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, 2015

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, 2015, Armstrong World Industries, Inc. (the “Company”) issued a press release announcing its third quarter 2015 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, 2015, the Company issued a press release announcing that it will report its third quarter 2015 consolidated financial results via a webcast and conference call on Thursday, October 29, 2015 at 11:00 a.m. Eastern Time which can be accessed through the “For Investors” section of the Company’s website, www.armstrong.com. During this report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K 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, 2015
No. 99.2	Earnings Call Presentation Third Quarter 2015 dated October 29, 2015

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 Chief Compliance Officer

Date: October 29, 2015

3

EX-99.1

Exhibit 99.1

Armstrong World Industries

Reports Third Quarter 2015 Results

Key Highlights

• Third quarter operating income from continuing operations of $79.7 million, down 7% over the 2014 period impacted by separation costs and higher non-cash U.S. Pension expense

• Third quarter adjusted EBITDA from continuing operations of $128 million, up 5% over the 2014 period as results benefited from favorable input costs

• Worldwide Building Products delivered a record EBITDA quarter up 6% over the prior year

LANCASTER, Pa., October 29, 2015—Armstrong World Industries, Inc. (NYSE: AWI), a global leader in the design and manufacture of floors and ceilings systems, today reported third quarter 2015 results.

Third Quarter Results from continuing operations

(Amounts in millions except per share data)	Three Months Ended September 30,
	2015		2014		Change
Net sales	$	658.5	$	678.9		(3.0	%)
Operating income		79.7		85.8		(7.1	%)
Net income		30.3		46.7		(35.1	%)
Diluted earnings per share	$	0.54	$	0.84		(35.7	%)

Excluding the unfavorable impact from foreign exchange of $29 million, consolidated net sales increased 1.3% compared to the prior year period driven by higher volumes and favorable price and mix performance.

Operating income declined compared to the prior year period driven by increased SG&A expense to support go-to-market initiatives in the Americas Resilient business, costs associated with the previously announced separation project, higher non-cash U.S. pension expense, unfavorable price and mix and higher manufacturing costs; which were only partially offset by lower input costs and the margin impact of higher volumes. Net income was negatively impacted compared to the prior year by foreign exchange rate losses on the translation of unhedged cross-currency intercompany loans denominated in Russian Rubles used to fund construction of a mineral fiber ceilings plant that was completed in the first quarter of 2015 and by R&D tax credits that had an outsized benefit in the prior year that did not repeat.

“On a comparable foreign exchange basis sales increased 1% in the third quarter with improvement across virtually all of our businesses,” said Matt Espe, CEO. “I’m especially pleased to report that our Worldwide Building Products business delivered yet another record adjusted EBITDA quarter despite challenging conditions in emerging markets. Globally, ceiling sales were up 2% and EBITDA up 6%, as our Americas business continues to benefit from price over inflation, productivity improvements and mix gains.”

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

(Amounts in millions except per share data)	Three Months Ended September 30,
	2015		2014		Change
Adjusted operating income	$	98	$	93		5	%
Adjusted net income	$	45	$	49		(8	%)
Adjusted diluted earnings per share	$	0.80	$	0.88		(9	%)
Free cash flow	$	64	$	60		8	%

(Amounts in millions)	Three Months Ended September 30,
	2015			2014			Change
Adjusted EBITDA
Building Products	$	109		$	103			6	%
Resilient Flooring		24			25			(1	%)
Wood Flooring		14			9			57	%
Unallocated Corporate		(19	)		(15	)		(22	%)
Consolidated Adjusted EBITDA	$	128		$	122			5	%

* 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, the non-cash impact of the U.S. pension plan, separation costs and certain other 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 reported in comparable dollars using the budgeted exchange rate for 2015, and are reconciled to the most comparable GAAP measures in tables at the end of this release.

Adjusted operating income and adjusted EBITDA both improved by 5% in the third quarter of 2015 when compared to the prior year period. The improvement in adjusted EBITDA was driven by lower input costs, the margin impact of higher volumes and higher earnings from WAVE which were only partially offset by higher SG&A spending primarily to support go-to-market initiatives in the Americas Resilient business, unfavorable price and mix performance, and increased manufacturing expenses. Adjusted earnings per share is calculated using a 39% adjusted tax rate in both periods. The increase in free cash flow was driven by improvements in working capital and lower capital expenditures which were only partially offset by lower cash earnings.

Third Quarter Segment Highlights

Building Products

	Three Months Ended September 30,
	2015		2014		Change
Total segment net sales	$	335.9	$	351.7		(4.5	%)
Operating income	$	89.8	$	86.6		3.7	%

Excluding the unfavorable impact of foreign exchange of approximately $23 million, net sales increased as favorable price and mix offset the impact of lower volumes, primarily in EMEA and the Pacific Rim. Operating income increased in the third quarter of 2015 as the margin impact of lower volumes was more than offset by favorable price and mix performance, lower manufacturing and input costs and higher earnings from WAVE.

Resilient Flooring

	Three Months Ended September 30,
	2015		2014		Change
Total segment net sales	$	192.1	$	190.2		1.0	%
Operating income	$	14.3	$	14.9		(4.0	%)

Net sales increased driven by volume growth in both the Americas and Pacific Rim, which was only partially offset by unfavorable price and mix. Volume improvement in the Americas commercial business was partially aided by favorable market share shifts as a result of competitive product availability issues and our service proposition relative to competition. Operating income declined driven by unfavorable price and mix performance, increased SG&A expenses to support go-to-market initiatives in the Americas and higher manufacturing costs, primarily due to LVT plant construction expenses, which were only partially offset by lower input costs and the margin impact of higher volumes. The comparison was also impacted by approximately $3 million of charges related to the closure of our Thomastown, Australia facility that was closed during the third quarter of 2014.

Wood Flooring

	Three Months Ended September 30,
	2015		2014		Change
Total segment net sales	$	130.5	$	137.0		(4.7	%)
Operating income	$	10.4	$	2.0		Favorable

Net sales decreased as positive mix performance was unable to offset unfavorable price and volume declines as a result of engineered wood product availability challenges. Operating income improved driven by lower input costs which more than offset the margin impact of unfavorable price and mix, lower volumes, higher manufacturing expense and an increase in SG&A expense. The comparison was also impacted by $4 million of severance and other charges associated with the closure of our engineered wood flooring plant in Kunshan China that was closed during the third quarter of 2014.

Corporate

Unallocated corporate expense of $34.8 million increased from $17.7 million in the prior year due to increased U.S. pension costs of $7 million and separation costs of $7 million.

Year to Date Results from continuing operations

(Amounts in millions)	Nine Months Ended September 30,
	2015		2014		Change
Net sales (as reported)	$	1,842.6	$	1,928.0		(4.4	%)
Operating income (as reported)		178.6		203.2		(12.1	%)
Adjusted EBITDA		315		309		2	%
Free cash flow		99		14		Favorable

Excluding the unfavorable impact from foreign exchange of $72 million, consolidated net sales decreased compared to the prior year period as volume declines were only partially offset by favorable price and mix.

Operating income declined by 12% driven primarily by higher non-cash U.S. pension costs and costs associated with the previously announced separation project. Adjusted EBITDA improved slightly over the prior year period as lower input costs and favorable price and mix offset higher SG&A expenses, the margin impact of lower volumes, increased manufacturing expenses and lower earnings from WAVE. The increase in free cash flow was driven by improvements in working capital and lower capital expenditures, which were only partially offset by lower cash earnings and dividends from the WAVE joint venture.

Market Outlook and 2015 Guidance ⁽¹⁾

“We’re updating our full year sales guidance to reflect third quarter results and the pressure we’re experiencing due to continued volatility in foreign exchange rates,” said Dave Schulz, CFO. “Despite pressure from foreign exchange headwinds, we continue to expect to benefit from lower input costs, primarily in our flooring businesses, and are increasing our full year adjusted EBITDA and adjusted EPS guidance at the midpoint.”

The Company now expects full year sales to be in the $2.4 to $2.45 billion range, adjusted EBITDA to be in the $370 to $390 million range and adjusted EPS to be in the range of $2.15 to $2.35 per diluted share.

⁽¹⁾  Sales guidance includes the impact of foreign exchange. Guidance metrics, other than sales, are presented using 2015 budgeted foreign exchange rates. Adjusted EPS guidance for 2015 is calculated based on an adjusted effective tax rate of 39%.

Earnings Webcast

Management will host a live Internet broadcast beginning at 11:00 a.m. Eastern time today, to discuss third quarter 2015 results, market outlook and 2015 guidance. 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 our plan to separate our Flooring business from our Ceilings (Building Products) business 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,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of 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 performance can be found in its quarterly report on Form 10-Q for the quarter ended September 30, 2015 that the Company expects to file with the SEC today.

Armstrong World Industries, Inc. is a global leader in the design and manufacture of floors and ceilings. In 2014, Armstrong’s consolidated net sales from continuing operations totaled approximately $2.5 billion. As of September 30, 2015, Armstrong operated 32 plants in nine countries and had approximately 7,600 employees worldwide.

Additional forward looking non-GAAP metrics are available on the Company’s web site at http://www.armstrong.com/ under the Investor Relations tab. The website is not part of this release and references to our website address in this release are intended to be inactive textual references only.

As Reported Financial Highlights

FINANCIAL HIGHLIGHTS

Armstrong World Industries, Inc. and Subsidiaries

(amounts in millions, except for per-share amounts, quarterly and year to date data is unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net sales	$	658.5		$	678.9		$	1,842.6		$	1,928.0
Costs of goods sold		480.6			510.9			1,377.3			1,470.9
Selling general and administrative expenses		110.4			101.0			319.5			304.3
Separation costs		7.4			—			16.8			—
Goodwill impairment		—			—			—			0.8
Equity (earnings) from joint venture		(19.6	)		(18.8	)		(49.6	)		(51.2	)
Operating income		79.7			85.8			178.6			203.2
Interest expense		11.3			10.9			33.9			34.3
Other non-operating expense		14.0			2.6			15.5			9.2
Other non-operating (income)		(0.8	)		(0.7	)		(5.0	)		(1.9	)
Earnings from continuing operations before income taxes		55.2			73.0			134.2			161.6
Income tax expense		24.9			26.3			70.2			70.2
Earnings from continuing operations	$	30.3		$	46.7		$	64.0		$	91.4
Net (loss) from discontinued operations, net of tax (benefit) of $-, $-, $- and $-		—			(14.9	)		—			(21.7	)
Gain (loss) from disposal of discontinued business, net of tax (benefit) of ($0.7), ($-), ($44.1) and ($1.2)		1.5			(0.2	)		44.0			(2.3	)
Net earnings (loss) from discontinued operations		1.5			(15.1	)		44.0			(24.0	)
Net earnings	$	31.8		$	31.6		$	108.0		$	67.4
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(13.4	)		(14.1	)		(21.3	)		(10.0	)
Derivative gain (loss)		0.9			4.9			(0.2	)		(1.3	)
Pension and postretirement adjustments		11.1			8.5			32.2			21.3
Total other comprehensive (loss) income		(1.4	)		(0.7	)		10.7			10.0
Total comprehensive income	$	30.4		$	30.9		$	118.7		$	77.4
Earnings per share of common stock, continuing operations
Basic	$	0.54		$	0.84		$	1.14		$	1.66
Diluted	$	0.54		$	0.84		$	1.14		$	1.64
Earnings (loss) per share of common stock, discontinued operations
Basic	$	0.03		($	0.27	)	$	0.79		($	0.44	)
Diluted	$	0.03		($	0.27	)	$	0.78		($	0.43	)
Net earnings per share of common stock:
Basic	$	0.57		$	0.57		$	1.93		$	1.22
Diluted	$	0.57		$	0.57		$	1.92		$	1.21
Average number of common shares outstanding
Basic		55.5			55.0			55.4			54.9
Diluted		55.9			55.5			55.8			55.4

SEGMENT RESULTS

Armstrong World Industries, Inc. and Subsidiaries

(amounts in millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Sales
Building Products	$	335.9		$	351.7		$	934.0		$	983.4
Resilient Flooring		192.1			190.2			548.8			550.1
Wood Flooring		130.5			137.0			359.8			394.5
Total net sales	$	658.5		$	678.9		$	1,842.6		$	1,928.0
Operating Income (loss)
Building Products	$	89.8		$	86.6		$	213.8		$	209.3
Resilient Flooring		14.3			14.9			43.4			46.0
Wood Flooring		10.4			2.0			11.7			4.5
Unallocated Corporate (expense)		(34.8	)		(17.7	)		(90.3	)		(56.6	)
Total Operating Income	$	79.7		$	85.8		$	178.6		$	203.2

Selected Balance Sheet Information

(amounts in millions)

	September 30, 2015		December 31, 2014
Assets
Current assets	$	887.7	$	811.5
Property, plant and equipment, net		1,067.1		1,062.4
Other noncurrent assets		739.6		732.3
Total assets	$	2,694.4	$	2,606.2
Liabilities and shareholders’ equity
Current liabilities	$	421.6	$	388.1
Noncurrent liabilities		1,489.6		1,569.0
Equity		783.2		649.1
Total liabilities and shareholders’ equity	$	2,694.4	$	2,606.2

Selected Cash Flow Information

(amounts in millions)

	Nine Months Ended September 30,
	2015			2014
Net income	$	108.0		$	67.4
Other adjustments to reconcile net income to net cash provided by operating activities		39.5			123.1
Changes in operating assets and liabilities, net		(3.5	)		(79.4	)
Net cash provided by operating activities		144.0			111.1
Net cash (used for) investing activities		(45.3	)		(96.9	)
Net cash (used for) provided by financing activities		(23.6	)		1.3
Effect of exchange rate changes on cash and cash equivalents		(10.4	)		(2.3	)
Net increase in cash and cash equivalents		64.7			13.2
Cash and cash equivalents, beginning of period		185.3			135.2
Cash and cash equivalents, end of period	$	250.0		$	148.4
Cash and cash equivalents at end of period of discontinued operations		—		($	2.4	)
Cash and cash equivalents at end of period of continuing operations	$	250.0		$	150.8

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, the non-cash impact of the U.S. pension plan, separation costs and certain other gains and losses. Adjusted figures are reported in comparable dollars using the budgeted exchange rate for 2015. 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,
	2015			2014			2015			2014
Adjusted EBITDA	$	128		$	122		$	315		$	309
D&A/Fx*		(30	)		(29	)		(89	)		(88	)
Operating Income, Adjusted	$	98		$	93		$	226		$	221
Non-cash impact of U.S. Pension		6			—			19			1
Separation costs		7			—			17			—
Cost reduction expenses (income)		1			6			(1	)		10
Multilayered Wood flooring duties		—			—			4			—
Impairment		—			—			—			4
Foreign exchange impact		4			1			8			3
Operating Income, Reported	$	80		$	86		$	179		$	203

* Excludes accelerated depreciation associated with cost reduction initiatives reflected below. Actual D&A as reported is; $29.5 million for the three months ended September 30, 2015, $35.4 million for the three months ended September 30, 2014, $86.9 million for the nine months ended September 30, 2015, and $98.1 million for the nine months ended September 30, 2014.

BUILDING PRODUCTS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EBITDA	$	109		$	103		$	267		$	260
D&A/Fx		(18	)		(16	)		(52	)		(48	)
Operating Income, Adjusted	$	91		$	87		$	215		$	212
Foreign exchange impact		1			—			1			3
Operating Income, Reported	$	90		$	87		$	214		$	209

RESILIENT FLOORING

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EBITDA	$	24		$	25		$	67		$	71
D&A/Fx		(7	)		(8	)		(20	)		(20	)
Operating Income, Adjusted	$	17		$	17		$	47		$	51
Cost reduction expenses (income)		1			2			(1	)		4
Foreign exchange impact		2			—			5			1
Operating Income, Reported	$	14		$	15		$	43		$	46

WOOD FLOORING

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EBITDA (1)	$	14		$	9		$	27		$	25
D&A/Fx		(3	)		(3	)		(9	)		(11	)
Operating Income, Adjusted (1)	$	11		$	6		$	18		$	14
Cost reduction expenses		—			4			—			6
Multilayered Wood flooring duties		—			—			4			—
Impairment		—			—			—			4
Foreign exchange impact		1			—			2			(1	)
Operating Income, Reported(1)	$	10		$	2		$	12		$	5

⁽¹⁾  Includes a $4 million charge recorded in the second quarter of 2015 resulting from new duty rates assigned by the U.S. Department of Commerce on multilayered wood importers and a $1 million gain recorded in the second quarter of 2014 related to a refund of previously paid duties on imports of engineered wood flooring.

UNALLOCATED CORPORATE

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EBITDA	($	19	)	($	15	)	($	46	)	($	47	)
D&A/Fx		(2	)		(2	)		(8	)		(9	)
Operating (Loss), Adjusted	($	21	)	($	17	)	($	54	)	($	56	)
Non-cash impact of U.S. Pension		6			—			19			1
Separation costs		7			—			17			—
Foreign exchange impact		1			1			—			—
Operating (Loss), Reported	($	35	)	($	18	)	($	90	)	($	57	)

CASH FLOW⁽¹⁾

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net cash from operations	$	85		$	89		$	144		$	111
Less: net cash (used for) investing		(21	)		(29	)		(45	)		(97	)
Free Cash Flow	$	64		$	60		$	99		$	14

(1) Cash flow includes cash flows attributable to European Flooring business

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

	Three Months Ended September 30,										Nine Months Ended September 30,
	2015					2014					2015					2014
	Total			Per Share		Total			Per Share		Total			Per Share		Total			Per Share
Adjusted EBITDA	$	128				$	122				$	315				$	309
D&A as reported		(30	)				(35	)				(87	)				(98	)
Fx/Accelerated Deprecation		—					6					(2	)				10
Operating Income, Adjusted	$	98				$	93				$	226				$	221
Other non-operating (expense)		(24	)				(13	)				(44	)				(42	)
Earnings Before Taxes, Adjusted		74					80					182					179
Adjusted tax (expense) @ 39% for 2015 and 2014		(29	)				(31	)				(71	)				(70	)
Net Earnings, Adjusted	$	45		$	0.80	$	49		$	0.88	$	111		$	1.99	$	109		$	1.97
Pre-tax adjustment items		(12	)				(7	)				(28	)				(17	)
Non-cash impact of U.S. Pension		(6	)				—					(19	)				(1	)
Reversal of adjusted tax expense @ 39% for 2015 and 2014		29					31					71					70
Ordinary tax		(18	)				(23	)				(42	)				(51	)
Unbenefitted foreign losses		(6	)				(7	)				(22	)				(23	)
Tax adjustment items		(2	)				4					(7	)				4
Net Earnings, Reported	$	30		$	0.54	$	47		$	0.84	$	64		$	1.14	$	91		$	1.64

Source: Armstrong World Industries

EX-99.2

Earnings Call

Presentation

3

rd

Quarter

2015

October 29, 2015

Exhibit 99.2

2

Our disclosures in this presentation, including without limitation, those relating to future financial results

guidance and the possible separation of our flooring business from our building products business, 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," "target," "predict," "may," "will," "would," "could," "should," "seek," and other words or phrases of

similar meaning in connection with any discussion of future operating or financial performance or the separation

of our businesses.  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 29, 2015, and will not be

updated or affirmed unless and until we publicly announce updated or affirmed guidance. 

Safe Harbor Statement

3

All figures throughout the presentation are in $ millions unless otherwise noted.  Figures may not add due to rounding. 

•

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. 

Basis of Presentation Explanation

•

We report in comparable dollars to remove the

effects of currency translation on the P&L.  The

budgeted exchange rate for 2015 is used for all

currency translations in 2015 and prior years.

Guidance is presented using the 2015 budgeted

exchange rate for the year.  

•

We remove the impact of discrete expenses and

income.  Examples include plant closures,

restructuring actions, separation costs and other

large

unusual

items.

We

also

remove

the

non-

cash

impact

of

our

U.S.

Pension

Plan. 

•

Taxes for normalized Net Income and EPS are

calculated using a constant 39% for 2015

guidance, and 2015 and 2014 results, which are

based on the expected full year historical tax

rate.

What Items Are Adjusted

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

4

Key Metrics –

Third Quarter 2015

2015

2014

Variance

Net Sales

(1)

$679

$670

1.3%

Operating Income

(2)

98

93

5.3%

% of Sales

14.5%

13.9%

60 bps

EBITDA

128

122

5.2%

% of Sales

18.9%

18.2%

70 bps

Earnings

Per

Share

(3)

$0.80

$0.88

(8.8%)

Free Cash Flow

64

60

7.6%

Net Debt

764

902

(138)

ROIC

(4)

5.8%

8.4%

(260 bps)

(1)

As

reported

Net

Sales:

$659

million

in

2015

and

$679

million

in

2014

(2)

As reported Operating Income: $80 million in 2015 and $86 million in 2014

(3)

As reported EPS: $0.54 in 2015 and $0.84 in 2014

(4)

Unadjusted

5

Third Quarter 2015 vs. PY–

Adjusted EBITDA to Reported Net Income

2015

2014

V

EBITDA–

Adjusted

$128

$122

$6

Depreciation and Amortization

(30)

(29)

(1)

Operating

Income

–

Adjusted

$98

$93

$5

Non-cash Impact of U.S. Pension

6

-

6

Separation Expenses

7

-

7

Cost Reduction Initiatives

1

6

(5)

Foreign Exchange Movements

4

1

3

Operating

Income

–

As

Reported

$80

$86

($6)

Interest/Other (Expense)

(25)

(13)

(12)

EBT

$55

$73

($18)

Tax (Expense)

(25)

(26)

1

Net Income

$30

$47

($17)

6

Third Quarter Sales and EBITDA by Segment –

2015 vs. Prior Year

(1)

5

6

(4)

3%

(4%)

2%

(10%)

(5%)

0%

5%

10%

(10)

(5)

-

5

10

EBITDA Change (Left-hand scale)

% Change in Sales (Right-hand scale)

Resilient Flooring

Wood Flooring

Building Products

Corporate

7

•

On a comparable foreign exchange basis sales

increased 2% as favorable price and mix performance

offset volume declines primarily in emerging markets

•

Continued sales growth momentum in Architectural

Specialties

•

Reflects impact of prior price increases

•

Driven by lower volumes, predominantly in EMEA

•

Reflects the benefit of lower freight and energy costs

and productivity in the Americas

•

Reflects higher earnings from our WAVE joint venture

Building Products Third Quarter Results

Favorable price and mix performance and lower manufacturing and input costs

drive over 100 bps of margin improvement in the Americas despite lower volumes

$225

$219

$87

$87

$39

$37

Q3 2015

Q3 2014

Net Sales

Americas

EMEA

Pacific Rim

$351

$343

Key Highlights

Q3 2014 Adjusted EBITDA

$      103M

Price & Mix

5

Volume

(4)

Manufacturing & Input Costs

3

WAVE

1

D&A/Other

1

Q3 2015 Adjusted EBITDA

$      109M

8

•

On a comparable foreign exchange basis sales

increased 3% driven by volume growth in the Americas

residential and commercial businesses as well as

double digit improvement in the Pacific Rim; more than

offsetting unfavorable price and mix. 

•

Volume growth in the Americas was partially aided by

favorable market share shifts as a result of competitive

product availability issues and our service proposition

relative to competition.

•

Broad based volume growth in the Americas residential

and commercial businesses as well the Pacific Rim

•

Reflects the benefit of favorable input costs

•

Higher SG&A expense to support go-to-market

initiatives

Resilient Third Quarter Results

Broad based volume growth and favorable input costs drive margin performance

$171

$168

$25

$22

Q3 2015

Q3 2014

Net Sales

Americas

Pacific Rim

$196

$190

Key Highlights

Q3 2014 Adjusted EBITDA

$      25M

Price & Mix

(7)

Volume

7

Manufacturing & Input Costs

7

SG&A

(8)

Q3 2015 Adjusted EBITDA

$      24M

9

•

Despite improvements in mix sales declined driven by

unfavorable price performance and lower volumes

•

Lower volumes were the result of engineered wood

product availability challenges

•

Driven by unfavorable price, despite mix improvement

•

Due to engineered wood product availability challenges

•

Reflects the benefit of favorable input costs

Wood Third Quarter Results

Favorable input costs drive margin improvement

$132

$137

Q3 2015

Q3 2014

Net Sales

Americas

$132

$137

Key Highlights

Q3 2014 Adjusted EBITDA

$      9M

Price & Mix

(4)

Volume

(2)

Manufacturing & Input Costs

12

SG&A

(1)

Q3 2015 Adjusted EBITDA

$      14M

10

$1

$27

$1

$1

$122

$0

$20

$40

$60

$80

$100

$120

$140

$160

2014

Price/Mix

Volume

Input Costs

Mfg Cost

SG&A

WAVE

Change in

D&A

2015

($6)

$128

($6)

($12)

EBITDA Bridge –

Third Quarter 2015 vs. Prior Year

11

$16

$8

$0

$0

$64

$60

$0

$20

$40

$60

$80

$100

2014

Cash

Earnings

Working

Capital

Capex

Interest

Expense

WAVE

Dividends

Other

2015

($14)

($6)

Free Cash Flow –

Third Quarter 2015 vs. Prior Year

12

Key Metrics –

September YTD 2015

2015

2014

Variance

Net Sales

(1)

$1,892

$1,905

(0.7%)

Operating Income

(2)

226

221

2.1%

% of Sales

11.9%

11.6%

30 bps

EBITDA

315

309

1.9%

% of Sales

16.6%

16.2%

40 bps

Earnings

Per

Share

(3)

$1.99

$1.97

0.7%

Free Cash Flow

99

14

Favorable

(1)

As

reported

Net

Sales:

$1,843

million

in

2015

and

$1,928

million

in

2014

(2)

As reported Operating Income: $179 million in 2015 and $203 million in 2014

(3)

As reported EPS: $1.14 in 2015 and $1.64 in 2014

(4)

Unadjusted

13

September YTD Sales and EBITDA by Segment –

2015 vs. Prior Year

(4)

2

7

1

2%

(8%)

1%

(15%)

(10%)

(5%)

0%

5%

10%

(15)

(10)

(5)

-

5

10

Resilient Flooring

Wood Flooring

Building Products

Corporate

EBITDA Change (Left-hand scale)

% Change in Sales (Right-hand scale)

14

$315

$309

$200

$220

$240

$260

$280

$300

$320

$340

$360

$380

$400

2014

Price/Mix

Volume

Input Costs

Mfg Cost

SG&A

WAVE

Change in

D&A

2015

$42

($2)

($22)

EBITDA Bridge –

September YTD 2015 vs. Prior Year

($20)

$10

($3)

$1

15

($27)

$58

$54

$1

($3)

$2

$99

$14

($40)

($20)

$0

$20

$40

$60

$80

$100

$120

2014

Cash

Earnings

Working

Capital

Capex

Interest

Expense

WAVE

Dividends

Other

2015

Free Cash Flow –

September YTD 2015 vs. Prior Year

16

2015 Estimate Range

(1)

2014

(2)

Variance

Net Sales

(3)

2,400

to

2,450

2,515

(5%)

to

(3%)

Operating Income

(4)

250

to

270

271

(8%)

to

0%

EBITDA

370

to

390

389

(5%)

to

0%

Earnings Per Share

(5)

$2.15

to

$2.35

$2.38

(10%)

to

(1%)

(1)

Guidance

is

presented

using

2015

budgeted

foreign

exchange

rates

(2)

2014

results

are

presented

using

2015

budgeted

foreign

exchange

rates

(3)

2015

and

2014

net

sales

include

the

impact

of

foreign

exchange

(4)

As

reported

Operating

Income:

$180

-

$200

million

in

2015

and

$239

million

2014

(5)

As

reported

earnings

per

share:

$0.85

-

$1.00

in

2015

and

$1.83

in

2014

Key Metrics –

Guidance 2015

17

2015 Financial Outlook

Sales

(1)

$1,220-$1,250 million; EBITDA $335-$350 million

Sales

(1)

$1,180-$1,200 million; EBITDA $100-$110 million

EBITDA ($65) –

($70)

$35 -

$45 million; Adjusted long-term ETR of ~39%

(2)

$155  -

$165 million

$25 million, US pension expense, non-cash

$20 -

$35 million, transaction costs

ABP Segment*

AFP

Segment*

Cash Taxes/ETR

Capital Spending*

Exclusions from  EBITDA

(1)

Net sales include foreign exchange impact

(2)

As reported ETR of 62% for 2015

* Changed from July Outlook

Corporate Segment

18

$62

$39

$93

$0

$20

$40

$60

$80

$100

2014 Adjusted

EBITDA

D&A/Fx

Adjustments to

Operating

Income

2014 As

Reported

Operating

Income - 10K

Corporate

Allocations

Other*

2014 As

Reported

Operating

Income - Form 10

($2)

($21)

($4)

($27)

Form 10 Historical Earnings Bridge –

Full Year 2014

Resilient Flooring

Wood Flooring

* Other consists of charges related to AFI not previously recorded at a consolidated level as they did not meet the prior materiality threshold

($13)

($23)

($15)

($13)

($28)

$21

($40)

($20)

$0

$20

$40

2014 Adjusted

EBITDA

D&A/Fx

Adjustments to

Operating Income

2014 As Reported

Operating Income -

10K

Corporate

Allocations

2014 As Reported

Operating Income -

Form 10

19

Appendix

20

September YTD 2015 vs. PY–

Adjusted EBITDA to Reported Net Income

2015

2014

V

EBITDA–

Adjusted

$315

$309

$6

Depreciation and Amortization

(89)

(88)

(1)

Operating

Income

–

Adjusted

$226

$221

$5

Non-cash Impact of U.S. Pension

19

1

18

Separation Expenses

17

-

17

Multilayered Wood Flooring Duty

4

-

4

Cost Reduction Initiatives

(1)

10

(11)

Impairment

-

4

(4)

Foreign Exchange Movements

8

3

5

Operating

Income

–

As

Reported

$179

$203

($24)

Interest/Other (Expense)

(45)

(41)

(4)

EBT

$134

$162

($28)

Tax (Expense)

(70)

(71)

1

Net Income

$64

$91

($27)

21

Consolidated Results

Third Quarter

2015

Reported

Comparability

(1)

Adjustments

Fx

(2)

Adj

2015

Adjusted

2014

Reported

Comparability

(1)

Adjustments

Fx

(2)

Adj

2014

Adjusted

Net Sales

659

-

20

679

679

-

(9)

670

Operating

Income

80

14

4

98

86

6

1

93

EPS

$0.54

$0.21

$0.05

$0.80

$0.84

$0.02

$0.02

$0.88

(1)

See earnings press release and 10-Q for additional detail on comparability adjustments

(2)

Eliminates impact of foreign exchange movements

September YTD

2015

Reported

Comparability

(1)

Adjustments

Fx

(2)

Adj

2015

Adjusted

2014

Reported

Comparability

(1)

Adjustments

Fx

(2)

Adj

2014

Adjusted

Net Sales

1,843

-

49

1,892

1,928

-

(23)

1,905

Operating

Income

179

39

8

226

203

15

3

221

EPS

$1.14

$0.76

$0.09

$1.99

$1.64

$0.30

$0.03

$1.97

22

Segment Operating Income (Loss)

Third Quarter

2015

Reported

Comparability

(1)

Adjustments

2015

Adjusted

2014

Reported

Comparability

(1)

Adjustments

2014

Adjusted

Building Products

90

1

91

87

-

87

Resilient Flooring

14

3

17

15

2

17

Wood Flooring

10

1

11

2

4

6

Unallocated Corporate

(Expense) Income

(35)

14

(21)

(18)

1

(17)

September YTD

2015

Reported

Comparability

(1)

Adjustments

2015

Adjusted

2014

Reported

Comparability

(1)

Adjustments

2014

Adjusted

Building Products

214

1

215

209

3

212

Resilient Flooring

43

4

47

46

5

51

Wood Flooring

(2)

12

6

18

5

9

14

Unallocated Corporate

(Expense) Income

(90)

36

(54)

(57)

1

(56)

(1)

Eliminates impact of foreign exchange movements and other discrete items; see earnings press release and 10-Q for additional detail.

(2)

Includes a $4 million charge recorded in the second quarter of 2015 resulting from new duty rates assigned by the U.S. Department of Commerce on multilayered wood

importers and a $1 million gain recorded in the second quarter of 2014 related to a refund of previously paid duties on imports of engineered wood flooring.

23

Cash Flow

Third Quarter

September YTD

($ millions)

2015

2014

2015

2014

Net cash from operations

$85

$89

$144

$111

Net cash (used for) investing

(21)

(29)

(45)

(97)

Free Cash Flow

$64

$60

$99

$14

Cash

flow

includes

cash

flows

attributable

to

the

European

flooring

business