8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2012

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
P.O. Box 3001, Lancaster, Pennsylvania		17604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

NA

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On September 26, 2012, Armstrong World Industries, Inc. issued a press release announcing that it had entered into a definitive agreement to sell its cabinets business to American Industrial Partners for $27 million. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Section 8 – Other Events

Item 8.01 Other Events.

On September 26, 2012, Armstrong World Industries, Inc. announced that it had entered into a definitive agreement to sell its cabinets business to American Industrial Partners for $27 million.

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Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. 99.1 Press Release of Armstrong World Industries, Inc. dated September 26, 2012

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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 hereunto duly authorized.

ARMSTRONG WORLD INDUSTRIES, INC.
By:	/s/ Mark A. Hershey
	Mark A. Hershey
	Senior Vice President, General Counsel and Secretary

Date: September 27, 2012

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EX-99.1

Exhibit 99.1

Armstrong World Industries announces Agreement to Sell its Cabinets business

LANCASTER, PA, September 26, 2012 – Armstrong World Industries, Inc. (NYSE: AWI) has entered into a definitive agreement to sell its cabinets business (“ACP”) to American Industrial Partners (“AIP”) for $27 million. ACP is headquartered in The Colony, TX, and has a manufacturing facility in Thompsontown, PA. ACP had sales of $136 million in 2011 and has approximately 750 employees. The transaction, which is subject to customary closing conditions and working capital adjustments, is expected to be completed in the fourth quarter of 2012.

“Exiting our cabinets business supports our business strategy to focus on our core businesses – flooring and ceilings – around the world.” said Armstrong CEO Matt Espe. “We are working closely with AIP to ensure a smooth transition for our employees, customers and suppliers.”

Starting in the third quarter of 2012, the cabinets business will be classified as a Discontinued Operation. Therefore, we expect sales from continuing operations in the third quarter will exclude approximately $40 million of sales from the cabinets segment. Profitability and cash flow from continuing operations will be largely unaffected.

SunTrust Robinson Humphrey acted as the exclusive financial advisor to AWI in the sale of ACP.

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Contacts:

Investor Relations: Tom Waters, 717-396-6354

Media Relations: Jennifer Johnson, 1 (866) 321-6677 (US media)

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our expectations regarding the sale of our cabinets business. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). Forward- looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.

About Armstrong

Armstrong World Industries, Inc. is a global leader in the design and manufacture of floors, ceilings and cabinets. In 2011, Armstrong’s consolidated net sales totaled approximately $2.9 billion. As of June 30, 2012, Armstrong operated 33 plants in eight countries and had approximately 9,300 employees worldwide. For more information, visit http://www.armstrong.com/.

About AIP

American Industrial Partners was founded in 1989 and is an operationally oriented middle-market private equity firm that makes control investments in North American-based industrial businesses serving domestic and global markets.