アームストロングワールドIndsの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-2116

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)


Pennsylvania	23-0366390
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2500 Columbia Avenue, Lancaster, Pennsylvania	17603
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.01 par value per share

    AWI

    New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Armstrong World Industries, Inc.’s common stock outstanding as of April 25, 2024 – 43,758,250.

TABLE OF CONTENTS


		PAGE
Cautionary Note Regarding Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

When we refer to “AWI,” the “Company,” “we,” “our” or “us,” we are referring to Armstrong World Industries, Inc. and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, our expectations concerning our markets, broader economic conditions and their effect on our operating results; our expectations regarding the payment of dividends; and our ability to increase revenues, earnings and earnings before interest, taxes, depreciation and amortization. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:

Risks Related to Our Operations

•

changes in key customer relationships;

•

availability and costs of manufacturing inputs or sourced products;

•

financial contribution of Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Enterprises, Inc.;

•

labor;

•

cost savings and productivity initiatives;

•

progress towards environmental, social and governance (“ESG”) and sustainability objectives and related compliance;

Risks Related to Our Strategy

•

benefits from strategic initiatives, including investments in digitalization and product innovation;

•

identification, completion and successful integration of strategic transactions;

Risks Related to Financial Matters

•

our liquidity needs and indebtedness;

•

ability to make dividend payments and stock repurchases;

•

unanticipated negative tax consequences;

•

defined benefit plan obligations;

Risks Related to Legal and Regulatory Matters

•

environmental liability exposure;

•

claims and litigation;

•

effectiveness of intellectual property rights protection;

•

operations in Canada and Latin America; information technology disruptions and cybersecurity breaches;

Risks Related to General Economic and Other Factors

•

economic conditions;

•

construction activity;

•

market competition;

•

customer consolidation;

•

dependence on third-party vendors and suppliers;

•

geographic concentration;

•

public health epidemics or pandemics; and

•

other risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), press releases and other communications, including those set forth under “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Such forward-looking statements speak only as of the date they are made. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Income

(amounts in millions, except per share data)

Unaudited


	Three Months Ended
	March 31,
	2024			2023
Net sales	$	326.3		$	310.2
Cost of goods sold		202.0			198.1
Gross profit		124.3			112.1
Selling, general and administrative expenses		65.7			62.7
(Gain) related to change in fair value of contingent consideration		(0.3	)		-
Equity (earnings) from unconsolidated affiliates, net		(27.2	)		(20.8	)
Operating income		86.1			70.2
Interest expense		9.0			8.7
Other non-operating (income), net		(3.1	)		(2.4	)
Earnings before income taxes		80.2			63.9
Income tax expense		20.3			16.6
Net earnings	$	59.9		$	47.3
Other comprehensive (loss), net of tax:
Foreign currency translation adjustments		(0.8	)		(0.1	)
Derivative gain (loss), net		0.5			(2.2	)
Pension and postretirement adjustments		(0.6	)		0.2
Total other comprehensive (loss)		(0.9	)		(2.1	)
Total comprehensive income	$	59.0		$	45.2
Net earnings per share of common stock:
Basic	$	1.37		$	1.04
Diluted	$	1.36		$	1.04
Average number of common shares outstanding:
Basic		43.8			45.4
Diluted		44.1			45.5

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 9.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Balance Sheets

(amounts in millions, except share and per share data)


	Unaudited
	March 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	69.6		$	70.8
Accounts and notes receivable, net		125.4			111.0
Inventories, net		106.4			104.0
Income taxes receivable		0.4			0.8
Other current assets		28.9			26.4
Total current assets		330.7			313.0
Property, plant, and equipment, less accumulated depreciation and amortization of $614.1 and $598.2, respectively		559.9			566.4
Operating lease assets		26.7			26.6
Finance lease assets		27.8			25.2
Prepaid pension costs		86.1			84.6
Investments in unconsolidated affiliates		26.2			17.4
Goodwill		175.3			175.5
Intangible assets, net		408.6			412.4
Other non-current assets		50.2			51.3
Total assets	$	1,691.5		$	1,672.4
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	22.5		$	22.5
Accounts payable and accrued expenses		131.1			159.9
Operating lease liabilities		6.9			6.8
Finance lease liabilities		3.0			3.0
Income taxes payable		20.9			2.3
Total current liabilities		184.4			194.5
Long-term debt, less current installments		558.9			564.3
Operating lease liabilities		20.5			20.4
Finance lease liabilities		26.4			23.4
Postretirement benefit liabilities		42.1			42.4
Pension benefit liabilities		26.6			26.9
Other long-term liabilities		24.4			26.8
Income taxes payable		15.5			15.0
Deferred income taxes		165.9			166.9
Total non-current liabilities		880.3			886.1
Shareholders’ equity:
Common stock, $0.01 par value per share, 200 million shares authorized, 63,072,232 shares issued and 43,777,371 shares outstanding as of March 31, 2024 and 63,054,340 shares issued and 43,902,061 shares outstanding as of December 31, 2023		0.6			0.6
Capital in excess of par value		595.3			591.7
Retained earnings		1,394.1			1,346.6
Treasury stock, at cost, 19,294,861 shares as of March 31, 2024 and 19,152,279 shares as of December 31, 2023		(1,257.6	)		(1,242.4	)
Accumulated other comprehensive (loss)		(105.6	)		(104.7	)
Total shareholders’ equity		626.8			591.8
Total liabilities and shareholders’ equity	$	1,691.5		$	1,672.4

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 9.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(amounts in millions, except share and per share data)

Unaudited


	Three Months Ended March 31, 2024
																	Accumulated
						Additional											Other
	Common Stock					Paid-In		Retained			Treasury Stock						Comprehensive
	Shares			Amount		Capital		Earnings			Shares			Amount			(Loss)			Total
December 31, 2023		43,902,061		$	0.6	$	591.7	$	1,346.6			19,152,279		$	(1,242.4	)	$	(104.7	)	$	591.8
Stock issuance, net		17,892			-		-		-			-			-			-			-
Cash dividends - $0.28 per common share		-			-		-		(12.4	)		-			-			-			(12.4	)
Share-based employee compensation		-			-		3.6		-			-			-			-			3.6
Net earnings		-			-		-		59.9			-			-			-			59.9
Other comprehensive (loss)		-			-		-		-			-			-			(0.9	)		(0.9	)
Acquisition of treasury stock		(142,582	)		-		-		-			142,582			(15.2	)		-			(15.2	)
March 31, 2024		43,777,371		$	0.6	$	595.3	$	1,394.1			19,294,861		$	(1,257.6	)	$	(105.6	)	$	626.8

	Three Months Ended March 31, 2023
																	Accumulated
						Additional											Other
	Common Stock					Paid-In		Retained			Treasury Stock						Comprehensive
	Shares			Amount		Capital		Earnings			Shares			Amount			(Loss)			Total
December 31, 2022		45,572,185		$	0.6	$	573.6	$	1,169.9			17,364,635		$	(1,109.0	)	$	(100.1	)	$	535.0
Stock issuance, net		12,328			-		-		-			(76	)		-			-			-
Cash dividends - $0.254 per common share		-			-		-		(11.7	)		-			-			-			(11.7	)
Share-based employee compensation		-			-		3.6		-			-			-			-			3.6
Net earnings		-			-		-		47.3			-			-			-			47.3
Other comprehensive (loss)		-			-		-		-			-			-			(2.1	)		(2.1	)
Acquisition of treasury stock		(367,269	)		-		-		-			367,269			(27.3	)		-			(27.3	)
March 31, 2023		45,217,244		$	0.6	$	577.2	$	1,205.5			17,731,828		$	(1,136.3	)	$	(102.2	)	$	544.8

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 9.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(amounts in millions)

Unaudited


	Three Months Ended
	March 31,
	2024			2023

Cash flows from operating activities:
Net earnings	$	59.9		$	47.3
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		24.3			20.9
Deferred income taxes		(1.0	)		(0.3	)
Share-based compensation		4.1			3.9
Equity earnings from unconsolidated affiliates		(27.2	)		(20.8	)
(Gain) from change in fair value of contingent consideration		(0.3	)		-
Payment of contingent consideration in excess of acquisition-date fair value		-			(5.0	)
Other non-cash adjustments, net		-			(0.1	)
Changes in operating assets and liabilities:
Receivables		(25.1	)		(16.1	)
Inventories		(2.5	)		(3.5	)
Accounts payable and accrued expenses		(18.2	)		(11.7	)
Income taxes receivable and payable, net		19.5			15.5
Other assets and liabilities		(7.1	)		(3.9	)
Net cash provided by operating activities		26.4			26.2
Cash flows from investing activities:
Purchases of property, plant and equipment		(14.7	)		(22.3	)
Return of investment from joint venture		23.4			20.8
Investment in unconsolidated affiliate		(5.5	)		-
Proceeds from company owned life insurance, net		2.7			-
Net cash provided by (used for) investing activities		5.9			(1.5	)
Cash flows from financing activities:
Proceeds from revolving credit facility		25.0			25.0
Payments of revolving credit facility		(25.0	)		(10.0	)
Payments of long-term debt		(5.6	)		-
Payments for finance leases		(0.8	)		(0.6	)
Dividends paid		(12.3	)		(11.6	)
Proceeds (payments) from share-based compensation plans, net of tax		0.6			(0.3	)
Payments of acquisition-related contingent consideration		-			(10.2	)
Payments for treasury stock acquired		(15.0	)		(27.0	)
Net cash (used for) financing activities		(33.1	)		(34.7	)
Effect of exchange rate changes on cash and cash equivalents		(0.4	)		-
Net (decrease) in cash and cash equivalents		(1.2	)		(10.0	)
Cash and cash equivalents at beginning of year		70.8			106.0
Cash and cash equivalents at end of period	$	69.6		$	96.0
Supplemental Cash Flow Disclosures:
Interest paid	$	8.5		$	8.4
Income tax payments, net		1.7			1.5
Amounts in accounts payable for capital expenditures		0.4			2.5

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 9.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

NOTE 1. BUSINESS AND BASIS OF PRESENTATION

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

Except as disclosed in this note, the accounting policies used in preparing the Condensed Consolidated Financial Statements in this Form 10-Q are the same as those used in preparing the Consolidated Financial Statements for the year ended December 31, 2023. These statements should therefore be read in conjunction with the Consolidated Financial Statements and notes that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of management, all adjustments of a normal recurring nature have been included to provide a fair statement of the results for the reporting periods presented. Operating results for the first quarter of 2024 and 2023 included in this report are unaudited. Quarterly results are not necessarily indicative of annual earnings, primarily due to the different level of sales in each quarter of the year and the possibility of changes in general economic conditions.

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

Acquisitions and Investments in Unconsolidated Affiliates

In January 2024, we entered into a strategic partnership and equity investment in Overcast Innovations LLC (“Overcast”) with McKinstry Essention, LLC whereby we contributed $5.5 million in exchange for a 19.5% ownership interest in Overcast, with future rights to increase our ownership interest. Overcast is a solutions company offering prefabricated ceiling cloud systems, modular grid platforms and engineering design services to reduce waste and inefficiencies in the built environment. Our investment and equity earnings in Overcast are included in our Unallocated Corporate segment.

In October 2023, we acquired a portion of the business and certain assets of Insolcorp, LLC (“Insolcorp”), based in Albemarle, NC, used to develop, test and manufacture energy saving products deployed in building and roofing installations. The acquired operations, assets and liabilities of Insolcorp are included in our Mineral Fiber segment.

In July 2023, we acquired all of the issued and outstanding stock of BOK Modern, LLC (“BOK”), based in San Rafael, CA. BOK is a designer of metal facade architectural solutions. The operations, assets and liabilities of BOK are included in our Architectural Specialties segment.

Subsequent Event

In April 2024, we acquired all of the issued and outstanding membership interests in 3form, LLC, a subsidiary of Hunter Douglas, Inc. (“3form”), for a purchase price of $95.0 million. 3form, based in Salt Lake City, UT, is a designer and manufacturer of architectural resin and glass products used for specialty walls, partitions and ceilings, with three U.S. based production and design facilities and 2023 revenues of approximately $96 million.

NOTE 2. SEGMENT RESULTS


	Three Months Ended
	March 31,
	2024		2023
Net sales
Mineral Fiber	$	239.6	$	228.4
Architectural Specialties		86.7		81.8
Total net sales	$	326.3	$	310.2

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

Our product-based Mineral Fiber and Architectural Specialties segment net sales represent the product-based group offerings we sell to external customers.


	Three Months Ended
	March 31,
	2024			2023
Segment operating income (loss)
Mineral Fiber	$	79.2		$	63.8
Architectural Specialties		7.7			7.2
Unallocated Corporate		(0.8	)		(0.8	)
Total consolidated operating income	$	86.1		$	70.2


	Three Months Ended
	March 31,
	2024			2023
Total consolidated operating income	$	86.1		$	70.2
Interest expense		9.0			8.7
Other non-operating (income), net		(3.1	)		(2.4	)
Earnings before income taxes	$	80.2		$	63.9


	March 31, 2024		December 31, 2023
Segment assets
Mineral Fiber	$	1,097.9	$	1,091.9
Architectural Specialties		430.0		421.1
Unallocated Corporate		163.6		159.4
Total consolidated assets	$	1,691.5	$	1,672.4

NOTE 3. REVENUE

Disaggregation of Revenues

Our Mineral Fiber and Architectural Specialties operating segments both manufacture and sell ceiling and wall systems (primarily mineral fiber, fiberglass wool, metal, wood, felt, wood fiber and glass-reinforced-gypsum) throughout the Americas. We disaggregate revenue based on our product-based segments and major customer channels, as they represent the most appropriate depiction of how the nature, amount and timing of revenues and cash flows are affected by economic factors. Net sales by major customer channel are as follows:

Distributors – represents net sales to building materials distributors who re-sell our products to contractors, subcontractors’ alliances, large architect and design firms, and major facility owners. Geographically, this category includes sales throughout the U.S., Canada, and Latin America.

Home centers – represents net sales to home centers, such as Lowe’s Companies, Inc. and The Home Depot, Inc. This category includes sales primarily to U.S. customers.

Direct customers – represents net sales to contractors, subcontractors, and large architect and design firms. This category includes sales primarily to U.S. customers.

Other – represents net sales to independent retailers and certain national account customers, including wholesalers who re-sell our products to dealers who service builders, contractors and consumers, online customers, major facility owners, group purchasing organizations and maintenance, repair and operating entities. Geographically, this category includes sales throughout the U.S., Canada, and Latin America.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

The following tables provide net sales by major customer channel within our Mineral Fiber and Architectural Specialties segments for the three months ended March 31, 2024 and 2023:


	Three Months Ended
	March 31,
Mineral Fiber	2024		2023
Distributors	$	169.3	$	159.8
Home centers		31.0		31.1
Direct customers		13.1		14.7
Other		26.2		22.8
Total	$	239.6	$	228.4


	Three Months Ended
	March 31,
Architectural Specialties	2024		2023
Distributors	$	53.8	$	39.2
Direct customers		30.0		42.0
Other		2.9		0.6
Total	$	86.7	$	81.8

NOTE 4. ACCOUNTS AND NOTES RECEIVABLE


	March 31, 2024			December 31, 2023
Customer receivables	$	120.5		$	102.1
Miscellaneous receivables		8.1			11.8
Less allowance for warranties, discounts and losses		(3.2	)		(2.9	)
Accounts and notes receivable, net	$	125.4		$	111.0

We sell our products to select, pre-approved customers whose businesses are affected by changes in economic and market conditions. We consider these factors and the financial condition of each customer when establishing our allowance for losses from doubtful accounts.

NOTE 5. INVENTORIES


	March 31, 2024			December 31, 2023
Finished goods	$	58.9		$	55.1
Goods in process		6.2			5.1
Raw materials and supplies		66.6			66.7
Less LIFO reserves		(25.3	)		(22.9	)
Total inventories, net	$	106.4		$	104.0

NOTE 6. OTHER CURRENT ASSETS


	March 31, 2024		December 31, 2023
Prepaid expenses	$	17.3	$	15.9
Assets held for sale		6.7		6.7
Fair value of derivative assets		1.9		1.1
Other		3.0		2.7
Total other current assets	$	28.9	$	26.4

As of March 31, 2024 and December 31, 2023, assets held for sale included the land and property, plant and equipment of our idled Mineral Fiber plant in St. Helens, Oregon and the building and related land of an Architectural Specialties design center in Chicago, Illinois.

NOTE 7. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Investments in unconsolidated affiliates include our 50% equity interest in Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Enterprises, Inc., and our 19.5% equity interest in Overcast. Both the WAVE joint venture and Overcast investment are reflected within our Condensed Consolidated Financial Statements using the equity method of accounting. WAVE is reflected as a component of our Mineral Fiber segment while Overcast is included as a component of our Unallocated Corporate segment.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

Condensed financial statement data for WAVE is summarized below.


	Three Months Ended
	March 31,
	2024		2023
Net sales	$	125.8	$	109.5
Gross profit		76.7		62.3
Net earnings		57.0		43.8

The following table presents equity (earnings) loss from our unconsolidated affiliates for the three months ended March 31, 2024 and 2023:


	Three Months Ended
	March 31,
	2024			2023
WAVE	$	(27.4	)	$	(20.8	)
Overcast		0.2			-
Equity (earnings) from unconsolidated affiliates, net	$	(27.2	)	$	(20.8	)

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

The following table details amounts related to our goodwill and intangible assets as of March 31, 2024 and December 31, 2023:


		March 31, 2024				December 31, 2023
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Customer relationships	2-20 years	$	183.5	$	154.7	$	183.6	$	152.1
Developed technology	13-20 years		101.7		84.7		101.4		84.4
Software	5-7 years		15.6		5.3		15.6		4.6
Trademarks and brand names	3-20 years		6.2		3.5		6.2		3.4
Non-compete agreements	3-5 years		5.9		3.9		6.1		3.8
Other	Various		2.8		0.2		2.8		0.2
Total		$	315.7	$	252.3	$	315.7	$	248.5
Non-amortizing intangible assets
Trademarks and brand names	Indefinite		345.2				345.2
Total intangible assets		$	660.9			$	660.9

Goodwill	Indefinite	$	175.3			$	175.5

The decrease in goodwill as of March 31, 2024 compared to December 31, 2023 was due to foreign exchange movements.


	Three Months Ended
	March 31,
	2024		2023
Amortization expense	$	4.1	$	3.5

NOTE 9. OTHER NON-CURRENT ASSETS


	March 31, 2024		December 31, 2023
Cash surrender value of company-owned life insurance policies	$	38.4	$	40.3
Investment in employee deferred compensation plans		10.8		8.3
Fair value of derivative assets		-		1.8
Other		1.0		0.9
Total other non-current assets	$	50.2	$	51.3

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

NOTE 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


	March 31, 2024		December 31, 2023
Payables, trade and other	$	87.2	$	91.0
Employment costs		9.0		33.6
Current portion of pension and postretirement liabilities		8.0		8.0
Other		26.9		27.3
Total accounts payable and accrued expenses	$	131.1	$	159.9

NOTE 11. INCOME TAX EXPENSE


	Three Months Ended
	March 31,
	2024			2023
Earnings before income taxes	$	80.2		$	63.9
Income tax expense		20.3			16.6
Effective tax rate		25.3	%		26.0	%

The effective tax rate for the first quarter of 2024 was lower compared to the same period in 2023 due primarily to an increase in our valuation allowance for capital loss carryforwards recorded in the first quarter of 2023.

It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. However, an estimate of the range of reasonably possible outcomes cannot be reliably made at this time. Changes to unrecognized tax benefits could result from the expiration of statutes of limitations, the completion of ongoing examinations, or other unforeseen circumstances.

NOTE 12. DEBT

Our long-term debt is comprised of borrowings outstanding under our $950.0 million variable rate senior credit facility, which is comprised of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $450.0 million Term Loan A. As of March 31, 2024 and December 31, 2023, the principal balance of our Term Loan A was $444.4 million and $450.0 million, respectively. As of March 31, 2024 and December 31, 2023, borrowings outstanding under our revolving credit facility were $140.0 million. We also have a $25.0 million bi-lateral letter of credit facility.

We utilize lines of credit and other commercial commitments to ensure that adequate funds are available to meet operating requirements. Letters of credit are currently arranged through our revolving credit facility and our bi-lateral facility. Letters of credit may be issued to third party suppliers, insurance companies and financial institutions and typically can only be drawn upon in the event of AWI’s failure to pay its obligations to the beneficiary. The following table presents details related to our letters of credit facilities:


	March 31, 2024
Financing Arrangements	Limit		Used		Available
Bi-lateral facility	$	25.0	$	7.7	$	17.3
Revolving credit facility		150.0		-		150.0
Total	$	175.0	$	7.7	$	167.3

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

NOTE 13. PENSIONS AND OTHER BENEFIT PROGRAMS

Following are the components of net periodic benefit costs (credits):


	Three Months Ended
	March 31,
	2024			2023
U.S. defined benefit plans:
Pension benefits
Service cost of benefits earned during the period	$	0.6		$	0.7
Interest cost on projected benefit obligation		4.2			4.2
Expected return on plan assets		(6.1	)		(6.2	)
Amortization of net actuarial loss		1.3			1.3
Net periodic pension cost	$	-		$	-
Retiree health and life insurance benefits
Interest cost on projected benefit obligation	$	0.5		$	0.7
Amortization of prior service cost		(0.1	)		-
Amortization of net actuarial gain		(2.1	)		(1.5	)
Net periodic postretirement credit	$	(1.7	)	$	(0.8	)

Excluded from the table above is the net periodic pension cost associated with an unfunded defined benefit pension plan in Germany that was not included as part of prior dispositions. This plan is reported as a component of our Unallocated Corporate segment. Net periodic pension cost for this plan was immaterial for the three months ended March 31, 2024 and 2023.

The service cost component of net benefit cost has been presented in the Condensed Consolidated Statements of Earnings and Comprehensive Income within cost of goods sold and selling, general and administrative (“SG&A”) expenses for all periods presented, which are the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are presented in the Condensed Consolidated Statements of Earnings and Comprehensive Income separately from the service cost component within other non-operating income, net.

NOTE 14. FINANCIAL INSTRUMENTS AND CONTINGENT CONSIDERATION

We do not hold or issue financial instruments for trading purposes. The estimated fair values of our financial instruments and contingent consideration are as follows:


	March 31, 2024						December 31, 2023
	Carrying amount			Estimated fair value			Carrying amount			Estimated fair value
Assets (liabilities), net:
Total long-term debt, including current portion	$	(581.4	)	$	(581.4	)	$	(586.8	)	$	(586.8	)
Interest rate swap contracts		1.0			1.0			(0.4	)		(0.4	)
Acquisition-related contingent consideration		(1.3	)		(1.3	)		(1.6	)		(1.6	)

The carrying amounts of cash and cash equivalents, customer receivables and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt are based on data for our Term Loan A debt from a major financial institution. The fair value estimates for interest rate swap contracts are estimated with the assistance of third-party valuation experts and verified by obtaining quotes from major financial institutions. We engaged an independent, third-party valuation specialist to determine the fair value estimate for acquisition-related contingent consideration payable based on performance, which were primarily measured using a Monte Carlo simulation.

As of March 31, 2024 and December 31, 2023, acquisition-related contingent consideration liabilities represented additional cash consideration payable related to our acquisitions of Insolcorp and BOK that will be paid upon the final achievement of certain financial and performance milestones. As of March 31, 2024, $0.6 million of acquisition-related contingent consideration was classified as accounts payable and other accrued expenses, while $0.7 million was classified as other long-term liabilities on our Condensed Consolidated Balance Sheet. As of December 31, 2023, $1.6 million was classified as other long-term liabilities on our Condensed Consolidated Balance Sheet.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; or

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The fair value measurement of assets and liabilities measured at fair value on a recurring basis and reported on the Condensed Consolidated Balance Sheets is summarized below:


	March 31, 2024					December 31, 2023
	Fair value based on					Fair value based on
	Other observable inputs		Other unobservable inputs			Other observable inputs			Other unobservable inputs
	Level 2		Level 3			Level 2			Level 3
Assets (liabilities), net:
Interest rate swap contracts	$	1.0	$	-		$	(0.4	)	$	-
Acquisition-related contingent consideration		-		(1.3	)		-			(1.6	)

Acquisition-related contingent consideration of $1.3 million and $1.6 million as of March 31, 2024 and December 31, 2023, respectively, was measured with the use of significant unobservable inputs, which included financial projections over respective earn-out periods, the volatility of the underlying financial metrics and estimated discount rates. All changes in acquisition-related contingent consideration liabilities subsequent to the initial acquisition-date measurements were recorded as a component of operating income on our Condensed Consolidated Statements of Earnings and Comprehensive Income.

The following table summarizes the weighted-average of the significant unobservable inputs as of March 31, 2024:


	BOK			Insolcorp
Unobservable input
Volatility		24.5	%		20.1	%
Discount rates		4.9	%		4.7	%

The changes in fair value of the acquisition-related contingent consideration liabilities for the three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended
	March 31,
	2024			2023
Fair value of contingent consideration as of beginning of period	$	1.6		$	15.2
Cash consideration paid		-			(15.2	)
Gain related to change in fair value of contingent consideration		(0.3	)		-
Fair value of contingent consideration as of end of period	$	1.3		$	-

During the three months ended March 31, 2024, the change in fair value was primarily due to changes in financial projections over each entity’s earn-out periods and due to changes in valuation inputs.

During the three months ended March 31, 2023, we paid $15.2 million of additional cash consideration, which represented the final achievement of certain financial and performance milestones through December 31, 2022 for the July 2020 acquisition of TURF Design, Inc. The additional cash consideration paid was classified as cash flows from financing activities in our Condensed Consolidated Statements of Cash Flows, up to the acquisition date fair value. The portion of additional cash consideration paid in excess of the acquisition date fair value were classified as cash flows from operating activities in our Condensed Consolidated Statements of Cash Flows.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS

We are exposed to market risk from changes in foreign exchange rates, interest rates and commodity prices that could impact our results of operations, cash flows and financial condition. We use interest rate derivatives to manage our exposures to interest rates. At inception, interest rate swap derivatives that we designate as hedging instruments are formally documented as a hedge of a forecasted transaction or cash flow hedge. We also formally assess, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, or if the anticipated transaction is no longer probable of occurring, we discontinue hedge accounting and any future mark-to-market adjustments are recognized in earnings. We use derivative financial instruments as risk management tools and not for speculative trading purposes.

Counterparty Risk

We only enter into derivative transactions with established financial institution counterparties having an investment-grade credit rating. We monitor counterparty credit ratings on a regular basis. All of our derivative transactions with counterparties are governed by master International Swap and Derivatives Association agreements (“ISDAs”) with netting arrangements. These agreements can limit our exposure in situations where we have gain and loss positions outstanding with a single counterparty. We do not post nor do we receive cash collateral with any counterparty for our derivative transactions. These ISDAs do not have any credit contingent features; however, a default under our bank credit facility would trigger a default under these agreements. Exposure to individual counterparties is controlled and we consider the risk of counterparty default to be negligible.

Interest Rate Risk

We utilize interest rate swaps to minimize the fluctuations in earnings caused by interest rate volatility. These swaps are designated as cash flow hedges against changes in interest rates for a portion of our variable rate debt.

The following table summarizes our interest rate swaps as of March 31, 2024:


Coverage Period	Notional Amount		Risk Coverage	Trade Date
November 2023 to June 2024	$	50.0	USD-SOFR	September 18, 2023
March 2021 to March 2025	$	100.0	USD-SOFR	November 28, 2018
November 2023 to December 2025	$	50.0	USD-SOFR	October 23, 2023
March 2024 to June 2026	$	50.0	USD-SOFR	March 25, 2024
November 2023 to December 2026	$	50.0	USD-SOFR	October 10, 2023
March 2024 to June 2027	$	50.0	USD-SOFR	March 27, 2024
November 2023 to November 2027	$	50.0	USD-SOFR	September 29, 2023

Under the terms the interest rate swap with a November 28, 2018 trade date above, we pay a fixed rate monthly and receive a floating rate based on the Secured Overnight Financing Rate (“SOFR”), inclusive of a 0% floor. Under the terms of all remaining interest rate swaps above, we pay a fixed rate monthly and receive a floating rate based on SOFR.

Financial Statement Impacts

The following tables detail amounts related to our derivatives as of March 31, 2024 and December 31, 2023. We did not have any derivative assets or liabilities not designated as hedging instruments as of March 31, 2024 or December 31, 2023. The derivative asset amounts below are shown gross and have not been netted.


	Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
	Balance Sheet Location	March 31, 2024		December 31, 2023		Balance Sheet Location	March 31, 2024		December 31, 2023
Interest rate swap contracts	Other current assets	$	1.9	$	1.1	Accounts payable and accrued expenses	$	-	$	0.1
Interest rate swap contracts	Other non-current assets		-		1.8	Other long-term liabilities		0.9		3.2

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)


	Amount of Gain (Loss) Recognized in AOCI					Location of Gain Reclassified from AOCI into Net Earnings	Gain Reclassified from AOCI into Net Earnings
	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2024		2023				2024		2023
Derivatives in cash flow hedging relationships
Interest rate swap contracts	$	2.9	$	(0.5	)	Interest expense	$	2.1	$	2.4

As of March 31, 2024, the amount of existing gains in Accumulated Other Comprehensive Income (“AOCI”) expected to be recognized in net earnings over the next twelve months was $3.4 million.

NOTE 16. SHAREHOLDERS’ EQUITY

Common Stock Repurchase Plan

On July 29, 2016, our Board of Directors approved our share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock (the “Program”). Since inception of the Program, we have been further authorized to repurchase up to an aggregate of $1,700.0 million of our outstanding shares of common stock through December 31, 2026. We had $701.8 million remaining under the Board’s repurchase authorization as of March 31, 2024.

Repurchases under the Program may be made through open market, block and privately negotiated transactions, including

Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.

During the three months ended March 31, 2024, we repurchased 0.1 million shares under the Program for a total cost of $15.0 million, excluding commissions and taxes, or an average price of $105.20 per share. Since inception, we have repurchased 14.3 million shares under the Program for a total cost of $998.2 million, excluding commissions and taxes, or an average price of $69.68 per share.

Dividends

In February 2024, our Board of Directors declared a $0.28 per share quarterly dividend, which was paid to shareholders in March 2024. On April 24, 2024, our Board of Directors declared a $0.28 per share quarterly dividend to be paid on May 23, 2024.

Accumulated Other Comprehensive (Loss)


	Foreign Currency Translation Adjustments (1)			Derivative Gain (1)			Pension and Postretirement Adjustments (1)			Total Accumulated Other Comprehensive (Loss) (1)
Balance, December 31, 2023	$	1.0		$	0.5		$	(106.2	)	$	(104.7	)
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $0.1, ($0.7), $- and ($0.6)		(0.8	)		2.2			-			1.4
Amounts reclassified from accumulated other comprehensive (loss)		-			(1.7	)		(0.6	)		(2.3	)
Net current period other comprehensive (loss) income		(0.8	)		0.5			(0.6	)		(0.9	)
Balance, March 31, 2024	$	0.2		$	1.0		$	(106.8	)	$	(105.6	)

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)


	Foreign Currency Translation Adjustments (1)			Derivative Gain (1)			Pension and Postretirement Adjustments (1)			Total Accumulated Other Comprehensive (Loss) (1)
Balance, December 31, 2022	$	0.5		$	9.5		$	(110.1	)	$	(100.1	)
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $-, $0.2, ($0.2) and $-		(0.1	)		(0.3	)		0.4			-
Amounts reclassified from accumulated other comprehensive (loss)		-			(1.9	)		(0.2	)		(2.1	)
Net current period other comprehensive (loss) income		(0.1	)		(2.2	)		0.2			(2.1	)
Balance, March 31, 2023	$	0.4		$	7.3		$	(109.9	)	$	(102.2	)

(1) Amounts are net of tax.


	Amounts Reclassified from Accumulated Other Comprehensive (Loss)						Affected Line Item in the Condensed Consolidated Statements of Earnings and Comprehensive Income
	Three Months Ended March 31,
	2024			2023
Derivative Adjustments:
Interest rate swap contracts, before tax	$	(2.1	)	$	(2.4	)	Interest expense
Tax impact		0.4			0.5		Income tax expense
Total (income), net of tax		(1.7	)		(1.9	)

Pension and Postretirement Adjustments:
Amortization of prior service credit		(0.1	)		-		Other non-operating (income), net
Amortization of net actuarial (gain)		(0.8	)		(0.2	)	Other non-operating (income), net
Total (income), before tax		(0.9	)		(0.2	)
Tax impact		0.3			-		Income tax expense
Total (income), net of tax		(0.6	)		(0.2	)
Total reclassifications for the period	$	(2.3	)	$	(2.1	)

NOTE 17. LITIGATION AND RELATED MATTERS

ENVIRONMENTAL MATTERS

Environmental Compliance

Our manufacturing and research facilities are affected by various federal, state and local requirements relating to the discharge of materials and the protection of the environment. We make expenditures necessary for compliance with applicable environmental requirements at each of our operating facilities. While these expenditures are not typically material, the applicable regulatory requirements continually change and, as a result, we cannot predict with certainty the amount, nature or timing of future expenditures associated with environmental compliance.

Environmental Sites

Summary

We are actively involved in the investigation and remediation of existing or potential environmental contamination under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and state Superfund and similar environmental laws at two domestically owned locations allegedly resulting from past industrial activity.

In each location, we are one of multiple potentially responsible parties and have agreed to jointly fund the required investigation and remediation, while preserving our defenses to the liability. We may also have rights of contribution or reimbursement from other parties or coverage under applicable insurance policies. We have pursued coverage and recoveries under those applicable insurance policies with respect to certain of the sites, including the Macon, GA site and the Elizabeth City, NC site, each of which is summarized below. Other than disclosed below, we are unable to predict the outcome of these matters or the timing of any future recoveries, whether through settlement or otherwise.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

We are also unable to predict the extent to which any recoveries might cover our final share of investigation and remediation costs for these sites. Our final share of investigation and remediation costs may exceed any such recoveries, and such amounts net of insurance recoveries may be material.

Between 2017 and 2021, we entered settlement agreements totaling $53.0 million with certain legacy insurance carriers to resolve ongoing litigation and recover fees and costs previously incurred by us in connection with certain environmental sites. These settlements were recorded as reductions to cost of goods sold and SG&A expenses, reflecting the same income statement categories where environmental expenditures were historically recorded. Beginning in 2020, cumulative insurance recoveries exceeded cumulative expenses to date related to the respective environmental sites and the excess was recorded within long-term liabilities on our Condensed Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, insurance recoveries in excess of cumulative expenses were $2.6 million. The excess recoveries will be released to offset any future expenses, including additional reserves for potential liabilities, incurred on the respective environmental sites. We may enter into additional settlement agreements in the future, which may or may not be material, with other legacy insurers to obtain reimbursement or contribution for environmental site expenses.

Estimates of our future liability at the environmental sites are based on evaluations of currently available facts regarding each individual site. We consider factors such as our activities associated with the site, existing technology, presently enacted laws and regulations and prior company experience in remediating contaminated sites. Although current law imposes joint and several liability on all parties at Superfund sites, our contribution to the remediation of these sites is expected to be limited by the number of other companies potentially liable for site remediation. As a result, our estimated liability reflects only our expected share. In determining the probability of contribution, we consider the solvency of other parties, the site activities of other parties, whether liability is being disputed, the terms of any existing agreements and experience with similar matters, and the effect of our October 2006 Chapter 11 reorganization upon the validity of the claim, if any.

Specific Material Events

Macon, GA

The U.S. Environmental Protection Agency (the “EPA”) has listed two landfills located on a portion of our facility in Macon, GA, along with the former Macon Naval Ordnance Plant landfill adjacent to our property, portions of Rocky Creek, and certain tributaries leading to Rocky Creek (collectively, the “Macon Site”) as a Superfund site on the National Priorities List due to the presence of contaminants, most notably polychlorinated biphenyls (“PCBs”).

In September 2010, we entered into an Administrative Order on Consent for a Removal Action (the “Removal Action”) with the EPA to investigate PCB contamination in one of the landfills on our property, the Wastewater Treatment Plant Landfill (“Operable Unit 1”). After completing an investigation of Operable Unit 1 and submitting our final Engineering Evaluation/Cost Analysis, the EPA issued an Action Memorandum in July 2013 selecting our recommended remedy for the Removal Action. The Operable Unit 1 response action is complete and the final report was submitted to the EPA in October 2016. The EPA approved the final report in November 2016, and a Post-Removal Control Plan was submitted to the EPA in March 2017. AWI has been conducting operation and maintenance activities of the completed remedy since 2017 consistent with the approved Post-Removal Control Plan.

In September 2015, AWI and other Potential Responsible Parties (“PRPs”) received a Special Notice Letter from the EPA under CERCLA inviting AWI and the PRPs to enter into the negotiation of a Remedial Investigation and Feasibility Study (“RI/FS”) with respect to the remainder of the Superfund site, which includes the other landfill on our property, as well as areas on and adjacent to our property and Rocky Creek (“Operable Unit 2”). We and the other PRPs entered into a settlement agreement with the EPA effective September 2018, in response to the Special Notice Letter to conduct the RI/FS. The PRPs submitted an RI/FS work plan, which was approved by the EPA in September 2019. Investigative work on this portion of the site commenced in December 2019.

In June 2021, the PRPs submitted a Site Characterization Summary Report (“SCSR”) for Operable Unit 2 to the EPA. The purpose of the SCSR was to demonstrate that the available data for Operable Unit 2 was adequate for the risk assessment and for the development of remedial action objectives. In the second half of 2022, the EPA and the PRP's agreed to separate all non-groundwater aspects of the site. In August 2022, the PRPs submitted a Human Health Baseline Risk Assessment to the EPA, and in December 2022, the PRPs submitted a final Baseline Ecological Risk Assessment for Operable Unit 2 to the EPA. Both risk assessments serve as exhibits to the Remedial Investigation Report (“RIR”), which the EPA approved in July 2023.

Based on findings in the RIR, the PRPs developed a draft Feasibility Study (“FS”) to identify and evaluate potential remedial alternatives for all non-groundwater elements of Operable Unit 2. The draft FS was submitted to the EPA in August 2023. The EPA and the State of Georgia provided comments in October 2023 and a revised FS was submitted in November 2023. The EPA is currently reviewing the FS and will ultimately select a remedy and issue a Proposed Remedial Action Plan for the non-groundwater elements at the site. The PRPs are now turning attention to completing the Remedial Investigation for the groundwater beneath Operable Unit 2.

It is probable that we will incur field investigation, engineering and oversight costs associated with finalizing the FS for all non-groundwater elements of Operable Unit 2 and for completing an RI/FS for all groundwater elements of Operable Unit 2. We may also ultimately incur costs in remediating any contamination discovered during the RI/FS. The current estimate of future liability at this site includes only our estimated share of the costs of the investigative work that the EPA is requiring the PRPs to perform at this time.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

We are unable to reasonably estimate our final share of the total costs associated with the investigation work or any resulting remediation therefrom, although such amounts may be material to any one quarter's or year's results of operations in the future. We do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.

Elizabeth City, NC

This site is a former cabinet manufacturing facility that from 1977 until 1996 was operated by Triangle Pacific Corporation, which became Armstrong Wood Products, Inc. (“AWP”), and is now known as AHF Products, LLC. The site was formerly owned by the U.S. Navy (“Navy”) and Westinghouse, which was purchased by Paramount Global (“Paramount”) (then known as CBS Corporation). We assumed ownership of the site when we acquired the stock of AWP in 1998. Prior to our acquisition, the North Carolina Department of Environment and Natural Resources listed the site as a hazardous waste site. In 1997, AWP entered into a cost sharing agreement with Westinghouse whereby the parties agreed to share equally in costs associated with investigation and potential remediation. In 2000, AWP and Paramount entered into an Administrative Order on Consent to conduct an RI/FS with the EPA for the site. In 2007, we and Paramount entered into an agreement with the Navy whereby the Navy agreed to pay one third of defined past and future investigative costs up to a certain amount, which has now been exhausted. The EPA approved the RI/FS work plan in August 2011. In January 2014, we submitted draft RI and Risk Assessment reports and conducted supplemental investigative work based upon agency comments to those reports. In connection with the separation of Armstrong Flooring, Inc. in 2016, we agreed to retain any legacy environmental liabilities associated with the AWP site. The EPA published an Interim Action Proposed Plan for the site in April 2018 seeking public comment until June 2018. The EPA evaluated comments, including ours, and has published its Interim Record Of Decision (“IROD”) selecting an interim cleanup approach. In September 2018, AWI and Paramount received a Special Notice Letter from the EPA under CERCLA inviting AWI and Paramount to enter into the negotiation of a settlement agreement to conduct or finance the response action at the site. In response to the September 2018 Special Notice Letter, we and Paramount submitted a good faith offer to the EPA in May 2019. In June 2021, we entered into a negotiated Partial Consent Decree and Site Participation Agreement with the EPA, Paramount and the U.S. on behalf of the Navy for the remedial design and remedial action for the interim remedy. Because the U.S. does not conduct work as a PRP at Superfund sites, similar to the 2007 agreement, the U.S. agreed to pay its share of the estimated costs of performing the work. The Partial Consent Decree was entered by the U.S. District Court for the Eastern District of North Carolina in January 2022. A Remedial Design Work Plan (“RDWP”) for the site was submitted to the EPA in June 2022, and AWI and Paramount responded on November 2022 to comments received from the EPA in September 2022. The EPA approved the revised RDWP in February 2023 and in June 2023, the parties submitted a Pre-Design Investigation Work Plan. The EPA provided comments on the Pre-Design Investigation Work Plan in November 2023 and the revised document was submitted to the EPA in December 2023. In March 2024, the EPA issued a conditional approval of the Pre-Design Investigation Work Plan, subject to the Company and Paramount addressing the EPA comments on a component of the Work Plan within 60 days. The current estimate of future liability at this site includes only our estimated share of the costs of implementing the interim remedial action under the IROD. We are unable to reasonably estimate our final share of the total costs associated with the interim or final remediation at the site, although such amounts may be material to any one quarter's or one year’s results of operations in the future. We do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.

Summary of Financial Position

Total liabilities, reflected within other long-term liabilities on the Condensed Consolidated Balance Sheets, for environmental matters that we consider probable and for which a reasonable estimate of the probable liability could be made were $0.5 million as of March 31, 2024 and December 31, 2023. During the three months ended March 31, 2024 we did not record any additional reserves for potential environmental liabilities. During the three months ended March 31, 2023, we recorded $0.1 million of additional reserves for potential environmental liabilities. As noted above, expenses associated with the additional reserves recorded in the first quarter of 2023 were offset through the release of a portion of the balance of insurance recoveries in excess of cumulative expenses. Where existing data is sufficient to estimate the liability, that estimate has been used; where only a range of probable liabilities is available and no amount within that range is more likely than any other, the lower end of the range has been used. As assessments and remediation activities progress at each site, these liabilities are reviewed to reflect new information as it becomes available and adjusted to reflect amounts actually incurred and paid. These liabilities are undiscounted.

The estimated environmental liabilities above do not take into account any claims for additional recoveries from insurance or third parties. It is our policy to record insurance recoveries as assets in the Condensed Consolidated Balance Sheets when realizable. We incur costs to pursue environmental insurance recoveries, which are expensed as incurred.

Actual costs to be incurred at identified sites may vary from our estimates. Based on our knowledge of the identified sites, it is not possible to reasonably estimate future costs in excess of amounts already recognized.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share and per share data)

OTHER CLAIMS

From time to time, we are involved in other various lawsuits, claims, investigations and other legal matters that arise in the ordinary course of business, including matters involving our products, intellectual property, relationships with suppliers, relationships with distributors, other customers or end users, relationships with competitors, employees and other matters. In connection with those matters, we may have rights of indemnity, contribution or reimbursement from other parties or coverage under applicable insurance policies. When applicable and appropriate, we will seek indemnity, contribution or reimbursement from other parties and pursue coverage and recoveries under those policies, but are unable to predict the outcome of those demands. While complete assurance cannot be given to the outcome of any proceedings relating to these matters, we do not believe that any current claims, individually or in the aggregate, will have a material adverse effect on our financial condition, liquidity or results of operations.

NOTE 18. NET EARNINGS PER SHARE

Net earnings attributable to common shares used in our basic and diluted net Earnings Per Share (“EPS”) calculations for the three months ended March 31, 2024 and 2023, were equal to net earnings on our Condensed Consolidated Statements of Earnings and Comprehensive Income. EPS components may not add due to rounding.

The following table is a reconciliation of basic shares outstanding to diluted shares outstanding for the three months ended March 31, 2024 and 2023 (shares in millions):


	Three Months Ended
	March 31,
	2024		2023
Basic shares outstanding		43.8		45.4
Dilutive effect of common stock equivalents		0.3		0.1
Diluted shares outstanding		44.1		45.5

Anti-dilutive stock awards excluded from the computation of dilutive EPS for the three months ended March 31, 2024 and 2023 were 34,851 and 74,629, respectively.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the financial statements, the accompanying notes, the cautionary note regarding forward-looking statements and risk factors included in this report and our Annual Report on Form 10-K for the year ended December 31, 2023.

OVERVIEW

AWI is a leader in the design, innovation and manufacture of ceiling and wall solutions in the Americas. We manufacture and source products made of numerous materials, including mineral fiber, fiberglass wool, metal, wood, felt, wood fiber, and glass-reinforced-gypsum. We also manufacture ceiling suspension system (grid) products through a joint venture with Worthington Enterprises, Inc. (“Worthington”) called Worthington Armstrong Venture (“WAVE”).

Acquisitions and Investments in Unconsolidated Affiliates

In July 2023, we acquired all of the issued and outstanding stock of BOK Modern, LLC (“BOK”), based in San Rafael, CA. BOK is a designer of metal facade architectural solutions. The acquired operations, assets and liabilities of BOK are included in our Architectural Specialties segment.

Manufacturing Plants

As of March 31, 2024, we operated 16 manufacturing plants, including 14 plants located within the U.S. and two plants in Canada. This excludes our St. Helens, Oregon mineral fiber manufacturing plant, which was closed in the second quarter of 2018 and was classified as an asset held for sale as of March 31, 2024.

WAVE operates seven additional plants in the U.S. to produce suspension system (grid) products, which we use and sell in our ceiling systems.

Reportable Segments

Our operating segments are as follows: Mineral Fiber, Architectural Specialties and Unallocated Corporate.

Mineral Fiber – produces suspended mineral fiber and soft fiber ceiling systems. Our mineral fiber products offer various performance attributes such as acoustical control, rated fire protection, and energy efficiency, along with other health and sustainability features and aesthetic appeal. Ceiling products are primarily sold to resale distributors, ceiling systems contractors and wholesalers, and retailers (including large home centers). The Mineral Fiber segment also includes the results of WAVE, which manufactures and sells suspension system (grid) products and ceiling component products that are invoiced by both AWI and WAVE. Segment results relating to WAVE consist primarily of equity earnings and reflect our 50% equity interest in the joint venture. Ceiling component products consist of ceiling perimeters and trim, in addition to grid products that support drywall ceiling systems. For some customers, WAVE sells its suspension system products to AWI for resale to customers. Mineral Fiber segment results reflect those sales transactions. The Mineral Fiber segment also includes all assets and liabilities not specifically allocated to our Architectural Specialties or Unallocated Corporate segment, including all property and related depreciation associated with our Lancaster, PA headquarters. Operating results for the Mineral Fiber segment include a significant majority of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations.

Architectural Specialties – produces, designs and sources ceilings, walls and facades primarily for use in commercial settings. Products are available in numerous materials, such as metal, wood and felt, in addition to various colors, shapes and designs. These products offer various performance attributes such as acoustical control, rated fire protection and aesthetic appeal. We sell standard, premium and customized products, a portion of which are sourced from third-party producers. Architectural Specialties products are sold primarily to resale distributors and direct customers, primarily ceiling systems contractors. The majority of this segment’s revenues are project driven, which can lead to more variability in sales patterns.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating results for the Architectural Specialties segment include a portion of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations.

Unallocated Corporate – includes certain assets, liabilities, income and expenses that have not been allocated to our other business segments and consists of: cash and cash equivalents, our Overcast investment and related equity earnings/losses, the net funded status of our U.S. Retirement Income Plan (“RIP”), the estimated fair value of interest rate swap contracts, outstanding borrowings under our senior secured credit facility and income tax balances.

Factors Affecting Revenues

For information on our 2024 net sales by segment, see Notes 2 and 3 to the Condensed Consolidated Financial Statements.

Markets. We compete in the building product markets of the Americas. We closely monitor publicly available macroeconomic data and trends that provide insight into commercial construction market activity, including, but not limited to, gross domestic product, office vacancy rates, the Architecture Billings Index, new commercial construction starts, state and local government spending, corporate profits, and retail sales. The Company continues to monitor the impacts of geopolitical events, none of which had a material direct impact on our financial condition, liquidity or results of operations the first three months of 2024 or 2023.

Several factors and trends within our markets affected our business performance during the first quarter of 2024 compared to the first quarter of 2023. For the three months ended March 31, 2024, sales volumes decreased $4 million compared to the prior-year period, due primarily to prior-year period inventory level increases at our home center customers that did not occur in the current-year period, partially offset by a $3 million contribution from the July 2023 acquisition of BOK.

Average Unit Value. We periodically modify sales prices of our products due to changes in costs for raw materials and energy, market conditions and the competitive environment. Typically, realized price increases are less than announced price increases because of project pricing, competitive adjustments and changing market conditions. We also offer a wide assortment of products that are differentiated by style, design and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income. Within our Mineral Fiber segment, we focus on improving sales dollars per unit sold, or average unit value (“AUV”), as a measure that accounts for the varying assortment of products and like-for-like pricing impacting our revenues.

Favorable AUV contributed approximately $20 million to our total consolidated net sales for the three months ended March 31, 2024 compared to the same period in 2023. Our Architectural Specialties segment revenues are primarily earned based on individual contracts that include a mix of products, both manufactured by us and sourced from third parties, which varies by project. As such, we do not track AUV performance for this segment, but rather attribute most changes in net sales to volume.

During the first quarter of 2024, we implemented price increases on Mineral Fiber ceiling products and WAVE implemented price increases on grid products. Future pricing actions may be implemented based on numerous factors, including the rate and pace of inflation and its impact on our business.

Seasonality. Historically, our sales tend to be stronger in the second and third quarters of our fiscal year due to more favorable weather conditions, customer business cycles and the timing of renovation and new construction projects.

Factors Affecting Operating Costs

Operating Expenses. Our operating expenses are comprised of direct production costs (principally raw materials, labor, and energy), manufacturing overhead costs, freight, costs to purchase sourced products and selling, general and administrative (“SG&A”) expenses.

Our largest raw material expenditures are primarily for fiberglass, perlite, recycled paper, and starch. Other raw materials include clay, felt, pigment, wood, and wood fiber. We manufacture most of our mineral wool at one of our manufacturing facilities. We use aluminum and steel in the production of metal ceilings by us and by WAVE. Finally, natural gas and packaging materials are also significant input costs. Fluctuations in the prices of these inputs impact our financial results. In the first quarter of 2024, lower energy and freight costs positively impacted operating income by $2 million compared to the same period in 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Acquisition-Related Expenses and Losses

In connection with our acquisitions of Insolcorp in October 2023, BOK in July 2023 and Arktura LLC (“Arktura”) in December 2020, we recorded certain acquisition-related expenses, gains and losses to operating income in the three months ended March 31, 2024 and 2023, summarized as follows (dollar amounts in millions):


	Three Months Ended
	March 31,
	2024			2023		Affected Line Item in the Condensed Consolidated Statements of Earnings and Comprehensive Income
(Gain) related to change in fair value of contingent consideration	$	(0.3	)	$	-	(Gain) related to change in fair value of contingent consideration
Deferred cash and restricted stock expenses		-			1.3	SG&A expenses
Net (positive) negative impact to operating income	$	(0.3	)	$	1.3

The change in fair value of contingent consideration was related to our BOK and Insolcorp acquisitions, and was remeasured quarterly during each acquisition's earn-out periods. See Note 14 to the Condensed Consolidated Financial Statements for further information. Expenses related to the deferred cash and restricted stock awards for Arktura’s former owners and employees were recorded over their respective service periods, as such payments were subject to the awardees’ continued employment with AWI. The Company and the former owners of Arktura mutually agreed upon the separation of their service effective in the fourth quarter of 2023. Depreciation of fixed assets acquired and amortization of intangible assets acquired have been excluded from the table above.

Employees

As of March 31, 2024 and December 31, 2023, we had approximately 3,100 full-time and part-time employees.

RESULTS OF OPERATIONS

Please refer to Note 2 to the Condensed Consolidated Financial Statements for a reconciliation of operating income to consolidated net earnings before income taxes.

CONSOLIDATED RESULTS

(dollar amounts in millions)


	2024		2023		Change is Favorable
Three Months Ended March 31,
Total consolidated net sales	$	326.3	$	310.2		5.2	%
Operating income	$	86.1	$	70.2		22.6	%

Consolidated net sales for the first quarter of 2024 increased 5.2% over the prior-year period primarily due to favorable AUV of $20 million, partially offset by lower volumes of $4 million. Mineral Fiber net sales increased $11 million and Architectural Specialties net sales increased $5 million over the prior-year period. The increase in Mineral Fiber net sales was primarily driven by favorable AUV, partially offset by lower sales volumes. Architectural Specialties segment net sales improved primarily due to contributions from the acquisition of BOK and increased custom metal project net sales.

Cost of goods sold in the first quarter of 2024 was 61.9% of net sales, compared to 63.9% for the same period in 2023. The year-over-year decrease in cost of goods sold as a percent of net sales was driven primarily by favorable AUV performance, improved manufacturing productivity and lower input costs.

SG&A expenses in the first quarter of 2024 were $65.7 million, or 20.1% of net sales, compared to $62.7 million, or 20.2% of net sales, for the same period in 2023. The year-over-year increase in SG&A expenses was driven primarily by a $2 million increase in selling expenses related to the acquisition of BOK and investments in our Architectural Specialties segment, in addition to an increase in deferred compensation related charges. The prior-year period also included severance costs of $3 million that did not repeat in the current-year period.

Equity earnings from unconsolidated subsidiaries were $27.2 million in the first quarter of 2024, compared to $20.8 million in the first quarter of 2023. WAVE equity earnings were $27.4 million in the first quarter of 2024, while Overcast equity losses were $0.2 million. The $6.6 million increase in WAVE equity earnings was primarily driven by the benefit from higher sales volumes and favorable AUV. See Note 7 to the Condensed Consolidated Financial Statements for further information.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Interest expense was $9.0 million in the first quarter of 2024 compared to $8.7 million in the first quarter of 2023. The increase in interest expense was primarily due to higher interest rates on floating rate debt and increases in finance lease liabilities, partially offset by lower average debt balances.

Other non-operating income, net, was $3.1 million in the first quarter of 2024 compared to $2.4 million in the first quarter of 2023. The increase in other non-operating income, net, was primarily driven by the non-service cost components of postretirement net periodic benefit costs.

Income tax expense was $20.3 million in the first quarter of 2024 compared to $16.6 million in the first quarter of 2023. The effective tax rate for the first quarter of 2024 was 25.3% compared to 26.0% for the same period of 2023. The decrease in the effective tax rate was primarily due to an increase in our valuation allowance for capital loss carryforwards recorded in the first quarter of 2023.

Total Other Comprehensive Loss (“OCL”) was $0.9 million in the first quarter of 2024 compared to $2.1 million in the first quarter of 2023. The change in OCL in the first quarter of 2024 compared to the same period in 2023 was primarily driven by derivative gains/losses. Derivative gain/loss represents the mark-to-market value adjustments of our derivative assets and liabilities, and the recognition of gains and losses previously deferred in Accumulated Other Comprehensive Income. Partially offsetting the reduction in OCL due to the change in derivative gains/losses was an increase in OCL from pension and postretirement adjustments and foreign currency translation adjustments. Pension and postretirement adjustments represent the amortization of actuarial gains and losses related to our defined benefit pension and postretirement plans. Foreign currency translation adjustments represent the change in the U.S. dollar value of assets and liabilities denominated in foreign currencies. Amounts in the first quarter of 2024 and 2023 were driven primarily by changes in the Canadian dollar.

REPORTABLE SEGMENT RESULTS

Mineral Fiber

(dollar amounts in millions)


	2024		2023		Change is Favorable
Three Months Ended March 31,
Total segment net sales	$	239.6	$	228.4		4.9	%
Operating income	$	79.2	$	63.8		24.1	%

Net sales increased $11 million in the first quarter of 2024 due to $19 million of favorable AUV, partially offset by $8 million of lower sales volumes. The improvement in AUV was driven by favorable like-for-like price and favorable mix. The decrease in volumes was primarily driven by prior-year period inventory level increases at our home center customers that did not occur in the current-year period.

Operating income increased in the first quarter of 2024 primarily due to a $13 million benefit from favorable AUV, a $7 million increase in WAVE equity earnings and a $3 million decrease in manufacturing and input costs, partially offset by a $5 million decrease from lower sales volumes. Operating income was also negatively impacted by a $2 million increase in SG&A expenses, which included increases in deferred compensation related charges and higher depreciation, partially offset by the benefit from severance expense recorded in the prior-year period.

Architectural Specialties

(dollar amounts in millions)


	2024		2023		Change is Favorable
Three Months Ended March 31,
Total segment net sales	$	86.7	$	81.8		6.0	%
Operating income	$	7.7	$	7.2		6.9	%

Net sales increased $5 million primarily driven by the contribution of BOK and increased custom metal project net sales.

Operating income increased in first quarter of 2024 primarily due to a $4 million margin benefit from increased sales, driven primarily by improved custom project margins, and a $1 million reduction in acquisition-related expenses. These increases were partially offset by higher manufacturing costs and selling expenses due in part to the acquisition of BOK and additional investments in selling capabilities.

Unallocated Corporate

Unallocated Corporate operating loss was $1 million in the first quarter of 2024 and 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FINANCIAL CONDITION AND LIQUIDITY

Cash Flow

Operating activities for the first three months of 2024 provided $26.4 million, compared to $26.2 million for the first three months of 2023. The favorable change in the first quarter of 2024 compared to the same period in 2023 was due to higher cash earnings and the absence of contingent consideration payments in excess of acquisition-date fair value, offset by unfavorable working capital changes in accounts receivable, accounts payable and accrued expenses. The unfavorable changes in working capital were timing related, and for accrued expenses, also driven by the impact of changes in incentive compensation accruals.

Net cash provided by investing activities was $5.9 million in the first three months of 2024, compared to $1.5 million of cash used in the first three months of 2023. The favorable change in the first quarter of 2024 compared to the same period in 2023 was due to decreased purchases of property, plant and equipment, proceeds received from company owned life-insurance policies, and an increase in WAVE dividends. These increases were partially offset by cash paid for our first quarter of 2024 equity investment in Overcast.

Net cash used for financing activities was $33.1 million in the first three months of 2024, compared to $34.7 million in the first three months of 2023. The favorable change in the first quarter of 2024 compared to the same period in 2023 was primarily due to a decrease in repurchases of outstanding common stock and lower payments of acquisition-related contingent consideration, partially offset by increased repayments on borrowings under our credit facility.

Liquidity

Our liquidity needs for operations vary throughout the year. We retain lines of credit to facilitate our seasonal cash flow needs, since cash flow is historically lower during the first and fourth quarters of our fiscal year.

We have a $950.0 million variable rate senior credit facility, which is comprised of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $450.0 million Term Loan A. The revolving credit facility and Term Loan A are currently priced at 1.375% over the Secured Overnight Financing Rate (“SOFR”), plus a 10-basis point adjustment. The revolving credit facility and Term Loan A mature in December 2027. We also have a $25.0 million bi-lateral letter of credit facility.

As of March 31, 2024, the total principal balances outstanding under our senior credit facility were $444.4 million under Term Loan A and $140.0 million under the revolving credit facility.

The senior credit facility includes two financial covenants that require the ratio of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to consolidated cash interest expense minus cash consolidated interest income to be greater than or equal to 3.0 to 1.0, and requires the ratio of consolidated funded indebtedness, minus AWI and domestic subsidiary unrestricted cash and cash equivalents up to $100 million, to EBITDA to be less than or equal to 3.75 to 1.0 (subject to certain exceptions for certain acquisitions). As of March 31, 2024, we were in compliance with all covenants of the senior credit facility.

The Term Loan A is currently priced on a variable interest rate basis. The following table summarizes our interest rate swaps (dollar amounts in millions):


Coverage Period	Notional Amount		Risk Coverage	Trade Date
November 2023 to June 2024	$	50.0	USD-SOFR	September 18, 2023
March 2021 to March 2025	$	100.0	USD-SOFR	November 28, 2018
November 2023 to December 2025	$	50.0	USD-SOFR	October 23, 2023
March 2024 to June 2026	$	50.0	USD-SOFR	March 25, 2024
November 2023 to December 2026	$	50.0	USD-SOFR	October 10, 2023
March 2024 to June 2027	$	50.0	USD-SOFR	March 27, 2024
November 2023 to November 2027	$	50.0	USD-SOFR	September 29, 2023

Under the terms of our interest rate swaps above, on a monthly basis, we pay a fixed rate and receive a floating rate based on SOFR.

As of March 31, 2024, these swaps are designated as cash flow hedges against changes in SOFR for a portion of our variable rate debt.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


	March 31, 2024
Financing Arrangements	Limit		Used		Available
Bi-lateral facility	$	25.0	$	7.7	$	17.3
Revolving credit facility		150.0		-		150.0
Total	$	175.0	$	7.7	$	167.3

As of March 31, 2024, we had $69.6 million of cash and cash equivalents, $52.2 million in the U.S. and $17.4 million in foreign jurisdictions, primarily Canada. As of March 31, 2024, we also had $360.0 million available under our revolving credit facility. We believe cash on hand and cash generated from operations, together with borrowing capacity under our credit facility, will be adequate to address our near-term liquidity needs based on current expectations of our business operations, capital expenditures, acquisitions and scheduled payments of debt obligations.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on the evaluation of the effectiveness of our disclosure controls and procedures by our management, with the participation of our principal executive officer and our chief financial officer, as of March 31, 2024, our principal executive officer and our chief financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in Internal Control Over Financial Reporting. There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 17 to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Value of Shares that may yet be Purchased under the Plans or Programs
January 1-31, 2024		102,324	$	98.29		101,730	$	706,794,542
February 1-29, 2024		3,322	$	118.48		-	$	706,794,542
March 1-31, 2024		43,384	$	122.31		40,852	$	701,794,654
Total		149,030				142,582

(1)

Includes shares reacquired through the withholding of shares to pay employee tax obligations upon the exercise of options or vesting of restricted shares previously granted under our long-term incentive plans.

Repurchases of our common stock under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.

During the three months ended March 31, 2024, we repurchased 0.1 million shares under the Program for a total cost of $15.0 million, excluding commissions and taxes, or an average price of $105.20 per share. Since inception and through March 31, 2024, we have repurchased 14.3 million shares under the Program for a total cost of $998.2 million, excluding commissions and taxes, or an average price of $69.68 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

Trading Arrangements of Directors and Executive Officers

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:


Exhibit No.		Description

10.1		Offer Letter to Dawn Kirchner-King dated March 22, 2024. *†

31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. †

31.2		Certification of Chief Financial Officer required by Rule 13a-14-(a) or 15d-14(a) of the Securities Exchange Act. †

32.1		Certification of Chief Executive Officer required by Rule 13a and 18 U.S.C. Section 1350. ††

32.2		Certification of Chief Financial Officer required by Rule 13a and 18 U.S.C. Section 1350. ††

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. †

101.SCH		Inline XBRL Taxonomy Extension Schema. †

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase. †

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase. †

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase. †

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase. †

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 has been formatted in Inline XBRL.

* Management Contract or Compensatory Plan 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 thereunto duly authorized.

† Filed herewith.

†† Furnished herewith.

SIGNATURES


	Armstrong World Industries, Inc.

By:		/s/ Christopher P. Calzaretta
		Christopher P. Calzaretta, Senior Vice President and
		Chief Financial Officer (Principal Financial Officer)

By:		/s/ James T. Burge
		James T. Burge, Vice President and
		Controller (Principal Accounting Officer)

Date: April 30, 2024

EX-10.1 2 awi-ex10_1.htm EX-10.1 EX-10.1

Exhibit No. 10.1

Armstrong World Industries, Inc. 2500 Columbia Ave.

Lancaster, PA 17604

March 22, 2024

Personal & Confidential

Dear Dawn,

On behalf of Armstrong World Industries, Inc. (“AWI”), I am pleased to confirm our offer of employment to you for the position of SVP Chief Human Resources Officer. This position is based in Lancaster, PA, reporting to me.

Your anticipated start date is April 22, 2024.

Compensation Terms

You will earn a semi-monthly gross base salary of $15,000.00 which, if annualized, would be $360,000, paid on the fifteenth and the last day of each month.

You are eligible to participate in our Annual Incentive Plan with a target incentive of 55%. This incentive is based on your actual base salary earnings, prorated for your actual service time in your first calendar year of employment. Your incentive payment will be based on performance measures approved by the Management Development and Compensation Committee and may be subject to adjustments based on your individual performance. You must be an active employee with AWI on the day of incentive distribution, which is typically paid out in March following the plan year.

You will be eligible for long-term incentive (LTI) plan participation which is typically made in the form of stock-based grants, targeted to have a value of 100% of your annualized base salary. You will be considered for participation at the time of the next grant in 2025.

Additionally, we are pleased to offer you a one-time special grant of time-based restricted stock units with an award value of $150,000. The restricted stock units will carry a vesting schedule of 33% after 1 year, 33% after 2 years and 34% after 3 years.

We are also offering you a one-time sign-on bonus in the gross amount of $50,000, which will be paid in your normal pay cycle after your first 30 days of employment. Should you voluntarily terminate or are terminated for Cause within twelve months of your first day of employment, you agree to repay this sign-on bonus.

Benefits

AWI offers competitive benefit plans. Please refer to your New Hire Benefits information that is provided as part of your offer. You can direct any questions to Kelly Strunk, VP Total Rewards at 717-719-0133.

•

Your prior service will be credited for vesting purposes for the 401(k) Company match.

•

AWI has established a nonqualified deferred compensation plan that allows highly compensated executives to defer base salary and bonus compensation above a specified pay limit ($287,500 for 2024) and receive the same match as that provided under the qualified 401(k) plan. The company match is fully vested after you have completed 3 years of service.

•

You are eligible for the company-paid Executive Long-Term Disability Insurance Program. Your disability benefit is 60% of the sum of base salary and the average bonus paid over the past two years. For this calendar year, we will use your annualized base salary to determine your disability benefit. Coverage for eligible compensation in excess of $300,000 will be subject to proof of insurability.

•

The company will reimburse you up to $4,500 for personal financial planning and income tax preparation services you incur in 2024 and annually thereafter. Reimbursement for these services would be taxable income to you.

•

As a senior executive, you are eligible for a company-paid annual physical and will be able to select the medical institution or facility for the physical. AWI will provide full reimbursement.

Individual Separation Agreement

You will be eligible to receive an individual separation agreement, subject to Board approval. AWI will provide a severance payment equal to one and half times the sum of base salary and target bonus in the event of an involuntary termination without Cause as defined below.

In the event of a change in control (CIC) as defined in the agreement, the agreement will extend for two years from the date of the CIC event. Severance benefits will equate to two times the sum of base salary and target bonus. Health, disability, and life insurance benefits would continue in accordance with the terms of each plan until the earlier of two years following your termination of employment, or until eligible for benefits from a new employer.

All severance benefits are conditioned upon your execution of an AWI approved release of your existing rights and claims against AWI in a form provide by AWI and compliance with restrictive covenants.

Paid Time Off

AWI observes a total of eleven holidays. Depending on your actual work location, one of these is considered a personal holiday that can be used for paid time off in addition to your vacation. You must be employed by June 30 to be eligible for the personal holiday in your first year.

You will qualify for five (5) weeks of vacation, pro-rated for that portion of time that you're employed in this calendar year.

We are crediting you with 25 years of service for future vacation eligibility.

Vacation Buy Program: Employees hired before October 1 are eligible to purchase up to five days of vacation in the first calendar year (i.e., from hire date to December 31). Discuss your vacation purchase plans with your manager prior to completing the form. Employees hired on or after October 1 are not eligible but are eligible beginning January 1 of the next calendar year.

Summary of Terms

Your total targeted cash on an annual basis will be $558,000 with upside opportunity. Your total direct compensation at target will be $918,000 on an annual basis.

Offer Contingencies

This offer of employment is contingent upon the following conditions. You must pass or complete all of the following in order to be employed by AWI.

Passing the Background Verifications and Drug Tests.

You must successfully complete a drug screening test and the background checks. Within 24 hours of accepting this offer, our background checking vendor, First Advantage, will contact you via your email account, with instructions for authorizing a background check and your drug test. Any sample provided in connection with your pre-employment drug screening that is identified as 'tampered with' or otherwise does not meet the requirements of the drug testing facility will result in the offer of employment being withdrawn and will not be retested.

Please note that you must satisfy the drug test requirement prior to your first day of employment. We require that within 72 hours of accepting this offer, you visit the drug collection site designated by our vendor, First Advantage.

Definition of Cause

"Cause" means (1) conviction of a felony or a crime involving moral turpitude; (2) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Company; (3) violation of the Company’s Code of Conduct or employment policies, as in effect from time to time; (4) breach of any written noncompetition, confidentiality or non-solicitation covenant with respect to the Company; or (5) gross misconduct in the performance of your duties with the Company.

Providing Proof of Your Right to Work in the United States.

You will be required to show proof of your right to work in the United States of America within three days of your start date. Examples of suitable documentation are a current United States passport, a state issued driver's license or I.D. card with a photograph and an original social security card, a state-issued driver's license or I.D. card with a photograph and a birth certificate issued by the state, county, or other municipality.

Agreement to the AWI Terms and Conditions.

This offer requires that you agree to the "Armstrong World Industries Inc., Statement of US Employment Terms and Conditions" found at the end of this letter. In accepting this offer, you agree that you have relied only on the terms defined in this offer and linked documents.

Please acknowledge your acceptance of this offer no later than March 29, 2024, by completing the Acceptance Confirmation section found below and returning the signed letter.

I am pleased to confirm this employment offer to you. I look forward to the opportunity of working with you at Armstrong World Industries. Should you have any questions, please do not hesitate to give me a call.

Sincerely,

/s/ Victor D. Grizzle

Victor D. Grizzle

President and Chief Executive Office.

ACCEPTANCE CONFIRMATION

I accept this offer of employment with Armstrong World Industries Inc., in accordance with the Terms and Conditions in this letter.

Name: Dawn Marie Kirchner King

Signature: /s/ Dawn M Kirchner King I, Victor D. Grizzle, certify that:

Date Accepted: 03/22/2024.

Planned Start Date: 04/22/2024.

EX-31.1 3 awi-ex31_1.htm EX-31.1 EX-31.1

Exhibit No. 31.1

1) I have reviewed this quarterly report on Form 10-Q of Armstrong World Industries, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.


Date:	April 30, 2024

		/s/ Victor D. Grizzle
		Victor D. Grizzle
		Director, President and Chief Executive Officer

EX-31.2 4 awi-ex31_2.htm EX-31.2 EX-31.2

Exhibit No. 31.2

I, Christopher P. Calzaretta, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Armstrong World Industries, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.


Date:	April 30, 2024

		/s/ Christopher P. Calzaretta
		Christopher P. Calzaretta
		Senior Vice President and Chief Financial Officer

EX-32.1 5 awi-ex32_1.htm EX-32.1 EX-32.1

Exhibit No. 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I certify to the best of my knowledge and belief that the periodic report on Form 10-Q of Armstrong World Industries, Inc. (the “Company”) containing its financial statements for the fiscal quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and that information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Company as of that date.

    /s/ Victor D. Grizzle

   

    Victor D. Grizzle

   

    Director, President and Chief Executive Officer 

   

    Armstrong World Industries, Inc. 

   

Dated: April 30, 2024

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 6 awi-ex32_2.htm EX-32.2 EX-32.2

Exhibit No. 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    /s/ Christopher P. Calzaretta

   

    Christopher P. Calzaretta

   

    Senior Vice President and Chief Financial Officer 

   

    Armstrong World Industries, Inc. 

   

Dated: April 30, 2024