<SEC-DOCUMENT>0001171843-18-002588.txt : 20180409
<SEC-HEADER>0001171843-18-002588.hdr.sgml : 20180409
<ACCEPTANCE-DATETIME>20180409060530
ACCESSION NUMBER:		0001171843-18-002588
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180408
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20180409
DATE AS OF CHANGE:		20180409

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Woodward, Inc.
		CENTRAL INDEX KEY:			0000108312
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRICAL INDUSTRIAL APPARATUS [3620]
		IRS NUMBER:				361984010
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08408
		FILM NUMBER:		18744462

	BUSINESS ADDRESS:	
		STREET 1:		1081 WOODWARD WAY
		CITY:			FORT COLLINS
		STATE:			CO
		ZIP:			80524
		BUSINESS PHONE:		970-482-5811

	MAIL ADDRESS:	
		STREET 1:		1081 WOODWARD WAY
		CITY:			FORT COLLINS
		STATE:			CO
		ZIP:			80524

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WOODWARD GOVERNOR CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k_040918.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd"><html><head></head><body style="FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt"><div style="margin-top: 3pt; margin-bottom: 12pt;"><div style="font-size: 1pt; border-top: Black 2.5pt solid; border-bottom: Black 1.1pt solid; width: 100%;">&#160;</div></div><p style="font-size: 14pt;" align="center"><strong>UNITED STATES</strong><br /><strong>SECURITIES AND EXCHANGE COMMISSION</strong><br /><strong>Washington, D.C. 20549<br /></strong>______________________</p><p style="font-size: 14pt; text-transform: uppercase;" align="center"><strong>Form 8-K<br /></strong>______________________</p><p style="font-size: 12pt;" align="center"><strong>CURRENT REPORT</strong></p><p style="font-size: 12pt;" align="center"><strong>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</strong></p><p align="center">Date of Report (Date of earliest event Reported): <!--April 9, 2018-->April 8, 2018 &#160;</p><p align="center"><strong style="font-size: 14pt;">Woodward, Inc.</strong><br />(Exact Name of Registrant as Specified in Charter)</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td align="center" width="33%"><strong>DELAWARE </strong></td><td align="center" width="34%"><strong>000-8408</strong></td><td align="center" width="33%"><strong>36-1984010</strong></td></tr><tr valign="top"><td align="center" width="33%">(State or Other Jurisdiction of Incorporation)</td><td align="center" width="34%">(Commission File Number)</td><td align="center" width="33%">(I.R.S. Employer Identification Number)</td></tr></table><p>&#160;</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="bottom"><td align="center" width="50%"><strong>1081 Woodward Way, Fort Collins, Colorado 80524<!----></strong></td></tr><tr valign="top"><td align="center" width="50%">(Address of Principal Executive Offices) (Zip Code)</td></tr></table><p align="center"><strong>970-482-5811</strong><br />(Registrant's telephone number, including area code)</p><p align="center"><strong>Not Applicable</strong><br />(Former name or former address, if changed since last report)</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td colspan="3">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<br /><br /></td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</td></tr></table><p><br />Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR &sect;230.405) or Rule&#160;12b-2&#160;of the Securities Exchange Act of 1934 (17 CFR&#160;&sect;240.12b-2).&#160;Emerging growth company [ &#160; ]</p><p>If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ &#160; ]</p><div style="margin-top: 12pt; margin-bottom: 3pt;"><div style="font-size: 1pt; border-top: Black 1.1pt solid; border-bottom: Black 2.5pt solid; width: 100%;">&#160;</div></div><hr style="page-break-after: always;" noshade="noshade" /><p><font style="font-size: 10pt;">  <strong>  </strong></font></p><p><font style="font-size: 10pt;"><strong>Item 1.01. Entry into a Material Definitive Agreement.</strong></font></p><p><font style="font-size: 10pt;"><p>On April 8, 2018, Woodward, Inc., a Delaware corporation (the &#8220;<u>Company</u>&#8221;), and its wholly-owned subsidiary, Woodward Aken GmbH, a limited liability company under German law (collectively, the &#8220;<u>Purchasers</u>&#8221;), entered into a Share Purchase Agreement (the &#8220;<u>Agreement</u>&#8221;) with MTU Friedrichshafen GmbH, a limited liability company under German law (&#8220;<u>MTU</u>&#8221;), and MTU America Inc., a Delaware corporation (together with MTU, the &#8220;<u>Sellers</u>&#8221;), both of which are subsidiaries of Rolls-Royce PLC. Pursuant to the Agreement, the Purchasers agreed to acquire all of the outstanding shares of stock of L&#8217;Orange GmbH, a limited liability company under German Law, together with its wholly-owned subsidiaries in China and Germany, as well as all of the outstanding equity interests of its affiliate, Fluid Mechanics LLC, a Delaware limited liability company (collectively, &#8220;<u>L&#8217;Orange</u>&#8221;).</p><p>L&#8217;Orange, based in Stuttgart, Germany, supplies high-pressure injection technology for diesel, heavy fuel oil and dual fuel engines that power a wide range of industrial applications including marine power and propulsion systems, special-application vehicles, oil and gas processing, and power generation. L&#8217;Orange serves some of the world&#8217;s best known specialist diesel engine manufacturers, including MTU, and other industrial engine builders. MTU is a world class engine manufacturer that is part of Rolls-Royce Power Systems.</p><p>The aggregate enterprise value for the acquisition of L&#8217;Orange under the Agreement is &#8364;700 million (US$859 million)<sup>1</sup>, comprised of cash consideration and assumed liabilities. The operating profits of the L&#8217;Orange business from and after January 1, 2018 will accrue in favor of the Purchasers, and in exchange, the Purchasers will, in addition to the above purchase price, pay to the Sellers a daily rate of &#8364;45,000 ($55,238)1 for the period beginning January 1, 2018 through the day prior to the closing date. The transaction is expected to be consummated in the third quarter of fiscal 2018, subject to clearance from the German antitrust authorities. Following the transaction, L&#8217;Orange will be renamed Woodward-L&#8217;Orange and will be integrated into Woodward&#8217;s Industrial segment.</p><p>The Agreement contains customary representations, warranties and covenants by the parties thereto. The principal conditions to closing of the transaction are receipt of applicable approval from the German Federal Cartel Office (or the expiration of any applicable waiting period) and the absence of an order by the German Federal Cartel Office or court preliminarily or permanently prohibiting the transaction.</p><p>The Sellers are obligated to indemnify the Purchasers under the Agreement for breaches of representations and warranties and for certain other matters subject to customary conditions, exceptions and caps. Simultaneous with the closing of the transaction contemplated by the Agreement, the Purchasers will procure a representations and warranties insurance policy on customary terms and conditions under which the Purchasers may, subject to certain exclusions, exceptions and caps, seek insurance coverage for breaches of Sellers&#8217; representations and warranties.</p><p>Following the transaction contemplated by the Agreement, L&#8217;Orange will remain an important partner and supplier to MTU through a long-term supply agreement, with an initial term of 15 years, allowing MTU&#8217;s customers to continue to benefit from L&#8217;Orange&#8217;s high level of expertise, best-in-class service, and innovative research and development.</p><p>The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement and the exhibits attached thereto, copies of which the Company plans to file as an exhibit to its Quarterly Report on Form 10-Q for the period ending June 30, 2018.</p><p>_____________________</p><p><sup>1</sup>&#160;Conversion to United States Dollars for the purposes hereof is based on a foreign exchange rate as of April 6, 2018 equal to $1.23 United States Dollars per &#8364;1 Euro.</p></font></p><p><font style="font-size: 10pt;"><strong>  </strong></font></p><p><font style="font-size: 10pt;"><strong>Item 7.01. Regulation FD Disclosure.</strong></font></p><p><font style="font-size: 10pt;"><p>On April 9, 2018, the Company issued a press release announcing the signing of the Agreement. A copy of the press release issued by the Company is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.</p></font></p><p><font style="font-size: 10pt;"><strong>  </strong></font></p><p><font style="font-size: 10pt;"><strong>Item 9.01. Financial Statements and Exhibits.</strong></font></p><p><font style="font-size: 10pt;"><p>(d) Exhibits.</p><p><a href="exh_991.htm">99.1</a>&#160;Press Release, dated April 9, 2018, of Woodward, Inc.</p><p><font style="font-size: 12.0pt; font-family: 'Times New Roman',serif;"><br /> </font></p></font></p><p><font style="font-size: 10pt;"></font></p><p><font style="font-size: 10pt;"></font></p><hr style="page-break-after: always;" noshade="noshade" /><p align="center"><strong>SIGNATURE</strong></p><p>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 hereunto duly authorized.</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td valign="top" width="49%">&#160;</td><td style="font-size: 12pt;" colspan="2" valign="top"><strong>Woodward, Inc.</strong></td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">&#160;</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">&#160;</td></tr><tr valign="top"><td width="49%">Dated:&#160;April 8, 2018</td><td width="2%">By:&#160;</td><td style="text-decoration: underline;" width="49%">/s/ A. Christopher Fawzy&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">A. Christopher Fawzy</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">Corporate Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%"></td></tr></table><p /></body></html>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh_991.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN"><html lang="en-US"><head><title>EdgarFiling</title><meta content="text/html; charset=windows-1252" ><meta name="GENERATOR" content="MSHTML 8.00.7601.18094" ></head><body bgcolor="#ffffff"><p style="text-align: right;"><strong>EXHIBIT 99.1</strong></p><p style="text-align: center;"><strong>Rolls-Royce and Woodward, Inc. Announce Agreement for Woodward to Acquire L&#8217;Orange, a World Class Fuel Injection Systems Technology Company</strong></p><p style="text-align: center;" ></p><p>
 <p align="left">FORT COLLINS, Colo., April  09, 2018  (GLOBE NEWSWIRE) -- Rolls-Royce (London:RR.) and Woodward, Inc. (NASDAQ:WWD) jointly announced today that they have signed an agreement for Woodward to acquire L&#8217;Orange GmbH and its related operations located in Germany, the United States and China (&#8220;L&#8217;Orange&#8221;), for an enterprise value of &#8364;700 million (US$859 million<sup>1</sup>). L&#8217;Orange is part of Rolls-Royce, the power solutions provider, and specifically its Rolls-Royce Power Systems business.<br ></p>  <p><strong>Transaction scope and highlights</strong></p>  <ol type="1"><li>L&#8217;Orange is one of the world's leading suppliers of fuel injection systems for industrial diesel, heavy fuel oil and dual-fuel engines.</li><li>L&#8217;Orange&#8217;s 2017 pro forma sales were &#8364;244 million, with pro forma underlying EBITDA of &#8364;74 million and pro forma underlying operating profit of &#8364;64 million. Pro forma post-tax free cash flow for the period was &#8364;51 million.</li><li>L&#8217;Orange has a significant intellectual property portfolio including over 55 active patents, with 75 patents pending.</li><li>L&#8217;Orange brings a large installed base of industrial equipment delivering a consistent and profitable aftermarket.</li></ol>  <p>L&#8217;Orange supplies fuel injection technology for engines that power a wide range of industrial applications including marine power and propulsion systems, special-application vehicles, oil and gas processing, and power generation. L&#8217;Orange serves some of the world&#8217;s best known specialist diesel engine manufacturers, including Rolls-Royce Power Systems&#8217; leading subsidiaries, MTU Friedrichshafen and Bergen Engines, and other low to high speed engine builders.</p>  <p>Woodward is an independent designer, manufacturer, and service provider of control system solutions and components for the aerospace and industrial markets. L&#8217;Orange, which will be renamed Woodward L&#8217;Orange, will be integrated into Woodward&#8217;s Industrial segment. The acquisition establishes Woodward as a premier technology and system provider of engine control systems to the industrial engine market. Additionally, the highly complementary portfolio allows for further expansion into key industrial segments and geographies, while boosting profitability. L&#8217;Orange will remain an important partner and supplier for MTU and Bergen in the future through long-term supply agreements, with an initial term of 15 years, allowing Rolls-Royce Power Systems&#8217; customers to continue to benefit from L&#8217;Orange&#8217;s high level of expertise, best-in-class service, and innovative R&amp;D.</p>  <p>Warren East, CEO of Rolls-Royce, said: &#8220;This transaction builds on the actions we have taken over the last two years to simplify our business. The divestiture of L&#8217;Orange enables Rolls-Royce Power Systems to focus on other long term, high growth opportunities and our company to allocate our capital to core technologies and businesses that drive greater returns for the group.&#8221;</p>  <p>Andreas Schell, President and CEO of Rolls-Royce Power Systems, added: &#8220;Rolls-Royce Power Systems will remain a key customer of Woodward L&#8217;Orange. We have enjoyed working with L&#8217;Orange who have a leading position in their markets, excellent technology, a skilled workforce and strong leadership. We wish them well for the future as they join the Woodward organisation.&#8221;</p>  <p>Thomas A. Gendron, Chairman and Chief Executive Officer of Woodward, said: &#8220;L&#8217;Orange is an excellent strategic and financial fit for Woodward, and this transaction exemplifies our acquisition strategy to invest in markets with solid long-term fundamentals. The acquisition of L&#8217;Orange brings innovative technology, bolsters relationships with key customers and enhances the profitability of our Industrial segment.&#8221;</p>  <p>Rolls-Royce confirmed in January 2018 that it was reviewing its strategic options for L&#8217;Orange. The sale to Woodward will enable the L&#8217;Orange business to pursue new market opportunities that will be opened up as a result of no longer being associated directly with one individual engine manufacturer. Together, Woodward and L&#8217;Orange will be able to expand their customer base, pursue further collaborations and explore new areas of opportunity.</p>  <p>The transaction has been approved by the boards of directors of both Rolls-Royce and Woodward, as well as the Supervisory Board of Rolls-Royce Power Systems. The transaction is expected to close by the end of the second quarter of calendar 2018, subject to clearance from the German antitrust authorities.</p>  <p>L&#8217;Orange is based in Stuttgart, Germany and has approximately 1,000 employees based mostly in Germany, but also in the U.S. and China.<br ><br >Headquartered in Fort Collins, Colorado, US, Woodward reported 2017 sales of approximately US$2.1 billion and has approximately 7,400 employees worldwide.&#160;</p>  <p><strong>Notes</strong></p>  <p><sup>1</sup> Based on USD / EUR exchange rate of 1.2275.&#160;</p>  <p><strong>About Rolls-Royce</strong></p>  <ol type="1"><li>Rolls-Royce pioneers cutting-edge technologies that deliver the cleanest, safest and most competitive solutions to meet our planet&#8217;s vital power needs.<br >&#160;</li><li>Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces, 4,000 marine customers including 70 navies, and more than 5,000 power and nuclear customers.<br >&#160;</li><li>Annual underlying revenue was &#163;15 billion in 2017, around half of which came from the provision of aftermarket services. The firm and announced order book stood at &#163;78.5 billion at the end of December 2017.<br >&#160;</li><li>In 2017, Rolls-Royce invested &#163;1.4 billion on research and development. We also support a global network of 31 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.<br >&#160;</li><li>Rolls-Royce employs almost 50,000 people in 50 countries. More than 16,500 of these are engineers.<br >&#160;</li><li>Rolls-Royce has a strong commitment to apprentice and graduate recruitment and to further developing employee skills. In 2016 we recruited 274 graduates and 327 apprentices through our worldwide training programmes.</li></ol>  <p><strong>About Rolls-Royce Power Systems </strong></p>  <p>Rolls-Royce Power Systems is headquartered in Friedrichshafen in southern Germany and employs around 10,000 people. The product portfolio includes MTU-brand high-speed engines and propulsion systems for ships, power generation, heavy land, rail and defence vehicles and for the oil and gas industry. Under the MTU Onsite Energy brand, the company markets diesel gensets for emergency, base load and peak load applications as well as cogeneration plants using gas engines for the combined generation of heat and power. Bergen medium-speed engines power ships and power generation applications. L&#8217;Orange completes the portfolio with fuel injection systems for large engines.</p>  <p><strong>About Woodward </strong></p>  <p>Woodward is an independent designer, manufacturer, and service provider of control solutions for the aerospace and industrial markets. The company&#8217;s innovative fluid, combustion, electrical, and motion control systems help customers offer cleaner, more reliable, and more efficient equipment. Woodward&#8217;s customers include leading original equipment manufacturers and end users of their products. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit Woodward&#8217;s website at www.woodward.com, and connect with Woodward at www.facebook.com/woodwardinc.</p>  <p><strong>Contacts</strong></p> <table style="width:100%; border-collapse:collapse !important;" style="border-collapse: collapse; "><tr><td style="vertical-align: bottom ; "><strong>Rolls-Royce</strong><br >Investors:<br >Jennifer Ramsey +44 20 7227 9087<br >Ross Hawley +44 20 7227 9282<br ><br > Media:<br >Richard Wray +44 20 7227 9163</td><td style="vertical-align: bottom ; "><strong>Woodward</strong><br >Don Guzzardo<br >Corporate Director, Investor Relations &amp; Treasury&#160; <br >+1 970-498-3580<br >Don.Guzzardo@woodward.com<br ><br > <strong>&#160;</strong></td></tr><tr><td style="vertical-align: bottom ; "><strong><br >Rolls-Royce Power Systems</strong><br >Wolfgang Boller +49 7541 90-2159<br >wolfgang.boller@rrpowersystems.com</td><td style="vertical-align: bottom ; "><strong>&#160;</strong></td></tr></table> <p><strong>Woodward Conference Call</strong></p>  <p>Woodward will hold an investor conference call at 10:00 a.m. EDT, April 9, 2018, to comment on their strategies and provide more details regarding the transaction. You are invited to listen to the live webcast of the conference call, or a recording, and view or download accompanying presentation slides at their website, www.woodward.com.</p>  <p>You may also listen to the call by dialing 1-877-231-2582 (domestic) or 1-478-219-0714 (international).&#160; Participants should call prior to the start time to allow for registration; the Conference ID is 5589466. An audio replay will be available by telephone from 3:00 p.m. EDT on April 9, 2018 until 11:59 p.m. EDT on May 9, 2018. The telephone number to access the replay is 1-855-859-2056 (domestic) or 1-404-537-3406 (international), reference access code 5589466.</p>  <p><strong>Cautionary Statement<br ></strong>Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, statements made regarding the benefits of the acquisition to Woodward and Rolls-Royce PLC, including the effects of the acquisition on Woodward&#8217;s market position, strategies, customers and expectations for its business, financial results and opportunities going forward and the benefits of the sale to Rolls-Royce PLC&#8217;s business, strategies and business opportunities, as well as the timing of the closing of the acquisition. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as &#8220;may,&#8221; &#8220;will,&#8221; &#8220;should,&#8221; &#8220;expects,&#8221; &#8220;plans,&#8221; &#8220;anticipates,&#8221; &#8220;could,&#8221; &#8220;intends,&#8221; &#8220;target,&#8221; &#8220;projects,&#8221; &#8220;contemplates,&#8221; &#8220;believes,&#8221; &#8220;estimates,&#8221; &#8220;predicts,&#8221; &#8220;potential,&#8221; or &#8220;continue,&#8221; or the negative of these words or other similar terms or expressions that concern Woodward or Rolls-Royce PLC expectations, strategy, plans or intentions. Expectations and beliefs of Woodward regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to: the risk that the transaction does not close, due to the failure of one or more conditions to closing or the failure of the businesses (including personnel) to be integrated successfully after closing; the risk that synergies will not be realized or realized to the extent anticipated; the risk that required German antitrust clearance will not be obtained or that such clearance will be delayed beyond current expectations; the risk that following this transaction, Woodward&#8217;s financing or operating strategies will not be successful; litigation in respect of either company or the acquisition; and disruption from the acquisition making it more difficult to maintain customer, supplier, key personnel and other strategic relationships.</p>  <p><strong>Notice Regarding Forward-Looking Statements<br ></strong>Actual results could differ materially from projections or any other forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward's Annual Report on Form 10-K for the year ended September 30, 2017 and any subsequently filed Quarterly Report on Form 10-Q. The forward-looking statements in this press release are based on information available to Woodward and Rolls-Royce PLC as of the date hereof, and each of Woodward and Rolls-Royce PLC disclaims any obligation to update any forward-looking statements, except as required by law.</p>  <p><strong>Non-GAAP and Pro Forma Information<br ></strong>Certain financial information in this presentation includes non-GAAP financial measures, including &#8220;EBITDA&#8221; and &#8220;post-tax free cash flow&#8221;. Such measures exclude the effects of purchase accounting and the financing for the transaction, which cannot be estimated at this time.</p>  <p align="justify">This press release also includes certain pro forma information assuming that the acquisition occurred as of January 1, 2017.&#160; L&#8217;Orange&#8217;s pro forma financial results include all of the L&#8217;Orange and related operations that are included within the acquisition, as well as customary adjustments to reflect L&#8217;Orange as a standalone entity.</p> </p><p ></p></body></html>
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