v3.26.1
Acquisitions, Assets and Liabilities held for sale, and Divestitures
9 Months Ended
Jun. 30, 2026
Acquisitions And Divestitures [Abstract]  
Acquisitions Assets and Liabilities Held for Sale and Divestitures

Note 10. Acquisitions, Assets and Liabilities held for sale, and Divestitures

Acquisitions

On April 1, 2026, Woodward acquired 100% of the outstanding equity interests of Jet Research Development, Inc., doing business as Valve Research & Manufacturing Company, a Florida-based manufacturer of high-precision flow control valves for aerospace applications ("Valve Research Acquisition") for total consideration of $120,702, net of cash acquired, subject to net working capital adjustments to be finalized in the fourth quarter of fiscal year 2026, and financed through existing cash balances. The Valve Research Acquisition, included within the Aerospace reportable segment, adds precision electromagnetic valve solutions, including solenoid valves, check valves, and relief valves to Woodward’s comprehensive aerospace controls capabilities. It also provides new growth opportunities across commercial and defense aerospace OEM applications, including Next Generation Single Aisle programs. Solenoid technology for precision flow control plays a vital role in both current and future defense and commercial aircraft programs. The Company incurred acquisition-related costs of $2,353 in fiscal year 2026 that were expensed as incurred and recorded in "Selling, general and administrative expenses" within the Condensed Consolidated Statements of Earnings.

The following table presents the preliminary fairvalue determinations of the assets acquired and liabilities assumed as of April 1, 2026:

Accounts receivable

 

$

7,026

 

Inventories

 

 

7,533

 

Property, plant, and equipment

 

 

13,123

 

Goodwill

 

 

69,314

 

Intangible assets

 

 

35,700

 

Other noncurrent assets

 

 

144

 

Total assets acquired

 

 

132,840

 

Current liabilities assumed

 

 

918

 

Noncurrent liabilities assumed

 

 

11,220

 

Total liabilities acquired

 

 

12,138

 

Net assets acquired

 

$

120,702

 

The identifiable intangible assets include customer relationships and technology, which will amortize over their estimated useful lives of 15 years using the straight-line method. The majority of the goodwill is not deductible for tax purposes and represents the estimated value of the acquired workforce and expanded sales opportunities on the next generation of aircraft. As of June 30, 2026, the purchase accounting is subject to final adjustment, primarily for working capital adjustments, amounts allocated to goodwill, and tax balances.

The Company has not presented pro forma results because the Valve Research Acquisition was not deemed significant.

On July 21, 2025, the Company acquired 100% of the outstanding equity interests of Safran Electronics and Defense Canada, Inc. and certain net assets of Safran’s electro-mechanical actuation business in the United States and Mexico (“Safran Acquisition”) for total consideration of $40,286, net of cash acquired and after net working capital adjustments. The Safran Acquisition, included within the Aerospace reportable segment, expands the Company’s electromechanical actuation portfolio and was financed through existing cash balances. The Company incurred acquisition-related costs of $9,348 in fiscal year 2025 that were expensed as incurred and recorded in "Selling, general and administrative expenses" within the Condensed Consolidated Statement of Earnings.

During the first quarter of fiscal year 2026, the Company substantially completed its evaluation of the fair value of assets acquired and liabilities assumed related to the Safran Acquisition. The following table presents the preliminary fairvalue determinations of the assets acquired and liabilities assumed as of July 21, 2025:

Assets:

 

 

 

Accounts Receivable

 

$

6,103

 

Inventories

 

 

11,833

 

Other current assets

 

 

3,125

 

Property, plant, and equipment

 

 

6,945

 

Goodwill

 

 

17,462

 

Other assets

 

 

4,527

 

Total assets

 

$

49,995

 

Liabilities:

 

 

 

Accrued liabilities

 

$

4,447

 

Accounts payable

 

 

588

 

Income tax payable

 

 

189

 

Other noncurrent liabilities

 

 

4,485

 

Total liabilities

 

$

9,709

 

During the first quarter of fiscal year 2026, we made certain measurement period adjustments to the acquired assets and the assumed liabilities due to clarification of information utilized to determine fair value during the measurement period. The measurement period adjustment was a working capital adjustment that resulted in the reduction of goodwill.

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 June 30, 2026, the purchase accounting is subject to final adjustment, primarily for working capital adjustments, amounts allocated to goodwill, and tax balances.

Assets and Liabilities held for sale

On April 15, 2026, Woodward entered into a definitive agreement to sell the Aerospace pilot controls product line to ONTIC Engineering and Manufacturing, Inc. for $180,000, subject to purchase price adjustments. The agreement for the sale of the product line is expected to result in an accounting gain and close in fiscal year 2027, subject to regulatory approvals.

The following table presents balance sheet information of the pilot controls product line as of June 30, 2026:

Assets:

 

 

 

Unbilled receivables

 

$

16,910

 

Other noncurrent assets

 

 

3,043

 

Total assets

 

$

19,953

 

 

 

 

 

Liabilities:

 

 

 

Current liabilities

 

$

1,386

 

Other noncurrent liabilities

 

 

2,203

 

Total liabilities

 

$

3,589

 

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 Condensed Consolidated Statements of Earnings.

In connection with certain product rationalization activities, during the nine months ended June 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 $48,043 and recognized a pretax gain of $20,524 during the nine months ended June 30, 2025.