[1]

On June 1, 2018, Woodward acquired L’Orange. Net sales attributable to L’Orange were $87,680, $87,986, $78,517, and $77,826 in the first through fourth quarters of fiscal year 2019, respectively, as compared to $24,878 and $78,027 in the third and fourth quarters of fiscal year 2018, respectively.

[2]

Woodward adopted ASC 606 on October 1, 2018 and elected the modified retrospective transition method. The quarterly results for periods prior to fiscal year 2019 were not adjusted for the new standard. Subsequent to the adoption of ASC 606, Woodward’s management identified an inconsistency in the application of ASC 606. The inconsistency resulted in errors that were cumulatively not material in determining the percentage of completion calculation on over time product revenue recognition, which caused the Condensed Consolidated Financial Statements for the quarters ended December 31, 2018 and March 31, 2019, as well as the cumulative impact of the adoption of ASC 606 on the Condensed Consolidated Balance Sheet as of October 1, 2018, to be misstated by amounts that management concluded were not material (“ASC 606 adoption errors”). To correct the errors for the three-months ended December 31, 2018 and for the three and six-months ended March 31, 2019, Woodward made an out-of-period correction in the three-months ended June 30, 2019. The correction resulted in increases to net sales of $13,614, earnings before income taxes of $8,041, net earnings of $6,037, and diluted earnings per share of $0.09 for the three-months ended June 30, 2019, the majority of which relates to Woodward’s Aerospace segment.

[3]

Related to the L’Orange Acquisition, on May 31, 2018 Woodward issued an aggregate principal amount of $400,000 of senior unsecured notes in a series of private placement transactions and borrowed $167,420 under our revolving credit agreement to fund the acquisition.

[4]

Segment earnings includes the impact of retrospectively applying ASU 2017-07. See Note 2, New Accounting Standards for further details.

[5]

Results for the first through fourth quarters of fiscal year 2019 include, Duarte move related costs of $6,963, $9,161, $7,035, and $3,930, respectively. Results for the second, third and fourth quarters of fiscal year 2018, include, as applicable, pre-tax Duarte move related costs and L’Orange acquisition transaction and integration costs of $1,525, $5,134 and $4,714, respectively.

[6]

Results for the first through third quarters of fiscal year 2019 include pre-tax non-cash charges of $9,511, $8,985, $2,604, respectively, as compared to the third and fourth quarters of fiscal year 2018, which include pre-tax non-cash charges of $8,299 and $26,086, respectively. These costs are associated with the purchase accounting impacts related to the revaluation of the L’Orange inventory recognized in cost of goods sold and the amortization of the backlog intangible.

[7]

Results for the fourth quarter of fiscal year 2019 include pre-tax, non-cash charges of $12,601 related to the impairment of receivables, inventory and certain other assets in connection with Senvion, a significant customer of Woodward renewables business, which declared insolvency in fiscal year 2019.

[8]

Results for the third quarter of fiscal year 2018 include the (i) pre-tax cost associated with an at-the-money forward option of $5,543, (ii) pre-tax warranty and indemnity insurance costs associated with the acquisition of L’Orange of $4,293, and (iii) pre-tax German real estate transfer tax costs associated with the acquisition of L’Orange of $3,385.

[9]

The second quarter of fiscal year 2018 includes pre-tax restructuring charges totaling $17,013, the majority of which relate to the Company’s decision to relocate its Duarte, California operations to the Company’s newly renovated Drake Campus in Fort Collins, Colorado. The remaining restructuring charges recognized during the quarter consist of workforce management costs related to aligning the Company’s industrial turbomachinery business with current market conditions.

[10]

To correct the ASC 606 adoption errors for the three-months ended December 31, 2018 and for the three and six-months ended March 31, 2019, Woodward made an out-of-period correction in the three-months ended June 30, 2019. The correction resulted in increases to net sales of $13,614, earnings before income taxes of $8,041, net earnings of $6,037, and diluted earnings per share of $0.09 for the three-months ended June 30, 2019, the majority of which relates to Woodward’s Aerospace segment.

[11]

Net Industrial segment sales attributable to L’Orange were $87,680, $87,986, $78,517, and $77,825 in the first through fourth quarters of fiscal year 2019, respectively, as compared to $24,878 and $78,027 in the third and fourth quarters of fiscal year 2018, respectively.

[12]

Industrial segment earnings for the first through third quarters of fiscal year 2019 include pre-tax non-cash charges of $9,511, $8,985, $2,604, respectively, as compared to the third and fourth quarters of fiscal year 2018, which include pre-tax non-cash charges of $8,299 and $26,086, respectively. These costs are associated with the purchase accounting impacts related to the revaluation of the L’Orange inventory recognized in cost of goods sold and the amortization of the backlog intangible.

[13]

Nonsegment expenses for the fiscal year ended September 30, 2018 includes restructuring charges of $17,013. See Note 15, Accrued liabilities for further details.