TM

Acquisition ofHR Textron

Investor Conference CallMarch 3, 2009

CONTROLLING the power of ENERGY

Cautionary Statement

(2)

Information in this presentation 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 regarding the combined company’s plans, objectives, expectations and intentions, the expected impact of the acquisition on the future earnings of Woodward, anticipated benefits of the acquisition of HR Textron and expected business opportunities that may be available to Woodward, the closing date of the acquisition and the payments to be made by Woodward on that date, the manner in which Woodward intends to finance the acquisition and short-term liquidity after the closing, and the availability of sufficient liquidity to satisfy these funding requirements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to, Woodward’s inability to consummate the bridge facility or to obtain substitute or additional financing for the bridge facility on commercially acceptable terms or at all, the type, amount and terms of any financing used to replace or substitute for the bridge facility, the inability of the parties to consummate the acquisition, the failure of Woodward to successfully integrate the HR Textron business or realize synergies, and other risk factors described in Woodward’s Annual Report on Form 10-K for the year ended September 30, 2008, and the Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.

Woodward Acquisition of HR Textron

• Woodward to acquire 100% of stock of HR Textron from Textron Inc. and certain UK assets

• HR Textron is an industry leading supplier of advanced control and actuation systems for aerospace and defense

75-year history with strong technology and customer relationships

• Strong synergies with Woodward Airframe Systems2008 calendar year pro forma sales for combined Woodward Airframe Systems and HR Textron of approximately $470M

• Provides leverage and benefits to Turbine and Engine Systems

• Target closing: April 2009

(3)

Financial Highlights

• Purchase price of $365 million• Expect approx. $25 million of net present value from future tax-related cash benefits• $260 million sales in calendar year 2008• $31.5 million 2008 EBITDA (12.1% of sales) as provided by Textron, or $41 million

(15.8% of sales) as adjusted for certain corporate and allocated costs$31.5 million EBITDA includes approximately $9.5 million of Textron corporate allocated costs that Woodward would not expect to incur following the acquisition

EBITDA reconciliation schedule is included in the appendix

• Approximately neutral to 2009 earnings per share, accretive in FY2010

• FinancingCashCurrent revolving credit facilityNew committed financingAmple short-term liquidity remainsExpect total company debt/ EBITDA ratio of approximately 2.8X following the acquisition

Expect total debt in range of $749 to $769 million following the acquisition (see slide17 in appendix)

(4)

2009 Guidance Update

Prior February 27, 2009 (1)

Revenue $1.4 to $1.5 billion $1.3 to $1.4 billion

Earnings Per Share $1.65 to $1.90 $1.40 to $1.65 (2)

Free Cash Flow (3) > $125 million $115 to $140 million

(1) Does not include sales, earnings or free cash flow contributions from HR Textron acquisition

(2) Before one-time charges of approximately $0.13 per share related to restructuring actions

(3) A reconciliation of free cash flow to cash from operations is included in the appendix

(5)

Strategic Focus: Energy Control & Optimization Solutions

Fluid Energy Combustion Control Electrical Energy Motion Control

LEVERAGE: Core TechnologiesValves Servo Actuators Sensors Digital Electronics Motors

Electric Actuation Fuel Injection Ignition Power Electronics Pumps AC Measurement & Control

INTEGRATE: SystemsFuel Systems Combustion Systems Fluid Systems Actuation Systems Electronic Systems

APPLY: OEM & Equipment PackagersDiesel Engines Turbines Gas Engines Compressors Switchgear Airframes Industrial Vehicles

SERVE: Market ApplicationsPower Generation Transportation Process Industries Aerospace & Defense

Strategic Fit

Overall Positioning

• Positions Woodward as a top-tier aerospace/defense motion control supplier with systems capability

• Combines with Airframe Systems segment to give Woodward strong systems capabilities in rotorcraft, business jets and UAVs and enhances component scale for commercial and military jets

• Moves Woodward aerospace and defense related revenue to ~50% of total sales with ~25% of total sales from military/defense

• Strengthens position with key customers such as Bell, Boeing, Cessna, General Dynamics, Lockheed Martin, Raytheon and United Technologies

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Bell 429

Markets and Customers

Key Customers and PlatformsBell 206, 230, 212, 407, 429 and 430®

Bell Cobra, Kiowa, Huey™Bell/Augusta 609® Tilt-rotor AircraftBell/Boeing V-22 Osprey™Boeing F18® E/F Super Hornet, C17, 747®

Boeing Apache®

Boeing JDAMCessna Citation X® Business JetGeneral Dynamics Abrams Main Battle TankRaytheon AIM 9XSikorsky S-76

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1/3 Commercial

2/3 Defense

Bell/Boeing V-22

Raytheon AIM 9X Sidewinder

Sikorsky S-76

2008 Sales Mix by Market

2008 Sales Mix by Product

(9)

46%

48%

6%

Aircraft Controls & ServovalvesWeapons & Turret ControlsFuel & Pneumatics

Weapons & Turret Controls

Electromechanical Flight Control Actuators

Hydraulic Turret Control Systems, including Software

Fuel & Pneumatics

Valves, Actuators and Reservoirs incorporated into OEM Systems

Aircraft Actuation & Servovalves

Servovalves for Flight Controls, Engine Fuel and Landing Gear Systems

Electrohydraulic Actuators, Hydromechanical Actuators and Electromechanical Actuators

Facilities & People

• Primary facilitiesSanta Clarita, CAPacoima, CAPoole, UK

• Approx. 300,000 sq. ft.

• 912 people

(10)

Aircraft Actuation & Servo Controls

• Positions Woodward in top-tier of aircraft actuation and servovalve suppliers

• Broad range of electromechanical and hydromechanical primary and secondary actuation controls

• Strengthens Woodward’s position as one of the industry leading suppliers of fuel-related servovalves

• Positions Woodward among the industry leaders of rotorcraft actuation systems and enhances capability and position in fixed wing systems

(11)

Complete Cockpit to Controls Capability

(12)

HR Textron• Primary control actuation

– Aileron servo-actuators (Roll)– Spoiler actuators (Roll)– Rudder (Yaw)– Elevator (Pitch)– Control electronics (all axis)

• Flap power drive unit

Woodward Airframe Systems• Fly-by-wire cockpit controls

– Side sticks– Rudder-brake pedals– Spoiler and flap levers

• Secondary Actuation– Flap actuation System– Horizontal stabilizer trim

system– Spoiler controller– Flap controller

• Sensors– All primary sensors– All secondary sensors

Flight Control System Content

• HRT’s strengths in primary control actuation and flap power drives complement Woodward Airframe Systems strengths in secondary actuation, sensors and cockpit controls

• Woodward would now offer customers additional benefits by delivering full systems as well as components from cockpit to wingtip

Weapons & Turret Controls

• Positions Woodward among the industry leaders for advanced systems of weapon fin actuation and turret motion controls

• Complementary with Airframe Systems capability for actuators, electronics, sensors and motors

• Well positioned for next generation applications of electric and hydraulic controls

(13)

Sources of Synergy

• Business synergySignificant future incremental sales opportunitiesFull systems and component controls opportunities from cockpit through wing tip

Cockpit controlsPrimary and secondary actuation controlsMotor and sensor capabilities

Synergistic with Turbine Systems servovalve and actuation productsLeverage across industrial turbine and engine businesses

• Operating cost synergyInfrastructure leverage

(14)

Summary

• Woodward to acquire HR Textron for $365 million• Expect approximately $25 million of net present value from future

tax-related cash benefits

• Expected close April 2009

• Significantly enhances Woodward strategic position in aerospace and defense and motion control for long-term growth

• Expected to be approximately neutral to FY2009 earnings per share and accretive in FY2010

(15)

TM

Appendix

• Free Cash Flow Reconciliation• EBITDA Reconciliation

Free Cash Flow and Debt Reconciliation

(17)PROPRIETARY INFORMATION

Free Cash Flow Reconciliation Debt Reconciliation

2009 Total(millions of dollars, unaudited) 2008 Guidance (millions of dollars, unaudited) Debt

Cash from Operations $125 $135 ‐ $160 Existing Debt at 12/31/08 $434

Capital Expenditures $41 $20 Expected Incremental Debt $315 ‐ $335

Free Cash Flow $84 $115 ‐ $140 Expected Post‐Closing Debt $749 ‐ $769

Free cash flow is a financial measure that is not defined by generally accepted accounting principles (“GAAP”) and which Woodward and others define as cash from operations less capital expenditures. Woodward believes that free cash flow provides useful information about the cash generated by our core operations after capital expenditures.

Free Cash Flow is a non-GAAP financial measure and should be used in addition to, but not in isolation or as a substitute for, the analysis provided in the Company's measures of financial performance prepared in conformity with U.S. GAAP.

EBITDA Reconciliation

(18)

HR Textron Pro forma Woodward (3)

(millions of dollars, unaudited) CY2008 CY2008

Net Earnings 17.9$ 125.7$ Income Taxes (1) 10.7 60.2 Interest Expense - 11.1 Depreciation & Amortization 2.9 43.4 EBITDA 31.5$ 240.4$ Adjustments (2) 9.5 N/AAdjusted EBITDA 41.0$ N/A

EBITDA (earnings before interest, taxes, depreciation, and amortization) is a non-GAAP financial measure. The use of this measure is not intended to be considered in isolation of or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Securities analysts, investors, and others frequently use EBITDA in their evaluation of companies, particularly those with significant property, plant, and equipment, and intangible assets that are subject to amortization.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and certain corporate costs allocated to HR Textron by its parent that Woodward would not expect to incur following the acquisition. Management uses this measure, and believes the measure is useful to investors, as an indicator of Woodward's operational performance following the acquisition of HR Textron.

EBITDA and Adjusted EBITDA are non-GAAP financial measures and should be used in addition to, but not in isolation or as a substitute for, the analysis provided in the Company's measures of financial performance prepared in conformity with U.S. GAAP.

(1) Assumes an effective tax rate of 37.5% for the HR Textron business

(2) HR Textron net earnings include approximately $9.5 million of cost from Textron corporate allocations that Woodward would not expect to incur following the acquisition

(3) Pro forma Woodward includes Woodward 12 months January through December 2008 plus 9 months of MPC January through September 2008 (prior to its acquisition by Woodward)