Company will notify the Grantee of the amount of the Tax Obligations which must be satisfied upon exercise.  Upon receipt of such notice, the Grantee shall promptly remit to the Company the amount specified in such notice or shall otherwise satisfy the Tax Obligations as permitted by the Plan and as the Administrator advises the Grantee in writing.

5

EXHIBIT 10.3

11. Consent to Electronic Delivery.  The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver these documents in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies free of charge. Please contact the Company’s Stock Plan Administrator to request paper copies of these documents. 

By accepting this Agreement, you agree to all of the terms and conditions described above and in the Woodward, Inc. 2017 Omnibus Incentive Plan.

6

EX-31.1

Exhibit 31.1

Woodward, Inc.

Rule 13a-14(a)/15d-14(a) certifications

CERTIFICATION

I, Thomas A. Gendron, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March  31, 2018, of Woodward, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 24, 2018	/s/ Thomas A. Gendron
	Thomas A. Gendron
	Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer)

A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Rule 13a-14(a)/15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

Woodward, Inc.

Rule 13a-14(a)/15d-14(a) certifications

CERTIFICATION

I, Robert F. Weber, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2018, of Woodward, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 24, 2018	/s/ Robert F. Weber, Jr.
	Robert F. Weber, Jr.
	Vice Chairman, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)

A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Rule 13a-14(a)/15d-14(a), has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

Woodward, Inc.

Section 1350 certifications

We hereby certify, pursuant to 18 U.S.C. Section 1350, that the accompanying Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Quarterly Report”), of Woodward, Inc., fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the QuarterlyReport fairly presents, in all material respects, the financial condition and results of operations of Woodward, Inc.

Date:	April 24, 2018	/s/ Thomas A. Gendron Thomas A. Gendron Chairman of the Board, Chief Executive Officer,  and President
Date:	April 24, 2018	/s/ Robert F. Weber, Jr. Robert F. Weber, Jr. Vice Chairman, Chief Financial Officer,  and Treasurer

A signed original of this written statement required by Rule 13a-14(b)/15d-14(b) and 18 U.S.C. Section 1350, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to Woodward and will be retained by Woodward and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2018	Apr. 20, 2018
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Registrant Name	WOODWARD, INC.
Entity Central Index Key	0000108312
Current Fiscal Year End Date	--09-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		61,519,613

XML

Consolidated Statements of Earnings - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Consolidated Statements of Earnings
Net sales	$ 548,249	$ 500,381	$ 1,018,397	$ 943,275
Costs and expenses:
Cost of goods sold	401,331	367,099	748,115	696,247
Selling, general and administrative expenses	39,486	47,660	85,762	85,960
Research and development costs	37,169	30,385	71,955	56,925
Restructuring Charges	17,013	0	17,013	0
Interest expense	6,687	6,790	13,437	13,630
Interest income	(471)	(474)	(834)	(879)
Other (income) expense, net (Note 16)	(1,613)	(1,315)	(3,185)	(5,903)
Total costs and expenses	499,602	450,145	932,263	845,980
Earnings before income taxes	48,647	50,236	86,134	97,295
Income tax expense	10,158	12,131	29,385	12,642
Net earnings	$ 38,489	$ 38,105	$ 56,749	$ 84,653
Earnings per share (Note 3):
Basic earnings per share	$ 0.63	$ 0.62	$ 0.93	$ 1.38
Diluted earnings per share	$ 0.60	$ 0.60	$ 0.89	$ 1.33
Weighted Average Common Shares Outstanding (Note 3):
Basic	61,401	61,310	61,323	61,436
Diluted	63,750	63,499	63,730	63,593
Cash dividends per share paid to Woodward common stockholders	$ 0.1425	$ 0.1250	$ 0.2675	$ 0.2350

XML

Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Comprehensive earnings
Net earnings	$ 38,489	$ 38,105	$ 56,749	$ 84,653
Other comprehensive earnings:
Foreign currency translation adjustments	9,584	7,741	14,687	(10,894)
Net gain (loss) on foreign currency transactions designated as hedges of net investments in a foreign subsidiaries	(1,268)	(945)	(2,011)	2,885
Taxes on changes in foreign currency translation adjustments	(450)	(180)	(263)	(486)
Foreign currency translation and transactions adjustments, net of tax	7,866	6,616	12,413	(8,495)
Reclassification of net realized (gains) losses on derivatives to earnings	(18)	(18)	(36)	(36)
Taxes on changes in derivative transactions	6	7	13	14
Derivative adjustments, net of tax	(12)	(11)	(23)	(22)
Minimum retirement benefit liability adjustments:
Loss (gain) due to settlement or curtailment arising during the period	0	0	59	0
Amortization of net prior service cost (benefit)	139	57	276	113
Amortization of net loss	248	640	494	1,281
Foreign currency exchange rate changes on pension and other postretirement benefit plan liabilities	(583)	(312)	(682)	943
Taxes on changes in pension and other postretirement benefit plan liability, net of foreign currency exchange rate changes	60	(152)	(72)	(845)
Pension and other postretirement benefit plan adjustments, net of tax	(136)	233	75	1,492
Total comprehensive earnings	$ 46,207	$ 44,943	$ 69,214	$ 77,628

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Current assets:
Cash and cash equivalents	$ 100,147	$ 87,552
Accounts receivable, less allowance for uncollectible amounts of $3,675 and $3,776, respectively	365,351	402,182
Inventories	508,971	473,505
Income taxes receivable	24,269	19,376
Other current assets	30,512	38,574
Total current assets	1,029,250	1,021,189
Property, plant and equipment, net	943,433	922,043
Goodwill	557,981	556,545
Intangible assets, net	159,448	171,882
Deferred income tax assets	20,705	19,950
Other assets	74,934	65,500
Total assets	2,785,751	2,757,109
Current liabilities:
Short-term borrowings and current portion of long-term debt	41,930	32,600
Accounts payable	195,917	232,788
Income taxes payable	2,691	6,774
Accrued liabilities	111,442	155,072
Total current liabilities	351,980	427,234
Long-term debt, less current portion	588,461	580,286
Deferred income tax liabilities	22,254	33,408
Other liabilities	366,146	344,798
Total liabilities	1,328,841	1,385,726
Commitments and contingencies (Note 20)
Stockholders' equity:
Preferred stock, par value $0.003 per share, 10,000 shares authorized, no shares issued	0	0
Common stock, par value $0.001455 per share, 150,000 shares authorized, 72,960 shares issued	106	106
Additional paid-in capital	185,598	163,836
Accumulated other comprehensive losses	(40,721)	(53,186)
Deferred compensation	8,222	7,135
Retained earnings	1,860,595	1,820,268
Stockholders' equity excluding treasury stock	2,013,800	1,938,159
Treasury stock at cost, 11,440 shares and 11,739 shares, respectively	(548,668)	(559,641)
Treasury stock held for deferred compensation, at cost, 200 shares and 186 shares, respectively	(8,222)	(7,135)
Total Stockholders' Equity	1,456,910	1,371,383
Total liabilities and stockholders' equity	$ 2,785,751	$ 2,757,109

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Current assets:
Allowance, accounts receivable	$ 3,675	$ 3,776
Stockholders' equity:
Preferred stock, par value	$ 0.003	$ 0.003
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001455	$ 0.001455
Common stock, shares authorized	150,000	150,000
Common stock, shares issued	72,960	72,960
Treasury stock, shares	11,440	11,739
Treasury stock held for deferred compensation, shares	200	186

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net earnings	$ 56,749	$ 84,653
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	43,082	39,007
Loss (gain) due to settlements or curtailments of postretirement plan	(330)	0
Net (gain) loss on sales of assets	(454)	(3,662)
Stock-based compensation	14,434	13,763
Deferred income taxes	(11,686)	4,589
(Gain) loss on derivatives reclassified from accumulated comprehensive earnings into earnings	(36)	(36)
Changes in operating assets and liabilities:
Accounts receivable	42,391	61,324
Inventories	(32,346)	(48,022)
Accounts payable and accrued liabilities	(63,673)	(23,834)
Income taxes	14,836	3,339
Retirement benefit obligations	(2,712)	(1,715)
Other	(3,537)	588
Net cash provided by operating activities	56,718	129,994
Cash flows from investing activities:
Payments for purchase of property, plant and equipment	(58,478)	(43,053)
Proceeds from sale of assets	1,198	3,682
Proceeds from sales of short-term investments	8,970	4,994
Payments for purchases of short-term investments	(808)	0
Net cash used in investing activities	(49,118)	(34,377)
Cash flows from financing activities:
Cash dividends paid	(16,422)	(14,415)
Proceeds from sales of treasury stock	3,560	11,223
Payments for repurchases of common stock	0	(61,782)
Borrowings on revolving lines of credit and short-term borrowings	809,680	684,200
Payments on revolving lines of credit and short-term borrowings	(800,350)	(706,600)
Payments of long-term debt and capital lease obligations	(210)	(204)
Net cash used in financing activities	(3,742)	(87,578)
Effect of exchange rate changes on cash and cash equivalents	8,737	(10,176)
Net change in cash and cash equivalents	12,595	(2,137)
Cash and cash equivalents at beginning of year	87,552	81,090
Cash and cash equivalents at end of period	$ 100,147	$ 78,953

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total stockholders equity	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Total Accumulated Other Comprehensive (Loss) Earnings [Member]	Foreign Currency Translation Adjustments [Member]	Unrealized Derivative Gains (Losses) [Member]	Minimum Retirement Benefit Liability Adjustments [Member]	Deferred Compensation in Equity [Member]	Retained Earnings [Member]	Treasury Stock at Cost [Member]	Treasury Stock Held for Deferred Compensaton [Member]	Total
Balances at Sep. 30, 2016	$ 1,212,595		$ 106	$ 141,570	$ (65,705)	$ (25,971)	$ 179	$ (39,913)	$ 5,089	$ 1,649,506	$ (512,882)	$ (5,089)
Balance, Preferred Stock, shares at Sep. 30, 2016		0
Balance, Common Stock, shares at Sep. 30, 2016			72,960
Balance, Treasury Stock, shares at Sep. 30, 2016											(11,374)
Balance, Treasury stock held for deferred compensation, Shares at Sep. 30, 2016												(157)
Net earnings	84,653									84,653			$ 84,653
Other comprehensive income (loss), net of tax	(7,025)				(7,025)	(8,495)	(22)	1,492
Cash dividends paid	(14,415)									(14,415)
Purchases of treasury stock	(63,255)										$ (63,255)
Purchases of treasury stock, shares											(915)
Sales of treasury stock	12,695			(2,015)							$ 14,710
Sales of treasury stock, shares											376
Common shares issued from treasury stock to settle employee liabilities	1,767			740					1,767		$ 1,027	$ (1,767)	1,767
Common shares issued from treasury stock to settle employee liabilities, shares											26	(26)
Common shares issued from treasury stock for benefit plans	14,014			6,501							$ 7,513		$ 14,014
Common shares issued from treasury stock for benefit plans, shares											199		199
Stock-based compensation	13,763			13,763
Distribution of stock from deferred compensation plan									(7)			$ 7
Balances at Mar. 31, 2017	1,254,792		$ 106	160,559	(72,730)	(34,466)	157	(38,421)	7,060	1,719,744	$ (552,887)	$ (7,060)
Balance, Preferred Stock, shares at Mar. 31, 2017		0
Balance, Common Stock, shares at Mar. 31, 2017			72,960
Balance, Treasury Stock, shares at Mar. 31, 2017											(11,688)
Balance, Treasury stock held for deferred compensation, Shares at Mar. 31, 2017												(186)
Balances at Sep. 30, 2017	1,371,383		$ 106	163,836	(53,186)	(27,280)	135	(26,041)	7,135	1,820,268	$ (559,641)	$ (7,135)	$ 1,371,383
Balance, Preferred Stock, shares at Sep. 30, 2017		0											0
Balance, Common Stock, shares at Sep. 30, 2017			72,960										72,960
Balance, Treasury Stock, shares at Sep. 30, 2017											(11,739)		(11,739)
Balance, Treasury stock held for deferred compensation, Shares at Sep. 30, 2017												(186)	(186)
Net earnings	56,749									56,749			$ 56,749
Other comprehensive income (loss), net of tax	12,465				12,465	12,413	(23)	75
Cash dividends paid	(16,422)									(16,422)
Sales of treasury stock	3,560			171							$ 3,389
Sales of treasury stock, shares											97
Common shares issued from treasury stock to settle employee liabilities													0
Common shares issued from treasury stock for benefit plans	14,741			7,157							$ 7,584		$ 14,741
Common shares issued from treasury stock for benefit plans, shares											202		202
Stock-based compensation	14,434			14,434
Purchases of stock by deferred compensation plan									1,093			$ (1,093)
Purchases of stock by deferred compensation plan, shares												(14)
Distribution of stock from deferred compensation plan									(6)			$ 6
Balances at Mar. 31, 2018	$ 1,456,910		$ 106	$ 185,598	$ (40,721)	$ (14,867)	$ 112	$ (25,966)	$ 8,222	$ 1,860,595	$ (548,668)	$ (8,222)	$ 1,456,910
Balance, Preferred Stock, shares at Mar. 31, 2018		0											0
Balance, Common Stock, shares at Mar. 31, 2018			72,960										72,960
Balance, Treasury Stock, shares at Mar. 31, 2018											(11,440)		(11,440)
Balance, Treasury stock held for deferred compensation, Shares at Mar. 31, 2018												(200)	(200)

XML

Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Stockholders Equity [Abstract]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.1425	$ 0.1250	$ 0.2675	$ 0.2350

XML

Basis of Presentation

6 Months Ended

Mar. 31, 2018

Basis of Presentation

Basis of Presentation

WOODWARD, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 1.  Basis of presentation

The Condensed Consolidated Financial Statements of Woodward, Inc. (“Woodward” or the “Company”) as of March 31, 2018 and for the three and six-months ended March 31, 2018 and March  31,  2017, included herein, have not been audited by an independent registered public accounting firm.  These 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 March 31, 2018, 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 six-months ended March 31, 2018 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 Condensed Consolidated Financial Statements are in thousands, except per share amounts.

The 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.

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 Condensed Consolidated Financial Statements included herein.  Significant estimates in these Condensed Consolidated Financial Statements include allowances for uncollectible amounts, net realizable value of inventories, customer rebates earned and payable, warranty reserves, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, the provision for income tax and related valuation reserves, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans, the valuation of stock compensation instruments granted to employees and board members, and contingencies.  Actual results could vary from Woodward’s estimates.

As disclosed in Note 1, Operations and summary of significant accounting policies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of Woodward’s most recent Annual Report on Form 10-K, the amortization of intangible assets has been reclassified from a separate line in the Condensed Consolidated Statement of Earnings for the three and six-months ended March 31, 2017 to an allocated expense/cost component of cost of goods sold and selling, general and administrative expenses based on the nature of the intangible asset that is being amortized.  The reclassification of these amounts conforms to the current period presentation.

XML

New Accounting Standards

6 Months Ended

Mar. 31, 2018

Recent Accounting Pronouncements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

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 March 2018, the FASB issued ASU 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.”  ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin 118 (“SAB 118”).  SAB 118 expressed views of the SEC regarding ASC 740 in the reporting period that includes the enactment date of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”).  The Company adopted SAB 118 in the first quarter of fiscal year 2018 and therefore, the Company’s subsequent adoption of ASU 2018-05 in the second quarter of fiscal year 2018 had no impact on its accounting for income taxesin the second quarter or first half of fiscal year 2018.

In February 2018, the FASB issued ASU 2018-02, “Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”  ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the enactment of tax reform under the Tax Act and provides guidance on the disclosure requirements regarding the stranded tax effects.  The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.  Early adoption is permitted.  The amendments in ASU 2018-02 should be applied retrospectively in the period of adoption to all periods in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized.  Woodward is currently assessing the impact of the adoption of the new guidance.  When adopted, if Woodward elects to reclassify under ASU 2018-02, a portion of accumulated other comprehensive earnings would be reclassified to retained earnings.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.”  ASU 2017-12 is intended to more closely align the financial statement reporting of hedging relationships with the economic results of an entity’s risk management activities and to make certain targeted improvements to simplify the application of hedge accounting guidance in current U.S. GAAP.  ASU 2017-12 is also intended to increase standardization of financial statement disclosures including requiring a tabular disclosure of the income statement effects of fair value and cash flow hedges.  Woodward early adopted the new guidance in the first quarter of fiscal year 2018.  The application of the new guidance did not have any impact on Woodward’s current hedging arrangements or on the disclosures related to such arrangements.

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”  ASU 2017-07 requires that the service cost component of net periodic benefit costs from defined benefit and other postretirement benefit plans be included in the same statement of earnings captions as other compensation costs arising from services rendered by the covered employees during the period.  The other components of net benefit cost will be presented in the statement of earnings separately from service costs.  ASU 2017-07 is effective for fiscal years beginning after December 31, 2017 (fiscal year 2019 for Woodward).  Following adoption, only service costs will be eligible for capitalization into manufactured inventories, which should reduce diversity in practice.  The amendments of ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic benefit costs from defined benefit and other postretirement benefit plans in the statement of earnings and prospectively, on and after the effective date, for the capitalization of the service cost component into manufactured inventories.  Early adoption is permitted as of the beginning of Woodward’s fiscal year 2018.  Woodward will adopt the new guidance in fiscal year 2019, and expects changes to earnings before income taxes to be insignificant in the year of adoption.

In October 2016, the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory.”  ASU 2016-16 eliminates the current U.S. GAAP exception deferring the tax effects of intercompany asset transfers (other than inventory) until the transferred asset is sold to a third party or otherwise recovered through use.  After adoption of ASU 2016-16, Woodward will recognize the tax consequences of intercompany asset transfers in the buyer’s and seller’s tax jurisdictions when the transfer occurs, even though the pre-tax effects of these transactions are eliminated in consolidation.  ASU 2016-16 is effective for fiscal years beginning after December 15, 2017 (fiscal year 2019 for Woodward), including interim periods within the year of adoption.  Early adoption is permitted as of the beginning of Woodward’s fiscal year 2018.  Woodward will adopt the new guidance in fiscal year 2019.  Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption.  Woodward has not determined in which period it will adopt the new guidance.  Woodward currently anticipates the adoption of ASU 2016-16 will result in balance sheet reclassifications, but based on Woodward’s current transactional activity, such adjustments are not expected to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.”  ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP that is based on expected losses rather than incurred losses.  Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption.  ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 (fiscal year 2021 for Woodward), including interim periods within the year of adoption.  Early adoption is permitted for fiscal years beginning after December 15, 2018 (fiscal year 2020 for Woodward), including interim periods within those fiscal years.  Woodward has not determined in which period it will adopt the new guidance but does not expect the application of the CECL impairment model to have a significant impact on Woodward’s allowance for uncollectible amounts for accounts receivable and notes receivable from municipalities.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).”  The purpose of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.  In addition, ASU 2016-02 modifies the definition of a lease to clarify that an arrangement contains a lease when such arrangement conveys the right to control the use of an identified asset. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (fiscal year 2020 for Woodward), including interim periods within the year of adoption.  In transition, Woodward will be required to recognize and measure leases beginning in the earliest period presented using a modified retrospective approach; therefore, Woodward anticipates restating its Consolidated Financial Statements for the two fiscal years prior to the year of adoption.  However, during December 2017, the FASB proposed amending ASU 2016-02 such that restatement of fiscal years 2018 and 2019 would not be required upon adoption.  Although early adoption is permitted, Woodward expects to adopt the new guidance in fiscal year 2020 and is currently assessing the impact this guidance may have on its Consolidated Financial Statements, including which of its existing lease arrangements will be impacted by the new guidance and whether other arrangements not currently classified as leases may become subject to the guidance of ASU 2016-02.  Rent expense for all operating leases in fiscal year 2017, none of which was recognized on the balance sheet, was $8,302.  As of September 30, 2017, future minimum rental payments required under operating leases, none of which were recognized on the balance sheet, were $23,215.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC 606”).  ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance.  ASC 606 outlines a five-step model, under which Woodward will recognize revenue as performance obligations within a customer contract are satisfied.  ASC 606 is intended to provide more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability.  Adoption of ASC 606 is required for annual reporting periods beginning after December 15, 2017 (fiscal year 2019 for Woodward), including interim periods within the reporting period.  Woodward has determined it will elect to adopt using the cumulative effect transition method with the cumulative effect of initial adoption recognized at the date of initial application.  Further, under the cumulative effect transition method, Woodward will disclose the impact of changes to financial statement line items as a result of applying ASC 606 (rather than previous U.S. GAAP) and include an explanation of the reasons for significant changes.

Woodward is currently assessing the impact that the future adoption of ASC 606 may have on its Consolidated Financial Statements by analyzing its current portfolio of customer contracts, including a review of historical accounting policies and practices to identify potential differences in applying the guidance of ASC 606.  Woodward is also performing a comprehensive review of its current processes and systems to determine and implement changes required to support the adoption of ASC 606 on October 1, 2018, the first day of Woodward’s fiscal year 2019.  As part of this review process, Woodward is implementing new software solutions to support revenue reporting after adoption.

Based on Woodward’s review of its customer contracts, Woodward has determined that revenue on the majority of its customer contracts will continue to be recognized at a point in time, generally upon shipment of products, consistent with Woodward’s current revenue recognition model.  Upon adoption of ASC 606, however, Woodward also believes some of its revenues from sales of products and services to customers will be recognized over time, rather than at a point in time, due primarily to the terms of certain customer contracts.  As a result of recognizing some revenue over time, various balance sheet line items will be impacted.  As such, Woodward believes the adoption of ASC 606 will have an impact on both the timing of revenue recognition and various line items within the Consolidated Balance Sheet.

Woodward generally expenses costs as incurred for the engineering and development of new products.  Customer funding received for such engineering and development efforts is currently recognized as revenue when earned, with the corresponding costs recognized as cost of sales. ASC 606 requires customer funding of product engineering and development to be deferred and recognized as revenue as the related products are delivered to the customer.  ASC 606 also requires product engineering and development costs to be capitalized as contract fulfillment costs, to the extent recoverable from the deferred customer funding, and subsequently amortized as the related products are delivered to the customer.  Therefore, under ASC 606, Woodward expects to record both contract assets and contract liabilities related to such funded engineering and development efforts, which are expected to become material over time.  Recognized revenues and research and development costs are both expected to decrease in the year of adoption and for at least several years thereafter, due to the recognition of these contract assets and liabilities.  However, recognition of these contract assets and liabilities are expected to have an immaterial impact on pre-tax earnings in future periods.

In addition, ASC 606 will require more comprehensive disclosures about revenue streams and contracts with customers, including significant judgments required.  Woodward is currently implementing changes to its processes for preparing required disclosures and to information systems that support the financial reporting process. 

Woodward is also evaluating implications to the Company’s system of internal controls, relative to revenue recognition and the related revenue disclosures, which are based on the criteria outlined in the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Internal Control – Integrated Framework.

XML

Earnings Per Share

6 Months Ended

Mar. 31, 2018

Earnings Per Share

Earnings Per Share

Note 3.  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 and restricted stock.

The following is a reconciliation of net earnings to basic earnings per share and diluted earnings per share:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Numerator:
Net earnings	$	38,489	$	38,105	$	56,749	$	84,653
Denominator:
Basic shares outstanding		61,401		61,310		61,323		61,436
Dilutive effect of stock options and restricted stock		2,349		2,189		2,407		2,157
Diluted shares outstanding		63,750		63,499		63,730		63,593
Income per common share:
Basic earnings per share	$	0.63	$	0.62	$	0.93	$	1.38
Diluted earnings per share	$	0.60	$	0.60	$	0.89	$	1.33

The following stock option grants were outstanding during the three and six-months ended March 31, 2018 and 2017, but were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Options		764		67		759		2
Weighted-average option price	$	78.73	$	62.98	$	78.74	$	70.39

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:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Weighted-average treasury stock shares held for deferred compensation obligations		200		185		195		175

XML

Joint Venture

6 Months Ended

Mar. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Joint Venture

Note 4.  Joint venture

On January 4, 2016, Woodward and General Electric Company (“GE”), acting through its GE Aviation business unit, consummated the formation of a strategic joint venture between Woodward and GE (the “JV”) to design, develop and source fuel systems for specified existing and all future GE commercial aircraft engines that produce thrust in excess of fifty thousand pounds.

As part of the JV formation, Woodward contributed to the JV certain contractual rights and intellectual property applicable to the existing GE commercial aircraft engine programs within the scope of the JV.  Woodward had no initial cost basis in the JV because Woodward had no cost basis in the contractual rights and intellectual property contributed to the JV.  GE purchased from Woodward a 50% ownership interest in the JV for a $250,000 cash payment to Woodward.  In addition, GE will pay contingent consideration to Woodward consisting of fifteen annual payments of $4,894 per year, which began on January 4, 2017, subject to certain claw-back conditions.  During the three-months ended March 31, 2018,  Woodward received its second annual payment of $4,894, which was recorded as deferred income and included in Net cash provided by operating activities under the caption “Other” on the Condensed Consolidated Statement of Cash Flows.  Neither Woodward nor GE contributed any tangible assets to the JV.

Woodward determined that the JV formation was not the culmination of an earnings event because Woodward has significant performance obligations to support the future operations of the JV.  Therefore, Woodward recorded as deferred income the $250,000 consideration received from GE in January of 2016 for its purchase of a 50% equity interest in the JV.  The $250,000 deferred income will be recognized as an increase to net sales in proportion to revenue realized on sales of applicable fuel systems within the scope of the JV in a particular period as a percentage of total revenue expected to be realized by Woodward over the estimated remaining lives of the underlying commercial aircraft engine programs assigned to the JV.  Unamortized deferred income recorded in connection with the JV formation included accrued liabilities of $6,427 as of March 31, 2018 and $6,451 as of September 30, 2017, and other liabilities of $239,275 as of March 31, 2018 and $236,896 as of September 30, 2017.  Amortization of the deferred income recognized as an increase to sales was $1,486 for the three-monthsand $2,539 for the six-months ended March 31, 2018, and $1,632for the three-months and $3,128 for the six-months ended March  31,  2017.  

Woodward and GE jointly manage the JV and any significant decisions and/or actions of the JV require the mutual consent of both parties.  Neither Woodward nor GE has a controlling financial interest in the JV, but both Woodward and GE do have the ability to significantly influence the operating and financial decisions of the JV.  Therefore, Woodward is accounting for its 50% ownership interest in the JV using the equity method of accounting.  The JV is a related party to Woodward.  Other income includes income of $1,006 for the three-months and $1,602 for the six-months ended March 31, 2018, and income of $382 for the three-months and $1,066 for the six-months ended March  31,  2017 related to Woodward’s equity interest in the earnings of the JV.  Woodward received no cash distributions from the JV in the threeand six-months ended March 31, 2018, compared to a $2,500 cash distribution from the JV during the three and six-months ended March 31, 2017, which was included in Net cash provided by operating activities under the caption “Other” on the Condensed Consolidated Statement of Cash Flows. Woodward’s net investment in the JV, which is included in other assets, was $7,874 as of March 31, 2018 and $6,272 as of September 30, 2017.  

Woodward’s net sales include $17,077 for the three-monthsand $30,052 for the six-months ended March 31, 2018 of sales to the JV, compared to $18,415 for the three-months and $33,717 for the six-months ended March  31,  2017.  Woodward recorded a reduction to sales of $6,922 for the three-monthsand $12,330 for the six-months ended March 31, 2018related to royalties paid to the JV by Woodward on sales by Woodward directly to third party aftermarket customers, compared to $5,674 for the three-months and $11,077 for the six-months ended March  31,  2017.  The Condensed Consolidated Balance Sheets include “Accounts receivable” of $9,755 at March 31, 2018, and $8,554 at September 30, 2017, related to amounts the JV owed Woodward, and include “Accounts payable” of $6,420 at March 31, 2018, and $6,741 at September 30, 2017, related to amounts Woodward owed the JV.

XML

Financial Instruments and Fair Value Measurements

6 Months Ended

Mar. 31, 2018

Financial Instruments and Fair Value Measurments

Financial Instruments and Fair Value Measurements

Note 5.  Financial instruments and fair value measurements

Financial assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets are categorized based upon a fair value hierarchy established by U.S. GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1: Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3: Inputs that reflect management’s best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date.  The inputs are unobservable in the market and significant to the valuation of the instruments.

The table below presents information about Woodward’s financial assets 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.  Woodward had no financial liabilities required to be measured at fair value on a recurring basis as of March 31, 2018 or September 30, 2017.

	At March 31, 2018								At September 30, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial assets:
Cash	$	98,646	$	-	$	-	$	98,646	$	79,822	$	-	$	-	$	79,822
Investments in reverse repurchase agreements		557		-		-		557		1		-		-		1
Investments in term deposits with foreign banks		944		-		-		944		7,729		-		-		7,729
Equity securities		19,050		-		-		19,050		16,600		-		-		16,600
Total financial assets	$	119,197	$	-	$	-	$	119,197	$	104,152	$	-	$	-	$	104,152

Investments in reverse repurchase agreements:  Woodward sometimes invests excess cash in reverse repurchase agreements.  Under the terms of Woodward’s reverse repurchase agreements, Woodward purchases an interest in a pool of securities and is granted a security interest in those securities by the counterparty to the reverse repurchase agreement.  At an agreed upon date, generally the next business day, the counterparty repurchases Woodward’s interest in the pool of securities at a price equal to what Woodward paid to the counterparty plus a rate of return determined daily per the terms of the reverse repurchase agreement.  Woodward believes that the investments in these reverse repurchase agreements are with creditworthy financial institutions and that the funds invested are highly liquid.  The investments in reverse repurchase agreements are reported at fair value, with realized gains from interest income recognized in earnings, and are included in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets.  Since the investments are generally overnight, the carrying value is considered to be equal to the fair value as the amount is deemed to be a cash deposit with no risk of change in value as of the end of each fiscal quarter.

Investments in term deposits with foreign banks: Woodward’s foreign subsidiaries sometimes invest excess cash in various highly liquid financial instruments that Woodward believes are with creditworthy financial institutions.  Such investments are reported in “Cash and cash equivalents” at fair value, with realized gains from interest income recognized in earnings.  The carrying value of Woodward’s investments in term deposits with foreign banks are considered equal to the fair value given the highly liquid nature of the investments.

Equity securities: Woodward holds marketable equity securities, through investments in various mutual funds, related to its deferred compensation program.  Based on Woodward’s intentions regarding these instruments, marketable equity securities are classified as trading securities.  The trading securities are reported at fair value, with realized gains and losses recognized in “Other (income) expense, net” on the 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.

Accounts receivable, accounts payable, and short-term borrowings are not remeasured to fair value, as the carrying cost of each approximates its respective fair value.  The estimated fair values and carrying costs of other financial instruments that are not required to be remeasured at fair value in the Condensed Consolidated Balance Sheets were as follows:

		At March 31, 2018				At September 30, 2017
	Fair Value Hierarchy Level	Estimated Fair Value		Carrying Cost		Estimated Fair Value		Carrying Cost
Assets:
Notes receivable from municipalities	2	$	14,506	$	14,346	$	15,848	$	14,507
Investments in short-term time deposits	2		-		-		8,227		8,223
Liabilities:
Long-term debt	2	$	(588,701)	$	(590,115)	$	(592,317)	$	(582,080)

In fiscal years 2014 and 2013, Woodward received long-term notes from municipalities within the states of Illinois and Colorado 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 a new campus at its corporate headquarters in Fort Collins, Colorado.  The fair value of the long-term notes was estimated based on a model that discounted future principal and interest payments received at an interest rate available to the Company at the end of the period for similarly rated municipal notes of similar maturity, which is a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rates used to estimate the fair value of the long-term notes were 2.8% at March 31, 2018 and 2.6% at September 30, 2017.

From time to time, certain of Woodward’s foreign subsidiaries will invest excess cash in short-term time deposits with a fixed maturity date of longer than three months but less than one year from the date of the deposit.  Woodward believes that the investments are with creditworthy financial institutions. The fair value of the investments in short-term time deposits was estimated based on a model that discounted future principal and interest payments to be received at an interest rate available to the foreign subsidiary entering into the investment for similar short-term time deposits of similar maturity.  This was determined to be a level 2 input as defined by the U.S. GAAP fair value hierarchy.  The interest rates used to estimate the fair value of the short-term time deposits was 5.3% at September 30, 2017.  There were no investments in short-term time deposits at March 31, 2018.

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 2.8% at March 31, 2018 and 2.4% at September 30, 2017.

XML

Derivative Instruments and Hedging Activities

6 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Note 6.  Derivative instruments and hedging activities

Woodward has exposures related to global market risks, including the effect of changes in interest rates, foreign currency exchange rates, changes in certain commodity prices and fluctuations in various producer indices.  From time to time, Woodward enters into derivative instruments for risk management purposes only, including derivatives designated as accounting hedges and/or those utilized as economic hedges.  Woodward uses interest rate related derivative instruments to manage its exposure to fluctuations of interest rates.  Woodward does not enter into or issue derivatives for trading or speculative purposes.

By using derivative and/or hedging instruments to manage its risk exposure, Woodward is subject, from time to time, to credit risk and market risk on those derivative instruments.  Credit risk arises from the potential failure of the counterparty to perform under the terms of the derivative and/or hedging instrument.  When the fair value of a derivative contract is positive, the counterparty owes Woodward, which creates credit risk for Woodward.  Woodward mitigates this credit risk by entering into transactions with only counterparties that are believed to be creditworthy.  Market risk arises from the potential adverse effects on the value of derivative and/or hedging instruments that result from a change in interest rates, commodity prices, or foreign currency exchange rates.  Woodward minimizes this market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

Woodward did not enter into any derivatives or hedging transactions during the three or six-months ended March 31, 2018 or 2017.

The remaining unrecognized gains in Woodward’s Condensed Consolidated Balance Sheets associated with derivative instruments that were previously entered into by Woodward, which are classified in accumulated other comprehensive (losses) earnings (“accumulated OCI”), were net gains of$182 as of March 31, 2018 and$218 as of September 30, 2017.

The following table discloses the impact of derivative instruments in cash flow hedging relationships on Woodward’s Condensed Consolidated Statements of Earnings, recognized in interest expense:

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Amount of income recognized  in earnings on derivative	$	(18)	$	(18)	$	(36)	$	(36)
Amount of (gain) loss recognized  in accumulated OCI on derivative		-		-		-		-
Amount of gain reclassified  from accumulated OCI into earnings		(18)		(18)		(36)		(36)

Based on the carrying value of the realized but unrecognized gains on terminated derivative instruments designated as cash flow hedges as of March 31, 2018, Woodward expects to reclassify $72 of net unrecognized gains on terminated derivative instruments from accumulated other comprehensive (losses) earnings to earnings during the next twelve months.

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.  On the Series M Notes, included in foreign currency translation adjustments within total comprehensive (losses) earnings are net foreign exchange losses of $1,268 for the three-months and  $2,011 for the six-months ended March 31, 2018, compared tonet foreign exchange losses of $664 for the three-months and net foreign exchange gains of $2,150 for the six-months ended March 31, 2017.

In July 2016, Woodward designated an intercompany loan of 160,000 renminbi between two wholly owned subsidiaries as a hedge of a foreign currency exposure of the net investment of the borrower in the lender.  Related to the intercompany loan, unrealized foreign exchange losses of $281 for the three-months and unrealized foreign exchange gains of $735 for the six-months ended March 31, 2017 are included in foreign currency translation adjustments within total comprehensive (losses) earnings.  The intercompany loan was repaid in July 2017.

XML

Supplemental Statements of Cash Flows Information

6 Months Ended

Mar. 31, 2018

Supplemental Statements of Cash Flows Information

Supplemental Statements of Cash Flows Information

Note 7.  Supplemental statement of cash flows information

	Six-Months Ended March 31,
	2018		2017
Interest paid, net of amounts capitalized	$	14,032	$	13,999
Income taxes paid		28,592		9,160
Income tax refunds received		1,841		90
Non-cash activities:
Purchases of property, plant and equipment on account		9,051		7,621
Common shares issued from treasury to settle employee liabilities		-		1,767
Common shares issued from treasury to settle benefit obligations (Note 18)		14,741		14,014
Cashless exercise of stock options		-		1,473

XML

Accounts Receivable

6 Months Ended

Mar. 31, 2018

Accounts Receivable Disclosure

Accounts Receivable

Note 8.  Accounts receivable

Almost all of Woodward’s sales are made on credit and result in accounts receivable, which are recorded at the amount invoiced and are generally not collateralized.  In the normal course of business, not all accounts receivable are collected and, therefore, an allowance for uncollectible amounts is provided equal to the amount that Woodward believes ultimately will not be collected.  In establishing the amount of the allowance related to the credit risk of accounts receivable, customer-specific information is considered related to delinquent accounts, past loss experience, bankruptcy filings, deterioration in the customer’s operating results or financial position, and current economic conditions. Accounts receivable losses are deducted from the allowance, and the related accounts receivable balances are written off when the receivables are deemed uncollectible.  Recoveries of accounts receivable previously written off are recognized when received.  In addition, an allowance associated with anticipated future sales returns is also established and is included in the allowance for uncollectible amounts.

Consistent with common business practice in China, Woodward’s Chinese subsidiary accepts from Chinese customers, in settlement of certain customer accounts receivable, bankers’ acceptance notes issued by Chinese banks that are believed to be creditworthy.  Bankers’ acceptance notes are financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial institution and a customer of the financial institution.  Bankers’ acceptance notes represent a commitment by the issuing financial institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers’ acceptance note as of the maturity date.  The maturity date of bankers’ acceptance notes varies, but it is Woodward’s policy to only accept bankers’ acceptance notes with maturity dates no more than 180 days from the date of Woodward’s receipt of such draft.  The issuing financial institution is the obligor, not Woodward’s customers.  Upon Woodward’s acceptance of a banker’s acceptance note from a customer, such customer has no further obligation to pay Woodward for the related accounts receivable balance.  Woodward only accepts bankers’ acceptance notes issued by banks that are believed to be creditworthy and to which the credit risks associated with the bankers’ acceptance notes are believed to be minimal.

The composition of Woodward’s accounts receivable at March 31, 2018 and September 30, 2017 follows:

	March 31,		September 30,
	2018		2017
Accounts receivable from:
Customers	$	326,057	$	367,715
Other (Chinese financial institutions)		42,969		38,243
Allowance for uncollectible customer amounts		(3,675)		(3,776)
	$	365,351	$	402,182

XML

Inventories

6 Months Ended

Mar. 31, 2018

Inventories

Inventories

Note 9.  Inventories

	March 31,		September 30,
	2018		2017
Raw materials	$	59,171	$	59,034
Work in progress		111,775		103,790
Component parts (1)		283,489		262,755
Finished goods		54,536		47,926
	$	508,971	$	473,505

(1) Component parts include items that can be sold separately as finished goods or included in the manufacture of other products.

XML

Property, Plant, and Equipment, Net

6 Months Ended

Mar. 31, 2018

Property, Plant, and Equipment, Net

Property, Plant and Equipment, Net

Note 10.  Property, plant, and equipment

	March 31,		September 30,
	2018		2017
Land and land improvements	$	88,595	$	88,326
Buildings and building improvements		516,687		514,453
Leasehold improvements		18,303		16,142
Machinery and production equipment		575,695		543,641
Computer equipment and software		122,663		124,723
Office furniture and equipment		24,661		24,308
Other		19,397		19,393
Construction in progress		115,551		111,910
		1,481,552		1,442,896
Less accumulated depreciation		(538,119)		(520,853)
Property, plant, and equipment, net	$	943,433	$	922,043

In the second quarter of fiscal year 2018, the Company announced its decision to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado.  Included in “Land and land improvements” and “Buildings and improvements” are assets held for use of $7,604 at March 31, 2018, which relate to the land, building and building improvements at the Duarte facility.  The assets held for use are included in the Company’s Aerospace segment.  The Company had no assets held for use recorded as of September 30, 2017.  The Company has not yet determined which ofthe remaining assets at the Duarte facility, consisting mainly of machinery and equipment, will be sold or relocated to the renovated Drake Campus and therefore, has continued to depreciate these assets until a determination is made.  The carrying value of the remaining assets at the Duarte facility was approximately $13,200 as of March 31, 2018.

The Company assessed whether the decision to relocate from its Duarte facility could indicate a potential impairment of the assets at the Duarte facility and concluded that the assets were not impaired as of March 31, 2018.

Included in “Office furniture and equipment” and “Other” is $1,653 at each of March 31, 2018 and September 30, 2017, of gross assets acquired on capital leases, and accumulated depreciation included$948 at March 31, 2018 and$739 at September 30, 2017 of amortization associated with the capital lease assets.

In fiscal year 2015, Woodward completed and placed into service a manufacturing and office building on a second campus in the greater-Rockford, Illinois area and has occupied the new facility for its Aerospace segment.  This campus is intended to support Woodward’s expected growth in its Aerospace segment as a result of Woodward being awarded a substantial number of new system platforms, particularly on narrow-body aircraft. 

Included in “Construction in progress” are costs of $40,792 at March 31, 2018 and $49,347 at September 30, 2017 associated with new equipment purchases for the greater-Rockford campus and costs of $29,644 at March 31, 2018 and $15,584 at September 30, 2017 associated with the renovation of the Drake Campus. 

For the three and six-months ended March 31, 2018 and 2017, Woodward had depreciation expense as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Depreciation expense	$	15,754	$	13,663	$	30,581	$	26,118

For the three and six-months ended March 31, 2018 and 2017, Woodward capitalized interest that would have otherwise been included in interest expense of the following:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Capitalized interest	$	633	$	481	$	1,234	$	953

XML

Goodwill

6 Months Ended

Mar. 31, 2018

Goodwill Disclosure

Goodwill

Note 11.  Goodwill

	September 30, 2017		Effects of Foreign Currency Translation		March 31, 2018
Aerospace	$	455,423	$	-	$	455,423
Industrial		101,122		1,436		102,558
Consolidated	$	556,545	$	1,436	$	557,981

Woodward tests goodwill for impairment during the fourth quarter of each fiscal year, or at any time there is an indication goodwill is more-likely-than-not impaired, commonly referred to as triggering events.  There have been no such triggering events during any of the periods presented and Woodward’s fourth quarter of fiscal year 2017 impairment test resulted in no impairment.

XML

Intangible Assets, Net

6 Months Ended

Mar. 31, 2018

Intangible Assets, Net

Intangible Assets, Net

Note 12.  Intangible assets, net

	March 31, 2018						September 30, 2017
	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Customer relationships and contracts:
Aerospace	$	281,683	$	(158,666)	$	123,017	$	282,225	$	(151,155)	$	131,070
Industrial		41,185		(35,064)		6,121		40,962		(34,407)		6,555
Total	$	322,868	$	(193,730)	$	129,138	$	323,187	$	(185,562)	$	137,625
Intellectual property:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		19,723		(18,657)		1,066		19,422		(18,196)		1,226
Total	$	19,723	$	(18,657)	$	1,066	$	19,422	$	(18,196)	$	1,226
Process technology:
Aerospace	$	76,372	$	(51,881)	$	24,491	$	76,605	$	(49,124)	$	27,481
Industrial		23,062		(18,635)		4,427		22,950		(17,756)		5,194
Total	$	99,434	$	(70,516)	$	28,918	$	99,555	$	(66,880)	$	32,675
Other intangibles:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		1,478		(1,152)		326		1,312		(956)		356
Total	$	1,478	$	(1,152)	$	326	$	1,312	$	(956)	$	356
Total intangibles:
Aerospace	$	358,055	$	(210,547)	$	147,508	$	358,830	$	(200,279)	$	158,551
Industrial		85,448		(73,508)		11,940		84,646		(71,315)		13,331
Consolidated Total	$	443,503	$	(284,055)	$	159,448	$	443,476	$	(271,594)	$	171,882

For the three and six-months ended March 31, 2018 and 2017, Woodward recorded amortization expense associated with intangibles of the following:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization expense	$	6,258	$	6,431	$	12,501	$	12,889

Future amortization expense associated with intangibles is expected to be:

Year Ending September 30:
2018 (remaining)	$	12,513
2019		23,165
2020		20,407
2021		18,405
2022		16,253
Thereafter		68,705
	$	159,448

XML

Credit Facilities, Short-term Borrowings and Long-term Debt

6 Months Ended

Mar. 31, 2018

Debt Disclosure

Credit Facilities, Short-term Borrowings and Long-term Debt

Note 13.  Credit facilities, short-term borrowings and long-term debt

Revolving credit facility

Woodward maintains a $1,000,000 revolving credit facility established under a revolving credit agreement among Woodward, a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “Revolving Credit Agreement”).  The Revolving Credit Agreement provides for the option to increase available borrowings to up to $1,200,000, subject to lenders’ participation.  Borrowings under the Revolving Credit Agreement can be made by Woodward and certain of its foreign subsidiaries in U.S dollars or in foreign currencies other than the U.S. dollar and generally bear interest at LIBOR plus 0.85% to 1.65%.  The Revolving Credit Agreement matures in April 2020.  Under the Revolving Credit Agreement, there were $41,930 in principal amount of borrowings outstanding as of March 31, 2018, at an effective interest rate of 3.28%, and $32,600 in principal amount of borrowings outstanding as of September 30, 2017, at an effective interest rate of 2.29%.  As of March 31, 2018 and September 30, 2017, all of the borrowings under the Revolving Credit Agreement were classified as short-term based on Woodward’s intent and ability to pay this amount in the next twelve months. 

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 as of March 31, 2018 and September 30, 2017 on Woodward’s foreign lines of credit and foreign overdraft facilities.

Long-term debt

	March 31,		September 30,
	2018		2017
Series D notes – 6.39%, due October 2018; unsecured	$	100,000	$	100,000
Series F notes – 8.24%, due April 2019; unsecured		43,000		43,000
Series G notes – 3.42%, due November 2020; unsecured		50,000		50,000
Series H notes – 4.03%, due November 2023; unsecured		25,000		25,000
Series I notes – 4.18%, due November 2025; unsecured		25,000		25,000
Series J notes – Floating rate (LIBOR plus 1.25%), due November 2020; unsecured		50,000		50,000
Series K notes – 4.03%, due November 2023; unsecured		50,000		50,000
Series L notes – 4.18%, due November 2025; unsecured		50,000		50,000
Series M notes – 1.12% due September 2026; unsecured		49,279		47,270
Series N notes – 1.31% due September 2028; unsecured		94,861		90,995
Series O notes – 1.57% due September 2031; unsecured		52,975		50,815
Unamortized debt issuance costs		(1,654)		(1,794)
Total long-term debt		588,461		580,286
Less: Current portion of long-term debt		-		-
Long-term debt, less current portion	$	588,461	$	580,286

The Notes

In October 2008, Woodward entered into a note purchase agreement relating to the Series D Notes.  The Series D Notes mature and are payable in October 2018.As of March 31, 2018, the entire amount of debt under the Series D Notes has been classified as long-term based on Woodward’s intent and ability to refinance this debt using cash proceeds from its existing revolving credit facility which, in turn, is expected to be repaid beyond the next twelve months. 

In April 2009, Woodward entered into a note purchase agreement relating to the Series F Notes.

On October 1, 2013, Woodward entered into a note purchase agreement relating to the sale by Woodward of an aggregate principal amount of $250,000 of its senior unsecured notes in a series of private placement transactions.  Woodward issued the Series G, H and I Notes (the “First Closing Notes”) on October 1, 2013.  Woodward issued the Series J, K and L Notes (the “Second Closing Notes,” and together with the Series D Notes, the Series F Notes and the First Closing Notes, the “USD Notes”) on November 15, 2013.  

On September 23, 2016, Woodward and the BV Subsidiary each entered into note purchase agreements 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 €40,000Series M Notes.  The BV Subsidiary issued (a) €77,000 aggregate principal amount of the BV Subsidiary’s Series N Senior Notes (the “Series N Notes”) and (b) €43,000 aggregate principal amount of the BV Subsidiary’s Series O Senior Notes (the “Series O Notes” and together with the Series M Notes and the Series N Notes, the “2016 Notes,” and, together with the USD Notes, collectively, the “Notes”).

Interest on the Series D Notes, the First Closing Notes, and the Series K and L Notes is payable semi-annually on April 1 and October 1 of each year until all principal is paid.  Interest on the Series F Notes is payable semi-annually on April 15 and October 15 of each year until all principal is paid.  Interest on the 2016 Notes is payable semi-annually on March 23 and September 23 of each year, until all principal is paid.  Interest on the Series J Notes is payable quarterly on January 1, April 1, July 1 and October 1 of each year until all principal is paid.  As of March 31, 2018, the Series J Notes bore interest at an effective rate of 3.12%.

Debt Issuance Costs

Unamortized debt issuance costs associated with the Notes of $1,654 as of March 31, 2018 and $1,794 as of September 30, 2017 were recorded as a reduction in “Long-term debt, less current portion” in the Condensed Consolidated Balance Sheets.  Unamortized debt issuance costs of $1,822 associated with the Revolving Credit Agreement as of March 31, 2018 and $2,259 as of September 30, 2017 were recorded as “Other assets” in the Condensed Consolidated Balance Sheets.  Amortization of debt issuance costs is included in operating activities in the Condensed Consolidated Statements of Cash Flows.

XML

Accrued Liabilities

6 Months Ended

Mar. 31, 2018

Accrued Liabilities

Accrued Liabilities

Note 14.  Accrued liabilities

	March 31,		September 30,
	2018		2017
Salaries and other member benefits	$	27,986	$	91,285
Warranties		13,283		13,597
Interest payable		9,697		9,626
Current portion of acquired performance obligations and unfavorable contracts (1)		1,627		1,627
Accrued retirement benefits		2,379		2,413
Current portion of loss reserve on contractual lease commitments		1,245		1,343
Current portion of deferred income from JV formation (Note 4)		6,427		6,451
Deferred revenues		3,372		4,625
Restructuring charges		17,013		-
Taxes, other than income		17,890		14,401
Other		10,523		9,704
	$	111,442	$	155,072

(1) In connection with Woodward’s acquisition of GE Aviation Systems LLC’s (the “Seller”) thrust reverser actuation systems business located in Duarte, California (the “Duarte Acquisition”) in fiscal year 2013, Woodward assumed current and long-term performance obligations for contractual commitments that are expected to result in future economic losses.  In addition, Woodward assumed current and long-term performance obligations for services to be provided to the Seller and others, partially offset by current and long-term assets related to contractual payments due from the Seller.  The current portion of both obligations is included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

Warranties

Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements.  Accruals are established for specifically identified warranty issues that are probable to result in future costs.  Warranty costs are accrued on a non-specific basis whenever past experience indicates a normal and predictable pattern exists.  Changes in accrued product warranties were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Warranties, beginning of period	$	13,017	$	15,528	$	13,597	$	15,993
Expense, net of recoveries		2,334		2,139		304		4,062
Reductions for settling warranties		(2,209)		(2,750)		(832)		(4,782)
Foreign currency exchange rate changes		141		124		214		(232)
Warranties, end of period	$	13,283	$	15,041	$	13,283	$	15,041

Loss reserve on contractual lease commitments

In connection with the construction of a new production facility in Niles, Illinois, Woodward vacated a leased facility in Skokie, Illinois and recognized a loss reserve against the estimated remaining contractual lease commitments, less anticipated sublease income.  Changes in the loss reserve were as follows:

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Loss reserve on contractual lease commitments, beginning of period	$	4,717	$	8,840	$	5,270	$	9,242
Payments, net of sublease income		(239)		(445)		(792)		(847)
Loss reserve on contractual lease commitments, end of period	$	4,478	$	8,395	$	4,478	$	8,395

Other liabilities included $3,233 and $3,927of accrued loss reserve on contractual lease commitments as of March 31, 2018 and September 30, 2017, respectively, which are not expected to be settled or paid within twelve months of the respective balance sheet date.

Restructuring charges

In the second quarter of fiscal 2018, the Company recorded restructuring charges totaling $17,013, the majority of which relate to the Company’s decision to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado.  The Duarte facility, which manufactures thrust reverser actuation systems, is part of the Company’s Aerospace segment.  Included in the $17,013 of restructuring charges for the three and six-months ended March 31, 2018, is $12,504 of workforce management costs associated with the transfer of the business from Duarte to Fort Collins. The remaining restructuring charges recognized in the three and six-months ended March 31, 2018 is $4,509 of workforce management costs related to aligning the Company’s industrial turbomachinery business, which is part of the Company’s Industrial segment, with current market conditions.  All of the restructuring charges recorded in the second quarter and first half of fiscal 2018 were recorded as nonsegment expenses.  All of the restructuring charges recorded as of March 31, 2018 are expected to be paid within one year of the balance sheet date.

In addition to the restructuring charges recognized in the second quarter of fiscal year 2018,  the Company anticipates incurring additional costs associated with the Duarte relocation such as expenses associated with equipment relocation, employee training, accelerated depreciation, and increased labor expenses over the coming year.  The Company anticipates these additional expenses will vary by quarter, but are expected to be approximately $12,000 in total.  Although the Company plans to sell the Duarte facility’s land, building and building improvements, it is currently still occupying the Duarte facility and has recorded these as assets held for use as of March 31, 2018 (see Note 10, Property, plant and equipment).

XML

Other Liabilities

6 Months Ended

Mar. 31, 2018

Other Liabilities

Other Liabilities

Note 15.  Other liabilities

	March 31,		September 30,
	2018		2017
Net accrued retirement benefits, less amounts recognized within accrued liabilities	$	53,234	$	52,211
Noncurrent portion of deferred income from JV formation (1)		239,275		236,896
Total unrecognized tax benefits		20,684		20,949
Noncurrent income taxes payable (2)		23,920		-
Acquired unfavorable contracts (3)		1,149		2,076
Deferred economic incentives (4)		13,801		14,574
Loss reserve on contractual lease commitments (5)		3,233		3,927
Other		10,850		14,165
	$	366,146	$	344,798

(1) See Note 4, Joint venture for more information on the deferred income from JV formation.

(2) See Note 17, Income taxes for more information on the noncurrent income taxes payable.

(3) In connection with the Duarte Acquisition in fiscal year 2013, Woodward assumed current and long-term performance obligations for contractual commitments that are expected to result in future economic losses.  The long-term portion of the acquired unfavorable contracts is included in Other liabilities.

(4) Woodward receives certain economic incentives from various state and local authorities related to capital expansion projects.  Such amounts are initially recorded as deferred credits and are being recognized as a reduction to pre-tax expense over the economic lives of the related capital expansion projects.

(5) See Note 14, Accrued liabilities for more information on the loss reserve on contractual lease commitments.

XML

Other (Income) Expense, Net

6 Months Ended

Mar. 31, 2018

Other (Income) Expense, Net

Other (Income) Expense, Net

Note 16.  Other (income) expense, net 

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Equity interest in the earnings of the JV (Note 4)	$	(1,006)	$	(382)	$	(1,602)	$	(1,066)
Net (gain) loss on sales of assets		(396)		37		(454)		(3,662)
Rent income		(17)		(70)		(71)		(143)
Net gain on investments in deferred compensation program		(46)		(705)		(700)		(729)
Other		(148)		(195)		(358)		(303)
	$	(1,613)	$	(1,315)	$	(3,185)	$	(5,903)

XML

Income Taxes

6 Months Ended

Mar. 31, 2018

Income Taxes

Income Taxes

Note 17.  Income taxes

On December 22, 2017, the United States (“U.S.”) enacted significant changes to the U.S. tax law following the passage and signing of the Tax Act.  The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, a one-time repatriation tax on deferred foreign income (“Transition Tax”), deductions, credits and business-related exclusions.

U.S. GAAP requires that the interim period tax provision be determined as follows:  

· At the end of each quarter, Woodward estimates the tax that will be provided for the current fiscal year stated as a percentage of estimated “ordinary income.”  The term ordinary income refers to earnings from continuing operations before income taxes, excluding significant unusual or infrequently occurring items. 

The estimated annual effective rate is applied to the year-to-date ordinary income at the end of each quarter to compute the estimated year-to-date tax applicable to ordinary income.  The tax expense or benefit related to ordinary income in each quarter is the difference between the most recent year-to-date and the prior quarter year-to-date computations.

· The tax effects of significant unusual or infrequently occurring items are recognized as discrete items in the interim period in which the events occur.  The impact of changes in tax laws or rates on deferred tax amounts, the effects of changes in judgment about beginning of the year valuation allowances, and changes in tax reserves resulting from the finalization of tax audits or reviews are examples of significant unusual or infrequently occurring items that are recognized as discrete items in the interim period in which the event occurs.  Enactment of the Tax Act during December 2017 resulted in a provisional discrete net charge to Woodward’s income tax expense in the amount of $14,778, which was recorded in the first quarter of fiscal year 2018.  There were no provisional adjustments recorded to income tax expense in the three-months ended March 31, 2018.

The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income of Woodward in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year.  In addition, as a global commercial enterprise, Woodward’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, changes in the estimate of the amount of undistributed foreign earnings that Woodward considers indefinitely reinvested, and other factors that cannot be predicted with certainty.  As such, there can be significant volatility in interim tax provisions.

The permanent reduction to the U.S. federal corporate income tax rate from 35% to 21% is effective January 1, 2018 (the “Effective Date”).  When a U.S. federal tax rate change occurs during a taxpayer’s fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment.  As a result of the Tax Act, Woodward has calculated a U.S. federal statutory corporate income tax rate of 24.5% for the fiscal year ending September 30, 2018 and applied this rate in computing the income tax provision for the three and six-months ended March 31, 2018.  The U.S. federal statutory corporate income tax rate of 24.5% is the weighted daily average rate between the pre-enactment U.S. federal statutory tax rate of 35% applicable to Woodward’s 2018 fiscal year prior to the Effective Date and the post-enactment U.S. federal statutory tax rate of 21% applicable to the 2018 fiscal year thereafter.  Woodward expects the U.S. federal statutory rate to be 21% for fiscal years beginning after September 30, 2018.

On December 22, 2017, the SEC issued SAB 118.  SAB 118 expresses views of the SEC regarding ASC 740 in the reporting period that includes the enactment date of the Tax Act.  Subsequent to the issuance of SAB 118, in March 2018, the FASB issued ASU 2018-05,  which formally amended ASC 740 for the guidance previously provided by SAB 118.  The SEC staff issuing SAB 118 (the “Staff”) recognized that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein.  The Staff’s view of the enactment of the Tax Act has been developed considering the principles of ASC Topic 805, Business Combinations, which addresses the accounting for certain items in a business combination for which the accounting is incomplete upon issuance of the financial statements that include the reporting period in which the business combination occurs.  Specifically, the Staff provides that the accounting guidance in ASC Topic 805 may be analogized to the accounting for impacts of the Tax Act.  If a company does not have the necessary information available, prepared or analyzed for certain income tax effects of the Tax Act, SAB 118 allows a company to report provisional numbers and adjust those amounts during the measurement period not to extend beyond one year.  For the three and six-months ended March 31, 2018, Woodward has recorded all known and estimable impacts of the Tax Act that are effective for fiscal year 2018.  Future adjustments to the provisional numbers will be recorded as discrete adjustments to income tax expense in the period in which those adjustments become estimable and/or are finalized.

Accordingly, Woodward’s income tax provision for the three and six-months ended March 31, 2018 reflects (i) the current year impacts of the Tax Act on the estimated annual effective tax rate and (ii) discrete items, if any, resulting directly from the enactment of the Tax Act based on the information available, prepared, or analyzed (including computations) in reasonable detail.There were no changes in the discrete impact from the enactment of the Tax Act for the three-months ended March 31, 2018.

	Six-Months Ended
	March 31, 2018
Transition tax (provisional)	$	26,000
Net impact on U.S. deferred tax assets and liabilities (provisional)		(16,260)
Net changes in deferred tax liability associated with anticipated repatriation taxes (provisional)		5,038
Net discrete impacts of the enactment of the Tax Act	$	14,778

Woodward determined that the Transition Tax is provisional because various components of the computation are unknown as of March 31, 2018, including the following significant items: the exchange rates for fiscal year 2018, the actual aggregate foreign cash position and the earnings and profits of the foreign entities as of September 30, 2018, the interpretation and identification of cash positions as of September 30, 2018, and incomplete computations of accumulated earnings and profits balances as of November 2, 2017 and December 31, 2017.  Consistent with provisions allowed under the Tax Act, the $26,000 estimated Transition Tax liability will be paid over an eight year period beginning in fiscal year 2019.  As of March 31, 2018, the current portion of the estimated Transition Tax liability in the amount of $2,080 has been included in “Income taxes receivable, net”, andthe noncurrent portion in the amount of $23,920 has been included in “Other liabilities” in the Condensed Consolidated Balance Sheets. 

Woodward also determined that the impact of the U.S. federal corporate income tax rate change on the U.S. deferred tax assets and liabilities is provisional because the number cannot be calculated until the underlying timing differences are known rather than estimated.   

Given the Tax Act’s significant changes and potential opportunities to repatriate cash tax free, Woodward is in the process of evaluating its current indefinite assertions.  As a result of the Tax Act, Woodward now expects to repatriate certain earnings which will be subject to withholding taxes.  These additional withholding taxes were recorded as an additional deferred tax liability associated with the basis difference in such jurisdictions.  The uncertainty related to the taxation of such withholding taxes on distributions under the Tax Act and finalization of the cash repatriation plan makes the deferred tax liability a provisional amount. 

Woodward continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) on Woodward, which are not effective until fiscal year 2019.  Woodward has not recorded any impact associated with either GILTI or BEAT in the tax rate as of the second quarter of fiscal year 2018. 

Within the calculation of Woodward’s annual effective tax rate Woodward has used assumptions and estimates that may change as a result of future guidance, interpretation, and rule-making from the Internal Revenue Service, the SEC, and the FASB and/or various other taxing jurisdictions.  For example, Woodward anticipates that the state jurisdictions will continue to determine and announce their conformity to the Tax Act which could have an impact on the annual effective tax rate.

The following table sets forth the tax expense and the effective tax rate for Woodward’s earnings before income taxes:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295
Income tax expense		10,158		12,131		29,385		12,642
Effective tax rate		20.9%		24.1%		34.1%		13.0%

The decrease in the year-over-year effective tax rate for the three-months ended March 31, 2018 is primarily attributable to the benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate, partially offset by  a smaller favorable adjustment for the net excess income tax benefits from stock-based compensation, less foreign earnings taxed at lower tax rates and fewer favorable resolutions of tax matters in the current quarter.

The increase in the effective tax rate for the six-months ended March 31, 2018 compared to the six-months ended March 31, 2017 is primarily attributable to the $14,778 discrete net unfavorable impact in the first quarter of fiscal year 2018 resulting from the enactment of the Tax Act partially offset by benefits of the current year effect of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate.  In addition, the effective tax rate for the six-months ended March 31, 2017 included the impact of the repatriation to the U.S. of certain net foreign profits and losses. In the first quarter of fiscal year 2017, the U.S. foreign tax credits available as a result of the repatriation of the foreign net earnings were greater than the U.S. taxes payable on these foreign net earnings.

Gross unrecognized tax benefits were $19,574 as of March 31, 2018, and $20,132 as of September 30, 2017.  Included in the balance of unrecognized tax benefits were $9,176 as of March 31, 2018 and $9,677 as of September 30, 2017 of tax benefits that, if recognized, would affect the effective tax rate.  At this time, Woodward estimates that it is reasonably possible that the liability for unrecognized tax benefits will decrease by as much as $8,901 in the next twelve months due to the completion of reviews by tax authorities, lapses of statutes, and the settlement of tax positions.  Woodward accrues for potential interest and penalties related to unrecognized tax benefits and all other interest and penalties related to tax payments in tax expense.  Woodward had accrued gross interest and penalties of $1,372 as of March 31, 2018 and $1,123 as of September 30, 2017.

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 limitations may result in changes to tax expense.  Fiscal years remaining open to examination in significant foreign jurisdictions include 2008 and thereafter.  Woodward’s fiscal years remaining open to examination in the United States include fiscal years 2014 and thereafter.  Woodward is currently under examination by the Internal Revenue Service for fiscal years 2016, 2015 and 2014.  Woodward has concluded U.S. federal income tax examinations through fiscal year 2012.  Woodward is generally subject to U.S. state income tax examinations for fiscal years 2012 and the periods thereafter.

XML

Retirement Benefits

6 Months Ended

Mar. 31, 2018

Retirement Benefits - General

Retirement Benefits

Note 18.  Retirement benefits

Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits and postretirement life insurance benefits.  Eligibility requirements and benefit levels vary depending on employee location.

Defined contribution plans

Most of the Company’s U.S. employees are eligible to participate in the U.S. defined contribution plan.  The U.S. defined contribution plan allows employees to defer part of their annual income for income tax purposes into their personal 401(k) accounts.  The Company makes matching contributions to eligible employee accounts, which are also deferred for employee personal income tax purposes.  Certain foreign employees are also eligible to participate in similar foreign plans.

Most of Woodward’s U.S. employees with at least two years of service receive an annual contribution of Woodward stock, equal to 5% of their eligible prior year wages, to their personal Woodward Retirement Savings Plan accounts.  Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 202 shares of common stock for a value of $14,741 in the second quarter of fiscal year 2018, compared to a total of 199shares of common stock for a value of $14,014 in the second quarter of fiscal year 2017.

The amount of expense associated with defined contribution plans was as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company costs	$	8,716	$	8,502	$	16,595	$	15,751

Defined benefit plans

Woodward has defined benefit plans that provide pension benefits for certain retired employees in the United States, the United Kingdom, and Japan.  Woodward also provides other postretirement benefits to its employees including postretirement medical benefits and life insurance benefits.  Postretirement medical benefits are provided to certain current and retired employees and their covered dependents and beneficiaries in the United States and the United Kingdom.  Lifeinsurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current employees.  A September 30 measurement date is utilized to value plan assets and obligations for all of Woodward’s defined benefit pension and other postretirement benefit plans.

U.S. GAAP requires that, for obligations outstanding as of September 30, 2017, 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.

During the third quarter of fiscal year 2016, Woodward opened a lump-sum buy-out window, which closed in the fourth quarter of fiscal year 2016 and was fully settled during the first quarter of fiscal year 2017, for certain former U.S. employees and/or their dependents eligible to receive postretirement defined benefit pension payments for past employment services to the Company.  Eligible pension plan participants were provided the opportunity to elect to receive a one-time lump-sum payment or an immediate annuity in lieu of future pension benefit payments.  Pension benefit payments paid from available pension plan assets under the lump-sum buy-out options were $670 during the first quarter and first half of fiscal year 2017.  Woodward made no further pension benefit payments under the lump-sum buy-out options.

The components of the net periodic retirement pension costs recognized are as follows:

	Three-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	411	$	418	$	165	$	187	$	576	$	605
Interest cost		1,501		1,439		344		296		1,845		1,735
Expected return on plan assets		(2,903)		(2,633)		(717)		(638)		(3,620)		(3,271)
Amortization of:
Net actuarial loss		149		463		75		126		224		589
Prior service cost		178		96		-		-		178		96
Net periodic retirement pension benefit	$	(664)	$	(217)	$	(133)	$	(29)	$	(797)	$	(246)
Contributions paid	$	-	$	-	$	119	$	101	$	119	$	101
	Six-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	822	$	837	$	323	$	379	$	1,145	$	1,216
Interest cost		3,002		2,878		673		592		3,675		3,470
Expected return on plan assets		(5,807)		(5,265)		(1,403)		(1,279)		(7,210)		(6,544)
Amortization of:
Net actuarial loss		299		927		147		253		446		1,180
Prior service cost		355		192		-		-		355		192
Net periodic retirement pension benefit	$	(1,329)	$	(431)	$	(260)	$	(55)	$	(1,589)	$	(486)
Contributions paid	$	-	$	-	$	431	$	466	$	431	$	466

The components of the net periodic other postretirement benefit costs recognized are as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Service cost	$	2	$	3	$	4	$	7
Interest cost		291		311		583		622
Amortization of:
Net actuarial loss		24		51		48		101
Prior service benefit		(39)		(39)		(79)		(79)
Curtailment gain		-		-		(330)		-
Net periodic other postretirement cost	$	278	$	326	$	226	$	651
Contributions paid	$	1,009	$	804	$	1,235	$	1,419

The amount of cash contributions made to these plans in any year is dependent upon a number of 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 2018 may differ from the current estimate.  Woodward estimates its remaining cash contributions in fiscal year 2018 will be as follows:

Retirement pension benefits:
United States	$	-
United Kingdom		219
Japan		-
Other postretirement benefits		2,636

Multiemployer defined benefit plans

Woodward operates multiemployer defined benefit plans for certain employees in both the Netherlands and Japan.  The amounts of contributions associated with the multiemployer plans were as follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company contributions	$	87	$	79	$	167	$	147

XML

Stockholders' Equity

6 Months Ended

Mar. 31, 2018

Stockholders' Equity and Stock-Based Compensation [Abstract]

Stockholders' Equity

Note 19.  Stockholders’ equity

Stock repurchase program

In the first quarter of fiscal year 2017, Woodward’s board of directors terminated the Company’s prior stock repurchase program and replaced it with a new program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in November 2019 (the “2017Authorization”).  In the first half of fiscal year 2017, Woodward purchased, under the 2017 Authorization, 886 shares of its common stock for $61,229, of which 350 shares were purchased pursuant to a 10b5-1 plan and 536 shares were purchased pursuant to a 10b-18 plan.  Woodward repurchased no common stock under a stock repurchase program in the first half of fiscal year 2018.

Stock-based compensation

Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan (the “2017 Plan”), the 2006 Omnibus Incentive Plan (the “2006 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”).  The 2002 Plan provided that no further grants would be made after December 31, 2006.  No further grants will be made under the 2006 Plan, which expired in fiscal year 2016. 

Woodward has reserved a total of 2,000 shares of Woodward’s common stock for issuance under the 2017 Plan, which was approved by Woodward’s stockholders in January 2017 and is a successor plan to the 2006 Plan. 

Stock options

To date, equity awards under the 2017 Plan have consisted of grants of stock options to Woodward’s employees and directors.  Woodward believes that these stock options align the interests of its employees and directors with the interests of its stockholders.  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 a four-year vesting schedule at a rate of 25% per year.

The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model using the assumptions in the following table.  Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants.  Expected volatility is based on historical volatility using daily stock price observations.  The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock.  The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.

	Three-Months Ended								Six-Months Ended
	March 31,								March 31,
	2018				2017				2018				2017
Weighted-average exercise price per share	$	72.01			$	62.64			$	78.91			$	62.64
Weighted-average grant date market value of Woodward stock	$	72.01			$	69.45			$	78.91			$	69.45
Expected term (years)		6.4				6.0	-	8.7		6.4	-	8.7		6.0	-	8.7
Estimated volatility		29.1%				31.5%	-	33.7%		29.1%	-	32.7%		31.5%	-	33.7%
Estimated dividend yield		0.8%				0.7%				0.6%	-	0.8%		0.7%
Risk-free interest rate		2.7%	-	2.8%		2.2%	-	2.5%		2.1%	-	2.8%		2.2%	-	2.5%

The following is a summary of the activity for stock option awards during the three and six-months ended March 31, 2018:

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Exercise Price per Share		Number of options		Weighted-Average Exercise Price per Share
Options, beginning balance		5,937	$	44.48		5,236	$	39.58
Options granted		6		72.01		750		78.91
Options exercised		(63)		34.54		(97)		36.84
Options forfeited		-		-		(9)		55.61
Options, ending balance		5,880		44.62		5,880		44.62

Changes in non-vested stock options during the three and six-months ended March 31, 2018 were as follows:

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Grant Date Fair Value per Share		Number of options		Weighted-Average Grant Date Fair Value Per Share
Options outstanding, beginning balance		2,020	$	21.63		2,072	$	18.61
Options granted		6		22.82		750		25.66
Options vested		(4)		23.10		(791)		17.57
Options forfeited		-		-		(9)		19.82
Options outstanding, ending balance		2,022		21.63		2,022		21.63

Information about stock options that have vested, or are expected to vest, and are exercisable at March 31, 2018 was as follows:

	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		5,880	$	44.62		5.9	$	155,908
Options vested and exercisable		3,858		35.68		4.6		132,401
Options vested and expected to vest		5,782		44.25		5.9		155,118

Stock-based compensation expense

Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period.  Pursuant to form stock option agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility.  As such, the recognition of stock-based compensation expense associated with some stock option grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant.

Upon approving the 2017 Plan, Woodward’s board of directors delegated authority to administer the 2017 Plan to the compensation committee of the board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards.The compensation committee approved issuance of options in the first quarter of fiscal year 2017 under the 2017 Plan, with an award date of October 3, 2016 conditional upon and subject to approval of the 2017 Plan by the stockholders.  The stock options conditionally awarded under the 2017 Plan were not granted or outstanding for accounting purposes prior to stockholder approval of the 2017 Plan, and as such no stock-based compensation expense related to such awards was recognized on these stock options, during the three-months ended December 31, 2016, but rather the expense was recognized in the three-months ended March 31, 2017.Options granted in the three-months ended December 31, 2017 were not conditionally granted and, therefore, stock-based compensation expense related to those awards was recognized during the three-months ended December 31, 2017.  Total stock-based compensation expense was $2,011 for the three-months and $14,434 for the six-months ended March 31, 2018, and $12,502 for the three-months and $13,763 for the six-months ended March 31, 2017.

At March 31, 2018, there was approximately $12,695 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements.  The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0% for members of Woodward’s board of directors and 9% for all others.  The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2.2 years.

XML

Commitments and Contingencies

6 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure

Commitments and Contingencies

Note 20.  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.

In the event of a change in control of Woodward, as defined in change-in-control agreements with its current corporate officers, Woodward may be required to pay termination benefits to any such officer if such officer’s employment is terminated within two years following the change of control.

XML

Segment Information

6 Months Ended

Mar. 31, 2018

Segment Information

Segment Information

Note 21.  Segment information

Woodward serves the aerospace and industrial markets through its two reportable segments - Aerospace and Industrial.  When appropriate, Woodward’s reportable segments are aggregations of Woodward’s operating segments.  Woodward uses operating segment information internally to manage its business, including the assessment of operating segment performance and decisions for the allocation of resources between operating segments.

The accounting policies of the reportable segments are the same as those of the Company.  Woodward evaluates segment profit or loss based on internal performance measures for each segment in a given period.  In connection with that assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense, certain gains and losses from asset dispositions, or other non-recurring and/or non-operationally related expenses. 

A summary of consolidated net sales and earnings by segment follows:

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Segment external net sales:
Aerospace	$	386,343	$	320,526	$	692,248	$	587,206
Industrial		161,906		179,855		326,149		356,069
Total consolidated net sales	$	548,249	$	500,381	$	1,018,397	$	943,275
Segment earnings:
Aerospace	$	72,969	$	58,227	$	116,522	$	105,104
Industrial		10,237		17,089		29,581		35,087
Nonsegment expenses(1)		(28,343)		(18,764)		(47,366)		(30,145)
Interest expense, net		(6,216)		(6,316)		(12,603)		(12,751)
Consolidated earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295

(1) Nonsegment expenses for the three and six-months ended March 31, 2018 includes restructuring charges of $17,013.  See Note 14, Accrued liabilities for further details.

Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other intangibles, net.  A summary of consolidated total assets by segment follows:

	March 31, 2018		September 30, 2017
Segment assets:
Aerospace	$	1,723,472	$	1,722,789
Industrial		686,329		695,264
Unallocated corporate property, plant and equipment, net		121,216		104,755
Other unallocated assets		254,734		234,301
Consolidated total assets	$	2,785,751	$	2,757,109

XML

Subsequent Events

6 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 22.  Subsequent events

On April 9, 2018, the Company announced that it had signed an agreement to acquire L’Orange GmbH and its related operations located in Germany, the United States and China (“L’Orange”), for total consideration (including cash payments and the assumption of debt and other specified financial obligations) of €700,000 (the “L’Orange Acquisition”).  L’Orange is part of Rolls-Royce, specifically its Rolls-Royce Power Systems business. The Company expects to finance the L’Orange Acquisitionwith borrowings from its revolving credit facility, or debt proceeds from a private placement, or a combination of both.  Transaction costs of $1,136 for the three and six-months ending March 31, 2018 are included in selling, general andadministrative expenses.

L’Orange is a supplier of fuel injection systems for industrial diesel, heavy fuel oil and dual-fuel engines.  L’Orange supplies fuel injection technology for engines that power a wide range of industrial applications including marine power and propulsion systems, special-application vehicles, locomotives, oil and gas processing, and power generation. L’Orange serves some of the world’s best known specialist diesel engine manufacturers, including Rolls-Royce Power Systems’ subsidiaries, MTU Friedrichshafen (“MTU”) and Bergen Engines (“Bergen”), and other low to high speed engine builders.  L’Orange, which will be renamed Woodward L’Orange, will be integrated into the Company’s Industrial segment.  L’Orange will remain an important partner and supplier for MTU and Bergen in the future through long-term supply agreements, with an initial term of 15 years.

Pending regulatory approval, the L’Orange Acquisition is expected to close in the third quarter of fiscal year 2018.  Accordingly, the initial accounting for the business combination, including pro forma revenues and earnings of the combined entity, is expected to be included in the Company’s Form 10-Q for the third fiscal quarter ending June 30, 2018.

On April 18, 2018,  the Company entered into an at-the-money-forward option (the “Forward Option”) at a cost of $5,543 whereby, on May 30, 2018, the Company has the ability to exercise its option to purchase €490,000 on June 1, 2018 using U.S. dollars at a fixed exchange rate of 1.2432.  If the spot rate is below 1.2432 on May 30, 2018, the Company will choose not to exercise the option and any loss on the Forward Option will be limited to $5,543, which is the cost of the instrument.  If the spot rate is above 1.2432 on May 30, 2018, the Company will choose to exercise the option and the gain on the Forward Option will be offset by the cost of the instrument andwill be reflected in the Company’sCondensed Consolidated Statement of Earnings in the third fiscal quarter ending June 30, 2018.  The Company is not committed to purchase Euros if the spot rate is below 1.2432 on May 30, 2018.The Company entered into the Forward Option to manage its exposure to fluctuations in the Euro prior to the anticipated close of the L’Orange Acquisition.  The Company did not enter into the Forward Option for trading or speculative purposes.

XML

Earnings Per Share (Tables)

6 Months Ended

Mar. 31, 2018

Earnings Per Share

Reconciliation of Net Earnings to Net Earnings Per Share Basic and Diluted

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Numerator:
Net earnings	$	38,489	$	38,105	$	56,749	$	84,653
Denominator:
Basic shares outstanding		61,401		61,310		61,323		61,436
Dilutive effect of stock options and restricted stock		2,349		2,189		2,407		2,157
Diluted shares outstanding		63,750		63,499		63,730		63,593
Income per common share:
Basic earnings per share	$	0.63	$	0.62	$	0.93	$	1.38
Diluted earnings per share	$	0.60	$	0.60	$	0.89	$	1.33

Anti-dilutive Stock Options Excluded from Computation of Earnings Per Share

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Options		764		67		759		2
Weighted-average option price	$	78.73	$	62.98	$	78.74	$	70.39

Schedule of Treasury Stock Shares Held for Deferred Compensation Included in Basic and Diluted Shares Outstanding

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Weighted-average treasury stock shares held for deferred compensation obligations		200		185		195		175

XML

Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Mar. 31, 2018

Financial Instruments and Fair Value Measurments

Financial Assets that are Measured at Fair Value on a Recurring Basis

	At March 31, 2018								At September 30, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial assets:
Cash	$	98,646	$	-	$	-	$	98,646	$	79,822	$	-	$	-	$	79,822
Investments in reverse repurchase agreements		557		-		-		557		1		-		-		1
Investments in term deposits with foreign banks		944		-		-		944		7,729		-		-		7,729
Equity securities		19,050		-		-		19,050		16,600		-		-		16,600
Total financial assets	$	119,197	$	-	$	-	$	119,197	$	104,152	$	-	$	-	$	104,152

Estimated Fair Values of Financial Instruments

		At March 31, 2018				At September 30, 2017
	Fair Value Hierarchy Level	Estimated Fair Value		Carrying Cost		Estimated Fair Value		Carrying Cost
Assets:
Notes receivable from municipalities	2	$	14,506	$	14,346	$	15,848	$	14,507
Investments in short-term time deposits	2		-		-		8,227		8,223
Liabilities:
Long-term debt	2	$	(588,701)	$	(590,115)	$	(592,317)	$	(582,080)

XML

Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities

Impact of Derivative Instruments on Earnings

	Three-Months Ended March 31,				Six-Months Ended March 31,
	2018		2017		2018		2017
Amount of income recognized  in earnings on derivative	$	(18)	$	(18)	$	(36)	$	(36)
Amount of (gain) loss recognized  in accumulated OCI on derivative		-		-		-		-
Amount of gain reclassified  from accumulated OCI into earnings		(18)		(18)		(36)		(36)

XML

Supplemental Statements of Cash Flows Information (Tables)

6 Months Ended

Mar. 31, 2018

Supplemental Statements of Cash Flows Information

Schedule of Cash Flow Supplemental Disclosures

	Six-Months Ended March 31,
	2018		2017
Interest paid, net of amounts capitalized	$	14,032	$	13,999
Income taxes paid		28,592		9,160
Income tax refunds received		1,841		90
Non-cash activities:
Purchases of property, plant and equipment on account		9,051		7,621
Common shares issued from treasury to settle employee liabilities		-		1,767
Common shares issued from treasury to settle benefit obligations (Note 18)		14,741		14,014
Cashless exercise of stock options		-		1,473

XML

Accounts Receivable (Tables)

6 Months Ended

Mar. 31, 2018

Accounts Receivable Disclosure

Schedule of Accounts Receivable

	March 31,		September 30,
	2018		2017
Accounts receivable from:
Customers	$	326,057	$	367,715
Other (Chinese financial institutions)		42,969		38,243
Allowance for uncollectible customer amounts		(3,675)		(3,776)
	$	365,351	$	402,182

XML

Inventories (Tables)

6 Months Ended

Mar. 31, 2018

Inventories

Schedule of Inventories

	March 31,		September 30,
	2018		2017
Raw materials	$	59,171	$	59,034
Work in progress		111,775		103,790
Component parts (1)		283,489		262,755
Finished goods		54,536		47,926
	$	508,971	$	473,505

XML

Property, Plant, and Equipment, Net (Tables)

6 Months Ended

Mar. 31, 2018

Property, Plant, and Equipment, Net

Schedule of Property Plant and Equipment, Net

	March 31,		September 30,
	2018		2017
Land and land improvements	$	88,595	$	88,326
Buildings and building improvements		516,687		514,453
Leasehold improvements		18,303		16,142
Machinery and production equipment		575,695		543,641
Computer equipment and software		122,663		124,723
Office furniture and equipment		24,661		24,308
Other		19,397		19,393
Construction in progress		115,551		111,910
		1,481,552		1,442,896
Less accumulated depreciation		(538,119)		(520,853)
Property, plant, and equipment, net	$	943,433	$	922,043

Schedule of Depreciation Expense

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Depreciation expense	$	15,754	$	13,663	$	30,581	$	26,118

Schedule of Capitalized Interest

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Capitalized interest	$	633	$	481	$	1,234	$	953

XML

Goodwill (Tables)

6 Months Ended

Mar. 31, 2018

Goodwill Disclosure

Schedule of Goodwill

	September 30, 2017		Effects of Foreign Currency Translation		March 31, 2018
Aerospace	$	455,423	$	-	$	455,423
Industrial		101,122		1,436		102,558
Consolidated	$	556,545	$	1,436	$	557,981

XML

Intangible Assets, Net (Tables)

6 Months Ended

Mar. 31, 2018

Intangible Assets, Net

Schedule of Finite-Lived Intangible Assets by Major Class

	March 31, 2018						September 30, 2017
	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Customer relationships and contracts:
Aerospace	$	281,683	$	(158,666)	$	123,017	$	282,225	$	(151,155)	$	131,070
Industrial		41,185		(35,064)		6,121		40,962		(34,407)		6,555
Total	$	322,868	$	(193,730)	$	129,138	$	323,187	$	(185,562)	$	137,625
Intellectual property:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		19,723		(18,657)		1,066		19,422		(18,196)		1,226
Total	$	19,723	$	(18,657)	$	1,066	$	19,422	$	(18,196)	$	1,226
Process technology:
Aerospace	$	76,372	$	(51,881)	$	24,491	$	76,605	$	(49,124)	$	27,481
Industrial		23,062		(18,635)		4,427		22,950		(17,756)		5,194
Total	$	99,434	$	(70,516)	$	28,918	$	99,555	$	(66,880)	$	32,675
Other intangibles:
Aerospace	$	-	$	-	$	-	$	-	$	-	$	-
Industrial		1,478		(1,152)		326		1,312		(956)		356
Total	$	1,478	$	(1,152)	$	326	$	1,312	$	(956)	$	356
Total intangibles:
Aerospace	$	358,055	$	(210,547)	$	147,508	$	358,830	$	(200,279)	$	158,551
Industrial		85,448		(73,508)		11,940		84,646		(71,315)		13,331
Consolidated Total	$	443,503	$	(284,055)	$	159,448	$	443,476	$	(271,594)	$	171,882

Schedule of Finite-Lived Intangible Assets Amortization Expense

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Amortization expense	$	6,258	$	6,431	$	12,501	$	12,889

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Year Ending September 30:
2018 (remaining)	$	12,513
2019		23,165
2020		20,407
2021		18,405
2022		16,253
Thereafter		68,705
	$	159,448

XML

Credit Facilities, Short-term Borrowings and Long-term Debt (Tables)

6 Months Ended

Mar. 31, 2018

Debt Disclosure

Schedule of Long-term Debt

	March 31,		September 30,
	2018		2017
Series D notes – 6.39%, due October 2018; unsecured	$	100,000	$	100,000
Series F notes – 8.24%, due April 2019; unsecured		43,000		43,000
Series G notes – 3.42%, due November 2020; unsecured		50,000		50,000
Series H notes – 4.03%, due November 2023; unsecured		25,000		25,000
Series I notes – 4.18%, due November 2025; unsecured		25,000		25,000
Series J notes – Floating rate (LIBOR plus 1.25%), due November 2020; unsecured		50,000		50,000
Series K notes – 4.03%, due November 2023; unsecured		50,000		50,000
Series L notes – 4.18%, due November 2025; unsecured		50,000		50,000
Series M notes – 1.12% due September 2026; unsecured		49,279		47,270
Series N notes – 1.31% due September 2028; unsecured		94,861		90,995
Series O notes – 1.57% due September 2031; unsecured		52,975		50,815
Unamortized debt issuance costs		(1,654)		(1,794)
Total long-term debt		588,461		580,286
Less: Current portion of long-term debt		-		-
Long-term debt, less current portion	$	588,461	$	580,286

XML

Accrued Liabilities (Tables)

6 Months Ended

Mar. 31, 2018

Accrued Liabilities [Line Items]

Accrued Liabilities

	March 31,		September 30,
	2018		2017
Salaries and other member benefits	$	27,986	$	91,285
Warranties		13,283		13,597
Interest payable		9,697		9,626
Current portion of acquired performance obligations and unfavorable contracts (1)		1,627		1,627
Accrued retirement benefits		2,379		2,413
Current portion of loss reserve on contractual lease commitments		1,245		1,343
Current portion of deferred income from JV formation (Note 4)		6,427		6,451
Deferred revenues		3,372		4,625
Restructuring charges		17,013		-
Taxes, other than income		17,890		14,401
Other		10,523		9,704
	$	111,442	$	155,072

(1) In connection with Woodward’s acquisition of GE Aviation Systems LLC’s (the “Seller”) thrust reverser actuation systems business located in Duarte, California (the “Duarte Acquisition”) in fiscal year 2013, Woodward assumed current and long-term performance obligations for contractual commitments that are expected to result in future economic losses.  In addition, Woodward assumed current and long-term performance obligations for services to be provided to the Seller and others, partially offset by current and long-term assets related to contractual payments due from the Seller.  The current portion of both obligations is included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

Warranties

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Warranties, beginning of period	$	13,017	$	15,528	$	13,597	$	15,993
Expense, net of recoveries		2,334		2,139		304		4,062
Reductions for settling warranties		(2,209)		(2,750)		(832)		(4,782)
Foreign currency exchange rate changes		141		124		214		(232)
Warranties, end of period	$	13,283	$	15,041	$	13,283	$	15,041

Loss Reserve On Contractual Lease Commitments [Member]

Accrued Liabilities [Line Items]

Loss Reserve Activity

	Three-Months Ended March 31,				Six-Months Ended March 31,
		2018		2017		2018		2017
Loss reserve on contractual lease commitments, beginning of period	$	4,717	$	8,840	$	5,270	$	9,242
Payments, net of sublease income		(239)		(445)		(792)		(847)
Loss reserve on contractual lease commitments, end of period	$	4,478	$	8,395	$	4,478	$	8,395

XML

Other Liabilities (Tables)

6 Months Ended

Mar. 31, 2018

Other Liabilities

Schedule of Other Liabilities

	March 31,		September 30,
	2018		2017
Net accrued retirement benefits, less amounts recognized within accrued liabilities	$	53,234	$	52,211
Noncurrent portion of deferred income from JV formation (1)		239,275		236,896
Total unrecognized tax benefits		20,684		20,949
Noncurrent income taxes payable (2)		23,920		-
Acquired unfavorable contracts (3)		1,149		2,076
Deferred economic incentives (4)		13,801		14,574
Loss reserve on contractual lease commitments (5)		3,233		3,927
Other		10,850		14,165
	$	366,146	$	344,798

XML

Other (Income) Expense, Net (Tables)

6 Months Ended

Mar. 31, 2018

Other (Income) Expense, Net

Schedule of Other (Income) Expense, Net

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Equity interest in the earnings of the JV (Note 4)	$	(1,006)	$	(382)	$	(1,602)	$	(1,066)
Net (gain) loss on sales of assets		(396)		37		(454)		(3,662)
Rent income		(17)		(70)		(71)		(143)
Net gain on investments in deferred compensation program		(46)		(705)		(700)		(729)
Other		(148)		(195)		(358)		(303)
	$	(1,613)	$	(1,315)	$	(3,185)	$	(5,903)

XML

Income Taxes (Tables)

6 Months Ended

Mar. 31, 2018

Income Taxes

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Six-Months Ended
	March 31, 2018
Transition tax (provisional)	$	26,000
Net impact on U.S. deferred tax assets and liabilities (provisional)		(16,260)
Net changes in deferred tax liability associated with anticipated repatriation taxes (provisional)		5,038
Net discrete impacts of the enactment of the Tax Act	$	14,778

Tax Expense and Effective Tax Rate

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295
Income tax expense		10,158		12,131		29,385		12,642
Effective tax rate		20.9%		24.1%		34.1%		13.0%

XML

Retirement Benefits (Tables)

6 Months Ended

Mar. 31, 2018

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Estimated Remaining Cash Contributions

Retirement pension benefits:
United States	$	-
United Kingdom		219
Japan		-
Other postretirement benefits		2,636

Defined Benefit Pension Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Periodic Benefit Costs

	Three-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	411	$	418	$	165	$	187	$	576	$	605
Interest cost		1,501		1,439		344		296		1,845		1,735
Expected return on plan assets		(2,903)		(2,633)		(717)		(638)		(3,620)		(3,271)
Amortization of:
Net actuarial loss		149		463		75		126		224		589
Prior service cost		178		96		-		-		178		96
Net periodic retirement pension benefit	$	(664)	$	(217)	$	(133)	$	(29)	$	(797)	$	(246)
Contributions paid	$	-	$	-	$	119	$	101	$	119	$	101
	Six-Months Ended March 31,
	United States				Other Countries				Total
	2018		2017		2018		2017		2018		2017
Service cost	$	822	$	837	$	323	$	379	$	1,145	$	1,216
Interest cost		3,002		2,878		673		592		3,675		3,470
Expected return on plan assets		(5,807)		(5,265)		(1,403)		(1,279)		(7,210)		(6,544)
Amortization of:
Net actuarial loss		299		927		147		253		446		1,180
Prior service cost		355		192		-		-		355		192
Net periodic retirement pension benefit	$	(1,329)	$	(431)	$	(260)	$	(55)	$	(1,589)	$	(486)
Contributions paid	$	-	$	-	$	431	$	466	$	431	$	466

Defined Contribution Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Costs of Retirement Plans

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company costs	$	8,716	$	8,502	$	16,595	$	15,751

Other Postretirement Benefit Plans [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Periodic Benefit Costs

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Service cost	$	2	$	3	$	4	$	7
Interest cost		291		311		583		622
Amortization of:
Net actuarial loss		24		51		48		101
Prior service benefit		(39)		(39)		(79)		(79)
Curtailment gain		-		-		(330)		-
Net periodic other postretirement cost	$	278	$	326	$	226	$	651
Contributions paid	$	1,009	$	804	$	1,235	$	1,419

Multiemployer Plans, Pension [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Costs of Retirement Plans

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Company contributions	$	87	$	79	$	167	$	147

XML

Stock-Based Compensation (Tables)

6 Months Ended

Mar. 31, 2018

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three-Months Ended								Six-Months Ended
	March 31,								March 31,
	2018				2017				2018				2017
Weighted-average exercise price per share	$	72.01			$	62.64			$	78.91			$	62.64
Weighted-average grant date market value of Woodward stock	$	72.01			$	69.45			$	78.91			$	69.45
Expected term (years)		6.4				6.0	-	8.7		6.4	-	8.7		6.0	-	8.7
Estimated volatility		29.1%				31.5%	-	33.7%		29.1%	-	32.7%		31.5%	-	33.7%
Estimated dividend yield		0.8%				0.7%				0.6%	-	0.8%		0.7%
Risk-free interest rate		2.7%	-	2.8%		2.2%	-	2.5%		2.1%	-	2.8%		2.2%	-	2.5%

Activity for Stock Option Awards

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Exercise Price per Share		Number of options		Weighted-Average Exercise Price per Share
Options, beginning balance		5,937	$	44.48		5,236	$	39.58
Options granted		6		72.01		750		78.91
Options exercised		(63)		34.54		(97)		36.84
Options forfeited		-		-		(9)		55.61
Options, ending balance		5,880		44.62		5,880		44.62

Stock Options Vested, Or Expected to Vest and Are Exercisable

	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		5,880	$	44.62		5.9	$	155,908
Options vested and exercisable		3,858		35.68		4.6		132,401
Options vested and expected to vest		5,782		44.25		5.9		155,118

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Changes in Nonvested Stock Options

	Three-Months Ended				Six-Months Ended
	March 31, 2018				March 31, 2018
	Number of options		Weighted-Average Grant Date Fair Value per Share		Number of options		Weighted-Average Grant Date Fair Value Per Share
Options outstanding, beginning balance		2,020	$	21.63		2,072	$	18.61
Options granted		6		22.82		750		25.66
Options vested		(4)		23.10		(791)		17.57
Options forfeited		-		-		(9)		19.82
Options outstanding, ending balance		2,022		21.63		2,022		21.63

XML

Segment Information (Tables)

6 Months Ended

Mar. 31, 2018

Segment Information

Consolidated Net Sales and Earnings by Segment

	Three-Months Ended				Six-Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
Segment external net sales:
Aerospace	$	386,343	$	320,526	$	692,248	$	587,206
Industrial		161,906		179,855		326,149		356,069
Total consolidated net sales	$	548,249	$	500,381	$	1,018,397	$	943,275
Segment earnings:
Aerospace	$	72,969	$	58,227	$	116,522	$	105,104
Industrial		10,237		17,089		29,581		35,087
Nonsegment expenses(1)		(28,343)		(18,764)		(47,366)		(30,145)
Interest expense, net		(6,216)		(6,316)		(12,603)		(12,751)
Consolidated earnings before income taxes	$	48,647	$	50,236	$	86,134	$	97,295

Consolidated Total Assets by Segment

	March 31, 2018		September 30, 2017
Segment assets:
Aerospace	$	1,723,472	$	1,722,789
Industrial		686,329		695,264
Unallocated corporate property, plant and equipment, net		121,216		104,755
Other unallocated assets		254,734		234,301
Consolidated total assets	$	2,785,751	$	2,757,109

XML

Recent Accounting Pronouncements (Narrative) (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2017 USD ($)
Recent Accounting Pronouncements
Rent expense for all operating leases	$ 8,302
Future minimum rental payments required under operating leases	$ 23,215

XML

Earnings Per Share (Reconciliation of Net Earnings to Net Earnings Per Share Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share
Net earnings	$ 38,489	$ 38,105	$ 56,749	$ 84,653
Basic shares outstanding	61,401	61,310	61,323	61,436
Dilutive effect of stock options and restricted stock	2,349	2,189	2,407	2,157
Diluted shares outstanding	63,750	63,499	63,730	63,593
Basic earnings per share	$ 0.63	$ 0.62	$ 0.93	$ 1.38
Diluted earnings per share	$ 0.60	$ 0.60	$ 0.89	$ 1.33

XML

Earnings Per Share (Anti-dilutive Stock Options Excluded from Computation of Earnings Per Share) (Details) - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share
Options	764	67	759	2
Weighted-average option price	$ 78.73	$ 62.98	$ 78.74	$ 70.39

XML

Earnings Per Share (Schedule of Treasury Stock Shares Held for Deferred Compensation Included in Basic and Diluted Shares Outstanding) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share
Weighted-average treasury stock shares held for deferred compensation obligations	200	185	195	175

XML

Joint Ventures (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2017	Jan. 04, 2016
Schedule of Equity Method Investments [Line Items]
Current portion of deferred income recorded in connection with joint venture	$ 6,427		$ 6,427			$ 6,451
Noncurrent portion of deferred income recorded in connection with joint venture	239,275		239,275			236,896
Equity interest in earnings (losses) of joint venture	$ 1,006	$ 382	$ 1,602	$ 1,066
Woodward and General Electric Joint Venture [Member]
Schedule of Equity Method Investments [Line Items]
Agreement to Form Joint Venture, Execution Date					Jan. 04, 2016
Equity Method Investment, Ownership Percentage	50.00%		50.00%
Cash received from formation of joint venture					$ 250,000
Cash received annually from formation of joint venture	$ 4,894
Amount of deferred income recorded in connection with joint venture							$ 250,000
Current portion of deferred income recorded in connection with joint venture	6,427		$ 6,427			6,451
Noncurrent portion of deferred income recorded in connection with joint venture	239,275		239,275			236,896
Equity interest in earnings (losses) of joint venture	1,006	382	1,602	1,066
Cash distributions from joint venture			0	2,500
Net investment in joint venture	7,874		7,874			6,272
Accounts receivable from related party	9,755		9,755			8,554
Accounts payable to related party	6,420		6,420			$ 6,741
Woodward and General Electric Joint Venture [Member] | Sales [Member]
Schedule of Equity Method Investments [Line Items]
Amortization of deferred income recognized as an increase to sales	1,486	1,632	2,539	3,128
Sales to related party	17,077	18,415	30,052	33,717
Reduction to sales related to royalties paid to joint venture	6,922	$ 5,674	$ 12,330	$ 11,077
Woodward and General Electric Joint Venture [Member] | Scenario, Forecast [Member]
Schedule of Equity Method Investments [Line Items]
Cash received annually from formation of joint venture	$ 4,894

XML

Financial Instruments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Mar. 31, 2018	Sep. 30, 2017
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Financial liability on recurring basis	$ 0
Investments in Short-Term Time Deposits [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Interest rate used to estimate fair value		5.30%
Long Term Notes Receivable From Municipalities [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Interest rate used to estimate fair value	2.80%	2.60%
Long-Term Debt [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Interest rate used to estimate fair value	2.80%	2.40%

XML

Financial Instruments and Fair Value Measurements (Financial Assets that are Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 119,197	$ 104,152
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	119,197	104,152
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	0	0
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	98,646	79,822
Cash [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	98,646	79,822
Cash [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Cash [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Investments in Reverse Repurchase Agreements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	557	1
Investments in Reverse Repurchase Agreements [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	557	1
Investments in Reverse Repurchase Agreements [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Investments in Reverse Repurchase Agreements [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Investments in Term Deposits with Foreign Banks [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	944	7,729
Investments in Term Deposits with Foreign Banks [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	944	7,729
Investments in Term Deposits with Foreign Banks [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Investments in Term Deposits with Foreign Banks [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Equity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	19,050	16,600
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	19,050	16,600
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	$ 0	$ 0

XML

Financial Instruments and Fair Value Measurements (Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable from municipalities, Carrying Cost	$ 14,346	$ 14,507
Investments in short-term time deposits, Carrying Cost	0	8,223
Long-term debt, excluding current portion, Carrying Cost	(590,115)	(582,080)
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable from municipalities, Estimated Fair Value	14,506	15,848
Investments in short-term time deposits, Estimated Fair Value	0	8,227
Long-term debt, excluding current portion, Estimated Fair Value	$ (588,701)	$ (592,317)

XML

Derivative Instruments and Hedging Activities (Narrative) (Details) € in Thousands, ¥ in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Mar. 31, 2018 EUR (€)	Sep. 30, 2017 CNY (¥)	Sep. 30, 2017 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Accumulated OCI on Derivative	$ 0	$ 0	$ 0	$ 0
Net unrecognized gains on terminated derivative instruments expected to be reclassified to earnings	$ 72
Term of gain or loss recognition in interest expense on terminated derivatives recorded in OCI	12 months
Face Amount | €					€ 160,000
EUR Denominated Loan [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency transaction designated as a hedge of a net investment in a foreign subsidiary	$ (1,268)	(664)	(2,011)	$ 2,150
Intercompany Loan [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign currency transaction designated as a hedge of a net investment in a foreign subsidiary		$ 281	735
Value of Net Investment Hedging Instruments Used | ¥						¥ 160,000
Total Accumulated Other Comprehensive (Loss) Earnings [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrecognized gains (loss)	$ 182		$ 182				$ 218
Series D Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date			Oct. 01, 2008
Series F Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date			Apr. 01, 2009
2013 Note Purchase Agreement [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date	Oct. 01, 2013
Face Amount	$ 250,000		$ 250,000
First Closing Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date			Oct. 01, 2013
Second Closing Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date			Nov. 15, 2013
2016 Note Purchase Agreements [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Issuance Date	Sep. 23, 2016		Sep. 23, 2016
Face Amount | €					160,000
Series M Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Face Amount | €					40,000
Series N Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Face Amount | €					77,000
Series O Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Face Amount | €					€ 43,000

XML

Derivative Instruments and Hedging Activities (Impact of Derivative Instruments on Earnings) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Derivative Instruments and Hedging Activities
Amount of (Income) Expense Recognized in Earnings on Derivative	$ (18)	$ (18)	$ (36)	$ (36)
Amount of (Gain) Loss Recognized in Accumulated OCI on Derivative	0	0	0	0
Amount of (Gain) Loss Reclassified from Accumulated OCI into Earnings	$ (18)	$ (18)	$ (36)	$ (36)

XML

Supplemental Statements of Cash Flows Information (Schedule of Cash Flow Supplemental Disclosures) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Supplemental Statements of Cash Flows Information
Interest paid, net of amounts capitalized	$ 14,032	$ 13,999
Income taxes paid	28,592	9,160
Income tax refunds received	1,841	90
Purchases of property, plant and equipment on account	9,051	7,621
Common shares issued from treasury stock to settle employee liabilities	0	1,767
Common shares issued from treasury stock for benefit plans	14,741	14,014
Cashless exercise of stock options	$ 0	$ 1,473

XML

Accounts Receivable (Schedule of Accounts Receivable) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for uncollectible customer amounts	$ (3,675)	$ (3,776)
Accounts receivable	365,351	402,182
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	326,057	367,715
Accounts Receivable from Chinese Financial Institution [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 42,969	$ 38,243

XML

Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Inventories
Raw Materials	$ 59,171	$ 59,034
Work in progress	111,775	103,790
Component Parts	283,489	262,755
Finished Goods	54,536	47,926
Inventory, net	$ 508,971	$ 473,505

XML

Property, Plant, and Equipment, Net (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017
Property, Plant and Equipment [Line Items]
Land, land improvements, and building improvements held for use	$ 7,604		$ 7,604		$ 0
Property, plant and equipment remaining	13,200		13,200
Depreciation expense	15,754	$ 13,663	30,581	$ 26,118
Second Campus Rockford Illinois [Member]
Property, Plant and Equipment [Line Items]
Construction in progress	40,792		40,792		49,347
Drake Campus Fort Collins Colorado Member
Property, Plant and Equipment [Line Items]
Construction in progress	29,644		29,644		15,584
Office furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Gross assets acquired on capital leases	1,653		1,653
Accumulated depreciation on capital lease assets	$ 948		$ 948		$ 739

XML

Property, Plant, and Equipment, Net (Property, Plant, and Equipment - Net) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,481,552		$ 1,481,552		$ 1,442,896
Less accumulated depreciation	(538,119)		(538,119)		(520,853)
Property, Plant and Equipment, Net, Total	943,433		943,433		922,043
Depreciation expense	15,754	$ 13,663	30,581	$ 26,118
Capitalized interest	633	$ 481	1,234	$ 953
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	88,595		88,595		88,326
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	516,687		516,687		514,453
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	18,303		18,303		16,142
Machinery and Equipment, Excluding Computer and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	575,695		575,695		543,641
Computer Equipment and Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	122,663		122,663		124,723
Office furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	24,661		24,661		24,308
Other Capitalized Property Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	19,397		19,397		19,393
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 115,551		$ 115,551		$ 111,910

XML

Goodwill (Goodwill) (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2018 USD ($)
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 556,545
Effects of Currency Translation	1,436
Goodwill, Ending Balance	557,981
Aerospace [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	455,423
Effects of Currency Translation	0
Goodwill, Ending Balance	455,423
Industrial [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	101,122
Effects of Currency Translation	1,436
Goodwill, Ending Balance	$ 102,558

XML

Intangible Assets, Net (Schedule of Finite-Lived Intangible Assets by Major Class) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 443,503		$ 443,503		$ 443,476
Accumulated Amortization	(284,055)		(284,055)		(271,594)
Net Carrying Amount	159,448		159,448		171,882
Amortization expense	6,258	$ 6,431	12,501	$ 12,889
Process Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	99,434		99,434		99,555
Accumulated Amortization	(70,516)		(70,516)		(66,880)
Net Carrying Amount	28,918		28,918		32,675
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	322,868		322,868		323,187
Accumulated Amortization	(193,730)		(193,730)		(185,562)
Net Carrying Amount	129,138		129,138		137,625
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	19,723		19,723		19,422
Accumulated Amortization	(18,657)		(18,657)		(18,196)
Net Carrying Amount	1,066		1,066		1,226
Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,478		1,478		1,312
Accumulated Amortization	(1,152)		(1,152)		(956)
Net Carrying Amount	326		326		356
Aerospace [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	358,055		358,055		358,830
Accumulated Amortization	(210,547)		(210,547)		(200,279)
Net Carrying Amount	147,508		147,508		158,551
Aerospace [Member] | Process Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	76,372		76,372		76,605
Accumulated Amortization	(51,881)		(51,881)		(49,124)
Net Carrying Amount	24,491		24,491		27,481
Aerospace [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	281,683		281,683		282,225
Accumulated Amortization	(158,666)		(158,666)		(151,155)
Net Carrying Amount	123,017		123,017		131,070
Aerospace [Member] | Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	0		0		0
Accumulated Amortization	0		0		0
Net Carrying Amount	0		0		0
Aerospace [Member] | Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	0		0		0
Accumulated Amortization	0		0		0
Net Carrying Amount	0		0		0
Industrial [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	85,448		85,448		84,646
Accumulated Amortization	(73,508)		(73,508)		(71,315)
Net Carrying Amount	11,940		11,940		13,331
Industrial [Member] | Process Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	23,062		23,062		22,950
Accumulated Amortization	(18,635)		(18,635)		(17,756)
Net Carrying Amount	4,427		4,427		5,194
Industrial [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	41,185		41,185		40,962
Accumulated Amortization	(35,064)		(35,064)		(34,407)
Net Carrying Amount	6,121		6,121		6,555
Industrial [Member] | Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	19,723		19,723		19,422
Accumulated Amortization	(18,657)		(18,657)		(18,196)
Net Carrying Amount	1,066		1,066		1,226
Industrial [Member] | Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,478		1,478		1,312
Accumulated Amortization	(1,152)		(1,152)		(956)
Net Carrying Amount	$ 326		$ 326		$ 356

XML

Intangible Assets, Net (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Intangible Assets, Net
Future Amortization Expense, Remainder of Fiscal Year	$ 12,513
2019	23,165
2020	20,407
2021	18,405
2022	16,253
Thereafter	68,705
Finite-Lived Intangible Assets, Net, Total	$ 159,448	$ 171,882

XML

Credit Facilities and Short-term Borrowings (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Sep. 30, 2017
Foreign Lines of Credit And Overdraft Facilities [Member]
Debt And Line Of Credit Facility [Line Items]
Outstanding borrowings	$ 0
Revolving Credit Agreement [Member]
Debt And Line Of Credit Facility [Line Items]
Maximum borrowing capacity	1,000,000,000
Option to increase maximum borrowings to this amount	$ 1,200,000,000
Line of Credit Facility, Expiration Date	Apr. 01, 2020
Variable Rate Basis	LIBOR
Credit facility effective interest rate on outstanding borrowing	3.28%	2.29%
Outstanding borrowings	$ 41,930,000	$ 32,600,000
Minimum [Member] | Revolving Credit Agreement [Member]
Debt And Line Of Credit Facility [Line Items]
Basis Spread On Variable Rate	0.85%
Maximum [Member] | Revolving Credit Agreement [Member]
Debt And Line Of Credit Facility [Line Items]
Basis Spread On Variable Rate	1.65%

XML

Long-term Debt (Narrative) (Details) € in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2018 EUR (€)	Sep. 30, 2017 USD ($)
Debt Instrument [Line Items]
Face Amount | €			€ 160,000
Balance of unamortized debt issuance costs	$ 1,654,000	$ 1,654,000		$ 1,794,000
The Notes [Member]
Debt Instrument [Line Items]
Balance of unamortized debt issuance costs	$ 1,654,000	1,654,000		1,794,000
2013 Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Issuance Date	Oct. 01, 2013
Face Amount	$ 250,000,000	$ 250,000,000
Series J Notes [Member]
Debt Instrument [Line Items]
Variable interest rate	3.12%	3.12%	3.12%
First Closing Notes [Member]
Debt Instrument [Line Items]
Issuance Date		Oct. 01, 2013
Second Closing Notes [Member]
Debt Instrument [Line Items]
Issuance Date		Nov. 15, 2013
Series D Notes [Member]
Debt Instrument [Line Items]
Issuance Date		Oct. 01, 2008
Series F Notes [Member]
Debt Instrument [Line Items]
Issuance Date		Apr. 01, 2009
2016 Note Purchase Agreements [Member]
Debt Instrument [Line Items]
Issuance Date	Sep. 23, 2016	Sep. 23, 2016
Face Amount | €			€ 160,000
Series M Notes [Member]
Debt Instrument [Line Items]
Face Amount | €			40,000
Series N Notes [Member]
Debt Instrument [Line Items]
Face Amount | €			77,000
Series O Notes [Member]
Debt Instrument [Line Items]
Face Amount | €			€ 43,000
Foreign Lines of Credit And Overdraft Facilities [Member]
Debt Instrument [Line Items]
Outstanding borrowings	$ 0	$ 0
Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
Variable Rate Basis	LIBOR
Line of Credit Facility, Expiration Date	Apr. 01, 2020
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000,000,000	1,000,000,000
Outstanding borrowings	$ 41,930,000	$ 41,930,000		$ 32,600,000
Credit facility effective interest rate on outstanding borrowing	3.28%	3.28%	3.28%	2.29%
Revolving Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis Spread On Variable Rate	0.85%
Revolving Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis Spread On Variable Rate	1.65%

XML

Long-term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2018	Mar. 31, 2018	Sep. 30, 2017
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (1,654)	$ (1,654)	$ (1,794)
Long-term debt, excluding current portion	588,461	588,461	580,286
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Long-term Debt	588,461	588,461	580,286
Current portion of long-term debt	0	0	0
Long-term debt, excluding current portion	$ 588,461	$ 588,461	$ 580,286
Series D Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	6.39%	6.39%	6.39%
Maturity date		Oct. 01, 2018	Oct. 01, 2018
Long-term Debt	$ 100,000	$ 100,000	$ 100,000
Series F Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	8.24%	8.24%	8.24%
Maturity date		Apr. 03, 2019	Apr. 03, 2019
Long-term Debt	$ 43,000	$ 43,000	$ 43,000
Series J Notes [Member]
Debt Instrument [Line Items]
Variable interest rate	3.12%	3.12%
Variable interest rate	3.12%	3.12%
Series J Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Basis Spread On Variable Rate		1.25%	1.25%
Maturity date		Nov. 15, 2020	Nov. 15, 2020
Long-term Debt	$ 50,000	$ 50,000	$ 50,000
Series G Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	3.42%	3.42%	3.42%
Maturity date		Nov. 15, 2020	Nov. 15, 2020
Long-term Debt	$ 50,000	$ 50,000	$ 50,000
Series H Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	4.03%	4.03%	4.03%
Maturity date		Nov. 15, 2023	Nov. 15, 2023
Long-term Debt	$ 25,000	$ 25,000	$ 25,000
Series I Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	4.18%	4.18%	4.18%
Maturity date		Nov. 15, 2025	Nov. 15, 2025
Long-term Debt	$ 25,000	$ 25,000	$ 25,000
Series K Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	4.03%	4.03%	4.03%
Maturity date		Nov. 15, 2023	Nov. 15, 2023
Long-term Debt	$ 50,000	$ 50,000	$ 50,000
Series L Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	4.18%	4.18%	4.18%
Maturity date		Nov. 15, 2025	Nov. 15, 2025
Long-term Debt	$ 50,000	$ 50,000	$ 50,000
Series M Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	1.12%	1.12%	1.12%
Maturity date		Sep. 23, 2026	Sep. 23, 2026
Long-term Debt	$ 49,279	$ 49,279	$ 47,270
Series N Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	1.31%	1.31%	1.31%
Maturity date		Sep. 23, 2028	Sep. 23, 2028
Long-term Debt	$ 94,861	$ 94,861	$ 90,995
Series O Notes [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest rate	1.57%	1.57%	1.57%
Maturity date		Sep. 23, 2031	Sep. 23, 2031
Long-term Debt	$ 52,975	$ 52,975	$ 50,815
Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
Variable Rate Basis	LIBOR
Revolving Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis Spread On Variable Rate	0.85%
Revolving Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis Spread On Variable Rate	1.65%

XML

Accrued Liabilities (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2018	Sep. 30, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 17,013	$ 0	$ 17,013	$ 0
Loss Reserve On Contractual Lease Commitments [Member]
Restructuring Cost and Reserve [Line Items]
Loss reserve, noncurrent portion	$ 3,233		3,233			$ 3,927
Duarte Relocation Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Restructuring Charges			12,504
Restructuring and Related Cost, Expected Cost Remaining					$ 12,000
Industrial Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Restructuring Charges			$ 4,509

XML

Accrued Liabilities (Accrued Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016
Accrued Liabilities [Line Items]
Salaries and other member benefits	$ 27,986		$ 91,285
Warranties	13,283	$ 13,017	13,597	$ 15,041	$ 15,528	$ 15,993
Interest payable	9,697		9,626
Current portion of acquired performance obligations and unfavorable contracts	1,627		1,627
Accrued retirement benefits	2,379		2,413
Restructuring Reserve, Current	17,013
Current portion of deferred income from JV formation (Note 4)	6,427		6,451
Deferred revenues	3,372		4,625
Taxes, other than income	17,890		14,401
Other	10,523		9,704
Accrued liabilities	111,442		155,072
Loss Reserve On Contractual Lease Commitments [Member]
Accrued Liabilities [Line Items]
Restructuring Reserve, Current	$ 1,245		$ 1,343

XML

Accrued Liabilities (Warranties) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Accrued Liabilities
Warranties, beginning of period	$ 13,017	$ 15,528	$ 13,597	$ 15,993
Warranty Expense, net of recoveries	2,334	2,139	304	4,062
Reductions for settling warranties	(2,209)	(2,750)	(832)	(4,782)
Foreign currency exchange rate changes	141	124	214	(232)
Warranties, end of period	$ 13,283	$ 15,041	$ 13,283	$ 15,041

XML

Accrued Liabilities (Loss Reserve Activity) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Sep. 30, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 17,013	$ 0	$ 17,013	$ 0
Loss Reserve On Contractual Lease Commitments [Member]
Restructuring Cost and Reserve [Line Items]
Loss reserve on contractual lease commitments, beginning of period	4,717	8,840	5,270	9,242
Payments, net of sublease income	(239)	(445)	(792)	(847)
Loss reserve on contractual lease commitments, end of period	4,478	$ 8,395	4,478	$ 8,395
Loss reserve, noncurrent portion	$ 3,233		$ 3,233		$ 3,927

XML

Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Other Liabilities [Line Items]
Net accrued retirement benefits, less amounts recognized within accrued liabilities	$ 53,234	$ 52,211
Noncurrent portion of deferred income from JV formation	239,275	236,896
Total unrecognized tax benefits, net of offsetting adjustments	20,684	20,949
Noncurrent income taxes payable	23,920	0
Acquired unfavorable contracts	1,149	2,076
Deferred economic incentives	13,801	14,574
Other	10,850	14,165
Other liabilities	366,146	344,798
Loss Reserve On Contractual Lease Commitments [Member]
Other Liabilities [Line Items]
Loss reserve	$ 3,233	$ 3,927

XML

Other (Income) Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Other (Income) Expense, Net
Equity interest in losses (earnings) of the JV (Note 4)	$ (1,006)	$ (382)	$ (1,602)	$ (1,066)
Net (gain) loss on sales of assets	(396)	37	(454)	(3,662)
Rent income	(17)	(70)	(71)	(143)
Net (gain) loss on investments in deferred compensation program	(46)	(705)	(700)	(729)
Other	(148)	(195)	(358)	(303)
Other (income) expense, net	$ (1,613)	$ (1,315)	$ (3,185)	$ (5,903)

XML

Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Income Taxes [Line Items]
Net discrete impacts of the enactment of the Tax Act	$ 0	$ 14,778	$ 14,778
Total Accrued Transition Tax Liability	26,000		26,000
Current Accrued Transition Tax Liability	2,080		2,080
Noncurrent Accrued Transition Tax Liability	23,920		23,920
Noncurrent income taxes payable	23,920		23,920			$ 0
Statutory tax rate		35.00%		21.00%	24.50%
Unrecognized Tax Benefits	19,574		19,574			20,132
Estimated decrease in liability for unrecognized tax benefits	8,901		8,901
Unrecognized tax benefits that, if recognized, would affect the effective tax rate	9,176		9,176			9,677
Accrued interest and penalties	$ 1,372		$ 1,372			$ 1,123
Scenario, Forecast [Member]
Income Taxes [Line Items]
Statutory tax rate			21.00%

XML

Income Taxes (Tax Expense and Effective Tax Rate) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Income Taxes
Earnings before income taxes	$ 48,647	$ 50,236	$ 86,134	$ 97,295
Income tax expense	$ 10,158	$ 12,131	$ 29,385	$ 12,642
Effective tax rate	20.90%	24.10%	34.10%	13.00%

XML

Income Taxes (Net Discrete Impact of Tax Act) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2018
Income Taxes
Transition Tax			$ 26,000
Impact on U.S. deferred tax assets and liabilities			(16,260)
Net changes in deferred tax liability associated with anticipated repatriation taxes			5,038
Net discrete impacts of the enactment of the Tax Act	$ 0	$ 14,778	$ 14,778

XML

Retirement Benefits (Narrative) (Details) - USD ($) shares in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Value of Company Stock Contributed to Defined Contribution Benefit Plans		$ 14,741,000	$ 14,014,000
Treasury Stock Issued During Period, Shares, Employee Benefit Plans		202	199
Total stockholders equity
Defined Benefit Plan Disclosure [Line Items]
Value of Company Stock Contributed to Defined Contribution Benefit Plans		$ 14,741,000	$ 14,014,000
Treasury Stock at Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Value of Company Stock Contributed to Defined Contribution Benefit Plans		$ 7,584,000	$ 7,513,000
Treasury Stock Issued During Period, Shares, Employee Benefit Plans		202	199
Duarte Plan, Defined Benefit [Member] | Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit, Lump Sum Buyout Benefits Paid, Current Year			$ 670,000
Defined Benefit, Lump Sum Buyout Benefits Paid, Expected	$ 0

XML

Retirement Benefits (Schedule of Costs of Retirement Plans) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Retirement Benefits [Abstract]
Company Costs - Defined Contribution	$ 8,716	$ 8,502	$ 16,595	$ 15,751
Company Contributions - Multiemployer plan	$ 87	$ 79	$ 167	$ 147

XML

Retirement Benefits (Schedule of Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2	$ 3	$ 4	$ 7
Interest cost	291	311	583	622
Amortization of: Net (gains) losses	24	51	48	101
Amortization of: Prior service (benefit) cost	(39)	(39)	(79)	(79)
Curtailment (gain) loss			(330)
Net periodic retirement (benefit) cost	278	326	226	651
Contributions paid - other postretirement plans	1,009	804	1,235	1,419
Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	576	605	1,145	1,216
Interest cost	1,845	1,735	3,675	3,470
Expected return on plan assets	(3,620)	(3,271)	(7,210)	(6,544)
Amortization of: Net (gains) losses	224	589	446	1,180
Amortization of: Prior service (benefit) cost	178	96	355	192
Net periodic retirement (benefit) cost	(797)	(246)	(1,589)	(486)
Contributions paid - pensions	119	101	431	466
Defined Benefit Pension Plan [Member] | UNITED STATES
Defined Benefit Plan Disclosure [Line Items]
Service cost	411	418	822	837
Interest cost	1,501	1,439	3,002	2,878
Expected return on plan assets	(2,903)	(2,633)	(5,807)	(5,265)
Amortization of: Net (gains) losses	149	463	299	927
Amortization of: Prior service (benefit) cost	178	96	355	192
Net periodic retirement (benefit) cost	(664)	(217)	(1,329)	(431)
Contributions paid - pensions	0	0	0	0
Defined Benefit Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	165	187	323	379
Interest cost	344	296	673	592
Expected return on plan assets	(717)	(638)	(1,403)	(1,279)
Amortization of: Net (gains) losses	75	126	147	253
Amortization of: Prior service (benefit) cost	0	0	0	0
Net periodic retirement (benefit) cost	(133)	(29)	(260)	(55)
Contributions paid - pensions	$ 119	$ 101	$ 431	$ 466

XML

Retirement Benefits (Schedule of estimated remaining cash contributions) (Details) $ in Thousands	Mar. 31, 2018 USD ($)
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in the currect fiscal year	$ 2,636
UNITED STATES | Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in the currect fiscal year	0
UNITED KINGDOM | Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in the currect fiscal year	219
JAPAN | Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in the currect fiscal year	$ 0

XML

Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended			6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payments for repurchases of common stock				$ 0	$ 61,782,000
Exercise prices of stock options outstanding	$ 44.62			$ 44.62		$ 44.48	$ 39.58
Total unrecognized compensation cost related to non-vested stock-based compensation arrangements	$ 12,695,000			$ 12,695,000
Unrecognized compensation cost is expected to be recognized over a weighted-average period	2 years 2 months 12 days
Forfeiture rate, Board of Directors	0.00%			0.00%
Forfeiture rate, non-Board of Directors	9.00%			9.00%
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation award conditionally awarded date			Oct. 03, 2016
Stock-based compensation award conditionally awarded date approved			Jan. 25, 2017
Vested contractual term, in years				10 years
Vesting rate				25.00%
Employee stock-based compensation expense	$ 2,011,000	$ 12,502,000		$ 14,434,000	13,763,000
Vesting period, in years				4 years
2017 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock shares authorized for grants	2,000			2,000
Employee stock-based compensation expense			$ 0
2017 Authorization [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized repurchase amount	$ 500,000,000			$ 500,000,000
Payments for repurchases of common stock				$ 0	$ 61,229,000
Repurchase period in years	3 years
Purchases of treasury stock, number of shares					886
10b5-1 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchases of treasury stock, number of shares					350
10b-18 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchases of treasury stock, number of shares					536

XML

Stockholders' Equity (Schedule of Assumptions Used in Estimate of Fair Value of Stock Option Awards) (Details) - Stock Options [Member] - $ / shares	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date market value of Woodward stock	$ 72.01	$ 69.45	$ 78.91	$ 69.45
Weighted-average exercise price per share	$ 72.01	$ 62.64	$ 78.91	$ 62.64
Estimated dividend yield	0.80%	0.70%		0.70%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		6 years	6 years 4 months 24 days	6 years
Estimated volatility		31.50%	29.10%	31.50%
Estimated dividend yield			0.60%
Risk-free interest rate	2.70%	2.20%	2.10%	2.20%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 years 4 months 24 days	8 years 8 months 12 days	8 years 8 months 12 days	8 years 8 months 12 days
Estimated volatility	29.10%	33.70%	32.70%	33.70%
Estimated dividend yield			0.80%
Risk-free interest rate	2.80%	2.50%	2.80%	2.50%

XML

Stockholders' Equity (Activity for Stock Option Awards) (Details) - $ / shares shares in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2018
Stock-Based Compensation
Number of options, beginning balance	5,937	5,236
Weighted Average Exercise Price Per Share, beginning balance	$ 44.48	$ 39.58
Options granted, Number of options	6	750
Options granted, Weighted Average Exercise Price Per Share	$ 72.01	$ 78.91
Options exercised, Number of options	(63)	(97)
Options exercised, Weighted Average Exercise Price Per Share	$ 34.54	$ 36.84
Options forfeited, Number of options	0	(9)
Options forfeited, Weighted Average Exercise Price Per Share	$ 0.00	$ 55.61
Number of options, ending balance	5,880	5,880
Weighted Average Exercise Price Per Share, ending balance	$ 44.62	$ 44.62

XML

Stockholders' Equity (Changes in Nonvested Stock Options) (Details) - $ / shares shares in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2018
Stock-Based Compensation
Number of Options, beginning balance	2,020	2,072
Weighted-Average Grant Date Fair Value Per Share, beginning balance	$ 21.63	$ 18.61
Options granted, Number of options	6	750
Options granted, Weighted-Average Grant Date Fair Value Per Share	$ 22.82	$ 25.66
Options vested, Number of options	(4)	(791)
Options vested, Weighted-Average Grant Date Fair Value Per Share	$ 23.10	$ 17.57
Options forfeited, Number of options	0	(9)
Options forfeited, Weighted-Average Grant Date Fair Value Per Share	$ 0.00	$ 19.82
Number of Options, ending balance	2,022	2,022
Weighted-Average Grant Date Fair Value Per Share, ending balance	$ 21.63	$ 21.63

XML

Stockholders' Equity (Stock Options Vested, Or Expected to Vest and Are Exercisable) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017
Stock-Based Compensation
Options outstanding, Number of options	5,880	5,937	5,236
Options outstanding, Weighted-Average Exercise Price	$ 44.62	$ 44.48	$ 39.58
Options outstanding, Weighted-Average Remaining Life in Years	5 years 10 months 24 days
Options outstanding, Aggregate Intrinsic Value	$ 155,908
Options vested and exercisable, Number of options	3,858
Options vested and exercisable, Weighted-Average Exercise Price Per Share	$ 35.68
Options vested and exercisable, Weighted-Average Remaining Life in Years	4 years 7 months 6 days
Options vested and exercisable, Aggregate Intrinsic Value	$ 132,401
Options vested and expected to vest, Number of options	5,782
Options vested and expected to vest, Weighted-Average Exercise Price Per Share	$ 44.25
Options vested and to expected vest, Weighted-Average Remaining Life in Years	5 years 10 months 24 days
Options vested and expected to vest, Aggregate Intrinsic Value	$ 155,118

XML

Segment Information (Narrative) (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2018 USD ($) segment
Segment Information
Number of Reportable Segments | segment	2
Restructuring Costs | $	$ 17,013

XML

Segment Information (Consolidated Net Sales and Earnings by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Net sales	$ 548,249	$ 500,381	$ 1,018,397	$ 943,275
Interest expense, net	(6,216)	(6,316)	(12,603)	(12,751)
Consolidated earnings before income taxes	48,647	50,236	86,134	97,295
Aerospace [Member]
Segment Reporting Information [Line Items]
Net sales	386,343	320,526	692,248	587,206
Segment earnings (loss)	72,969	58,227	116,522	105,104
Industrial [Member]
Segment Reporting Information [Line Items]
Net sales	161,906	179,855	326,149	356,069
Segment earnings (loss)	10,237	17,089	29,581	35,087
Unallocated Corporate [Member]
Segment Reporting Information [Line Items]
Segment earnings (loss)	$ (28,343)	$ (18,764)	$ (47,366)	$ (30,145)

XML

Segment Information (Consolidated Total Assets by Segment) (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Assets	$ 2,785,751	$ 2,757,109
Other unallocated assets	254,734	234,301
Property, plant and equipment, net	943,433	922,043
Aerospace [Member]
Segment Reporting Information [Line Items]
Assets	1,723,472	1,722,789
Industrial [Member]
Segment Reporting Information [Line Items]
Assets	686,329	695,264
Unallocated Corporate [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 121,216	$ 104,755

XML

Subsequent Events (Narrative) (Details) € in Thousands, $ in Thousands					6 Months Ended
	Jun. 01, 2018	May 30, 2018	Apr. 18, 2018 USD ($)	Apr. 09, 2018 EUR (€)	Mar. 31, 2018 USD ($)	Apr. 18, 2018 EUR (€)
Subsequent Event [Line Items]
Subsequent Event, Date			Apr. 16, 2018	Apr. 09, 2018
Date of Acquisition Agreement				Apr. 09, 2018
Acquisition total consideration | €				€ 700,000
Transaction costs | $					$ 1,136
Name of entity to be acquired				L'Orange GmbH
Not Designated as Hedging Instrument, Economic Hedge [Member] | Foreign Exchange Option [Member]
Subsequent Event [Line Items]
Derivative, Inception Date			Apr. 18, 2018
Derivative, Maturity Date	Jun. 01, 2018
Derivative, Exercise Date		May 30, 2018
Derivative, Cost of Hedge | $			$ 5,543
Derivative, Currency Bought			Euros
Derivative, Notional Amount | €						€ 490,000
Derivative, Forward Exchange Rate						1.2432

XML

Label	Element	Value
Treasury Stock Held For Deferred Compensaton [Member]
Purchase of stock by deferred compensation plan	wwd_PurchaseOfStockByDeferredCompensationPlan	$ (211,000)
Purchase Of Stock Shares By Deferred Compensation Plan	wwd_PurchaseOfStockSharesByDeferredCompensationPlan	3,000
Deferred Compensation In Equity [Member]
Purchase of stock by deferred compensation plan	wwd_PurchaseOfStockByDeferredCompensationPlan	$ 211,000
Revolving Credit Agreement [Member]
Debt Issuance Costs, Line of Credit Arrangements, Net	us-gaap_DebtIssuanceCostsLineOfCreditArrangementsNet	2,259,000
Debt Issuance Costs, Line of Credit Arrangements, Net	us-gaap_DebtIssuanceCostsLineOfCreditArrangementsNet	$ 1,822,000