FULLTEXT DEL 3 AV 3
10-K – 2025-11-25 – wwd-20250930.htm
Income tax payable
188
Other noncurrent liabilities
4,485
Total liabilities
$
11,855
The majority of the goodwill is expected to be deductible for tax purposes and represents the estimated value of the acquired workforce, expanded sales opportunities on the next generation of aircraft, and other synergies expected from the integration of the Safran Acquisition with Woodward’s Aerospace segment. As of September 30, 2025, the purchase accounting is subject to final adjustment, primarily for working capital adjustments, amounts allocated to goodwill, and tax balances.
We have not presented pro forma results because the Safran Acquisition was not deemed significant at the date of Closing.
Divestitures
The Company periodically reviews its business and from time to time may sell businesses, assets, or product lines as part of business rationalization. Any gain or loss recognized due to divestitures is recorded within the line item “Other income, net” in the Consolidated Statements of Earnings.
In connection with certain product rationalization activities, during the year ended September 30, 2025, the Company sold certain product lines and its heavy-duty gas turbine combustion parts product line, included in the Industrial segment, to third parties. The Company received cash proceeds of $ 50,068 and receivables of $ 1,750 included in “Other current assets” and “Other assets” in the Consolidated Balance Sheets and recognized a pretax gain of $ 20,524 .
The sale of the heavy-duty gas turbine combustion parts product line was completed on March 3, 2025 . The carrying value of the assets and liabilities sold were as follows:
March 3, 2025
Assets:
Inventories
$
20,110
Property, plant, and equipment
2,904
Goodwill
5,772
Intangible assets
2,269
Other assets
2,608
Total assets
$
33,663
Liabilities:
Accrued liabilities
$
1,566
Accounts payable
459
Other noncurrent liabilities
2,474
Total liabilities
$
4,499
68
Note 11. Inventories
September 30, 2025
September 30, 2024
Raw materials
$
192,373
$
161,734
Work in progress
163,275
147,676
Component parts (1)
382,650
376,456
Finished goods
102,746
91,787
Customer supplied inventory
19,640
20,563
On-hand inventory for which control has transferred to the customer
( 206,076
)
( 189,124
)
$
654,608
$
609,092
(1) Component parts include items that can be sold separately as finished goods or included in the manufacture of other products.
Note 12. Property, plant, and equipment
September 30, 2025
September 30, 2024
Land and land improvements
$
95,172
$
91,105
Buildings and building improvements
626,144
599,897
Leasehold improvements
15,900
22,022
Machinery and production equipment
885,473
849,595
Computer equipment and software
116,706
120,185
Office furniture and equipment
43,312
42,873
Other
33,591
33,392
Construction in progress
111,580
71,890
1,927,878
1,830,959
Less accumulated depreciation
( 941,255
)
( 890,244
)
Property, plant, and equipment, net
$
986,623
$
940,715
Woodward had depreciation expense as follows:
Year Ended September 30,
2025
2024
2023
Depreciation expense
$
85,054
$
82,578
$
82,154
Note 13. Goodwill
September 30, 2024
Additions
Reduction from Divestiture
Effects of Foreign Currency Translation
September 30, 2025
Aerospace
$
455,423
$
18,389
$
—
$
( 33
)
$
473,779
Industrial
351,220
—
( 5,772
)
13,061
358,509
Consolidated
$
806,643
$
18,389
$
( 5,772
)
$
13,028
$
832,288
September 30, 2023
Additions
Reduction from Divestiture
Effects of Foreign Currency Translation
September 30, 2024
Aerospace
$
455,423
$
—
$
—
$
—
$
455,423
Industrial
336,045
—
—
15,175
351,220
Consolidated
$
791,468
$
—
$
—
$
15,175
$
806,643
On July 21, 2025, Woodward completed the Safran Acquisition (see Note 10, Acquisitions and Divestitures ) which resulted in the recognition of $ 18,389 in goodwill in the Company's Aerospace segment.
On March 3, 2025, the sale of the Industrial heavy-duty gas turbine combustion parts product line located in Greenville, South Carolina was completed (see Note 10, Acquisitions and Divestitures ), which resulted in the removal of $ 5,772 of goodwill in the Company's Industrial segment.
Woodward tests goodwill for impairment at the reporting unit level on an annual basis or at any time there is an
69
indication goodwill may be impaired, commonly referred to as triggering events. Woodward completed its annual goodwill impairment test as of July 31, 2025 during the quarter ended September 30, 2025. The results of Woodward’s annual goodwill impairment test performed as of July 31, 2025 did not indicate impairment of any of Woodward’s reporting units.
Note 14. Intangible assets, net
September 30, 2025
September 30, 2024
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets with finite lives:
Customer relationships and contracts:
Aerospace
$
281,683
$
( 251,109
)
$
30,574
$
281,683
$
( 246,152
)
$
35,531
Industrial
401,778
( 125,909
)
275,869
399,030
( 114,391
)
284,639
Total
$
683,461
$
( 377,018
)
$
306,443
$
680,713
$
( 360,543
)
$
320,170
Intellectual property:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
3,139
( 3,139
)
—
3,139
( 3,139
)
—
Total
$
3,139
$
( 3,139
)
$
—
$
3,139
$
( 3,139
)
$
—
Process technology:
Aerospace
$
44,570
$
( 40,973
)
$
3,597
$
44,570
$
( 40,346
)
$
4,224
Industrial
87,640
( 37,610
)
50,030
87,257
( 35,983
)
51,274
Total
$
132,210
$
( 78,583
)
$
53,627
$
131,827
$
( 76,329
)
$
55,498
Other intangibles:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
—
—
—
592
( 592
)
—
Total
$
—
$
—
$
—
$
592
$
( 592
)
$
—
Intangible asset with indefinite life:
Trade name:
Aerospace
$
—
$
—
$
—
$
—
$
—
$
—
Industrial
68,010
—
68,010
64,751
—
64,751
Total
$
68,010
$
—
$
68,010
$
64,751
$
—
$
64,751
Total intangibles:
Aerospace
$
326,253
$
( 292,082
)
$
34,171
$
326,253
$
( 286,498
)
$
39,755
Industrial
560,567
( 166,658
)
393,909
554,769
( 154,105
)
400,664
Consolidated Total
$
886,820
$
( 458,740
)
$
428,080
$
881,022
$
( 440,603
)
$
440,419
Indefinite lived intangible assets
The Woodward L’Orange trade name intangible asset is analyzed for impairment on an annual basis and more often if an event occurs or circumstances change that indicate the fair value of the Woodward L’Orange intangible asset may be below its carrying amount. During the fourth quarter, Woodward completed its annual impairment analysis of the Woodward L’Orange trade name intangible asset as of July 31, 2025 for the fiscal year ended September 30, 2025. The results of the annual impairment analysis performed as of July 31, 2025 indicated no impairment existed.
Finite-lived intangible assets
Woodward recorded amortization expense associated with intangibles of the following:
Year Ended September 30,
2025
2024
2023
Amortization expense
$
28,224
$
33,592
$
37,589
70
Future amortization expense associated with intangibles is expected to be:
Year Ending September 30:
2026
$
28,104
2027
28,035
2028
27,667
2029
26,761
2030
26,734
Thereafter
222,769
$
360,070
Note 15. Credit facilities, short-term borrowings, and long-term debt
As of September 30, 2025, Woodward’s short-term borrowings and availability under its various short-term credit facilities follows:
Total availability
Outstanding
letters of credit
and guarantees
Banker acceptance notes issued
Outstanding
borrowings
Remaining
availability
Revolving credit facility
$
1,000,000
$
( 7,872
)
$
—
$
( 122,300
)
$
869,828
Lines of credit and overdraft facilities
25,000
—
( 824
)
—
24,176
Foreign performance guarantee facilities
88
( 52
)
—
—
36
$
1,025,088
$
( 7,924
)
$
( 824
)
$
( 122,300
)
$
894,040
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, which provides for the option to increase available borrowings up to $ 1,500,000 , subject to lenders' participation (as amended in October 2022, the "Second Amended and Restated Revolving Credit Agreement"). Borrowings under the Second Amended and Restated 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 the Euro Interbank Offered Rate ("Euribor"), Sterling Overnight Index Average ("SONIA"), Tokyo Interbank Offered Rate ("TIBOR"), and Secured Overnight Financing Rate ("SOFR") base rates plus 0.875 % to 1.75 %. The Second Amended and Restated Revolving Credit Agreement matures on October 21, 2027 . Under the Second Amended and Restated Revolving Credit Agreement, there were $ 122,300 in principal borrowings outstanding as of September 30, 2025, at an effective interest rate of 5.41 %, compared to $ 217,000 borrowings outstanding as of September 30, 2024, at an effective interest rate of 5.82 %
The Second Amended and Restated Revolving Credit Agreement contains certain covenants customary with such agreements, which are generally consistent with the covenants applicable to Woodward’s long-term debt agreements, and contains customary events of default, including certain cross-default provisions related to Woodward’s other outstanding material debt arrangements, the occurrence of which would permit the lenders to accelerate the amounts due thereunder. In addition, the Second Amended and Restated Revolving Credit Agreement includes the following financial covenants: (i) a maximum permitted leverage ratio of consolidated net debt to consolidated earnings before interest, taxes, depreciation, stock-based compensation, and amortization, plus any unusual non-cash charges to the extent deducted in computing net income and transaction costs associated with permitted acquisitions (incurred within six months of the permitted acquisition), minus any unusual non-cash gains to the extent added in computing net income (“Leverage Ratio”) for Woodward and its consolidated subsidiaries of 3.5 to 1.0, which ratio, subject to certain restrictions, may increase to 4.0 to 1.0 for each period of four consecutive quarters during which a permitted acquisition occurs, and (ii) a minimum consolidated net worth of $ 1,156,000 plus (a) 50 % of Woodward’s positive net income for the prior fiscal year and (b) 50 % of Woodward’s net cash proceeds resulting from certain issuances of stock, subject to certain adjustments.
The obligations of Woodward and from time-to-time certain of Woodward’s foreign subsidiaries, under the Second Amended and Restated Revolving Credit Agreement are guaranteed by Woodward MPC, Inc., Woodward HRT, Inc., or in case of obligations with any foreign subsidiaries of Woodward that are borrowers thereunder, Woodward L’Orange GmbH, each of which is a wholly owned subsidiary of Woodward.
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
71
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.
Consistent with common business practice in China, Woodward's Chinese subsidiaries have issued bankers' acceptance notes ("Bank drafts") to Chinese suppliers in settlement of certain customer accounts payable. Bank drafts are financial instruments issued by Chinese financial institutions as part of financing arrangements between the financial institution and a customer of the financial institution. Bank drafts 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. Woodward has elected to adopt the practical expedient to not adjust the promised amounts of consideration at contract inception as the financing component associated with issuing bank drafts has a duration of less than one year. There were no borrowings outstanding on Woodward’s foreign lines of credit and foreign overdraft facilities as of both September 30, 2025 and September 30, 2024.
Long-term debt
September 30, 2025
September 30, 2024
Series I notes – 4.18 %, due November 15, 2025 ; unsecured
$
25,000
$
25,000
Series L notes – 4.18 %, due November 15, 2025 ; unsecured
50,000
50,000
Series M notes – 1.12 % due September 23, 2026 ; unsecured
46,903
44,656
Series N notes – 1.31 % due September 23, 2028 ; unsecured
90,289
85,963
Series O notes – 1.57 % due September 23, 2031 ; unsecured
50,421
48,005
Series P notes – 4.27 % due May 30, 2025 ; unsecured
—
85,000
Series Q notes – 4.35 % due May 30, 2027 ; unsecured
85,000
85,000
Series R notes – 4.41 % due May 30, 2029 ; unsecured
75,000
75,000
Series S notes – 4.46 % due May 30, 2030 ; unsecured
75,000
75,000
Series T notes – 4.61 % due May 30, 2033 ; unsecured
80,000
80,000
Finance leases (Note 5)
2,934
2,736
Unamortized debt issuance costs
( 645
)
( 890
)
Total long-term debt
579,902
655,470
Less: Current portion of long-term debt
122,934
85,719
Long-term debt, less current portion
$
456,968
$
569,751
The 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 I Notes (the “First Closing Notes”) on October 1, 2013 . Woodward issued the Series L Notes (the “Second Closing Notes” and with the First Closing Notes, collectively the “USD Notes”) on November 15, 2013 . On November 17, 2025, Woodward paid the entire principal balance of $ 75,000 on the Series I and L Notes using proceeds from borrowings under its existing revolving credit facility.
On September 23, 2016, Woodward and the BV Subsidiary each entered into note purchase agreements (the “2016 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 € 40,000 Series 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”).
On May 31, 2018, Woodward entered into a note purchase agreement (the “2018 Note Purchase Agreement”) relating to the sale by Woodward of an aggregate principal amount of $ 400,000 of senior unsecured notes comprised of (a) $ 85,000 aggregate principal amount of its Series P Senior Notes (the “Series P Notes”), (b) $ 85,000 aggregate principal amount of its Series Q Senior Notes (the “Series Q Notes”), (c) $ 75,000 aggregate principal amount of its Series R Senior Notes (the “Series R Notes”), (d) $ 75,000 aggregate principal amount of its Series S Senior Notes (the “Series S Notes”), and (e) $ 80,000 aggregate principal amount of its Series T Senior Notes (the “Series T Notes”, and together with the Series P Notes, the Series Q Notes, the Series R Notes, and the Series S Notes, the “2018 Notes,” and, together with the USD Notes and 2016 Notes, the “Notes”), in a series of private placement transactions.
In connection with the issuance of the 2018 Notes, the Company entered into cross-currency swap transactions in respect of each tranche of the 2018 Notes, which effectively reduced the interest rates on the Series P Notes to 1.82 % per annum, the Series Q Notes to 2.15 % per annum, the Series R Notes to 2.42 % per annum, the Series S Notes to 2.55 % per
72
annum and the Series T Notes to 2.90 % per annum. The Company entered into the 2020 Floating-Rate Cross-Currency Swap and 2020 Fixed-Rate Cross-Currency Swaps, which effectively resulted in the interest rates on the Series P Notes being 3.44 % per annum, the Series Q Notes to 3.44 % per annum, the Series R Notes to 3.45 % per annum, the Series S Notes to 3.50 % per annum and the Series T Notes to 3.62 % per annum (see Note 8, Derivative instruments and hedging activities ).
Interest on the USD Notes are payable semi-annually on April 1 and October 1 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.
On May 30, 2025, Woodward paid the entire principal balance of $ 85,000 on the Series P Notes using proceeds from borrowings under its existing revolving credit facility.
None of the Notes were registered under the Securities Act of 1933, as amended, and they may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Holders of the Notes do not have any registration rights. All of the issued Notes are held by multiple institutions.
Woodward’s payment and performance obligations under the Notes, including without limitation the obligations for payment of all principal, interest, and any applicable prepayment compensation amount, are guaranteed by (i) Woodward FST, Inc., Woodward MPC, Inc., and Woodward HRT, Inc., each of which is a wholly owned subsidiary of Woodward, and (ii) in the case of the BV Subsidiary’s Series N and O Notes, by Woodward. Woodward’s obligations under the Notes rank equal in right of payment with all of Woodward’s other unsecured unsubordinated debt, including its outstanding debt under its revolving credit facility.
The Notes contain restrictive covenants customary for such financings, including among other things, covenants that place limits on Woodward’s ability to incur liens on assets, incur additional debt (including a leverage or coverage-based maintenance test), transfer or sell Woodward’s assets, merge or consolidate with other persons and enter into material transactions with affiliates. Under the financial covenants contained in the note purchase agreement governing each series of the Notes as of fiscal year 2024, Woodward’s priority debt may not exceed, at any time, 15 % of its consolidated net worth. Woodward’s Leverage Ratio cannot exceed 4.0 to 1.0 during any material acquisition period, or 3.5 to 1.0 at any other time on a rolling four quarter basis. In the event that Woodward’s Leverage Ratio exceeds 3.5 to 1.0 during any material acquisition period, the interest rate on each series of Notes will increase. The minimum consolidated net worth, prior year positive net income, and net cash proceeds resulting from certain issuances of stock for satisfaction of Woodward’s leverage ratio are consistent betw een the Notes and Second Amended and Restated Revolving Credit Agreement.
On October 23, 2025, Woodward and its subsidiaries entered into an amendment on the Notes to provide for changes to, among other things, replace a consolidated net worth covenant with an interest coverage covenant, such that the Company will not permit, as of the end of each fiscal quarter, beginning with the fiscal quarter ending September 30, 2025, the ratio of (a) EBITDA to (b) interest expense, in each case for the period of four consecutive fiscal quarters ending on the end of such fiscal quarter, to be less than 2.00 to 1.00.
Required future principal payments of the Notes and financing leases as of September 30, 2025 are as follows:
Year Ending September 30:
2026
$
122,934
2027
86,143
2028
90,844
2029
75,204
2030
75,000
Thereafter
130,422
$
580,547
Certain financial and other covenants under Woodward’s debt agreements contain customary restrictions on the operation of its business. Management believes that Woodward was in compliance with the covenants under the long-term debt agreements at September 30, 2025.
Debt Issuance Costs
In connection with the Second Amended and Restated Revolving Credit Agreement, Woodward incurred $ 2,236 in debt issuance costs, which are deferred and are being amortized using the straight-line method over the life of the agreement. Amounts recognized as interest expense from the amortization of debt issuance costs were $ 918 in fiscal year 2025, $ 929 in fiscal year 2024, and $ 963 in fiscal year 2023. Unamortized debt issuance costs associated with the Notes of
73
$ 645 as of September 30, 2025 and $ 890 as of September 30, 2024 were recorded as a reduction in “Long-term debt, less current portion” in the Consolidated Balance Sheets. Unamortized debt issuance costs associated with Woodward’s Second Amended and Restated Revolving Credit Agreement of $ 1,318 as of September 30, 2025 and $ 1,977 as of September 30, 2024 were recorded as “Other assets” in the Consolidated Balance Sheets. Amortization of debt issuance costs is included in operating activities in the Consolidated Statements of Cash Flows.
Note 16. Accrued liabilities
September 30, 2025
September 30, 2024
Salaries and other member benefits
$
175,110
$
151,921
Product warranties and related liabilities
25,504
18,844
Interest payable
10,211
12,163
Accrued retirement benefits
2,986
2,888
Net current contract liabilities
49,235
56,791
Taxes, other than income
15,367
15,884
Other
34,670
34,151
$
313,083
$
292,642
Product warranties and related liabilities
Provisions of Woodward’s sales agreements include product warranties customary to these types of agreements. Accruals are established for specifically identified warranty issues and related liabilities that are probable to result in future costs. Warranty costs are accrued as revenue is recognized on a non-specific basis whenever past experience indicates a normal and predictable pattern exists. Changes in accrued product warranties and related liabilities were as follows:
Year Ended September 30,
2025
2024
2023
Beginning of period
$
18,844
$
18,162
$
40,042
Additions, net of recoveries
20,887
13,797
25,984
Reductions for settlement
( 14,339
)
( 13,368
)
( 47,949
)
Foreign currency exchange rate changes
112
253
85
End of period
$
25,504
$
18,844
$
18,162
Restructuring charges
During fiscal year 2023, the Company committed to a cost reduction plan ("Cost Reduction Plan") to better align the cost structure and recorded $ 5,172 of restructuring charges. The charges recognized under the Cost Reduction Plan consist of workforce management costs primarily related to aligning the cost structure of the Company's Industrial segment with the current market conditions. All of the restructuring charges were recorded as nonsegment expenses and were paid as of September 30, 2023.
Note 17. Other liabilities
September 30, 2025
September 30, 2024
Net accrued retirement benefits, less amounts recognized within accrued liabilities
$
88,112
$
83,094
Total unrecognized tax benefits
12,130
10,104
Noncurrent income taxes payable
—
5,894
Deferred economic incentives (1)
6,158
7,062
Noncurrent operating lease liabilities
20,199
22,670
Cross-currency swap derivative liability
27,406
10,562
Net noncurrent contract liabilities
431,458
424,609
Other
6,264
13,385
$
591,727
$
577,380
(1) 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.
74
Note 18. Other income, net
Year Ended September 30,
2025
2024
2023
Equity interest in the earnings of the JV
$
( 45,850
)
$
( 41,191
)
$
( 36,846
)
Net (gain) loss on sales of assets and businesses
( 18,731
)
( 457
)
1,491
Gain on non-recurring matter related to a previous acquisition
—
( 4,803
)
—
Rent income
( 355
)
( 347
)
( 360
)
Net gain on investments in deferred compensation program
( 4,151
)
( 6,571
)
( 3,265
)
Other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense
( 13,375
)
( 11,764
)
( 10,547
)
Other
( 1,548
)
( 2,035
)
( 764
)
$
( 84,010
)
$
( 67,168
)
$
( 50,291
)
Note 19. Income taxes
Income taxes consisted of the following:
Year Ended September 30,
2025
2024
2023
Current:
Federal
$
77,033
$
46,102
$
41,195
State
8,287
4,841
2,641
Foreign
46,338
74,663
39,719
Deferred:
Federal
( 27,268
)
( 18,888
)
( 38,136
)
State
( 6,361
)
( 7,341
)
( 10,006
)
Foreign
( 18,729
)
( 18,377
)
7,987
$
79,300
$
81,000
$
43,400
Earnings before income taxes by geographical area consisted of the following:
Year Ended September 30,
2025
2024
2023
United States
$
366,744
$
244,320
$
122,389
Other countries
154,667
209,651
153,379
$
521,411
$
453,971
$
275,768
75
Significant components of deferred income taxes presented in the Consolidated Balance Sheets are related to the following:
September 30, 2025
September 30, 2024
Deferred tax assets:
Defined benefit plans, other postretirement
$
3,453
$
3,695
Foreign net operating loss carryforwards
2,564
6,547
Inventory
81,241
77,013
Stock-based and other compensation
48,764
48,360
Deferred revenue net of unbilled receivables
45,144
43,400
Other reserves
11,841
7,850
Tax credits and incentives
32,171
30,886
Lease obligations
6,171
6,851
Other
6,668
4,622
Capitalized research and development costs
83,582
63,080
Valuation allowance
( 4,080
)
( 5,983
)
Total deferred tax assets, net of valuation allowance
317,519
286,321
Deferred tax liabilities:
Goodwill and intangibles - net
( 182,717
)
( 198,012
)
Property, plant and equipment
( 94,238
)
( 97,340
)
Right of use assets
( 6,037
)
( 6,691
)
Defined benefit plans, pension
( 15,657
)
( 13,133
)
Other
( 7,804
)
( 8,612
)
Total deferred tax liabilities
( 306,453
)
( 323,788
)
Net deferred tax assets (liabilities)
$
11,066
$
( 37,467
)
Woodward has recorded a net operating loss (“NOL”) deferred tax asset of $ 2,564 as of September 30, 2025 and $ 6,547 as of September 30, 2024. The majority of the NOL carryforwards as of September 30, 2025 expire at various times beginning in fiscal years 2027 through 2045.
Woodward has recorded tax credits and incentives deferred tax assets of $ 32,171 as of September 30, 2025 and $ 30,886 as of September 30, 2024. The majority of the tax credit and incentive carryforwards as of September 30, 2025 expire at various times beginning in fiscal year 2027 through 2035.
Deferred tax assets are reduced by a valuation allowance when the realization of the deferred tax asset is less than 50 percent likely. Both positive and negative evidence are considered in forming Woodward’s judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. Valuation allowances are reassessed whenever there are changes in circumstances that may cause a change in judgment.
The change in the valuation allowance was primarily the result of adjusting an existing valuation allowance for the utilization of foreign net operating losses.
At September 30, 2025 , Woodward has not provided for taxes on undistributed foreign earnings of $ 327,400 that it considered indefinitely reinvested. This balance has been reduced for foreign earnings that are considered distributable, which results in an associated cumulative net deferred tax liability of approximately $ 6,040 as of September 30, 2025 . These undistributed earnings could become subject to income taxes if they are remitted as dividends, are loaned to Woodward or any of Woodward’s subsidiaries located in the United States, or if Woodward sells its stock in the foreign subsidiaries. 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.
76
The following is a reconciliation of the U.S. federal statutory tax rate of 21.0 % in the fiscal years ended September 30, 2025, September 30, 2024, and September 30, 2023 to Woodward’s effective income tax rate:
Year Ended September 30,
2025
2024
2023
Percent of pretax earnings
Statutory tax rate
21.0
%
21.0
%
21.0
%
State income taxes, net of federal tax benefit
0.3
( 0.4
)
( 1.6
)
Taxes on international activities
0.4
( 0.8
)
( 0.6
)
Research credit
( 1.2
)
( 2.1
)
( 3.9
)
Net excess income tax benefit from stock-based compensation
( 3.5
)
( 3.0
)
( 3.7
)
Adjustments of prior period tax items
0.4
0.9
( 1.3
)
Compensation and benefits
0.3
0.8
0.6
Distributable foreign earnings
0.3
1.4
4.6
German tax rate change
( 2.6
)
—
—
Other items, net
( 0.2
)
—
0.6
Effective tax rate
15.2
%
17.8
%
15.7
%
In determining the tax amounts in Woodward’s financial statements, estimates are sometimes used that are subsequently adjusted in the actual filing of tax returns or by updated calculations. In addition, Woodward occasionally has resolutions of tax items with tax authorities related to prior years due to the conclusion of audits and the lapse of applicable statutes of limitations. Such adjustments are included in the “Adjustments of prior period tax items” line in the above table.
The decrease in the effective tax rate for fiscal year 2025 compared to fiscal year 2024 is primarily attributable to a reduction in the German corporate tax rate and lower projected future withholding taxes on unremitted foreign earnings in the current fiscal year. These favorable items were partially offset by a reduced research and development credit, lower benefits related to foreign intangible income, and higher state income tax expense driven by increased U.S. earnings in the current fiscal year.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows:
Year Ended September 30,
2025
2024
2023
Beginning balance
$
14,274
$
11,112
$
11,938
Additions to current year tax positions
4,982
5,673
3,933
Reductions to prior year tax positions
( 231
)
( 99
)
( 141
)
Additions to prior year tax positions
250
180
0
Lapse of applicable statute of limitations
( 2,004
)
( 2,592
)
( 4,618
)
Ending balance
$
17,271
$
14,274
$
11,112
Included in the balance of unrecognized tax benefits were $ 8,858 as of September 30, 2025 and $ 8,003 as of September 30, 2024 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 $ 1,076 in the next 12 months due to the completion of review 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’s tax returns are subject to audits by U.S. federal, state, and foreign tax authorities, and these audits are at various stages of completion at any given time. Reviews of tax matters by authorities and lapses of the applicable statutes of limitation may result in changes to tax expense. Woodward’s fiscal years remaining open to examination for U.S. federal income taxes include fiscal years 2022 and thereafter. Woodward’s fiscal years remaining open to examination for significant U.S. state income tax jurisdictions include fiscal years 2018 and thereafter. Woodward’s, fiscal years remaining open to examination in significant foreign jurisdictions include 2018 and thereafter.
Note 20. Retirement benefits
Woodward provides various retirement benefits to eligible members of the Company, including contributions to various defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical
77
benefits, and postretirement life insurance benefits. Eligibility requirements and benefit levels vary depending on member location.
Defined contribution plans
Most of the Company’s U.S. members are eligible to participate in the U.S. defined contribution plan. The U.S. defined contribution plan allows members to defer part of their annual income for income tax purposes into their personal 401(k) accounts. The Company makes matching contributions to eligible member accounts, which are also deferred for member personal income tax purposes. Certain non-U.S. members are also eligible to participate in similar non-U.S. plans.
Most of Woodward's U.S. members receive an annual contribution of Woodward stock, equal to 5 % of their eligible prior year wages, to their personal Woodward Retirement Savings Plan accounts. In the second quarters of fiscal years 2025, 2024, and 2023, Woodward fulfilled its annual Woodward stock contribution obligation using shares held in treasury stock by issuing a total of 126 shares of common stock for a value of $ 24,058 in fiscal year 2025, 159 total shares of common stock for a value of $ 21,889 in fiscal year 2024, and 188 shares of common stock for a value of $ 19,466 in fiscal year 2023. The Woodward Retirement Savings Plan (the “WRS Plan”) held 2,085 shares of Woodward stock as of September 30, 2025 and 2,222 shares as of September 30, 2024. The shares held in the WRS Plan participate in dividends and are considered issued and outstanding for purposes of calculating basic and diluted earnings per share. Accrued liabilities included obligations to contribute shares of Woodward common stock to the WRS Plan in the amount of $ 22,010 as of September 30, 2025 and $ 19,532 as of September 30, 2024.
The amount of expense associated with defined contribution plans was as follows:
Year Ended September 30,
2025
2024
2023
Company costs
$
55,611
$
51,148
$
44,202
Defined benefit plans
Woodward has defined benefit plans that provide pension benefits for certain retired members in the United States, the United Kingdom, Japan, and Germany. Woodward also provides other postretirement benefits to its members including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to certain current and retired members and their covered dependents and beneficiaries in the United States and the United Kingdom. Life insurance benefits are provided to certain retirees in the United States under frozen plans, which are no longer available to current members. A September 30 measurement date is utilized to value plan assets and obligations for all of Woodward’s defined benefit pension and other postretirement benefit plans.
Excluding the Woodward HRT Plan, which is only partially frozen to salaried participants, the defined benefit plans in the United States were frozen in fiscal year 2007; no additional members may participate in the U.S. plans, and no additional service costs will be incurred.
Pension Plans
The actuarial assumptions used in measuring the net periodic benefit cost and plan obligations of retirement pension benefits were as follows:
At September 30,
2025
2024
2023
United States:
Weighted-average assumptions to determine benefit obligation:
Discount rate
5.50
%
5.05
%
6.20
%
Weighted-average assumptions to determine periodic benefit costs:
Discount rate
5.05
6.20
5.70
Long-term rate of return on plan assets
6.28
6.03
5.53
The discount rate assumption is intended to reflect the rate at which the retirement benefits could be effectively settled based upon the assumed timing of the benefit payments.
78
In the United States, Woodward uses a bond portfolio matching analysis based on recently traded, non-callable bonds rated AA or better that have at least $50 million outstanding to determine the benefit obligations at year end .
At September 30,
2025
2024
2023
United Kingdom:
Weighted-average assumptions to determine benefit obligation:
Discount rate
4.90
%
5.28
%
5.85
%
Rate of compensation increase
3.20
3.40
3.60
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
5.41
5.91
4.99
Discount rate - interest cost
5.13
5.84
5.71
Rate of compensation increase
3.40
3.60
4.00
Long-term rate of return on plan assets
4.70
4.90
4.80
At September 30,
2025
2024
2023
Japan:
Weighted-average assumptions to determine benefit obligation:
Discount rate
2.90
%
1.92
%
2.01
%
Rate of compensation increase
4.00
3.00
2.00
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
2.10
2.20
1.78
Discount rate - interest cost
1.53
1.58
1.17
Rate of compensation increase
3.00
2.00
2.00
Long-term rate of return on plan assets
3.75
3.25
2.75
At September 30,
2025
2024
2023
Germany:
Weighted-average assumptions to determine benefit obligation:
Discount rate
4.05
%
3.58
%
4.27
%
Rate of compensation increase
2.50
2.50
2.50
Weighted-average assumptions to determine periodic benefit costs:
Discount rate - service cost
3.64
4.23
3.95
Discount rate - interest cost
3.47
4.29
3.91
Rate of compensation increase
2.50
2.50
2.50
In the United Kingdom, Germany, and Japan, Woodward uses a high-quality corporate bond yield curve matched with separate cash flows to develop a single rate to determine the single rate equivalent to settle the entire benefit obligations in each jurisdiction. For the fiscal years ended September 30, 2025 and 2024, the discount rate used to determine periodic service cost and interest cost components of the overall benefit costs was based on spot rates derived from the same high-quality corporate bond yield curve used to determine the September 30, 2024 and 2023 benefit obligation, respectively, matched with separate cash flows for each future year .
Compensation increase assumptions, where applicable, are based upon historical experience and anticipated future management actions.
In determining the long-term rate of return on plan assets, Woodward assumes that the historical long-term compound growth rates of equity and fixed-income securities will predict the future returns of similar investments in the plan portfolio. Investment management and other fees paid out of the plan assets are factored into the determination of asset return assumptions.
Mortality assumptions are based on published mortality studies developed primarily based on past experience of the broad population and modified for projected longevity trends. The projected benefit obligations in the United States as of September 30, 2025 and September 30, 2024 were based on the Society of Actuaries (“SOA”) Pri-2012 Mortality Tables Report using the SOA’s Mortality Improvement Scale MP-2019 (“MP-2019”) and projected forward using a custom projection scale based on MP-2019 with a 5 -year convergence period and a long-term rate of 0.75 %.
79
As of September 30, 2025 , mortality assumptions in Japan were based on the Standard rates 2025, compared to the Standard rates 2020 as of September 30, 2024. Mortality assumptions for the United Kingdom pension scheme were based on the self-administered pension scheme (“SAPS”) S3 “all” tables with a projected 1.5 % annual improvement rate. As of September 30, 2025 and September 30, 2024, mortality assumptions in Germany were based on the Heubeck 2018G mortality tables.
Net periodic benefit costs consist of the following components reflected as expense in Woodward’s Consolidated Statement of Earnings:
Year Ended September 30,
United States
Other Countries
Total
2025
2024
2023
2025
2024
2023
2025
2024
2023
Service cost
$
917
$
775
$
893
$
1,432
$
1,244
$
1,333
$
2,349
$
2,019
$
2,226
Interest cost
6,875
7,598
7,297
2,983
3,213
3,137
9,858
10,811
10,434
Expected return on plan assets
( 10,992
)
( 9,084
)
( 8,297
)
( 2,496
)
( 2,406
)
( 2,300
)
( 13,488
)
( 11,490
)
( 10,597
)
Amortization of:
Net loss (gain)
171
226
292
( 413
)
( 679
)
( 620
)
( 242
)
( 453
)
( 328
)
Net prior service cost
762
698
698
23
23
22
785
721
720
Net periodic (benefit) cost
$
( 2,267
)
$
213
$
883
$
1,529
$
1,395
$
1,572
$
( 738
)
$
1,608
$
2,455
The following tables provide a reconciliation of the changes in the projected benefit obligation and fair value of assets for the defined benefit pension plans:
At or for the Year Ended September 30,
United States
Other Countries
Total
2025
2024
2025
2024
2025
2024
Changes in projected benefit obligation:
Projected benefit obligation at beginning of year
$
140,955
$
127,222
$
77,347
$
67,263
$
218,302
$
194,485
Plan amendment
—
1,121
—
—
—
1,121
Service cost
917
775
1,432
1,244
2,349
2,019
Interest cost
6,875
7,598
2,983
3,213
9,858
10,811
Net actuarial (gains) losses
( 6,027
)
13,249
( 944
)
4,128
( 6,971
)
17,377
Contribution by participants
—
—
12
12
12
12
Benefits paid
( 9,112
)
( 9,010
)
( 3,818
)
( 3,647
)
( 12,930
)
( 12,657
)
Foreign currency exchange rate changes
—
—
1,615
5,134
1,615
5,134
Projected benefit obligation at end of year
$
133,608
$
140,955
$
78,627
$
77,347
$
212,235
$
218,302
Changes in fair value of plan assets:
Fair value of plan assets at beginning of year
$
179,917
$
155,370
$
57,476
$
50,775
$
237,393
$
206,145
Actual return on plan assets
7,778
33,382
1,687
3,866
9,465
37,248
Contributions by the Company
—
175
1,423
1,863
1,423
2,038
Contributions by plan participants
—
—
12
12
12
12
Benefits paid
( 9,112
)
( 9,010
)
( 3,818
)
( 3,647
)
( 12,930
)
( 12,657
)
Foreign currency exchange rate changes
—
—
( 222
)
4,607
( 222
)
4,607
Fair value of plan assets at end of year
$
178,583
$
179,917
$
56,558
$
57,476
$
235,141
$
237,393
Net over/(under) funded status at end of year
$
44,975
$
38,962
$
( 22,069
)
$
( 19,871
)
$
22,906
$
19,091
At September 30, 2025, the Company’s defined benefit pension plans in the United Kingdom, Japan, and Germany represented $ 36,377 , $ 6,246 , and $ 36,004 of the total projected benefit obligation, respectively. At September 30, 2025, the United Kingdom and Japan pension plan assets represented $ 47,208 and $ 9,350 of the total fair value of all plan assets, respectively. The German pension plans are unfunded and have no plan assets.
The largest contributor to the net actuarial gains affecting the funded status for the defined benefit pension plans in the United States, United Kingdom, Japan, and Germany is due to an increase in the discount rates.
The accumulated benefit obligations of the Company’s defined benefit pension plans at September 30, 2025 was $ 133,608 in the United States, $ 35,912 in the United Kingdom, $ 5,280 in Japan, and $ 36,004 in Germany, and at September 30, 2024 was $ 140,955 in the United States, $ 33,766 in the United Kingdom, $ 5,958 in Japan, and $ 36,380 in Germany.
80
Plans with accumulated
benefit obligation in
excess of plan assets
Plans with accumulated
benefit obligation less
than plan assets
At September 30,
At September 30,
2025
2024
2025
2024
Projected benefit obligation
$
( 36,197
)
$
( 56,783
)
$
( 176,038
)
$
( 161,519
)
Accumulated benefit obligation
( 36,163
)
( 56,757
)
( 174,641
)
( 160,302
)
Fair value of plan assets
—
20,053
235,141
217,340
The following tables provide the amounts recognized in the Consolidated Balance Sheets and accumulated other comprehensive (earnings) losses for the defined benefit pension plans:
Year Ended September 30,
United States
Other Countries
Total
2025
2024
2025
2024
2025
2024
Amounts recognized in the Consolidated Balance Sheets consist of:
Other non-current assets
$
44,975
$
39,148
$
14,129
$
16,673
$
59,104
$
55,821
Accrued liabilities
—
—
( 1,372
)
( 1,166
)
( 1,372
)
( 1,166
)
Other non-current liabilities
—
( 186
)
( 34,826
)
( 35,378
)
( 34,826
)
( 35,564
)
Net over/(under) funded status at end of year
$
44,975
$
38,962
$
( 22,069
)
$
( 19,871
)
$
22,906
$
19,091
Amounts recognized in accumulated other
comprehensive (earnings) losses consist of:
Unrecognized net prior service cost
$
2,437
$
3,200
$
488
$
509
$
2,925
$
3,709
Unrecognized net (gains) losses
( 5,733
)
( 2,749
)
( 4,886
)
( 4,655
)
( 10,619
)
( 7,404
)
Total amounts recognized
( 3,296
)
451
( 4,398
)
( 4,146
)
( 7,694
)
( 3,695
)
Deferred taxes
( 2,557
)
( 3,499
)
( 27
)
( 191
)
( 2,584
)
( 3,690
)
Amounts recognized in accumulated other comprehensive (earnings) losses
$
( 5,853
)
$
( 3,048
)
$
( 4,425
)
$
( 4,337
)
$
( 10,278
)
$
( 7,385
)
The following table reconciles the changes in accumulated other comprehensive (earnings) losses for the defined benefit pension plans:
Year Ended September 30,
United States
Other Countries
Total
2025
2024
2025
2024
2025
2024
Beginning of year
$
451
$
11,304
$
( 4,146
)
$
( 7,360
)
$
( 3,695
)
$
3,944
Net (gain) loss
( 2,814
)
( 11,050
)
( 135
)
2,668
( 2,949
)
( 8,382
)
Prior service cost
—
1,121
—
—
—
1,121
Amortization of:
Net (loss) gain
( 171
)
( 226
)
413
679
242
453
Prior service cost
( 762
)
( 698
)
( 23
)
( 23
)
( 785
)
( 721
)
Foreign currency exchange rate changes
—
—
( 507
)
( 110
)
( 507
)
( 110
)
End of year
$
( 3,296
)
$
451
$
( 4,398
)
$
( 4,146
)
$
( 7,694
)
$
( 3,695
)
Pension benefit payments are made from the assets of the pension plans. The German pension plans are unfunded; therefore, benefit payments are made from Company contributions into these plans as required to meet the payment obligations. Using foreign exchange rates as of September 30, 2025 and expected future service assumptions, it is anticipated that the future benefit payments will be as follows:
Year Ending September 30,
United States
Other
Countries
Total
2026
$
9,790
$
3,693
$
13,483
2027
10,142
3,776
13,918
2028
10,410
4,057
14,467
2029
10,633
4,225
14,858
2030
10,759
4,888
15,647
2031-2035
53,000
24,718
77,718
81
Woodward expects its pension plan contributions in fiscal year 2026 will be $ 305 in the United Kingdom, $ 150 in Japan, $ 1,386 in Germany, and $ 433 in the United States.
Pension plan assets
The overall investment objective of the pension plan assets is to earn a rate of return over time that, when combined with Company contributions, satisfies the benefit obligations of the pension plans and maintains sufficient liquidity to pay benefits.
As the timing and nature of the plan obligations varies for each Company sponsored pension plan, investment strategies have been individually designed for each pension plan with a common focus on maintaining diversified investment portfolios that provide for long-term growth while minimizing the risk to principal associated with short-term market behavior. The strategy for each of the plans balances the requirements to generate returns, using investments expected to produce higher returns, such as equity securities, with the need to control risk within the pension plans using less volatile investment assets, such as debt securities. A strategy of more equity-oriented allocation is adopted for those plans that have a longer-term investment plan based on the timing of the associated benefit obligations.
Risks associated with the plan assets include interest rate fluctuation risk, market fluctuation risk, risk of default by debt issuers, and liquidity risk. To manage these risks, the assets are managed by established, professional investment firms and performance is evaluated regularly by the Company’s investment committee against specific benchmarks and each plan’s investment objectives. Liability management and asset class diversification are central to the Company’s risk management approach and overall investment strategy.
The assets of the U.S. plans are invested in actively managed mutual funds. The assets of the plans in the United Kingdom and Japan are invested in actively managed pooled investment funds. Each individual mutual fund or pooled investment fund has been selected based on the investment strategy of the related plan, which mirrors a specific asset class within the associated target allocation. The plans in Germany are unfunded and have no plan assets. Pension plan assets at September 30, 2025 and 2024 do not include any direct investment in Woodward’s common stock.
The asset allocations are monitored and rebalanced regularly by investment managers assigned to the individual pension plans. The actual allocations of pension plan assets and target allocation ranges by asset class are as follows:
At September 30,
2025
2024
Percentage of Plan
Assets
Target Allocation
Ranges
Percentage of Plan
Assets
Target Allocation
Ranges
United States:
Asset Class
Equity Securities
31.6 %
2.1 %
—
51.1 %
30.5 %
2.3 %
—
51.1 %
Debt Securities
67.2 %
58.9 %
—
96.8 %
67.6 %
58.9 %
—
96.7 %
Other
1.2 %
0.0 %
1.9 %
0.0 %
100.0 %
100.0 %
United Kingdom:
Asset Class
Debt Securities
0.0 %
0.0 %
95.8 %
90.0 %
—
100.0 %
Insurance Contract
76.2 %
90.0 %
—
100.0 %
0.0 %
0.0 %
Other
23.8 %
0.0 %
—
10.0%
4.2 %
0.0 %
—
10.0 %
100.0 %
100.0 %
Japan:
Asset Class
Equity Securities
40.8 %
36.0 %
—
44.0 %
39.7 %
36.0 %
—
44.0 %
Debt Securities
58.3 %
55.0 %
—
63.0 %
59.4 %
55.0 %
—
63.0 %
Other
1.0 %
0 %
—
2.0 %
0.9 %
0.0 %
—
2.0 %
100.0 %
100.0 %
Actual allocations to each asset class can vary from target allocations due to periodic market value fluctuations, investment strategy changes, and the timing of benefit payments and contributions.
82
The following tables present Woodward’s pension plan assets using the fair value hierarchy established by U.S. GAAP:
At September 30, 2025
Level 1
Level 2
Level 3
United
States
Other
Countries
United
States
Other
Countries
United
States
Other
Countries
Total
Asset Category:
Cash and cash equivalents
$
2,181
$
11,332
$
—
$
—
$
—
$
—
$
13,513
Mutual funds:
U.S. corporate bond fund
120,010
—
—
—
—
—
120,010
U.S. equity large cap fund
35,001
—
—
—
—
—
35,001
International equity large cap growth fund
21,391
—
—
—
—
—
21,391
Pooled funds:
Japanese equity securities
—
—
—
2,000
—
—
2,000
International equity securities
—
—
—
1,818
—
—
1,818
Japanese fixed income securities
—
—
—
4,046
—
—
4,046
International fixed income securities
—
—
—
1,397
—
—
1,397
Insurance Contracts:
U.K. Insurance contract
—
—
—
—
—
35,965
35,965
Total assets
$
178,583
$
11,332
$
—
$
9,261
$
—
$
35,965
$
235,141
At September 30, 2024
Level 1
Level 2
Level 3
United
States
Other
Countries
United
States
Other
Countries
United
States
Other
Countries
Total
Asset Category:
Cash and cash equivalents
$
3,370
$
2,130
$
—
$
—
$
—
$
—
$
5,500
Mutual funds:
U.S. corporate bond fund
121,581
—
—
—
—
—
121,581
U.S. equity large cap fund
33,454
—
—
—
—
—
33,454
International equity large cap growth fund
21,512
—
—
—
—
—
21,512
Pooled funds:
Japanese equity securities
—
—
—
1,939
—
—
1,939
International equity securities
—
—
—
1,786
—
—
1,786
Japanese fixed income securities
—
—
—
4,157
—
—
4,157
International fixed income securities
—
—
—
1,409
—
—
1,409
Index linked U.K. corporate bonds fund
—
—
—
17,085
—
—
17,085
Index linked U.K. government securities fund
—
—
—
12,049
—
—
12,049
Index linked U.K. long-term government securities fund
—
—
—
14,924
—
—
14,924
Index U.K. long-term government securities fund
—
—
—
1,997
—
—
1,997
Total assets
$
179,917
$
2,130
$
—
$
55,346
$
—
$
—
$
237,393
Cash and cash equivalents : Cash and cash equivalents held by the Company’s pension plans are held on deposit with creditworthy financial institutions. The fair value of the cash and cash equivalents are based on the quoted market price of the respective currency in which the cash is maintained.
Pension assets invested in mutual funds : The assets of the Company’s U.S. pension plans are invested in various mutual funds, which invest in both equity and debt securities. The fair value of the mutual funds is determined based on the quoted market price of each fund.
Pension assets invested in pooled funds : The assets of the Company’s Japan and United Kingdom pension plans are invested in pooled investment funds, which include both equity and debt securities. The assets of the United Kingdom pension plan are invested in index-linked pooled funds, which aim to replicate the movements of an underlying market index to which the fund is linked. Fair value of the pooled funds is based on the net asset value of shares held by the plan as reported by the fund sponsors. All pooled funds held by plans outside of the United States are considered to be invested in international equity and debt securities. Although the underlying securities may be largely domestic to the plan holding the investment assets, the underlying assets are considered international from the perspective of the Company.
83
Insurance contracts: In August 2025, the Trustee Board of the U.K. defined benefit pension plan entered into an agreement with an insurance company for a “buy-in” insurance contract, for its U.K. defined benefit pension plan to reduce retirement plan risk, while delivering promised benefits to plan participants. This transaction allows the Company to reduce volatility by removing investment, longevity, mortality, interest rate and inflation risk upon the transfer of substantially all of the pension plan assets to the insurer in exchange for the insurance contract. At this time the Company retains both the fair value of the contract within plan assets and the pension benefit obligations related to these participants. The fair value of the buy-in insurance contract is based on the calculated pension benefit obligations covered. The fair value of plan assets categorized as Level 3 during fiscal year 2025 are related to the purchase of the buy-in insurance contract. The Company anticipates an annuity purchase or a “buy-out” will likely occur within the next fiscal year or shortly thereafter, which will trigger a pension settlement that will result in all plan balances, including accumulated pension components within other comprehensive income, being charged to expense as a noncash settlement charge.
Other postretirement benefit plans
Woodward provides other postretirement benefits to its members, including postretirement medical benefits and life insurance benefits. Postretirement medical benefits are provided to certain current and retired members and their covered dependents and beneficiaries in the United States. Benefits include the option to elect company provided medical insurance coverage to age 65 and a Medicare supplemental plan after age 65 . Life insurance benefits are also provided to certain retirees in the United States under frozen plans that are no longer available to current members. A September 30 measurement date is utilized to value plan assets and obligations for Woodward’s other postretirement benefit plans.
The postretirement medical benefit plans, other than the plan assumed in an acquisition in fiscal year 2009, were frozen in fiscal year 2006, and no additional members may participate in the plans. Generally, members who had attained age 55 and had rendered 10 or more years of service before the plans were frozen were eligible for these postretirement medical benefits.
Certain participating retirees are required to contribute to the plans in order to maintain coverage. The plans provide postretirement medical benefits for approximately three retired members and their covered dependents and beneficiaries and may provide future benefits to 304 active members and their covered dependents and beneficiaries, upon retirement, if the members elect to participate. All the postretirement medical plans are fully insured for retirees who have attained age 65 .
The actuarial assumptions used in measuring the net periodic benefit cost and plan obligations of postretirement benefits were as follows:
At September 30,
2025
2024
2023
Weighted-average discount rate used to determine benefit obligation
5.30
%
5.00
%
6.25
%
Weighted-average discount rate used to determine net periodic benefit cost
5.00
6.25
5.70
The discount rate assumption is intended to reflect the rate at which the postretirement benefits could be effectively settled based upon the assumed timing of the benefit payments.
Woodward used a bond portfolio matching analysis based on recently traded, non-callable bonds rated AA or better that have at least $50 million outstanding to determine the benefit obligations at year end .
Mortality assumptions are based on published mortality studies developed primarily based on past experience of the broad population and modified for projected longevity trends. The projected benefit obligations in the United States as of September 30, 2025 and September 30, 2024 were based on the SOA Pri-2012 Mortality Tables Report using the SOA’s MP-2019 and projected forward using a custom projection scale based on MP-2019 with a five-year convergence period and a long-term rate of 0.75 %.
Assumed healthcare cost trend rates at September 30 were as follows:
2025
2024
Health-care cost trend rate assumed for next year
7.00
%
6.00
%
Rate to which the cost trend rate is assumed to decline
(the ultimate trend rate)
5.00
%
5.00
%
Year that the rate reaches the ultimate trend rate
2033
2030
84
Net periodic benefit costs consist of the following components reflected as expense in Woodward’s Consolidated Statements of Earnings:
Year Ended September 30,
2025
2024
2023
Service cost
$
—
$
—
$
1
Interest cost
717
902
904
Amortization of:
Net gain
( 441
)
( 555
)
( 495
)
Net periodic cost
$
276
$
347
$
410
The following table provides a reconciliation of the changes in the accumulated postretirement benefit obligation and fair value of assets for the postretirement benefits:
Year Ended September 30,
2025
2024
Changes in accumulated postretirement benefit obligation:
Accumulated postretirement benefit obligation at beginning of year
$
15,203
$
15,336
Service cost
—
—
Interest cost
717
902
Premiums paid by plan participants
753
834
Net actuarial (gain) loss
( 278
)
597
Benefits paid
( 2,202
)
( 2,466
)
Accumulated postretirement benefit obligation at end of year
$
14,193
$
15,203
Changes in fair value of plan assets:
Fair value of plan assets at beginning of year
$
—
$
—
Contributions by the company
1,449
1,632
Premiums paid by plan participants
753
834
Benefits paid
( 2,202
)
( 2,466
)
Fair value of plan assets at end of year
$
—
$
—
Funded status at end of year
$
( 14,193
)
$
( 15,203
)
The following tables provide the amounts recognized in the Consolidated Balance Sheets and accumulated other comprehensive (earnings) losses for the postretirement plans:
Year Ended September 30,
2025
2024
Amounts recognized in Consolidated Balance Sheets consist of:
Accrued liabilities
$
( 1,576
)
$
( 1,668
)
Other non-current liabilities
( 12,617
)
( 13,535
)
Funded status at end of year
$
( 14,193
)
$
( 15,203
)
Amounts recognized in accumulated other comprehensive income consist of:
Unrecognized net prior service cost (benefit)
$
—
$
—
Unrecognized net gains
( 5,097
)
( 5,260
)
Total amounts recognized
( 5,097
)
( 5,260
)
Deferred taxes
968
1,009
Amounts recognized in accumulated other comprehensive (earnings)
$
( 4,129
)
$
( 4,251
)
Woodward pays plan benefits from its general funds; therefore, there are no segregated plan assets as of September 30, 2025 or September 30, 2024.
The accumulated benefit obligations of the Company’s postretirement plans were $ 14,193 at September 30, 2025 and $ 15,203 at September 30, 2024. The largest contributor to the actuarial gain affecting the Company’s postretirement plans accumulated benefit obligations was an increase in the discount rate.
85
The following table reconciles the changes in accumulated other comprehensive (earnings) losses for the other postretirement benefit plans:
Year Ended September 30,
2025
2024
Beginning of year
$
( 5,260
)
$
( 6,412
)
Net (gain) loss
( 278
)
597
Amortization of:
Net gain
441
555
End of year
$
( 5,097
)
$
( 5,260
)
Using expected future service, it is anticipated that the future Company contributions to pay benefits for other postretirement benefit plans, excluding participate contributions, will be as follows:
Year Ending September 30,
2026
$
2,379
2027
2,318
2028
2,251
2029
2,176
2030
2,087
2031-2035
8,751
Note 21. Stockholders’ equity
Common stock and treasury stock
Activity in common stock and treasury stock shares were as follows:
Common Stock
Treasury Stock
Treasury stock held for deferred compensation
Balances as of September 30, 2022
72,960
( 13,207
)
( 139
)
Purchase of treasury stock
—
( 1,060
)
—
Sales of treasury stock
—
1,009
—
Common shares issued for benefit plans
—
188
—
Purchases of stock by deferred compensation
—
—
( 2
)
Distribution of stock from deferred compensation
—
—
86
Balances as of September 30, 2023
72,960
( 13,070
)
( 55
)
Balances as of September 30, 2023
72,960
( 13,070
)
( 55
)
Purchase of treasury stock
—
( 2,236
)
—
Sales of treasury stock
—
1,360
—
Common shares issued for benefit plans
—
159
—
Purchases of stock by deferred compensation
—
—
( 1
)
Distribution of stock from deferred compensation
—
—
11
Balances as of September 30, 2024
72,960
( 13,787
)
( 45
)
Balances as of September 30, 2024
72,960
( 13,787
)
( 45
)
Purchase of treasury stock
—
( 864
)
—
Sales of treasury stock
—
1,460
—
Common shares issued for benefit plans
—
131
—
Purchases of stock by deferred compensation
—
—
( 1
)
Distribution of stock from deferred compensation
—
—
18
Balances as of September 30, 2025
72,960
( 13,060
)
( 28
)
Stock repurchase program
In January 2022, the Board authorized a program for the repurchase of up to $ 800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period ending in
86
January 2024 (the “2022 Authorization”). During fiscal year 2023, we repurchased 1,060 shares of our common stock for $ 126,380 under the 2022 Authorization.
In January 2024, the Board terminated the 2022 Authorization, which was nearing expiration, and concurrently authorized a new program for the repurchase of up to $ 600,000 of Woodward's outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period ending in January 2027 (the "2024 Authorization"). During fiscal year 2025, we repurchased 864 shares of our common stock for $ 170,083 under the 2024 Authorization. During fiscal year 2024, we repurchased 2,236 shares of our common stock for $ 390,819 under the 2024 Authorization.
On November 20, 2025, the Board approved a new $ 1,800,000 , three-year share repurchase authorization. The Company completed its prior $ 600,000 authorization in November 2025. The shares may be repurchased from time to time using various methods, subject to market conditions and the Company’s discretion. The new authorization does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.
Stock-based compensation
Provisions governing non-qualified stock option awards ("stock options" or "options"), restricted stock units ("RSUs"), and performance restricted stock units ("PSUs") are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”).
The 2017 Plan was approved by Woodward’s stockholders in January 2017. The Board delegated authority to administer the 2017 Plan to the Human Capital & Compensation Committee of the Board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards. Under the 2017 Plan, there were approximately 5,031 shares of Woodward’s common stock available for future grants as of September 30, 2025.
Stock options
Stock option awards are granted with an exercise price equal to the market price of Woodward's stock at the date the grants are awarded, a 10 -year term, and generally have a four-year vesting schedule at a rate of 25 % per year.
The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model 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.
Year Ended September 30,
2025
2024
2023
Weighted-average exercise price per share
$
191.45
$
137.36
$
84.84
Expected term (years)
6.6
-
8.7
6.6
-
8.7
6.6
-
8.8
Estimated volatility
35.2
%
-
38.2
%
35.0
%
-
37.6
%
34.7
%
-
37.6
%
Estimated dividend yield
0.6
%
-
0.6
%
0.7
%
-
0.7
%
0.7
%
-
0.9
%
Risk-free interest rate
3.8
%
-
4.4
%
4.2
%
-
4.4
%
3.4
%
-
4.4
%
The weighted average grant date fair value of options granted follows:
Year Ended September 30,
2025
2024
2023
Weighted-average grant date fair value of options
$
83.65
$
58.34
$
34.19
87
The following is a summary of the activity for stock option awards during the fiscal year ended September 30, 2025:
Number of options
Weighted-
Average Exercise
Price Per Share
Balance at September 30, 2024
3,578
$
86.03
Granted
41
191.45
Exercised
( 1,364
)
80.49
Forfeited
( 6
)
103.52
Balance at September 30, 2025
2,249
$
91.25
Changes in non-vested stock options during the fiscal year ended September 30, 2025 were as follows:
Number of options
Weighted-
Average Grant
Date Fair Value
Per Share
Balance at September 30, 2024
898
$
37.30
Granted
41
83.65
Vested
( 459
)
35.08
Forfeited
( 7
)
40.97
Balance at September 30, 2025
473
$
43.40
Information about stock options that have vested, or are expected to vest, and are exercisable at September 30, 2025 was as follows:
Number of options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Life in Years
Aggregate
Intrinsic
Value
Options outstanding
2,249
$
91.25
5.0
$
363,126
Options vested and exercisable
1,776
86.74
4.4
294,766
Options vested and expected to vest
2,238
91.03
5.0
361,894
Other information follows:
Year Ended September 30,
2025
2024
2023
Total fair value of stock options vested
$
16,006
$
18,527
$
24,388
Total intrinsic value of options exercised
167,121
115,198
67,203
Cash received from exercises of stock options
104,578
89,875
50,749
Excess tax benefit realized from exercise of stock options
22,950
17,939
12,595
Restricted stock units
The Company generally grants RSUs to eligible members under its form RSU agreement for employees and consultants (the “Standard Form RSU Agreement”). RSUs granted under the Standard Form RSU Agreement prior to November 14, 2023, generally have a four-year vesting schedule at a rate of 25 % per year, and RSUs granted after November 14, 2023 have a three-year vesting schedule at a rate of 33.3 % per year, in each case generally subject to continued employment. The fair value of RSUs granted are estimated using the closing price of the Company’s stock on the grant date.
The Company has also granted RSUs to certain members under its form attraction and retention RSU agreement (the “Form Attraction and Retention RSU Agreement”), which has from time to time been used for new hires and specific retention purposes. RSUs granted under the Form Attraction and Retention RSU Agreement are generally scheduled to fully vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment.
88
A summary of the activity for RSUs:
Number of units
Weighted-Average Grant Date Fair Value
Balance at September 30, 2024
318
$
118.19
Granted
124
194.40
Vested
( 123
)
116.93
Forfeited
( 10
)
149.06
Balance at September 30, 2025
309
$
148.31
Performance restricted stock units
The Company grants PSUs to certain eligible members under the form PSU agreement that generally will vest subject to a market condition and a service condition through the performance period. The market condition associated with the awards is based on the Company's relative total shareholder return ("TSR") compared to the TSR generated by the other companies that comprise the S&P 400 Midcap Index over a three-year performance period. Performance at target will result in vesting and issuance of the number of PSUs granted, equal to 100 % payout. Performance below or above target can result in an issuance of between 0 % to 150 % of the target number of PSUs granted. Expense is recognized based on the weighted average grant date fair value on a straight line basis over the service period, irrespective as to whether the market condition is achieved.
The fair value of the PSUs at the grant date was determined based upon a Monte Carlo valuation method. The assumptions used in the Monte Carlo method to value the PSUs granted, which includes the grant date fair value outcome from the Monte Carlo method, were as follows:
September 30, 2025
September 30, 2024
Expected volatility
30.9
%
30.2
%
Risk free interest rate
4.1
%
4.5
%
Expected life
3 years
3 years
Grant date fair value
$
196.63
$
146.47
The PSUs granted receive dividend equivalent units; therefore, no discount was applied for Woodward’s dividends.
A summary of the activity for PSUs:
Number of units
Weighted-Average Grant Date Fair Value
Beginning balance
62
$
146.47
Granted
44
196.63
Forfeited
( 2
)
173.47
Ending balance
104
$
167.17
Stock-based compensation expense
Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to the form agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the stated-vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some grants can be accelerated to a period of less than the stated vesting period, including immediate recognition of stock-based compensation expense on the date of grant.
Stock-based compensation expense recognized was as follows:
Year Ended September 30,
2025
2024
2023
Stock-based compensation expense
$
31,674
$
33,052
$
23,958
In connection with executive separations and release agreements entered into by the Company, Woodward recognized an additional $ 1,682 and $ 1,265 of stock-based compensation expense, before tax, during fiscal year 2024 and fiscal year 2023, respectively.
89
At September 30, 2025 , there was approximately $ 32,896 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including stock option s, restricted stock units, and performance stock units. The pre-vesting forfeiture rates for purposes of determining stock-base d compensation expense recognized were estimated to be 0.0 % for members of Woodward’s Board and 7.4 % for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.54 years.
Note 22. Commitments and contingencies
Woodward enters into unconditional purchase obligation arrangements (i.e., issuance of purchase orders, obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as "take-or-pay" contracts) in the normal course of business to ensure that adequate levels of sourced product are available to Woodward. Future minimum unconditional purchase obligations are as follows:
Year Ending September 30:
2026
$
640,763
2027
89,718
2028
3,302
2029
171
2030
64,620
Thereafter
2
Total
$
798,576
The U.S. Government, and other governments, may terminate any of Woodward’s government contracts (and, in general, subcontracts) at their convenience, as well as for default based on specified performance measurements. If any of Woodward’s government contracts were to be terminated for convenience, the Company generally would be entitled to receive payment for work completed and allowable termination or cancellation costs. If any of Woodward’s government contracts were to be terminated for Woodward’s default, the U.S. Government generally would pay only for the work accepted and could require Woodward to pay the difference between the original contract price and the cost to re-procure the contract items, net of the work accepted from the original contract. The U.S. Government could also hold Woodward liable for damages resulting from the default.
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 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.
90
Note 23. Segment information
Woodward’s segments are composed of similar product groupings that serve the same or similar end markets. Based on this approach, Woodward has two reportable segments that are also its operating segments: Aerospace and Industrial, as described below in further detail. Woodward uses segment information internally to manage its business, including the assessment of segment performance and decisions for the allocation of resources between segments.
Our Aerospace segment designs, manufactures, and services systems and products for the management of fuel, air, combustion, and motion control. These products include fuel pumps, metering units, actuators, air valves, specialty valves, fuel nozzles, and thrust reverser actuation systems for turbine engines and nacelles, as well as flight deck controls, actuators, servocontrols, motors, and sensors for aircraft. These products are used on commercial and private aircraft and rotorcraft, as well as on military fixed-wing aircraft and rotorcraft, guided weapons, and other defense systems.
Our Industrial segment designs, produces, and services systems and products for the management of energy in the form of fuel, air, fluids, gases, motion, combustion, and electricity. These products include actuators, valves, pumps, fuel injection systems, solenoids, ignition systems, control systems, electronics and software, and sensors. Our products are used on industrial gas turbines (including heavy frame, aeroderivative, and small industrial gas turbines), steam turbines, compressors, and reciprocating engines (including low speed, medium speed, and high-speed engines that operate on various fuels, including natural gas, diesel, heavy fuel oil, and new lower carbon alternative fuels in both single and dual-fuel applications). The equipment on which our products are found is used to: generate power; to extract, distribute, and refine energy sources; to mine other commodities; and to convert fuel to work in transportation and freight (both marine and locomotives), mobile, and industrial equipment applications.
Nonsegment expenses consist of corporate office expenses, including compensation, benefits, depreciation, and other administrative costs.
The accounting policies of the reportable segments are the same as those of the Company. The Aerospace and Industrial segments maintain separate financial information that is reviewed by the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on reportable segment operating profit. In connection with that assessment, Woodward generally excludes matters such as certain charges for restructuring, interest income and expense, certain gains and losses from asset dispositions, or other unusual and/or non-operationally related expenses .
91
A summary of consolidated net sales and segment operating profit by segment follows:
Year Ended September 30,
2025
Aerospace
Industrial
Total
Net sales
$
2,312,806
$
1,254,258
$
3,567,064
Cost of goods sold
1,687,214
914,520
2,601,734
Selling, general and administrative expenses
87,136
107,205
194,341
Research and development costs
87,302
53,850
141,152
Other segment items 1
( 55,459
)
( 3,841
)
( 59,300
)
Reportable segment operating profit
$
506,613
$
182,524
$
689,137
Year Ended September 30,
2024
Aerospace
Industrial
Total
Net sales
$
2,028,618
$
1,295,631
$
3,324,249
Cost of goods sold
1,517,239
923,953
2,441,192
Selling, general and administrative expenses
85,103
100,758
185,861
Research and development costs
90,138
44,759
134,897
Other segment items 1
( 49,222
)
( 3,696
)
( 52,918
)
Reportable segment operating profit
$
385,360
$
229,857
$
615,217
Year Ended September 30,
2023
Aerospace
Industrial
Total
Net sales
$
1,768,103
$
1,146,463
$
2,914,566
Cost of goods sold
1,362,124
855,900
2,218,024
Selling, general and administrative expenses
78,910
87,637
166,547
Research and development costs
80,825
44,296
125,121
Other segment items 1
( 43,860
)
( 2,992
)
( 46,852
)
Reportable segment operating profit
$
290,104
$
161,622
$
451,726
(1) Other segment items mainly includes our equity interest in the earnings of the JV, other components of net periodic pension and other postretirement benefit, excluding service cost and interest expense, and net gain/loss on sales of assets and businesses.
A summary of consolidated earnings before income taxes was as follows:
Year Ended September 30,
2025
2024
2023
Reportable segment operating profit
$
689,137
$
615,217
$
451,726
Nonsegment expenses
( 126,226
)
( 119,745
)
( 130,811
)
Interest expense, net
( 41,500
)
( 41,501
)
( 45,147
)
Consolidated earnings before income taxes
$
521,411
$
453,971
$
275,768
92
Segment assets consist of accounts receivable, inventories, property, plant, and equipment, net, goodwill, and other intangibles, net. A summary of consolidated total assets, consolidated depreciation and amortization, and consolidated capital expenditures were as follows:
Year Ended September 30,
2025
2024
2023
Segment assets:
Aerospace
$
2,110,805
$
1,936,507
$
1,829,410
Industrial
1,501,503
1,509,495
1,490,341
Unallocated corporate property, plant and equipment, net
120,502
120,946
104,962
Other unallocated assets
897,333
801,967
585,490
Consolidated total assets
$
4,630,143
$
4,368,915
$
4,010,203
Segment depreciation and amortization:
Aerospace
$
51,603
$
55,305
$
59,880
Industrial
49,480
49,779
51,167
Unallocated corporate amounts
12,195
11,086
8,696
Consolidated depreciation and amortization
$
113,278
$
116,170
$
119,743
Segment capital expenditures:
Aerospace
$
62,892
$
55,989
$
56,913
Industrial
42,305
41,930
21,855
Unallocated corporate amounts
25,731
( 1,639
)
( 2,268
)
Consolidated capital expenditures
$
130,928
$
96,280
$
76,500
Property, plant, and equipment, net by geographical area, as determined by the physical location of the assets, were as follows:
At September 30,
2025
2024
United States
$
841,528
$
827,242
Germany
109,403
87,970
Other countries
35,692
25,503
Consolidated property, plant and equipment, net
$
986,623
$
940,715
We had no customers who accounted for 10% or more of our consolidated net sales for the fiscal years ended September 30, 2025 and September 30, 2024. Sales to GE were 12 % of our consolidated net sales, and sales to RTX Corporation were 10 % of our consolidated net sales for the fiscal year ended September 30, 2023. Sales to GE were made by both of Woodward’s operating segments, and sales to RTX Corporation were made by our Aerospace segment.
93
U.S. Government related sales from Woodward’s reportable segments were as follows:
Direct U.S.
Government
Sales
Indirect U.S.
Government
Sales
Total U.S.
Government
Related Sales
Fiscal year ended September 30, 2025
Aerospace
$
95,147
$
598,254
$
693,401
Industrial
6,903
17,305
24,208
Total net external sales
$
102,050
$
615,559
$
717,609
Percentage of total net sales
3
%
17
%
20
%
Fiscal year ended September 30, 2024
Aerospace
$
107,978
$
443,370
$
551,348
Industrial
9,039
10,273
19,312
Total net external sales
$
117,017
$
453,643
$
570,660
Percentage of total net sales
3
%
14
%
17
%
Fiscal year ended September 30, 2023
Aerospace
$
99,848
$
363,835
$
463,683
Industrial
7,524
14,840
22,364
Total net external sales
$
107,372
$
378,675
$
486,047
Percentage of total net sales
4
%
13
%
17
%
Item 9. Changes in and Disag reements with Accountants on Accounting and Financial Disclosure
There have been no disagreements or any reportable events requiring disclosure under Item 304(b) of Regulation S-K.
Item 9A. 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 Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Charles Blankenship, Jr., Chairman of the Board and Chief Executive Officer) and Principal Financial and Accounting Officer (William Lacey, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures.
Charles Blankenship, Jr. and William Lacey evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on their evaluations, they concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) for the Company. Our management has evaluated the effectiveness of internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and, based on that evaluation, concluded that the Company’s internal control over financial reporting was effective at a reasonable assurance level as of September 30, 2025, the end of the Company’s most recent fiscal year.
Deloitte & Touche LLP (PCAOB ID No. 34 ), an independent registered public accounting firm, conducted an audit of Woodward’s internal control over financial reporting as of September 30, 2025 as stated in their attestation report included in “Item 8 – Financial Statements and Supplementary Data.”
Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and
94
the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
There have been no changes in our internal control over financial reporting during the fourth fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Othe r Information
Amendment of Bylaws
On November 19, 2025, the Board approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: (i) enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; (ii) add procedural and disclosure requirements for stockholder-requested special meetings; (iii) provide eligible stockholders access to include nominees in the Company’s proxy statement for any annual meeting of stockholders, subject to certain requirements; (iv) clarify the powers of the chair of a stockholder meeting to regulate conduct at and to adjourn such meeting; (v) require director candidates to make themselves available for interviews with members of the Board; and (vi) make various other updates, including ministerial and conforming changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Insider Trading Arrangements Intended to Satisfy the Affirmative Defense of Rule 10b5-1(c)
During the three months ended September 30, 2025, two officers of the Company entered into trading plans pursuant to Rule 10b5-1 of the Exchange Act intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (each such trading plan, a "Plan"), as discussed below.
On July 30, 2025 , Thomas Cromwell , Executive Vice President and Chief Operating Officer , entered into a Plan that provides for the exercise of up to 30,000 non-qualified stock options and sale of the net shares of common stock of the Company received upon exercise. Mr. Cromwell’s plan terminates on June 1, 2026 , for a duration of 306 days .
On September 3, 2025 , Terence Voskuil , our then- incumbent Executive Vice President and President , Aerospace, entered into a Plan that provides for the exercise of up to 17,300 non-qualified stock options and sale of the net shares of common stock of the Company received upon exercise. Mr. Voskuil's Plan terminates on May 29, 2026 , for a duration of 268 days . As of October 1, 2025, Mr. Voskuil transitioned into the role of Executive Vice President, Chief Technology Officer, Aerospace. Mr. Voskuil is no longer an officer of the Company, as defined in Rule 16a-1(f).
During the quarter ended September 30, 2025 , no other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S- K.
Ite m 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
95
PART III
The information required by Items 10, 11, 12, 13, and 14 of Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on January 28, 2026 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Item 10. Directors, Executive Off icers and Corporate Governance
Except as set forth below, the information required by this item is included under the captions “Proposal 1: Election of Directors,” “Board Meetings and Committees – Audit Committee,” "Executive Officers," "Executive Compensation - Compensation Policies and Practices," "Stock Ownership of Directors and Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports" in our Proxy Statement related to the Annual Meeting of Stockholders to be held virtually on January 28, 2026 (the "Proxy Statement") and is incorporated herein by reference. There have been no material changes to the procedures by which security holders may recommend nominees to our Board.
Our Board has adopted a Code of Business Conduct and Ethics for directors, officers, and members. We have also adopted a Code of Ethics for Senior Financial Officers and Other Finance Members. These codes are posted on our website. The Internet address for our website is www.woodward.com, and the codes may be found from our main web page by clicking first on “Investors,” then on “Governance” then on "Governance Documents" and then on “Woodward Codes of Business Conduct and Ethics.”
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K and the Nasdaq listing rules regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information to our website, at the address and location specified above.
Item 11. Executi ve Compensation
Information required by this item is under the captions “Non-Employee Director Compensation,” “Board Meetings and Committees – Human Capital & Compensation Committee – Human Capital & Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Board Meetings and Committees – Human Capital & Compensation Committee – Risk Assessment” in our Proxy Statement, and is incorporated herein by reference, except the section captioned “Compensation Committee Report on Compensation Discussion and Analysis” is hereby “furnished” and not “filed” with this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
Information required by this item is under the tables captioned “Stock Ownership of Directors & Executive Officers,” “Persons Owning More Than 5% of Woodward Common Stock,” and “Executive Compensation – Equity Compensation Plan Information” in our Proxy Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item is under “Related Person Transaction Policies and Procedures” and “Proposal 1: Election of Directors” in our Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accou ntant Fees and Services
Information required by this item is under the captions “Audit Committee Matters – Audit Committee’s Pre-Approval Policy and Procedures” and “Audit Committee Matters – Fees Paid to Independent Registered Public Accounting Firm” in our Proxy Statement, and is incorporated herein by reference.
96
PA RT I V
Item 15. Exhibits and Fina ncial Statement Schedules
Page Number in Form 10-K
(a)
(1)
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
42
Consolidated Statements of Earnings for the fiscal years ended September 30, 2025, 2024, and 2023
45
Consolidated Statements of Comprehensive Earnings for the fiscal years ended September 30, 2025, 2024, and 2023
46
Consolidated Balance Sheets at September 30, 2025 and 2024
47
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2025, 2024, and 2023
48
Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2025, 2024, and 2023
49
Notes to Consolidated Financial Statements
50
Financial statements and schedules other than those listed above are omitted for the reason that they are not applicable, are not required, or the information is included in the financial statements or the footnotes.
(a)
(2)
Exhibits Filed as Part of This Report:
2.1
Share Purchase Agreement relating to the sale and purchase of all shares in L’Orange GmbH and Fluid Mechanics LLC dated April 8, 2018, filed as Exhibit 2.1 to Quarterly Report on Form 10-Q filed on August 8, 2018
*
3.1
Amended and Restated Bylaws, effective as of November 19, 2025
3.2
Restated Certificate of Incorporation, as amended October 3, 2007, filed as Exhibit 3(i)(a) to Annual Report on Form 10-K filed November 20, 2008
3.3
Certificate of Amendment of Certificate of Incorporation, dated January 23, 2008, filed as Exhibit 3(i)(b) to Annual Report on Form 10-K filed November 20, 2008
3.4
Certificate of Amendment of the Restated Certificate of Incorporation, dated January 26, 2011, filed as Exhibit 3.1 to Current Report on Form 8-K filed January 28, 2011
3.5
Certificate of Designation of Rights, Preferences and Privileges of Series B Preferred Stock, filed as Exhibit 3.1 to Current Report on Form 8-K filed April 6, 2020
4.1
Form of Common Stock Certificate, filed as Exhibit 4.1 to Annual Report on Form 10-K filed on November 26, 2024
4.2
Description of Capital Stock, filed as Exhibit 4.2 to Annual Report on Form 10-K filed on November 26, 2024
10.1
2017 Omnibus Incentive Plan, as amended January 25, 2023, filed as Exhibit 99.1 to Current Report on Form 8-K filed January 31, 2023
*^
10.2
Woodward, Inc. Enterprise Incentive Plan, dated November 18, 2025
*
10.3
Woodward Executive Benefit Plan, as amended and restated as of December 5, 2022
97
*
10.4
Woodward Retirement Savings Plan, as amended and restated effective as of January 1, 2024
10.5
Amended and Restated Executive Severance and Change in Control Agreement filed as Exhibit 10.29 to Annual Report on Form 10-K filed November 19, 2021
10.6
Thomas Cromwell employment offer letter dated January 30, 2019, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 8, 2019
10.7
Charles Blankenship Jr. employment offer letter dated April 19th, 2022, filed as Exhibit 10.3 to Quarterly Report on Form 10-Q filed on May 6, 2022
10.8
William Lacey Offer Letter dated March 30, 2023, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed August 4th, 2023
10.9
Randall Hobbs Offer Letter dated October 7, 2022, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q, filed February 2, 2024
10.10
Separation Agreement dated March 14, 2024 by and between Woodward, Inc. and A. Christopher Fawzy, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 3, 2024
10.11
Purchase and Sale Agreement between Woodward, Inc. and General Electric Company dated January 4, 2016 filed as Exhibit 2.1 to Current Report on Form 8-K filed January 8, 2016
10.12
Amended and Restated Limited Liability Company Agreement of Convergence Fuel Systems, LLC dated January 4, 2016, filed as Exhibit 10.1 to Current Report on Form 8-K filed January 8, 2016
10.13
Frame Development and Purchase Agreement between MTU Friedrichshafen GmbH and L’Orange GmbH, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed August 8, 2018
*
10.14
Conformed Note Purchase Agreement (Series M) dated September 23, 2016 and conformed as of October 23, 2025, by and among the Company and the purchasers named therein
*
10.15
Conformed Note Purchase Agreement (Series N and O) dated September 23, 2016 and conformed as of October 23, 2025, by and among Woodward International Holding, B.V., the Company, and the purchasers named therein
*
10.16
Conformed Note Purchase Agreement (2018 Notes) dated May 31, 2018 and conformed as of October 23, 2025, by and among the Company and the purchasers named therein
10.17
Second Amended and Restated Credit Agreement dated October 21, 2022, by and among the Company, certain foreign subsidiaries borrowers of the Company from time to time parties thereto, the institutions from time-to-time party thereto, as lenders, and Wells Fargo Bank, National Association, as administrative agent filed as Exhibit 10.31 to Annual Report on Form 10-K, filed on November 18, 2022
*
10.18
Outside Director Compensation Policy dated October 1, 2025
10.19
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors dated November 14, 2023, filed as Exhibit 10.34 to Annual Report on Form 10-K, filed on November 17, 2023
10.20
Form RSU Agreement for Non-Employee Directors dated November 14, 2023, filed as Exhibit 10.36 to Annual Report on Form 10-K, filed on November 17, 2023
10.21
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, dated September 16, 2024, filed as Exhibit 10.40 to Annual Report on Form 10-K, filed on November 26, 2024
98
10.22
Form of Restricted Stock Unit Agreement for Non-Employee Directors, dated September 16, 2024 filed as Exhibit 10.41 to Annual Report on Form 10-K, filed on November 26, 2024
10.23
Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed January 25, 2017
10.24
Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.40 to Annual Report on Form 10-K filed November 13, 2018
10.25
Form of Non-Qualified Stock Option Agreement for Employees and Consultants dated November 14, 2023, filed as Exhibit 10.33 to Annual Report on Form 10-K, filed on November 17, 2023
*
10.26
Form of Non-Qualified Stock Option Agreement for Employees and Consultants, dated November 18, 2025
10.27
Form of Restricted Stock Unit Agreement, filed as Exhibit 10.39 to Annual Report on Form 10-K filed November 13, 2018
10.28
Form Restricted Stock Unit Agreement for Employees and Consultants dated November 14, 2023, filed as Exhibit 10.35 to Annual Report on Form 10-K filed on November 17, 2023
*
10.29
Form of Restricted Stock Unit Agreement for Employees and Consultants dated November 18, 2025
10.30
Form Attraction and Retention RSU agreement, filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed May 6, 2022
10.31
Form of Relative TSR Performance Restricted Stock Unit Agreement dated November 14, 2023, filed as Exhibit 10.37 to Annual Report on Form 10-K filed on November 17, 2023
*
10.32
Form of Relative TSR Performance Restricted Stock Unit Agreement dated November 18, 2025
*
10.33
Form of Return on Invested Capital Performance Restricted Stock Unit Agreement dated November 18, 2025
19.1
Trades of Woodward Stock (Insider Trading Policy), filed as Exhibit 19.1 to Annual Report on Form 10-K filed on November 26, 2024
*
21.1
Subsidiaries
*
23.1
Consent of Independent Registered Public Accounting Firm
*
31.1
Rule 13a-14(a)/15d-14(a) certification of Charles Blankenship, Jr.
*
31.2
Rule 13a-14(a)/15d-14(a) certification of William Lacey
*
32.1
Section 1350 certifications
97.1
Clawback Policy, filed as Exhibit 97.1 to Annual Report on Form 10-K filed on November 26, 2024
*
101.INS
Inline XBRL Instance Document.
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
99
*
104
Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101)
Attached as Exhibit 101 to this report are the following materials from Woodward, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to the Consolidated Financial Statements.
Management contract or compensatory plan or arrangement.
Incorporated by reference as an exhibit to this Report (file number 001-39265, unless otherwise indicated).
*
Filed as an exhibit to this Report.
^
Certain schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
Exhibit 32.1 is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10-K Summary
Not applicable.
100
SIGNAT URES
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: November 25, 2025
/s/ Charles Blankenship, Jr.
Charles Blankenship, Jr.
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: November 25, 2025
/s/ William Lacey
William Lacey
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Charles Blankenship, Jr.
Chairman of the Board
November 25, 2025
Charles Blankenship, Jr.
and Director
/s/ Rajeev Bhalla
Director
November 25, 2025
Rajeev Bhalla
/s/ John Cohn
Director
November 25, 2025
John Cohn
/s/ David Hess
Director
November 25, 2025
David Hess
/s/ Daniel Korte
Director
November 25, 2025
Daniel Korte
/s/ Eileen Paterson
Director
November 25, 2025
Eileen Paterson
/s/ Mary Petryszyn
Director
November 25, 2025
Mary Petryszyn
/s/ Gregg Sengstack
Director
November 25, 2025
Gregg Sengstack
/s/ Tana Utley
Director
November 25, 2025
Tana Utley
101