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):   August 2, 2018
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 August 2, 2018, Floor & Decor Holdings, Inc. issued a press release announcing its financial results for the quarter ended June 28, 2018.  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 9.01.       Financial Statements and Exhibits.
 (d)                 Exhibits:

Exhibit Number	Description	
	 	
99.1	Press Release, dated August 2, 2018	

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:	August 2, 2018		By:	/s/ David V. Christopherson		
	 		Name:	David V. Christopherson		
				 	
	 		Title:	Executive Vice President, Secretary and
General Counsel	

Exhibit Index

Exhibit No.	 	Description	
		 	
99.1		Press Release, dated August 2, 2018	

Exhibit 99.1
Floor & Decor Holdings, Inc. Announces Second Quarter Fiscal 2018 Financial Results
·	Net sales increased 26.2% from second quarter 2017 to $434.3 million
·	Comparable store sales increased 11.4% from second quarter 2017
·	Diluted earnings per share (“EPS”) increased 90.0% to $0.38 from $0.20 in the second quarter 2017; Adjusted diluted EPS increased 35.0% to $0.27 from $0.20 in the second quarter 2017
·	Provides third quarter and updates full year fiscal 2018 sales and earnings outlook
ATLANTA--(BUSINESS WIRE)--August 2, 2018--Floor & Decor Holdings, Inc. (NYSE:FND) (“We,” “Our” the “Company,” or “Floor & Decor”) announces its financial results for the second quarter of fiscal 2018, which ended June 28, 2018.
Tom Taylor, Chief Executive Officer, stated, “We are pleased with our solid second quarter performance. Floor & Decor’s differentiated business model with leading innovative product offerings, in-stock inventory, and compelling value proposition continues to resonate with both consumers and professional customers. I would like to thank all our associates for their hard work and their exceptional service to our customers.”
Mr. Taylor continued, “Our new stores’ first year sales and profitability have never been higher, and this reinforces our confidence in the 400 store opportunity we see for Floor & Decor. Our improving new store performance, combined with other strategic priorities, gives me confidence that our differentiated strategy is working well.”
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 28, 2018
·	Net sales increased 26.2% to $434.3 million from $344.0 million in the second quarter of fiscal 2017. Comparable store sales increased 11.4%, including an estimated 280 basis point benefit from post-hurricane demand in Houston.
·	The Company opened four new stores during the second quarter of fiscal 2018, ending the quarter with 88 warehouse format stores.
·	Operating income increased 9.2% to $37.2 million from $34.1 million in the second quarter of fiscal 2017.
·	Net income increased 95.0% to $39.8 million compared to $20.4 million in the second quarter of fiscal 2017. Diluted EPS was $0.38 compared to $0.20 in the second quarter of fiscal 2017.
·	Adjusted net income* increased 37.7% to $28.4 million compared to $20.6 million in the second quarter of fiscal 2017. Adjusted diluted EPS* was $0.27 compared to $0.20 in the second quarter of fiscal 2017, an increase of 35.0%.
·	Adjusted EBITDA* increased 16.0% to $50.7 million compared to $43.7 million in the second quarter of fiscal 2017.
For the Twenty-six Weeks Ended June 28, 2018
·	Net sales increased 28.5% to $837.2 million from $651.3 million in the first half of fiscal 2017. Comparable store sales increased 13.4%.
·	The Company opened five new stores during the first half of fiscal 2018.
·	Operating income increased 29.9% to $73.8 million from $56.8 million in the first half of fiscal 2017.
·	Net income increased 127.3% to $71.7 million compared to $31.6 million in the first half of fiscal 2017. Diluted EPS was $0.68 compared to $0.33 in the first half of fiscal 2017.
·	Adjusted net income* increased 63.2% to $55.1 million compared to $33.8 million in the first half of fiscal 2017. Adjusted diluted EPS* was $0.53 compared to $0.33 in the first half of fiscal 2017, an increase of 60.6%.
·	Adjusted EBITDA* increased 30.3% to $98.5 million compared to $75.6 million in the first half of fiscal 2017.
* Non-GAAP financial measures. Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below for more information.

 	
Third Quarter and Fiscal 2018 Sales and Earnings Outlook
(In millions, except EPS and store count)	

			Thirteen Weeks			
			Ended 9/27/2018			
Net sales			$427 - $433			
Comparable store sales			9.5% to 10.5%			
GAAP diluted EPS			$0.21 - $0.22			
Adjusted diluted EPS			$0.21 - $0.23			
Diluted weighted average shares outstanding			105.2			
Adjusted EBITDA			$45.9- $48.0			
Warehouse format store count			95			
New warehouse format stores			7			
					 	
			Updated Outlook		Prior Outlook	
			Twelve Months		Twelve Months	
			Ended 12/27/2018		Ended 12/27/2018	
Net sales			$1,696 - $1,710		$1,705 - $1,735	
Comparable store sales			9.0% to 10.0%		9.5% to 11.5%	
GAAP diluted EPS			$1.07 - $1.11		$0.98 - $1.06	
Adjusted diluted EPS			$0.93 - $0.96		$0.93 - $1.01	
Diluted weighted average shares outstanding			105.1		105.3	
Adjusted EBITDA			$188.7 - $193.2		$190.8 - $201.3	
Depreciation and amortization			Approximately $48		Approximately $48	
Interest expense			Approximately $8		Approximately $9	
Tax rate			23.4% for the remainder of fiscal 2018		23.4% for the remainder of fiscal 2018	
Warehouse format store count			100		100	
New warehouse format stores			17		17	
Capital Expenditures			$160 - $167		$150 - $158	
					 	
The above guidance includes certain non-GAAP financial measures (namely Adjusted EBITDA and Adjusted diluted EPS). Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below for more information.
Conference Call Details
A conference call to discuss the second quarter fiscal 2018 financial results is scheduled for today, August 2, 2018, at 9:00 a.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 13681459. The replay will be available until August 9, 2018.

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.
Comparable Store Sales
Comparable store sales refer to period-over-period comparisons of our net sales among the comparable store base, which has historically been when customers obtained possession of their product. Starting in 2018, when Accounting Standards Update No. 2014-19, “Revenue from Contracts with Customer” (Topic 606) was adopted, our comparable store sales refer to period-over-period comparisons of our net sales based on when the customer obtains control of their product, which is typically at the time of sale and may be slightly different than our historically reported net sales due to timing of when final delivery of the product has occurred. A store is included in the comparable store sales calculation on the first day of the thirteenth full fiscal month following a store’s opening, which is when we believe comparability has been achieved. Since our e-commerce sales are fulfilled by individual stores, they are included in comparable store sales only to the extent the fulfilling store meets the above mentioned store criteria. Changes in our comparable store sales between two periods are based on net sales for stores that were in operation during both of the two periods. Any change in square footage of an existing comparable store, including remodels and relocations, does not eliminate that store from inclusion in the calculation of comparable store sales. Stores that are closed temporarily and relocated within their primary trade areas are included in same store sales. Additionally, any stores that were closed during the current or prior fiscal year are excluded from the definition of comparable stores.
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 most directly comparable GAAP financial measure 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 items 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 on asset disposal, 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.
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)	
 	
	 	 	Thirteen Weeks Ended	 		
			6/28/2018	 	6/29/2017		% Increase	
			Actual	 	% of Sales		Actual	 	% of Sales		(Decrease)	
Net sales			$	434,279			100.0	%		$	344,047		100.0	%		26.2	%	
Cost of sales			 	256,641	 		59.1	 		 	201,819		58.7	 		27.2		
Gross profit				177,638			40.9				142,228		41.3			24.9		
Operating expenses:												
Selling & store operating expenses				108,626			25.0				85,650		24.9			26.8		
General & administrative expenses				25,179			5.8				19,518		5.6			29.0		
Pre-opening expenses			 	6,588	 		1.5	 		 	2,958		0.9	 		122.7		
Total operating expenses			 	140,393	 		32.3	 		 	108,126		31.4	 		29.8		
Operating income				37,245			8.6				34,102		9.9			9.2		
Interest expense				2,145			0.5				3,353		1.0			(36.0	)	
Loss on early extinguishment of debt			 	—	 		—	 		 	5,442		1.5	 		(100.0	)	
Income before income taxes				35,100			8.1				25,307		7.4			38.7		
Provision for income taxes			 	(4,746	)		(1.1	)		 	4,878		1.5	 		(197.3	)	
Net income			$	39,846	 		9.2	%		$	20,429		5.9	%		95.0	%	
Basic weighted average shares outstanding				96,684						90,861					
Diluted weighted average shares outstanding				104,937						99,919					
Basic earnings per share			$	0.41					$	0.22				86.4	%	
Diluted earnings per share			$	0.38					$	0.20				90.0	%	
											 	
			Twenty-six Weeks Ended			
			6/28/2018		6/29/2017		% Increase	
			Actual		% of Sales		Actual		% of Sales		(Decrease)	
Net sales			$	837,227			100.0	%		$	651,343		100.0	%		28.5	%	
Cost of sales			 	494,203	 		59.0	 		 	383,644		58.9	 		28.8		
Gross profit				343,024			41.0				267,699		41.1			28.1		
Operating expenses:												
Selling & store operating expenses				211,193			25.3				166,401		25.5			26.9		
General & administrative expenses				48,518			5.8				37,399		5.8			29.7		
Pre-opening expenses			 	9,562	 		1.1	 		 	7,125		1.1	 		34.2		
Total operating expenses			 	269,273	 		32.2	 		 	210,925		32.4	 		27.7		
Operating income				73,751			8.8				56,774		8.7			29.9		
Interest expense				3,929			0.5				8,767		1.4			(55.2	)	
Loss on early extinguishment of debt			 	—	 		—	 		 	5,442		0.8	 		(100.0	)	
Income before income taxes				69,822			8.3				42,565		6.5			64.0		
Provision for income taxes			 	(1,895	)		(0.3	)		 	11,008		1.7	 		(117.2	)	
Net income			$	71,717	 		8.6	%		$	31,557		4.8	%		127.3	%	
Basic weighted average shares outstanding				96,199						87,195					
Diluted weighted average shares outstanding				104,808						94,900					
Basic earnings per share			$	0.75					$	0.36				108.3	%	
Diluted earnings per share			$	0.68					$	0.33				106.1	%	

 	
Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)	
	 			 			
		As of		As of	
		June 28,		December 28,	
		2018		2017	
Assets							
Current assets:							
Cash and cash equivalents		$	547		$	556	
Income taxes receivable			15,866			12,472	
Receivables, net			41,343			54,041	
Inventories, net			432,446			427,950	
Prepaid expenses and other current assets		 	12,107		 	8,193	
Total current assets			502,309			503,212	
Fixed assets, net			271,500			220,952	
Intangible assets, net			109,346			109,362	
Goodwill			227,447			227,447	
Other assets		 	7,808		 	7,019	
Total long-term assets		 	616,101		 	564,780	
Total assets		$	1,118,410		$	1,067,992	
Liabilities and stockholders’ equity							
Current liabilities:							
Current portion of term loans		$	3,500		$	3,500	
Trade accounts payable			264,987			258,730	
Accrued expenses			62,162			74,547	
Deferred revenue		 	4,683		 	22,523	
Total current liabilities			335,332			359,300	
Term loans			143,198			144,562	
Revolving line of credit			13,600			41,000	
Deferred rent			30,650			25,570	
Deferred income tax liabilities, net			30,702			27,218	
Tenant improvement allowances			27,650			26,779	
Other liabilities		 	2,604		 	703	
Total long-term liabilities		 	248,404		 	265,832	
Total liabilities		 	583,736		 	625,132	
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 28, 2018 and December 28, 2017			—			—	
Common stock Class A, $0.001 par value; 450,000,000 shares authorized; 97,218,543
shares issued and outstanding at June 28, 2018 and 95,509,179 issued and outstanding
at December 28, 2017			97			96	
Common stock Class B, $0.001 par value; 10,000,000 shares authorized; 0 shares
issued and outstanding at June 28, 2018 and 0 shares issued and outstanding at December 28, 2017			—			—	
Common stock Class C, $0.001 par value; 30,000,000 shares authorized; 0 shares
issued and outstanding at June 28, 2018 and 0 shares issued and outstanding at December 28, 2017			—			—	
Additional paid-in capital			335,024			323,419	
Accumulated other comprehensive income (loss), net			460			(205)	
Retained earnings		 	199,093		 	119,550	
Total stockholders’ equity		 	534,674		 	442,860	
Total liabilities and stockholders’ equity		$	1,118,410		$	1,067,992	

 	
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)	
 	
	 	 	Twenty-six Weeks Ended	
			June 28,	 	June 29,	
			2018		2017	
Operating activities								
Net income			$	71,717		$	31,557	
Adjustments to reconcile net income to net cash provided by operating activities:								
Depreciation and amortization				23,632			18,058	
Non-cash loss on early extinguishment of debt				—			5,442	
Amortization of tenant improvement allowances				(2,165)			(1,547)	
Deferred income taxes				2,822			7,586	
Interest cap derivative contracts				(794)			—	
Stock based compensation expense				2,952			2,135	
Changes in operating assets and liabilities:				 			 	
Receivables, net				12,697			(3,967)	
Inventories, net				(14,989)			(73,771)	
Other assets				(3,306)			(1,643)	
Trade accounts payable				6,257			85,118	
Accrued expenses				(21,912)			(10,901)	
Income taxes				(5,320)			(7,868)	
Deferred revenue				2,441			7,063	
Deferred rent				4,955			5,994	
Tenant improvement allowances				3,034			3,124	
Other			 	1,902		 	59	
Net cash provided by operating activities				83,923			66,439	
Investing activities								
Purchases of fixed assets			 	(63,438)		 	(45,498)	
Net cash used in investing activities				(63,438)			(45,498)	
Financing activities								
Borrowings on revolving line of credit				129,300			111,700	
Payments on revolving line of credit				(156,700)			(129,900)	
Payments on term loans				(1,750)			(195,750)	
Net proceeds from initial public offering				—			192,082	
Proceeds from exercise of stock options				8,656			1,855	
Debt issuance costs			 	—		 	(993)	
Net cash used in financing activities			 	(20,494)		 	(21,006)	
Net decrease in cash and cash equivalents				(9)			(65)	
Cash and cash equivalents, beginning of the period			 	556		 	451	
Cash and cash equivalents, end of the period			$	547		$	386	
Supplemental disclosures of cash flow information								
Cash paid for interest			$	3,844		$	11,682	
Cash paid for income taxes			$	637		$	11,134	
Fixed assets accrued at the end of the period			$	18,596		$	8,472	
Fixed assets acquired as part of lease - paid for by lessor			$	—		$	1,786	

	 	 		
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except EPS)
(Unaudited)				
			 	
Adjusted diluted weighted average shares outstanding				
			 	
			Thirteen Weeks Ended	
			6/28/2018	 	6/29/2017	
Diluted weighted average shares outstanding (GAAP)				 104,937				99,919		
Adjustments for issuance of shares at IPO			 	 —	 		 	 3,011	 	
Adjusted diluted weighted average shares outstanding			 	 104,937	 		 	 102,930	 	
					 	
			Twenty-six Weeks Ended	
			6/28/2018		6/29/2017	
Diluted weighted average shares outstanding (GAAP)				104,808				94,900		
Adjustments for issuance of shares at IPO			 	—	 		 	6,579	 	
Adjusted diluted weighted average shares outstanding			 	104,808	 		 	101,479	 	
					 	
Adjusted net income and Adjusted diluted EPS				
			 	
			Thirteen Weeks Ended	
			6/28/2018		6/29/2017	
Net income (GAAP):			$	39,846			$	20,429		
Interest due to IPO (a)				—				1,365		
Term loan repricing (b)				—				195		
Secondary offering costs (c)				815				285		
Hurricane disaster recovery (d)				(205	)			—		
Loss on early extinguishment of debt (e)				—				5,442		
Miami distribution center exit (f)				581				—		
Tax benefit of stock option exercises (g)				(12,511	)			(4,408	)	
Tax impact of adjustments to net income (h)			 	(153	)		 	(2,696	)	
Adjusted net income			$	28,373	 		$	20,612	 	
Adjusted diluted weighted average shares outstanding				104,937				102,930		
Adjusted diluted EPS			$	0.27			$	0.20		
					 	
			Twenty-six Weeks Ended	
			6/28/2018		6/29/2017	
Net income (GAAP):			$	71,717			$	31,557		
Interest due to IPO (a)				—				4,095		
Term loan repricing (b)				—				686		
Secondary offering costs (c)				815				285		
Hurricane disaster recovery (d)				(516	)			—		
Loss on early extinguishment of debt (e)				—				5,442		
Miami distribution center exit (f)				581				—		
Tax benefit of stock option exercises (g)				(17,413	)			(4,408	)	
Tax impact of adjustments to net income (h)			 	(80	)		 	(3,888	)	
Adjusted net income			$	55,104	 		$	33,769	 	
Adjusted diluted weighted average shares outstanding				104,808				101,479		
Adjusted diluted EPS			$	0.53			$	0.33		

	 		
(a)		Adjustment to decrease interest expense due to utilizing net proceeds from the IPO of approximately $192.0 million to pay down a portion of the Term Loan Facility (as described in the Company’s Annual Report for fiscal 2017 filed with the Securities and Exchange Commission on March 5, 2018 (the “Annual Report”)).	
(b)		Adjustment to reflect the decrease in interest expense due to the repricing of the Term Loan Facility on March 31, 2017, to lower our interest rate by 0.75% and another 0.50% effective October 1, 2017 (as described in the Annual Report).	
(c)		For the period ended June 28, 2018, reflects costs accrued in connection with a secondary public offering of the Company’s common stock by certain of the Company’s stockholders completed on May 29, 2018 (the “May 2018 Secondary Offering”). For the period ended June 29, 2017, reflects costs accrued in connection with a secondary public offering of the Company’s common stock by certain of the Company’s stockholders completed on July 25, 2017 (the “July 2017 Secondary Offering”). The Company did not sell any shares in the secondary offerings and did not receive any proceeds from the sales of shares by the selling stockholders.	
(d)		Net insurance recoveries from hurricanes Harvey and Irma.	
(e)		Reflects the use of net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility (as described in the Annual Report), which resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million in 2017.	
(f)		Amounts for the thirteen and twenty-six weeks ended June 28, 2018 relate to costs incurred in connection with the closure of the Company’s Miami distribution center.	
(g)		Tax benefit due to stock option exercises.	
(h)		Adjustments for taxes related to pre-tax adjustments above.	

	 			 			
EBITDA and Adjusted EBITDA							
						 	
		Thirteen Weeks Ended	
		6/28/2018		6/29/2017	
Net income (GAAP)		$	39,846		$	20,429	
Depreciation and amortization (a)			10,683			8,026	
Interest expense			2,145			3,353	
Loss on early extinguishment of debt (b)			—			5,442	
Income tax expense (benefit)		 	(4,746)		 	4,878	
EBITDA			47,928			42,128	
Stock compensation expense (c)			1,537			1,250	
Other (d)		 	1,218		 	303	
Adjusted EBITDA		$	50,683		$	43,681	
		 	
		Twenty-six Weeks Ended	
		6/28/2018		6/29/2017	
Net income		$	71,717		$	31,557	
Depreciation and amortization (a)			20,911			15,794	
Interest expense			3,929			8,767	
Loss on early extinguishment of debt (b)			—			5,442	
Income tax expense (benefit)		 	(1,895)		 	11,008	
EBITDA			94,662			72,568	
Stock compensation expense (c)			2,952			2,135	
Other (d)		 	896		 	875	
Adjusted EBITDA		$	98,510		$	75,578	

	 		
(a)		Net of amortization of tenant improvement allowances and excludes deferred financing amortization, which is included as a part of interest expense in the table above.	
(b)		Reflects the use of net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, which resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million in 2017 (as described in the Annual Report).	
(c)		Non-cash charges related to stock-based compensation programs, which vary from period to period depending on timing of awards and forfeitures.	
(d)		Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the thirteen and twenty-six weeks ended June 28, 2018, primarily relate to costs associated with the May 2018 Secondary Offering, the closing of the Company’s distribution center near Miami, Florida and expenses, net of insurance recoveries from hurricanes Harvey and Irma. Amounts for the thirteen and twenty-six weeks ended June 29, 2017, relate to costs associated with the IPO and the July 2017 Secondary Offering.	

 	
Reconciliation of GAAP to Non-GAAP Financial Measures -
Third Quarter 2018 Sales and Earnings Outlook
(In millions, except per share data)
(Unaudited)	
 	
Adjusted net income and Adjusted diluted EPS	
	 	 			 			 			
			Thirteen Weeks Ended	
			9/27/2018		9/28/2017	
			Low End		High End		Actual	
Net income (GAAP):			$	22.0		$	23.5		$	23.3	
Term loan repricing (a)				—			—			0.2	
Secondary offering costs (b)				—			—			0.7	
Hurricane disaster expenses (c)				—			—			0.5	
Miami distribution center exit (d)				0.7			0.7			—	
Tax benefit of stock option exercises (e)				—			—			(6.8)	
Tax impact of adjustments to net income (f)			 	(0.2)		 	(0.2)		 	(0.5)	
Adjusted net income			$	22.5		$	24.0		$	17.3	
Adjusted weighted average shares outstanding				105.2			105.2			103.9	
Adjusted diluted EPS			$	0.21		$	0.23		$	0.17	

	 		
(a)		Adjustment to reflect the decrease in interest expense due to the repricing of the Term Loan Facility on March 31, 2017, to lower our interest rate by 0.75% and another 0.50% effective October 1, 2017 (as described in the Annual Report).	
(b)		Reflects costs accrued in connection with the July 2017 Secondary Offering. 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.	
(c)		Expenses and losses from hurricanes Harvey and Irma recorded in the third quarter of 2017.	
(d)		Reflects costs associated with the closing of the Company’s Miami distribution center.	
(e)		Tax benefit due to stock option exercises.	
(f)		Adjustment for taxes related to pre-tax adjustments above.	

 	
EBITDA and Adjusted EBITDA	
 	
	 	 	Thirteen Weeks Ended	
			9/27/2018	 	9/28/2017	
			Low End	 	High End		Actual	
Net income (GAAP):			$	22.0		$	23.5		$	23.3	
Depreciation and amortization (a)				12.6			12.6			8.5	
Interest expense				2.2			2.2			2.6	
Income tax expense			 	6.7		 	7.3		 	2.7	
EBITDA				43.5			45.6			37.1	
Stock compensation expense (b)				1.7			1.7			1.4	
Other (c)			 	0.7		 	0.7		 	1.2	
Adjusted EBITDA			$	45.9		$	48.0		$	39.7	

	 		
(a)		Net of amortization of tenant improvement allowances and excludes deferred financing amortization, which is included as a part of interest expense in the table above.	
(b)		Non-cash charges related to stock-based compensation programs, which vary from period to period depending on timing of awards and forfeitures.	
(c)		Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the thirteen weeks ended September 27, 2018 relate to the closing of the Company’s Miami distribution center. Amounts for the thirteen weeks ended September 28, 2017, relate to costs associated with the July 2017 Secondary Offering and expenses and losses from hurricanes Harvey and Irma.	

	 	 		
Reconciliation of GAAP to Non-GAAP Financial Measures
Fiscal Year 2018 Sales and Earnings Outlook
(In millions, except per share data)
(Unaudited)	
			 	
Adjusted diluted weighted average shares outstanding				
			Year Ended	
			12/27/2018	 	12/28/2017	
			Low End	 	High End		Actual	
Diluted weighted average shares outstanding (GAAP)				105.1				105.1				99.7		
Adjustments for issuance of shares at IPO			 	—	 		 	—	 		 	3.3	 	
Adjusted diluted weighted average shares outstanding			 	105.1	 		 	105.1	 		 	102.9	 	
			 	
Adjusted net income and Adjusted diluted EPS				
			Year Ended	
			12/27/2018		12/28/2017	
			Low End		High End		Actual	
Net income (GAAP):			$	112.9			$	116.4			$	102.8		
Interest due to IPO (a)				—				—				4.1		
Term loan repricing (b)				—				—				0.9		
Secondary offering costs (c)				0.8				0.8				1.7		
Hurricane disaster expenses (recovery) (d)				(0.5	)			(0.5	)			0.1		
Loss on early extinguishment of debt (e)				—				—				5.4		
Miami distribution center exit (f)				2.0				2.0				—		
Tax benefit of stock option exercises (g)				(17.4	)			(17.4	)			(21.8	)	
Research and development tax credits (h)				—				—				(0.4	)	
Deferred tax adjustment for tax reform (i)				—				—				(17.8	)	
Tax impact of adjustments to net income (j)			 	(0.5	)		 	(0.5	)		 	(3.9	)	
Adjusted net income			$	97.3	 		$	100.8	 		$	71.0	 	
Adjusted weighted average shares outstanding				105.1				105.1				102.9		
Adjusted diluted EPS			$	0.93			$	0.96			$	0.69		
													 	
Certain numbers may not sum due to rounding

(a)		Adjustment to decrease interest expense due to utilizing net IPO proceeds of approximately $192.0 million to pay down a portion of the Term Loan Facility (as described in the Annual Report).	
(b)		Adjustment to reflect the decrease in interest expense due to the repricing of the Term Loan Facility on March 31, 2017, to lower our interest rate by 0.75% and another 0.50% effective October 1, 2017 (as described in the Annual Report).	
(c)		Amounts for the year ended 2018 relate to costs accrued in connection with the May 2018 Secondary Offering. Amounts for the year ended 2017 relate to costs accrued in connection with the July 2017 Secondary Offering and a secondary public offering of the Company’s common stock by certain of the Company’s stockholders completed on November 20, 2017 (the “November 2017 Secondary Offering”). The Company did not sell any shares in the secondary offerings and did not receive any proceeds from the sales of shares by the selling stockholders.	
(d)		Expenses and losses, net of recoveries, from hurricanes Harvey and Irma recorded in 2018 and 2017.	
(e)		Reflects the use of net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, which resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million in 2017 (as described in the Annual Report).	
(f)		Reflects costs associated with the closing of the Company’s Miami distribution center.	
(g)		Tax benefit due to stock option exercises.	
(h)		Research and development tax credits related to prior periods recorded as a reduction of current year tax expense.	
(i)		Effect of our deferred tax rate adjustment to reflect the expected rate our deferred tax liabilities and assets will actualize at in future periods related to the 2017 tax reform act passed in December 2017.	
(j)		Adjustment for taxes related to pre-tax adjustments above.	

	 	 			 			 			
EBITDA and Adjusted EBITDA											
										 	
			Year Ended	
			12/27/2018		12/28/2017	
			Low End		High End		Actual	
Net income (GAAP):			$	112.9		$	116.4		$	102.8	
Depreciation and amortization (a)				47.5			47.5			33.5	
Interest expense				8.3			8.3			13.8	
Loss on early extinguishment of debt (b)				—			—			5.4	
Income tax expense			 	10.7		 	11.7		 	(4.2)	
EBITDA				179.4			183.9			151.3	
Stock compensation expense (c)				6.9			6.9			5.0	
Loss on asset disposal				0.1			0.1			0.1	
Other (d)			 	2.3		 	2.3		 	2.4	
Adjusted EBITDA			$	188.7		$	193.2		$	158.8	

	 		
(a)		Net of amortization of tenant improvement allowances and excludes deferred financing amortization, which is included as a part of interest expense in the table above.	
(b)		Reflects the use of net proceeds from the IPO of approximately $192.0 million to repay a portion of the amounts outstanding under the Term Loan Facility, which resulted in a loss on extinguishment of debt in the amount of approximately $5.4 million (as described in the Annual Report).	
(c)		Non-cash charges related to stock-based compensation programs, which vary from period to period depending on timing of awards and forfeitures.	
(d)		Other adjustments include amounts management does not consider indicative of our core operating performance. Amounts for the year ended 2018 relate to costs associated with the closing of the May 2018 Secondary Offering, the closing of the Company’s Miami distribution center and expenses, net of insurance recoveries from hurricanes Harvey and Irma. Amounts for the year ended 2017 relate to costs associated with the IPO, the July 2017 Secondary Offering and November 2017 Secondary Offering, and expenses and losses, net of recoveries, from hurricanes Harvey and Irma.	

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, diluted EPS, Adjusted diluted EPS, diluted weighted average shares outstanding, Adjusted EBITDA, warehouse format store count and new warehouse format stores for both the thirteen weeks ended September 27, 2018 and all of fiscal 2018 and with respect to the Company’s estimated depreciation and amortization expenses, interest expense, tax rate and capital expenditures for fiscal 2018. 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. Forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business, the economy and other future conditions, including the impact of recent natural disasters on sales.
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 contained 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 Item 1A, “Risk Factors” of Part I and Item 7, “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of the Annual Report, and “Business” sections and elsewhere in the Annual Report.
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, diluted EPS, Adjusted diluted EPS, diluted weighted average shares outstanding, Adjusted EBITDA, warehouse format store count and new warehouse format stores for both the thirteen weeks ended September 27, 2018 and all of fiscal 2018 and with respect to the Company’s estimated depreciation and amortization expenses, interest expense, tax rate and capital expenditures for fiscal 2018.

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