Welcome to the Woodward, Inc. Third Quarter Fiscal 2015 Earnings Call. At this time, I would like to inform you that this call is being recorded for rebroadcast and that all participants are in a listen-only mode. [Operator Instructions] Joining us today from the company are Mr. Tom Gendron, Chairman and Chief Executive Officer; Mr. Bob Weber, Vice Chairman, Chief Financial Officer and Treasurer; and Mr. Don Guzzardo, Director of Investor Relations and Treasury. I would now like to turn the call over to Mr. Guzzardo.

Thank you, operator. We’d like to welcome all of you to Woodward’s third quarter fiscal year 2015 earnings call. In today’s call, Tom will comment on our markets and related strategies and Bob will discuss our financial results as outlined in our earnings release. At the end of our presentation, we will take questions. For those of you who have not seen today’s earnings release, you can find it on our website at woodward.com. We have again included some presentation materials to go along with today’s call that are also accessible on our website. An audio replay of this call will be available by phone or on our website through August 3, 2015. The phone number for the audio replay is on the press release announcing this call and will be repeated by the operator at the end of the call. Before we begin, I would like to refer to and highlight our cautionary statement as shown on Slide 3. As always, elements of this presentation are forward-looking or based on our outlook and assumptions for the global economy and our businesses more specifically. Those elements can and do frequently change. Please consider our comments in light of the risks and uncertainties surrounding those elements. We also direct your attention to the reconciliations of certain non-U.S. GAAP measures included in today’s slide presentation and our earnings release and related schedules. Management uses these non-U.S. GAAP measures in monitoring and evaluating the ongoing performance of Woodward and each business segments. Turning to our results. Net sales for the third quarter of fiscal 2015 were $495 million, a decrease of 6% compared to $524 million in the third quarter of last year. Earnings per share were $0.66 for the third quarter of 2015 compared to $0.69 in the third quarter of last year. EBIT for the quarter was $63 million compared to $68 million in the same quarter of the prior year. On a constant currency basis, compared to the prior year period, net sales for the quarter would have been $514 million and earnings per share would have been approximately $0.71. Free cash flow for the first nine months of 2015 was an outflow of $24 million compared to an inflow of $79 million for the first nine months of 2014 including $86 million of increased capital expenditures over the prior year. For the first nine months of this fiscal year, sales were up 3% and earnings per share were up 18% compared to the same period of the prior year. Now, I will turn the call over to Tom to comment further on our results, strategies and markets.

Thank you, Don, and welcome to those joining us today. For the third quarter, aerospace markets remain healthy overall and our Aerospace segment results were strong. This strength is offset by softer sales in Asia mainly driven by the natural gas truck market in China and continuing weakness of the euro which were reflected in our energy segment results. We did however continue to see strong sales of wind turbine systems and industrial gas turbine aftermarket systems and components. Turning to aerospace, commercial aerospace remains strong, with backlogs at record levels as a result of the demand for more fuel-efficient aircraft and passenger miles continue to grow at very healthy levels. The next-generation narrow-body aircraft are nearing their much anticipated launch. We have significant content gains on these aircraft compared to their current generation. As you know, our strategy is to increase share on each new aircraft platform. In the quarter, we announced the award of the fuel system for the GE9X engine in connection with a joint venture to be formed between Woodward and GE Aviation. The joint venture will be the exclusive supplier of fuel systems for GE’s engines with thrust ratings greater than 50,000 pounds. As the preferred supplier to the JV, Woodward will supply a majority of the components for the GE9X fuel system. This represents a significant content increase for Woodward compared to our content on the GE90. The heightened level of global defense activity is supporting increased defense sales, which is recovering from a low prior year, led by aftermarket volume. The business jet market continues to slow but steady recovery led by large cabin jets. We are also seeing small cabin jets recover as new aircrafts are being introduced. All three of our facilities projects are on schedule and on budget. Our Niles…

Thank you, Tom. Our third quarter results reflected headwinds for our energy segment. As Tom mentioned, energy sales were negatively impacted by significantly lower sales of natural gas truck systems in China and unfavorable foreign currency exchange rate impact of almost $20 million, lower oil prices and the overall challenging economic environment in Asia. Sales of gas turbine systems for the aftermarket remained strong in the quarter. Energy earnings as a percent of sales were 14.8% this quarter compared to 16.1% in the same quarter of the prior year. Lower segment earnings for the quarter were primarily due to the lower sales volume and the negative effects of foreign currency exchange rates partially offset by lower operating costs in the quarter. In aerospace, higher sales in the quarter were primarily the result of higher commercial OEM and defense aftermarket sales partially offset by lower commercial aftermarket sales. While commercial aftermarket sales year-to-date are up 4%, sales for the quarter were slightly lower than the prior year quarter due to normal quarterly variability. Aerospace segment earnings for the third quarter of 2015 were 16.1% of sales, up from 14.3% in the same quarter a year ago. The higher segment earnings for the quarter were primarily the result of the increased sales volume. Year-to-date, aerospace segment earnings were 25% higher than the same period of the prior year, including plant start-up costs in the current year associated with the launch of our new facilities in Niles and Rockford. At the Woodward level, gross margin percentage for the third quarter of 2015 and 2014 was consistent at approximately 29%. Research and development costs for the third quarter of 2015 were approximately $34 million or 6.8% of sales, in line with the prior year period. Selling, general and administrative expenses for the third quarter…

Thank you. [Operator Instructions] And our first question comes from the line of Sheila Kahyaoglu of Jefferies. Your line is open.

Thanks good afternoon guys. Thank you for taking my question. In Aerospace, it’s been two months since the JV announcement, I was wondering if you could provide some more color on maybe the moving pieces and how we should be accounting for that in our model?

So things are progressing as anticipated. We have had a lot of teams working as we move up closer to closing. In terms of the modeling, nothing has changed from the previous guidance that we had given. It will be probably a separate line on the financial statements. We will continue to have sales through the joint venture, so there won’t be a dramatic sales decline from period to period. And we do anticipate that we will still remain approximately $0.20 accretive to the coming year.

Okay. And then in terms of R&D for the total company, should we expect this to be sort of the high point 6.8% as a percentage of sales or do we expect R&D to remain at this 6.5% to 7% level for 2016?

We anticipate that R&D at the 6.8% level will probably moderate down a little bit, in particular with the effects of the joint venture as we go into 2016.

And then just one last one, do you mind providing some additional color on what you are seeing in the commercial aftermarket?

Yes. Well, Sheila the commercial aftermarket we still think is still strong overall in the market and we do experience quarter-to-quarter fluctuations really based on initial provision in sales, spare sales and timing of repair and overhaul activity. But overall, we see that the overall market drivers are indicating 5% overall market increase and we should be tracking along those route – along those lines as we go forward.

Okay, thank you very much.

Thank you. Our next question comes from the line of Pete Skibitski of Drexel Hamilton.

Hi, guys. On the ASR, can you tell us - did you retire all of the shares from ASR in the quarter and how many were there that you retired?

It’s not all; at the inception of the ASR you do approximately 85% of the shares, which was about $2.1 million. And then you settle up at the remainder of the period.

Okay. Is this basically half the proceeds from the JV and you will do the other half, I don’t know when the deal closes, is that how you are thinking?

Yes. Timing is still open. We indicated at the time of the JV that it will be within 12 months of that period, so we still anticipate that, that’s our plan.

Okay. And Bob on CapEx, it sounds like things are moving along pretty quickly. Are you still expecting to spend around $275 million I think for this year and what do you think for next year at this point?

Yes. So we are anticipating $275 million, maybe slightly up. I think last time we kind of moderated it up a little bit to about $300 million, somewhere in that range, again depending upon weather, etcetera. And then we will start to bring that down next year, and so it will be significantly lower than that. And that would largely be in the first half of the year and then we should start returning to positive free cash flow in the remainder of the year.

Okay. I will get back in queue. Thanks.

Our next question comes from the line of William Bremer of Maxim Group. Your line is open.

Good afternoon gentlemen.

Hi, Bill.

Can we go into energy a little bit here, let’s specifically talk about the compressed natural gas market first and foremost and your commentary still seeing that still have some softness there. More importantly, maybe talk a little bit about the content on pipelines, you did quite well on the content through the industrial gas turbine market, so maybe just get a little more granular on the other components that are affecting energy right now?

Sure. Bill, when you are asking about the natural gas truck and bus market in China, definitely in the prepared remarks we talked about the spread between diesel and natural gas. Through a good portion of the quarter, that spread was very small, it is now expanded to where economically natural gas trucks are – provide the operators the savings. However, because it’s been so volatile, we still see a time lag before the market really, if you want to say, thinks the pricing is secure and start ordering. So it’s been volatile and we think as the prices move, we should see some recovery, but we would still see volatility as we go forward for 6 to 12 months. So there still is volatility out there. On the – you were asking a little bit about the turbine market and pipelines. What we are seeing on some of the applications is maybe a little lower on the OE side, but we see the order books filling in on our customers. Maybe a lot of you have seen some of the orders hit some of our customers have already announced. But the order books are filling in. The current sales on the OE side of the industrial turbines are light, but the utilization is very high. So we have been seeing aftermarket activity as well as upgrades occurring in the marketplace and that’s really why we had higher sales in the industrial turbine side. So those are positive indicators. The higher uses of natural gas is positive because more they use the turbines, the better it is in the aftermarket. So, we are seeing that factor into our results. And then as we go forward, we are seeing the order books fill in, so that’s a positive looking out into next year. And I think those were the ones you highlighted. I don’t know if you have other parts of the market you want to ask questions on, Bill?

I was just asking about the overall pipeline market and on the compressed pipelines and the content there?

Well, what we are seeing there is the new builds are down a little bit. Those are primarily aeroderivative turbines and some of them are more small industrial gas turbines, but we are seeing the aftermarket on that side pick up. So, aftermarket overall in that size class of turbines, has increased for us.

And maybe just touch a little bit upon the wind inverter market here?

Wind was strong in the quarter. Right now, it continues to look good. The order book is solid and we see continuing growth over the next year.

Okay, great. Thank you.

Thank you. And our next question comes from the line of J.B. Groh of D.A. Davidson. Your line is open.

Hey, guys. Thanks for taking my call. Just kind of delving a little bit more into that commercial aftermarket down 4% for the quarter, were you comping up against anything particularly difficult from last year or do you think that’s just a seasonal impact? I am just curious if you had some maybe initial provisioning of something last year?

Sure. We had a strong comp last year. So, I think that’s part of it. And if you look sequential quarters, we were up 2% and 4% year-to-date. So, overall, the aftermarket is doing fine. It was just a strong comp last year and we continue to see commercial aftermarket doing well.

So, is seasonality kind of bouncing this around a little bit and that’s why you can’t compare these to everybody, okay?

Yes.

Okay. And then I guess that’s all I have got. Thanks.

Okay.

Thank you. And our next question comes from the line of Michael Ciarmoli of KeyBanc Capital. Your line is open.

Hey, good afternoon guys. Thanks for taking my questions.

Hey, Michael.

I guess just, Tom, maybe on the FX and the low oil prices, I mean, we have seen the FX headwinds persist. We have obviously seen low oil. What really changed from when you guys last updated the guidance in mid to late April to now? I mean, because I am looking at it, maybe the euro FX improved a little bit, so you guys have been dealing with this low oil price environment as well. Did anything notably change for you to create that FX wind – FX headwind this quarter?

I think what might have occurred a little bit is higher euro sales for us. So, in terms of dollars, it would be higher. The oil price, one, what we are really highlighting there are four impacts to our energy business. And if you want to say, in order of impact, the first was the China natural gas trucks, second was FX and then we had slowing Asian growth and then we had the oil prices. So, oil prices were not a surprise. They are one of the four things that knock us down. So, it wasn’t overall, but if you compare it and you go year-to-year that has had an impact.

Okay, okay.

For FX and CNG LNG trucks.

Okay. And then could you just comment on – I know you talked a little bit in the prepared comments about the business jet market, are you seeing any specific headwinds there from Bombardier or some of the midsized gold stream programs at all or are you still confident in the overall portfolio there?

I am – we are quite confident in the overall portfolio. As you probably recall from some of our previous presentations, we have got a lot of content on all the new large biz jets. There has been some movement of schedules in that area, but we have got a really good content there. We got midsize jets are good and then we have quite a range in the small. So, the dynamic that we are actually seeing is improved operating hours, improved orders, and we just see it slowly, slowly picking up, but it’s becoming a positive versus if you go back to the last few years really dating back 2009, it was a drag. So, we are starting to see it turn, so slow turn, not exponential, but nice that it’s going in the right direction.

Okay, okay, fair enough. And then just the last one housekeeping, Bob, with the buyback and lower taxes, I mean back of the envelope, is that basically adding – you probably get $0.03 or so from the buyback this year and then you got the lower tax this quarter and next quarter, so maybe another $0.04 to $0.06, $0.07 fair to say there is about a $0.10 to earnings from those two items this year?

No, no, you are a little – I thought you were going to say $0.03 for both together. I think it’s closer to $0.03 for both together.

$0.03 for both together. Okay, perfect. That’s all I had. Thanks guys.

Okay, thank you.

Thank you. And our next question comes from the line of Steve Levenson of Stifel. Your line is open.

Thanks. Good afternoon, everybody.

Good afternoon.

Just in terms of the commercial MRO, you talked about timing a little bit and I guess on number of the points we are becoming out of service or out of some capacity reductions for service later in the year. Do you have any idea how that might work out for you and what the ordering patterns are from your airline customers?

You know, Steve, the bigger item on timing is generally around initial provisioning sales.

Okay.

And that has – that moves more. We get orders as airlines are taking on either new aircraft or adding new routes. And in terms of – so that’s where I think we get the bigger timing fluctuation on the commercial side. The repair and overhaul, there is some seasonality during the summer. They don’t take planes out of service like they do later in the year. So that seasonality we can kind of track, but the bigger variability comes from what we classify as the initial provision in sales and that’s just the timing of those sales from quarter-to-quarter.

Okay, thanks. I know at the air show, GE Aviation’s presentation, they said 66% of the engines on narrow-body planes haven’t come in for their first shop visit yet, and I know you don’t have quite as much content on the current ones as you will on the LEAP, but how do you see that affecting things going forwards?

Well, we look at that as positive to couple of the aircraft that we see good looking forward are definitely the A320ceos, so the current. And we are on both engines on the A320 and what you just described is correct, we see those shops as it’s increasing and we also see the 777 shops as it’s increasing. So, those are two I think are going to be good drivers of future growth. And on the current generation of the 737 or 737NG, we have content, but not as much as we will on the MAX. So, we got a little benefit from that, a lot more from the A320 and 777. Those will be the bigger drivers the next few years.

Okay, thanks. And just last one on the LEAP, do you see things staying on schedule right now or do you see any interruptions?

Well, what I can say is we are on schedule. And I know from what we understand, flight testing is going well and to the best of our knowledge this program is going to stay on schedule.

Okay, thank you very much.

Thank you. [Operator Instructions] And our next question comes from the line of Pete Skibitski of Drexel Hamilton. Your line is open.

Yes. A couple more energy questions, guys. Can you quantify how big the decline in CNG was for the quarter and maybe your expectations for the full year? I think it was around $100 million of revenue last year for you.

Yes. In the quarter, it sounds significant. I don’t know that we would like to call out the specific, but you are right in the prior year.

Overall, I mean it’s just – it’s going to be 20%, 30% down.

Yes.

Okay, okay. And then when you are talking about the slowing Asian economy, I am assuming that’s mostly China, what other parts of your energy business are being negatively impacted by Asia?

Well, we have seen some slowdown in our steam turbine controls market. You see some slowdown in, do you want to say heavy construction equipment has slowed down, there is a little mix on power generation and then definitely around the CNG LNG vehicles.

Okay, okay. So, just one more quarter left in the year, at this point what portion of your expected revenue for the fourth quarter in energy is in backlog?

Our industrial turbine business usually has a fair amount of – for us backlog in general isn’t a very good indicator, because of the real-time releases and so on. But at least, on the turbine side of the business, it’s pretty strong and not as much on engine, so we have a pretty good visibility but it’s not perfect by any means.

Okay. Last one, just top level, Tom in general in energy, we have had a couple of quarters here of weakness, fourth quarter last year was a little weak, I mean what’s your sense over there, are things going into a cyclical downturn that might be lasting or are we in kind of a mid-cycle pullback, what’s the sense that you get?

Well, actually if I go across and look at the order book, our customers order books and Bob says in backlog, the interesting thing, traditional backlog as we said we had long-term agreements with our customers, but we are on pull system, so we don't have the orders as much on that side of the business. But when we see our customers’ orders, we know we are going to get the orders. And if you look on the turbine side, overall new build orders are up and so we see that as a good indicator going out into '16. And some of those orders have been moving into our system and we see that as a positive. The other area good size market that we have seen some slowdown in steam, but we are anticipating with some new builds and also a wide range of new product offerings that we came out with. We see that picking up as we go into ‘16. If you want to say, the most uncertainty we have is really wrapped around the CNG LNG vehicle market, along with – if you want to say the construction side that’s been tied to economic growth and primarily in China. So that one is really a much more difficult to forecast and predict, we have highlight or we did highlight that the spreads in fuel costs, which drives the economic incentive really for going into the natural gas vehicles has improved. So we see that as a positive indicator, but there is a lag between that spread and when you start producing. So that one we don’t have as much visibility on the order book. The other one still we are feeling good about the direction and when you see the utilization of natural gas, particularly in the power gen, obviously with PowerGen, the pipelines are running a lot harder. Those are all positive indicators as we are anticipating growth going into ‘16 and beyond. So we do have just a little bit of a tough period here on a couple of the global market issues that we highlighted, but the order book indicates that our customer – from our customers indicate that things are going to start picking up as we move into ‘16.

Okay, that’s helpful. Thank you.

Thank you. And our next question comes from the line of Gary Farber of C.L. King. Your line is open.

Yes. Can you just update us on your thoughts on the acquisition market and what things look like?

Well, I guess there is a lot of activity going on. We are seeing prices are high. Multiples are high. From a Woodward standpoint, I would just kind of remind everybody, we are pretty disciplined around when we do acquisitions it’s really for strategic reasons only. We don’t just acquire through acquisitions to grow. We acquire if it meets our market’s technology or channels. But in our markets, the prices are pretty high right now.

Is there anything – I mean is there any market in particular looks interesting to you though putting aside the price?

Right now, we are really more concentrated on delivering this organic growth in the next year or 18 months. So we are watching in case something very special comes up, but we are really concentrating on finishing this CapEx and as Bob highlighted we are second half of ’16 we would be on the – out of the big CapEx bubble and back to free cash flow. So we want to get through that period start generating cash and then we will probably be looking at the market a little more closely.

Okay, thanks.

Thank you. And our next question comes from the line of Michael Ciarmoli of KeyBanc Capital. Your line is open.

Hi guys. Thanks for taking the follow-up. I guess just trying to get an accurate read on these nat-gas engines, I have kind of tracked what YJ Power is doing out there, but I am trying to get a better understanding of the spreads. I mean it sounded like you guys had some confidence on the last quarter call. And then I know it sounded like China was lowering the price of their diesel to stimulate demand, so is this just kind of a day by-day week-by-week market out there, I mean do you guys truly not have the visibility into what’s going to happen with those spreads, I mean I am just trying to get a sense of how we can try and forecast this market a little bit better?

Well, right now the prices, like we said are set by the government and there was a lot of pressure on diesel. And the interesting thing is the pressure in China on diesel was really coming from the Chinese citizens because they could see the prices in the global market and they weren’t getting the diesel price. So they were concerned about rising and other things like that. So they lowered the diesel. When they did, they didn’t lower natural gas. They have since corrected that, but there has been movement in diesel again. So that spread moves around. There is some activity in the China, we don’t know if it will come through, but they are talking about fixing that spread at a fixed rate. And if they do that, then we will have a lot more visibility because they are going to hold the spread. So that’s something that’s being contemplated but that has not been initiated yet. So in the meantime, the spread moves. And really what you have is, when it moves, it creates this uncertainty, so people are nervous about buying a natural gas vehicle. And the reason is the natural gas vehicle is more expensive on the acquisition cost, but it’s cheaper to operate as long as there is that spread. And rest of the road, there is always that spread, but in China, it can move. And so we are anticipating and our colleagues that are in China, believe that this fixed spread initiative may occur. And then if we see that, then we are going to have a lot more visibility on being able to forecast.

Okay, perfect. That’s helpful. And then I think you touched on – you talked about kind of the other areas that were slowing in Asia, heavy construction, I am assuming some of that would fall under your Caterpillar-related sales, can you give us sort of the general sense or trend you have seen with Caterpillar quarter-over-quarter or year-over-year, have those kind of sales kind of troughed out for you or is there still some room to the downside?

Well, we definitely as Caterpillar has been down, we have been down with them on the sales. In commodity – in addition, commodity prices and commodity activity is still down. Whether we have actually at the bottom of the trough or not, a little hard to predict, but it’s feeling a little bit like we are towards the bottom of the trough. And we have to see as we move forward, but that’s been a – it’s been a pressured market for this whole fiscal year. There is no doubt about that and in addition to our other customers that supply into that construction market.

Got it. Alright, fair enough. Thanks guys.

Mr. Gendron, there are no further questions at this time. I will now turn the conference back to you.

Okay. Well, we appreciate everybody joining us today and hopefully we will see some of you as we are out in New York and other financial capitals of the country and we look forward to talking to you next quarter. Thank you.

Ladies and gentlemen, that concludes our conference call today. If you would like to listen to a rebroadcast of this conference call, it would be available today at 7.30 PM Eastern Daylight Time by dialing 1-888-266-2081 for a U.S. call or 1-703-925-2533 for a non-U.S. call and by entering the access code 1659422. A rebroadcast will also be available at the company’s website, www.woodward.com, for 14 days. We thank you for your presentation on today’s conference call and ask that you please disconnect your line.