UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 29, 20172018

Or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______

Commission File Number: 001-35419

KAMAN CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut06-0613548
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
(860) 243-7100
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes           x           No           ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes           x             No           ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x           Accelerated filer     ¨        Non-accelerated filer ¨   
Smaller reporting company ¨     Emerging growth company ¨

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes         ¨            No          x

At October 20, 2017,July 27, 2018, there were 27,815,17327,995,688 shares of Common Stock outstanding.


PART I
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share amounts) (Unaudited)

September 29,
2017

December 31,
2016

June 29,
2018

December 31,
2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$35,429

$41,205

$27,640

$36,904
Accounts receivable, net
280,440

230,864

250,293

313,451
Contract assets
125,204


Contract costs, current portion
3,487


Inventories
385,654

393,814

291,058

367,437
Income tax refunds receivable
638

6,065

3,692

2,889
Other current assets
30,737

26,605

32,173

27,188
Total current assets
732,898

698,553

733,547

747,869
Property, plant and equipment, net of accumulated depreciation of $245,292 and $226,366, respectively
183,106

176,521
Property, plant and equipment, net of accumulated depreciation of $264,224 and $252,611, respectively
188,160

185,452
Goodwill
349,893

337,894

348,487

351,717
Other intangible assets, net
120,034

126,444

108,998

117,118
Deferred income taxes
48,658

59,373

22,998

27,603
Contract costs, noncurrent portion
12,847


Other assets
24,852

27,501

27,157

25,693
Total assets
$1,459,441

$1,426,286

$1,442,194

$1,455,452
Liabilities and Shareholders’ Equity
 

 

 

 
Current liabilities:
 

 

 

 
Current portion of long-term debt, net of debt issuance costs
$18,984

$119,548

$8,125

$7,500
Accounts payable – trade
111,958

116,663

136,140

127,591
Accrued salaries and wages
47,990

43,165

45,491

48,352
Contract liabilities, current portion
9,928


Advances on contracts
14,814

13,356



8,527
Income taxes payable
5,058

1,165



1,517
Other current liabilities
58,503

59,989

54,462

52,812
Total current liabilities
257,307

353,886

254,146

246,299
Long-term debt, excluding current portion, net of debt issuance costs
394,459

296,598

316,168

391,651
Deferred income taxes
7,766

6,875

7,738

8,024
Underfunded pension
136,755

156,427

97,356

126,924
Contract liabilities, noncurrent portion
76,330


Other long-term liabilities
44,418

44,916

47,684

46,898
Commitments and contingencies (Note 11)





Temporary equity, convertible notes
11

1,797
Commitments and contingencies (Note 13)





Shareholders' equity:
 

 

 

 
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding







Common stock, $1 par value, 50,000,000 shares authorized; voting; 29,071,569 and 28,162,497 shares issued, respectively
29,072

28,162
Common stock, $1 par value, 50,000,000 shares authorized; voting; 29,498,470 and 29,141,467 shares issued, respectively
29,498

29,141
Additional paid-in capital
181,528

171,162

195,749

185,332
Retained earnings
579,648

560,200

596,270

587,877
Accumulated other comprehensive income (loss)
(125,579)
(156,393)
(117,349)
(115,814)
Less 1,238,311 and 1,054,364 shares of common stock, respectively, held in treasury, at cost
(45,944)
(37,344)
Less 1,492,623 and 1,325,975 shares of common stock, respectively, held in treasury, at cost
(61,396)
(50,880)
Total shareholders’ equity
618,725

565,787

642,772

635,656
Total liabilities and shareholders’ equity
$1,459,441

$1,426,286

$1,442,194

$1,455,452
See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands, except per share amounts) (Unaudited)


For the Three Months Ended
For the Nine Months Ended
For the Three Months Ended
For the Six Months Ended

September 29,
2017

September 30,
2016

September 29,
2017

September 30,
2016

June 29,
2018

June 30,
2017

June 29,
2018

June 30,
2017
Net sales
$447,046

$453,474

$1,331,993

$1,375,314

$468,129

$449,006

$931,456

$884,947
Cost of sales
308,111

317,984

933,279

961,628

332,486

314,513

661,706

626,108
Gross profit
138,935

135,490

398,714

413,686

135,643

134,493

269,750

258,839
Selling, general and administrative expenses
106,349

104,060

324,533

333,726

114,339

107,952

226,092

218,829
Restructuring costs 2,500
 344
 2,500
 691

1,954



3,647


Net (gain) loss on sale of assets
(212)
24

(217)
10

(1,525)
15

(1,588)
(5)
Operating income
30,298

31,062

71,898

79,259

20,875

26,526

41,599

40,015
Interest expense, net
5,264

4,165

15,546

11,960

5,002

6,122

10,354

10,282
Non-service pension and post retirement benefit cost (income)
(3,039)
(866)
(6,068)
(1,585)
Other expense (income), net
(483)
(332)
(711)
243

361

(69)
19

(228)
Earnings before income taxes
25,517

27,229

57,063

67,056

18,551

21,339

37,294

31,546
Income tax expense
9,237

9,774

21,034

23,329

3,457

7,881

8,134

11,797
Net earnings
$16,280

$17,455

$36,029

$43,727

$15,094

$13,458

$29,160

$19,749

Earnings per share:
 

 







 

 






Basic earnings per share
$0.58

$0.64

$1.31

$1.61

$0.54

$0.49

$1.04

$0.72
Diluted earnings per share
$0.58

$0.62

$1.27

$1.56

$0.53

$0.48

$1.03

$0.70
Average shares outstanding:
 

 







 

 






Basic
27,907

27,128

27,536

27,096

27,971

27,557

27,911

27,351
Diluted
28,219

28,080

28,319

27,943

28,349

27,842

28,258

28,370
Dividends declared per share
$0.20

$0.18

$0.60

$0.54

$0.20

$0.20

$0.40

$0.40

See accompanying notes to condensed consolidated financial statements.



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands) (Unaudited)

 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
Net earnings $16,280
 $17,455
 $36,029
 $43,727
 $15,094
 $13,458
 $29,160
 $19,749
Other comprehensive income (loss), net of tax:                
Foreign currency translation adjustments 7,731
 1,050
 24,105
 1,085
 (11,969) 13,777
 (5,956) 16,374
Unrealized gain (loss) on derivative instruments, net of tax expense (benefit) of ($43) and $205 and $72 and ($227), respectively (70) 338
 121
 (374)
Change in pension and post-retirement benefit plan liabilities, net of tax expense of $1,309 and $1,213 and $3,979 and $3,641, respectively 2,220
 2,005
 6,588
 6,015
Other comprehensive income 9,881
 3,393
 30,814
 6,726
Unrealized gain on derivative instruments, net of tax expense of $0 and $5 and $1 and $115, respectively 
 7
 1
 191
Change in pension and post-retirement benefit plan liabilities, net of tax expense of $703 and $1,335 and $1,413 and $2,670, respectively 2,203
 2,159
 4,420
 4,368
Other comprehensive income (loss) (9,766) 15,943
 (1,535) 20,933
Comprehensive income $26,161
 $20,848
 $66,843
 $50,453
 $5,328
 $29,401
 $27,625
 $40,682

See accompanying notes to condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands) (Unaudited)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands) (Unaudited)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands) (Unaudited)


For the Nine Months Ended
For the Six Months Ended

September 29,
2017

September 30,
2016

June 29,
2018

June 30,
2017
Cash flows from operating activities:
 

 

 

 
Net earnings
$36,029

$43,727

$29,160

$19,749
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
 

 

 

 
Depreciation and amortization
31,919

32,583

21,125

21,309
Amortization of debt issuance costs
1,564

1,149

899

1,103
Accretion of convertible notes discount
2,769

1,598

1,282

2,091
Provision for doubtful accounts
743

1,021

445

511
Net (gain) loss on sale of assets
(217)
10
Net gain on sale of assets
(1,588)
(5)
Loss on debt extinguishment
137





137
Net (gain) loss on derivative instruments
(789)
783
Net loss (gain) on derivative instruments
467

(337)
Stock compensation expense
4,917

4,711

3,817

3,707
Excess tax benefit from share-based compensation arrangements


(302)
Deferred income taxes
6,450

3,993

7,297

6,131
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:


 



 
Accounts receivable
(44,537)
(12,011)
32,836

(34,666)
Contract assets
(42,737)

Contract costs
(5,480)

Inventories
12,317

(10,050)
1,782

3,987
Income tax refunds receivable
5,430

883

(803)
1,031
Other current assets
(2,084)
1,271

(6,299)
(1,641)
Accounts payable - trade
(5,373)
967

7,455

1,774
Accrued contract losses
231

468
Accrued restructuring costs 1,467
 (673)
Contract liabilities
74,865

246
Advances on contracts
1,458

3,573



(8,042)
Other accruals and payables
1,850

7,229
Other current liabilities
(3,172)
(2,171)
Income taxes payable
3,830

28

(3,049)
(414)
Pension liabilities
(11,531)
(9,318)
(23,887)
(10,312)
Other long-term liabilities
(2,746)
(1,624)
(673)
(4,362)
Net cash provided by operating activities
43,834

70,016
Net cash provided by (used in) operating activities
93,742

(174)
Cash flows from investing activities:
 

 

 

 
Proceeds from sale of assets
513

190

1,712

253
Expenditures for property, plant & equipment
(19,874)
(23,926)
(15,812)
(15,196)
Acquisition of businesses (net of cash acquired)
(1,365)
(6,631)


(1,365)
Other, net
(2,375)
(442)
(635)
(763)
Net cash used in investing activities
(23,101)
(30,809)
(14,735)
(17,071)
Cash flows from financing activities:
 

 

 

 
Net borrowings (repayments) under revolving credit agreements
(73,779)
(12,959)
Net (repayments) borrowings under revolving credit agreements
(71,383)
(53,431)
Debt repayment
(5,000)
(3,750)
(3,750)
(3,125)
Proceeds from the issuance of 2024 convertible notes
200,000


Proceeds from the issuance of 2024 convertible note


200,000
Repayment of 2017 convertible notes
(163,654)




(163,654)
Purchase of capped call - 2024 convertible notes
(20,500)




(20,500)
Proceeds from bond hedge settlement - 2017 convertible notes
58,564





58,564
Bank overdraft
1,115

3,427
Net change in bank overdraft
2,578

575
Proceeds from exercise of employee stock awards
5,426

7,094

5,274

4,681
Purchase of treasury shares
(6,931)
(8,989)
(8,824)
(2,718)
Dividends paid
(15,892)
(14,625)
(11,149)
(10,312)
Debt and equity issuance costs
(7,469)




(7,348)
Other
(379)
(246)
(439)
(235)
Windfall tax benefit


302
Net cash used in financing activities
(28,499)
(29,746)
Net (decrease) increase in cash and cash equivalents
(7,766)
9,461
Net cash (used in) provided by financing activities
(87,693)
2,497
Net decrease in cash and cash equivalents
(8,686)
(14,748)
Effect of exchange rate changes on cash and cash equivalents
1,990

(372)
(578)
1,309
Cash and cash equivalents at beginning of period
41,205

16,462

36,904

41,205
Cash and cash equivalents at end of period
$35,429

$25,551

$27,640

$27,766

Supplemental disclosure of noncash activities:











Common shares issued for partial unwind of warrant transactions
$30,279

$
Value of common shares issued for unwind of warrant transactions
$7,583

$30,279
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)


1. BASIS OF PRESENTATION

The December 31, 2016,2017, Condensed Consolidated Balance Sheet amounts have been derived from the previously audited Consolidated Balance Sheet of Kaman Corporation and subsidiaries (collectively, the “Company”), but do not include all disclosures required by accounting principles generally accepted in the United States of America ("US GAAP"). In the opinion of management, the condensed consolidated financial information reflects all adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this report. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. The statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2017. The results of operations for the interim periods presented are not necessarily indicative of trends or of results to be expected for the entire year.

The Company has a calendar year-end; however, its first three fiscal quarters follow a 13-week convention, with each quarter ending on a Friday. The thirdsecond quarters for 20172018 and 20162017 ended on SeptemberJune 29, 20172018, and SeptemberJune 30, 20162017, respectively.

2. RECENT ACCOUNTING STANDARDS

Recent Accounting Standards Adopted

In AugustMay 2017, the FASB issued Accounting Standards Update ("ASU") 2017-12, "Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities". The objective of this standard update is to improve the financial reporting of hedging relationships to better reflect the economic results of an entity's risk management activities in its financial statements. This ASU expands hedge accounting for both nonfinancial and financial risk components and refines the measurement of hedge results to better reflect an entity's hedging strategies. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting". The objective of this standard update is to address the diversity in practice and reduce the cost and complexity of applying guidance for a change to the terms or conditions of a share-based payment award. This ASU provides guidance on when an entity should apply modification accounting for stock compensation. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption iswas permitted. The adoption of this standard update is not expected to have a materialhad no impact on the Company's consolidated financial statements.
In March 2017, the FASB issued ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) - Premium Amortization on Purchased Callable Debt Securities”. Under this ASU, the amortization period for certain callable debt securities held at a premium is shortened to more closely align the amortization period with expectations incorporated in market pricing on the underlying securities. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact this standard update might have on its consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Net Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. The objective of this standard update is to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. This standard update requires employers to disaggregate the service cost component from the other components of net benefit cost. This ASU also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The other components of net benefit cost, which are expected to more than offset the service cost component, are required to be presented in the income statement separately from the service cost component and outside of operating profit. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. This ASU was applied retrospectively for the presentation of the service cost component and the other components of net benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component and the other components of net benefit cost in assets. The standard update allows for a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The Company applied this practical expedient for prior period presentation. The Company currently estimates that the service cost component to be included in operating profit will be approximately $4.9 million and the other components of net benefit cost presented below operating income will be approximately $12.7 million of income in 2018.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For See Note 12, Pension Plans,for the three-monthservice cost component and nine-month fiscal periods ended September 29, 2017other components of net benefit in the current period and September 30, 2016
(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)Note 3, Significant Accounting Policies Update, for the impact to prior period results.
In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)". The objective of this standard update is to clarify the scope of asset derecognition guidance and to provide new guidance for partial sales of nonfinancial assets. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted,was permitted; however, an entity iswas required to apply the amendments in this ASU in the same period that it applies the amendments for ASU 2014-09. The adoption of this standard update did not have a material impact on the Company's consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

Recent Accounting Standards Adopted - continued

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230) - Restricted Cash". The objective of this standard update is to address the diversity in classification and presentation of changes in restricted cash on the statement of cash flows. Under this ASU, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption was permitted. The adoption of this standard update had no impact on the Company's consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory". Under this ASU, income tax consequences of an intra-entity transfer of an asset other than inventory is recognized when the transfer occurs. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption was permitted. The adoption of this standard update did not have a material impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments". This standard update was issued to address diversity in practice in how certain cash receipts and cash payments are presented and classified. The provisions of ASU 2016-15 are effective for interim and annual periods beginning after December 15, 2017. Early adoption was permitted. The adoption of this standard update did not have a material impact on the Company's consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities”. The objective of this standard update is to remove inconsistent practices with regards to the accounting for financial instruments between US GAAP and International Financial Reporting Standards (“IFRS”). The standard update intends to improve the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The provisions of this standard update are effective for interim and annual periods beginning after December 15, 2017. The adoption of this standard update had no impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASC 606"). The objective of this standard update is to remove inconsistent practices with regard to revenue recognition between US GAAP and IFRS. The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The provisions of ASU No. 2014-09 are effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. As a result, the Company applied ASC 606 only to contracts that were not completed as of January 1, 2018. The adoption of ASC 606 resulted in a net reduction to opening retained earnings of approximately $9.6 million, net of tax, on January 1, 2018.

Subsequent to the issuance of ASU 2014-09, the FASB issued the following updates: ASU 2015-14, "Revenue from Contracts with Customers (Topic 606) - "Deferral of the Effective Date"; ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”; ASU 2016-10, "Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing"; ASU 2016-12, "Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients"; and ASU 2016-20, "Technical Corrections and Improvements to Topic 606". The amendments in these updates affect the guidance contained within ASU 2014-09 and were similarly adopted on January 1, 2018. See Note 3, Significant Accounting Policies Update, for further information on the impacts of these standard updates.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

Recent Accounting Standards Yet to be Adopted

In February 2018, the FASB issued ASU 2018-02 "Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The objective of this standard is to address the concern that tax effects of items within accumulated other comprehensive income do not appropriately reflect the tax rate because the Tax Cut and Jobs Act of 2017 ("Tax Reform") required the adjustment of deferred taxes be recorded to income. This ASU provides an entity the election to reclassify stranded tax effects resulting from Tax Reform to retained earnings from accumulated other comprehensive income. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact this standard update could have on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities". The objective of this standard update is to improve the financial reporting of hedging relationships to better reflect the economic results of an entity's risk management activities in its financial statements. This ASU expands hedge accounting for both nonfinancial and financial risk components and refines the measurement of hedge results to better reflect an entity's hedging strategies. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The objective of this standard update is to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. Under this ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, assuming the loss recognized does not exceed the total amount of goodwill for the reporting unit. The standard update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The impact of the adoption of this standard update is dependent on the Company's goodwill impairment assessment.
In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230) - Restricted Cash". The objective of this standard update is to address the diversity in classification and presentation of changes in restricted cash on the statement of cash flows. Under this ASU, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory". Under this ASU, income tax consequences of an intra-entity transfer of an asset other than inventory will be recognized when the transfer occurs. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments". This standard update was issued to address diversity in practice in how certain cash receipts and cash payments are presented and classified. The provisions of ASU 2016-15 will be effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323) - Simplifying the Transition to the Equity Method of Accounting”. This standard update eliminates the requirement to retroactively adopt the equity method of accounting when an investment qualifies for use of the equity method. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815) - Contingent Put and Call Options in Debt Instruments”. The objective of this standard update is to eliminate inconsistent practices with regards to assessing embedded contingent put and call options in debt instruments. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815) - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships”. The objective of this standard update is to clarify whether a change in the counterparty to a derivative instrument results in a requirement to dedesignate that hedging relationship and discontinue the application of hedge accounting. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under this ASU as amended, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under this ASU as amended. This standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is developinghas developed a project plan that includes a three-phase approach to implementimplementing this standard updateupdate. Phase one, the assessment phase, was completed in the third quarter of 2017. The Company began the second phase in the fourth quarter of 2017, which includes implementing new lease administration software, establishing policies and is currently assessingunderstanding the potentialinitial financial impact this standard update mightwill have on itsthe Company's consolidated financial statements. Phase three, which the Company anticipates beginning in the second half of 2018, will include integrating the standard update into financial reporting processes and systems and developing a more robust understanding of the financial impact of this standard update. The Company anticipates the ASU will have a material impact on its assets and liabilities due to the addition of right-of-use assets and lease liabilities to the balance sheet,sheet; however, it does not expect the ASU to have a material impact on the Company's cash flows or results of operations.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities”. The objective of this standard update is to remove inconsistent practices with regards to the accounting for financial instruments between US GAAP and International Financial Reporting Standards (“IFRS”). The standard update intends to improve the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The provisions of this standard update are effective for interim and annual periods beginning after December 15, 2017. The Company does not expect these changes to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330) - Simplifying the Measurement of Inventory". ASU 2015-11 requires an entity to measure inventory within the scope of the standard at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The standard update is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of this standard update is to remove inconsistent practices with regard to revenue recognition between US GAAP and IFRS. The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company has developed a project plan that includes a three-phase approach to implementing this standard update. Phase one, the assessment phase, was completed in early 2016. The Company concluded the second phase of the project, which included conversion activities such as establishing policies, identifying system impacts and developing a basic understanding of the impact this standard update will have on the Company's consolidated financial statements, during the fourth quarter of 2016. Phase three, which began during the first quarter of 2017, includes the integration of the standard update into financial reporting processes and systems, and developing a more robust understanding of the financial impact of this standard update on the Company's consolidated financial statements. The Company anticipates the transition to the new standard could have a material impact on the Company's consolidated financial statements but will be unable to quantify that impact until the third phase of the project has been completed. The Company expects the cost of the activities it is undertaking to transition to the new standard will result in an increase in selling, general and administrative expenses in 2017 and beyond.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

2. RECENT
3. SIGNIFICANT ACCOUNTING STANDARDSPOLICIES UPDATE

The Company's significant accounting policies are detailed in "Note 1 - Summary of Significant Accounting Policies" of its Annual Report on Form 10-K for the year-ended December 31, 2017. Significant changes to the Company's accounting policies as a result of adopting new accounting standards are discussed below:

Revenue Recognition

Under ASC 606, the amount of revenue recognized for any goods or services reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied.

A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation when they are a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires significant judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company's contracts with customers generally do not include significant financing components or non-cash consideration.

In certain instances, the Company has accounted for contracts using the portfolio approach, a practical expedient permissible under the standard. The determination of when the use of the portfolio approach is appropriate requires judgment from management based on consideration of all the facts and circumstances. The Company uses the portfolio approach when the effect of accounting for a group of contracts or a group of performance obligations would not differ materially from considering each contract or performance obligation separately. This determination requires the use of estimates and assumptions that reflect the size and composition of the portfolio. The Company primarily uses the portfolio approach within its over time revenue streams throughout the Distribution segment as well as for its commercial and defense bearings and structures businesses in the Aerospace segment. The Company's primary criteria considered when using the portfolio approach is the commonality of economic factors, which generally follow the product type based on consistent production costs and standard pricing for the products.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Revenue Recognition - continued

The Company intends to transition using the modified retrospective method upon adoption of this standard update. Distribution segment

The Distribution segment currently recognizeshas historically recognized the majority of its revenue when the sales price was fixed, collectability was reasonably assured and the product's title and risk of loss had transferred to the customer. This method of revenue recognition remains substantially the same as revenue will be recognized at athe point in time whereaswhen title transfers to the new standard will result incustomer, as this is when the performance obligations are generally controlled by the customer. A small percentage of revenue within the Distribution segment, specifically certain revenue streams moving to ancontracts for value-add services, engineering services and repairs, are accounted for over time under ASC 606. For the over time contracts within the Distribution segment, revenue recognition model. is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the cost-to-cost measure of progress for its contracts because it best depicts the transfer of assets to the customer which occurs as cost is incurred under the contracts. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. The Company performs detailed quarterly reviews of the progress and execution of its performance obligations under certain larger contracts. As part of this process, management reviews information, primarily its estimated costs at completion and costs incurred to date by its vendors as a majority of production costs at the segment are incurred by third party vendors. These estimated costs are included in the calculation of the measures of progress towards completion.

Additionally, the Company includes freight costs charged to customers in net sales and the correlating expense as a cost of sales. Sales tax collected from customers is excluded from net sales in the Company's Condensed Consolidated Statements of Operations.

Aerospace segment

The majority of our long-term contracts in the Aerospace segment are currentlywere historically accounted for under the percentage-of-completion method using units-of-delivery as a measurement basis. For these programs, early-contract unit costs in excess of the average expected cost over the life of the contract are capitalized and amortized over the number of units in the contract. With the adoption of this standard update, some deferred unit costs in excess of the contract average will be eliminated through retained earnings and will not be amortized into future earnings. The Company anticipates that manyMany of these contracts will movemoved to an over time revenue model under the percentage-of-completion method.ASC 606. For example, revenue for the Company's Joint Programmable Fuze ("JPF") program with the U.S. Government ("USG") will movemoved from percentage-of-completion using units-of-delivery as the measurement basis to the over time revenue recognition model using input costs as the basis for recognizing progress to completion. Conversely, revenue for the K-MAX® program will movemoved from cost-to-cost revenue recognition under percentage-of-completion accounting to point in time,the point-in-time method, with revenue on these aircraft being recognized upon delivery to the end customer. The Company is currently workingFor certain programs, early-contract unit costs in excess of the average expected cost over the life of the contract and general and administrative costs were previously capitalized and amortized over the period of performance of the contract. With the adoption of this standard update, $32.5 million of previously capitalized deferred costs in excess of the contract average and previously contractually recoverable general and administrative costs were adjusted within the cumulative effect to quantify the impact these changesretained earnings and will have on the financial statements; however, the ultimate impact cannot currentlynot be determined as it will be dependent upon the terms of contracts with customers at such time and the Company's progress to completion as of December 31, 2017.amortized into earnings after January 1, 2018.

SubsequentTo determine the appropriate revenue recognition model for the Aerospace segment's long-term contracts, the Company evaluates whether a contract exists, considering whether multiple contracts should be combined as one single contract and then whether the contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, as these decisions could change the amount of revenue and profit recorded in a given period. For certain programs, the Company may promise to provide distinct goods or services within a contract, in which case these are separated into more than one performance obligation.

For certain programs in the Aerospace segment, the Company recognizes revenue over time because of continuous transfer of control to the issuancecustomer. For USG contracts, this continuous transfer of ASU 2014-09,control to the FASB has issuedcustomer is supported by clauses in the following updates: ASU 2015-14, "Revenue from Contracts with Customers (Topic 606)contract that provide lien rights to the customer over the work in progress, thereby control transfers as costs are incurred. For non-USG contracts, the customer typically controls the work in progress because the Company is producing products that do not have an alternative use to the Company and where contractual termination clauses provide the Company rights to payment for work performed to date plus a reasonable profit.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - "DeferralContinued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Revenue Recognition - continued

Aerospace segment - continued

Revenue is recognized based on the extent of progress towards completion of the Effective Date"; ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”; ASU 2016-10, "Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligationsperformance obligation. The selection of the method to measure progress towards completion requires judgment and Licensing"; ASU 2016-12, "Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvementsis based on the nature of the products or services to be provided. The Company generally uses the cost-to-cost measure of progress for its contracts because it best depicts the transfer of assets to the customer which occurs as cost is incurred under the contracts. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Total estimated contract costs generally include labor, materials and Practical Expedients";subcontractors’ costs, other direct costs and ASU 2016-20, "Technical Correctionsrelated overhead costs. These estimates also include the estimated cost of satisfying offset obligations, as required under certain contracts. The complexity of certain programs as well as technical risks and Improvementsuncertainty as to Topic 606". The amendments in these updatesthe future availability of materials and labor resources could affect the guidance contained within ASU 2014-09Company’s ability to accurately estimate future contract costs.

For contracts that recognize revenue over time, the Company performs detailed quarterly reviews of the progress and are being assessed asexecution of its performance obligations under these contracts. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include management's judgment about the ability and cost to achieve the schedule (e.g. the number and type of milestone events), technical requirements (e.g., a newly-developed product versus a mature product) and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g. to estimate increases in wages and prices for materials and related support cost allocations), execution by subcontractors, the availability and timing of funding from customers and overhead cost rates, among other variables. Based upon these reviews, the Company will record the effects of adjustments in profit estimates each period. If at any time management determines that in the case of a particular contract total costs will exceed total contract revenue, a provision for the entire anticipated contract loss is recorded at that time. The amount of revenue recognized in the three-month and six-month fiscal periods ended June 29, 2018 from performance obligations satisfied (or partially satisfied) in previous periods was $1.4 million and $3.0 million, respectively. These amounts were primarily related to changes in the estimates of the stage of completion of Aerospace contracts, more specifically the JPF contract with the USG, the AH-1Z contract and the SH-2G contract with Peru. For the three-month and six-month fiscal periods ended June 30, 2017, there were net increases in the Company's operating income attributable to changes in contract estimates of $1.1 million and $2.1 million, respectively. These increases were primarily a result of improved performance on the JPF USG Program, the AH-1Z program and the SH-2G program with Peru. These improvements were partially offset by cost growth on the K-MAX® and A-10 programs.

Due to the nature of the work required to be performed on many of the Company's performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. From time-to-time the Company enters into long-term contracts with the USG that contain award fees, incentive fees or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company's anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company does not include financing components as variable consideration if less than one year. At June 29, 2018, the Company did not have any significant financing components.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Revenue Recognition - continued

Aerospace segment - continued

Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for goods or services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis, except when such modifications relate to a performance obligation that is a series of substantially the same distinct goods or services. If the modification relates to a performance obligation for a series of substantially the same distinct goods or services, the modification is treated prospectively. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. The Company applied the practical expedient for any contracts that were modified prior to January 1, 2018; therefore, the contracts were not restated retrospectively for those modifications.

For other contracts within the Aerospace segment, excluding the long-term contracts discussed above, the method of revenue recognition project plan.will remain substantially the same under ASC 606. For these contracts, revenue will be primarily recognized at the point in time when the title transfers to the customer, as this is when the performance obligation is controlled by the customer. Additionally, a small percentage of revenue related to certain contracts for repairs and overhauls within the Aerospace segment is accounted for over time under ASC 606. Under these contracts, revenue is generally recognized as work is performed in proportion to the actual costs incurred as compared to total estimated contract costs.

The cumulative effect of the changes made to the Company's Consolidated Balance Sheets as of January 1, 2018 as a result of the adoption of ASC 606 was as follows:
  Balance at   Balance at
in thousands December 31, 2017 Adjustments due to ASC 606 January 1,
2018
Assets      
Accounts receivable, net $313,451
 $(29,242) $284,209
Contract assets 
 82,699
 82,699
Contract costs, current portion 
 3,022
 3,022
Inventories 367,437
 (73,674) 293,763
Other current assets 27,188
 33
 27,221
Deferred income taxes 27,603
 4,170
 31,773
Contract costs, noncurrent portion 
 7,852
 7,852
       
Liabilities      
Accounts payable - trade $127,591
 $1,068
 $128,659
Contract liabilities, current portion 
 10,705
 10,705
Advances on contracts 8,527
 (8,527) 
Other current liabilities 52,812
 (1,016) 51,796
Income taxes payable 1,517
 1,525
 3,042
Contract liabilities, noncurrent portion 
 689
 689
       
Equity      
Retained earnings $587,877
 $(9,584) $578,293

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Revenue Recognition - continued

The reduction to retained earnings of $9.6 million in the cumulative effect adjustment on January 1, 2018 primarily reflects the reduction of $32.5 million in costs previously capitalized in inventory, which included deferred unit costs in excess of the contract average and previously capitalized general and administrative costs, partially offset by the acceleration of net sales of $62.3 million and associated gross profit of $20.2 million for deliveries that would have occurred in 2018, but are now recognized over time as costs are incurred.

The following tables summarize the impacts of ASC 606 on the Company's condensed consolidated financial statements.
  June 29, 2018
  As reported Adjustments Balances without adoption of ASC 606
In thousands      
Assets      
Accounts receivable, net $250,293
 $19,355
 $269,648
Contract assets 125,204
 (125,204) 
Contract costs, current portion 3,487
 (3,487) 
Inventories 291,058
 121,351
 412,409
Income tax refunds receivable 3,692
 4,722
 8,414
Other current assets 32,173
 (183) 31,990
Deferred income taxes 22,998
 (4,254) 18,744
Contract costs, noncurrent portion 12,847
 (12,847) 
       
Liabilities      
Accounts payable - trade $136,140
 $(980) $135,160
Contract liabilities, current portion 9,928
 (9,928) 
Advances on contracts, current portion 
 9,919
 9,919
Other current liabilities 54,462
 572
 55,034
Deferred income taxes 7,738
 (3) 7,735
Contract liabilities, noncurrent portion 76,330
 (76,330) 
Advances on contracts, noncurrent portion 
 76,330
 76,330
       
Equity      
Retained earnings $596,270
 $(127) $596,143

For the six-month fiscal period ended June 29, 2018, the Company realized changes of asset and liability accounts as described above, with no impact to the Company's cash flows from operating activities.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Revenue Recognition - continued

  For the Three Months Ended
  June 29, 2018
  As reported Adjustments Balances without adoption of ASC 606
In thousands      
Net sales $468,129
 $(18,473) $449,656
Cost of sales 332,486
 (13,370) 319,116
Gross profit 135,643
 (5,103) 130,540
Selling, general and administrative expenses 114,339
 (1,944) 112,395
Restructuring costs 1,954
 
 1,954
Net gain on sale of assets (1,525) 
 (1,525)
Operating income 20,875
 (3,159) 17,716
Interest expense, net 5,002
 
 5,002
Non-service pension and post retirement benefit cost (income) (3,039) 
 (3,039)
Other expense (income), net 361
 
 361
Earnings before income taxes 18,551
 (3,159) 15,392
Income tax expense 3,457
 (813) 2,644
Net earnings $15,094
 $(2,346) $12,748

  For the Six Months Ended
  June 29, 2018
  As reported Adjustments Balances without adoption of ASC 606
In thousands      
Net sales $931,456
 $(61,974) $869,482
Cost of sales 661,706
 (46,628) 615,078
Gross profit 269,750
 (15,346) 254,404
Selling, general and administrative expenses 226,092
 (2,521) 223,571
Restructuring costs 3,647
 
 3,647
Net gain on sale of assets (1,588) 
 (1,588)
Operating income 41,599
 (12,825) 28,774
Interest expense, net 10,354
 
 10,354
Non-service pension and post retirement benefit cost (income) (6,068) 
 (6,068)
Other expense (income), net 19
 
 19
Earnings before income taxes 37,294
 (12,825) 24,469
Income tax expense 8,134
 (3,114) 5,020
Net earnings $29,160
 $(9,711) $19,449

For the three-month and six-month fiscal periods ended June 29, 2018, the only adjustments to comprehensive income when comparing the balances with ASC 606 and the balances without ASC 606 included the adjustments to net earnings presented above.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Accounts Receivable

The Company's receivables, net, consist of amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts, which reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts balance. Management determines the allowance based on known troubled accounts, historical experience and other currently available evidence.

Contract Assets

The Company's contract assets include unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts do not exceed their net realizable value. Contract assets are generally classified as current as such amounts are billable and collectible within twelve months.

Contract Costs

Contract costs consist of costs to obtain and fulfill a contract. Costs to fulfill a contract primarily consist of nonrecurring engineering costs incurred at the start of a new program for which such costs are expected to be recovered under existing and future contracts. Such costs are amortized over the estimated revenue amount of the contract. Costs to obtain a contract consist of commissions and agent fees paid in connection with the award of a contract. If these costs are determined to have an amortization period of less than one year, the Company applies the practical expedient and the related costs are expensed as incurred. If the amortization period is determined to be greater than a year and the incremental costs to obtaining the contract qualify as an asset, then the contract costs are recorded and amortized over the estimated contract revenue. At June 29, 2018, costs to fulfill a contract and costs to obtain a contract were $9.5 million and $6.8 million, respectively. These amounts are included in contract costs, current portion and contract costs, noncurrent portion on the Company's Condensed Consolidated Balance Sheets at June 29, 2018.

Contract Liabilities

The Company's contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue. Advance payments and billings in excess of revenue recognized are classified as current or noncurrent based on the timing of when recognition of revenue is expected. At June 29, 2018, the noncurrent portion of contract liabilities was $76.3 million, which is included in contract liabilities, noncurrent portion in the Company's Condensed Consolidated Balance Sheets.

Unfulfilled Performance Obligations

Unfulfilled performance obligations ("backlog") represents the transaction price of firm orders for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of June 29, 2018, the aggregate amount of the transaction price allocated to backlog was $969.0 million. The Company expects to recognize revenue on approximately $585.6 million of this amount over the next 12 months, with the remaining amount to be recognized thereafter.

Pension

The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized in comprehensive income in the year in which they occur.

Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31st. The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. The service cost component of net benefit cost is recorded in cost of sales and selling, general and administrative expenses separately from the other components of net benefit cost, which are recorded to non-service pension and postretirement benefit cost (income). See Note 12, Pension Plans, for further information.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Pension - continued

The following tables summarize the impacts of the adoption of ASU 2017-07 on the Company's Condensed Statement of Operations and segment operating income.
  For the Three Months Ended
  June 30, 2017
  As previously reported Adjustments As adjusted
In thousands      
Cost of sales $314,043
 $470
 $314,513
Gross profit 134,963
 (470) 134,493
Selling, general and administrative expenses 107,556
 396
 107,952
Operating income 27,392
 (866) 26,526
Non-service pension and post retirement benefit cost (income) 
 (866) (866)
       
Segment operating income      
Distribution $15,934
 $(277) $15,657
Aerospace 26,270
 (558) 25,712
Corporate expenses (14,797) (31) (14,828)

  For the Six Months Ended
  June 30, 2017
  As previously reported Adjustments As adjusted
In thousands      
Cost of sales $625,168
 $940
 $626,108
Gross profit 259,779
 (940) 258,839
Selling, general and administrative expenses 218,184
 645
 218,829
Operating income 41,600
 (1,585) 40,015
Non-service pension and post retirement benefit cost (income) 
 (1,585) (1,585)
       
Segment operating income      
Distribution $27,628
 $(555) $27,073
Aerospace 42,859
 (1,117) 41,742
Corporate expenses (28,892) 87
 (28,805)

3.4. RESTRUCTURING COSTS

During the third quarter of 2017, the Company initiated restructuring activities at its Aerospace segment to support the ongoing effort of improving capacity utilization and operating efficiency to better position the Company for increased profitability and growth. Such actions include workforce reductions and the consolidation of operations, beginning in the third quarter of 2017 through the planned completion of restructuring activities in the fourth quarter of 2018. The Company currently expects these actions to result in approximately $8.0$7.0 million to $10.0$8.5 million in pre-tax restructuring and transition charges with approximately $4.0 million expected to be recordedand, beginning in 2017. Of these charges, $5.5 million to $6.5 million are expected to result from cash outlays for employee separation and other closure-related expenses. The Company anticipates these actions2019, will result in total cost savings of approximately $4.0 million annually beginning in 2019.annually.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


4. RESTRUCTURING COSTS (CONTINUED)

The following table summarizes the accrual balances by cost type for the restructuring actions:
 Severance 
Other (1)
 Total Severance 
Other (1)
 Total
In thousands            
Restructuring accrual balance at December 31, 2016 $
 $
 $
Restructuring accrual balance at December 31, 2017 $1,172
 $179
 $1,351
Provision 1,292
 178
 1,470
 1,019
 1,245
 2,264
Cash payments 
 
 
 (1,268) (1,223) (2,491)
Restructuring accrual balance at September 29, 2017 $1,292
 $178
 $1,470
Changes in foreign currency exchange rates (6) (8) (14)
Restructuring accrual balance at June 29, 2018 $917
 $193
 $1,110
(1) Includes costs associated with consolidation of facilities.

The above accrual balance was included in other current liabilities on the Company's Consolidated Balance Sheets. For the three-month and six-month fiscal period ended September 29, 2017,periods, the Aerospace segment incurred $1.5 million and $2.3 million in costs, respectively, associated with the restructuring activities described above. Since the announcement of these restructuring activities, restructuring expense totaling $2.5 million,as of June 29, 2018 was included in restructuring costs on the Company's Consolidated Statements of Operations.$4.9 million. Included in this expense is approximately $1.0 million of cost that primarily relates to the write-off of inventory for various small order programs that the Company will no longer continue to manufacture as a result of the consolidation of operations.operations

Other Matters

In addition to the restructuring above, for the three-month and six-month fiscal periods ended June 29, 2018, the Aerospace segment incurred $0.3 million and $1.2 million in costs, respectively, associated with the termination of certain distributor agreements and separation costs for certain employees not covered by the restructuring activities noted above. The Distribution segment incurred $0.1 million in separation costs for certain employees in the three-month fiscal period ended June 29, 2018. These amounts are not included in the table above.

5. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:
  June 29,
2018
 December 31,
2017
In thousands    
Trade receivables $165,835
 $152,078
U.S. Government contracts:    
Billed 19,355
 26,093
Cost and accrued profit - not billed 1,230
 862
Commercial and other government contracts    
Billed 67,025
 107,962
Cost and accrued profit - not billed 911
 30,590
Less allowance for doubtful accounts (4,063) (4,134)
Accounts receivable, net $250,293
 $313,451

The decrease in commercial and other government contracts cost and accrued profit - not billed was primarily attributable to the adoption of ASC 606.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

4.5. ACCOUNTS RECEIVABLE, NET (CONTINUED)

Accounts receivable, net consists of the following:
  September 29,
2017
 December 31,
2016
In thousands    
Trade receivables $151,946
 $143,471
U.S. Government contracts:  
  
Billed 13,762
 17,244
Costs and accrued profit – not billed 1,381
 1,478
Commercial and other government contracts:  
  
Billed 84,519
 50,560
Costs and accrued profit – not billed 32,992
 22,234
Less allowance for doubtful accounts (4,160) (4,123)
Accounts receivable, net $280,440
 $230,864

The increase in commercial and other governments contracts billed was primarily related to receivables under the JPF program.

At December 31, 2016, $3.7 million of unbilled receivables and accrued profit for the K-MAX® program were included in other assets on the Company's Condensed Consolidated Balance Sheet, as the amounts due were expected to be collected more than one year after the balance sheet date. At September 29, 2017, all receivables for the K-MAX® program were included in accounts receivable, net, as the amounts due are expected to be collected within one year of the balance sheet date.

Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:
 September 29,
2017
 December 31,
2016
 June 29,
2018
 December 31,
2017
In thousands        
Contract changes, negotiated settlements and claims for unanticipated contract costs $900
 $900
 $900
 $900

5.6. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES

Contract assets consist of unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract costs consist of costs to obtain and fulfill a contract. Costs to fulfill a contract primarily consist of nonrecurring engineering costs incurred at the start of a new program for which such costs are expected to be recovered under existing and future contracts. Such costs are amortized over the estimated revenue amount of the contract. Costs to obtain a contract consist of commissions and agent fees paid in connection with the award of a contract. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue.

Reconciliation of Contract Balances

Activity related to contract assets, contract costs and contract liabilities is as follows:
  June 29,
2018
 
January 1, 2018(1)
 $ Change % Change
In thousands        
Contract assets $125,204
 $82,699
 $42,505
 51.4 %
         
Contract costs, current portion $3,487
 $3,022
 $465
 15.4 %
Contract costs, noncurrent portion $12,847
 $7,852
 $4,995
 63.6 %
         
Contract liabilities, current portion $9,928
 $10,705
 $(777) (7.3)%
Contract liabilities, noncurrent portion $76,330
 $689
 $75,641
 10,978.4 %
(1) These amounts include the impact of the cumulative effect adjustment resulting from the adoption of ASC 606.

Contract Assets

The increase in contract assets was primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations during the six-month fiscal period ended June 29, 2018. This increase is primarily related to work performed and not yet billed on the JPF program with the USG, legacy fuze programs and the SH-2G program with Peru in the Aerospace segment and the automation, control and energy product line at the Distribution segment. There were no significant impairment losses related to the Company's contract assets during the six-month fiscal period ended June 29, 2018.

Contract assets includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:
  June 29,
2018
 December 31,
2017
In thousands    
Contract changes, negotiated settlements and claims for unanticipated contract costs $3,423
 $

On January 1, 2018, $4.3 million in claims previously included in inventory were reclassified to contract assets as part of the cumulative effect adjustment resulting from the adoption of ASC 606. This amount was partially offset by the settlement of a claim in the six-month fiscal period ended June 29, 2018.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


6. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES (CONTINUED)

Contract Costs

The increase in contract costs, current portion was primarily related to costs to fulfill certain metallic structures programs, partially offset by amortization of contract costs. For the three-month and six-month fiscal periods ended June 29, 2018, amortization of contract costs was $1.0 million and $1.7 million, respectively.

The increase in contract costs, noncurrent portion was primarily related to costs to obtain a JPF DCS contract.

Contract Liabilities

The decrease in contract liabilities, current portion was primarily due to revenue recognized in excess of payments received on these performance obligations, primarily associated with deliveries under a JPF DCS contract and the K-MAX® program, partially offset by an advance payment received for a JPF DCS contract. For the three-month and six-month fiscal periods ended June 29, 2018, revenue recognized related to contract liabilities, current portion at January 1, 2018 was $1.4 million and $6.4 million.

The increase in contract liabilities, noncurrent portion was due to an advance payment received for a JPF DCS contract. For the three-month and six-month fiscal periods ended June 29, 2018, the Company did not recognize revenue against contract liabilities, noncurrent portion.

7. FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: 
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)

5. FAIR VALUE MEASUREMENTS (CONTINUED)

The following table presents the carrying value and fair value of financial instruments that are not carried at fair value:
  September 29, 2017 December 31, 2016
  Carrying Value Fair Value Carrying Value Fair Value
In thousands        
Debt:        
Level 1 $
 $
 $113,203
 $170,935
Level 2 420,127
 446,490
 303,855
 279,582
Total $420,127
 $446,490
 $417,058
 $450,517
  June 29, 2018 December 31, 2017
  Carrying Value Fair Value Carrying Value Fair Value
In thousands        
Debt (1)
 $330,264
 $382,945
 $405,602
 $428,432
(1) These amounts are classified within Level 2.

The above fair values were computed based on quoted market prices (Level 1 and 2) and discounted future cash flows (Level 2 observable(observable inputs), as applicable. Differences from carrying values are attributable to interest rate changes subsequent to when the transactions occurred.

The fair values of cash and cash equivalents, accounts receivable, net and accounts payable - trade approximate their carrying amounts due to the short-term maturities of these instruments.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

7. FAIR VALUE MEASUREMENTS (CONTINUED)

Recurring Fair Value Measurements

The Company holds derivative instruments for foreign exchange contracts and interest rate swaps that are measured at fair value using observable market inputs such as forward rates and ourits counterparties’ credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy. At SeptemberJune 29, 2017,2018, the derivative instruments have been included in other current assetsliabilities on the Condensed Consolidated Balance Sheets. At December 31, 2016,2017, the derivative instruments were included in other current liabilitiesassets and other long-term liabilitiesassets on the Condensed Consolidated Balance Sheets. Based on the Company's continued ability to trade and enter into forward contracts and interest rate swaps, we considerthe Company considers the markets for ourits fair value instruments to be active.

The Company evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of SeptemberJune 29, 20172018, such credit risks have not had an adverse impact on the fair value of these instruments.

6.8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are recognized on the Condensed Consolidated Balance Sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.

Forward Exchange Contracts

The Company holds forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of foreign currency fluctuations on the Company’s earnings and cash flows. Some of these contracts are designated as cash flow hedges. The Company will include in earnings amounts currently included in accumulated other comprehensive income upon recognition of cost of sales related to the underlying transaction. These contracts were not material to the Company's Condensed Consolidated Balance Sheets as of SeptemberJune 29, 20172018 and December 31, 2016.2017. The activity related to these contracts was not material to the Company's Condensed Consolidated Financial Statements for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 2016.2017.

9. INVENTORIES

Inventories consist of the following:
  June 29,
2018
 December 31,
2017
In thousands    
Merchandise for resale $151,372
 $151,520
Raw materials 15,313
 18,871
Contracts and other work in process (including certain general stock materials) 105,620
 171,403
Finished goods 18,753
 25,643
Total $291,058
 $367,437

The decrease in contracts and other work in process (including certain general stock materials) was primarily attributable to the adoption of ASC 606.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

6. DERIVATIVE FINANCIAL INSTRUMENTS9. INVENTORIES (CONTINUED)

Interest Rate Swaps

The Term Loan Facility of the Company's Credit Agreement (“Term Loan”) contains floating rate obligations and is subject to interest rate fluctuations. During 2015, the Company entered into interest rate swap agreements for the purposes of hedging the eight quarterly variable-rate Term Loan interest payments due in 2016 and 2017. Additionally, the Company entered into interest rate swap agreements to effectively convert $83.8 million of its variable rate revolving credit facility debt to a fixed interest rate. These interest rate swap agreements were designated as cash flow hedges and intended to manage interest rate risk associated with the Company's variable-rate borrowings and minimize the impact on its earnings and cash flows of interest rate fluctuations attributable to changes in LIBOR rates. These agreements were not material to the Company's Condensed Consolidated Balance Sheets for the three-month and nine-month fiscal periods ended September 29, 2017 and December 31, 2016.

The activity related to these contracts was not material to the Company's Condensed Consolidated Financial Statements for the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016. Over the next twelve months, the income related to cash flow hedges expected to be reclassified from other comprehensive income is $0.1 million.

7. INVENTORIES

Inventories consist of the following:
  September 29,
2017
 December 31,
2016
In thousands    
Merchandise for resale $149,529
 $158,618
Raw materials 18,335
 20,592
Contracts and other work in process (including certain general stock materials) 191,142
 189,295
Finished goods 26,648
 25,309
Total $385,654
 $393,814

Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:
 September 29,
2017
 December 31,
2016
 June 29,
2018
 December 31,
2017
In thousands        
Contract changes, negotiated settlements and claims for unanticipated contract costs $3,029
 $3,629
 $64
 $4,375

As a result of the adoption of ASC 606, $4.3 million of claims in inventory at December 31, 2017 were reclassified to contract assets as part of the cumulative effect adjustment on January 1, 2018.

At SeptemberJune 29, 2017,2018, and December 31, 2016, $22.82017, $42.0 million and $32.025.5 million, respectively, of K-MAX® inventory, including inventory associated with the new build aircraft, was included in contracts and other work in process inventory and finished goods on the Company's Condensed Consolidated Balance Sheets. Management believes that approximately $14.9$13.7 million of the K-MAX® inventory will be sold after SeptemberJune 29, 2018,2019, based upon the anticipation of additional aircraft manufacturing and supporting the fleet for the foreseeable future.

At SeptemberJune 29, 20172018, and December 31, 2016, $6.52017, $5.4 million and $7.26.2 million, respectively, of SH-2G(I) inventory was included in contracts and other work in process inventory on the Company's Condensed Consolidated Balance Sheets. Management believes that approximately $3.4$5.1 million of the SH-2G(I) inventory will be sold after SeptemberJune 29, 2018.2019. This balance represents spares requirements and inventory to be used on SH-2G programs.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)

7. INVENTORIES (CONTINUED)

At September 29, 2017, backlog for the A-10 program with Boeing was $1.4 million, representing 3 shipsets, and total program inventory was $9.4 million, of which $8.0 million is associated with nonrecurring costs. Through September 29, 2017, the Company has delivered 170 shipsets over the life of the program. During 2016, the U.S. Air Force ("USAF") indicated that they would delay the retirement of the A-10 fleet due to its vital close air support, search and rescue capabilities and the lack of a suitable replacement. The Company continues to monitor the defense budget and understands that despite this positive indication, the future of this program could be at risk without the continued support of Congress. The Company has not received any orders for additional shipsets in 2017, and as such, expects a break in production as it completes the units currently on order and waits for follow-on orders from the customer. The customer has not given any indication that this program will be terminated. Final production and deliveries of existing orders under this contract are anticipated to be completed during the fourth quarter of 2017. Tooling and nonrecurring costs on this program are being amortized over 242 shipsets, the number of shipsets under the program of record. These nonrecurring costs may not be recoverable in the event of an extended break in production or program termination.

Long-term Contracts

For long-term aerospace contracts, the Company generally recognizes revenue and cost of sales using the percentage-of-completion method of accounting, which allows for recognition of revenue as work on a contract progresses. The Company recognizes revenues and cost of sales based on either (1) the cost-to-cost method, in which case sales and profit are recorded based upon the ratio of costs incurred to estimated total costs to complete the contract, or (2) the units-of-delivery method, in which case sales are recognized as deliveries are made and cost of sales is computed on the basis of the estimated ratio of total cost to total sales.

Revenue and cost estimates for all significant long-term contracts for which revenue is recognized using the percentage-of-completion method of accounting are reviewed and reassessed quarterly. Based upon these reviews, the Company records the effects of adjustments in profit estimates each period. If at any time the Company determines that in the case of a particular contract total costs will exceed total contract revenue, the Company will record a provision for the entire anticipated contract loss at that time. For the three-month and nine-month fiscal periods ended September 29, 2017, there were net increases in the Company's operating income attributable to changes in contract estimates of $1.1 million and $3.2 million, respectively. These increases were primarily a result of improved performance on the AH-1Z program, JPF program and the SH-2G program with Peru. These improvements were partially offset by cost growth on the K-MAX® and A-10 programs. There were net decreases in the Company's operating income from changes in contract estimates of $1.3 million and $3.9 million, respectively, for the three-month and nine-month fiscal periods ended September 30, 2016. These decreases were primarily a result of cost growth on various programs, including the Boeing 767/777 program, the A-10 program and a composites assembly program. For the nine-month fiscal period, these decreases were partially offset by improved performance on the JPF program.

8.10. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company:
 Distribution Aerospace Total Distribution Aerospace Total
In thousands            
Gross balance at December 31, 2016 $149,204
 $204,942
 $354,146
Gross balance at December 31, 2017 $149,204
 $218,765
 $367,969
Accumulated impairment 
 (16,252) (16,252) 
 (16,252) (16,252)
Net balance at December 31, 2016 149,204
 188,690
 337,894
Net balance at December 31, 2017 149,204
 202,513
 351,717
Additions 
 
 
 
 
 
Impairments 
 
 
 
 
 
Foreign currency translation 
 11,999
 11,999
 
 (3,230) (3,230)
Ending balance at September 29, 2017 $149,204
 $200,689
 $349,893
Ending balance at June 29, 2018 $149,204
 $199,283
 $348,487

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

8.10. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED)

In accordance with ASC 350,Other Intangibles - Goodwill and Other ("ASC 350"), the Company evaluates goodwill for possible impairment on at least an annual basis. The Company is currently in the process of preparing its forecast, which it will use to complete its annual evaluation during the fourth quarter. Based upon information obtained at this point in the forecast process, management has determined that the Company will perform a quantitative assessment, rather than a qualitative assessment, for the Aerosystems reporting unit. The quantitative assessment could result in the determination that there has been an impairment of some or all of the goodwill associated with this reporting unit. The goodwill associated with the Aerosystems reporting unit is $51.7 million.

Other intangible assets consisted of:
 At September 29, At December 31, At June 29, At December 31,
 2017 2016 2018 2017
 
Amortization
Period
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
 
Amortization
Period
 
Gross
Amount
 
Accumulated
Amortization
 
Gross
Amount
 
Accumulated
Amortization
In thousands                    
Customer lists / relationships 6-26 years $158,986
 $(61,842) $154,745
 $(51,800) 6-26 years $158,412
 $(70,756) $159,592
 $(65,036)
Developed technologies 10-20 years 19,998
 (2,443) 19,049
 (1,394) 10-20 years 19,899
 (3,394) 20,148
 (2,790)
Trademarks / trade names 3-15 years 8,906
 (3,770) 8,344
 (3,250) 3-15 years 8,847
 (4,115) 8,995
 (3,905)
Non-compete agreements and other 1-9 years 8,312
 (8,203) 8,096
 (7,444) 1-9 years 8,287
 (8,265) 8,345
 (8,319)
Patents 17 years 523
 (433) 523
 (425) 17 years 523
 (440) 523
 (435)
Total   $196,725
 $(76,691) $190,757
 $(64,313)   $195,968
 $(86,970) $197,603
 $(80,485)

The changes in other intangible assets arewere due to changes in foreign currency exchange rates.

In accordance with ASC 360 - Property, Plant, and Equipment ("ASC 360"), the Company is required to evaluate long-lived intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We areThe Company is continuing to monitor the ongoing operating performance of ourthe U.K. and Engineering Services facilities,businesses, including an ongoing assessment for potential triggering events that would require further evaluation. The total amount of intangible assets at ourthe U.K. and Engineering Services businesses at SeptemberJune 29, 20172018 was $11.4$10.5 million and $1.3$1.0 million, respectively.

9.
11. DEBT

Convertible Notes

Overview

During the fiscal quarter ending June 30, 2017, the Company issued $200.0 million aggregate principal amountsettled the Convertible Notes due 2017 ("2017 Notes"), the associated bond hedge transactions and a portion of convertible senior unsecured notes due May 2024 (the "2024 Notes") pursuant to an indenture (the "Indenture"), dated May 12,the associated warrant transactions. A portion of the existing warrant transactions associated with the 2017 betweenNotes remained outstanding as of December 31, 2017. During the Company and U.S. Bank National Association, as trustee. In connection therewith,first half of 2018, the Company entered into certain capped callremaining warrant transactions that cover, collectively, the number ofwere settled with 114,778 shares of the Company's common stock underlying the 2024 Notes. In a separate transaction, the Company repurchased $103.5 million aggregate principal amount of its existing convertible senior unsecured notes due November 15, 2017 (the "2017 Notes"). In connection with the repurchase of the 2017 Notes, the Company settled a portion of the associated outstanding bond hedge transactions and warrant transactions it entered into in 2010 in connection with their issuance. See below for further discussion on the issuance of the 2024 Notes, the repurchase of the 2017 Notes and the related transactions.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


9. DEBT (CONTINUED)

Convertible Notes - continued

2024 Notes

On May 12, 2017, the Company issued $175.0 million in principal amount of 2024 Notes, in a private placement offering. On May 24, 2017, the Company issued an additional $25.0 million in principal amount of 2024 Notes pursuant to the initial purchasers' exercise of their overallotment option, resulting in the issuance of an aggregate $200.0 million principal amount of 2024 Notes. The 2024 Notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2017. The 2024 Notes will mature on May 1, 2024, unless earlier repurchased by the Company or converted. The Company will settle any conversions of the 2024 Notes in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election.

Use of proceeds from the issuance of the 2024 Notes was as follows:
in thousands  
Proceeds:  
Gross proceeds $200,000
Commission fees and other expenses(1)
 (7,348)
Net proceeds $192,652
Use of Proceeds:  
Cost to repurchase $103.5 million aggregate principal amount of 2017 Notes(2)
 $(165,308)
Cost for capped call transaction related to 2024 Notes (20,500)
Payment made to reduce revolving credit facility(3)
 (6,844)
Total use of proceeds $(192,652)
(1) Debt issuance fees paid to the counterparties and other expenses (i.e. legal and accounting fees) related to the issuance of the 2024 Notes were capitalized.
(2) Included in this balance is $1.7 million of related accrued interest payments.
(3) Additional payments to the revolving credit facility were made from proceeds received as part of the bond hedge settlement related to the repurchase of the 2017 Notes. See the 2017 Notes section below for further discussion.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


9. DEBT (CONTINUED)

Convertible Notes - continued

2024 Notes - continued

The following table illustrates the conversion rate at the date of transaction:
2024 Notes  
Conversion Rate per $1,000 principal amount (1)
 15.3227
Conversion Price (2)
 $65.2626
Contingent Conversion Price (3)
 $84.84
Aggregate shares to be issued upon conversion (4)
 3,064,540
(1)Represents the number of shares of Common Stock hypothetically issuable per each $1,000 principal amount of 2024 Notes, subject to adjustments upon the occurrence of certain specified events in accordance with the terms of the Indenture.
(2)Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the 2024 Notes. If the Company's share price exceeds the conversion price at conversion, the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company.
(3)Prior to November 1, 2023, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after July 1, 2017, and only during any such fiscal quarter, if the last reported sale price of the Company's common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter, (2) during the five consecutive business day period following any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. If the Company undergoes a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount to be repurchased, plus any accrued and unpaid interest. As of September 29, 2017, none of the conditions permitting the holders of the 2024 Notes to convert had been met. Therefore, the 2024 Notes are classified as long-term debt.
(4)This represents the number of shares hypothetically issuable upon conversion of 100% of the outstanding aggregate principal amount of the 2024 Notes at each date; however, the terms of the 2024 Notes state that the Company may pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The Company currently intends to settle the aggregate principal amount in cash. Amounts due in excess of the principal, if any, also may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election.

In connection with the 2024 Notes offering, the Company entered into capped call transactions with certain of the initial purchasers or their respective affiliates. These transactions are intended to reduce the potential dilution to the Company's shareholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon any future conversion of the notes in the event that the market price per share of the Company's common stock is greater than the strike price of the capped call transactions, with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. Under the terms of the capped call transactions, the strike price ($65.2626) and the cap price ($88.7570) are each subject to adjustment in certain circumstances. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes. The capped call transactions, which cost an aggregate $20.5 million, were recorded as a reduction of additional paid-in capital.

Accounting Standards Codification ("ASC") Topic 815 - Derivatives and Hedging ("ASC 815") provides that contracts are initially classified as equity if (1) the contract requires physical settlement or net-share settlement, or (2) the contract gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The settlement terms of our capped call transactions require net-share settlement. Based on the guidance in ASC 815, the capped call transactions were recorded as a reduction of equity as of the trade date. ASC 815 states that a reporting entity shall not consider contracts to be derivative instruments if the contract issued or held by the reporting entity is both indexed to its own stock and classified in shareholders' equity in its balance sheet. The Company concluded the capped call transactions should be accounted for in shareholders' equity and are, therefore, not to be considered a derivative instrument.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


9. DEBT (CONTINUED)

Convertible Notes - continued

2024 Notes - continued

ASC 470-20 "Debt with Conversion and Other Options" (“ASC 470-20”), clarifies the accounting for convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement. ASC 470-20 specifies that an issuer of such instruments should separately account for the liability and equity components of the instruments in a manner that reflects the issuer's non-convertible debt borrowing rate which interest costs are to be recognized in subsequent periods. The note payable principal balance for the 2024 Notes at the date of issuance of $200.0 million was bifurcated into the debt component of $179.5 million and the equity component of $20.5 million. The difference between the note payable principal balance and the fair value of the debt component representing the debt discount is being accreted to interest expense over the term of the 2024 Notes. The fair value of the debt component was recognized using a 5.0% discount rate, representing the Company's borrowing rate at the date of issuance for a similar debt instrument without a conversion feature with an expected life of seven years.

The Company incurred $7.4 million of debt issuance costs in connection with the sale of the 2024 Notes, which was allocated between the debt and equity components of the instrument. Of the total amount, $0.7 million was recorded as an offset to additional paid-in capital. The balance, $6.7 million, was recorded as a contra-debt balance and is being amortized over the term of the 2024 Notes. Total amortization expense for the three-month and nine-month fiscal periods ended September 29, 2017 was $0.2 million and $0.3 million.

The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount and the net carrying value of the liability are as follows:
  2024 Notes
  September 29,
2017
 December 31,
2016
In thousands    
Principal amount of liability $200,000
 $
Unamortized discount 19,476
 
Carrying value of liability $180,524
 $
     
Equity component $20,459
 $

Because the embedded conversion option is indexed to the Company’s own stock and would be classified in shareholders’ equity, it does not meet the criterion under ASC 815 that would require separate accounting as a derivative instrument.

As of September 29, 2017, the "if converted value" did not exceed the principal amount of the 2024 Notes since the closing sales price of the Company's common stock was less than the conversion price of the 2024 Notes.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


9. DEBT (CONTINUED)

Convertible Notes - continued

2017 Notes
  2017 Notes
  September 29,
2017
 December 31,
2016
In thousands    
Principal amount of liability $11,500
 $115,000
Unamortized discount 11
 1,797
Carrying value of liability $11,489
 $113,203

In November 2010, the Company issued convertible senior unsecured notes due on November 15, 2017, in the aggregate principal amount of $115.0 million in a private placement offering. These notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 15 and November 15 of each year, beginning in 2011. In May 2017, the Company used a portion of the net proceeds from the issuance of the 2024 Notes, along with cash received from the counterparties in connection with the termination of the existing convertible note hedge transactions referred to below, to repurchase $103.5 million principal amount of the 2017 Notes from a limited number of holders in an arm's length transaction. This repurchase represented approximately 90% of the aggregate principal amount of 2017 Notes. The repurchases were accounted for as an extinguishment of the outstanding instrument. Of the total aggregate cost of $165.3 million, $60.0 million was allocated to the equity component of the 2017 Notes and was recorded as a reduction to additional paid-in capital. The remainder of the cost was attributed to the outstanding principal repurchased and accrued interest. As of September 29, 2017, $11.5 million principal amount remains outstanding under the 2017 Notes.

The repayment of a portion of the 2017 Notes was not contingent upon the issuance of the 2024 Notes. As such, the repurchase of the 2017 Notes was accounted for as a debt extinguishment.

See below for further details on the loss on extinguishment:
in thousands  
Carrying value of 2017 Notes $113,943
   
Carrying value of Redeemed Debt $102,548
Fair value of consideration transferred allocated to debt component(1)
 103,637
Loss on extinguishment of 2017 Notes(2)
 $(1,089)
Acceleration of the related portion of debt issuance cost(3)
 (297)
Total loss on extinguishment of 2017 Notes(4)
 $(1,386)
(1) The fair value of consideration transferred was calculated using a discount rate of 3%, representing the Company's borrowing rate at the date of issuance for a similar debt instrument with a remaining expected life of six months (for the 2017 Notes).
(2) The majority of this balance relates to the write-off of approximately $1.0 million, 90% of the unamortized debt discount.
(3) The Company determined that in connection with the repurchase of the 2017 Notes, 90% of the unamortized debt issuance costs should be written off, representing the approximate outstanding portion of these costs related to the notes repurchased.
(4) This loss is included in interest expense, net on the Company's Consolidated Statement of Operations.

In connection with the 2017 Notes, the Company had entered into convertible note hedge transactions and warrant transactions ("existing call spread transactions") with certain financial institutions. These transactions were accounted for as equity instruments at the time of issuance in 2010. With the intention of repurchasing the 2017 Notes, the Company entered into agreements with these financial institutions to terminate a portion of the existing call spread transactions concurrently with the offering. In connection with these transactions, the Company received $58.6 million in payments related to the unwind of 90% of the convertible note hedge transactions and made deliveries of 624,044 shares of the Company's common stock in connection with the partial unwind of the warrant transactions. The Company used a portion of the proceeds from the bond hedge settlement to repurchase the 2017 Notes as described above and to make a payment to the revolving credit facility. The cash proceeds received were recorded as an increase of additional paid-in-capital which was partially offset by the delivery of shares.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


9. DEBT (CONTINUED)

Convertible Notes - continued

2017 Notes - continued

The remaining portion of the 2017 Notes are convertible at the option of the noteholders until the close of business on the second Scheduled Trading Day (as defined in the 2017 Notes indenture) immediately preceding the maturity date. Accordingly, the remaining carrying amount of the 2017 Notes was recorded in current liabilities and a portion of the equity component, representing the unamortized debt discount, was reclassified from additional paid-in-capital to temporary equity on the Company's Condensed Consolidated Balance Sheet as of September 29, 2017.stock.

10.12. PENSION PLANS

Components of net pension cost for the Qualified Pension Plan and Supplemental Employees’ Retirement Plan ("SERP") are as follows:
  For the Three Months Ended
  Qualified Pension Plan SERP
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
In thousands        
Service cost $1,198
 $1,149
 $
 $
Interest cost on projected benefit obligation 6,089
 6,122
 70
 64
Expected return on plan assets (10,512) (10,192) 
 
Amortization of net loss 3,486
 3,173
 43
 45
Additional amount recognized due to curtailment/settlement 
 
 206
 
Net pension cost $261
 $252
 $319
 $109

  For the Nine Months Ended
  Qualified Pension Plan SERP
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
In thousands        
Service cost $3,595
 $3,447
 $
 $
Interest cost on projected benefit obligation 18,268
 18,366
 193
 192
Expected return on plan assets (31,536) (30,576) 
 
Amortization of net loss 10,458
 9,520
 109
 136
Additional amount recognized due to curtailment/settlement 
 
 305
 
Net pension cost $785
 $757
 $607
 $328

The Company contributed $10.0 million to the qualified pension plan and $2.9 million to the SERP through the end of the third quarter of 2017. No further contributions are expected to be made to the qualified pension plan during 2017. The Company plans to contribute an additional $0.2 million to the SERP in 2017. For the 2016 plan year, the Company contributed $10.0 million to the qualified pension plan and $0.5 million to the SERP.

  For the Three Months Ended
  Qualified Pension Plan SERP
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
In thousands        
Service cost $1,224
 $1,199
 $
 $
Interest cost on projected benefit obligation 5,951
 6,090
 63
 62
Expected return on plan assets (11,960) (10,512) 
 
Amortization of net loss 2,843
 3,486
 64
 8
Net pension (income) cost $(1,942) $263
 $127
 $70

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

11.12. PENSION PLANS (CONTINUED)

  For the Six Months Ended
  Qualified Pension Plan SERP
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
In thousands        
Service cost $2,448
 $2,397
 $
 $
Interest cost on projected benefit obligation 11,902
 12,179
 117
 123
Expected return on plan assets (23,920) (21,024) 
 
Amortization of net loss 5,686
 6,972
 147
 66
Additional amount recognized due to curtailment/settlement 
 
 
 99
Net pension (income) cost $(3,884) $524
 $264
 $288

During the six-month fiscal period ended June 29, 2018, the Company has contributed $20.0 million to the qualified pension plan. The Company is evaluating whether it will make further contributions to the qualified pension plan during 2018. During the six-month fiscal period ended June 29, 2018, the Company contributed $0.3 million to the SERP. The Company plans to contribute an additional $0.6 million to the SERP in 2018. For the 2017 plan year, the Company contributed $10.0 million to the qualified pension plan and $3.1 million to the SERP.

Other

In accordance with ASU 2017-07, "Compensation - Retirement Benefits (Topic 715) - Improving the Net Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", the Company disaggregated the service cost component from the other components of net benefit cost, which were presented in the income statement separately from the service cost component outside of operating profit. This ASU was applied retrospectively. See Note 3, Significant Accounting Policies Update, for further information.

13. COMMITMENTS AND CONTINGENCIES

Pension Freeze

Effective December 31, 2015, the Company's qualified pension plan was frozen with respect to future benefit accruals. Under USG Cost Accounting Standard (“CAS”) 413 the Company must determine the USG’s share of any pension curtailment adjustment calculated in accordance with CAS. Such adjustments can result in an amount due to the USG for pension plans that are in a surplus position or an amount due to the contractor for plans that are in a deficit position. During the fourth quarter of 2016, the Company accrued a $0.3 million liability representing ourits estimate of the amount due to the USG based on ourthe Company's pension curtailment adjustment calculation, which was submitted to the USG for review in December 2016. Through the dateThe Company has maintained its accrual at $0.3 million as of this filing, there has been no response from the USG on this matter.June 29, 2018. There can be no assurance that the ultimate resolution of this matter will not have a material adverse effect on the Company's results of operations, financial position and cash flows.

New Hartford Property

In connection with the sale of the Company’s Music segment in 2007, the Company assumed responsibility for meeting certain requirements of the Connecticut Transfer Act (the “Transfer Act”) that applied to the transfer of the New Hartford, Connecticut, facility leased by that segment for guitar manufacturing purposes (“Ovation”). Under the Transfer Act, those responsibilities essentially consist of assessing the site's environmental conditions and remediating environmental impairments, if any, caused by Ovation's operations prior to the sale. The site is a multi-tenant industrial park, in which Ovation and other unrelated entities lease space. The environmental assessment process, which began in 2008, has been completed and site remediation is in process.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

13. COMMITMENTS AND CONTINGENCIES (CONTINUED)

New Hartford Property - continued

The Company's estimate of its portion of the cost to assess the environmental conditions and remediate this site is $2.3 million, all of which has been accrued. The total amount paid to date in connection with these environmental remediation activities is $1.6 million. At SeptemberJune 29, 2017,2018, the Company had $0.7 million accrued for these environmental remediation activities. A portion ($0.1 million) of the accrual related to this property is included in other current liabilities and the balance is included in other long-term liabilities. The remaining balance of the accrual reflects the total anticipated cost of completing these environmental remediation activities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time.

Bloomfield Property

In connection with the Company’s 2008 purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from NAVAIR, the Company assumed responsibility for environmental remediation at the facility as may be required under the Transfer Act and is currently remediating the property under the guidance of the Connecticut Department of Environmental Protection ("CTDEP"). The assumed environmental liability of $10.3 million was determined by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8%. This remediation process will take many years to complete. The total amount paid to date in connection with these environmental remediation activities is $12.9$13.5 million. At SeptemberJune 29, 2017,2018, the Company had $2.5$2.2 million accrued for these environmental remediation activities. A portion ($0.70.4 million) of the accrual related to this property is included in other current liabilities, and the balance is included in other long-term liabilities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time.

Rimpar Property

In connection with the Company's purchase of GRW, the Company assumed responsibility for the environmental remediation at the Rimpar, Germany facility. As part of the purchase price allocation, the Company initially accrued approximately $4.2 million during the year ended December 31, 2015. In 2016, the Company completed a Phase IIan assessment in order to better understandwhich determined the extent of the environmental effort necessary to remediate the facility. Based on this assessment, the Company adjusted the accrual toestimated remediation liability was $0.5 million, as results of the assessment indicated a lower level of remediation effort will be required.million. The total amount paid to date in connection with these environmental remediation activities is $0.2 million. The balance ($0.3 million) of the accrual related to this property is included in other current liabilities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Aerospace Claim Matter

On June 29, 2016, the Company received notification from a customer of their intent to file a claim for recovery of costs and expenses related to rework on certain aerostructure components previously delivered by the Company to the customer. The original notification did not indicate the extent of the rework undertaken by the customer, the cost or expenses incurred by the customer or the time frame in which the customer anticipated filing its formal claim. On October 17, 2017, the Company received a letter from the customer seeking to recover $12.4 million associated with the rework of these components and related costs incurred by the customer. The Company estimates the cost to rework the aerostructure components delivered to the customer over the time period in question is approximately $0.2 million. In the first half of 2018, the parties continued to exchange correspondence and supporting documentation to support their respective positions. The parties continue to seek resolution of this claim through further discussions and negotiations. The Company does not believe the claim has merit and will continue to vigorously defend against the claim, and will pursue appropriate legal remedies necessary to protect its position. Based on this analysis, the Company has accrued $0.2 million, the estimated cost to rework the aerostructure components, as of SeptemberJune 29, 2017;2018; however, there can be no assurance that the ultimate resolution of this matter will not have a material adverse effect on the Company's results of operations, financial position and cash flows.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

13. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Offset Agreement

During January 2018, the Company entered into an offset agreement as a condition to obtaining orders from a foreign customer for the Company's JPF product. At June 29, 2018, the offset agreement had an outstanding notional value of approximately $194.0 million; however, the ultimate value is subject to the nature of the Company's satisfaction of these requirements. This agreement is designed to return economic value to the foreign country by requiring the Company to engage in activities supporting local defense or commercial industries, promoting a balance of trade, developing in-country technology capabilities or addressing other local development priorities. The offset agreement may be satisfied through activities that do not require a direct cash payment, including transferring technology, providing manufacturing, training and other consulting support to in-country projects and the purchase by third parties of supplies from in-country vendors. This agreement may also be satisfied through the Company's use of cash for activities, such as subcontracting with local partners, purchasing supplies from in-country vendors, providing financial support for in-country projects and making investments in local ventures. The amount ultimately applied against the offset agreement is based on negotiations with the customer and may require cash outlays that represent only a fraction of the notional value in the offset agreement. The offset program extends for several years and provides for potential penalties up to $16.5 million payable to the customer in the event the offset requirements of the contract are not met. The Company is currently in the process of developing a plan to satisfy the offset requirements.

12.14. COMPUTATION OF EARNINGS PER SHARE

The computation of basic earnings per share is based on net earnings divided by the weighted average number of shares of common stock outstanding for each period. The computation of diluted earnings per share reflects the common stock equivalency of dilutive options granted to employees under the Company's stock incentive plan, shares issuable on redemption of its convertible notes and shares issuable upon redemption of outstanding warrants.
    For the Three Months Ended For the Nine Months Ended
   September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
In thousands, except per share amounts        
Net earnings $16,280
 $17,455
 $36,029
 $43,727
         
Basic:        
Weighted average number of shares outstanding 27,907
 27,128
 27,536
 27,096
   Basic earnings per share $0.58
 $0.64
 $1.31
 $1.61
         
Diluted:  
  
    
Weighted average number of shares outstanding 27,907
 27,128
 27,536
 27,096
Weighted average shares issuable on exercise of dilutive stock options 148
 140
 152
 138
Weighted average shares issuable on redemption of 2017 Notes 117
 810
 457
 708
Weighted average shares issuable on redemption of warrants related to the 2017 Notes 47
 2
 174
 1
Total 28,219
 28,080
 28,319
 27,943
         
   Diluted earnings per share $0.58
 $0.62
 $1.27
 $1.56
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)

12. COMPUTATION OF EARNINGS PER SHARE (CONTINUED)
    For the Three Months Ended For the Six Months Ended
   June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
In thousands, except per share amounts        
Net earnings $15,094
 $13,458
 $29,160
 $19,749
         
Basic:        
Weighted average number of shares outstanding 27,971
 27,557
 27,911
 27,351
   Basic earnings per share $0.54
 $0.49
 $1.04
 $0.72
         
Diluted:  
  
    
Weighted average number of shares outstanding 27,971
 27,557
 27,911
 27,351
Weighted average shares issuable on exercise of dilutive stock options 237
 141
 228
 154
Weighted average shares issuable on redemption of convertible notes 108
 108
 54
 628
Weighted average shares issuable on redemption of warrants related to the 2017 Notes 33
 36
 65
 237
Total 28,349
 27,842
 28,258
 28,370
         
   Diluted earnings per share $0.53
 $0.48
 $1.03
 $0.70

Equity awards

For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, respectively, 230,272182,040 and 267,653190,775 shares issuable under equity awards granted to employees were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period. For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 30, 2016,2017, respectively, 483,556350,649 and 561,297286,343 shares issuable under equity awards granted to employees were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the period.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

14. COMPUTATION OF EARNINGS PER SHARE (CONTINUED)

2017 Convertible Notes

For the three-month and nine-monthsix-month fiscal periods ended September 29,June 30, 2017, and September 30, 2016, respectively, shares issuable under the 2017 Notes that were dilutive during the period were included in the calculation of earnings per share as the conversion price for the 2017 Notes was less than the average share price of the Company's stock.

2024 Convertible Notes

For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2018, shares issuable under the Convertible Notes due 2024 were included in the diluted earnings per share calculation because the conversion price was less than the average market price of the Company's stock during the periods. For the three-month and six-month fiscal periods ended June 30, 2017, shares issuable under the Convertible Notes due 2024 Notes were excluded from the diluted earnings per share calculation because the conversion price was greater than the average market price of ourthe Company's stock during the periods.

Warrants

Excluded fromFor the diluted earnings per share calculation for the three-month and nine-month fiscal periods ended SeptemberJune 29, 2017, were 298,2642018 and 1,204,410, respectively,June 30, 2017, shares issuable under the warrants soldissued in connection with the Company's 2017 Notes as they would be anti-dilutive. Excluded fromwere included in the calculation for diluted earnings per share calculation foras the three-month and nine-month fiscal periods ended September 30, 2016, were 3,435,712 and 3,433,632, respectively, shares issuable understrike price of the warrants sold in connection withwas less than the Company’s 2017 Notes as they would be anti-dilutive.

average price of the Company's stock.
13.
15. SHARE-BASED ARRANGEMENTS

General

The Company accounts for stock options, restricted stock awards, restricted stock units and performance shares as equity awards and measures the cost of all share-based payments, including stock options, at fair value on the grant date and recognizes this cost in the statement of operations. The Company also has an employee stock purchase plan which is accounted for as a liability award.

Compensation expense for stock options, restricted stock awards and restricted stock units is recognized on a straight-line basis over the vesting period of the awards. Share-based compensation expense recorded for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, was $1.2$2.3 million and $4.9$3.8 million, respectively. Share-based compensation expense recorded for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 30, 2016,2017, was $1.1$2.3 million and $4.7$3.7 million, respectively.

From time-to-time, the Company has issued stock awards with market and performance based conditions. Currently, there are three awards with these conditions that have not been settled. The totalnumber of these shares is 8,979,earned under an award granted in 2014 has been determined at a 139.9% achievement level, representing 1,506 shares to be delivered in 2019. The number of shares earned under an award granted in 2015 has been determined at a 142.3% achievement level, representing 1,573 shares to be delivered in 2019. The remaining shares for the award granted in 2016 has not yet been determined; however, assuming a 100% achievement level.level, the number of shares would be 1,060. The Company measures the cost of these awards based on their grant date fair value to the extent of the probable number of shares to be earned upon vesting. Amortization of this cost is recorded on a straight-line basis over the requisite service period. Throughout the course of the requisite service period, the Company monitors the level of achievement compared to the target and adjusts the number of shares expected to be earned, and the related compensation expense recorded thereafter, to reflect the updated most probable outcome. Compensation expense for these awards for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, and SeptemberJune 30, 2016,2017, was not material.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

13.15. SHARE-BASED ARRANGEMENTS (CONTINUED)

Stock option activity was as follows:
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29, 2017 September 29, 2017 June 29, 2018 June 29, 2018
 Options 
Weighted - average
exercise price
 Options Weighted - average exercise price Options 
Weighted - average
exercise price
 Options 
Weighted - average
exercise price
Options outstanding at beginning of period 992,779
 $39.89
 958,679
 $36.18
 1,042,136
 $44.90
 925,385
 $40.43
Granted 
 $
 226,315
 $51.97
 
 $
 199,510
 $62.46
Exercised (3,983) $39.68
 (150,727) $33.36
 (76,701) $34.55
 (147,276) $35.43
Forfeited or expired (9,981) $42.48
 (55,452) $43.34
 
 $
 (12,184) $42.13
Options outstanding at September 29, 2017 978,815
 $39.86
 978,815
 $39.86
Options outstanding at June 29, 2018 965,435
 $45.73
 965,435
 $45.73

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the weighted-average assumptions used in estimating fair value:
 For the Nine Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
Expected option term (years) 5.0
 5.2
 4.9
 5.0
Expected volatility 19.9% 26.0% 18.1% 19.9%
Risk-free interest rate 1.9% 1.2% 2.6% 1.9%
Expected dividend yield 1.6% 1.8% 1.5% 1.6%
Per share fair value of options granted 
$8.61
 
$8.63
 
$10.65
 
$8.61

Restricted Stock Awardstock award and Restricted Stock Unitrestricted stock unit activity was as follows:
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29, 2017 September 29, 2017 June 29, 2018 June 29, 2018
 Restricted  Stock 
Weighted-
average grant
date fair value
 Restricted  Stock 
Weighted-
average grant
date fair value
 Restricted  Stock 
Weighted-
average grant
date fair value
 Restricted  Stock 
Weighted-
average grant
date fair value
Restricted Stock outstanding at beginning of period 160,481
 $44.13
 167,674
 $40.27
 153,269
 $49.98
 154,882
 $44.50
Granted 1,000
 $50.85
 76,008
 $50.01
 17,757
 $63.37
 60,247
 $62.73
Vested (2,269) $43.85
 (73,611) $41.56
 (19,105) $62.32
 (61,466) $48.76
Forfeited or expired (2,550) $41.97
 (13,409) $42.32
 (695) $55.75
 (2,437) $48.36
Restricted Stock outstanding at September 29, 2017 156,662
 $44.21
 156,662
 $44.21
Restricted Stock outstanding at June 29, 2018 151,226
 $49.96
 151,226
 $49.96

Plan Amendments

On April 18, 2018, the shareholders of the Company approved the amendment and restatement of the 2013 Management Incentive Plan (“the 2013 Plan”). The amendment increased the number of authorized shares by 2,250,000 shares. As of June 29, 2018, 2,464,780 shares were available for grant under the plan.

Also on April 18, 2018, the shareholders of the Company approved the amendment and restatement of the Kaman Corporation Employee Stock Purchase Plan (“ESPP”). The amendment increased the number of shares of common stock available under the ESPP by 500,000 shares. As of June 29, 2018, 641,466 shares were available for purchase under the plan.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

14.16. SEGMENT AND GEOGRAPHIC INFORMATION

The Company is organized based upon the nature of its products and services, and is composed of two operating segments each overseen by a segment manager. These segments are reflective of how the Company’s Chief Executive Officer, who is its Chief Operating Decision Maker (“CODM”), reviews operating results for the purposes of allocating resources and assessing performance. The Company has not aggregated operating segments for purposes of identifying reportable segments.

The Distribution segment is a leading power transmission, automationmotion control and fluid power industrial distributor with operations throughout the United States. The segment provides electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components, along with engineered integrated solutions to its customers' most challenging applications serving a broad spectrum of industrial markets, servingincluding both maintenance, repair and overhaul ("MRO") and original equipment manufacturer ("OEM") customers.

The Aerospace segment produces and markets aerospace solutions consisting of military and defense, missile and bomb fuze and commercial aerospace products. These solutions include proprietary aircraft bearings and components; super precision, miniature ball bearings;bearings for the medical, industrial and aerospace markets; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; and safe and arming solutions for missile and bomb systems for the U.S. and allied militaries. The segment also markets the design and supply of aftermarket parts to businesses performing MRO in aerospace markets; performs helicopter subcontract work; restores, modifies and supports the Company's SH-2G Super Seasprite maritime helicopters; manufactures and supports the Company's K-MAX® manned and unmanned medium-to-heavy lift helicopters; and provides engineering design, analysis and certification services.

Summarized financial information by business segment is as follows:
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
In thousands September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018

June 30,
2017
 June 29,
2018
 June 30,
2017
Net sales:                
Distribution $267,641

$274,388

$817,965

$849,104
 $289,523

$278,706
 $573,455
 $550,324
Aerospace 179,405

179,086

514,028

526,210
 178,606

170,300
 358,001
 334,623
Net sales $447,046
 $453,474
 $1,331,993
 $1,375,314
 $468,129
 $449,006
 $931,456
 $884,947
Operating income:  
  
      
  
    
Distribution $13,369

$11,872

$40,997

$36,148
Aerospace 31,877

29,616

74,736

81,374
Distribution(1)
 $13,546

$15,657
 $25,380
 $27,073
Aerospace(1)
 22,741

25,712
 45,403
 41,742
Net gain (loss) on sale of assets 212

(24)
217

(10) 1,525

(15) 1,588
 5
Corporate expense(1) (15,160)
(10,402)
(44,052)
(38,253) (16,937)
(14,828) (30,772) (28,805)
Operating income(1) 30,298
 31,062
 71,898
 79,259
 20,875
 26,526
 41,599
 40,015
Interest expense, net 5,264
 4,165
 15,546
 11,960
 5,002
 6,122
 10,354
 10,282
Non-service pension and post retirement benefit cost (income)(1)
 (3,039) (866) (6,068) (1,585)
Other expense (income), net (483) (332) (711) 243
 361
 (69) 19
 (228)
Earnings before income taxes 25,517
 27,229
 57,063
 67,056
 18,551
 21,339
 37,294
 31,546
Income tax expense 9,237
 9,774
 21,034
 23,329
 3,457
 7,881
 8,134
 11,797
Net earnings $16,280
 $17,455
 $36,029
 $43,727
 $15,094
 $13,458
 $29,160
 $19,749
(1) The prior year amounts were adjusted to reflect the impact of the adjustments resulting from the adoption of ASU 2017-07, "Compensation - Retirement Benefits (Topic 715) - Improving the Net Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost".

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018 and SeptemberJune 30, 20162017
(Unaudited)

16. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)

15.Disaggregation of Revenue

The following table disaggregates total revenue by major product line.

  For the Three Months Ended For the Six Months Ended
  June 29, 2018
June 30, 2017 June 29, 2018 June 30, 2017
In thousands        
Distribution        
Bearings and Power Transmission $143,802
 $137,776
 $287,187
 $272,698
Automation, Control and Energy 85,976
 84,753
 171,137
 166,835
Fluid Power 59,745
 56,177
 115,131
 110,791
Total Distribution Sales $289,523
 $278,706
 $573,455
 $550,324
         
Aerospace        
Military and Defense, excluding fuzes $51,743
 $50,675
 $99,499
 $97,656
Missile and Bomb Fuzes 41,601
 36,165
 94,586
 71,379
Commercial Aerospace and Other 85,262
 83,460
 163,916
 165,588
Total Aerospace Sales $178,606
 $170,300
 $358,001
 $334,623
         
Total Sales(1)
 $468,129
 $449,006
 $931,456
 $884,947
(1) Service revenue was not material for the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017.

The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized for performance obligations satisfied at a point in time for the Aerospace segment:
  For the Three Months Ended For the Six Months Ended
In thousands June 29, 2018 June 29, 2018
Revenue recognized for performance obligations satisfied:    
Over time 48% 50%
Point-in-time 52% 50%
Total revenue(1)
 100% 100%
(1) The disaggregation of revenue recognized for performance satisfied over time versus point-in-time has not been included for the Distribution segment, as the majority of its revenue is recognized on a point-in-time basis with only approximately 2% of revenue recognized for performance obligations over time.

The majority of the Distribution's segment revenue is recognized at the point in time when title transfers to the customer, as this is when the performance obligations are generally controlled by the customer. A small percentage of revenue within the Distribution segment, specifically certain contracts for value-add services, engineering services and repairs, are accounted for over time. The majority of the Distribution segment's revenue is short cycle in nature with shipments occurring within one year from order. Payment terms generally range from 30 to 90 days from delivery.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)

16. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)

Disaggregation of Revenue - continued

For the Aerospace segment, the timing related to the satisfaction of performance obligations and the typical timing of payment could vary between military, fuzing and commercial contracts. For the Aerospace segment's military and fuzing contracts with the USG, payment terms typically include progress payments, and the satisfaction of these performance obligations does not vary significantly from timing of payment. For firm-fixed price military and fuzing contracts with foreign militaries, the satisfaction of performance obligations could occur at a point in time or over time, depending on the nature of the performance obligations and the right to payment terms in the contracts. Generally, payment terms for these types of contracts range from 30 to 180 days from delivery; however, at times, the Company may negotiate advance payments to cover a portion of the initial costs. Payment terms for firm-fixed price commercial contracts generally range from 30 to 90 days from delivery. The satisfaction of these performance obligations could occur at a point in time or over time, depending on the nature of the performance obligations and the right to payment terms in the contracts. For certain commercial contracts, the Company may negotiate advance payments for long-lead materials.

17. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in shareholders’ equity for the nine-monthsix-month fiscal periods ended SeptemberJune 29, 20172018, and SeptemberJune 30, 2016,2017, were as follows:
 For the Nine Months Ended For the Six Months Ended
 September 29, 2017 September 30, 2016 June 29, 2018 June 30, 2017
In thousands        
Beginning balance $565,787
 $543,077
 $635,656
 $565,787
Comprehensive income 66,843
 50,453
 27,625
 40,682
Dividends declared (16,581) (14,640) (11,184) (11,011)
Employee stock plans and related tax benefit 5,426
 7,094
 5,274
 4,681
Purchase of treasury shares (6,931) (8,989) (8,824) (2,718)
Share-based compensation expense 4,917
 4,711
 3,817
 3,707
Amounts reclassified to temporary equity 1,786
 (2,344) 
 1,729
Changes due to convertible notes transactions (2,522) 
 (8) (2,511)
Impact of change in revenue accounting standard (9,584) 
Ending balance $618,725
 $579,362
 $642,772
 $600,346

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


17. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED)

The components of accumulated other comprehensive income (loss) are shown below:
  For the Three Months Ended
  September 29, 2017 September 30, 2016
In thousands    
Foreign currency translation:    
Beginning balance $(18,522) $(22,590)
Net gain/(loss) on foreign currency translation 7,731
 1,050
Reclassification to net income 
 
Other comprehensive income/(loss), net of tax 7,731
 1,050
Ending balance $(10,791) $(21,540)
     
Pension and other post-retirement benefits(1):
    
Beginning balance $(117,080) $(113,445)
Reclassifications to net income:    
Amortization of net loss, net of tax expense of $1,309 and $1,213, respectively 2,220
 2,005
Other comprehensive income/(loss), net of tax 2,220
 2,005
Ending balance $(114,860) $(111,440)
     
Derivative instruments(2):
    
Beginning balance $142
 $(770)
Net loss on derivative instruments, net of tax (benefit) expense of ($4) and $118, respectively (6) 195
Reclassification to net income, net of tax (benefit) expense of ($39) and $87, respectively (64) 143
Other comprehensive income/(loss), net of tax (70) 338
Ending balance $72
 $(432)
     
Total accumulated other comprehensive income (loss) $(125,579) $(133,412)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)
  For the Three Months Ended
  June 29, 2018 June 30, 2017
In thousands    
Foreign currency translation:    
Beginning balance $(1,043) $(32,299)
Net (loss) gain on foreign currency translation (11,969) 13,777
Other comprehensive (loss) income, net of tax (11,969) 13,777
Ending balance $(13,012) $(18,522)
     
Pension and other post-retirement benefits(1):
    
Beginning balance $(106,543) $(119,239)
Reclassifications to net income:    
Amortization of net loss, net of tax expense of $703 and $1,335, respectively 2,203
 2,159
Other comprehensive income, net of tax 2,203
 2,159
Ending balance $(104,340) $(117,080)
     
Derivative instruments(2):
    
Beginning balance $3
 $135
Net loss on derivative instruments, net of tax expense of $0 and $5, respectively 
 8
Reclassification to net income, net of tax expense of $0 and $0, respectively 
 (1)
Other comprehensive income, net of tax 
 7
Ending balance $3
 $142
     
Total accumulated other comprehensive loss $(117,349) $(135,460)


15. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED)

  For the Nine Months Ended
  September 29, 2017 September 30, 2016
In thousands    
Foreign currency translation:    
Beginning balance $(34,896) $(22,625)
Net gain/(loss) on foreign currency translation 24,105
 1,085
Reclassification to net income 
 
Other comprehensive income/(loss), net of tax 24,105
 1,085
Ending balance $(10,791) $(21,540)
     
Pension and other post-retirement benefits(1):
    
Beginning balance $(121,448) $(117,455)
Reclassifications to net income: 

 
Amortization of net loss, net of tax expense of $3,979 and $3,641, respectively 6,588
 6,015
Other comprehensive income/(loss), net of tax 6,588
 6,015
Ending balance $(114,860) $(111,440)
     
Derivative instruments(2):
    
Beginning balance $(49) $(58)
Net loss on derivative instruments, net of tax expense of $74 and $512, respectively 124
 (845)
Reclassification to net income, net of tax (benefit) expense of ($2) and $285, respectively (3) 471
Other comprehensive income/(loss), net of tax 121
 (374)
Ending balance $72
 $(432)
     
Total accumulated other comprehensive income (loss) $(125,579) $(133,412)
(1) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.
(See Note 10,12, Pension Plans for additional information.)
(2) See Note 6,8, Derivative Financial Instruments, for additional information regarding ourthe Company's derivative instruments.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


17. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED)

  For the Six Months Ended
  June 29, 2018 June 30, 2017
In thousands    
Foreign currency translation:    
Beginning balance $(7,056) $(34,896)
Net (loss) gain on foreign currency translation (5,956) 16,374
Other comprehensive (loss) income, net of tax (5,956) 16,374
Ending balance $(13,012) $(18,522)
     
Pension and other post-retirement benefits(1):
    
Beginning balance $(108,760) $(121,448)
Reclassifications to net income:    
Amortization of net loss, net of tax expense of $1,413 and $2,670, respectively 4,420
 4,368
Other comprehensive income, net of tax 4,420
 4,368
Ending balance $(104,340) $(117,080)
     
Derivative instruments(2):
    
Beginning balance $2
 $(49)
Net loss on derivative instruments, net of tax expense of $0 and $78, respectively 
 129
Reclassification to net income, net of tax expense of $1 and $37, respectively 1
 62
Other comprehensive income, net of tax 1
 191
Ending balance $3
 $142
     
Total accumulated other comprehensive loss $(117,349) $(135,460)

(1)These accumulated other comprehensive income components are included in the computation of net periodic pension cost.
(See Note 12, Pension Plans for additional information.)
(2)See Note 8, Derivative Financial Instruments, for additional information regarding the Company's derivative instruments.

16.18. INCOME TAXES

  For the Three Months Ended For the Nine Months Ended
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
         
Effective Income Tax Rate 36.2% 35.9% 36.9% 34.8%
  For the Three Months Ended For the Six Months Ended
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
         
Effective Income Tax Rate 18.6% 36.9% 21.8% 37.4%

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and six-month fiscal periods ended June 29, 2018 and June 30, 2017
(Unaudited)


18. INCOME TAXES (CONTINUED)

During the fourth quarter of 2017, Tax Reform was enacted by the federal government. The SEC issued Staff Accounting Bulletin 118 ("SAB 118") in December 2017, which provides guidance on accounting for the tax effects of Tax Reform. SAB 118 provides a measurement period in which to finalize the accounting under Accounting Standards Codification 740, Income Taxes ("ASC 740") as it relates to Tax Reform. This measurement period should not extend beyond one year from the Tax Reform enactment date. In accordance with SAB 118, the Company is required to reflect the income tax effects of those aspects of the legislation for which the accounting under ASC 740 is complete. To the extent that the Company's accounting for certain of the income tax effects is incomplete, but the Company is capable of reasonably estimating the effects, the Company must record a provisional amount in the Company's Consolidated Financial Statements based on this estimate. To the extent the Company could not reasonably estimate the provisional impacts of Tax Reform, the Company is required to apply ASC 740 on the basis of tax law in place immediately prior to the enactment. In accordance with SAB 118, the revaluation of U.S. net deferred tax assets, the U.S. income tax attributable to Tax Reform's deemed repatriation provision (currently estimated to be zero) and the tax consequences relating to states with current conformity to the Internal Revenue Code are provisional amounts due to the enactment date and the complexities of Tax Reform. The new tax legislation provides for significant changes in corporate taxation, including a reduction in the applicable corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of this rate reduction, the Company's U.S. net deferred tax assets were required to be revalued as of December 31, 2017. This resulted in a one-time charge to tax expense of $9.7 million in the fourth quarter of 2017. Other Tax Reform provisions that will impact the Company include the elimination of the deduction for manufacturing activities, changes to the deductibility of executive compensation and various international tax law changes. There were no changes to the provisional amounts in the three-month and six-month fiscal periods ended June 29, 2018.

One of the international tax law changes provided for with Tax Reform relates to the taxation of a corporation's global intangible low-taxed income ("GILTI") for tax years beginning after December 31, 2017. The Company has evaluated this provision of Tax Reform and the application of ASC 740, and does not believe that GILTI will have a significant impact.

The effective income tax rate represents the combined federal, state and foreign tax effects attributable to pretax earnings for the period. The increasedecrease in the effective tax rate for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, compared to the statutorycorresponding rate of 35%,in the prior year, was primarily due to the aforementioned rate reduction resulting from Tax Reform, as well as certain discrete items relating to the 2017 provision to return adjustments and benefits from stock-based compensation. In addition, the effective tax rate for the three-month and six-month fiscal periods ended June 30, 2017 was negatively impacted by a projected foreign loss in the current periods for which no tax benefit has been provided. The effective tax rate for the three-month fiscal period ended September 30, 2016 exceeds the statutory rate of 35%, primarily due to certain discrete items, most notably unfavorable differences between foreign provisions for taxes and actual foreign returns filed.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the three-month and nine-month fiscal periods ended September 29, 2017 and September 30, 2016
(Unaudited)


16. INCOME TAXES (CONTINUED)

A valuation allowance for deferred tax assets, including those associated with net operating loss carryforwards, is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, the Company uses estimates and judgment regarding future taxable income, and considers the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies, as well as the current and forecasted business economics.

The Company has assessed both positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize operating loss carryforwards associated with certain foreign operations that will permit the Company to use $3.1$3.2 million of deferred tax assets associated with these foreign operationslosses as of SeptemberJune 29, 2017.2018. Through the end of the thirdsecond quarter of 2017,2018, the Company believes it is more likely than not that only $1.2$0.5 million of these deferred tax assets will be realized and, as such, has recorded a valuation allowance of $1.9$2.7 million. Going forward, management will continue to assess the available positive and negative evidence to determine whether it is likely sufficient future taxable income will be generated to permit the use of these deferred tax assets. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income are reduced or increased, or if additional weight is given to subjective evidence such as future expected growth because objective negative evidence in the form of cumulative losses is no longer present.

17.
19. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the issuance date of these financial statements. No material subsequent events were identified that require disclosure.

Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide readers of our condensed consolidated financial statements with the perspectives of management. It presents, in narrative and tabular form, information regarding our financial condition, results of operations, liquidity and certain other factors that may affect our future results, and is designed to enable the readers of this report to obtain an understanding of our businesses, strategies, current trends and future prospects. It should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 20162017 ("20162017 Form 10-K") and the condensed consolidated financial statementsCondensed Consolidated Financial Statements included in Item 1 of this Form 10-Q.

OVERVIEW OF BUSINESS

Kaman Corporation (the "Company") is comprised of two business segments:

The Distribution segment is a leading power transmission, automation and fluid power industrial distributor with operations throughout the United States. The segment provides electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components, toalong with engineered integrated solutions for our customers' most challenging applications, serving a broad spectrum of industrial markets servingcomprised of both maintenance, repair and overhaul ("MRO") and original equipment manufacturer ("OEM") customers.
The Aerospace segment produces and markets aerospace solutions consisting of military and defense, missile and bomb fuze and commercial aerospace products. These solutions include proprietary aircraft bearings and components; super precision, miniature ball bearings;bearings for the medical, industrial and aerospace markets; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; and safe and arming solutions for missile and bomb systems for the U.S. and allied militaries. The segment also markets the design and supply of aftermarket parts to businesses performing MRO in aerospace markets; performs helicopter subcontract work; restores, modifies and supports our SH-2G Super Seasprite maritime helicopters; manufactures and supports our K-MAX® manned and unmanned medium-to-heavy lift helicopters; and provides engineering design, analysis and certification services.

Financial performance

Net sales decreased 1.4%increased 4.3% for the three-month fiscal period ended June 29, 2018, compared to the comparable fiscal period in the prior year, primarily driven by a 4.1% increase in net sales resulting from the adoption of ASC 606, which generally accelerates the recognition of revenue ahead of deliveries. Net sales increased 5.3% for the six-month fiscal period ended June 29, 2018, compared to the comparable period in the prior year, driven by a 7.0% increase in net sales resulting from the adoption of ASC 606, partially offset by a decrease of 1.7% in net sales absent the adoption of ASC 606.
Net earnings increased 12.2% and 3.1%47.7% for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, compared to the comparable fiscal periods in the prior year.
Net earnings decreased 6.7%year, with a portion of these increases reflecting the benefits realized from the Tax Cut and 17.6% for the three-month and nine-month fiscal periods ended September 29, 2017, compared to the comparable fiscal periods in the prior year.Jobs Act ("Tax Reform").
Diluted earnings per share decreasedincreased to $0.58$0.53 for the three-month fiscal period ended SeptemberJune 29, 2017,2018, compared to $0.62$0.48 in the comparable fiscal period in the prior year. For the nine-monthsix-month fiscal period ended SeptemberJune 29, 2017,2018, diluted earnings per share decreasedincreased to $1.27,$1.03, compared to $1.56$0.70 in the comparable fiscal period in the prior year.
Cash provided by operating activities during the nine-monthsix-month fiscal period ended SeptemberJune 29, 2017,2018, was $43.8$93.7 million $26.2as compared to cash used by operating activities of $0.2 million less thanin the comparable fiscal period in the prior year. The change of $93.9 million was primarily due to an advance payment received under a Joint Programmable Fuze ("JPF") direct commercial sales ("DCS") contract.
Total backlog increased 30.6% to $969.0 million compared to total backlog at December 31, 2017, mostly driven by JPF orders.

Recent events

On October 3, 2017,In June 2018, our Aerospace segment announced that it had signed areceived its first order under Option 14 of its JPF contract with Columbia Basin Helicopters for the purchaseU.S. Air Force ("USAF"). This order has an expected value of approximately $69 million.
In May 2018, the Company donated a K-MAX®refurbished SH-2F Seasprite helicopter to be deliveredthe National Naval Aviation Museum in 2018.
On October 1, 2017, Mr. Richard R. Barnhart became the President of Kaman Aerospace Group, succeeding Mr. Gregory L. Steiner, who is expected to retire as of January 2, 2018.Pensacola, FL.
In September 2017, Rotex Helicopter accepted the third K-MAX® helicopter from the newly reopened commercial production line. This delivery followed Lectern Aviation of China's acceptance of the first two K-MAX® helicopters in July 2017.
On September 7, 2017, the Company announced a restructuring plan resulting from its ongoing effort to improve capacity utilization and operating efficiency to better positionApril 2018, our Aerospace segment for increased profitability and growth. These actions are expected to result in approximately $8.0 million to $10.0 million in pre-tax restructuring charges, beginning in the third quarter of 2017 through the planned completion of restructuring activities in the fourth quarter of 2018. The Company anticipates these actions will result in total cost savings of approximately $4.0 million annually beginning in 2019.
On July 17, 2017, our Aerospace segment announced it had entered into a new multi-year contract with SikorskyBell Helicopter to manufacture H-60 cockpits undersheet metal details and subassemblies for the Department of Defense MY IX H-60 procurement authorization.AH-1Z attack helicopter. The termexpected total value of the agreement will be for five years, beginningcontract is approximately $25.6 million annually with deliveries anticipated in 20182019 and ending in 2022.2020.

In April 2018, we contributed an additional $10.0 million to the pension plan, increasing total contributions to $20.0 million in 2018. The Company had not made annual contributions to the pension plan in excess of $10.0 million since 2010.
In April 2018, the Company announced its plan to pay a bonus of $1,000 to approximately 2,400 eligible employees as a way of sharing benefits from Tax Reform.
In April 2018, the Company celebrated a collaboration agreement with Airbus, which designated the Company as a strategic technology partner.


RESULTS OF OPERATIONS

Consolidated Results

On January 1, 2018, we adopted the new accounting standard that resulted in the net periodic pension cost and net postretirement cost other than service costs to no longer be presented in cost of sales and selling, general and administrative expenses, but instead be presented within non-service pension and post retirement benefit cost. See Note 3, Significant Accounting Policies Update, for further details.

Also on January 1, 2018, we adopted new revenue recognition guidance ("ASC 606") using the modified retrospective method. As a result, we applied the new revenue recognition guidance only to contracts that were not completed as of January 1, 2018; therefore, current period results are presented under the new revenue recognition guidance and prior period results are presented in accordance with previous revenue recognition guidance ("ASC 605"). See Note 3, Significant Accounting Policies Update, for further details.

The method of revenue recognition at the Distribution segment remained substantially the same. Under the new revenue recognition guidance Distribution will recognize revenue using the point-in-time method, at the time control of products is transferred to our customers.

In the prior period, the majority of our long-term contracts in the Aerospace segment were accounted for under the percentage-of-completion method using units-of-delivery as a measurement basis, generally recognizing revenue upon delivery to our customer. Revenue recognition under many of these contracts has moved to an over time method under the new revenue recognition guidance, using input costs as the basis for recognizing progress to completion. Under this method, revenue is generally recognized when costs are incurred as work progresses on a program prior to delivery to the customer. The two programs most significantly impacted by the adoption of the new revenue recognition guidance were our JPF program with the U.S. Government ("USG") and our K-MAX® program. Revenue recognition for our JPF program with the USG moved from percentage-of-completion using units-of-delivery to an over time method using input costs as the basis for recognizing progress to completion. Conversely, revenue recognition for our K-MAX® program moved from percentage-of-completion on a cost-to-cost basis to a point-in-time method with revenue recognized at the time control is transferred to our customer.

Net Sales
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
Net sales $447,046
 $453,474
 $1,331,993
 $1,375,314
 $468,129
 $449,006
 $931,456
 $884,947
$ change (6,428) 19,732
 (43,321) 52,466
 19,123
 (21,636) 46,509
 (36,893)
% change (1.4)% 4.5% (3.1)% 4.0% 4.3% (4.6)% 5.3% (4.0)%


The following table details the components of the above change as a percentage of consolidated net sales:
  For the Three Months Ended For the Six Months Ended
  June 29, 2018 June 29, 2018
     
Increase in sales associated with ASC 606 4.1% 7.0 %
Change in sales absent the adoption impact of ASC 606 0.2% (1.7)%
Change in net sales 4.3% 5.3 %

Net sales decreasedincreased for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, as compared to the corresponding periods in 2016, mainly2017, due to a decreasean increase in net sales of $18.5 million and $62.0 million, respectively, resulting from the adoption of the new revenue recognition guidance, primarily at Aerospace. Additionally, higher sales volume at our Distribution segment contributed to the overall increase in net sales for both periods. Under the new guidance, revenue recognition will generally be accelerated ahead of deliveries for certain aerospace programs and distribution contracts. Absent the adoption impact of ASC 606, net sales at our Distribution segment. Net sales for the quarter remained relatively flat at our Aerospace segment when compared to the corresponding period in 2016.decreased for both periods. Foreign currency exchange rates relative to the U.S. dollar had a favorable impact of $1.2$2.5 million and $6.6 million for the three-month and six-month fiscal periodperiods ended SeptemberJune 29, 2017. For2018, respectively. See the nine-month fiscal period, there were lower net sales at our Aerospace segment and an unfavorable impact of foreign currency exchange rates relative to the U.S. dollar of $2.7 million. (See segment discussion below for additionalfurther information.)

Gross Profit
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
Gross profit $138,935
 $135,490
 $398,714
 $413,686
 $135,643
 $134,493
 $269,750
 $258,839
$ change 3,445
 5,564
 (14,972) 23,897
 1,150
 (8,880) 10,911
 (18,571)
% change 2.5% 4.3% (3.6)% 6.1% 0.9% (6.2)% 4.2% (6.7)%
% of net sales 31.1% 29.9% 29.9 % 30.1% 29.0% 30.0 % 29.0% 29.2 %

Gross profit increased for the three-month and six-month fiscal periodperiods ended SeptemberJune 29, 2017,2018, as compared to the corresponding periodperiods in 2016. This was a result of2017, attributable to higher gross profit of $5.1 million and $15.3 million, respectively, resulting from the adoption of the new revenue recognition guidance, primarily at Aerospace. Additionally, for the six-month fiscal period, the Distribution segment experienced higher gross profit in its fluid power product line. These increases were partially offset by decreases in gross profit of $3.8 million and $6.3 million absent the adoption of the new revenue recognition guidance at our Aerospace segment,segment.

The increase in gross profit associated with the new revenue recognition guidance for both periods was primarily related to gross profit recognized on our JPF program customer mix. Forcontract with the USG, as we recognized revenue associated with the cost incurred in the period for units we expect to deliver later in 2018. Additionally, we recognized revenue and related gross profit on one K-MAX® aircraft in the three-month fiscal period ended September 29, 2017, JPF deliveries consistedand two K-MAX® aircraft in the six-month fiscal period.

The $3.8 million decrease in gross profit in Aerospace absent the adoption of mostly higher margin direct commercial salesASC 606 for three-month fiscal period was primarily attributable to foreign militaries compared tofewer deliveries of mainlyour JPF to the USG fuzes in the corresponding period in 2016. Additionally, there were higherand lower sales and associated gross profit under our AH-1Z program. Partially offsetting these increases in gross profit was lower gross profit at our Distribution segment, primarily attributable to lower sales under our bearings and power transmission and automation, control and energy product lines.on certain composite structures programs.

Gross profit decreased for the nine-month fiscal period ended September 29, 2017, as compared to the corresponding period in 2016. This was a result of lower gross profit at both our Distribution and Aerospace segments. The $6.3 million decrease in gross profit at our Distribution segmentin Aerospace absent the adoption of ASC 606 for the six-month fiscal period was primarily attributable to fewer deliveries of our JPF to the USG, lower sales and gross profit on the K-MAX® program and certain composite structures programs, and lower gross profit under our bearingslegacy fuze programs and power transmission and automation, control and energy product lines. The decrease in gross profit at our Aerospace segment was primarily associated with our JPF program customer mix. For the nine-month fiscal period ended September 29, 2017, thereAH-1Z program. These decreases were lowerpartially offset by higher direct commercial sales of our JPF to foreign militaries compared toand the corresponding period in 2016. Additionally, JPF deliveries in the current nine-month period consisted mostly of USG fuzes under Option 12, which were negotiated at a lower selling price than Option 11 sold in the corresponding period in 2016.

Gross profit as a percentage of net sales increased for the three-month fiscal period ended September 29, 2017, as compared to the corresponding period in 2016, primarily due to the customer mix under our JPF program described above. Additionally,associated gross profit as a percentage of net sales increased during the three-month fiscal period due to improvements in various metallic and composite structures programs. Gross profit as a percentage of net sales remained relatively flat for the nine-month fiscal period ended September 29, 2017, as compared to the corresponding period in 2016.profit.


Selling, General & Administrative Expenses (S,G&A)
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
S,G&A $106,349
 $104,060
 $324,533
 $333,726
 $114,339
 $107,952
 $226,092
 $218,829
$ change 2,289
 3,907
 (9,193) 26,914
 6,387
 (6,346) 7,263
 (11,625)
% change 2.2% 3.9% (2.8)% 8.8% 5.9% (5.6)% 3.3% (5.0)%
% of net sales 23.8% 22.9% 24.4 % 24.3% 24.4% 24.0 % 24.3% 24.7 %

The increase in S,G&A for the three-month and six-month fiscal periodperiods ended SeptemberJune 29, 2017,2018, compared to the corresponding periodperiods in 2016, resulted from2017, was primarily attributable to higher corporate expenses and an increase inhigher expenses at our Aerospace segment.Distribution segment, which was mainly driven by higher employee and employee-related costs. The increase in corporate expenses for the three-month and six-month fiscal periods was primarily driven by $2.1 millionrelated to an increase in costs associated with the retirement of a senior executive and higher employee and employee-related costs, partially offset by lower consulting costs. Thehigher long-term incentive compensation costs, an increase in fees associated with a legacy legal matter and higher charitable contributions. S,G&A expenses at our Aerospace segment primarily related to higher salary and wage expenses. The higher corporate expenses and increase in expenses at our Aerospace segment were partially offset by lower expenses at our Distribution segment, primarily related to lower expenses of $2.3 million associated with our productivity and efficiency initiatives.

The decrease in S,G&A for the nine-month fiscal period ended September 29, 2017,remained relatively flat when compared to the corresponding periodperiods in 2016, resulted from lower expenses at both our Distribution and Aerospace segments, partially offset by an increase in corporate expenses. The decrease in expenses at our Distribution segment primarily related to the absence of $6.5 million in costs associated with our 2016 productivity and efficiency initiatives and lower salary and benefit expenses. The decrease in expenses at our Aerospace segment was primarily attributable to lower costs associated with the sale of government contract program inventory (see segment discussion below for additional information), partially offset by higher salary and wage expenses. These decreases were partially offset by an increase in corporate expenses. This was a result of higher employee and employee-related costs and $2.1 million in costs associated with the retirement of a senior executive, partially offset by lower consulting costs.2017.

Restructuring Costs

  For the Three Months Ended For the Nine Months Ended
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
  (in thousands)
Restructuring costs $2,500
 $344
 $2,500
 $691
  For the Three Months Ended For the Six Months Ended
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
  (in thousands)
Restructuring costs $1,954
 $
 $3,647
 $

During the third quarter of 2017, we recorded $2.5 million in costs forannounced restructuring activities at our Aerospace segment to support the ongoing effort of improving capacity utilization and operating efficiency to better position the Company for increased profitability and growth. Such actions include workforce reductions and the consolidation of operations, which we expect to continue through the planned completion in the fourth quarter of 2018. Additionally,In the three-month and six-month fiscal periods ended June 29, 2018, we recorded $1.5 million and $2.3 million, respectively, in costs associated with these restructuring activities. In addition to these costs, the Aerospace segment incurred $0.3 million and $1.2 million in other non-related restructuring costs associated with the termination of certain distributor agreements and separations costs associated with certain employees not included in this expense is approximately $1.0the restructuring activities discussed above in the three-month and six-month fiscal periods, respectively. The Distribution segment incurred $0.1 million of cost that primarily relates toin separation costs for certain employees in the write-off of inventory for various small order programs that we will no longer continue to manufacture as a result of the consolidation of operations.three-month fiscal period ended June 29, 2018.

Operating Income
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
Operating income $30,298
 $31,062
 $71,898
 $79,259
 $20,875
 $26,526
 $41,599
 $40,015
$ change (764) 1,279
 (7,361) (3,285) (5,651) (2,535) 1,584
 (6,608)
% change (2.5)% 4.3% (9.3)% (4.0)% (21.3)% (8.7)% 4.0% (14.2)%
% of net sales 6.8 % 6.8% 5.4 % 5.8 % 4.5 % 5.9 % 4.5% 4.5 %

Operating income decreased for the three-month fiscal period ended June 29, 2018, versus the comparable period in 2017. This was due to lower operating income at both our Distribution and Aerospace segments and higher corporate expenses. These changes were partially offset by an increase in operating income of $3.2 million resulting from the adoption of the new revenue recognition guidance, primarily at Aerospace, and a $1.6 million net gain on the sale of assets.


Operating income remained relatively flatincreased for the three-monthsix-month fiscal period ended SeptemberJune 29, 2017,2018, versus the comparable period in 2016, primarily2017. This was due to higher operating income at both our Aerospaceof $12.8 million resulting from the adoption of the new revenue recognition guidance and Distribution segments,a $1.6 million net gain on the sale of assets. These increases were partially offset by higher corporate expenses, as discussed above. Thea decrease in operating income forof $10.9 million absent the nine-month fiscal period ended September 29, 2017, compared to the corresponding period in 2016, was attributable to lower operating income at our Aerospace segmentadoption of ASC 606 and higher corporate expenses, partially offset by higher operating income at our Distribution segment.expenses. (See segment discussion below for additional information.)

Interest Expense, Net
  For the Three Months Ended For the Nine Months Ended
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
  (in thousands)
Interest expense, net $5,264
 $4,165
 $15,546
 $11,960
  For the Three Months Ended For the Six Months Ended
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
  (in thousands)
Interest expense, net $5,002
 $6,122
 $10,354
 $10,282

Interest expense, net, generally consists of interest charged on our Credit Agreement, which includes a revolving credit facility and a term loan facility, and our convertible notes and the amortization of debt issuance costs, offset by interest income.

The increasedecrease in interest expense, net for both periodsthe three-month fiscal period ended SeptemberJune 29, 2017,2018, compared to the corresponding periodsperiod in 2016,2017, was primarily attributable to lower average borrowings in the current period and the absence of write-offs associated with the redemption of our 2017 Notes in the prior period related to unamortized debt issuance costs and the unamortized debt discount of $0.3 million and $1.0 million, respectively. These decreases were partially offset by higher interest expense under our convertible notes2024 Notes, an increase in letters of credit fees and a higher interest rate for outstanding amounts under the Credit Agreement. At SeptemberJune 29, 2017,2018, the interest rate for outstanding amounts under the Credit Agreement was 2.56%2.86%, compared to 2.13%2.69% at SeptemberJune 30, 2016. Additionally,2017.

Interest expense, net for the nine-monthsix-month fiscal period ended June 29, 2018 remained relatively flat when compared to the corresponding period in 2017. This was primarily attributable to higher interest expense under our 2024 Notes, an increase in letter of credit fees, and a higher interest expense was attributable torate for outstanding amounts under the write-offCredit Agreement, as discussed above. These increases were mostly offset by the absence of unamortized debt issuance costs and the unamortized debt discount associated with the redemption of our 2017 notes, for $0.3 millionNotes in the prior year, as discussed above, and $1.0 million, respectively. These increases were partially offset by lower average borrowings, as compared to the corresponding periods ended September 30, 2016.borrowings. (See Liquidity and Capital Resources section below for information on our borrowings.)

Effective Income Tax Rate
  For the Three Months Ended For the Nine Months Ended
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
       
Effective income tax rate 36.2% 35.9% 36.9% 34.8%
  For the Three Months Ended For the Six Months Ended
  June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
     
Effective income tax rate 18.6% 36.9% 21.8% 37.4%

The effective income tax rate represents the combined federal, state and foreign tax effects attributable to pretax earnings for the period. The increasedecrease in the effective tax rate for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018, compared to the statutorycorresponding rate of 35%, isfor the prior year, was primarily due to the rate reduction resulting from Tax Reform, as well as certain discrete items relating to the 2017 provision to return adjustments and benefits from stock-based compensation. In addition, the effective tax rate for the three-month and six-month fiscal periods ended June 30, 2017 was negatively impacted by a projected foreign loss in the current periods for which no tax benefit has been provided. The effective rate for the three-month fiscal period ended September 30, 2016 exceeds the statutory rate of 35%, primarily due to certain discrete items, most notably unfavorable differences between foreign provisions for taxes and actual foreign returns filed.


Backlog
  June 29,
2018
 December 31,
2017
  (in thousands)
Distribution $144,131
 $126,025
Aerospace 824,912
 616,090
Total $969,043
 $742,115

Backlog increased during the first six months of 2018, primarily driven by activity at our Aerospace segment. The increase in backlog at Aerospace was primarily associated with orders of our JPF and bearings products and orders under our AH-1Z program and composite structures programs, partially offset by a decrease in backlog primarily due to the acceleration of $55.6 million of revenue for deliveries that would have occurred in 2018 as part of the cumulative effect adjustment resulting from the adoption of the new revenue recognition guidance, deliveries of direct commercial JPF orders and bearings products, and work performed on various programs.

Distribution Segment

Results of Operations
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
Net sales $267,641
 $274,388
 $817,965
 $849,104
 $289,523
 $278,706
 $573,455
 $550,324
$ change (6,747) (21,924) (31,139) (62,728) 10,817
 (7,346) 23,131
 (24,392)
% change (2.5)% (7.4)% (3.7)% (6.9)% 3.9 % (2.6)% 4.2 % (4.2)%
                
Operating income $13,369
 $11,872
 $40,997
 $36,148
 $13,546
 $15,657
 $25,380
 $27,073
$ change 1,497
 (2,550) 4,849
 (6,641) (2,111) 2,112
 (1,693) 3,320
% change 12.6 % (17.7)% 13.4 % (15.5)% (13.5)% 15.6 % (6.3)% 14.0 %
% of net sales 5.0 % 4.3 % 5.0 % 4.3 % 4.7 % 5.6 % 4.4 % 4.9 %

The following table details the components of the above changes as a percentage of net sales and operating income at the Distribution segment:
  For the Three Months Ended For the Six Months Ended
  June 29, 2018 June 29, 2018
Net sales:    
Increase in sales associated with ASC 606 1.1 % 0.8 %
Increase in sales absent the adoption impact of ASC 606 2.8 % 3.4 %
% change in net sales 3.9 % 4.2 %
     
Operating income:    
Increase in operating income associated with ASC 606 6.3 % 4.0 %
Decrease in operating income absent the adoption impact of ASC 606 (19.8)% (10.3)%
% change in operating income (13.5)% (6.3)%


Net sales

Net sales for the three-month and nine-month fiscal periodsperiod ended SeptemberJune 29, 2017 decreased2018 increased when compared to the corresponding period in 2016,2017, with $3.1 million of the increase resulting from the adoption of the new revenue recognition guidance. The remainder of the increase in net sales was primarily dueattributable to decreasesan increase in sales of $6.1 and $27.8 million, respectively, associated with our fluid power and bearings and power transmission and automation, control and energy product lines and less significant decreases in our fluid power product line. The decreases in sales in our product lines for the three-month and nine-month fiscal periods ended September 29, 2017,lines. These increases were mostly attributable to lower sales volume to our MRO customers of $13.1 million and $34.9 million, respectively, partially offset by higher sales volume to our OEM and MRO customers.

Additionally, contributing to the decrease in sales for the three-month fiscal period when compared to the corresponding period in the prior year was one fewer sales day in the current quarter. Looking at the markets we serve, sales were lowerhigher in the papermachinery manufacturing nonmetallic mineraland food manufacturing markets, partially offset by lower sales in the mining market.

Net sales for the six-month fiscal period ended June 29, 2018 increased when compared to the corresponding period in 2017, with $4.3 million of the increase resulting from the adoption of the new revenue recognition guidance. The remainder of the increase in net sales was attributable to an increase in sales associated with our bearings and power transmission product line and less significant increases in our fluid power and automation, control and energy product lines. These increases were mostly attributable to higher sales volume to our OEM customers and a less significant increase in sales volume to our MRO customers. Looking at the markets we serve, sales were higher in the machinery manufacturing, food manufacturing, transportation equipment manufacturing and chemical manufacturing markets. Partially offsetting these decreases,increases were higherlower sales in the machinerynonmetallic mineral product manufacturing, merchant wholesalers, durable goods and mining markets.

Further contributing toThe adoption of new revenue recognition guidance did not have a material impact on the decrease in sales forDistribution segment as the nine-month fiscal period was two fewer sales days inmethod of revenue recognition remains substantially the first nine months of 2017same when compared to the corresponding period in 2016. Looking atprior revenue recognition guidance. For the markets we serve, sales were lower inthree-month and six-month fiscal periods ended June 29, 2018, the food manufacturing, paper manufacturingmajority of revenue was recorded on a point-in-time basis due to the notion that our products have alternative use. Only a small percentage of revenue was recorded on an over time basis, which includes value-add services, engineering services and merchant wholesalers durable goods markets. Partially offsetting these decreases, were higher sales in the fabricated metal product and mining markets.

repairs.

"Organic Sales per Sales Day" is a metric management uses to evaluate performance trends at our Distribution segment and is calculated by taking Organic Sales divided by the number of Sales Days in the period. The following table illustrates the calculation of Organic Sales per Sales Day.



For the Three Months Ended
For the Nine Months Ended


September 29,
2017

September 30,
2016

September 29,
2017

September 30,
2016


(in thousands)
Current period








Net sales
$267,641

$274,388

$817,965

$849,104
Acquisition sales (1)



1,128



4,681
Organic sales
267,641

273,260

817,965

844,423
Sales days
62

63

190

192
Organic Sales per Sales Day for the current perioda$4,317

$4,337

$4,305

$4,398












Prior period










Net sales from the prior year
$274,388

$296,312

$849,104

$911,832
Sales days from the prior year
63

64

192

193
Sales per sales day from the prior yearb$4,355

$4,630

$4,422

$4,725













% change(a-b)÷b(0.9)%
(6.3)%
(2.6)%
(6.9)%
(1) Sales contributed by an acquisition are included in Organic Sales beginning with the thirteenth month following the date of acquisition. Prior period information is adjusted to reflect acquisition sales for that period as Organic Sales when calculating the change in Organic Sales per Sales Day for the current period.


For the Three Months Ended
For the Six Months Ended


June 29,
2018

June 30,
2017

June 29,
2018

June 30,
2017


(in thousands)
Current period









Net sales
$289,523

$278,706

$573,455

$550,324
Sales days
64

64

128

128
Sales per Sales Day for the current perioda$4,524

$4,355

$4,480

$4,299











Prior period









Net sales from the prior year
$278,706

$286,052

$550,324

$574,716
Sales days from the prior year
64

64

128

129
Sales per Sales day from the prior yearb$4,355

$4,470

$4,299

$4,455













% change(a-b)÷b3.9%
(2.6)%
4.2%
(3.5)%

Operating income

The increase in operatingOperating income for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2017,2018 decreased when compared to the corresponding periods in the prior year,2017. This was primarily attributabledue to the benefits received from the productivity initiatives implementedan increase in 2016employee and lower expenses of $2.3 millionemployee-related costs, including one-time employee incentives, a reduction in our estimated vendor incentives and $6.5 million, respectively, for the cost incurred related to the implementation of these productivity and efficiency initiatives. The initiatives included operational process improvements and data analytics, primarily focused on expanding operating margins. Additionally, we experienced lower incentive compensationhigher group health insurance costs, in both periods. For the nine-month fiscal period, we also experienced lower salary and benefit costs. These savings were partially offset by a decreasehigher gross profit in sales and related gross profit.our fluid power product line.

Other Matters

Enterprise Resource Planning System
                                                                                                                     
In July 2012, we announced a decision to invest inWe are continuing the process of implementing a new ERP business system forat our Distribution segment, initially announced in 2012 with an estimated total cost of $45.0 million. Since ourthe initial announcement, in 2012, Distribution has acquireda couple of factors have delayed the full implementation of the ERP at this segment. The first of these factors is the acquisition of nine businesses. To date, we have implementedbusinesses leading to additional scope from the new ERP system at four acquired entities, of which two were not included in the originalinitial project scope. Additionally, anplan. Second, multiple upgraded versionversions of the software washave been released during the early stages of our initial implementation plan and Distributionwe have elected to install thisthese major upgrade because ofupgrades in order to benefit from the increasedimproved functionality, the enhanced features these upgrades offer and the new user interface it offered. Recently, our software vendor responsible for the ERP system notified us that another upgrade is available, which is designedthey provide. Each of these upgrades required additional development, integration and extensive testing. Distribution continues to improve overall performance and further enhance the capabilities of the system. Management has assessed this upgrade against the current version of the ERP system and the requirements of the business. This upgrade is expected to leverage the existing work completed to date and we are currently working closely with the software vendor on functional and performance testing of the latest upgrade to revise the project plan and implementation timeline.ensure it meets management's expectations. As a result of the unplanned implementations at the acquired businesses and the software upgrades, our implementation timeline has been extended andthese factors, the total project cost is currently estimated between $51.0 million and $54.0 million.


For the three-month fiscal periods ended SeptemberJune 29, 2018, and June 30, 2017, ERP system expenses incurred totaled $0.2 million and September$0.4 million, respectively, and ERP system capital expenditures totaled $0.7 million and $1.0 million, respectively. For the six-month fiscal periods ended June 29, 2018, and June 30, 2016,2017, ERP system expenses incurred totaled $0.4 million and $0.3$0.7 million, respectively, and ERP system capital expenditures totaled $0.8$1.5 million and $1.0 million, respectively. For the nine-month fiscal periods ended September 29, 2017, and September 30, 2016, ERP system expenses incurred totaled $1.1 million and $0.8 million, respectively, and ERP system capital expenditures totaled $2.7 million and $2.9$1.9 million, respectively. Total to date ERP system capital expenditures as of SeptemberJune 29, 2017,2018, were $37.2$39.6 million. Depreciation expense for the ERP system for the three-month fiscal periods ended SeptemberJune 29, 2018, and June 30, 2017, and September 30, 2016, totaled $0.6$0.5 million and $0.7 million, respectively. Depreciation expense for the ERP system for the nine-monthsix-month fiscal periods ended SeptemberJune 29, 2018, and June 30, 2017, and September 30, 2016, totaled $1.9$1.1 million and $2.1$1.4 million, respectively.

Aerospace Segment

Results of Operations
 For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
 June 29,
2018
 June 30,
2017
 June 29,
2018
 June 30,
2017
 (in thousands) (in thousands)
Net sales $179,405
 $179,086
 $514,028
 $526,210
 $178,606
 $170,300
 $358,001
 $334,623
$ change 319
 41,656
 (12,182) 115,194
 8,306
 (14,290) 23,378
 (12,501)
% change 0.2% 30.3% (2.3)% 28.0% 4.9 % (7.7)% 7.0% (3.6)%
                
Operating income $31,877
 $29,616
 $74,736
 $81,374
 $22,741
 $25,712
 $45,403
 $41,742
$ change 2,261
 1,815
 (6,638) 2,599
 (2,971) (4,209) 3,661
 (8,936)
% change 7.6% 6.5% (8.2)% 3.3% (11.6)% (14.1)% 8.8% (17.6)%
% of net sales 17.8% 16.5% 14.5 % 15.5% 12.7 % 15.1 % 12.7% 12.5 %

The following table details the components of the above changes as a percentage of net sales and operating income at the Aerospace segment:
  For the Three Months Ended For the Six Months Ended
  June 29, 2018 June 29, 2018
Net sales:    
Increase in sales associated with ASC 606 9.0 % 17.2 %
Decrease in sales absent the adoption impact of ASC 606 (4.1)% (10.2)%
% change in net sales 4.9 % 7.0 %
     
Operating income:    
Increase in operating income associated with ASC 606 8.4 % 28.1 %
Decrease in operating income absent the adoption impact of ASC 606 (20.0)% (19.3)%
% change in operating income (11.6)% 8.8 %

Net sales

Sales remained relatively flatNet sales increased for the three-month and six-month fiscal periodperiods ended SeptemberJune 29, 2017,2018, as compared to the corresponding periodperiods in 2016. This was2017. These increases were attributable to increases in net sales of $15.4 million and $57.7 million, respectively, resulting from the adoption of the new revenue recognition guidance, as discussed below. These increases were partially offset by decreases in net sales of $7.1 million and $34.3 million, respectively, absent the adoption of ASC 606. The decreases in sales absent the adoption of ASC 606 were primarily a result of lower sales under the K-MAX® program, the Sikorsky BLACK HAWK helicopter program, a composite structures program and the Boeing 767/777 program, and fewer deliveries of our JPF to the USG. These decreases, totaling $12.5 million for the three-month period and $64.0 million for the six-month period, were partially offset by an increase in sales volume of $8.5 million generated by our commercial product programs, mostly offset by a decrease in sales generated by our military product programs of $8.2 million. The increase in sales under our commercial product programs was primarily attributable to higher sales on our K-MAX® program and higher sales volume under our commercial bearings products. The decreaseAdditionally offsetting the decreases in military sales for the three-month fiscalsix-month period ended September 29, 2017, was primarily attributable to lower sales under our JPF program with the USG, lower sales on the Boeing A-10 program and a decrease in sales on our Sikorsky BLACK HAWK helicopter program. These decreases, totaling $37.8 million, were partially offset by higher direct commercial sales of our JPF to foreign militaries.

Foreign currency exchange rates relative to the U.S. dollar had a favorable impact of $1.2$2.5 million and $6.6 million on net sales for the three-month and six-month fiscal periodperiods ended SeptemberJune 29, 2017.2018, respectively.

Sales decreased for the nine-month fiscal period ended September 29, 2017, as compared to the corresponding period in 2016, primarily due to a decreaseThe increase in sales generated by our military product programsfor both periods resulting from the adoption of $27.5 million. The decreasethe new revenue recognition guidance was primarily attributablerelated to lower direct sales of our JPF to foreign militaries, lower sales volume for our fabricated products from foreign operations, a decrease in sales under certain composite structures programs and lowerrecognizing sales under our Boeing A-10 program and SH-2G(I) contract with New Zealand. These decreases, totaling $37.4 million, were partially offset by higher sales under our SH-2GJPF program with Peruthe USG on an over time method using the cost-to-cost basis in the current period compared to percentage-of-completion using units-of-delivery in the comparable period in 2017 and the AH-1Z program.

Partially offsetting the decrease in militaryrecognition of sales for the nine-month fiscal period ended September 29, 2017, was a $15.3 million increase in sales generated by our commercial product programs. The increase was primarily attributable to higher sales under the K-MAX® program higher sales volume under our commercial bearings products and an increaseat a point in sales under our composite structure products from foreign operations. These increases, totaling $22.7 million, were partially offset by lower sales under our Bell Helicopter composite blade program andtime in the Boeing 767/777 program.

Foreign currency exchange rates relativecurrent periods compared to a percentage-of-completion on a cost-to-cost basis in the U.S. dollar had an unfavorable impact of $2.7 million on net sales for the nine-month fiscal period ended September 29,comparable periods in 2017.


Operating income

Operating income increaseddecreased for the three-month fiscal period ended SeptemberJune 29, 2017,2018, compared to the corresponding period in 2016.2017. This decrease was attributable to a $5.2 million decrease in operating income absent the adoption of the new revenue recognition guidance, partially offset by an increase in operating income resulting from the adoption of the new revenue recognition guidance of $2.2 million, as discussed below. The increasedecrease in operating income for the three-month fiscal period absent the adoption of the new revenue recognition guidance was primarily attributable to higherlower sales and associated gross profit for certain composite structures programs, fewer deliveries of our JPF to the USG and restructuring costs in the current period.

Operating income increased for the six-month fiscal period ended June 29, 2018, compared to the corresponding period in 2017. This increase was attributable to a $11.8 million increase in operating income resulting from the adoption of the new revenue recognition guidance, as discussed below, partially offset by a decrease in operating income absent the adoption of ASC 606 of $8.1 million. The decrease in operating income absent the adoption of ASC 606 was primarily due to lower sales and associated gross profit under our JPF program with foreign militariesthe USG, the K-MAX® program, and certain composite structures programs, lower gross profit on our legacy fuze programs and the AH-1Z program.program, and restructuring costs incurred in the current period. These increases,changes, totaling $15.6$20.5 million, were partially offset by lowerhigher direct commercial sales volume and associated gross profit of our JPF to foreign militaries.

The increase in operating income for both periods resulting from the adoption of the new revenue recognition guidance was primarily related to recognizing sales and the associated gross profit under our JPF program with the USG. Additionally, USG fuzes under Option 12 soldon a cost-to-cost basis in the current period were negotiated at a lower selling price than Option 11 soldcompared to percentage-of-completion using units-of-delivery in the correspondingcomparable period in 2016. Further offsetting some2017 and the recognition of the increase in operating income for three-month fiscal period was $2.5 million in costs related to restructuring activities.

Operating income decreased for the nine-month fiscal period ended September 29, 2017, compared to the corresponding periods in 2016. The decrease was primarily attributable to a decrease in sales and lower gross profit under our JPF program. In addition, operating income decreased, to a lesser extent, due to $2.5 million in costs related to restructuring activities. These decreases were partially offset by increases of $11.5 million, primarily attributable to higher sales and associated gross profit under our commercial bearings products, the SH-2GK-MAX® program with Peru and our AH-1Z program.

Further offsetting some ofat a point in time in the decreasecurrent period compared to on a cost-to-cost basis in operating income for the nine-month fiscalcomparable period were lower S,G&A expenses associated with the sale of government contract program inventory. For certain USG contracts, S,G&A expenses are capitalized in inventory until revenue is recognized, to the extent that gross profit is available to offset the S,G&A expenses. See the table below for the expense or benefit received from S,G&A expenses capitalized in inventory for certain government contracts.

  For the Three Months Ended For the Nine Months Ended
  September 29,
2017
 September 30,
2016
 September 29,
2017
 September 30,
2016
  (in thousands)
S,G&A expensed (capitalized in inventory), net $(252) $(47) $52
 $3,056
2017.

Long-Term Contracts

For long-term aerospace contracts, we generally recognize sales and cost of sales based onover time because of continuous transfer of control to the percentage-of-completion method of accounting,customer, which allows for recognition of revenue as work on a contract progresses. WeFor those programs for which there is a continuous transfer of control to the customer, we recognize sales and profit based on either (1) thea cost-to-cost method,basis, in which case sales and profit are recorded based upon the ratio of costs incurred to date to the total estimated total costs to complete the contract, or (2)contract. Conversely, revenue on certain programs, such as the units-of-delivery method,K-MAX® program and on direct commercial sales under our JPF program, is recognized at a point in which case sales aretime, with revenue being recognized as deliveries are made and cost of sales is computed onupon transfer to the basis of the estimated ratio of total cost to total sales.end customer.


Revenue and cost estimates for all significant long-term contracts for which revenue is recognized using the percentage-of-completion method of accountingover time are reviewed and reassessed quarterly. Based upon these reviews, we record the effects of adjustments in profit estimates each period. If at any time we determine that for a particular contract total costs will exceed total contract revenue, we will record a provision for the entire anticipated contract loss at that time. The amount of revenue recognized in the three-month and six-month fiscal periods ended June 29, 2018 from performance obligations satisfied (or partially satisfied) in previous periods, was $1.4 million and $3.0 million. These amounts were primarily related to changes in the estimates of the stage of completion of Aerospace contracts, more specifically the JPF contract with the USG, the AH-1Z contract and the SH-2G contract with Peru. For the three-month and nine-monthsix-month fiscal periods ended September 29,June 30, 2017, there were net increases in the Company's operating income attributable toof $1.1 million and $2.1 million from changes in contract estimates, of $1.1 million and $3.2 million, respectively. These increases were primarily a result of improved performance on the JPF USG Program, the AH-1Z program, JPF program and the SH-2G program with Peru. These improvements were partially offset by cost growth on the K-MAX® and A-10 programs. There were net decreases in the Company's operating income from changes in contract estimates of $1.3 million and $3.9 million, respectively, for the three-month and nine-month fiscal periods ended September 30, 2016. These decreases were primarily a result of cost growth on various programs, including the Boeing 767/777 program, the A-10 program and a composites assembly program. For the nine-month fiscal period, these decreases were partially offset by improved performance on the JPF program.

Backlog
  September 29,
2017
 December 31,
2016
  (in thousands)
Backlog $556,937
 $581,619

Backlog decreased during the first nine months of 2017 primarily due to deliveries under our JPF program to the USG and foreign militaries and work performed on the SH-2G program with Peru. This decrease was partially offset by orders under the Sikorsky BLACK HAWK helicopter program.

Major Programs/Product Lines

Below is a discussion of significant changes in the Aerospace segment's major programs during the first ninesix months of 2017.2018. See our 20162017 Form 10-K for a complete discussion of our Aerospace segment's programs.

A-10

The segment has contracted with Boeing to produce the wing control surfaces (inboard and outboard flaps, slats and deceleron assemblies) for the USAF’s A-10 fleet. This contract has a potential value of over $110.0 million; however, annual quantities will vary, as they are dependent upon the orders Boeing receives from the USAF. Initial deliveries under this program began in the third quarter of 2010 and full rate production began during the fourth quarter of 2012. Through September 29, 2017, 170 shipsets have been delivered over the life of the program, and approximately 3 shipsets remain in backlog. In 2016, the USAF indicated that they would delay the retirement of the A-10 fleet due to its vital close air support, search and rescue capabilities and the lack of a suitable replacement. We continue to monitor the defense budget and understand that despite this positive indication, the future of this program could be at risk without the continued support of Congress. We have not received any orders for additional shipsets in 2017, and as such, we expect a break in production as we complete the units we currently have on order and wait for follow-on orders from our customer. We have not received any indication from our customer that this program will be terminated. Final production and deliveries of existing orders under this contract are anticipated to be completed during the fourth quarter of 2017. Tooling and nonrecurring costs on this program are being amortized over 242 shipsets, the number of shipsets under the USG program of record. At September 29, 2017 and December 31, 2016, our program backlog was $1.4 million and $5.3 million, respectively, and total program inventory was $9.4 million and $12.8 million, respectively. The current total program inventory includes nonrecurring costs of $8.0 million, which may not be recoverable in the event of an extended break in production or program termination.

FMU-152 A/B – Joint Programmable Fuze (“JPF”)

We manufacture the JPF, an electro-mechanical bomb safe and arming device, which allows the settings of a weapon to be programmed in flight. The Company currently provides the FMU-152 A/B to the United States Air Force (“USAF”) and thirty-six other nations. Sales of these fuzes can be direct to the USAF, Foreign Military Sales ("FMS") through the USG and Direct Commercial Sales ("DCS") to foreign militaries that, although not funded by the USG, require regulatory approvals from the USG.

We occasionally experience lot acceptance test failures due to the complexity of the product and the extreme parameters of the acceptance test. Given the maturity of the product, we now generally experience isolated failures, rather than systemic ones. As a result, identifying a root cause can take longer and result in inconsistent delivery quantities from quarter to quarter.

Sales of these fuzes can be direct to the USG, Foreign Military Sales ("FMS") through the USG and direct commercial sales ("DCS") to foreign militaries that, although not funded by the USG, require regulatory approvals from the USG. During 2016, we were awarded DCS contracts totaling $93.0 million.

A total of 6,7737,038 fuzes were delivered to our customers during the thirdsecond quarter of 2017,2018, which consisted of 1,2166,622 fuzes delivered to the USG and 5,557416 fuzes delivered as direct commercial sales to foreign governments. A total of 22,83810,972 fuzes have been delivered during the first nine monthshalf of 2017.2018. We expect to deliver 33,00034,000 to 37,00038,000 fuzes in 2017. A significant portion2018, primarily consisting of these deliveries will be under Option 12orders from the USG in order to meet the USG's current demand.

Total JPF backlog at June 29, 2018 and December 31, 2017 was $427.4 million and $128.2 million, respectively.

JPF - USG

Under the new revenue recognition standard adopted January 1, 2018, revenue is recognized over time when costs are incurred as work progresses on the program to delivery of our JPF program with the USG. Fuzes under Option 12 were negotiated at a lower selling price than Option 11 and the transition to Option 12 is expected to have an unfavorable margin impact of approximately $6.5 million in 2017.

program.
The Company currently provides the FMU-152 A/B to the USAF, and twenty-eight other nations, but the U.S. Navy currently utilizes a different fuze - the FMU-139. In 2015, NAVAIR solicited proposals for a firm fixed price production contract to implement improvements to the performance characteristics of the FMU-139 (such improved fuze having been designated the FMU-139 D/B), and, the USAF had stated that, if and when a contract is awarded and production begins, the funds associated with the FMU-152 A/B will be redirected to the FMU-139 D/B. During the third quarter of 2015, the U.S. Navy announced that a competitor was awarded the contract for the FMU-139 D/B. In the event the FMU-139 D/B program proceeds as planned and the USAF redirects the funds associated with the FMU-152 A/B to the FMU-139 D/B, our business, financial condition, results of operations and cash flows may be materially adversely impacted. The timing of the impact on our financial statements is dependent on the ability of our competitor to complete the design and qualification phase of the program and other factors. Our competitor has publicly stated that this program is expected to have a 32-month qualification phase, preceding production. Therefore, the earliest the Company may see an impact on its financial statements is 2019; however, dueDue to the complexity of this program, the uncertainty associated with the successful completion of each phase in accordance with the planned schedule and the pending status of the USAF's final decision to redirect funds to the FMU-139 D/B, the timing and magnitude of the impact on the Company's financial statements is not certain.


Thecertain; however, the Company continues to see strong demand for the FMU-152 A/B. We are finalizingIn 2017, we were awarded Options 13 and 14 with the USG and weUSG. The USAF has exercised two orders under Option 13, which have been authorized to begin the procurement of long lead materials for Option 13. Combined, the USG and DCS demand provides near term opportunitiesa total value of more than $100.0 million. Total JPF backlog at September 29, 2017 and December 31, 2016, was $84.6$102.0 million, and $175.0one order under Option 14 with an expected value of approximately $69.0 million. Additionally, the USAF issued a Notice of Contract Action announcing its intent to award us Options 15 and 16, which, if and when awarded, would extend FMU-152 A/B deliveries into 2022.


JPF - DCS

Revenue for DCS programs is generally recognized at the point in time when control is transferred to the customer under the new revenue recognition guidance. The Company continues to see strong demand for DCS fuzes. During the first quarter of 2018, we were awarded a DCS contract totaling approximately $324.0 million, respectively, consisting of orderswhich $307.5 million was included in backlog as of June 29, 2018. The remaining $16.5 million relates to potential penalties payable to the customer in the event the offset requirements of the contract are not met. The offset requirements associated with this contract could extend for delivery into 2018.

several years and have a notional value of approximately $194.0 million; however, the ultimate value is subject to the nature of our satisfaction of these requirements as discussed more fully below. This agreement is designed to return economic value to the foreign country by requiring us to engage in activities supporting local defense or commercial industries, promoting a balance of trade, developing in-country technology capabilities or addressing other local development priorities. The offset agreement may be satisfied through activities that do not require a direct cash payment, including transferring technology, providing manufacturing, training and other consulting support to in-country projects and the purchase by third parties of supplies from in-country vendors. This agreement may also be satisfied through the Company's use of cash for activities, such as subcontracting with local partners, purchasing supplies from in-country vendors, providing financial support for in-country projects and making investments in local ventures. The amount ultimately applied against the offset agreement is based on negotiations with the customer and may require cash outlays that represent only a fraction of the notional value in the offset agreement. The Company is currently in the process of developing a plan to satisfy the offset requirements.
K-MAX®

During the second quarter of 2015, we announced that our Aerospace segment was resuming production of commercial K-MAX® aircraft. The aircraft are being manufactured at our Jacksonville, Florida and Bloomfield, Connecticut facilities. In the third quarter of 2017, theThe first threesix helicopters from the newly reopened commercial production line were accepted by our customers Lectern Aviationthrough the first half of China and Rotex Helicopter. 2018.

As of SeptemberJune 29, 20172018 and December 31, 2016,2017, our backlog for this program was $6.4$14.8 million and $13.7$4.1 million, respectively. The increase in backlog reflects the adoption of the new revenue standard, with the recognition of sales under the K-MAX® program at a point in time in the current period compared to on a cost-to-cost basis in the comparable period in 2017. During the second quarter,first half of 2018, two aircraft have been accepted by our customers. Customer acceptance of an aircraft has been delayed shifting delivery of the aircraft from the first half of 2018; however, we continue to work with our customer to resolve the matter.

During 2017, we announced that we will continue production of the commercial K-MAX® aircraft into 2019 at a minimum due to continued interest in the capabilities of the K-MAX®. We did not receive any new orders of the K-MAX® aircraft during the quarter.

BLACK HAWKA-10

The Sikorsky BLACK HAWK helicopter cockpitsegment is under contract with Boeing to produce the wing control surfaces (inboard and outboard flaps, slats and deceleron assemblies) for the USAF's A-10 fleet. Initial deliveries under this program involvesbegan in 2010 and full rate production began in 2012. Through June 29, 2018, we have received orders for 173 shipsets equivalent to the manufacturenumber of cockpits, includingorders Boeing has received from the installationUSAF. Of that amount, we have delivered 172 shipsets over the life of all wiring harnesses, hydraulic assemblies, control pedals and sticks, seat tracks, pneumatic linesthe program. Revenues for the six-month fiscal period ending June 29, 2018 were not material.

The USAF confirmed that the A-10 fleet will continue to fly indefinitely due to its unique close-air support functions, with support from both Congress and the composite structureWhite House necessitating the re-winging of additional aircraft in the fleet. In March 2018, the 2018 Appropriations Act was enacted, authorizing the USAF to spend an additional $103.0 million for A-10 wing replacements. In June 2018, the 2019 Defense Authorization Act was passed, authorizing $65.0 million for A-10 wing replacements. We have not received any additional orders beyond 173 shipsets; however, during the first quarter of 2018 we received a request for quotation for 112 shipsets from our customer. Final production and deliveries of existing orders under this contract are anticipated to be completed during 2018. We have not received any indication from our customer that holds the windscreen for most models of the BLACK HAWK helicopter. In July 2017, we announced that our Aerospace segment had entered into a new multi-year contract with Sikorsky to manufacture H-60 cockpits under the Department of Defense MY IX H-60 procurement authorization. The term of the agreementthis program will be for five years, beginning interminated. At June 29, 2018 and ending in 2022. As of September 29, 2017 and December 31, 2016,2017, our program backlog forwas $0.1 million and $1.2 million, respectively. Included in contract costs at June 29, 2018 was nonrecurring costs of $2.1 million related to this program was $103.1 million and $45.6 million, respectively.to be utilized on future shipset orders, which may not be recoverable in the event of an extended break in production or program termination.


LIQUIDITY AND CAPITAL RESOURCES

Discussion and Analysis of Cash Flows

We assess liquidity in terms of our ability to generate cash to fund working capital requirements and investing and financing activities. Significant factors affecting liquidity include: cash flows generated from or used by operating activities, capital expenditures, investments in our business segments and their programs, acquisitions, divestitures, dividends, availability of future credit, adequacy of available bank lines of credit, and factors that might otherwise affect the company's business and operations generally, as described under the heading “Risk Factors” and “Forward-Looking Statements” in Item 1A of Part I of our 20162017 Form 10-K.

We continue to rely upon bank financing as an important source of liquidity for our business activities including acquisitions. We believe this, when combined with cash generated from operating activities, will be sufficient to support our anticipated cash requirements for the foreseeable future; however, we may decide to borrow additional funds or raise additional equity capital to support other business activities including potential future acquisitions.

We anticipate a variety of items will have an impact on our liquidity during the next 12 months, in addition to our working capital requirements. These could include one or more of the following:

the matters described in Note 11,13, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements, in addition to the cost of existing environmental remediation matters and deposits required to be made to the environmental escrow for our former Moosup facility;
deferred compensation payments to former directors and officers;
contributions to our qualified pension plan and Supplemental Employees’Employees�� Retirement Plan (“SERP”);
repurchaseinterest payments on outstanding debt;
income tax payments;
operating lease payments;
capital expenditures;
repurchases of common stock under the 2015 Share Repurchase Program;
payment of dividends;
costs associated with the start-up of new aerospace programs; and
the extension of payment terms by our customers and delays in letter of credit funding.

In addition to the items listed above we anticipate receiving approximately $97.2 million in 2018 as an advance payment under a JPF DCS contract. As of June 29, 2018, we have an aggregate principal balance of $11.5received $81.0 million of our 2017 Notes remaining as of September 29, 2017. These notes will remain convertible until the close of business on the second Scheduled Trading Day (as defined in the 2017 Notes indenture) immediately preceding the scheduled maturity date of November 15, 2017, unless earlier redeemed, repurchased or converted. We do not believe any of these matters will leadrelated to a shortage of capital resources or liquidity that would adversely impact our business or results of operations.this advance payment.

We regularly monitor credit market conditions to identify potential issues that may adversely affect, or provide opportunities for, the securing and/or advantageous pricing of additional financing, if any, that may be necessary to continue with our growth strategy and finance working capital requirements.

Management regularly monitors pension plan asset performance and the assumptions used in the determination of our benefit obligation, comparing them to actual performance. We continue to believe the assumptions selected are valid due to the long-term nature of our benefit obligation.

Effective December 31, 2015, our qualified pension plan was frozen with respect to future benefit accruals. Under U.S. Government Cost Accounting Standard (“CAS”) 413, we must calculate the USG’s share of any pension curtailment adjustment calculated resulting from the freeze. Such adjustments can result in an amount due to the USG for pension plans that are in a surplus position or an amount due to the contractor for plans that are in a deficit position. During the fourth quarter of 2016, the Companywe accrued a $0.3 million liability representing our estimate of the amount due to the USG based on our pension curtailment calculation which was submitted to the USG for review in December. Through the dateDecember 2016. We have maintained our accrual at $0.3 million as of this filing there has been no response from the USG on this matter.June 29, 2018. There can be no assurance that the ultimate settlementresolution of this matter will not have a material adverse effect on our results of operations, financial position and cash flows.


A summary of our consolidated cash flows is as follows:
 For the Nine Months Ended For the Six Months Ended
 September 29,
2017
 September 30,
2016
 2017 vs. 2016 June 29,
2018
 June 30,
2017
 2018 vs. 2017
 (in thousands) (in thousands)
Total cash provided by (used in):            
Operating activities $43,834
 $70,016
 $(26,182) $93,742
 $(174) $93,916
Investing activities (23,101) (30,809) 7,708
 (14,735) (17,071) 2,336
Financing activities (28,499) (29,746) 1,247
 (87,693) 2,497
 (90,190)
            
Free Cash Flow (a):  
  
  
  
  
  
Net cash provided by operating activities $43,834
 $70,016
 $(26,182) $93,742
 $(174) $93,916
Expenditures for property, plant and equipment (19,874) (23,926) 4,052
 (15,812) (15,196) (616)
Free cash flow $23,960
 $46,090
 $(22,130) $77,930
 $(15,370) $93,300

(a) Free Cash Flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less expenditures for property, plant and equipment, both of which are presented in our Condensed Consolidated Statements of Cash Flows. See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures for more information regarding Free Cash Flow.

Net cash provided by operating activities decreasedwas $93.7 million for the nine-monthsix-month fiscal period ended SeptemberJune 29, 2017, versus2018, compared to net cash used in operating activities for the comparable period in 2016,2017 of $0.2 million. This change was primarily due to higheran advance payment received under a JPF DCS contract and lower accounts receivables underreceivable on a JPF DCS contract in the current period, partially offset by work performed on our JPF program resulting from the timing of deliveries, the timing of payments associated with the 2016 implementation of the productivityUSG, legacy fuze programs and efficiency initiative at our Distribution segment and lower net earnings, partially offset by lower inventory related to our K-MAX® program.SH-2G program with Peru.

Net cash used in investing activities decreased for the nine-monthsix-month fiscal period ended SeptemberJune 29, 2017,2018, versus the comparable period in 2016,2017, primarily due to a lowerproceeds received from the sale of assets and the absence of an earnout payment associated with a previous acquisition in the current period.

Net cash used in financing activities decreasedwas $87.7 million for the nine-monthsix-month fiscal period ended SeptemberJune 29, 2017, versus2018, compared to net cash provided by financing activities for the comparable period in 2016,2017 of $2.5 million. This change was primarily dueattributable to the absence of convertible notes transactions and higher net repayments of our revolving credit facility in the current period. In the prior period, convertible notes transactions consisted of $200.0 million in proceeds received from the issuance of our 2024 notes and $58.6 million in proceeds received related to the unwind of a portion of the convertible note hedge transactions related to our 2017 Notes, which were partially offset by the cost to repurchase a portion of the 2017 Notes, repayments under our revolving credit facility, the purchase of the capped call transactions related to our 2024 Notes and higher debt issuance costs associated with the issuance of our 2024 Notes. These changes were partially offset by $200.0 million in proceeds received from the issuance of our 2024 Notes and $58.6 million in proceeds received related to the unwind a portion of the convertible note hedge transactions related to the 2017 Notes.


Financing Arrangements
 
Convertible Notes

During the fiscal quarter ending June 30,May 2017, we issued $200.0 million aggregate principal amount of convertible senior unsecured notes due May 2024 (the "2024 Notes") pursuant to an indenture (the "Indenture"), dated May 12, 2017, between the Company and U.S. Bank National Association, as trustee. In connection therewith, we entered into certain capped call transactions that cover, collectively, the number of shares of the Company's common stock underlying the 2024 Notes. In a separate transaction, we repurchased $103.5 million aggregate principal amount of its existing convertible senior unsecured notes due November 15, 2017 (the "2017 Notes"). In connection with the repurchase of the 2017 Notes, we settled a portion of the associated bond hedge transactions and warrant transactions we entered into in 2010 in connection with their issuance.

The remaining portion of the 2017 Notes were convertible at the option of the noteholders until the close of business on the second Scheduled Trading Day (as defined in the 2017 Notes indenture) immediately preceding the maturity date. On November 10, 2017 and November 13, 2017, we received conversion notices from bondholders, totaling the remaining $11.5 million principal amount outstanding under the 2017 Notes. We also settled the remaining portion of the bond hedge.


During the first half of 2018, we settled the remaining warrant transactions associated with the 2017 Notes. These warrants were settled with 114,778 shares of the Company's common stock, resulting in a reduction to additional paid-in-capital. See below for further discussion on the issuance of the 2024 Notes, the repurchase of the 2017 Notes and the related transactions.

2024 Notes

On May 12, 2017, we issued $175.0 million in principal amount of 2024 Notes, in a private placement offering. On May 24, 2017, we issued an additional $25.0 million in principal amount of 2024 Notes pursuant to the initial purchasers' exercise of their overallotment option, resulting in the issuance of an aggregate $200.0 million principal amount of 2024 Notes. The 2024 Notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2017. The 2024 Notes will mature on May 1, 2024, unless earlier repurchased by the Company or converted. We will settle any conversions of the 2024 Notes in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at our election.

Use of proceeds from the issuance of the 2024 Notes was as follows:
in thousands  
Proceeds:  
Gross proceeds $200,000
Commission fees and other expenses(1)
 (7,348)
Net proceeds $192,652
Use of Proceeds:  
Cost to repurchase $103.5 million aggregate principal amount of 2017 Notes(2)
 $(165,308)
Cost for capped call transaction related to 2024 Notes (20,500)
Payment made to reduce revolving credit facility(3)
 (6,844)
Total use of proceeds $(192,652)
(1) Debt issuance fees paid to the counterparties and other expenses (i.e. legal and accounting fees) related to the issuance of the 2024 Notes were capitalized.
(2) Included in this balance is $1.7 million of related accrued interest payments.
(3) Additional payments to the revolving credit facility were made from proceeds received as part of the bond hedge settlement related to the repurchase of the 2017 Notes. See the 2017 Notes section below for further discussion.

The following table illustrates the conversion rate at the date of transaction:issuance of the 2024 Notes:
 May 12, 2017
2024 Notes    
Conversion Rate per $1,000 principal amount (1)
 15.3227 15.3227
Conversion Price (2)
 $65.2626
 $65.2626
Contingent Conversion Price (3)
 $84.84
 $84.84
Aggregate shares to be issued upon conversion (4)
 3,064,540
 3,064,540
(1) Represents the number of shares of Common Stock hypothetically issuable per each $1,000 principal amount of 2024 Notes, subject to adjustments upon the occurrence of certain specified events in accordance with the terms of the Indenture.
(2) Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the 2024 Notes. If the Company's share price exceeds the conversion price at conversion, the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company.
(3) Prior to November 1, 2023, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after July 1, 2017, and only during any such fiscal quarter, if the last reported sale price of the Company's common stock was greater than or

equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter, (2) during the five consecutive business day period following any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. If the Company undergoes a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount to be repurchased, plus any accrued and unpaid interest. As of SeptemberJune 29, 2017,2018, none of the conditions permitting the holders of the 2024 Notes to convert had been met. Therefore, the 2024 Notes are classified as long-term debt.
(4) This represents the number of shares hypothetically issuable upon conversion of 100% of the outstanding aggregate principal amount of the 2024 Notes at each date; however, the terms of the 2024 Notes state that the Company may pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The Company currently intends to settle the aggregate principal amount in cash. Amounts due in excess of the principal, if any, also may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election.

In connection with the 2024 Notes offering, we entered into capped call transactions with certain of the initial purchasers or their respective affiliates. These transactions are intended to reduce the potential dilution to the Company's shareholders and/or offset the cash payments we are required to make in excess of the principal amount upon any future conversion of the notes in the event that the market price per share of the Company's common stock is greater than the strike price of the capped call transactions, with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. Under the terms of the capped call transactions, the strike price ($65.2626) and the cap price ($88.7570) are each subject to adjustment in certain circumstances. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes. The capped call transactions, which cost an aggregate $20.5 million, were recorded as a reduction of additional paid-in capital.


The note payable principal balance for the 2024 Notes at the date of issuance of $200.0 million was bifurcated into the debt component of $179.5 million and the equity component of $20.5 million. The difference between the note payable principal balance and the fair value of the debt component representing the debt discount is being accreted to interest expense over the term of the 2024 Notes. The fair value of the debt component was recognized using a 5.0% discount rate, representing the Company's borrowing rate at the date of issuance for a similar debt instrument without a conversion feature with an expected life of seven years.

We incurred $7.4 million of debt issuance costs in connection with the sale of the 2024 Notes, which was allocated between the debt and equity components of the instrument. Of the total amount, $0.7 million was recorded as an offset to additional paid-in capital. The balance, $6.7 million, was recorded as a contra-debt balance and is being amortized over the term of the 2024 Notes. Total amortization expense for the three-month and nine-monthsix-month fiscal periods ended SeptemberJune 29, 2018 was $0.7 million and $1.3 million. Total amortization expense for the three-month and six-month fiscal periods ended June 30, 2017 was $0.2$0.1 million and $0.3 million.

2017 Notes

In November 2010, we issued convertible senior unsecured notes due on November 15, 2017, in the aggregate principal amount of $115.0 million in a private placement offering. These notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 15 and November 15 of each year, beginning in 2011. In May 2017, we used a portion of the net proceeds from the issuance of the 2024 Notes, along with cash received from the counterparties in connection with the termination of the existing convertible note hedge transactions referred to below, to repurchase $103.5 million principal amount of the 2017 Notes from a limited number of holders in an arm's length transaction. This repurchase represented approximately 90% of the aggregate principal amount of 2017 Notes. The repurchases were accounted for as an extinguishment of the outstanding instrument. Of the total aggregate cost of $165.3 million, $60.0 million was allocated to the equity component of the 2017 notes and was recorded as a reduction to additional paid-in capital. The remainder of the cost was attributed to the outstanding principal repurchased and accrued interest. As of September 29, 2017, $11.5 million principal amount remains outstanding under the 2017 Notes.


The repayment of a portion of the 2017 Notes was not contingent upon the issuance of the 2024 Notes. As such, the repurchase of the 2017 Notes was accounted for as a debt extinguishment.

See below for further details on the loss on extinguishment:
in thousands  
Carrying value of 2017 Notes $113,943
   
Carrying value of Redeemed Debt $102,548
Fair value of Consideration Transferred(1)
 103,637
Loss on extinguishment of 2017 Notes(2)
 $(1,089)
Acceleration of debt issuance cost @ 90%(3)
 (297)
Total loss on extinguishment of 2017 Notes(4)
 $(1,386)
(1) The fair value of consideration transferred was calculated using a discount rate of 3%, representing the Company's borrowing rate at the date of issuance for a similar debt instrument with a remaining expected life of six months (for the 2017 Notes).
(2) The majority of this balance relates to the write-off of approximately $1.0 million, 90% of the unamortized debt discount.
(3 The Company determined that in connection with the repurchase of the 2017 Notes, 90% of the unamortized debt issuance costs should be written off, representing the approximate outstanding portion of these costs related to the notes purchased.
(4) This loss is included in interest expense, net on the Company's Consolidated Statement of Operations.

In connection with the 2017 Notes, we had entered into convertible note hedge transactions and warrant transactions ("existing call spread transactions") with certain financial institutions. These transactions were accounted for as equity instruments at the time of issuance in 2010. With the intention of repurchasing the 2017 Notes, we entered into agreements with these financial institutions to terminate a portion of the existing call spread transactions concurrently with the offering. In connection with these transactions, we received $58.6 million in payments related to the unwind of 90% of the convertible note hedge transactions and made deliveries of 624,044 shares of the Company's common stock in connection with the partial unwind of the warrant transactions. We used a portion of the proceeds from the bond hedge settlement to repurchase the 2017 Notes as described above and to make a payment to the revolving credit facility. The cash proceeds received were recorded as an increase of additional paid-in-capital which was partially offset by the delivery of shares.

The remaining portion of the 2017 Notes are convertible at the option of the noteholders until the close of business on the second Scheduled Trading Day (as defined in the 2017 Notes indenture) immediately preceding the maturity date. Accordingly, the remaining carrying amount of the 2017 Notes was recorded in current liabilities and a portion of the equity component, representing the unamortized debt discount, was reclassified from additional paid-in capital to temporary equity on the Company's Condensed Consolidated Balance Sheet as of September 29, 2017.both periods.

Credit Agreement

On May 6, 2015, we closed on an amended and restatedWe have a $700.0 million Credit Agreement.Agreement, as amended, with JPMorgan Chase Bank N.A., as Administrative Agent, Bank of America, N.A. and Citizens Bank N.A. as Co-Syndication Agents and SunTrust Bank, KeyBank N.A., TD Bank, N.A., BB&T and Fifth Third Bank, as Co-Documentation Agents. The Credit Agreement matures on May 6, 2020 and has revolving commitments of $600.0 million and a Term Loan commitment of $100.0 million. Capitalized terms used inbut not defined within this discussion of the Credit Agreement but not defined herein have the meanings ascribed thereto in the Credit Agreement, as amended. The Credit Agreement amends and restates our previously existing credit facility to, among other things: (i) extend the maturity date to May 6, 2020; (ii) increase the aggregate amount of revolving commitments from $400.0 million to $600.0 million; (iii) reinstate the aggregate amount of outstanding Term Loans to $100.0 million; (iv) modify the affirmative and negative covenants set forth in the facility; and (v) effectuate a number of additional modifications to the terms and provisions of the facility, including its pricing. On May 8, 2017, we entered into Amendment No. 1 to the Credit Agreement to permit the offering of the 2024 Notes and the entering into of the related capped call transactions.Agreement.

The term loan commitment requires quarterly payments of principal (which commenced on June 30, 2015) at the rate of $1.25 million, increasing to $1.875 million on June 30, 2017, and then to $2.5 million on June 30, 2019, with $65.0 million payable in the final quarter of the facility's term. The facility includes an accordion feature that allows us to increase the aggregate amount available to up to $900.0 million with additional commitments from the Lenders.
 
Interest rates on amounts outstanding under the Credit Agreement are variable, and are determined based on the Consolidated Senior Secured Leverage Ratio. At SeptemberJune 29, 2017,2018, the interest rate for the outstanding amounts on both the revolving credit facility and term loan commitment was 2.56%2.86%. In addition, we are required to pay a quarterly commitment fee on the unused revolving loan commitment amount at a rate ranging from 0.175% to 0.300% per annum, based on the Consolidated

Senior Secured Leverage Ratio. Fees for outstanding letters of credit range from 1.25% to 2.00%, based on the Consolidated Senior Secured Leverage Ratio.

The financial covenants associated with the Credit Agreement include a requirement that (i) the Consolidated Senior Secured Leverage Ratio cannot be greater than 3.50 to 1.00, with an available election to increase the maximum to 3.75 to 1.00 for four consecutive quarters in connection with a Permitted Acquisition with consideration in excess of $125.0 million; (ii) the Consolidated Total Leverage Ratio cannot be greater than 4.00 to 1.00, with an available election to increase the maximum to 4.25 to 1.00 for four consecutive quarters in connection with a Permitted Acquisition with consideration in excess of $125.0 million; (iii) the Consolidated Interest Coverage Ratio cannot be less than 4.00 to 1.00; and (iv) Liquidity: (a) as of the last day of the fiscal quarter of the Company ending two full fiscal quarters prior to the stated maturity of the 2017 Notes, cannot be less than an amount equal to 50% of the outstanding principal amount of the 2017 Notes, and (b) as of the last day of each fiscal quarter of the Company ending thereafter, cannot be less than an amount equal to the outstanding principal amount of the Specified Convertible2017 Notes as of such day. We were in compliance with the financial covenants as of and for the quarter ended SeptemberJune 29, 2017,2018, and do not anticipate noncompliance in the foreseeable future.

In 2015, the Company incurred $2.3 million in debt issuance costs in connection with the Credit Agreement. These costs have been capitalized and will be amortized over the term of the agreement. Total amortization expense for the three-month fiscal periods ended June 29, 2018 and June 30, 2017 was $0.2 million for both periods. Total amortization expense for the six-month fiscal periods ended June 29, 2018 and June 30, 2017 was $0.5 million for both periods.

Total average bank borrowings during the quarter ended SeptemberJune 29, 20172018, were $269.7$170.1 million compared to $315.6$256.5 million for the year ended December 31, 2016.2017. As of SeptemberJune 29, 20172018 and December 31, 2016,2017, there was $451.5$396.4 million and $381.7$453.3 million available for borrowing, respectively, under the Revolving Credit Facility, net of letters of credit. However, based on EBITDA levels at SeptemberJune 29, 20172018 and December 31, 2016,2017, amounts available for borrowing were limited to $165.2$352.4 million and $209.5$246.0 million, respectively. Letters of credit are generally considered borrowings for purposes of the Revolving Credit Facility. A totalAs of $6.7June 29, 2018, $136.8 million and $5.9letters of credit were outstanding, of which $136.4 million were under the revolving credit facility. Of this amount, $130.0 million letters of credit relate to a JPF DCS contract. As of December 31, 2017, $6.7 million in letters of credit waswere outstanding, of which, $6.5 million were under the Revolving Credit Facility as of September 29, 2017 and December 31, 2016, respectively.revolving credit facility.

Other Sources/Uses of Capital

WeIn 2018, we contributed $10.0$20.0 million to the qualified pension plan and $2.9$0.3 million to the SERP through the end of the thirdsecond quarter. We do not expect toare evaluating whether we will make any further contributions to the qualified pension plan during 2017.2018. We plan to contribute an additional $0.2$0.6 million to the SERP in 2017.2018. For the 20162017 plan year, we contributed $10.0 million to the qualified pension plan and $0.5$3.1 million to the SERP.

On April 29, 2015, we announced that our Board of Directors approved a share repurchase program ("2015 Share Repurchase Program") authorizing the repurchase of up to $100.0 million of the common stock, par value $1.00 per share, of the Company. This new program replaced our 2000 Stock Repurchase Program. We currently intend to repurchase shares to offset the annual issuance of shares under our employee stock plans, but the timing and actual number of shares repurchased will depend on a variety of factors including stock price, market conditions, corporate and regulatory requirements, capital availability and other factors, including acquisition opportunities. As of SeptemberJune 29, 2017,2018, we had repurchased 722,000924,846 shares under the 2015 Share Repurchase Program and approximately $68.7$56.3 million remained available for repurchases under this authorization.


NON-GAAP FINANCIAL MEASURES

Management believes the non-GAAP (Generally Accepted Accounting Principles) measures used in this report provide investors with important perspectives into our ongoing business performance. We do not intend for the information to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define the measures differently. We define the non-GAAP measures used in this report and other disclosures as follows:

Organic Sales

Organic Sales is defined as "Net Sales" less sales derived from acquisitions completed during the precedingprevious twelve months. We believe that this measure provides management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, which can obscure underlying trends. We also believe that presenting Organic Sales separately for our segments provides management and investors with useful information about the trends impacting our segments and enables a more direct comparison to other businesses and companies in similar industries. Management recognizes that the term "Organic Sales" may be interpreted differently by other companies and under different circumstances. The following table illustrates the calculation of Organic Sales using the GAAP measure, "Net Sales".
Organic Sales (in thousands)      


For the Three Months Ended
For the Nine Months Ended


September 29,
2017

September 30
2016

September 29,
2017

September 30
2016
Distribution







Net sales
$267,641

$274,388

$817,965

$849,104
Acquisition Sales


1,128



4,681
Organic Sales
$267,641

$273,260

$817,965

$844,423
Aerospace











Net sales
$179,405

$179,086

$514,028

$526,210
Acquisition Sales


18,037



53,418
Organic Sales
$179,405

$161,049

$514,028

$472,792
Consolidated











Net sales
$447,046

$453,474

$1,331,993

$1,375,314
Acquisition Sales


19,165



58,099
Organic Sales
$447,046

$434,309

$1,331,993

$1,317,215

Organic Sales per Sales Day

Organic Sales per Sales Day is defined as GAAP "Net sales of the Distribution segment" less sales derived from acquisitions completed during the preceding twelve months divided by the number of Sales Days in a given period. Sales Days are the days that the Distribution segment's branch locations were open for business and exclude weekends and holidays. Management believes Organic Sales per Sales Day provides an important perspective on how net sales may be impacted by the number of days the segment is open for business and provides a basis for comparing periods in which the number of sales days differs.  

Free Cash Flow

Free Cash Flow is defined as GAAP “Net cash provided by (used in) operating activities” in a period less “Expenditures for property, plant & equipment” in the same period. Management believes Free Cash Flow provides an important perspective on our ability to generate cash from our business operations and, as such, that it is an important financial measure for use in evaluating the Company's financial performance. Free Cash Flow should not be viewed as representing the residual cash flow available for discretionary expenditures such as dividends to shareholders or acquisitions, as it may exclude certain mandatory expenditures such as repayment of maturing debt and other contractual obligations. Management uses Free Cash Flow internally to assess overall liquidity.


CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

ThereIn the first half of 2018, the Company entered into letters of credit with a total value of $130.0 million related to a JPF DCS contract. Other than these letters of credit, there have been no material changes outside the ordinary course of business in our contractual obligations or off-balance sheet arrangements during the first ninesix months of 20172018. See our 20162017 Form 10-K for a discussion of our contractual obligations and off-balance sheet arrangements.


CRITICAL ACCOUNTING ESTIMATES

Preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis and the Notes to Consolidated Financial Statements in the Company’s 20162017 Form 10-K describe the critical accounting estimates and significant accounting policies used in preparing the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. There have been no significant changes inSee Note 3, Significant Accounting Policies Update, for a discussion on the Company's criticalimpact of adopting new accounting estimates and significant accounting policies in 2017.standards that became effective January 1, 2018.

RECENT ACCOUNTING STANDARDS

Information regarding recent changes in accounting standards is included in Note 2, Recent Accounting Standards, of the Notes to Condensed Consolidated Financial Statements in this report.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the Company’s exposure to market risk during the first ninesix months of 2017.2018. See the Company’s 20162017 Form 10-K for a discussion of the Company’s exposure to market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of SeptemberJune 29, 2017.2018. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of SeptemberJune 29, 2017,2018, our disclosure controls and procedures were effective.

Changes in Internal Controls

There was no change into our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are in the process of implementing a new enterprise-wide business system for our Distribution segment. In order to minimize disruptions to our ongoing operations we have developed a project plan that takes a phased approach to implementation and includes appropriate contingency plans. The implementation of the new ERP system will likely affect the processes that constitute our internal control over financial reporting for the Distribution segment.

PART II
Item 1. Legal Proceedings

General

From time to time, as a normal incident of the nature and kinds of businesses in which the Company and its subsidiaries are, and were, engaged, various claims or charges are asserted and legal proceedings are commenced by or against the Company and/or one or more of its subsidiaries. Claimed amounts may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred.

We evaluate, on a quarterly basis, developments in legal proceedings that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. Our loss contingencies are subject to substantial uncertainties, however, including for each such contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii) the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether the proceedings involve a large number of parties and/or claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear; (vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement postures of the parties. Because of these uncertainties, management has determined that, except as otherwise noted below, the amount of loss or range of loss that is reasonably possible in respect of each matter described below (including any reasonably possible losses in excess of amounts already accrued), is not reasonably estimable.

While it is not possible to predict the outcome of these matters with certainty, based upon available information, management believes that all settlements, arbitration awards and final judgments, if any, which are considered probable of being rendered against us in legal proceedings and that can be reasonably estimated are accrued for at SeptemberJune 29, 2017.2018. Despite this analysis, there can be no assurance that the final outcome of these matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

As of SeptemberJune 29, 2017,2018, neither the Company nor any of its subsidiaries is a party, nor is any of its or their property subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company and its subsidiaries. Additional information relating to certain of these matters is set forth in Note 11,13, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements.

Environmental Matters

The Company and its subsidiaries are subject to numerous U.S. Federal, state and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues concerning activities at our facilities or former facilities or remediation as a result of past activities (including past activities of companies we have acquired). From time to time, we receive notices from the U.S. Environmental Protection Agency or equivalent state or international environmental agencies that we are a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) and/or equivalent laws. Such notices assert potential liability for cleanup costs at various sites, which may include sites owned by us, sites we previously owned and treatment or disposal sites not owned by us, allegedly containing hazardous substances attributable to us from past operations. While it is not possible to predict the outcome of these proceedings, in the opinion of management, any payments we may be required to make as a result of all such claims in existence at SeptemberJune 29, 2017,2018, will not have a material adverse effect on our business, financial condition and results of operations or cash flows.

Asbestos Litigation

Like many other industrial companies, the Company and/or one of its subsidiaries may be named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos integrated into certain products sold or distributed by the Company and/or the named subsidiary. A substantial majority of these asbestos-related claims have been covered by insurance or other forms of indemnity or have been dismissed without payment. The rest have been resolved for amounts that are not material to the Company, either individually or in the aggregate. Based on information currently available, we do not believe that the resolution of any currently pending asbestos-related matters will have a material adverse effect on our business, financial condition, results of operations or cash flows.


Item 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition and cash flows as set forth under Item 1A. “Risk Factors” in our 20162017 Form 10-K. From time to time we disclose changes to risk factors that have been previously disclosed. See below for information regarding changes to our risk factors since the filing of our 20162017 Form 10-K. Other than the information presented below, we do not believe there have been any material changes to the risk factors previously disclosed in our 20162017 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position and cash flows.

Certain of our operations are conducted through joint ventures, which entail special risks.

The Company hasRecently enacted tariffs on certain imports to the United States and other potential changes to U.S. tariff and import/export regulations may have a 49% equity interest in Kineco-Kaman Composites - India Private Limited, a composites manufacturing joint venture located in Goa, India. The Company relies significantlynegative effect on the servicesglobal economic conditions and skills of its joint venture partner to manage and conduct the local business operations of the joint venture and ensure compliance with all applicable laws and regulations. If our joint venture partner fails to perform these functions adequately, it may adversely affect our business, financial condition, results and financial condition.
In 2018, new tariffs were implemented on imports of operationssteel and cash flows. Moreover, ifaluminum into the United States. As the implementation of tariffs is ongoing, more tariffs may be added in the future. While any steel and aluminum we use in our joint venture partner failsproducts is produced primarily in North America, the new tariffs may provide domestic steel and aluminum producers the flexibility to honor itsincrease their prices, at least to a level where their products would still be priced below foreign competitors once the tariffs are taken into account. These tariffs could have an adverse impact on our financial obligations to commit capital, equity or credit supportresults, which include, but are not limited to, the joint venturefollowing: Products we sell include steel and aluminum and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. In addition, in response to the new tariffs, a number of other countries are threatening to impose tariffs on U.S. imports, which, if implemented, could increase the price of our products in these countries and may result in our customers looking to alternative sources for our products. This would result in decreased sales, which could have a negative impact on our net income and financial condition. Any of these factors could depress economic activity and restrict our access to suppliers or other difficulties or for any other reason, the joint venture may be unable to perform contracted services or deliver contracted products unless we provide the necessary capital, equity or credit support.

Economic conditionscustomers and regulatory changes leading up to and following the United Kingdom’s ("UK") likely exit from the European Union ("EU") could have a material adverse effect on our business, financial condition and results of operations

We have business operations in both the UK and the broader EU. In June 2016, a majority of voters in the UK elected to withdraw from the EU in a national referendum, and in March 2017, the UK gave notice to the EU that it was formally initiating the withdrawal process. The terms of any withdrawal are subject to a negotiation period that could last up to two years from that date, unless the time period is extended. The referendum and withdrawal process have created significant uncertainty about the future relationship between the UK and the EU, and have given rise to calls for the governments of other EU member states to consider withdrawal.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future UK laws and regulations as the UK determines which EU laws to replace or replicate in the course of its withdrawal, including financial laws and regulations, tax and free trade agreements, intellectual property rights, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, could decrease foreign direct investment in the UK, increase costs, depress economic activity and restrict our access to capital. If the UK and the EU are unable to negotiate acceptable withdrawal terms or if other EU member states pursue withdrawal, barrier-free access between the UK and other EU member states or among the European economic area overall could be diminished or eliminated. Any of these factors could have a direct or indirect impact on our business in the UK and EU, our customers and suppliers in the UK and EU and our business outside the UK and EU. Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our common stock.

Exports of certain of our products are subject to various export control regulations and authorizations, and we may not be successful in obtaining the necessary U.S. Government approvals and resultant export licenses for proposed sales to certain foreign customers.

We must comply with various laws and regulations relating to the export of our products and technology, including a requirement to obtain the necessary export approvals and/or other licenses or authorizations from the U.S. Government before we are permitted to sell certain products and technologies outside of the United States. We can give no assurance that we will be successful in obtaining the necessary licenses or authorizations in a timely manner or at all. Any significant delay in, or impairment of, our ability to sell products or technologies outside of the United States could have a material adverse effect on our business, financial condition and results of operations.


FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "would," "could," "will" and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company's actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others: (i) changes in domestic and foreign economic and competitive conditions in markets served by the Company, particularly the defense, commercial aviation and industrial production markets; (ii) changes in government and customer priorities and requirements (including cost-cutting initiatives, government and customer shut-downs, the potential deferral of awards, terminations or reductions of expenditures to respond to the priorities of Congress and the Administration, or budgetary cuts resulting from Congressional actions or automatic sequestration); (iii) changes in geopolitical conditions in countries where the Company does or intends to do business; (iv) the successful conclusion of competitions for government programs (including new, follow-on and successor programs) and thereafter successful contract negotiations with government authorities (both foreign and domestic) for the terms and conditions of the programs; (v) the timely receipt of any necessary export approvals and/or other licenses or authorizations from the U.S. Government; (vi) timely satisfaction or fulfillment of material contractual conditions precedents in customer purchase orders, contracts, or similar arrangements; (vii) the existence of standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; (viii) the successful resolution of government inquiries or investigations relating to our businesses and programs; (ix) risks and uncertainties associated with the successful implementation and ramp up of significant new programs, including the ability to manufacture the products to the detailed specifications required and recover start-up costs and other investments in the programs; (x) potential difficulties associated with variable acceptance test results, given sensitive production materials and extreme test parameters; (xi) the receipt and successful execution of production orders under the Company's existing U.S. government JPF contract, including the exercise of all contract options and receipt of orders from allied militaries, but excluding any next generation

programmable fuze programs, as all have been assumed in connection with goodwill impairment evaluations; (xii) the continued support of the existing K-MAX® helicopter fleet, including sale of existing K-MAX® spare parts inventory and the receipt of orders for new aircraft sufficient to recover our investment in the restart of the K-MAX® production line; (xiii) the accuracy of current cost estimates associated with environmental remediation activities; (xiv) the profitable integration of acquired businesses into the Company's operations; (xv) the ability to implement our ERP systems in a cost-effective and efficient manner, limiting disruption to our business, and allowing us to capture their planned benefits while maintaining an adequate internal control environment; (xvi) changes in supplier sales or vendor incentive policies; (xvii) the effects of price increases or decreases; (xviii) the effects of pension regulations, pension plan assumptions, pension plan asset performance, future contributions and the pension freeze, including the ultimate determination of the U.S. Government's share of any pension curtailment adjustment calculated in accordance with CAS 413; (xix) future levels of indebtedness and capital expenditures; (xx) the continued availability of raw materials and other commodities in adequate supplies and the effect of increased costs for such items; (xxi) the effects of currency exchange rates and foreign competition on future operations; (xxii) changes in laws and regulations, taxes, interest rates, inflation rates and general business conditions; (xxiii) the effects, if any, of the UK's exit from the EU; (xxiv) future repurchases and/or issuances of common stock; (xxv) the incurrenceoccurrence of unanticipated restructuring costs or the failure to realize anticipated savings or benefits from past or future expense reduction actions; and (xxvi) other risks and uncertainties set forth herein in our 2016 Form 10-K and in our 2017 Form 10-Q for the fiscal quarter ended June 30, 2017.10-K.

Any forward-looking information provided in this report should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this report.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases of Common Stock by the Company during the three-month fiscal period ended SeptemberJune 29, 20172018:
Period 
Total Number
of Shares
Purchased (a)
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (b)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan  (in thousands)
July 1, 2017 – July 28, 2017 
 $
 
 
$73,113
July 29, 2017 – August 25, 2017 8,937
 $50.85
 8,937
 
$72,658
August 26, 2017 – September 29, 2017 78,448
 $51.00
 78,063
 
$68,676
Total 87,385
  
 87,000
  
Period 
Total Number
of Shares
Purchased (a)
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (b)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan  (in thousands)
March 31, 2018 - April 27, 2018 25,853
 $62.64
 25,853
 
$58,867
April 28, 2018 - May 25, 2018 11,647
 $63.17
 11,647
 
$58,131
May 26, 2018 - June 29, 2018 26,046
 $71.75
 25,833
 
$56,278
Total 63,546
  
 63,333
  

(a) During the quarter the Company purchased 385213 shares in connection with employee tax withholding obligations as permitted by our equity compensation plans, which are SEC Rule 16b-3 qualified compensation plans. These were not purchases under our publicly announced program.

(b) On April 29, 2015, the Company announced that its Board of Directors approved a $100.0 million share repurchase program.

Item 4. Mine Safety Disclosure

Information concerning mine safety violations required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") and Item 104 of Regulation S-K was not required for this quarterly report on Form 10-Q as there were no reportable violations during the quarter.




Item 6.     Index To Exhibits

10.1Offer Letter between Kaman Corporation Amended and Richard R. Barnhart effective as of September 24, 2017Restated 2013 Management Incentive Plan.* (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 21, 2017,filed on April 23, 2018, File No. 001-35419)Previously Filed
10.2Transition and Retirement Agreement between Kaman Corporation Amended and Gregory L. Steiner dated September 21, 2017Restated Employee Stock Purchase Plan.* (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September 21, 2017,filed on April 23, 2018, File No. 001-35419)Previously Filed
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934Filed Herewith
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934Filed Herewith
32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewith
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewith
101.INSXBRL Instance Document 
101.SCHXBRL Taxonomy Extension Schema Document 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document 
101.LABXBRL Taxonomy Extension Label Linkbase Document 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document 

*Management contract or compensatory plan

SIGNATURES

Kaman Corporation and Subsidiaries

Signatures

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 thereunto duly authorized.

  KAMAN CORPORATION
  Registrant
Date:October 26, 2017August 8, 2018  /s/ Neal J. Keating
  By: Neal J. Keating
    Chairman, President and
    Chief Executive Officer

Date:October 26, 2017August 8, 2018  /s/ Robert D. Starr
  By: Robert D. Starr
    Executive Vice President and
    Chief Financial Officer


KAMAN CORPORATION
INDEX TO EXHIBITS
10.1Offer Letter between Kaman Corporation Amended and Richard R. Barnhart effective as of September 24, 2017Restated 2013 Management Incentive Plan.* (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 21, 2017,filed on April 23, 2018, File No. 001-35419)Previously Filed
10.2Transition and Retirement Agreement between Kaman Corporation Amended and Gregory L. Steiner dated September 21, 2017Restated Employee Stock Purchase Plan.* (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September 21, 2017,filed on April 23, 2018, File No. 001-35419)Previously Filed
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934Filed Herewith
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934Filed Herewith
32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewith
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewith
101.INSXBRL Instance Document 
101.SCHXBRL Taxonomy Extension Schema Document 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document 
101.LABXBRL Taxonomy Extension Label Linkbase Document 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document 


*Management contract or compensatory plan

5156