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): October 29, 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.)

2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania	17603
(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 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2012, Armstrong World Industries, Inc. (the “Company”) issued a press release announcing its third quarter 2012 consolidated financial results. The full text of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 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 (the “Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On October 29, 2012, the Company issued a press release announcing that it will report its third quarter 2012 consolidated financial results via a webcast and conference call on Wednesday, October 31, 2012 at 10:00 a.m. EDT which can be accessed through the “For Investors” section of the Company’s website, www.armstrong.com. The full text of the press release is attached hereto as Exhibit 99.2. During this report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of 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 Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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 October 29, 2012

No. 99.2     Press Release of Armstrong World Industries, Inc. dated October 29, 2012

No. 99.3     Earnings Call Presentation Third Quarter 2012 dated October 31, 2012

2

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: October 29, 2012

3

EX-99.1

Exhibit 99.1

Armstrong World Industries Reports Third Quarter 2012 Results

Highlights for the Third Quarter of 2012

• Operating Income from continuing operations of $108.6 million, up 19.2% over the 2011 period

• Adjusted EBITDA from continuing operations of $135 million, representing strongest earnings quarter since emergence from bankruptcy

• Announced divestiture of Cabinets and Patriot wood flooring distribution businesses

• Full year 2012 guidance lowered on divestitures and market outlook

LANCASTER, Pa., October 29, 2012 —Armstrong World Industries, Inc. (NYSE: AWI), a global leader in the design and manufacture of floors and ceilings, today reported third quarter 2012 results.

Third Quarter Results from continuing operations

(Amounts in millions except per share data)	Three Months Ended September 30,
	2012		2011		Change
Net sales	$	694.7	$	734.2		(5.4	)%
Operating income		108.6		91.1		19.2	%
Net income		74.0		51.6		43.4	%
Diluted earnings per share	$	1.24	$	0.88		40.9	%

Consolidated net sales decreased approximately $40 million, or 5%, compared to the prior year period. Excluding approximately $24 million of unfavorable foreign exchange impact for the quarter, sales declined approximately 2% compared to the prior year period. On a consolidated level, improvements in mix and price were unable to offset volume declines.

Operating income and net income both increased in spite of lower sales volumes, primarily due to cost reduction actions taken under the company’s cost savings program, which resulted in lower manufacturing and core SG&A expenses when compared to the same period last year. Net income and diluted earnings per share also benefitted from a lower effective tax rate.

“I’m pleased to announce we delivered adjusted EBITDA for the third quarter of $135 million, up 11% over the prior year, in spite of continued volume declines,” said Matt Espe, CEO. “This was our strongest earnings quarter since emergence and is a testament to the focused execution of our employees at reducing costs and maximizing productivity. We continue to see challenging conditions in many of our end markets and will remain focused on growing share through innovation and organic expansion in this uncertain operating environment.”

Additional (non-GAAP*) Financial Metrics from continuing operations

(Amounts in millions except per share data)	Three Months Ended September 30,
	2012		2011		Change
Adjusted operating income	$	110	$	95		15	%
Adjusted net income		58		50		15	%
Adjusted diluted earnings per share	$	0.97	$	0.85		14	%
Free cash flow	$	78	$	73		6	%

(Amounts in millions)	Three Months Ended September  30,
	2012			2011			Change
Adjusted EBITDA
Building Products	$	94		$	86			10	%
Resilient Flooring		34			22			54	%
Wood Flooring		16			20			(19	)%
Unallocated Corporate		(9	)		(7	)		(34	)%
Consolidated Adjusted EBITDA	$	135		$	121			11	%

* The Company uses the above non-GAAP adjusted measures, as well as other non-GAAP measures mentioned below, in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods. Adjusted operating income, adjusted EBITDA, adjusted net income, and adjusted EPS exclude the impact of foreign exchange, restructuring charges and related costs, impairments, and certain other nonrecurring gains and losses. Free cash flow is defined as cash from operations and dividends received from the WAVE joint venture, less expenditures for property and equipment, less restricted cash, and is adjusted to remove the impact of cash used or proceeds received for acquisitions and divestitures. The company believes free cash flow is useful because it provides insight into the amount of cash that the Company has available for discretionary uses, after expenditures for capital commitments and adjustments for acquisitions/divestitures. Adjusted figures are reconciled to the most comparable GAAP measures in tables at the end of this release.

In spite of sales declining 2% on a constant foreign exchange basis, adjusted operating income and EBITDA improved by 15% and 11%, respectively, in the third quarter of 2012 when compared to the prior year period. The improvements were driven primarily by reductions in manufacturing costs and SG&A expenses, coupled with the impact of better pricing. Adjusted net income and earnings per share also benefited from a reduction in the adjusted effective tax rate from 42% to 40%. The increase in free cash flow over the prior year was driven by improvements in working capital, and higher cash earnings which were partially attributable to lower cash taxes, more than offsetting higher capital expenditures and interest payments.

Third Quarter Segment Highlights

Building Products

	Three Months Ended September 30,
	2012		2011		Change
Total segment net sales	$	325.9	$	336.0		(3.0	)%
Operating income	$	81.1	$	72.4		12.0	%

Net sales declined on unfavorable foreign exchange impact of approximately $13 million. Excluding the impact of foreign exchange, sales for the third quarter of 2012 increased approximately 1% when compared to the prior year as improvements in mix and price were able to offset volume declines in the North American commercial business, particularly in sectors tied to public spending. Operating income improved as reductions in manufacturing costs and favorable pricing offset volume declines.

Resilient Flooring

	Three Months Ended September 30,
	2012		2011		Change
Total segment net sales	$	246.4	$	271.0		(9.1	)%
Operating income	$	25.3	$	10.6		Favorable

Net sales declined as lower volumes and unfavorable foreign exchange impact of approximately $11 million more than offset improvements in mix and price. The company continued to experience volume declines in its European flooring business, but the rate of decline slowed in the third quarter when compared to the rate of decline experienced in the first half of 2012. Volumes in North America were negatively impacted by continued softness in commercial sectors tied to public spending and lower sales in the home center channel. Operating income improved for the third quarter as volume declines were more than offset by reductions in SG&A expenses and manufacturing costs, and improvements in price and mix. Operating income in the third quarter of 2011 included approximately $5 million of severance, impairment and restructuring related costs in Europe.

Wood Flooring

	Three Months Ended September 30,
	2012		2011		Change
Total segment net sales	$	122.4	$	127.2		(3.8	)%
Operating income	$	13.5	$	17.4		(22.4	)%

Net sales declined in the third quarter of 2012 as improved volumes only partially offset lower price and mix. Increased sales to the builder channel contributed positively to volumes, but drove less favorable mix. Overall volumes improved, in spite of lower sales in the home center channel and lower sales as a result of the divestiture of the Patriot distribution business, which occurred in the third quarter of 2012.

Operating income decreased in the third quarter of 2012 as higher volumes and reduced manufacturing costs and SG&A expenses were more than offset by unfavorable mix and lower price as renovation activity remained soft.

Corporate

Unallocated corporate expense of $11.3 million increased from $9.3 million in the prior year, more than entirely due to a $3.5 million lower pension credit, which more than offset reductions in core SG&A expenses.

Year to Date Results from continuing operations

(Amounts in millions except per share data)	Nine Months Ended September 30,
	2012		2011		Change
Net sales (as reported)	$	2,006.1	$	2,100.1		(4.5	)%
Operating income (as reported)		228.9		215.9		6.0	%
Adjusted EBITDA		328		321		2	%
Free cash flow		64		80		(20	)%

Consolidated net sales for the first nine months of 2012 decreased $94 million, or 4.5%, compared to the prior year period. Excluding approximately $44 million of unfavorable foreign exchange impact, sales declined approximately 2% compared to the prior year period. On a consolidated level, improvements in price and mix were unable to offset volume declines.

The improvement in operating income and adjusted EBITDA for the first nine months of 2012 was driven primarily by reductions in manufacturing and SG&A expenses and improvements in price, which more than offset the impact of lower volumes. For the first nine months of 2012, as reported operating income was negatively impacted by approximately $26 million of charges primarily associated with the closure of the Mobile, AL building products facility, as well as headcount reductions in European Building Products. For the first nine months of 2011, as reported operating income was negatively impacted by approximately $31 million of charges primarily associated with the closure of the Beaver Falls, PA building products facility and severance and restructuring related costs in European Flooring.

The reduction in free cash flow was driven by higher capital expenditures and less improvement in working capital as the company initiated working capital improvement plans last year which drove one-time gains. These more than offset increased cash earnings, which were partially attributable to lower cash taxes and higher dividends from the WAVE joint venture.

Discontinued Operations

In September 2012, the Company announced an agreement to sell its Cabinets business to American Industrial Partners. The transaction, which is subject to customary closing conditions and working capital adjustments, is expected to be completed in the fourth quarter of 2012. The financial results of the cabinets business, which have previously been shown as a separate reporting segment, have been reclassified as discontinued operations for all periods presented.

Cabinets net sales for the third quarter and first nine months of 2012 were $35.4 million and $102.0 million, respectively, compared to $39.5 million and $107.4 million for the same periods in 2011. The loss per share from discontinued operations, which includes $17.5 million of impairment charges booked during the third quarter of 2012 related to the expected sale, was ($0.19) and ($0.21) for the third quarter and first nine months of 2012, respectively, compared to earnings per share of $0.01 and $0.01 for the same periods in 2011.

Market Outlook and 2012 Guidance

“We continue to execute on our strategic priorities as evidenced by the divestiture of our Cabinets and Patriot flooring distribution businesses, both of which were non-core businesses for Armstrong,” said Tom Mangas, Senior Vice President and CFO. “As a result of these divestitures and continued softness in residential repair and remodel activity, we are lowering our outlook for the balance of the year.”

Management is lowering full year sales and EBITDA guidance and now expects sales to be in the $2.60 to $2.65 billion range and adjusted EBITDA to be in the $385 to $415 million range. 2012 adjusted EPS is expected to be $2.35 to $2.65 per diluted share and free cash flow is anticipated to be between $50 and $80 million.

For the fourth quarter of 2012, sales are expected to be between $585 and $635 million and adjusted EBITDA to be in the range of $60 to $90 million. Additional forward looking non-GAAP metrics are available on our web site at http://www.armstrong.com/ under the Investor Relations tab.

Earnings Webcast

Management will host a live Internet broadcast, the timing of which will be determined and communicated via a press release, during which third quarter and year to date results will be discussed. This event will be broadcast live on the Company’s Web site. To access the call and accompanying slide presentation, go to www.armstrong.com and click “For Investors”. The replay of this event will also be available on the Company’s Web site for up to one year after the date of the call.

Uncertainties Affecting Forward-Looking Statements

Disclosures in this release, including without limitation, those relating to future financial results guidance, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” and other words or phrases of similar meaning in connection with any discussion of the completion of the sale of our Cabinets business, or future operating or financial performance. 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 and Additional Information

More details on the Company’s financial performance can be found in its quarterly report on Form 10-Q for the quarter ended September 30, 2012 that will be filed with the SEC today.

Armstrong World Industries, Inc. is a global leader in the design and manufacture of floors and ceilings. In 2011, Armstrong’s consolidated net sales from continuing operations totaled approximately $2.7 billion. As of September 30, 2012, Armstrong operated 33 plants in eight countries and had approximately 9,200 employees worldwide, inclusive of 1 manufacturing plant and approximately 750 employees associated with our cabinets business, which is expected to be sold during the fourth quarter of 2012. For more information, visit http://www.armstrong.com/.

As Reported Financial Highlights

FINANCIAL HIGHLIGHTS

Armstrong World Industries, Inc. and Subsidiaries

(amounts in millions, except for per-share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Sales	$	694.7		$	734.2		$	2,006.1		$	2,100.1
Costs of goods sold		507.8			545.1			1,508.6			1,577.9
Selling, general and administrative expenses		94.0			112.7			312.6			342.7
Restructuring charges, net		(0.2	)		0.7			—			8.0
Equity (earnings) from joint venture		(15.5	)		(15.4	)		(44.0	)		(44.4	)
Operating income		108.6			91.1			228.9			215.9
Interest expense		14.1			11.3			39.7			37.6
Other non-operating expense		0.2			0.1			0.5			1.2
Other non-operating (income)		(0.6	)		(1.7	)		(2.1	)		(3.1	)
Earnings from continuing operations before income taxes		94.9			81.4			190.8			180.2
Income tax expense		20.9			29.8			55.6			77.2
Net income from continuing operations	$	74.0		$	51.6		$	135.2		$	103.0
(Loss) income from discontinued operations, net of tax (benefit) expense of ($6.6), $0.8, ($7.2) and $0.8		(11.1	)		0.9			(12.3	)		0.9
Net (loss) income from discontinued operations		(11.1	)		0.9			(12.3	)		0.9
Net earnings	$	62.9		$	52.5		$	122.9		$	103.9
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		10.4			(13.3	)		7.1			2.1
Derivative (loss)		(2.9	)		(4.7	)		(7.2	)		(7.1	)
Pension and postretirement adjustments		2.7			2.8			7.6			9.3
Total other comprehensive income (loss)		10.2			(15.2	)		7.5			4.3
Total comprehensive income	$	73.1		$	37.3		$	130.4		$	108.2
Earnings per share of common stock, continuing operations
Basic	$	1.25		$	0.88		$	2.28		$	1.76
Diluted	$	1.24		$	0.88		$	2.26		$	1.74
(Loss) income per share of common stock, discontinued operations
Basic		($0.19	)	$	0.01			($0.21	)	$	0.01
Diluted		($0.19	)	$	0.01			($0.21	)	$	0.01
Net earnings per share of common stock:
Basic	$	1.06		$	0.89		$	2.07		$	1.77
Diluted	$	1.05		$	0.89		$	2.05		$	1.75
Average number of common shares outstanding
Basic		58.9			58.4			58.8			58.3
Diluted		59.4			58.8			59.4			58.8
Dividends declared per common share	$	—		$	—		$	8.55		$	—

Segment Results

Armstrong World Industries, Inc. and Subsidiaries

(amounts in millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Sales
Building Products	$	325.9		$	336.0		$	926.1		$	947.9
Resilient Flooring		246.4			271.0			727.2			780.4
Wood Flooring		122.4			127.2			352.8			371.8
Total net sales	$	694.7		$	734.2		$	2,006.1		$	2,100.1
Operating Income (loss)
Building Products	$	81.1		$	72.4		$	177.9		$	191.0
Resilient Flooring		25.3			10.6			57.9			20.6
Wood Flooring		13.5			17.4			29.8			34.3
Unallocated Corporate (expense)		(11.3	)		(9.3	)		(36.7	)		(30.0	)
Total Operating Income	$	108.6		$	91.1		$	228.9		$	215.9

Selected Balance Sheet Information

(amounts in millions)

	(Unaudited) September 30,  2012		December 31, 2011
Assets
Current assets	$	1,050.2	$	1,209.3
Property, plant and equipment, net		937.6		887.9
Other noncurrent assets		897.4		897.5
Total assets	$	2,885.2	$	2,994.7
Liabilities and shareholders’ equity
Current liabilities	$	404.7	$	386.2
Noncurrent liabilities		1,707.8		1,478.3
Equity		772.7		1,130.2
Total liabilities and shareholders’ equity	$	2,885.2	$	2,994.7

Selected Cash Flow Information⁽¹⁾

(amounts in millions)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
Net income	$	122.9		$	103.9
Other adjustments to reconcile net income to net cash provided by operating activities		65.1			91.6
Changes in operating assets and liabilities, net		(47.2	)		(65.6	)
Net cash provided by operating activities		140.8			129.9
Net cash (used for) investing activities		(61.4	)		(42.4	)
Net cash (used for) financing activities		(262.7	)		(32.2	)
Effect of exchange rate changes on cash and cash equivalents		1.3			5.8
Net (decrease) increase in cash and cash equivalents		(182.0	)		61.1
Cash and cash equivalents, beginning of period		480.6			315.8
Cash and cash equivalents, end of period	$	298.6		$	376.9

⁽¹⁾  Cash flow information includes cash flows attributable to Cabinets.

Supplemental Reconciliations of GAAP to non-GAAP Results (unaudited)

(Amounts in millions, except per share data)

To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (GAAP), the Company provides additional measures of performance adjusted to exclude the impact of foreign exchange, restructuring charges and related costs, impairments, and certain other gains and losses. The Company uses these adjusted performance measures in managing the business, including communications with its Board of Directors and employees, and believes that they provide users of this financial information with meaningful comparisons of operating performance between current results and results in prior periods. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance, as well as prospects for its future performance. A reconciliation of these adjustments to the most directly comparable GAAP measures is included in this release and on the Company’s website. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

	Three Months Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	135		$	121		$	328		$	321
D&A/Fx*		(25	)		(26	)		(74	)		(77	)
Operating Income, Adjusted	$	110		$	95		$	254		$	244
Cost reduction initiatives expenses		1			3			20			21
Restructuring		—			1			—			8
Impairment		—			2			5			2
Foreign exchange impact		—			(2	)		—			(3	)
Operating Income, Reported	$	109		$	91		$	229		$	216

* Excludes accelerated depreciation associated with cost reduction initiatives reflected below. Actual D&A as reported is $25.4 million for the three months ended September 30, 2012, $27.0 million for the three months ended September 30, 2011, $85.7 million for the nine months ended September 30, 2012, and $88.8 million for the nine months ended September 30, 2011.

BUILDING PRODUCTS

	Three Months Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	94		$	86		$	239		$	240
D&A/Fx		(13	)		(13	)		(39	)		(38	)
Operating Income, Adjusted	$	81		$	73		$	200		$	202
Cost reduction initiatives expenses		—			1			18			11
Restructuring		—			—			—			2
Impairment		—			—			5			—
Foreign exchange impact		—			—			(1	)		(2	)
Operating Income, Reported	$	81		$	72		$	178		$	191

RESILIENT FLOORING

	Three Months Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	34		$	22		$	81		$	61
D&A/Fx		(7	)		(7	)		(21	)		(22	)
Operating Income, Adjusted	$	27		$	15		$	60		$	39
Cost reduction initiatives expenses		1			2			2			10
Restructuring		—			1			—			6
Impairment		—			2			—			2
Foreign exchange impact		1			(1	)		—			—
Operating Income, Reported	$	25		$	11		$	58		$	21

WOOD FLOORING

	Three Months Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	16		$	20		$	37		$	41
D&A/Fx		(3	)		(3	)		(7	)		(8	)
Operating Income, Adjusted	$	13		$	17		$	30		$	33
Cost reduction initiatives (income)		—			—			—			(1	)
Foreign exchange impact		(1	)		—			—			—
Operating Income, Reported	$	14		$	17		$	30		$	34

UNALLOCATED CORPORATE

	Three Months Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA		($9	)		($7	)		($29	)		($21	)
D&A/Fx		(2	)		(3	)		(7	)		(9	)
Operating (Loss), Adjusted		($11	)		($10	)		($36	)		($30	)
Cost reduction initiatives expenses		—			—			—			1
Foreign exchange impact		—			(1	)		1			(1	)
Operating (Loss), Reported		($11	)		($9	)		($37	)		($30	)

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

	Three Months Ended September 30,										Nine Months Ended September 30,
	2012					2011					2012					2011
	Total			Per Share		Total			Per Share		Total			Per Share		Total			Per Share
Adjusted EBITDA	$	135				$	121				$	328				$	321
D&A as reported		(25	)				(27	)				(86	)				(89	)
Accelerated Deprecation/Fx		—					1					12					12
Operating Income, Adjusted	$	110				$	95				$	254				$	244
Other non-operating (expense)		(14	)				(9	)				(39	)				(36	)
Earnings Before Taxes, Adjusted		96					86					215					208
Adjusted tax (expense) @ 40% for 2012 and 42% for 2011		(38	)				(36	)				(86	)				(87	)
Net Earnings, Adjusted	$	58		$	0.97	$	50		$	0.85	$	129		$	2.17	$	121		$	2.05
Pre-tax adjustment items		(1	)				(4	)				(25	)				(28	)
Reversal of adjusted tax expense @ 40% for 2012 and 42% for 2011		38					36					86					87
Ordinary tax		(30	)				(30	)				(61	)				(68	)
Unbenefitted foreign losses		(2	)				—					(8	)				(7	)
Foreign tax credits		14					—					16					—
Tax adjustment items		(3	)				—					(2	)				(2	)
Net Earnings, Reported	$	74		$	1.24	$	52		$	0.88	$	135		$	2.26	$	103		$	1.74

CASH FLOW (1)	Three Months  Ended September 30,						Nine Months  Ended September 30,
	2012			2011			2012			2011
Net Cash From Operations	$	112		$	98		$	141		$	130
Less: net cash (used for) investing		(20	)		(20	)		(61	)		(42	)
Add back (subtract) adjustments to reconcile to free cash flow
Restricted Cash		—			(5	)		(2	)		(8	)
Acquisition (Divestiture)		(14	)		—			(14	)		—
Free Cash Flow	$	78		$	73		$	64		$	80

⁽¹⁾  Cash flow information includes cash flows attributable to Cabinets.

EX-99.2

Exhibit 99.2

Armstrong World Industries to Report

Third-Quarter 2012 Results October 31

LANCASTER, Pa., October 29, 2012 – Armstrong World Industries, Inc. (NYSE: AWI) will report its third-quarter 2012 results via a webcast and conference call for investors on Wednesday, October 31 at 10:00 a.m. Eastern time.

Conference call / webcast information and the accompanying slide presentation will be available on the Investor Relations page of www.armstrong.com.

To participate by telephone, please dial:

• (800) 706-7741 (U.S./Canada)

• (617) 614-3471 (International)

• Participant Passcode: 60519055

News media may listen only.

A replay of the conference call will be available until November 7, 2012 by dialing (888) 286-8010 (US/Canada) or (617) 801-6888 (Int’l/Local) and entering Replay Passcode: 18270000. A replay of the call will also be available via webcast on the Investor Relations page of www.armstrong.com for up to one year after the date of the call.

# # #

Contacts

Investors: Tom Waters, tjwaters@armstrong.com or (717) 396-6354

Media: Jennifer Johnson, jenniferjohnson@armstrong.com or (866) 321-6677

About Armstrong and Additional Information

Armstrong World Industries, Inc. is a global leader in the design and manufacture of floors and ceilings. In 2011, Armstrong’s consolidated net sales from continuing operations totaled approximately $2.7 billion. As of September 30, 2012, Armstrong operated 33 plants in eight countries and had approximately 9,200 employees worldwide, inclusive of 1 manufacturing plant and approximately 750 employees associated with our cabinets business, which is expected to be sold during the fourth quarter of 2012. For more information, visit http://www.armstrong.com/.

EX-99.3

Exhibit 99.3

Earnings Call Presentation 3rd Quarter 2012 October 31, 2012

Safe Harbor Statement Our disclosures in this presentation, including without limitation, those relating to future financial results guidance, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Those statements provide our future expectations or forecasts and can be identified by our use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "outlook," and other words or phrases of similar meaning in connection with any discussion of the completion of the sale of our cabinets business, or future operating or financial performance. 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 may affect our ability to achieve the projected performance 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 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. In addition, we will be referring to non-GAAP financial measures within the meaning of SEC Regulation G. A reconciliation of the differences between these measures with the most directly comparable financial measures calculated in accordance with GAAP are included within this presentation and available on the Investor Relations page of our website at www.armstrong.com. The guidance in this presentation is only effective as of the date given, October 31, 2012, and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance. 2

All figures throughout the presentation are in $ millions unless otherwise noted. Figures may not add due to rounding. Basis of Presentation Explanation When reporting our financial results within this presentation, we make several adjustments. Management uses the non-GAAP measures below in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods. As reported results will be footnoted throughout the presentation. 3 We report in comparable dollars to remove the effects of currency translation on the P&L. The budgeted exchange rate for the current year is used for all currency translations in the current year and prior years. We remove the impact of discrete expenses and income. Examples include plant closures, restructuring actions, and other large unusual items. Taxes for normalized Net Income and EPS are calculated using a constant 40% for 2012 and 42% for 2011, which are based on the full year historical tax rate. In September 2012, we entered into a definitive agreement to sell the Cabinets business and expect the sale to close in the fourth quarter of 2012. The financial results of the Cabinets business, which were previously shown as a separate reporting segment, have been reclassified and presented as discontinued operations. The financial results included within this presentation, including historical results, are presented on a continuing operations basis unless specifically noted otherwise. Comparable Dollars Other Adjustments Net Sales Yes No Gross Profit Yes Yes SG&A Expense Yes Yes Equity Earnings Yes Yes Operating Income Yes Yes Net Income Yes Yes Cash Flow No No Return on Capital Yes Yes EBITDA Yes Yes What Items Are Adjusted

Cabinets Announced sale in Q3 2012 Proceeds of $27 million to be received later in the fourth quarter Treated as discontinued operation starting with Q3 2012 10-Q isolates current and past results of Cabinets segment Patriot Completed sale in Q3 2012 Results included in the Wood Flooring segment 4 Divested Businesses Impact on 2012 Guidance Q3 Q4 2012 Net Sales $35 - $40M $30 - $35M $135-$145M EBITDA ~$5M Impact on Guidance and Y-o-Y Comparisons Q3 2012 Q4 2012 2012 1H 2013 Q3 2013 2013 Net Sales $3-$4M $7 - $8M $10 - $12M $18 - $20M $6 -$7M $24-$27M EBITDA -- Minimal -- -- Minimal -- -- Minimal -- -- Minimal -- -- Minimal -- -- Minimal --

As reported Net Sales: $695 million in 2012 and $734 million in 2011 As reported Operating Income: $109 million in 2012 and $91 million in 2011 As reported EPS: $1.24 in 2012 and $0.88 in 2011 Cash flow information includes cash flows attributable to Cabinets Unadjusted Key Metrics - Third Quarter 2012 2012 2011 Variance Net Sales (1) $698 $714 (2.2)% Operating Income (2) 110 95 15.3% % of Sales 15.8% 13.4% 240 bps EBITDA 135 121 11.1% % of Sales 19.3% 17.0% 230 bps Earnings Per Share (3) $0.97 $0.85 14.2% Free Cash Flow (4) 78 73 5.7% Net Debt 784 467 317 ROIC(5) 9.5% 5.2% 430 bps 5

2012 2011 V EBITDA- Adjusted $135 $121 $14 Depreciation and Amortization (25) (26) 1 Operating Income - Adjusted $110 $95 $15 Foreign Exchange Movements - 2 (2) Cost Reduction Initiatives (1) (3) 2 Impairments - (2) 2 Restructuring - (1) 1 Operating Income - As Reported $109 $91 $18 Interest (Expense) (14) (10) (4) EBT $95 $81 $14 Tax (Expense) (21) (29) 8 Net Income $74 $52 $22 Third Quarter 2012 vs. PY- Adjusted EBITDA to Reported Net Income 6

Third Quarter Sales and EBITDA by Segment - 2012 vs. PY 7

($12) EBITDA Bridge - Third Quarter 2012 vs. Prior Year 8 $3 $13 $12 $0 $121 $135

Free Cash Flow - Third Quarter 2012 vs. Prior Year 9 $14 $8 ($6) ($4) $0 ($7) Cash flow information includes cash flows attributable to Cabinets

As reported Net Sales: $2,006 million in 2012 and $2,100 million in 2011. As reported Operating Income: $229 million in 2012 and $216 million in 2011 As reported EPS: $2.26 in 2012 and $1.74 in 2011. Cash flow information includes cash flows attributable to Cabinets Unadjusted 2012 Actual 2011 Actual Variance Net Sales (1) $2,002 $2,052 (2.4)% Operating Income (2) 254 244 4.0% % of Sales 12.7% 11.9% 80 bps EBITDA 328 321 2.0% % of Sales 16.4% 15.7% 70 bps Earnings Per Share (3) $2.17 $2.05 5.7% Free Cash Flow (4) 64 80 (19.8)% Net Debt 784 467 317 ROIC(5) 9.5% 5.2% 430 bps Key Metrics - September YTD 2012 10

September YTD Sales and EBITDA by Segment - 2012 vs. 2011 11

($41) EBITDA Bridge - September YTD 2012 vs. Prior Year 12

Free Cash Flow - September YTD 2012 vs. Prior Year 13 ($15) ($5) ($34) $11 ($2) $29 Cash flow information includes cash flows attributable to Cabinets

Cost Savings Program Cost Savings Program 14 Incremental Savings ($M) Total Cumulative Savings $35M $150M $200M $20 $15 $65 $50 $40 Structural Manufacturing and Productivity Improvements Cumulative savings of $200 million achieved from manufacturing and SG&A. Cost Out Program Evolution 2010 - program introduced with $150M goal Mid 2011 - increased to $165M goal Year end 2011 - increased to $185M goal Mid 2012 - increased to $200M goal $10 SG&A Savings

2012 Estimate Range 2012 Estimate Range 2012 Estimate Range 2011 Variance Variance Variance Net Sales(1) 2,600 to 2,650 2,723 (5)% to (3)% Operating Income(2) 285 to 315 273 4% to 15% EBITDA 385 to 415 375 3% to 11% Earnings Per Share(3) $2.35 to $2.65 $2.23 5% to 19% Free Cash Flow 50 to 80 170 (71)% to (53)% Net sales include foreign exchange impact As reported Operating Income: $250- $280 million in 2012 and $240 million 2011 As reported earnings per share: $2.40- $2.70 in 2012 and $1.91 in 2011 Key Metrics - Guidance 2012 15

2012 Financial Outlook $10 - $20 million increase Adjusted Gross Margin +50 to +100 bps vs. 2011 $12 million; 60% manufacturing, 40% SG&A Flat vs. 2011 $10 - $20 million. Adjusted ETR of ~40% Sales(1) $585 - $635 million EBITDA $60 - $90 million $210 - $230 million $10 - $15 million associated with already announced actions Raw Material & Energy Inflation * Manufacturing Productivity U.S. Pension Credit Earnings from WAVE Cash Taxes/ETR Q4 Capital Spending* Exclusions from EBITDA 16 * Changed from July Outlook (1) Net sales include foreign exchange impact

Appendix 17

2012 2011 V EBITDA- Adjusted $328 $321 $7 Depreciation and Amortization (74) (77) 3 Operating Income - Adjusted $254 $244 $10 Foreign Exchange Movements - 3 (3) Cost Reduction Initiatives (10) (12) 2 Accelerated Depreciation and Impairments (not included above) (10) (9) (1) Impairment (5) (2) (3) Restructuring - (8) 8 Operating Income - As Reported $229 $216 $13 Interest (Expense) Income (38) (36) (2) EBT $191 $180 $11 Tax (Expense) Benefit (56) (77) 21 Net Income $135 $103 $32 September YTD 2012 - Adjusted EBITDA to Reported Net Income 18

2012 Estimate Range 2012 Estimate Range 2012 Estimate Range Adjusted Operating Income 285 to 315 D&A 100 100 100 Adjusted EBITDA 385 to 415 Changes in Working Capital 5 to (15) Capex (210) to (230) Pension Credit (12) (12) (12) Interest Expense (50) to (55) Cash Taxes (10) to (20) Other, including cash payments for restructuring and one-time items (25) (25) (25) Free Cash Flow 50 to 80 Adjusted Operating Income to Free Cash Flow 19

Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter 2012 Reported Comparability(1) Adjustments FX(2) Adj 2012 Adjusted 2011 Reported Comparability(1) Adjustments FX(2) Adj 2011 Adjusted 2011 Adjusted Net Sales 695 - 3 698 734 - (20) 714 714 Operating Income 109 1 - 110 91 6 (2) 95 95 EPS $1.24 ($0.27) $- $0.97 $0.88 ($0.02) ($ 0.01) $0.85 $0.85 YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD 2012 Reported Comparability(1) Adjustments FX(2) Adj 2012 Adjusted 2011 Reported Comparability(1) Adjustments FX(2) Adj FX(2) Adj 2011 Adjusted Net Sales 2,006 - (4) 2,002 2,100 - (48) (48) 2,052 Operating Income 229 25 - 254 216 31 (3) (3) 244 EPS $2.26 ($0.09) - $2.17 $1.74 $0.34 ($0.03) ($0.03) $2.05 See earnings press release and 10-Q for additional detail on comparability adjustments Eliminates impact of foreign exchange movements Consolidated Results 20

Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter Third Quarter 2012 Reported Comparability(1) Adjustments 2012 Adjusted 2011 Reported Comparability(1) Adjustments 2011 Adjusted Building Products 81 - 81 72 1 73 Resilient Flooring 25 2 27 11 4 15 Wood Flooring 14 (1) 13 17 - 17 Unallocated Corporate (Expense) Income (11) - (11) (9) (1) (10) YTD YTD YTD YTD YTD YTD YTD 2012 Reported Comparability(1) Adjustments 2012 Adjusted 2011 Reported Comparability(1) Adjustments 2011 Adjusted Building Products 178 22 200 191 11 202 Resilient Flooring 58 2 60 21 18 39 Wood Flooring 30 - 30 34 (1) 33 Unallocated Corporate (Expense) Income (37) 1 (36) (30) - (30) Segment Operating Income (Loss) 21 Eliminates impact of foreign exchange movements and non-recurring items; see earnings press release and 10-Q for additional detail.

Third Quarter Third Quarter YTD YTD ($ millions) 2012 2011 2012 2011 Net cash from operations 112 98 141 130 Net cash (used for) investing (20) (20) (61) (42) Add back (subtract) adjustments to reconcile to free cash flow Restricted cash - (5) (2) (8) Acquisition/ (Divestiture) (14) - (14) - Free Cash Flow 78 73 64 80 Cash Flow 22 Cash flow information includes cash flows attributable to Cabinets