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):   July 26, 2017
Floor & Decor Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-38070	27-3730271	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(IRS Employer
Identification No.)	

2233 Lake Park Drive
Smyrna, GA	30080	
(Address of principal executive offices)	(Zip Code)	
(404) 471-1634 
 (Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below) :
⃞ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company   ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ⃞

Item 2.02           Results of Operations and Financial Condition.
On July 27, 2017, Floor & Decor Holdings, Inc. issued a press release announcing its financial results for the quarter ended June 29, 2017.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 3.02          Unregistered Sales of Equity Securities.
On July 26, 2017, FS Equity Partners VI, L.P. (“FS Equity”) and FS Affiliates VI, L.P (“FS Affiliates” and, together with FS Equity, “Freeman Spogli”) converted 2,868,826 shares and 121,865 shares, respectively of Class C common stock, par value $0.001 per share (“Class C common stock”) of Floor & Decor Holdings, Inc. (the “Company”) to an equal number of shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A common stock”), pursuant to the terms of the Company’s Restated Certificate of Incorporation.  The shares of Class A common stock issued by the Company upon the conversion are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.  The Company did not engage in general solicitation with respect to the sale of the Class A common stock and had a substantive, pre-existing relationship with each of FS Affiliates and FS Equity, who are existing stockholders of the Company. Shares of Class A common stock held by Freeman Spogli are convertible into shares of Class C common stock, in whole or in part, at any time and from time to time at the election of Freeman Spogli, on a one-for-one basis.

Item 9.01           Financial Statements and Exhibits.
 (d)                    Exhibits:

Exhibit No.	 	Description	
		 	
99.1		Press Release, dated July 27, 2017	

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.

		FLOOR & DECOR HOLDINGS, INC.	
		 			
Date:	July 27, 2017		By:	/s/ David V. Christopherson	
			Name:	David V. Christopherson	
			Title:	Senior Vice President, Secretary and General Counsel	

Exhibit Index

Exhibit No.	 	Description	
		 	
99.1		Press Release, dated July 27, 2017	

Exhibit 99.1

Floor & Decor Holdings, Inc. Announces Second Quarter Fiscal 2017 Financial Results
·	Net sales increased 29.4% from second quarter 2016 to $344.0 million
·	Comparable store sales increased 14.7% from second quarter 2016
·	Diluted earnings per share (“EPS”) increased to $0.20 from $0.06 in the second quarter 2016; adjusted diluted EPS increased 42.9% to $0.20 from $0.14 in the second quarter 2016
·	Raising full year financial outlook reflecting year-to-date performance
ATLANTA--(BUSINESS WIRE)--July 27, 2017--Floor & Decor Holdings, Inc. (NYSE:FND) (“We,” the “Company,” or “Floor & Decor”) announces its financial results for the second quarter of fiscal 2017, which ended June 29, 2017.
Tom Taylor, Chief Executive Officer, stated, “We are very pleased to report a strong second quarter that once again demonstrates the positive response customers have to our highly differentiated, multi-channel, hard surface flooring and accessories business. Our success is a credit to our associates for their exceptional service to our customers, which, together with our broad in-stock assortment, makes shopping our stores an experience unlike any other.”
Mr. Taylor continued, “Given our strong year-to-date performance, we are raising our full year guidance. Looking ahead, the growth opportunity for Floor & Decor is significant, and we remain focused on disciplined execution of our key priorities to profitably grow our store base, drive comparable store sales, expand our connected customer experience and invest in our professional customers.”
Unless indicated otherwise, the information in this release has been adjusted to give effect to a 321.820-for-one stock split of our common stock effected on April 24, 2017. See “Comparable Store Sales” below for information on how the Company calculates its comparable store sales growth.
For the Thirteen Weeks Ended June 29, 2017
·	Net sales increased 29.4% to $344.0 million from $265.9 million in the second quarter of fiscal 2016. Comparable store sales increased 14.7%.
·	The Company opened one new store during the second quarter of fiscal 2017, ending the quarter with 73 warehouse format stores. This represents a unit increase of 15.9% over the second quarter of fiscal 2016.
·	Operating income increased 220.9% to $34.1 million from $10.6 million in the second quarter of fiscal 2016, which included a $14.0 million charge to reserve for a legal settlement. Operating margin increased 590 basis points to 9.9%.
·	Net income increased 307.6% to $20.4 million compared to $5.0 million in the second quarter of fiscal 2016; Net income per diluted share was $0.20 compared to $0.06 per diluted share in the second quarter of fiscal 2016.
·	Adjusted net income* increased 48.0% to $20.5 million compared to $13.8 million in the second quarter of fiscal 2016; Adjusted diluted EPS* was $0.20 compared to $0.14 in the second quarter of fiscal 2016, an increase of 42.9%.
·	Adjusted EBITDA* increased 36.5% to $43.7 million compared to $32.0 million in the second quarter of fiscal 2016.
For the Twenty-six Weeks Ended June 29, 2017
·	Net sales increased 30.0% to $651.3 million from $501.2 million in the first half of fiscal 2016. Comparable store sales increased 13.8%.
·	The Company opened four new stores and relocated one store during the first half of fiscal 2017.
·	Operating income increased 130.9% to $56.8 million compared to $24.6 million in the first half of fiscal 2016, which included a $14.0 million charge to reserve for a legal settlement. Operating margin increased 380 basis points to 8.7%.
·	Net income increased 160.5% to $31.6 million compared to $12.1 million in the second quarter of fiscal 2016; Net income per diluted share was $0.33 compared to $0.14 per diluted share in the first half of fiscal 2016.
·	Adjusted net income* increased 59.6% to $33.5 million compared to $21.0 million in the first half of fiscal 2016; Adjusted diluted EPS* was $0.33 compared to $0.21 in the first half of fiscal 2016, an increase of 57.1%.
·	Adjusted EBITDA* increased 45.1% to $75.6 million compared to $52.1 million in the first half of fiscal 2016.

* Non-GAAP financial measures. Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below for more information.
Balance Sheet Highlights as of June 29, 2017
·	Total liquidity was $156.1 million as of June 29, 2017, which primarily was from the availability on our revolving credit facility.
·	Total debt was $181.8 million as of June 29, 2017, consisting of outstanding current and long-term portions of our secured term loan and revolving credit facilities.

Third Quarter and Fiscal 2017 Outlook
(in millions, except EPS, percentages and store count)	
 	
	 	Thirteen Weeks	 	 		
		Ended 9/28/17				
Net sales		$331 - $337				
Comparable store sales growth		9% to 11%				
GAAP diluted EPS		$0.12 - $0.14				
Adjusted diluted EPS		$0.12 - $0.14				
Diluted weighted average shares outstanding		104.1				
Adjusted EBITDA		$33.8 - $36.5				
Warehouse format store count		79 - 80				
New warehouse format stores		6 - 7				
					 	
		Updated Guidance			Prior Guidance	
		Twelve Months			Twelve Months	
		Ended 12/28/17			Ended 12/28/17	
Net sales		$1,318 - $1,331			$1,285 - $1,304	
Comparable store sales growth		10% to 12%			8% to 10%	
GAAP diluted EPS		$0.57 - $0.60			$0.49 - $0.52	
Adjusted diluted EPS		$0.57 - $0.60			$0.54 - $0.57	
Adjusted diluted weighted average shares outstanding		103.1			102.9	
Adjusted EBITDA		$143.1 - $147.5			$137.9 - $142.0	
Depreciation and amortization		$35			$34	
Interest Expense		$14			$14	
Tax rate		37% for the remainder of fiscal 2017			37% for the remainder of fiscal 2017	
Warehouse format store count		83			83	
New warehouse format stores		14			14	
Capital Expenditures		$100 - $104			$95 - $104	
					 	
The above guidance includes certain non-GAAP financial measures (namely adjusted diluted weighted average shares outstanding, adjusted diluted EPS and adjusted EBITDA). Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below for more information.

Recent Developments
Secondary Offering
On July 25, certain of the Company’s stockholders completed a secondary public offering (the “Secondary Offering”) of an aggregate of 10,718,550 shares of common stock at a price to the public of $40.00 per share. The underwriters also have the option to exercise their option to purchase an additional 1,607,782 shares of common stock at the public offering price less the underwriting discounts and commissions. The Company did not sell any shares in the Secondary Offering and did not receive any proceeds from the sales of shares by the selling stockholders.
Non-GAAP Financial Measures
Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA (which are shown in the reconciliations below) have been presented in this earnings release as supplemental measures of financial performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). We define Adjusted net income as net income adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance and the tax effect related to those items. We define Adjusted diluted EPS as adjusted net income divided by adjusted diluted weighted average shares outstanding (i.e., the weighted average shares outstanding during the relevant period plus the weighted average impact of issuing shares in our initial public offering (our “IPO”). We define EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, loss on early extinguishment of debt, taxes, depreciation and amortization, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. Reconciliations of these measures to the equivalent measures under GAAP are set forth in the tables below.
Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA are key metrics used by management and our board of directors to assess our financial performance and enterprise value. We believe that Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA are useful measures, as they eliminate certain expenses that are not indicative of our core operating performance and facilitate a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine covenant compliance with respect to our credit facilities, to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA are also used by analysts, investors and other interested parties as performance measures to evaluate companies in our industry.

Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA are non-GAAP measures of our financial performance and should not be considered as alternatives to net income or diluted EPS as a measure of financial performance, or any other performance measure derived in accordance with GAAP and they should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, Adjusted net income, EBITDA and Adjusted EBITDA are not intended to be measures of liquidity or free cash flow for management's discretionary use. In addition, these non-GAAP measures exclude certain non-recurring and other charges. Each of these non-GAAP measures has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. In evaluating Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA, such as stock compensation expense, loss (gain) on asset disposal, executive recruiting/relocation, and other adjustments. Our presentation of Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA differ among companies in the retail industry, and therefore Adjusted net income, Adjusted diluted EPS, EBITDA and Adjusted EBITDA disclosed by us may not be comparable to the metrics disclosed by other companies.
Please see “Reconciliation of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this release to their most directly comparable GAAP financial measures.

 	
Floor & Decor Holdings, Inc.
Condensed Consolidated Income Statements
(in thousands, except per share data)
(unaudited)	
	 	 			 			
			Thirteen Weeks Ended					
			6/29/2017		 	6/30/2016					
				 	 	% of				 	 	% of			%		
			Actual			Sales			Actual			Sales			Increase
(Decrease)		
Net sales			$344,047			100.0	%		$265,853			100.0	%		29.4	%	
Cost of sales			201,819			58.7			156,201			58.8			29.2		
Gross profit			142,228			41.3			109,652			41.2			29.7		
Selling & store operating expenses			85,650			24.9			66,787			25.1			28.2		
General & administrative expenses			19,518			5.6			15,610			5.8			25.0		
Pre-opening expenses			2,958			0.9			2,627			1.0			12.6		
Litigation settlement			—			—			14,000			5.3			(100.0)		
Operating income			34,102			9.9			10,628			4.0			220.9		
Interest expense			3,353			1.0			2,475			0.9			35.5		
Loss on early extinguishment of debt			5,442			1.5			153			0.1			NM		
Income before income taxes			25,307			7.4			8,000			3.0			216.3		
Provision for income taxes			4,878			1.5			2,988			1.1			63.3		
Net income			$20,429			5.9	%		$5,012			1.9	%		307.6	%	
Basic weighted average shares outstanding			90,861						83,385						9.0	%	
Diluted weighted average shares outstanding			99,919						87,898						13.7	%	
Basic earnings per share			$0.22						$0.06						266.7	%	
Diluted earnings per share			$0.20						$0.06						233.3	%	

	 	 	Twenty-six Weeks Ended		 	 		
			6/29/2017		 	6/30/2016					
				 	 	% of				 	 	% of			%		
			Actual			Sales			Actual			Sales			Increase
(Decrease)		
Net sales			$651,343			100.0	%		$501,154			100.0	%		30.0	%	
Cost of sales			383,644			58.9			297,605			59.4			28.9		
Gross profit			267,699			41.1			203,549			40.6			31.5		
Selling & store operating expenses			166,401			25.5			128,836			25.7			29.2		
General & administrative expenses			37,399			5.8			30,180			6.0			23.9		
Pre-opening expenses			7,125			1.1			5,943			1.2			19.9		
Litigation settlement			—			—			14,000			2.8			(100.0)		
Operating income			56,774			8.7			24,590			4.9			130.9		
Interest expense			8,767			1.4			4,961			1.0			76.7		
Loss on early extinguishment of debt			5,442			0.8			153			—			NM		
Income before income taxes			42,565			6.5			19,476			3.9			118.6		
Provision for income taxes			11,008			1.7			7,363			1.5			49.5		
Net income			$31,557			4.8	%		$12,113			2.4	%		160.5	%	
Basic weighted average shares outstanding			87,195						83,380						4.6	%	
Diluted weighted average shares outstanding			94,900						88,335						7.4	%	
Basic earnings per share			$0.36						$0.15						140.0	%	
Diluted earnings per share			$0.33						$0.14						135.7	%	

 	
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)	
	 		
		As of	
		6/29/2017	 	12/29/2016	
Assets					
Current assets:					
Cash and cash equivalents		$386		$451	
Income tax receivable		2,081		—	
Receivables, net		38,500		34,533	
Inventories, net		367,473		293,702	
Prepaid expenses and other current assets		7,648		7,529	
Total current assets		416,088		336,215	
Fixed assets, net		183,649		150,471	
Intangible assets, net		109,378		109,394	
Goodwill		227,447		227,447	
Other assets		7,658		7,639	
Total long-term assets		528,132		494,951	
Total assets		$944,220		$831,166	
Liabilities and stockholders’ equity					
Current liabilities:					
Current portion of term loans		$3,500		$3,500	
Trade accounts payable		243,584		158,466	
Accrued expenses		53,828		61,505	
Income taxes payable		—		5,787	
Deferred revenue		21,519		14,456	
Total current liabilities		322,431		243,714	
Term loans		146,525		337,243	
Revolving line of credit		31,800		50,000	
Deferred rent		22,605		16,750	
Deferred income tax liabilities, net		35,385		28,265	
Tenant improvement allowances		23,682		20,319	
Other liabilities		648		592	
Total long-term liabilities		260,645		453,169	
Total liabilities		583,076		696,883	
Commitments and contingencies					
Stockholders’ equity					
Capital stock:					
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at June 29, 2017 and December 29, 2016		—		—	
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 87,809,134 shares issued and outstanding at June 29, 2017 and 76,847,116 issued and outstanding at December 29, 2016		87		77	
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at June 29, 2017 and 395,742 shares issued and outstanding at December 29, 2016		—		—	
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 6,275,489 shares issued and outstanding June 29, 2017 and December 29, 2016		6		6	
Additional paid-in capital		313,323		117,270	
Accumulated other comprehensive income (loss), net		(590)		176	
Retained earnings		48,318		16,754	
Total stockholders’ equity		361,144		134,283	
Total liabilities and stockholders’ equity		$944,220		$831,166	

 	
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)	
	 	 		
			Twenty-six weeks Ended	
			6/29/2017	 	6/30/2016	
Operating activities						
Net income			$31,557		$12,113	
Adjustments to reconcile net income to net cash provided by operating activities:						
Depreciation and amortization			18,058		13,696	
Loss on early extinguishment of debt			5,442		153	
Loss on asset disposals			—		263	
Amortization of tenant improvement allowances			(1,547)		(1,188)	
Deferred income taxes			7,586		1,546	
Stock based compensation expense			2,135		1,460	
Changes in operating assets and liabilities:						
Receivables, net			(3,967)		(535)	
Inventories, net			(73,771)		(26,332)	
Other assets			(1,643)		(1,303)	
Trade accounts payable			85,118		20,330	
Accrued expenses			(10,901)		16,597	
Income taxes			(7,868)		(2,711)	
Deferred revenue			7,063		3,707	
Deferred rent			5,994		2,152	
Tenant improvement allowances			3,124		3,283	
Other			59		50	
Net cash provided by operating activities			66,439		43,281	
Investing activities						
Purchases of fixed assets			(45,498)		(30,920)	
Net cash used in investing activities			(45,498)		(30,920)	
Financing activities						
Borrowings on revolving line of credit			111,700		89,650	
Payments on revolving line of credit			(129,900)		(113,050)	
Proceeds from term loans			—		12,000	
Payments on term loans			(195,750)		(733)	
Debt issuance costs			(993)		(197)	
Net proceeds from initial public offering			192,082		—	
Proceeds from exercise of stock options			1,855		34	
Net cash used in financing activities			(21,006)		(12,296)	
Net (decrease) increase in cash and cash equivalents			(65)		65	
Cash and cash equivalents, beginning of the period			451		318	
Cash and cash equivalents, end of the period			$386		$383	
Supplemental disclosures of cash flow information						
Cash paid for interest			$11,682		$4,194	
Cash paid for income taxes			$11,134		$8,692	
Fixed assets accrued at the end of the period			$8,472		$8,459	
Fixed assets acquired as part of lease - paid for by lessor			$1,786		$—	

	 		
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)
(unaudited)	
		 	
Adjusted diluted weighted average shares outstanding			
		 	Thirteen Weeks Ended	
			6/29/2017	 	6/30/2016	
Diluted weighted average shares outstanding (GAAP)			99,919		87,898	
Adjustments for issuance of shares at IPO			3,011		10,147	
Adjusted diluted weighted average shares outstanding			102,930		98,045	
					 	
			Twenty-six Weeks Ended	
			6/29/2017		6/30/2016	
Diluted weighted average shares outstanding (GAAP)			94,900		88,335	
Adjustments for issuance of shares at IPO			6,579		10,147	
Adjusted diluted weighted average shares outstanding			101,479		98,482	

Adjusted net income and Adjusted diluted EPS			
			Thirteen Weeks Ended	
			6/29/2017		6/30/2016	
Net income (GAAP):			$20,429		$5,012	
Interest due to IPO			1,365		2,730	
Loss on early extinguishment of debt			5,442		153	
Secondary offering costs			285		—	
Tax benefit of stock option exercises			(4,408)		—	
Legal settlement			—		14,000	
Interest due to refinancing of credit facilities			—		(2,928)	
Repricing amendment to term loan facility			—		293	
Tax impact of adjustments to net income			(2,624)		(5,414)	
Adjusted net income			$20,489		$13,846	
Adjusted diluted weighted average shares outstanding			102,930		98,045	
Adjusted diluted EPS			$0.20		$0.14	
					 	
			Twenty-six Weeks Ended	
			6/29/2017		6/30/2016	
Net income (GAAP):			$31,557		$12,113	
Interest due to IPO			4,095		5,460	
Loss on early extinguishment of debt			5,442		153	
Secondary offering costs			285		—	
Tax benefit of stock option exercises			(4,408)		—	
Legal settlement			—		14,000	
Interest due to refinancing of credit facilities			—		(5,856)	
Repricing amendment to term loan facility			295		588	
Tax impact of adjustments to net income			(3,743)		(5,451)	
Adjusted net income			$33,523		$21,007	
Adjusted diluted weighted average shares outstanding			101,479		98,482	
Adjusted diluted EPS			$0.33		$0.21	

EBITDA and Adjusted EBITDA	
	 	 	 		
				Thirteen Weeks Ended	
				6/29/2017	 	6/30/2016	
Net income (GAAP):				$20,429		$5,012	
Depreciation and amortization				8,026		6,447	
Interest expense				3,353		2,475	
Loss on early extinguishment of debt				5,442		153	
Income tax expense				4,878		2,988	
EBITDA				42,128		17,075	
Stock compensation expense				1,250		706	
Loss on asset disposal				—		211	
Legal settlement				—		14,000	
Other				303		—	
Adjusted EBITDA				$43,681		$31,992	

				Twenty-six Weeks Ended	
				6/29/2017		6/30/2016	
Net income (GAAP):				$31,557		$12,113	
Depreciation and amortization				15,794		11,784	
Interest expense				8,767		4,961	
Loss on early extinguishment of debt				5,442		153	
Income tax expense				11,008		7,363	
EBITDA				72,568		36,374	
Stock compensation expense				2,135		1,461	
Loss on asset disposal				—		258	
Legal settlement				—		14,000	
Other				875		—	
Adjusted EBITDA				$75,578		$52,093	
						 	
Comparable Store Sales
“Comparable store sales”’ includes net sales from the Company’s stores beginning on the first day of the thirteenth full fiscal month following the store’s opening. Because the Company’s e-commerce sales are fulfilled by individual stores, they are included in comparable store sales only to the extent such fulfilling store meets the above mentioned store criteria.

 	
Guidance Reconciliation - Third Quarter 2017
(in millions, except per share data)
(unaudited)	
	 		 		 	 		
Adjusted diluted weighted average shares outstanding								
		Thirteen Weeks Ended	
		9/28/2017			9/29/2016	
		Low End		High End			Actual	
Diluted weighted average shares outstanding (GAAP)		104.1		104.1			88.4	
Adjustments for issuance of shares at IPO		—		—			10.1	
Adjusted diluted weighted average shares outstanding		104.1		104.1			98.5	
							 	
Adjusted net income and Adjusted diluted EPS								
		Thirteen Weeks Ended	
		9/28/2017			9/29/2016	
		Low End		High End			Actual	
Net income (GAAP):		$12.7		$14.4			$14.2	
Interest due to refinancing of credit facilities		—		—			(2.9)	
Interest due to IPO		—		—			2.7	
Repricing amendment to term loan facility		—		—			0.3	
Legal settlement		—		—			(3.5)	
Secondary offering expenses		0.4		0.4			—	
Tax impact of adjustments to net income		(0.2)		(0.2)			1.3	
Adjusted net income		$12.9		$14.6			$12.1	
Adjusted weighted average shares outstanding		104.1		104.1			98.5	
Adjusted diluted EPS		$0.12		$0.14			$0.12	
							 	
EBITDA and Adjusted EBITDA								
		Thirteen Weeks Ended	
		9/28/2017			9/29/2016	
		Low End		High End			Actual	
Net income (GAAP):		$12.7		$14.4			$14.2	
Depreciation and amortization		9.1		9.1			6.2	
Interest expense		2.6		2.6			2.4	
Income tax expense		7.5		8.5			7.9	
EBITDA		31.9		34.6			30.7	
Stock compensation expense		1.5		1.5			0.8	
Loss on asset disposal		—		—			0.2	
Legal settlement		—		—			(3.5)	
IPO costs		0.4		0.4			—	
Adjusted EBITDA		$33.8		$36.5			$28.2	

 	
Guidance Reconciliation - Fiscal Year 2017
(in millions, except per share data)
(unaudited)

Adjusted diluted weighted average shares outstanding	
	 	Fiscal Year	
		12/28/2017	 	 	12/29/2016	
		Low End	 	High End			Actual	
Diluted weighted average shares outstanding (GAAP)		99.8		99.8			88.4	
Adjustments for issuance of shares at IPO		3.3		3.3			10.1	
Adjusted diluted weighted average shares outstanding		103.1		103.1			98.6	
							 	
Adjusted net income and Adjusted diluted EPS								
		Fiscal Year	
		12/28/2017			12/29/2016	
		Low End		High End			Actual	
Net income (GAAP):		$56.6		$59.4			$43.0	
Interest due to refinancing of credit facilities		—		—			(8.8)	
Interest due to IPO		4.1		4.1			10.9	
Repricing amendment to term loan facility		0.3		0.3			1.2	
Legal settlement		—		—			10.5	
Secondary offering expenses		0.7		0.7			—	
Loss on early extinguishment of debt		5.4		5.4			1.8	
Tax benefit of stock option exercises		(4.4)		(4.4)			—	
Tax benefit of 2016 dividend		—		—			(8.5)	
Tax impact of adjustments to net income		(3.9)		(3.9)			(5.9)	
Adjusted net income		$58.8		$61.6			$44.2	
Adjusted weighted average shares outstanding		103.1		103.1			98.6	
Adjusted diluted EPS		$0.57		$0.60			$0.45	
							 	
EBITDA and Adjusted EBITDA								
		Fiscal Year	
		12/28/2017			12/29/2016	
		Low End		High End			Actual	
Net income (GAAP):		$56.6		$59.4			$43.0	
Depreciation and amortization		34.7		34.7			25.1	
Interest expense		14.1		14.1			12.8	
Loss on early extinguishment of debt		5.4		5.4			1.8	
Income tax expense		25.7		27.3			11.5	
EBITDA		136.5		140.9			94.2	
Stock compensation expense		5.0		5.0			3.2	
Loss on asset disposal		0.2		0.2			0.5	
Legal settlement		—		—			10.5	
Offering costs		1.4		1.4			—	
Adjusted EBITDA		$143.1		$147.5			$108.4	
							 	
Note: Certain numbers may not sum due to rounding

Conference Call Details
A conference call to discuss the second quarter fiscal 2017 financial results is scheduled for today, July 27, 2017, at 4:30 p.m. Eastern Time. A live audio webcast of the conference call, together with related materials, will be available online at ir.flooranddecor.com.
A recorded replay of the conference call is expected to be available approximately two hours of the conclusion of the call and can be accessed both online at ir.flooranddecor.com and by dialing 844-512-2921 (international callers please dial 412-317-6671). The pin number to access the telephone replay is 8629077. The replay will be available until August 3, 2017.
About Floor & Decor Holdings, Inc.
Floor & Decor is a multi-channel specialty retailer of hard surface flooring and related accessories, offering a broad in-stock assortment of tile, wood, laminate and natural stone flooring along with decorative and installation accessories at everyday low prices.
Forward-Looking Statements
This release and the associated webcast/conference call contain forward-looking statements, including with respect to the Company’s estimated net sales, comparable store sales growth, GAAP EPS, adjusted diluted EPS, diluted share count, adjusted EBITDA, warehouse format store count and new warehouse format stores for both the thirteen weeks ended 9/28/17 and all of fiscal 2017 and with respect to the Company’s estimated depreciation and amortization expenses, interest expense, tax rate and capital expenditures for fiscal 2017. All statements other than statements of historical fact contained in this release, including statements regarding the Company’s future operating results and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “budget,” “potential,” “focused on” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Although the Company believes that the expectations reflected in the forward-looking statements in this release are reasonable, the Company cannot guarantee future events, results, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this release or the associated webcast/conference call, including, without limitation, those factors described in “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” sections and elsewhere in the Company’s final prospectus, dated April 26, 2017 and filed with the SEC in accordance with Rule 424(b) of the Securities Act of 1933 on April 28, 2017.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this release or the associated webcast/conference call speak only as of the date hereof. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking statements occurs, the Company’s business, financial condition and operating results may vary materially from those expressed in the Company’s forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein or in the associated webcast/conference call, whether as a result of any new information, future events or otherwise, including the Company’s estimated net sales, comparable store sales growth, GAAP EPS, adjusted diluted EPS, diluted share count, adjusted diluted weighted average shares outstanding, adjusted EBITDA, warehouse format store count and new warehouse format stores for both the thirteen weeks ended 9/28/17 and all of fiscal 2017 and with respect to the Company’s estimated depreciation and amortization expenses, interest expense, tax rate and capital expenditures for fiscal 2017.

CONTACT:
Investor Contacts:
Floor & Decor Holdings, Inc.
Matthew McConnell
770-257-1374
InvestorRelations@flooranddecor.com
or
ICR, Inc.
Farah Soi/Rachel Schacter
203-682-8200
InvestorRelations@flooranddecor.com