Exhibit 31.2
Woodward, Inc.
Rule 13a-14(a)/15d-14(a) certifications
CERTIFICATION
I, Robert F. Weber, Jr., certify that:
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1. |
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I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2011,
of Woodward, Inc.; |
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2. |
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Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report; |
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3. |
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Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
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4. |
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The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
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Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
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b. |
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Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; |
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c. |
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Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and |
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d. |
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Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s most recent
fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and |
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5. |
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The registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions): |
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a. |
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All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and |
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b. |
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Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control over
financial reporting. |
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| Date: April 27, 2011 |
/s/ Robert F. Weber, Jr.
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Robert F. Weber, Jr. |
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Chief Financial Officer, Treasurer
(Principal Financial and Accounting Officer) |
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A signed original of this written statement required by Rule 13a-14(a)/15d-14(a), or other
document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Rule 13a-14(a)/15d-14(a),
has been provided to Woodward and will be retained by Woodward and furnished to the Securities and
Exchange Commission or its staff upon request.
