Footnote 1:
The reporting person participates in the Woodward Executive Benefit Plan (the
"Plan").  Pursuant to an election made under the Plan, each phantom stock unit
accrued under the Plan entitled the reporting person to receive on January 15,
2013 one share of Woodward, Inc. (the "Company") common stock, less shares not
distributed to the reporting person to cover tax liabilities.  See Footnote 2:
The reporting person received a net distribution of 15,365 shares of Company
common stock.  Phantom stock units are accrued under the Plan and are to be
settled in 100% stock on a one-for-one basis at the distribution date specified
at the time of election.  Each phantom stock unit is the economic equivalent of
one share of Company common stock.  The total shown represents the dollar amount
of deferrals divided by the current share price and, therefore, the number of
shares reported may fluctuate from period to period.  The total shown also
includes phantom stock units acquired in connection with dividend reinvestments
and other acquisitions made under the Plan.