

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

FORM 10-Q
(Mark One)

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

For the quarterly period ended	~~January~~July 31, 2017

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:	000-14798

American Woodmark Corporation
(Exact name of registrant as specified in its charter)

Virginia			54-1138147
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3102 Shawnee Drive, Winchester, Virginia			22601
(Address of principal executive offices)			(Zip Code)

(540) 665-9100
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer” and~~filer,” “smaller reporting company” or an "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ~~[X]~~	[X]		Accelerated filer	[ ]
Non-accelerated filer	[ ] ~~(Do~~	(Do not check if a smaller reporting company)	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 by Rule 12b-2 of the Exchange Act). Yes ___ No X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of ~~February 27,~~August 29, 2017, ~~16,232,625~~16,249,910 shares of the Registrant’s Common Stock were outstanding.

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX



PART I.	FINANCIAL INFORMATION	PAGE NUMBER

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance ~~Sheets--January~~Sheets--July 31, 2017 and April 30, ~~2016~~2017	3

	Condensed Consolidated Statements of Income--Three months ended ~~January~~July 31, 2017 and ~~2016; Nine months ended January 31, 2017 and~~ 2016	4

	Condensed Consolidated Statements of Comprehensive Income--Three months ended ~~January~~July 31, 2017 and ~~2016; Nine months ended January 31, 2017 and~~ 2016	5

	Condensed Consolidated Statements of Cash ~~Flows--Nine~~Flows--Three months ended ~~January~~July 31, 2017 and 2016	6

	Notes to Condensed Consolidated Financial ~~Statements--January~~Statements--July 31, 2017	7-12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12-16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 5.	Other Information	18

Item 6.	Exhibits	19

SIGNATURES		20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)


	January 31, 2017			April 30, 2016			July 31, 2017			April 30, 2017
ASSETS
Current Assets
Cash and cash equivalents	$	163,216		$	174,463		$	175,597		$	176,978
Investments - certificates of deposit	56,750			25,750			54,750			51,750
Customer receivables, net	59,488			55,813			62,771			63,115
Inventories	41,268			39,319			44,477			42,859
Prepaid expenses and other	7,015			6,864			4,828			4,526
Total Current Assets	327,737			302,209			342,423			339,228

Property, plant and equipment, net	103,123			99,332			115,427			107,933
Investments - certificates of deposit	21,500			18,250			27,000			20,500
Promotional displays, net	6,903			5,377			5,780			5,745
Deferred income taxes	21,707			32,574			16,460			18,047
Other assets	9,389			8,618			10,119			9,820
TOTAL ASSETS	$	490,359		$	466,360		$	517,209		$	501,273

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable	$	32,901		$	35,011		$	40,902		$	41,312
Current maturities of long-term debt	1,577			1,574			1,691			1,598
Accrued compensation and related expenses	37,987			35,389			28,606			36,162
Accrued marketing expenses	10,934			8,075			9,458			8,655
Income taxes payable							6,293			—
Other accrued expenses	12,737			12,264			12,214			13,770
Total Current Liabilities	96,136			92,313			99,164			101,497

Long-term debt, less current maturities	24,463			22,145			16,211			15,279
Defined benefit pension liabilities	38,097			67,131			25,790			28,032
Other long-term liabilities	3,619			4,010			3,623			4,016

Shareholders' Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	—			—			—			—
Common stock, no par value; 40,000,000 shares authorized; issued and
outstanding shares: at January 31, 2017: 16,232,525;
at April 30, 2016: 16,244,041	167,836			163,290
outstanding shares: at July 31, 2017: 16,291,410;
at April 30, 2017: 16,232,775							171,365			168,835
Retained earnings	206,683			164,756			241,229			224,031
Accumulated other comprehensive loss -
Defined benefit pension plans	(46,475		)	(47,285		)	(40,173		)	(40,417		)
Total Shareholders' Equity	328,044			280,761			372,421			352,449
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	490,359		$	466,360		$	517,209		$	501,273

See notes to condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended
	January 31,						January 31,						July 31,
	2017			2016			2017			2016			2017			2016

Net sales	$	249,285		$	218,632		$	771,511		$	706,122		$	276,827		$	258,150
Cost of sales and distribution	197,689			174,034			604,446			555,299			218,333			198,833
Gross Profit	51,596			44,598			167,065			150,823			58,494			59,317

Selling and marketing expenses	18,519			16,674			52,128			49,176			18,153			16,463
General and administrative expenses	11,476			9,183			33,083			30,647			9,507			10,932
Operating Income	21,601			18,741			81,854			71,000			30,834			31,922

Interest expense	447			119			776			230			81			159
Other income	(619		)	(61		)	(1,085		)	(167		)	(619		)	(197		)
Income Before Income Taxes	21,773			18,683			82,163			70,937			31,372			31,960

Income tax expense	7,220			6,670			28,312			25,586			9,091			10,299

Net Income	$	14,553		$	12,013		$	53,851		$	45,351		$	22,281		$	21,661

Net Earnings Per Share

Weighted Average Shares Outstanding
Basic	16,241,670			16,294,889			16,267,333			16,252,876			16,271,788			16,264,380
Diluted	16,381,223			16,457,308			16,400,842			16,450,394			16,355,045			16,380,983

Net earnings per share
Basic	$	0.90		$	0.74		$	3.31		$	2.79		$	1.37		$	1.33
Diluted	$	0.89		$	0.73		$	3.28		$	2.76		$	1.36		$	1.32

See notes to condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended
	January 31,				January 31,				July 31,
	2017		2016		2017		2016		2017		2016

Net income	$	14,553	$	12,013	$	53,851	$	45,351	$	22,281	$	21,661

Other comprehensive income, net of tax:
Change in pension benefits, net of deferred taxes of $(173) and $(138), and $(518) and $(413), for the three and nine months ended January 31, 2017 and 2016, respectively	270		215		810		646
Change in pension benefits, net of deferred taxes of $(156) and $(173), respectively									244		270

Total Comprehensive Income	$	14,823	$	12,228	$	54,661	$	45,997	$	22,525	$	21,931

See notes to condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended						Three Months Ended
	January 31,						July 31,
	2017			2016			2017			2016
OPERATING ACTIVITIES
Net income	$	53,851		$	45,351		$	22,281		$	21,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,719			11,804			5,536			4,497
Net loss on disposal of property, plant and equipment	286			113			32			136
Stock-based compensation expense	2,477			2,651			945			846
Deferred income taxes	10,173			9,319			1,650			1,896
Pension contributions in excess of expense	(27,706		)	(4,803		)	(1,841		)	(1,159		)
Tax benefit from stock-based compensation	—			(4,760		)
Contributions of employer stock to employee benefit plan	2,926			1,761			3,554			2,926
Other non-cash items	(429		)	(995		)	(258		)	(152		)
Changes in operating assets and liabilities:
Customer receivables	(3,767		)	(3,261		)	406			(1,907		)
Inventories	(2,571		)	(2,635		)	(1,826		)	(720		)
Prepaid expenses and other assets	(1,983		)	(5,613		)	(1,260		)	617
Accounts payable	(2,110		)	(133		)	(410		)	3,910
Accrued compensation and related expenses	2,598			3,800			(7,556		)	(7,264		)
Income taxes payable	—			(1,791		)	6,293			7,198
Other accrued expenses	4,200			2,753			(976		)	462
Net Cash Provided by Operating Activities	51,664			53,561			26,570			32,947

INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(13,654		)	(25,167		)	(10,643		)	(4,227		)
Proceeds from sales of property, plant and equipment	37			96			2			9
Purchases of certificates of deposit	(57,250		)	(34,250		)	(17,250		)	(42,500		)
Maturities of certificates of deposit	23,000			29,250			7,750			7,500
Investment in promotional displays	(3,867		)	(3,608		)	(1,037		)	(1,353		)
Net Cash Used by Investing Activities	(51,734		)	(33,679		)	(21,178		)	(40,571		)

FINANCING ACTIVITIES
Payments of long-term debt	(1,290		)	(1,139		)	(455		)	(426		)
Proceeds from long-term debt	2,687			2,805			734			750
Proceeds from issuance of common stock	2,359			7,727			1,257			2,020
Repurchase of common stock	(13,407		)	(11,996		)	(5,562		)	(5,100		)
Notes receivable, net	208			(4,263		)	—			167
Withholding of employee taxes related to stock-based compensation	(1,734		)	(2,638		)	(2,747		)	(1,687		)
Tax benefit from stock-based compensation	—			4,760
Net Cash Used by Financing Activities	(11,177		)	(4,744		)	(6,773		)	(4,276		)

Net (Decrease) Increase in Cash and Cash Equivalents	(11,247		)	15,138
Net Decrease in Cash and Cash Equivalents							(1,381		)	(11,900		)

Cash and Cash Equivalents, Beginning of Period	174,463			149,541			176,978			174,463

Cash and Cash Equivalents, End of Period	$	163,216		$	164,679		$	175,597		$	162,563

See notes to condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine-month~~three-month period ended ~~January~~July 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, ~~2017.~~2018. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, ~~2016~~2017 filed with the U.S. Securities and Exchange Commission (“SEC”).

Note B--New Accounting Pronouncements -

In May 2014, the Financial Accounting Standards Board ~~(“FASB”)~~(FASB) issued Accounting Standards Update ~~(“ASU”)~~(ASU) No. 2014-09, “Revenue from Contracts with ~~Customers (Topic 606).~~Customers: Topic 606.” ASU 2014-09 supersedes the revenue recognition requirements in “Accounting Standard Codification 605 - Revenue Recognition” and most industry-specific guidance. The standard requires that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, ~~“Revenue~~"Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.”" ASU 2015-14 defers the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. The Company ~~is currently assessing~~does not expect the ~~impact~~adoption of ASU 2014-09 and ASU 2015-14 ~~will~~to have a material impact on ~~its financial position and~~ results of ~~operations.~~operations, cash flows and financial position. The Company is continuing to evaluate the impact of ASU 2014-09 primarily to determine the transition method to utilize at adoption and the additional disclosures required.

In February 2016, the FASB issued ASU No. 2016-02, ~~“Leases~~"Leases (Topic 842).~~” Among other things,~~" ASU 2016-02 requires lessees to recognize most leases on-balance sheet, which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes ~~“Topic~~"Topic 840 - Leases.”" ASU 2016-02 is effective for public companies for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method for all entities. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial ~~statements.~~statements, however, if at adoption the Company has similar obligations for leases as it had at July 31, 2017, the Company believes this guidance will not have a material impact on its results of operations, cash flows and financial position.

In March ~~2016,~~2017, the FASB issued ASU No. ~~2016-09, “Compensation - Stock Compensation~~2017-07, "Compensation—Retirement Benefits (Topic ~~718)~~715): ~~Improvements to Employee Shares-Based Payment Accounting.”~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." ASU 2016-09 is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. ASU 2016-09 changes several aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when2017-07 requires an employer ~~withholds shares~~to disaggregate the service cost component from the other components of net benefit (income) cost. The other components of net benefit (income) cost are required to be presented in the income statement separately from the service cost component and outside of operating income. The amendments also allow only the service cost component of net benefit (income) cost to be eligible for ~~tax-withholding purposes.~~capitalization. The amendments in this ASU ~~2016-09 is~~are effective for fiscal years beginning after December 15, ~~2016,~~2017. The amendments in this ASU should be applied (1) retrospectively for the presentation of the service cost component and ~~interim periods within those years~~the other components of net periodic pension (income) cost and net periodic postretirement benefit (income) cost on the income statement, and (2) prospectively, on and after the effective date, for ~~public companies.~~the capitalization of the service cost component of net periodic pension (income) cost and net periodic postretirement benefit (income) cost in assets. The Company ~~early adopted~~believes this ~~standard as of May 1, 2016. As~~guidance will not have a ~~result, during the first nine months of fiscal 2017, it recognized the excess tax benefit of $1.3 million as income tax expense~~material impact on the condensed consolidated statements of income (adopted prospectively). The adoption did not impact the existing classification of the awards. Excess tax benefits from stock based compensation is now classified in net income in the statement of cash flows instead of being separately stated in financing activities for the nine months ended January 31, 2017 (adopted prospectively). Additionally, the Company reclassified $2.6 million of employee withholding taxes paid from operating activities into financing activities in the statement of cash flows for the nine month period ended January 31, 2016, as required by ASU 2016-09 (adopted retrospectively). Following the adoption of the new standard, the Company elected to continue estimating the number of awards expected to be forfeited and adjust its ~~estimate on an ongoing basis.~~

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The Company retrospectively adopted this standard on April 30, 2016, which resulted in the reclassification of approximately $0.3 million of debt issuance costs from other assets to long-term debt as of April 30, 2016. Adoption of the new guidance did not impact the Company's shareholder's equity, results of operations, ~~or statements of~~ cash ~~flows.~~

flows and financial position.

Note C--Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:


	Three Months Ended				Nine Months Ended				Three Months Ended
	January 31,				January 31,				July 31,
(in thousands, except per share amounts)	2017		2016		2017		2016		2017		2016
Numerator used in basic and diluted net earnings
per common share:
Net income	$	14,553	$	12,013	$	53,851	$	45,351	$	22,281	$	21,661
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,242		16,295		16,267		16,253		16,272		16,264
Effect of dilutive securities:
Stock options and restricted stock units	140		162		134		198		83		117
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	16,381		16,457		16,401		16,450		16,355		16,381
Net earnings per share
Basic	$	0.90	$	0.74	$	3.31	$	2.79	$	1.37	$	1.33
Diluted	$	0.89	$	0.73	$	3.28	$	2.76	$	1.36	$	1.32

The Company repurchased a total of ~~38,318~~56,700 and ~~67,556~~72,400 shares of its common stock during the three-month periods ended ~~January 31, 2017 and 2016, respectively, and 178,118 and 176,343 shares of its common stock during the nine-month periods ended January~~July 31, 2017 and 2016, respectively. There were no potentially dilutive securities for the ~~three- and nine-month~~three-month periods ended ~~January~~July 31, 2017 and 2016, which were excluded from the calculation of net earnings per diluted share.

Note D--Stock-Based Compensation

The Company has various stock-based compensation plans. During the ~~quarter~~three-months ended ~~January~~July 31, 2017, ~~the Company did not grant any stock-based compensation awards to employees or non-employee directors. During the nine-months ended January 31, 2017, the Board of Directors of~~ the Company approved grants of ~~performance-based~~service-based restricted stock units ~~(RSUs) to key employees~~(“RSUs”) and ~~grants of service-based~~performance-based RSUs to key ~~employees and non-employee directors.~~employees. The employee performance-based RSUs totaled ~~36,058~~33,080 units and the employee ~~and non-employee director~~ service-based RSUs totaled ~~25,322~~17,840 units. The performance-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The service-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if they remain continuously employed with the Company ~~or on the Board,~~ until the units vest. All of the Company’s RSUs granted to employees cliff-vest three years from the grant date. ~~The service-based RSUs granted to non-employee directors vest daily through the end of a two-year vesting period as long as the recipient continuously remains a member of the Board.~~

For the ~~three- and nine-month~~three-month periods ended ~~January~~July 31, 2017 and 2016, stock-based compensation expense was allocated as follows:

Three Months Ended
January 31,
Nine Months Ended
January 31,
(in thousands) 2017
2016
2017
2016
Cost of sales and distribution $ 160
$ 139
$ 468
$ 438
Selling and marketing expenses 253
254
755
784
General and administrative expenses 414
463
1,254
1,429
Stock-based compensation expense $ 827
$ 856
$ 2,477
$ 2,651



	Three Months Ended July 31,
(in thousands)	2017		2016
Cost of sales and distribution	$	244	$	154
Selling and marketing expenses	246		257
General and administrative expenses	455		435
Stock-based compensation expense	$	945	$	846

During the ~~nine~~three months ended ~~January~~July 31, 2017, ~~the Board of Directors of~~ the Company also approved grants of ~~5,136~~4,496 cash-settled performance-based restricted stock tracking units ("RSTUs") and ~~2,804~~2,519 cash-settled service-based RSTUs for more junior level employees. Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of a share of the Company's common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of a share of the Company's common stock as of the payment date if they remain continuously employed with the Company until the units vest. All of the RSTUs cliff-vest three years from the grant date. Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as a liability until the date of payment. The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value. The Company recognized expense of ~~$95~~$225 thousand and ~~$94~~$51 thousand for the three-month periods ended ~~January~~July 31, 2017 and 2016, ~~respectively, and $298 thousand and $595 thousand for the nine-month periods ended January 31, 2017 and 2016, respectively, related to RSTUs.~~respectively. A liability for payment of the RSTUs is included in the Company's balance sheets in the amount of ~~$1.0~~$0.8 million and ~~$1.2~~$1.5 million as of ~~January~~July 31, 2017 and April 30, ~~2016,~~2017, respectively.

Note E--Customer Receivables

The components of customer receivables were:


	January 31,			April 30,			July 31,			April 30,
(in thousands)	2017			2016			2017			2017
Gross customer receivables	$	62,360		$	58,593		$	65,967		$	66,373
Less:
Allowance for doubtful accounts	(222		)	(171		)	(176		)	(148		)
Allowance for returns and discounts	(2,650		)	(2,609		)	(3,020		)	(3,110		)

Net customer receivables	$	59,488		$	55,813		$	62,771		$	63,115

Note F--Inventories

The components of inventories were:


	January 31,			April 30,			July 31,			April 30,
(in thousands)	2017			2016			2017			2017
Raw materials	$	19,577		$	17,634		$	20,195		$	18,230
Work-in-process	18,770			18,414			18,283			18,704
Finished goods	17,496			17,475			19,446			19,372

Total FIFO inventories	55,843			53,523			57,924			56,306

Reserve to adjust inventories to LIFO value	(14,575		)	(14,204		)	(13,447		)	(13,447		)

Total LIFO inventories	$	41,268		$	39,319		$	44,477		$	42,859

Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Since these items are estimated, interim results are subject to the final year-end LIFO inventory valuation.

Note G--Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability, which is included in other accrued expenses on the balance sheet:


	Nine Months Ended						Three Months Ended
	January 31,						July 31,
(in thousands)	2017			2016			2017			2016
Beginning balance at May 1	$	2,926		$	2,643		$	3,262		$	2,926
Accrual	13,460			11,668			5,144			4,420
Settlements	(13,376		)	(11,755		)	(4,880		)	(4,334		)

Ending balance at January 31	$	3,010		$	2,556
Ending balance at July 31							$	3,526		$	3,012

Note H--Cash Flow

Supplemental disclosures of cash flow information:


	Nine Months Ended				Three Months Ended
	January 31,				July 31,
(in thousands)	2017		2016		2017		2016
Cash paid during the period for:
Interest	$	435	$	359	$	93	$	144
Income taxes	$	19,966	$	23,186	$	1,123	$	357

Note I--Pension Benefits

Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salary defined-benefit pension plans.

Net periodic pension (benefit) cost consisted of the following for the ~~three- and nine-month~~three-month periods ended ~~January~~July 31, 2017 and 2016:


	Three Months Ended						Nine Months Ended						Three Months Ended
	January 31,						January 31,						July 31,
(in thousands)	2017			2016			2017			2016			2017			2016
Interest cost	$	1,443		$	1,754		$	4,329		$	5,260		$	1,432		$	1,443
Expected return on plan assets	(2,019		)	(2,036		)	(6,059		)	(6,106		)	(2,234		)	(2,020		)
Recognized net actuarial loss	442			353			1,328			1,059			400			443

Net periodic pension (benefit) cost	$	(134	)	$	71		$	(402	)	$	213		$	(402	)	$	(134	)

The Company expects to contribute a total of ~~$27.3~~$19.3 million to its pension plans in fiscal ~~2017,~~2018, which represents both required and discretionary funding. ~~As of January 31, 2017, all $27.3 million of contributions had been made.~~ On August ~~25, 2016,~~24, 2017, the Board of Directors of the Company approved up to ~~$20~~$13.6 million of discretionary funding which is included in the total expected contributions for the year. As of July 31, 2017, $1.4 million of contributions had been made. The Company made contributions of ~~$5.0~~$27.3 million to its pension plans in fiscal ~~2016.~~ 2017.

Note J--Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 investments include money market funds, mutual funds and certificates of deposit. The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company has no Level 2 assets or liabilities.

Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities.

The following table summarizes the fair values of assets that are recorded in the Company’s unaudited condensed consolidated financial statements as of ~~January~~July 31, 2017 and April 30, ~~2016~~2017 at fair value on a recurring basis (in thousands):


	Fair Value Measurements						Fair Value Measurements
	As of January 31, 2017						As of July 31, 2017
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
ASSETS:
Money market funds	$	50,081	$	—	$	—	$	50,243	$	—	$	—
Mutual funds	1,044		—		—		1,052		—		—
Certificates of deposit	78,250		—		—		81,750		—		—
Total assets at fair value	$	129,375	$	—	$	—	$	133,045	$	—	$	—

	As of April 30, 2016						As of April 30, 2017
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
ASSETS:
Money market funds	$	30,490	$	—	$	—	$	50,146	$	—	$	—
Mutual funds	998		—		—		1,038		—		—
Certificates of deposit	47,500		—		—		72,250		—		—
Total assets at fair value	$	78,988	$	—	$	—	$	123,434	$	—	$	—

Note K--Loans Payable and Long-Term Debt

The Company's outstanding indebtedness and other obligations to Wells Fargo Bank, N.A. are unsecured. Under the terms of its revolving credit facility, the Company must (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.5 to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants. The Company was in compliance with all covenants specified in the credit facility as of ~~January~~July 31, 2017, including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at ~~January~~July 31, 2017 was ~~0.5~~0.39 to 1.0; and (2) the Company's ratio of cash flow to fixed charges for its most recent four quarters was ~~4.7~~4.5 to 1.0.

Note L--Income Taxes

The Company’s effective income tax ~~rates~~rate for the ~~three- and nine-month periods~~three-month period ended ~~January~~July 31, 2017 ~~were 33.2% and 34.5%~~was 29.0%, ~~respectively,~~ compared with ~~35.7% and 36.1%~~32.2%, ~~respectively,~~ in the comparable ~~periods~~period of the prior fiscal year. The decrease in the effective tax rate for the ~~third~~first quarter of fiscal 2017 from the third quarter of fiscal 2016 was mostly caused by the reduction of the valuation allowance on state investment tax credit carryforwards of $0.4 million, net of federal impact. The effective tax rate for the first nine months of fiscal 20172018 as compared to the first ~~nine months~~quarter of fiscal ~~2016~~2017 was ~~favorably impacted by~~primarily due to a ~~$1.3~~benefit from stock-based compensation transactions. During the first quarters of fiscal 2018 and 2017, the Company recognized an excess tax benefit of $2.2 million ~~tax benefit~~and $0.9 million, respectively, related to the ~~early~~ adoption of ASU 2016-09, ~~the new~~ accounting guidance relating to stock-based ~~compensation and the reduction of the valuation allowance on state investment tax credit carryforwards of $0.4 million, net of federal impact.~~compensation.

Note M--Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consults with ~~independent~~outside counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of ~~January~~July 31, 2017.

Item 2.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes, both of which are included in Part I, Item 1 of this report. The Company’s critical accounting policies are included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2016.~~2017.

Forward-Looking Statements

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “would,” “plan,” “may,” “intend,” “estimate,” “prospect,” “goal,” “will,” “predict,” “potential” or other similar words. Forward-looking statements contained in this report, including elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:

general economic or business conditions and instability in the financial and credit markets, including their potential impact on the Company's (i) sales and operating costs and access to financing, and (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses;

the volatility in mortgage rates and unemployment rates;

slower growth in personal income and residential investment;

the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit;

economic weakness in a specific channel of distribution;

the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;

risks associated with domestic manufacturing operations and suppliers, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs, environmental compliance, possible import tariffs and remediation costs;

the need to respond to price or product initiatives launched by a competitor;

the ability to retain and motivate Company employees;

the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays; and

sales growth at a rate that outpaces the Company’s ability to install new manufacturing capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity.

Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report, including elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and also in the Company's most recent Annual Report on Form 10-K for the fiscal year ended April 30, ~~2016,~~2017, filed with the SEC, including under Item 1A, "Risk Factors," Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A, "Quantitative and Qualitative Disclosures about Market

Risk." While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.

Overview

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and home manufacturers, and through a network of independent dealers and distributors. At ~~January~~July 31, 2017, the Company operated nine manufacturing facilities and seven service centers across the country.

The three-month period ended ~~January~~July 31, 2017 was the Company’s ~~third~~first quarter of its fiscal year that ends on April 30, ~~2017~~2018 (“fiscal ~~2017”~~2018”). During the ~~third~~first quarter of fiscal ~~2017,~~2018, the Company continued to experience improving market conditions from the housing market downturn that began in 2007.

The Company’s remodeling-based business was impacted by the following trends during the ~~third~~first quarter of the Company’s fiscal ~~2017:~~2018:

Residential investment as a percentage of gross domestic product as tracked by the U.S. Department of Commerce for the fourth calendar quarter of 2016 remained unchanged at 3.6% from the same period in the prior year;

The median price per existing home sold ~~improved~~rose during the ~~fourth~~second calendar quarter of ~~2016~~2017 compared to the same period one year ago by ~~5.8%~~6.5% according to data provided by the National Association of Realtors, and existing home sales increased ~~7.6%~~1.6% during the ~~fourth~~second calendar quarter of ~~2016~~2017 compared to the same period in the prior year;

The unemployment rate improved to ~~4.8%~~4.3% as of ~~January~~July 2017 compared to 4.9% as of ~~January~~July 2016 according to data provided by the U.S. Department of Labor;

Mortgage interest rates remained low with a thirty-year fixed mortgage rate of approximately ~~4.15%~~3.97% in ~~January~~July 2017, an increase of approximately 2853 basis points compared to the same period in the prior year, according to Freddie Mac; and

Consumer sentiment as tracked by Thomson Reuters/University of Michigan improved from ~~92.0~~90.0 in ~~January~~July 2016 to ~~98.5~~93.4 in ~~January~~July 2017.

The Company believes there is no single indicator that directly correlates with cabinet remodeling market activity. For this reason, the Company considers other factors in addition to those discussed above as indicators of overall market activity including credit availability, housing affordability and sales reported by the Kitchen Cabinet Manufacturers Association (“KCMA”), a trade organization that issues the aggregate sales that have been reported by its members including the largest cabinet manufacturers in the United States. Based on the totality of factors listed above, the Company believes that the cabinet remodeling market increased in the low single digits during the ~~third~~first quarter of fiscal ~~2017.~~2018.

The Company’s largest remodeling customers and competitors continued to utilize sales promotions in the Company’s product category to boost sales and some competitors accelerated their promotional activity. These promotions consisted of free products and/or cash discounts to consumers based upon the amount or type of cabinets they purchased. The Company strives to maintain its promotional levels in line with market activity, with a goal of remaining competitive. The Company experienced promotional levels during the ~~third~~first quarter of fiscal ~~2017~~2018 that were higher than those experienced in the same period of the prior year.

The Company’s remodeling sales increased ~~4% during the third quarter and decreased~~ 1% during the first ~~nine months~~quarter of fiscal ~~2017~~2018 compared with the same prior-year ~~periods.~~period. Our Waypoint brand, which serves the dealer channel, represented approximately ~~10%~~11% of our overall sales and grew by ~~23% during the third quarter and 15%~~20% during the first ~~nine months of fiscal 2017, respectively,~~quarter when compared to the comparable prior-year period. Management believes that the Company has improved market share within the dealer channel while it has ~~maintained~~lost share within big box retailers.

Regarding new construction markets, the Company believes that fluctuations in single-family housing starts are the best indicator of cabinet activity. Assuming a sixty to ninety day lag between housing starts and the installation of cabinetry, single-family housing starts rose approximately ~~10.4%~~9% during the ~~third~~first quarter of the Company’s fiscal ~~2017~~2018 over the comparable prior year period.

Sales in the new construction channel increased ~~23%~~12% in the ~~third~~first quarter ~~and 19% during the first nine months~~ of fiscal ~~2017~~2018 when compared with the same ~~periods~~period of fiscal ~~2016.~~2017. The Company believes it continued to over index the market both due to share penetration with our builder partners as well as the health of the markets where we concentrate our business.

The Company’s total net sales rose ~~14% during the third quarter and 9%~~ 7% during the first ~~nine months of~~ quarter fiscal ~~2017~~2018 compared to the same prior-year ~~periods,~~period, which management believes was driven primarily by a rise in overall market activity.

As of ~~January~~July 31, 2017, the Company had total net deferred tax assets of ~~$21.7~~$16.5 million, down from ~~$32.6~~$18.0 million at April 30, ~~2016.~~2017. The reduction in total net deferred tax assets from April 30, ~~2016~~2017 to ~~January~~July 31, 2017 is primarily due to ~~a reduction in our pension liabilities~~stock based compensation transactions over that time period. The Company regularly considers the need for a valuation allowance against its deferred tax assets. Deferred tax assets are reduced by a valuation allowance when, after considering all positive and negative evidence, it is determined that it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company has recorded a valuation allowance related to deferred tax assets for certain state investment tax credit (“ITC”) carryforwards. These credits expire in various years beginning in fiscal 2020. The Company believes based on positive evidence of the housing industry improvement along with four consecutive years of profitability that the Company will more likely than not realize all other remaining deferred tax assets.

The Company earned net income of ~~$14.6~~$22.3 million for the ~~third~~first quarter of fiscal ~~2017,~~2018, compared with ~~$12.0~~$21.7 million in the ~~third~~first quarter of its prior fiscal ~~year, and earned net income of $53.9 million for the first nine months of fiscal 2017, compared with $45.4 million in the same period of the prior~~ year.

Results of Operations


	Three Months Ended						Nine Months Ended						Three Months Ended
	January 31,						January 31,						July 31,
(in thousands)	2017		2016		Percent Change		2017		2016		Percent Change		2017		2016		Percent Change

Net sales	$	249,285	$	218,632	14	%	$	771,511	$	706,122	9	%	$	276,827	$	258,150	7	%
Gross profit	51,596		44,598		16		167,065		150,823		11		58,494		59,317		(1	)
Selling and marketing expenses	18,519		16,674		11		52,128		49,176		6		18,153		16,463		10
General and administrative expenses	11,476		9,183		25		33,083		30,647		8		9,507		10,932		(13	)

Net Sales. Net sales were ~~$249.3~~$276.8 million for the ~~third~~first quarter of fiscal ~~2017,~~2018, an increase of ~~14%~~7% compared with the ~~third~~first quarter of fiscal ~~2016. For the first nine months of fiscal 2017, net sales were $771.5 million, reflecting a 9% increase compared with the same period of fiscal 2016.~~2017. Overall unit volume for the ~~three- and nine-month periods~~three-month period ended ~~January~~July 31, 2017 improved by ~~14% and 8%~~6%, ~~respectively. Average~~while average revenue per unit ~~was flat during the three-month period and~~ increased 1% during the ~~nine-month~~three-month period ~~ended January 31, 2017,~~ driven by improvements in the Company’s sales mix.

Gross Profit. Gross profit margin for the ~~third~~first quarter of fiscal ~~2017~~2018 was ~~20.7%~~21.1%, compared with ~~20.4%~~23.0% for the same period of fiscal ~~2016. Gross profit margin was 21.7% for the first nine months of fiscal 2017, compared with 21.4% in the first nine months of fiscal 2016.~~2017. Gross profit in the ~~third~~current quarter was ~~favorably~~unfavorably impacted by higher ~~sales volume~~transportation costs, raw material inflation and ~~improved operating efficiency. Gross profit for the first nine months of the current fiscal~~higher healthcare costs. The prior year ~~was favorably impacted by higher sales volume, lower labor benefit costs and improved operating efficiency.~~quarter benefited from unusually low healthcare costs.

Selling and Marketing Expenses. Selling and marketing expenses were ~~7.4%~~6.6% of net sales in the ~~third~~first quarter of fiscal ~~2017,~~2018, compared with ~~7.6%~~6.4% of net sales for the same period in fiscal ~~2016. For the first nine months of fiscal 2017, selling and marketing expenses were 6.8% of net sales, compared with 7.0% of net sales for the same period of fiscal 2016.~~2017. Selling and marketing expenses as a percentage of net sales ~~decreased~~slightly increased during the ~~third~~first quarter of fiscal ~~2017 through expense management and lower commissions, which were partially offset by higher~~2018 as a result of timing of new product launch ~~costs. The decrease in selling~~costs and ~~marketing expenses as a percentage of net sales during the first nine months of fiscal 2017 is due to favorable leverage through expense management.~~higher customer display costs.

General and Administrative Expenses. General and administrative expenses were ~~4.6%~~3.4% of net sales in the ~~third~~first quarter of fiscal ~~2017,~~2018, compared with 4.2% of net sales in the ~~third~~first quarter of fiscal ~~2016, and 4.3% of net sales in the first nine months of fiscal 2017 and 2016.~~2017. The ~~increase~~decrease in general and administrative expenses as a percentage of net sales during the ~~third~~first quarter of fiscal ~~2017 is due to non-recurring lease exit and other~~2018 was driven by favorable leverage from increased sales, lower incentive compensation costs and ~~higher pay for performance compensation costs.~~ongoing expense controls.

Effective Income Tax Rates. The Company’s effective income tax rate for the ~~three- and nine-month periods~~three-month period ended ~~January~~July 31, 2017 was ~~33.2% and 34.5%, respectively,~~29.0% compared with ~~35.7 and 36.1%, respectively,~~32.2% in the comparable period of the prior fiscal year. The decrease in the effective tax rate for the ~~third~~first quarter of fiscal 2017 from the third quarter of fiscal 2016 was mostly caused by the reduction of the valuation allowance on state investment tax credit carryforwards of $0.4 million, net of federal impact. The effective tax rate for the first nine months of fiscal 20172018 as compared to the first ~~nine months~~quarter of fiscal ~~2016~~2017 was ~~favorably impacted by~~primarily due to a ~~$1.3~~benefit from stock-based compensation transactions. During the first quarters of fiscal 2018 and 2017, the Company recognized an excess tax benefit of $2.2 million ~~tax benefit~~and $0.9 million, respectively, related to the ~~early~~ adoption of ASU 2016-09, ~~the new~~ accounting guidance relating to stock-based ~~compensation and the reduction of the valuation allowance on state investment tax credit carryforwards of $0.4 million, net of federal impact.~~compensation.

Outlook. The Company believes that the average price of existing home sales will continue to increase driven by growth in both employment and ~~growth in~~ new household ~~formation.~~formations. In this environment, the Company expects the cabinet remodeling market will show modest improvement during the remainder of fiscal ~~2017~~2018 but overall activity will continue to be below historical averages. Within the cabinet remodeling market, the Company expects independent dealers to outperform other channels of

distribution primarily due to their more affluent customer base. ~~As a result, the Company expects its remodeling sales for the remainder of fiscal 2017 to exceed the market rate.~~ The Company expects its market share in the home center channel will return to ~~remain at~~ normalized levels for the remainder of fiscal ~~2017,~~2018, however this is heavily dependent upon competitive promotional activity. The Company also expects to continue to increase market share in the dealer channel. This combination is expected to result in remodeling sales growth that exceeds the market rate.

The Company expects that single-family housing starts and in turn, new construction cabinet sales, will grow approximately 8-10% during the remainder of its fiscal year ~~2017,~~2018, and that the Company’s new construction sales growth will continue to exceed this level for the remainder of its current fiscal year, but at a lower rate than fiscal ~~2016,~~2017, as comparable prior year sales levels become more ~~challenging.~~challenging to exceed.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents totaled ~~$163.2~~$175.6 million at ~~January~~July 31, 2017, representing ~~an $11.2~~a $1.4 million decrease from its April 30, ~~2016~~2017 levels. At ~~January~~July 31, 2017, total long-term debt (including current maturities) was ~~$26.0~~$17.9 million, an increase of ~~$2.3~~$1.0 million from its balance at April 30, ~~2016.~~2017. The Company’s ratio of long-term debt to total capital was ~~6.9%~~4.2% at ~~January~~both July 31, 2017 ~~compared with 7.3% at~~and April 30, ~~2016.~~2017.

The Company’s main ~~sources~~source of liquidity ~~are~~is its ~~existing~~ cash and cash equivalents on hand and cash generated from its operating activities. The Company can borrow up to $35 million under its revolving credit facility with Wells Fargo Bank, N.A. (“Wells Fargo”)~~. At January~~, which expires on December 31, ~~2017, $10 million of loans and $4.5 million of letters of credit were outstanding under the~~2018. This facility ~~and the Company~~ had ~~additional~~an available borrowing base ~~availability~~ of ~~$25.0 million.~~$35 million at July 31, 2017.

The Company's outstanding indebtedness and other obligations to Wells Fargo are unsecured. Under the terms of its revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.5 to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants. The Company was in compliance with all covenants specified in the credit facility as of ~~January~~July 31, 2017, including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at ~~January~~July 31, 2017 was ~~0.5~~0.39 to 1.0; and (2) cash flow to fixed charges for its most recent four quarters was ~~4.7~~4.5 to 1.0.

The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common shares as long as the Company is in compliance with these covenants.

Cash provided by operating activities in the first ~~nine~~three months of fiscal ~~2017~~2018 was ~~$51.7~~$26.6 million, compared with ~~$53.6~~$32.9 million in the comparable period of fiscal ~~2016.~~2017. The decrease in the Company’s cash from operating activities was driven primarily by higher ~~discretionary contributions~~inventories to ~~the Company's pension plans, which was partially offset by higher operating profitability.~~support increased sales and lower increases in accounts payable.

The Company’s investing activities primarily consist of purchases and maturities of certificates of deposit, investment in property, plant and equipment and promotional displays. Net cash used for investing activities was ~~$51.7~~$21.2 million in the first ~~nine~~three months of fiscal ~~2017,~~2018, compared with ~~$33.7~~$40.6 million in the comparable period of fiscal ~~2016.~~2017. The ~~increase~~decrease in cash used was ~~driven by~~due to a ~~$29.2~~$25.3 million ~~increased~~reduced investment in certificates of deposit which was partially offset by ~~an $11.5 million decrease in outflows for~~increased investment in property, plant and equipment.

During the first ~~nine~~three months of fiscal ~~2017,~~2018, net cash used by financing activities was ~~$11.2~~$6.8 million, compared with ~~$4.7~~$4.3 million in the comparable period of the prior fiscal year. The increase in cash used was driven by the Company’s ~~receipt~~repurchase of ~~$2.4~~

56,700 shares of common stock at a cost of $5.6 million, ~~during~~a $0.5 million increase from the ~~current fiscal~~prior year, a decrease in proceeds from ~~employees’~~the exercise of stock options ~~compared~~of $0.8 million and an increase in withholding of employee taxes related to ~~$7.7 million in the same period~~stock-based compensation of ~~the prior year, as well as stock repurchases of $13.4 million during the first nine months of fiscal 2017 compared to $12.0 million in the same period of the prior year.~~ $1.1 million.

~~On November 20, 2014, the~~Under a stock repurchase authorization approved by its Board of Directors ~~of the Company authorized repurchases of up to $25 million of the Company's common shares. On~~on November 19, 2015, the ~~Board of Directors of the~~ Company was authorized ~~an additional stock repurchase program of~~to purchase up to $20 million of the Company's common shares. ~~This authorization is in addition to the stock repurchase program authorized on November 20, 2014.~~ On November 30, 2016, the Board of Directors authorized an additional stock repurchase program of up to $50 million of the Company's common shares. This authorization is in addition to the stock repurchase program authorized on November 19, ~~2015 and November 20, 2014.~~2015. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the Company’s revolving credit facility, and other factors management deems relevant. At ~~January~~July 31, 2017, ~~$65.0~~$59.4 million remained authorized by the Company’s Board of Directors to repurchase the Company’s common shares. The Company purchased a total of ~~178,118~~56,700 common shares, for an aggregate purchase price of ~~$13.4~~

$5.6 million, during the first ~~nine~~three months of fiscal ~~2017,~~2018, under the authorizations. See Part II. Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" for further information on share repurchases.

On August ~~25, 2016,~~24, 2017, the Board of Directors of the Company approved up to ~~$20~~$13.6 million of discretionary funding to reduce its defined benefit pension liabilities. At January 31, 2017, all of the discretionary funding authorized by the Company's Board of Directors to reduce its defined benefit pension liabilities had been contributed. The Company made aggregate contributions of $27.3 million to its pension plans during the first nine months of fiscal 2017, including the $20.0 million of discretionary funding during the first nine months of fiscal 2017.

On November 30, 2016 the Board of Directors of the Company approved the construction of a new corporate headquarters in Winchester, Virginia. The new space will consolidate employees that currently occupy four buildings in Winchester, Virginia and Frederick County, Virginia, in early calendar 2018. It is expected that the new building will be self-funded for approximately $30 ~~million.~~million, of which $6.6 million has been spent through July 31, 2017. During the first three months of fiscal 2018, approximately $3.6 million in costs were incurred related to the new company headquarters.

Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal ~~2017.~~2018.

Seasonal and Inflationary Factors

The Company’s business has historically been subject to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

Critical Accounting Policies

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to the Company’s critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2016.~~2017.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Since the end of the fiscal year ended April 30, ~~2016,~~2017, the Company has had no material exposure to changes in interest rates for its debt agreements.

The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks. See “Seasonal and Inflationary Factors” in Management’s Discussion and Analysis of Financial Condition and Results of Operations above for additional information regarding the effects inflation and commodity price fluctuations have on the costs of the Company’s products.

Item 4. Controls and Procedures

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of ~~January~~July 31, 2017. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective. In addition, there has been no change in the Company's internal control over financial reporting that occurred during the quarter ended ~~January~~July 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the Company’s business. The Company is not party to any material litigation that does not constitute ordinary, routine litigation incidental to its business.

Item 1A. Risk Factors

Risk factors that may affect the Company’s business, results of operations and financial condition are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2016~~2017 and there have been no material changes from the risk factors disclosed. Additional risks are discussed elsewhere in this report, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Forward-Looking Statements” and “Outlook.”

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

The following table details share repurchases made by the Company during the ~~third~~first quarter of fiscal ~~2017:~~2018:

Share Repurchases

Total Number of Shares Purchased Average Price Paid Total Number of Shares Purchased as Part of Publicly Announced Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)

(1) Per Share Programs (1)
November 1 - 30, 2016 19,454
$ 77.10
19,454
$ 66,464
December 1 - 31, 2016 18,864
$ 77.58
18,864
$ 65,000
January 1 - 31, 2017 —
$ —
—
$ 65,000
Quarter ended January 31, 2017 38,318
$ 77.34
38,318
$ 65,000



	Share Repurchases
	Total Number of Shares Purchased	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
	(1)	Per Share		Programs	(1)
May 1 - 31, 2017	—	$	—	—	$	65,000
June 1 - 30, 2017	—	$	—	—	$	65,000
July 1 - 31, 2017	56,700	$	98.07	56,700	$	59,400
Quarter ended July 31, 2017	56,700	$	98.07	56,700	$	59,400

(1) ~~On November 20, 2014, the~~Under a stock repurchase authorization approved by its Board of Directors ~~of the Company authorized a repurchase of up to $25 million of the Company's common shares. On~~on November 19, 2015, the ~~Board of Directors of the~~ Company was authorized ~~an additional stock repurchase program of~~to purchase up to $20 million of the Company's common shares. ~~This authorization is in addition to the stock repurchase program authorized on November 20, 2014.~~ On November 30, 2016, the Board of Directors ~~of the Company~~ authorized an additional stock repurchase program of up to $50 million of the Company's common shares. This authorization is in addition to the stock repurchase ~~programs~~program authorized on November 19, ~~2015 and November 20, 2014.~~2015. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the ~~Company's~~Company’s revolving credit facility, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management expects to fund any share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares. In the ~~third~~first quarter of fiscal ~~2017,~~2018, the Company repurchased ~~38,318~~56,700 common shares for an aggregate purchase price of ~~$3.0~~$5.6 million, under the authorization, pursuant to a repurchase plan intended to comply with the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as

~~amended, which expired December 31, 2016.~~ amended. At ~~January~~July 31, 2017, ~~$65.0~~$59.4 million remained authorized by the Company's Board of Directors to repurchase the Company's common shares.

Item 5. Other Information

Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of American Woodmark Corporation held on August 24, 2017, the holders of 15,226,710 of the 16,305,346 shares of the Company's common stock outstanding voted on one or more matters either in person at the meeting or by duly executed and delivered proxies. The shareholders approved the four items outlined in the Company's Proxy Statement that was sent to shareholders and filed with the SEC in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.

The following items were approved at the Company's Annual Meeting:



	Votes	Votes	Broker
	"FOR"	"WITHHELD"	"NON-VOTES"

1. Election of the Board of Directors:
Andrew B. Cogan	12,323,609	2,165,072	738,029
James G. Davis, Jr.	12,964,557	1,524,124	738,029
S. Cary Dunston	13,855,894	632,787	738,029
Martha M. Hayes	14,160,126	328,555	738,029
Daniel T. Hendrix	13,484,679	1,004,002	738,029
Carol B. Moerdyk	14,023,427	465,254	738,029
David W. Moon	14,359,369	129,312	738,029
Vance W. Tang	14,363,937	124,744	738,029

	Votes	Votes	Votes	Broker
	"FOR"	"AGAINST"	"ABSTAINED"	"NON-VOTES"

2. Ratification of Selection of Independent Registered Public Accounting Firm	14,771,304	432,805	22,601	—
3. Advisory Vote to Approve Executive Compensation	14,039,605	225,241	223,835	738,029

Votes for

Votes

Broker

"1 YEAR"

"2 YEARS"

"3 YEARS"

"ABSTAINED"

"NON-VOTES"

4. Advisory Vote of Frequency of Future Advisory Votes on Approve Executive Compensation

9,934,787

89,151

4,412,856

51,887

738,029

Consistent with a majority of the advisory votes cast and the recommendation of the Company's Board of Directors, the Company will include in its proxy materials annually a shareholder advisory vote on the compensation of its named executive officers until the next vote on the frequency of such advisory votes.

Bylaw amendment

Effective August 24, 2017, the Board of Directors of the Company approved an amendment to Article II, Section 2 of the Company's Bylaws. The amendment decreases the number of directors of the Company from nine to eight. The full text of the Bylaws of the Company, marked to show the change, is attached as Exhibit 3.2 to this report and is incorporated in response to this Item by reference thereto.

Item 6. Exhibits



Exhibit Number	Description

3.1 (a)	Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).

3.1 (b)	Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).

3.2	Bylaws – as amended and restated August ~~25, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended July 31, 2016; Commission File No. 000-14798)~~24, 2017 (Filed Herewith).

4.1	The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).

10.1 (a)	Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)

10.1 (b)	Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)

10.1 (c)	Form of Grant Letter used in connection with awards of cultural-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished Herewith).

101	Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~January~~July 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).

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.

AMERICAN WOODMARK CORPORATION

(Registrant)



	/s/M. Scott Culbreth
	M. Scott Culbreth
	Senior Vice President and Chief Financial Officer

	Date: ~~February 28,~~August 30, 2017
	Signing on behalf of the registrant and
	as principal financial and accounting officer

EXHIBIT INDEX



Exhibit Number	Description

3.1 (a)	Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).

3.1 (b)	Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).

3.2	Bylaws – as amended and restated August ~~25, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended July 31, 2016; Commission File No. 000-14798)~~24, 2017 (Filed Herewith).

4.1	The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).

10.1 (a)	Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)

10.1 (b)	Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)

10.1 (c)	Form of Grant Letter used in connection with awards of cultural-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished Herewith).

101	Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~January~~July 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).



	Three Months Ended January 31,				Nine Months Ended January 31,
(in thousands)	2017		2016		2017		2016
Cost of sales and distribution	$	160	$	139	$	468	$	438
Selling and marketing expenses	253		254		755		784
General and administrative expenses	414		463		1,254		1,429
Stock-based compensation expense	$	827	$	856	$	2,477	$	2,651