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Business And Basis Of Presentation
9 Months Ended
Sep. 30, 2014
Business And Basis Of Presentation [Abstract]  
Business And Basis Of Presentation

NOTE 1.  BUSINESS AND BASIS OF PRESENTATION 

Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. When we refer to "we," "our" and "us" in these notes, we are referring to AWI and its subsidiaries.  We use the term “AWI” when we are referring solely to Armstrong World Industries, Inc. 

 

In December 2000, AWI filed a voluntary petition for relief (the “Filing”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to use the court-supervised reorganization process to achieve a resolution of AWI’s asbestos-related liability.  On October 2, 2006, AWI’s court-approved plan of reorganization became effective and AWI emerged from Chapter 11.  All claims in AWI’s Chapter 11 case have been resolved and closed.   

 

On October 2, 2006,  the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (the “Asbestos PI Trust”) was created to address AWI’s personal injury (including wrongful death) asbestos-related liability.  All present and future asbestos-related personal injury claims against AWI, including contribution claims of co-defendants but excluding certain foreign claims against subsidiaries, arising directly or indirectly out of AWI’s pre-Filing use of, or other activities involving, asbestos are channeled to the Asbestos PI Trust. 

 

In August 2009, Armor TPG Holdings LLC (“TPG”) and the Asbestos PI Trust entered into agreements pursuant to which TPG purchased from the Asbestos PI Trust 7,000,000 shares of our common stock and acquired an economic interest in an additional 1,039,777 shares pursuant to a forward sales contract.  During the fourth quarter of 2012, the Asbestos PI Trust and TPG together sold 5,980,000 shares in a secondary public offering.  In the third quarter of 2013, the Asbestos PI Trust and TPG together sold 12,057,382 shares in another secondary public offering.  Contemporaneously with this secondary public offering, we paid $261.4 million, including associated fees, to buy back 5,057,382 shares, which we currently hold in treasury.  The treasury share purchase was funded by existing cash and borrowings under our credit and securitization facilities.  In November 2013, the Asbestos PI Trust physically settled the 2009 forward sales contract by delivering to TPG the 1,039,777 shares in which TPG previously held an economic interest.  Additionally, during the fourth quarter of 2013, the Asbestos PI Trust and TPG together sold an additional 6,000,000 shares.  In March 2014, the Asbestos PI Trust and TPG together sold an additional 3,900,000 shares, which consisted of the last remaining 2,054,977 shares owned by TPG and an additional 1,845,023 shares owned by the Asbestos PI Trust. We did not sell any shares and did not receive any proceeds from these offerings.  As a result of these transactions the Asbestos PI Trust currently holds 17.4% of our outstanding shares and TPG no longer owns any of our common stock. 

 

In September 2012, we entered into a definitive agreement to sell our cabinets business for $27.0 million.  The sale was completed in October 2012.  The transaction was subject to working capital adjustments which were completed in the second quarter of 2013.  The financial results related to the cabinets business, which were previously shown as a separate reporting segment, are recorded as discontinued operations for all periods presented.  See Note 3 to the Condensed Consolidated Financial Statements for additional financial information related to discontinued operations. 

 

The accounting policies used in preparing the Condensed Consolidated Financial Statements in this Form 10-Q are the same as those used in preparing the Consolidated Financial Statements for the year ended December 31, 2013.  These statements should therefore be read in conjunction with the Consolidated Financial Statements and notes that are included in the Form 10-K for the fiscal year ended December 31, 2013.  In the opinion of management, all adjustments of a normal recurring nature have been included to provide a fair statement of the results for the reporting periods presented.  Quarterly results are not necessarily indicative of annual earnings, primarily due to the different level of sales in each quarter of the year and the possibility of changes in general economic conditions. 

 

The September 30, 2013 Condensed Consolidated Statement of Cash Flows has been revised to reflect a change between receivables and accounts payable and accrued expenses.  Certain other amounts in the prior year’s Condensed Consolidated Financial Statements have been recast to conform to the 2014 presentation.

 

These Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).  The statements include management estimates and judgments, where appropriate.  Management utilizes estimates to record many items including certain asset values, allowances for bad debts, inventory obsolescence and lower of cost or market charges, warranty reserves, workers’ compensation, general liability and environmental claims and income taxes.  When preparing an estimate, management determines the amount based upon the consideration of relevant information.  Management may confer with outside parties, including outside counsel.  Actual results may differ from these estimates. 

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” which is part of Accounting Standards Codification (“ASC”) 205: Presentation of Financial Statements and ASC 360: Property, Plant and Equipment.  The amendments in this guidance change the requirements for reporting discontinued operations.  Under the new guidance a disposal of a component of an entity or a group of components is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.  The guidance is effective prospectively for disposals that occur within annual periods beginning on or after December 15, 2014.  We do not expect a material impact to our financial condition, results of operations or cash flows from the adoption of this guidance.

 

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers”.  The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer.  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective, January 1, 2017.  Early application is not permitted, but the standard permits the use of either the retrospective or cumulative effect transition method.  We have not selected a transition method and are currently evaluating the impact this guidance will have on our financial condition, results of operations and cash flows.

 

In June 2014, the FASB issued ASU 2014-12 “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” which is part of ASC 718: Compensation-Stock Compensation.  The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award.  The guidance is effective for annual periods beginning after December 15, 2015.  The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter.  We do not expect a material impact on our financial condition, results of operation or cash flows from the adoption of this guidance.

 

In February 2013, the FASB issued ASU 2013-04 “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” which is part of ASC 405: Liabilities.  The guidance requires an entity to measure obligations resulting from joint and several liability arrangements, within the scope of this ASU, as the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors.  The guidance requires an entity to disclose the nature and amount of the obligation. The guidance is to be applied retrospectively and was effective for us beginning January 1, 2014.  There was no impact on our financial condition, results of operations or cash flows as a result of the adoption of this guidance.  

 

In July 2013, the FASB issued ASU 2013-11 “Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which is part of ASC 740: Income Taxes.  The guidance requires an entity to present an unrecognized tax benefit and a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward on a net basis as part of a deferred tax asset, unless the unrecognized tax benefit is not available to reduce the deferred tax asset component or would not be utilized for that purpose, then a liability would be recognized.  The guidance was applied prospectively and was effective for us beginning January 1, 2014.  As a result of adopting this guidance, we recorded a reduction to non-current income taxes payable and a corresponding increase to non-current deferred tax liabilities of $40.0 million.  There was no impact on results of operations or cash flows as a result of the adoption of this guidance.

 

Operating results for the third quarter and first nine months of 2014 and 2013 included in this report are unaudited.  However, these Condensed Consolidated Financial Statements have been reviewed by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States) for a limited review of interim financial information.