AWI Armstrong World Industries Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2024

 

 

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania		1-2116		23-0366390
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)
2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania				17603
(Address of principal executive offices)				(Zip Code)

 

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

NA

(Former name or former address if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

 

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Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2024, Armstrong World Industries, Inc. (the "Company") issued a press release announcing its second quarter 2024 consolidated financial results. The full text of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 24, 2024, the Board of Directors of Armstrong World Industries, Inc. approved an amendment of the Company’s Bylaws (the "Bylaws") removing the requirement that each member of the Company’s Management Development and Compensation Committee qualify as an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release announcing that it will report its second quarter 2024 consolidated financial results via a webcast and conference call on July 30, 2024 at 10:00 a.m. Eastern Time which can be accessed through the “Investors” section of the Company’s website, www.armstrongceilings.com. During this report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. 3.1		Amended and Restated Bylaws of Armstrong World Industries, Inc. dated July 24, 2024
No. 99.1		Press Release of Armstrong World Industries, Inc. dated July 30, 2024
No. 99.2		Earnings Call Presentation Second Quarter 2024 dated July 30, 2024
No. 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARMSTRONG WORLD INDUSTRIES, INC.
By:		/s/ Austin K. So
		Austin K. So
		Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Date: July 30, 2024

 

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AMENDED AND RESTATED BYLAWS

of

ARMSTRONG WORLD INDUSTRIES, INC.

 

(A Pennsylvania corporation)

Exhibit 3.1

 

As in effect on October 2, 2006 and as amended August 5, 2010, July 25, 2014,

December 5, 2017, April 17, 2020, April 19, 2023 and July 24, 2024

 

 

ARTICLE I

 

Certain Definitions; Principal Office; Notices to the Corporation

 

SECTION 1. Certain Definitions. Unless the context otherwise requires, the following terms when used herein shall have the following meanings:

 

 

 

 

 

 

 

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SECTION 2. Principal Office; Notices to the Corporation. The principal office of the Corporation shall be at such location in Lancaster, Pennsylvania as the Board shall from time to time determine. All notices to the Corporation required or permitted by the Bylaws may be addressed to the principal office of the Corporation and shall be marked to the attention of the Secretary of the Corporation unless otherwise provided herein.

 

ARTICLE II

 

Shareholders' Meetings

 

SECTION 1. Annual Meetings of Shareholders. An annual meeting of shareholders shall be held in each year on such date and at such time as may be set by the Board (or by an officer of the Corporation authorized to do so by the Board) for the purpose of electing directors and the transaction of such other business as may properly come before the meeting.

 

SECTION 2. Special Meetings of Shareholders. Special meetings of the shareholders may be called at any time by the Board (or by an officer of the Corporation authorized to do so by the Board). A special meeting of the shareholders may also be called by the holders of at least 20% of the votes that all shareholders are entitled to cast at the particular meeting. In addition, a special meeting of the holders of Preferred Shares or any series thereof for the purpose of electing directors who may be elected by such holders or taking any other action that such holders may take, as provided by the Articles, may be called as provided in the Articles. At any time, upon written request of any person or persons entitled to call and who have duly called a special meeting, it shall be the duty of the Secretary of the Corporation to set the date of the meeting, if such date has not been set by the Board, on a day not more than sixty days after the receipt of the request, and to give due notice of such meeting to the shareholders. If the Secretary of the Corporation shall neglect or refuse to set the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. For purposes of this Article II, Section 2, a request shall be deemed given by a requesting shareholder(s) at such time as (i) the requesting shareholder(s) shall have delivered to the Secretary of the Corporation documentation that demonstrates that such requesting shareholder(s) is the holder of at least 20% of the votes that all shareholders are entitled to cast at the particular meeting and (ii) the Secretary of the Corporation shall have had a period of 15 days following receipt of such documentation (or such lesser period as the Secretary of the Corporation determines is sufficient) to review and establish, to the Secretary of the Corporation's reasonable satisfaction, the adequacy thereof. Not later than 15 days following receipt by the Secretary of the Corporation of the information described in the preceding sentence, the Corporation shall advise the shareholder(s) of any deficiencies in such information. The requesting

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shareholder(s) may cure such deficiencies within 15 days after receipt of such advice from the Secretary of the Corporation, failing which the request shall be deemed invalid.

 

SECTION 3. Place and Notice of Meetings of Shareholders. All meetings of shareholders shall be held at the principal office of the Corporation unless the Board (or an officer of the Corporation authorized to do so by the Board) shall decide otherwise, in which case such meetings may be held at such location within or without the Commonwealth of Pennsylvania as the Board may from time to time direct. The Board, in its sole discretion (or an officer of the Corporation authorized to do so by the Board, in his or her sole discretion) may determine that any meeting of shareholders be held solely by means of the Internet or other electronic communications technology in a manner pursuant to which shareholders have the opportunity to read or hear the proceedings of the meeting substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors of the Corporation, make appropriate motions and comment on the business of the meeting. Written notice of the place, day, and hour of all meetings of shareholders and, in the case of a special meeting, of the general nature of the business to be transacted at the meeting, shall be given to each shareholder of record entitled to vote at the particular meeting either personally or by sending a copy of the notice through the mail or by overnight courier to the address of the shareholder appearing on the books of the Corporation or supplied by such shareholder to the Corporation for the purpose of notice or by other means including electronic means permitted by law. Except as otherwise provided by the Bylaws or by law, such notice shall be given at least 10 days before the date of the meeting by the President, Vice President, or Secretary of the Corporation. A waiver in writing of any written notice required to be given, signed by the person entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

SECTION 4. Nominations by Shareholders of Candidates for Election as Directors. In addition to the nomination by the Board of candidates for election to the Board as hereinafter provided, candidates may be nominated by any shareholder of the Corporation entitled to notice of, and to vote at, any meeting called for the election of directors. The number of nominations by such shareholder shall not exceed the number of directors to be elected at such meeting. Nominations, other than those made by or on behalf of the Board, shall be made in writing and shall be received by the Secretary of the Corporation (i) with respect to an election of directors to be held at an annual meeting of shareholders, not later than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders (provided that, if the date of the annual meeting of shareholders is more than 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, the shareholder nomination shall be received within 15 days after the public announcement by the Corporation of the date of the annual meeting of shareholders), and (ii), with respect to an election of directors to be held at a special meeting of shareholders, not later than the close of business on the 15th day following the date on which notice of such meeting is first given to shareholders or public disclosure of the meeting is first made, whichever is earlier. Such nomination shall contain the following information to the extent known to the notifying shareholder:

 

 

 

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The Corporation may request any such proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the qualifications of the proposed nominee to serve as a director of the Corporation. Within 15 days following the receipt by the Secretary of the Corporation of a shareholder notice of nomination pursuant hereto, the nominating, governance and social responsibility committee shall instruct the Secretary of the Corporation to advise the notifying shareholder of any deficiencies in the notice as determined by the Committee. The notifying shareholder shall cure such deficiencies within 15 days after receipt of such advice. Notwithstanding the foregoing, if a notifying shareholder and/or beneficial owner that intends to solicit proxies in support of proposed nominees other than the Corporation’s nominees no longer intends to solicit proxies in accordance with its representation pursuant to subclause (j) of Article II, Section 4 of these Bylaws, such notifying shareholder and/or beneficial owner shall inform the Corporation of this change by delivering a writing to the Secretary of the Corporation no later than 2 business days after the occurrence of such change. No persons shall be eligible for election as a director of the Corporation unless nominated in accordance with the Bylaws. Nominations not made in accordance with the Bylaws may, in the discretion of the presiding officer at the meeting and with the advice of the nominating, governance and social responsibility committee of the Board, be disregarded by the presiding officer and, upon his or her instructions, all votes cast for each such nominee may be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation; the determinations of the presiding officer at the meeting with respect to such matters shall be conclusive and binding upon all shareholders of the Corporation for all purposes.

 

SECTION 5. Advance Notice of Other Matters to be Presented by Shareholders. At any annual meeting or special meeting of shareholders, only such business as is properly brought before the meeting in accordance with this paragraph may be transacted. To be properly brought before any meeting, any proposed business must be either (a) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) if brought before the meeting by a shareholder, then written notification of such proposed business must have been received by the Secretary of the Corporation from a shareholder of record on the record date for the determination of shareholders entitled to vote at such meeting (i), with respect to business to be proposed at an annual meeting of shareholders, not later than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders (provided, that, if the date of the annual

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meeting of shareholders is more than 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, the notification must have been received within 15 days after the public announcement by the Corporation of the date of the annual meeting of shareholders) and (ii) with respect to business to be proposed at a special meeting of shareholders, not later than the close of business on the 15th day following the date on which notice of such meeting is first given to shareholders or public disclosure of the meeting is made, whichever is earlier. Such shareholder notification shall set forth the nature of and reasons for the proposal in reasonable detail, and shall include the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the text of the proposed amendment), and the reasons for conducting such business at the special meeting, and, as to the shareholder giving notification, and the beneficial owner, if any, on whose behalf the proposal is being made,

 

 

 

 

 

 

 

 

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Within 15 days following receipt by the Secretary of the Corporation of a shareholder notification of proposed business pursuant hereto, the Corporation shall advise the shareholder of any deficiencies in the notification. The notifying shareholder may cure such deficiencies within 15 days after receipt of such advice, failing which the shareholder's notification shall be deemed invalid.

 

SECTION 6. Quorum for Shareholder Meetings. At any meeting of the shareholders, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast upon a matter shall constitute a quorum for the transaction of business upon such matter, and the shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

 

SECTION 7. Votes Per Share. Except as otherwise provided in the Articles or by law, every shareholder of record shall have the right, at every shareholders' meeting, to one vote for every share standing in his name on the books of the Corporation. Except as may be explicitly provided for by the Articles with respect to the election of one or more directors by holders of one or more series of Preferred Stock, in the election of directors shareholders shall be entitled to cast for any candidate for election as a director only one vote per share and shall not be entitled to cumulate their votes and cast them for one candidate or distribute them among any two or more candidates.

 

SECTION 8. Proxies.

 

 

 

 

SECTION 9. Required Vote for Shareholder Action. Except in respect of the election of directors (as to which a plurality vote shall be required) and subject to Section 11 of this Article II, all questions submitted to the shareholders and all actions by the shareholders shall be decided by the affirmative vote of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to vote on the matter, unless otherwise provided by the Articles, the Bylaws or by law. For purposes of this section, in the event that a holder of shares of a class or series that is entitled to vote on a matter is present in person or by proxy at a meeting but is not permitted by reason of a legal disability or by a contractual restriction or otherwise to vote the shares

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such holder holds on such matter, the shares held by such holder and not so permitted to be voted shall nevertheless be considered entitled to vote and present for purposes of determining the number of votes required for shareholder action.

 

SECTION 10. Ballots; Judges of Election. Elections for directors need not be by ballot except on demand made by a shareholder at the election and before the voting begins. In advance of any meeting of shareholders, the Board may appoint judges of election who need not be shareholders to act at such meeting or any adjournment thereof, and if such appointment is not made, the chair of any such meeting may, and on request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three and, if appointed at a meeting on request of one or more shareholders or their proxies, the majority of the shares present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge. In case any person appointed as judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board in advance of the convening of the meeting or at the meeting by the person or officer acting as chair of the meeting. On request of the chair of the meeting or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them and execute a certificate of any fact found by them.

 

SECTION 11. Action Without a Meeting.

 

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and (iii) to the extent such notification relates to the nomination of candidates for election as directors, set forth the information specified in subclauses (a), (b), (g), (h), (i), (j), (k) and (l) of Article II, Section 4 of these Bylaws. Within 15 days following receipt by the Secretary of the Corporation of a shareholder notification of nominations of candidates for election as directors or other proposed business to be acted on by written consent pursuant hereto, the Corporation shall advise the shareholder of any deficiencies in the notification. The notifying shareholder may cure such deficiencies within 15 days after receipt of such advice, failing which the shareholder's notification shall be deemed invalid. Notwithstanding the foregoing, if a notifying shareholder and/or beneficial owner that intends to solicit proxies in support of proposed nominees other than the Corporation’s nominees no longer intends to solicit proxies in accordance with its representation pursuant to subclause (j) of Article II, Section 4 of these Bylaws, such notifying shareholder and/or beneficial owner shall inform the Corporation of this change by delivering a writing to the Secretary of the Corporation no later than 2 business days after the occurrence of such change.

 

SECTION 12. Shareholder Participation by Electronic Means. The right of any shareholder to participate in any shareholder meeting by means of conference telephone, the Internet or other electronic means shall be granted solely in the discretion of the Board. Shareholders so participating shall be deemed present at such meeting.

 

ARTICLE III

 

The Board of Directors

 

SECTION 1. Authority of the Board. Except as otherwise provided by law and subject to the provisions of the Articles and the Bylaws, all powers vested by law in the Corporation may be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board which shall be constituted as provided by law, the Articles and the Bylaws.

 

SECTION 2. Number of Directors. Subject to the provisions of law, the Articles and the

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Bylaws, the Board shall consist of not fewer than seven nor more than twelve individuals, the exact number to be set from time to time by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Board, plus such number of additional individuals as may be elected by the holders of Preferred Shares in accordance with the Articles and the Bylaws, provided that no reduction in the number of members shall end the term of office of any director earlier than such term of office would otherwise end.

 

SECTION 3. Vacancies. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled by action of the shareholders or the Board, as provided by and subject to applicable law and the Articles.

 

SECTION 4. Annual Organizational Meeting of the Board. The Board shall hold an annual organizational meeting immediately following the annual meeting of the shareholders at the place thereof, without notice in addition to the notice of the annual meeting of shareholders, or at such other time as soon as practicable after such meeting as the Board shall determine and shall at the annual organizational meeting elect a President, a Secretary and a Treasurer of the Corporation and such other officers of the Corporation as shall be provided by the Bylaws or determined by the Board to be appropriate, shall establish the standing committees of the Board provided by the Bylaws and may take such other action as the Board determines to be appropriate. Officers of the Corporation and standing and other committees of the Board may also be elected at any other time by the Board.

 

SECTION 5. Other Meetings of the Board. All meetings of the Board, other than the annual organizational meeting, shall be held at the principal office of the Corporation unless the Board (or the person or persons entitled to call and calling the meeting) shall decide otherwise, in which case such meetings may be held at such location within or without the Commonwealth of Pennsylvania as the Board (or the person or persons entitled to call and calling the meeting) may from time to time direct. Regular meetings of the Board shall be held at such time (and place) in accordance with such schedule as the Board shall have determined in advance and no further notice of regular meetings of the Board shall be required. The Independent Directors shall meet periodically without any member of management present and, except as the Independent Directors may otherwise determine, without any other director present to consider the overall performance of management and the performance of the role of the Independent Directors in the governance of the Corporation; such meetings shall be held in connection with a regularly scheduled meeting of the Board except as the Independent Directors shall otherwise determine. Special meetings of the Board may be called by the Chair of the Board (if any), a Vice Chair of the Board (if any), the President or by any two or more directors by giving written notice at least two Business Days in advance of the day and hour of the meeting to each director (unless it is determined by the Chair of the Board (if any), a Vice Chair of the Board (if any) or the President to be exigent under the circumstances for the protection of the interests of the Corporation that the Board meet earlier, in which case no less than twenty-four hours' notice shall be given), either personally or by facsimile, or other means including electronic means permitted by law. Attendance at any meeting of the Board shall be a waiver of notice thereof, unless such lack of notice is protested at the outset of the meeting. If all the members of the Board are present at any meeting, no notice of the meeting shall be required. For purposes hereof, written notice shall include notice provided by e-mail or in other electronic form as long as a documentary copy of such electronic notice may be made.

 

SECTION 6. Quorum. A majority of the members of the Whole Board shall constitute a quorum for the transaction of business but, if at any meeting a quorum shall not be present, the meeting may adjourn by a majority of those present until such time, from time to time, until a quorum shall be present.

 

SECTION 7. Telephonic Participation. Directors may participate in a meeting of the Board

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or a committee thereof by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

 

SECTION 8. Chair and Vice Chair of the Board. The Board may, by resolution adopted by a majority of the Whole Board, at any time designate one of its members as Chair of the Board. The Board may, by resolution adopted by the Board, at any time also designate one or more of its members as Vice Chair of the Board. The Chair of the Board shall preside at all meetings of the shareholders. In the absence or unavailability of the Chair of the Board, the Vice Chair of the Board shall preside at meetings of the shareholders and, except as otherwise provided by the Board, in the absence or unavailability of the Vice Chair, the President shall preside at meetings of the shareholders. The Chair of the Board shall preside at the meetings of the Board, shall be responsible for the orderly conduct by the Board of its oversight of the business and affairs of the Corporation and its other duties as provided by law, the Articles and the Bylaws and shall have such other authority and responsibility as the Board may designate. In the absence or unavailability of the Chair of the Board or Vice Chair of the Board, and except as otherwise provided by the Board, the Lead Director, if any, shall preside at meetings of the Board. In the absence or unavailability of a Chair, Vice Chair or Lead Director, the Board shall, by resolution adopted by the Board, designate one of its members to preside at a meeting of the Board. A Vice Chair of the Board shall assist the Chair in the conduct of his duties, including by presiding at meetings of the Board in the absence of the Chair of the Board, and shall have such other authority and responsibility as the Board may designate. A Chair or Vice Chair of the Board shall not be considered an officer of the Corporation unless otherwise provided by the Board.

 

SECTION 9. Committees of the Board. The Board may, by resolution adopted by a majority of the Whole Board, at any time designate one or more committees, each committee to consist of one or more of the directors of the Corporation, except as otherwise provided by the Bylaws. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Subject to the following provisions of this section, any such committee to the extent provided in such resolution shall have and may exercise any or all of the authority and responsibility of the Board in the management of the business and affairs of the Corporation, except at otherwise provided by law, the Articles or the Bylaws. Except as otherwise provided by the Articles, the Bylaws or action of the Board, a quorum for action by a committee shall be a majority of the members (assuming no vacancy) and action by vote of a majority of the members at a meeting duly called at which a quorum is present shall constitute action by the committee. Each committee shall keep a record of its actions and all material actions taken by a committee on behalf of the Board shall be reported to the full Board periodically. In all other respects, the Board may, by resolution adopted by a majority of the Whole Board, establish rules of procedure for a committee, including designating a member of a committee as its chair. In the absence of the designation by the Board of the chair of a committee or the adoption by the Board of rules of procedure for a committee, the committee shall adopt its own rules of procedure and elect its chair. The Board shall establish standing committees of the Board as provided by the following provisions of this section.

 

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SECTION 10. Director Compensation. The Board may set the compensation of directors as permitted by law.

 

ARTICLE IV

 

Officers

 

SECTION 1. Officers Generally. The Board shall designate a President, one or more Vice Presidents, a Treasurer, a Secretary and a General Counsel and shall designate an officer as chief financial officer and an officer as chief accounting officer and may designate such other officers, with such titles, authority and responsibility (including Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries), as the Board considers appropriate for the conduct of the business and affairs of the Corporation. Any two or more offices may be held by the same individual. Unless sooner removed by the Board, all officers shall hold office until the next annual meeting of the Board and until their successors shall have been elected. Any officer may be removed from office at any time, with or without cause, by action of the Board.

 

SECTION 2. President. The President shall be the chief executive officer of the Corporation, shall have general supervision of the business and affairs and all other officers of the Corporation (except that, if there is a Chair of the Board or a Vice Chair of the Board who is considered an officer of the Corporation, the President shall play only such supervisory role with respect thereto as is provided by the Board) and, subject to the direction of the Board, shall have the authority and responsibility customary to such office. In the absence or unavailability of a Chair of the Board or Vice Chair of the Board, and except as otherwise provided by the Board, the President shall preside at meetings of the shareholders.

 

SECTION 3. Vice Presidents; Operation or Division Presidents. The Board may elect one or more Vice Presidents, with such further titles (including designation as President of a division or operation of the Corporation) and with such authority and responsibility as the Board may determine.

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In the absence or disability of the President, his duties shall be performed by one or more Vice Presidents or Operation or Division Presidents as designated by the Board.

 

SECTION 4. Chief Financial Officer; Controller. The Board shall designate an officer as the chief financial officer of the Corporation, who shall have general supervision of the financial affairs of the Corporation, such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office. In the absence or disability of the chief financial officer, his or her duties may be performed by any other officer designated by him or her, by the President or by the Board. The Board shall also designate an officer as the Controller of the Corporation, who shall be the chief accounting officer of the Corporation (and may be the same as or different from the chief financial officer). The Controller shall have general supervision of the books and accounts of the Corporation, such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office. In the absence or disability of the chief accounting officer, his or her duties may be performed by any other officer designated by him or her, by the President or by the Board.

 

SECTION 5. Treasurer. The Treasurer (who may be the same as or different from the chief financial officer and/or the chief accounting officer) shall have supervision and custody of all funds and securities of the Corporation and keep or cause to be kept accurate accounts of all money received or payments made by the Corporation, and shall have such other authority and responsibility as provided by the Bylaws or as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office. The Treasurer shall be ex-officio, and have the authority and responsibility of, an Assistant Secretary.

 

SECTION 6. General Counsel. The Board shall designate a General Counsel for the Corporation, who shall be the Corporation's chief legal officer and shall have general supervision of the legal affairs of the Corporation and such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office.

 

SECTION 7. Secretary. The Secretary of the Corporation shall have custody of the minutes of the meetings of the Board, its committees and the shareholders, of the Articles as amended and the Bylaws as amended and such other records of the Corporation as respect its existence and authority to conduct business, shall have such other authority and responsibility as provided by the Bylaws or as the Board may designate and, subject thereto, the authority and responsibility customary to such office. The Secretary of the Corporation shall send out notices of meetings of the Board and shareholders as required by law or the Bylaws. The Secretary of the Corporation shall attend and keep the minutes of the Board except as the Board may otherwise designate. The Secretary of the Corporation shall be ex-officio, and have the authority and responsibility of, an Assistant Treasurer.

 

SECTION 8. Assistant Treasurers; Assistant Secretaries. In the absence or disability of the Secretary of the Corporation, his or her duties may be performed by an Assistant Secretary. In the absence or disability of the Treasurer, his or her duties may be performed by an Assistant Treasurer. Such assistant officers shall also have such authority and responsibility as may be assigned to them by the Board.

 

SECTION 9. Bonded Officers and Employees. Such officers and employees of the Corporation as the Board shall determine shall give bond for the faithful discharge of their duties in such form and for such amount and with such surety or sureties as the Board shall require. The expense of procuring such bonds shall be borne by the Corporation.

 

ARTICLE V

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Limitation on Directors' Personal Liability; Indemnification of Directors, Officers, Employees and Agents

 

SECTION 1. Limitation on Directors' Personal Liability. A director of the Corporation shall not be personally liable for monetary damages for any action taken or failure to take any action unless the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended, and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director

 

 

SECTION 2. Indemnification of Directors, Officers, Employees and Agents.

 

 

 

 

 

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SECTION 3. No Retroactive Amendment. No amendment, alteration or repeal of this Article V, nor the adoption of any provision inconsistent with this Article V, shall adversely affect any limitation on the personal liability of a director or officer, or the rights of a person to indemnification and advancement of expenses, existing at the time of such amendment, modification or repeal, or the adoption of such an inconsistent provision.

 

 

 

 

 

 

ARTICLE VI

 

Seal

 

The Corporation shall have a seal that shall contain the words "Armstrong World Industries,

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Inc." and may be affixed to documents of the Corporation as prima facie evidence of the act of the Corporation to the extent provided by law.

 

ARTICLE VII

 

Share Certificates and Transfers

 

SECTION 1. Form of Share Certificates. Shares of the Corporation may be represented by certificates or may be uncertificated, but shareholders shall be entitled to receive share certificates representing their shares as provided by law. Share certificates shall be in such form as the Board may from time to time determine and shall be signed by the President or one of the Vice Presidents and countersigned by the Treasurer or an Assistant Treasurer or the Secretary of the Corporation or an Assistant Secretary and embossed with the seal of the Corporation or, if not so signed and sealed, shall bear the engraved or printed facsimile signatures of the officers authorized to sign and the engraved or printed facsimile of the seal of the Corporation. The death, incapacity, resignation or removal of an officer who signed or whose facsimile signature appears on a share certificate shall not affect the validity of the share certificate.

 

SECTION 2. Transfers of Record. The shares of the Corporation shall, upon the surrender and cancellation of the certificate or certificates representing the same, be transferred upon the books of the Corporation at the request of the holder thereof, named in the surrendered certificate or certificates, in person or by his legal representatives or by his attorney duly authorized by written power of attorney filed with the Corporation or its transfer agent. In case of loss or destruction of a certificate of stock, another may be issued in lieu thereof in such manner and upon such terms as the Board shall authorize.

 

SECTION 3. Record Dates. The Board may set a time, not more than 90 days prior to the date of any meeting of the shareholders, or the date set for the payment of any dividend or distribution or the date for the allotment of rights, or the date when any change or conversion or exchange of shares stock will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares of the Corporation. In such case, only such shareholders as shall be shareholders of record on the date so set shall be entitled to notice of, or to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or exercise such rights, as the case may be, notwithstanding any transfer of shares of the Corporation on the books of the Corporation after any record date set as aforesaid.

 

ARTICLE VIII

 

Fiscal Year; Financial Statements

 

The fiscal year of the Corporation shall end on the 31st day of December. Without limiting any other financial reporting obligation the Corporation may have, the Board shall mail or otherwise cause to be sent to the shareholders, within 120 days after the close of each fiscal year, financial statements which shall include a balance sheet as of the end of such year, together with a statement of income and expense for such year, prepared so as to present fairly the financial condition and results of its operations of the Corporation in accordance with generally accepted accounting principles. Such financial statements shall have been audited in accordance with generally accepted auditing standards by a firm of independent certified public accountants and shall be accompanied by such firm's opinion as to the fairness of the presentation thereof.

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ARTICLE IX

 

Forum for Adjudication of Certain Disputes

 

Unless the Corporation consents in writing to the selection of an alternative judicial forum (an “Alternative Forum Consent”), the sole and exclusive judicial forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting or alleging any claim of breach of a fiduciary duty owed by any director, officer, shareholder, employee or agent of the Corporation to the Corporation or the Corporation's shareholders, (iii) any action asserting or alleging any claim against the Corporation or against any director, officer, shareholder, employee or agent of the Corporation arising pursuant to, or involving any application, interpretation, enforcement or determination of validity of, any provision of the Pennsylvania Associations Code, the Business Corporation Law of the Commonwealth of Pennsylvania, the Articles of Incorporation of the Corporation or these Bylaws (as any of the foregoing may be amended and in effect from time to time), or (iv) any action asserting or alleging any claim against the Corporation or against any director, officer, shareholder, employee or agent of the Corporation governed by or involving the internal affairs doctrine of the Commonwealth of Pennsylvania; shall in each such instance, be a state court located within Lancaster County, Pennsylvania or, if no state court located within Lancaster County has jurisdiction over any such case or proceeding, the U.S. federal district court for the Eastern District of Pennsylvania, in each such case, unless such state or federal courts, as applicable, have dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Without limiting any of the foregoing, nothing contained in this Article IX is intended to limit, determine or address the merits or substance of any action or proceeding (including, whether any action or proceeding should be commenced or maintained against the Corporation or against any of the Corporation’s directors, officers, shareholders, employees or agents, or whether any particular type or form of remedy or relief should be sought or is available against the Corporation or against any of its directors, officers or employees), but instead, the provisions of this Article IX are solely procedural in nature and govern only the exclusive location, forum and venue for the commencement of actions and proceedings expressly enumerated in clauses (i) through (iv) of the immediately preceding sentence. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article IX with respect to any current or future actions or claims.

 

ARTICLE X

 

Amendments

 

The Bylaws, as from time to time in effect, may be amended, modified or repealed, in whole or in part, at any time and from time to time in any respect by either (i) the shareholders, by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on the matter, or (ii) by the Board, by the affirmative vote of a majority of the Whole Board, in either case except as otherwise provided by law or by the Articles or by Section 2 of this Article of the Bylaws (as in effect at the Effective Time).

 

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ARTICLE XI

 

Effective Time

 

The foregoing Bylaws were originally adopted before the Effective Time by action of the sole shareholder of the Corporation and became effective upon the filing with the office of the Secretary of State of the Commonwealth of Pennsylvania of Amended and Restated Articles of Incorporation of the Corporation and the effectiveness of such Amended and Restated Articles of Incorporation in accordance with law on October 2, 2006 (the "Effective Time").

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Exhibit 99.1

Armstrong World Industries Reports

Second-Quarter 2024 Results

(All comparisons versus the prior year period unless otherwise stated)

LANCASTER, Pa., July 30, 2024 -- Armstrong World Industries, Inc. (NYSE:AWI), a leader in the design, innovation and manufacture of ceiling and wall solutions in the Americas, today reported record second-quarter 2024 financial results highlighted by strong sales and earnings growth.

“With double digit net sales growth and record earnings, our second-quarter results further demonstrate the resilience of our business model and the strength of our growth initiatives,” said Vic Grizzle, President and CEO of Armstrong World Industries. “As market demand stabilizes, we also are continuing to see the benefits from our balanced set of end-markets and the consistent operational execution of our teams. With our team’s relentless focus on Mineral Fiber Average Unit Value improvement, market-driven innovation, operational excellence and Architectural Specialties expansion, we expect to continue delivering consistent top-line growth with robust EBITDA margins.”

Second-Quarter Results

(Dollar amounts in millions except per-share data)		For the Three Months Ended June 30,
		2024				2023				Change
Net sales		$	365.1			$	325.4			12.2%
Operating income		$	95.0			$	87.0			9.2%
Operating income margin (Operating income as a % of net sales)			26.0	%			26.7	%		(70)bps
Net earnings		$	65.9			$	60.2			9.5%
Diluted net earnings per share		$	1.50			$	1.34			11.9%
Additional Non-GAAP* Measures
Adjusted EBITDA		$	125			$	111			12.5%
Adjusted EBITDA margin (Adjusted EBITDA as a % of net sales)			34.3	%			34.2	%		10bps
Adjusted net earnings		$	71			$	62			14.7%
Adjusted diluted net earnings per share		$	1.62			$	1.38			17.4%

 

* The Company uses non-GAAP adjusted measures in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods and are useful alternative measures of performance. Reconciliations of the most comparable generally accepted accounting principles in the United States ("GAAP") measure are found in the tables at the end of this press release. Excluding per share data, non-GAAP figures are rounded to the nearest million and corresponding percentages are rounded to the nearest decimal.

 

Second-quarter 2024 consolidated net sales increased 12.2% from prior-year results, driven by higher volumes of $27 million and favorable Average Unit Value (dollars per unit sold, or "AUV") of $13 million. Architectural Specialties net sales increased $24 million and Mineral Fiber net sales increased $16 million. Architectural Specialties segment net sales improved primarily from a $20 million contribution from our April 2024 acquisition of 3form, LLC ("3form")

---

and our October 2023 acquisition of BOK Modern, LLC ("BOK"). The increase in Mineral Fiber net sales was primarily driven by favorable AUV and, to a lesser extent, higher sales volumes.

Consolidated operating income increased 9.2% in the second quarter of 2024 primarily due a $17 million margin benefit from higher sales volumes and a $9 million benefit from favorable AUV. These benefits were partially offset by an $18 million increase in selling, general and administrative (“SG&A”) expenses due to the impact of acquisitions and an increase in Mineral Fiber SG&A expenses.

Second-Quarter Segment Results

Mineral Fiber

(Dollar amounts in millions)		For the Three Months Ended June 30,
		2024				2023				Change
Net sales		$	250.2			$	234.0			6.9%
Operating income		$	81.7			$	75.5			8.2%
Adjusted EBITDA*		$	104			$	95			10.4%
Operating income margin			32.7	%			32.3	%		40bps
Adjusted EBITDA margin*			41.7	%			40.4	%		130bps

 

Mineral Fiber net sales increased 6.9% in the second quarter of 2024 due to $13 million of favorable AUV and $3 million of higher sales volumes. The improvement in AUV was driven primarily by favorable like-for-like price, with a modest contribution from favorable mix. The second quarter increase in volumes was primarily driven by stabilizing demand and the benefit from growth initiatives compared to the prior-year period.

Mineral Fiber operating income increased in the second quarter of 2024 primarily due to a $9 million benefit from favorable AUV, a $3 million decrease in manufacturing and input costs, a $2 million increase from higher sales volumes and a $2 million increase in WAVE equity earnings. These benefits were partially offset by a $9 million increase in SG&A expenses, driven primarily by $3 million of higher incentive compensation, an increase in employee costs due to inflationary pressures, accruals for environmental remediation matters and higher depreciation and amortization.

 

Architectural Specialties

(Dollar amounts in millions)		For the Three Months Ended June 30,
		2024				2023				Change
Net sales		$	114.9			$	91.4			25.7%
Operating income		$	14.2			$	12.2			16.4%
Adjusted EBITDA*		$	21			$	17			25.1%
Operating income margin			12.4	%			13.3	%		(90)bps
Adjusted EBITDA margin*			18.4	%			18.5	%		(10)bps

 

Second-quarter 2024 Architectural Specialties net sales increased 25.7% from prior-year results, driven primarily by a $20 million contribution 3form and BOK, and to a lesser extent, increased custom project net sales.

Architectural Specialties operating income increased in the second quarter of 2024 primarily due to a $14 million margin benefit from increased sales, driven primarily by the acquisitions of 3form and BOK, and partially due to improved project margins. This increase was partially offset by an $9 million increase in SG&A expenses, primarily due to the acquisitions of 3form and BOK as well as a $3 million increase in manufacturing costs. The decline in segment operating income margin was solely driven by the acquisitions of 3form and BOK.

 

Unallocated Corporate

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

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Cash Flow

Year to date cash flows from operating activities in 2024 decreased $10 million in comparison to the prior-year period, while cash flows from investing activities decreased $75 million versus the prior-year period. The change in operating cash flows was driven by higher cash earnings offset by unfavorable working capital changes, most notably timing-related changes in receivables, and an increase in cash paid for income taxes. The decrease in investing cash flows was primarily due to the acquisition of 3form, partially offset by lower purchases of property, plant and equipment.

 

Share Repurchase Program

During the second quarter of 2024, we repurchased 0.1 million shares of common stock for a total cost of $10 million, excluding the cost of commissions and taxes. As of June 30, 2024, there was $692 million remaining under the Board of Directors' current authorized share repurchase program**.

** In July 2016, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $150 million of our outstanding common stock through July 2018 (the “Program”). Pursuant to additional authorization and extensions of the Program approved by our Board of Directors, including $500 million authorized on July 18, 2023, we are authorized to purchase up to $1,700 million of our outstanding shares of common stock through December 2026. Since inception and through June 30, 2024, we have repurchased 14.4 million shares under the Program for a total cost of $1,008 million, excluding commissions and taxes.

 

Updating 2024 Outlook

“Given our solid second quarter performance and improved line of sight for the full year, we are increasing our guidance for all key metrics,” said Chris Calzaretta, AWI Senior Vice President and CFO. “We now expect operating conditions in the second half of the year to be similar to the first half. With this backdrop, we expect to expand Adjusted EBITDA margin at the total company level and we will continue our disciplined deployment of capital to create value for shareholders.”

 

				For the Year Ended December 31, 2024
(Dollar amounts in millions except per-share data)	2023 Actual			Current Guidance							VPY Growth %
Net sales	$	1,295		$	1,415		to	$	1,440		9%	to	11%
Adjusted EBITDA*	$	430		$	474		to	$	486		10%	to	13%
Adjusted diluted net earnings per share*	$	5.32		$	6.00		to	$	6.15		13%	to	16%
Adjusted free cash flow*	$	263		$	288		to	$	300		10%	to	14%

Earnings Webcast

Management will host a live webcast conference call at 10:00 a.m. ET today, to discuss second-quarter 2024 results. This event will be available on the Company's website. The call and accompanying slide presentation can be found on the investor relations section of the Company's website at www.armstrongworldindustries.com. The replay of this event will be available on the website for up to one year after the date of the call.

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Uncertainties Affecting Forward-Looking Statements

Disclosures in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, expected savings from cost management initiatives, the performance of our WAVE joint venture, market and broader economic conditions and guidance. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including our quarterly report for the quarter ended June 30, 2024, that the Company expects to file today. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.

About Armstrong and Additional Information

Armstrong World Industries, Inc. is a leader in the design, innovation and manufacture of innovative ceiling and wall system solutions in the Americas. With $1.3 billion in revenue in 2023, AWI has approximately 3,500 employees and a manufacturing network of 19 facilities, plus seven facilities dedicated to its WAVE joint venture. For over 160 years, Armstrong has delivered products and services to our customers that can transform how people design, build and experience spaces with aesthetics, acoustics, wellbeing and sustainability in mind.

More details on the Company’s performance can be found in its report on Form 10-Q for the quarter ended June 30, 2024, that the Company expects to file with the SEC today.

Contact

Investors & Media: Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354

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Reported Financial Results

(Amounts in millions, except per share data)

SELECTED FINANCIAL RESULTS

Armstrong World Industries, Inc. and Subsidiaries

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net sales		$	365.1			$	325.4			$	691.4			$	635.6
Cost of goods sold			215.8				201.4				417.8				399.5
Gross profit			149.3				124.0				273.6				236.1
Selling, general and administrative expenses			79.9				61.9				145.6				124.6
Loss related to change in fair value of contingent consideration			0.7				-				0.4				-
Equity (earnings) from unconsolidated affiliates, net			(26.3	)			(24.9	)			(53.5	)			(45.7	)
Operating income			95.0				87.0				181.1				157.2
Interest expense			11.1				9.2				20.1				17.9
Other non-operating (income), net			(3.2	)			(2.2	)			(6.3	)			(4.6	)
Earnings before income taxes			87.1				80.0				167.3				143.9
Income tax expense			21.2				19.8				41.5				36.4
Net earnings		$	65.9				60.2			$	125.8			$	107.5
Diluted net earnings per share of common stock		$	1.50			$	1.34			$	2.86			$	2.38
Average number of diluted common shares outstanding			44.0				45.0				44.0				45.2

 

SEGMENT RESULTS

Armstrong World Industries, Inc. and Subsidiaries

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net Sales
Mineral Fiber		$	250.2			$	234.0			$	489.8			$	462.4
Architectural Specialties			114.9				91.4				201.6				173.2
Total net sales		$	365.1			$	325.4			$	691.4			$	635.6

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Segment operating income (loss)
Mineral Fiber		$	81.7			$	75.5			$	160.9			$	139.3
Architectural Specialties			14.2				12.2				21.9				19.4
Unallocated Corporate			(0.9	)			(0.7	)			(1.7	)			(1.5	)
Total consolidated operating income		$	95.0			$	87.0			$	181.1			$	157.2

 

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SELECTED BALANCE SHEET INFORMATION

Armstrong World Industries, Inc. and Subsidiaries

 

		Unaudited
		June 30, 2024				December 31, 2023
Assets
Current assets		$	351.2			$	313.0
Property, plant and equipment, net			599.3				566.4
Other non-current assets			869.7				793.0
Total assets		$	1,820.2			$	1,672.4
Liabilities and shareholders’ equity
Current liabilities		$	200.0			$	194.5
Non-current liabilities			951.2				886.1
Shareholders' equity			669.0				591.8
Total liabilities and shareholders’ equity		$	1,820.2			$	1,672.4

 

SELECTED CASH FLOW INFORMATION

Armstrong World Industries, Inc. and Subsidiaries

(Unaudited)

		For the Six Months Ended June 30,
		2024				2023
Net earnings		$	125.8			$	107.5
Other adjustments to reconcile net earnings to net cash provided by operating activities			3.6				(0.8	)
Changes in operating assets and liabilities, net			(45.7	)			(12.8	)
Net cash provided by operating activities			83.7				93.9
Net cash (used for) investing activities			(81.4	)			(6.0	)
Net cash provided by (used for) financing activities			1.1				(92.6	)
Effect of exchange rate changes on cash and cash equivalents			(0.6	)			0.3
Net increase (decrease) in cash and cash equivalents			2.8				(4.4	)
Cash and cash equivalents at beginning of year			70.8				106.0
Cash and cash equivalents at end of period		$	73.6			$	101.6

 

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Supplemental Reconciliations of GAAP to non-GAAP Results (unaudited)

(Amounts in millions, except per share data)

To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of performance adjusted to exclude the impact of certain discrete expenses and income including adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), adjusted diluted earnings per share ("EPS") and adjusted free cash flow. Investors should not consider non-GAAP measures as a substitute for GAAP measures. The Company excludes certain acquisition related expenses (i.e. – impact of adjustments related to the fair value of inventory, contingent third-party professional fees, changes in the fair value of contingent consideration and deferred compensation accruals for acquisitions). The deferred compensation accruals were for cash and stock awards that are recorded over each award's respective vesting period, as such payments were subject to the sellers’ and employees’ continued employment with the Company. The Company also excludes all acquisition-related intangible amortization from adjusted net earnings and in calculations of adjusted diluted EPS. Examples of other excluded items have included plant closures, restructuring charges and related costs, impairments, separation costs and other cost reduction initiatives, environmental site expenses and environmental insurance recoveries, endowment level charitable contributions, the impact of defined benefit plan settlements, and certain other gains and losses. The Company also excludes income/expense from its U.S. Retirement Income Plan (“RIP”) in the non-GAAP results as it represents the actuarial net periodic benefit credit/cost recorded. For all periods presented, the Company was not required and did not make cash contributions to the RIP based on guidelines established by the Pension Benefit Guaranty Corporation, nor does the Company expect to make cash contributions to the plan in 2024. Adjusted free cash flow is defined as cash from operating and investing activities, adjusted to remove the impact of cash used or proceeds received for acquisitions and divestitures, environmental site expenses and environmental insurance recoveries. Management's adjusted free cash flow measure includes returns of investment from WAVE and cash proceeds received from the settlement of company-owned life insurance policies, which are presented within investing activities on our condensed consolidated statement of cash flows. The Company uses these adjusted performance measures in managing the business, including communications with its Board of Directors and employees, and believes that they provide users of this financial information with meaningful comparisons of operating performance between current results and results in prior periods. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance, as well as prospects for its future performance. The Company also uses adjusted EBITDA and adjusted free cash flow (with further adjustments, when necessary) as factors in determining at-risk compensation for senior management. These non-GAAP measures may not be defined and calculated the same as similar measures used by other companies. Non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies. A reconciliation of these adjustments to the most directly comparable GAAP measures is included in this release and on the Company’s website. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures.

In the following charts, numbers may not sum due to rounding. Excluding adjusted diluted EPS, non-GAAP figures are rounded to the nearest million and corresponding percentages are rounded to the nearest percent based on unrounded figures.

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Consolidated Results – Adjusted EBITDA

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net sales		$	365			$	325			$	691			$	636
Net earnings		$	66			$	60			$	126			$	108
Add: Income tax expense			21				20				42				36
Earnings before income taxes		$	87			$	80			$	167			$	144
Add: Interest/other income and expense, net			8				7				14				13
Operating income		$	95			$	87			$	181			$	157
Add: RIP expense (1)			1				1				1				1
Add: Acquisition-related impacts (2)			2				1				2				3
Add: Cost reduction initiatives			-				-				-				3
Add: WAVE pension settlement (3)			1				-				1				-
Add: Environmental expense			1				-				1				-
Adjusted operating income		$	100			$	89			$	186			$	164
Add: Depreciation and amortization			25				22				50				43
Adjusted EBITDA		$	125			$	111			$	236			$	207
Operating income margin			26.0	%			26.7	%			26.2	%			24.7	%
Adjusted EBITDA margin			34.3	%			34.2	%			34.1	%			32.6	%

(1) RIP expense represents only the plan service cost that is recorded within Operating income. For all periods presented, we were not required to and did not make cash contributions to our RIP.

(2) Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.

(3) Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

 

Mineral Fiber

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net sales		$	250			$	234			$	490			$	462
Operating income		$	82			$	76			$	161			$	139
Add: Acquisition-related impacts (1)			1				-				-				-
Add: Cost reduction initiatives			-				-				-				3
Add: WAVE pension settlement (2)			1				-				1				-
Add: Environmental expense			1				-				1				-
Adjusted operating income		$	85			$	76			$	164			$	142
Add: Depreciation and amortization			20				19				40				37
Adjusted EBITDA		$	104			$	95			$	203			$	179
Operating income margin			32.7	%			32.3	%			32.9	%			30.1	%
Adjusted EBITDA margin			41.7	%			40.4	%			41.5	%			38.6	%

 

(1) Represents the impact of acquisition-related adjustments for changes in fair value of contingent consideration.

(2) Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

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Architectural Specialties

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net sales		$	115			$	91			$	202			$	173
Operating income		$	14			$	12			$	22			$	19
Add: Acquisition-related impacts (1)			1				1				1				3
Adjusted operating income		$	15			$	14			$	23			$	22
Add: Depreciation and amortization			6				3				10				6
Adjusted EBITDA		$	21			$	17			$	33			$	29
Operating income margin			12.4	%			13.3	%			10.9	%			11.2	%
Adjusted EBITDA margin			18.4	%			18.5	%			16.5	%			16.5	%

(1) Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.

 

Unallocated Corporate

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Operating (loss)		$	(1	)		$	(1	)		$	(2	)		$	(2	)
Add: RIP expense (1)			1				1				1				1
Adjusted operating (loss)		$	-			$	-			$	(1	)		$	-
Add: Depreciation and amortization			-				-				-				-
Adjusted EBITDA		$	-			$	-			$	-			$	-

 

(1) RIP expense represents only the plan service cost that is recorded within Operating income. For all periods presented, we were not required to and did not make cash contributions to our RIP.

 

Consolidated Results – Adjusted Free Cash Flow

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2024				2023				2024				2023
Net cash provided by operating activities		$	57			$	68			$	84			$	94
Net cash (used for) investing activities			(87	)			(5	)			(81	)			(6	)
Net cash (used for) provided by operating and investing activities		$	(30	)		$	63			$	2			$	88
Add: Cash paid for acquisitions, net of cash acquired and investment in unconsolidated affiliate			94				10				99				10
Add: Arktura deferred compensation (1)			-				-				6				-
Add: Contingent consideration in excess of acquisition-date fair value (1)			-				-				-				5
(Less): Proceeds from sale of facility (2)			(2	)			-				(2	)			-
Adjusted Free Cash Flow		$	62			$	73			$	105			$	103

 

(1) Deferred compensation and contingent consideration payments related to 2020 acquisitions and were recorded as components of net cash provided by operating activities.

(2) Proceeds related to the sale of Architectural Specialties design center.

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Consolidated Results – Adjusted Diluted Earnings Per Share (EPS)

	For the Three Months Ended June 30,													For the Six Months Ended June 30,
	2024						2023							2024						2023
	Total			Per Diluted Share			Total			Per Diluted Share				Total			Per Diluted Share			Total			Per Diluted Share
Net earnings	$	66		$	1.50		$	60		$	1.34			$	126		$	2.86		$	108		$	2.38
Add: Income tax expense		21						20							42						36
Earnings before income taxes	$	87					$	80						$	167					$	144
(Less): RIP (credit) (1)		-						-							-						(1	)
Add: Acquisition-related impacts (2)		2						1							2						3
Add: Acquisition-related amortization (3)		3						1							5						3
Add: Cost reduction initiatives		-						-							-						3
Add: WAVE pension settlement (4)		1						-							1						-
Add: Environmental expense		1						-							1						-
Adjusted net earnings before income taxes	$	94					$	83						$	176					$	151
(Less): Adjusted income tax expense (5)		(23	)					(20	)						(44	)					(38	)
Adjusted net earnings	$	71		$	1.62		$	62		$	1.38			$	132		$	3.00		$	113		$	2.50
Adjusted diluted EPS change versus prior year				17.4%													20.0%
Diluted shares outstanding					44.0						45.0							44.0						45.2
Effective tax rate				24%						25%							25%						25%

 

(1) RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of net earnings. For all periods presented, we were not required to and did not make cash contributions to our RIP.

(2) Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.

(3) Represents acquisition-related intangible amortization, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles.

(4) Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

(5) Adjusted income tax expense is calculated using the effective tax rate multiplied by the adjusted net earnings before income taxes.

 

Adjusted EBITDA Guidance

		For the Year Ending December 31, 2024
		Low				High
Net earnings		$	254		to	$	257
Add: Income tax expense			85				87
Earnings before income taxes		$	339		to	$	344
Add: Interest expense			40				42
Add: Other non-operating (income), net			(12	)			(11	)
Operating income		$	367		to	$	375
Add: RIP expense (1)			2				2
Add: Acquisition-related impacts (2)			2				2
Add: Environmental expense			1				1
Add: WAVE pension settlement (3)			1				1
Adjusted operating income		$	374		to	$	380
Add: Depreciation and amortization			100				106
Adjusted EBITDA		$	474		to	$	486

 

(1) RIP expense represents only the plan service cost that is recorded within Operating income. We do not expect to make cash contributions to our RIP.

(2) Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees and changes in fair value of contingent consideration.

(3) Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

 

 

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Adjusted Diluted Net Earnings Per Share Guidance

 

		For the Year Ending December 31, 2024
		Low				Per Diluted Share(1)				High				Per Diluted Share(1)
Net earnings		$	254			$	5.76		to	$	257			$	5.87
Add: Income tax expense			85								87
Earnings before income taxes		$	339						to	$	344
Add: RIP (credit) (2)			(2	)							(1	)
Add: Acquisition-related amortization (3)			11								12
Add: Acquisition-related impacts (4)			2								2
Add: Environmental expense			1								1
Add: WAVE pension settlement (5)			1								1
Adjusted earnings before income taxes		$	352						to	$	358
(Less): Adjusted income tax expense (6)			(88	)							(89	)
Adjusted net earnings		$	264			$	6.00		to	$	269			$	6.15

 

(1) Adjusted diluted EPS guidance for 2024 is calculated based on approximately 44 million of diluted shares outstanding.

(2) RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of net earnings. We do not expect to make any cash contributions to our RIP.

(3) Represents acquisition-related intangible amortization, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles.

(4) Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third party professional fees and changes in fair value of contingent consideration.

(5) Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

(6) Income tax expense is based on an adjusted effective tax rate of approximately 25%, multiplied by adjusted earnings before income taxes.

 

Adjusted Free Cash Flow Guidance

 

		For the Year Ending December 31, 2024
		Low				High
Net cash provided by operating activities		$	171		to	$	183
Add: Return of investment from joint venture			94				104
Add: Cash paid for acquisitions, net of cash acquired and investment in unconsolidated affiliate			99				99
Add: Arktura deferred compensation (1)			6				6
(Less): Proceeds from sale of facility (2)			(2	)			(2	)
Adjusted net cash provided by operating activities		$	368		to	$	390
Less: Capital expenditures			(80	)			(90	)
Adjusted Free Cash Flow		$	288		to	$	300

 

(1) Deferred compensation payments related to 2020 acquisition recorded as a component of net cash provided by operating activities.

(2) Proceeds related to the sale of Architectural Specialties design center.

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2nd Quarter 2024Earnings Presentation July 30, 2024 Exhibit 99.2

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Safe Harbor Statement Worthington Armstrong Joint Venture (“WAVE”). Disclosures in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, expected savings from cost management initiatives, the performance of our WAVE1 joint venture, market and broader economic conditions and guidance. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including our report for the quarterly period ended June 30, 2024, that the Company expects to file today. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law. In addition, we will be referring to non-Generally Accepted Accounting Principles in the United States (“GAAP”) financial measures within the meaning of SEC Regulation G. A reconciliation of the differences between these measures with the most directly comparable financial measures calculated in accordance with GAAP is included within this presentation and available on the Investor Relations page of our website at www.armstrongceilings.com. The guidance in this presentation is only effective as of the date given, July 30, 2024, and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance.

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Basis of Presentation Explanation The deferred compensation accruals were for cash and stock awards that are recorded over each awards’ respective vesting period, as such payments were subject to the sellers’ and employees’ continued employment with the Company. Results throughout this presentation are presented on a normalized basis. We remove the impact of certain discrete expenses and income in certain measures including adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), adjusted diluted earnings per share (“EPS”) and adjusted free cash flow. The Company excludes certain acquisition related expenses (i.e. – impact of adjustments related to the fair value of inventory, contingent third-party professional fees, changes in the fair value of contingent consideration and deferred compensation accruals1 for acquisitions). The Company also excludes all acquisition-related amortization from adjusted net earnings and in calculations of adjusted diluted EPS. Examples of other excluded items have included plant closures, restructuring charges and related costs, impairments, separation costs and other cost reduction initiatives, environmental site expenses and environmental insurance recoveries, endowment level charitable contributions, the impact of defined benefit plan settlements, and certain other gains and losses. The Company also excludes income/expense from its U.S. Retirement Income Plan (“RIP”) in the non-GAAP results as it represents the actuarial net periodic benefit credit/cost recorded. For all periods presented, the Company was not required to and did not make cash contributions to the RIP based on guidelines established by the Pension Benefit Guaranty Corporation, nor does the Company expect to make cash contributions to the plan in 2024. Our tax rate may be adjusted for certain discrete items, which are identified in the footnotes. Investors should not consider non-GAAP measures as a substitute for GAAP measures. Excluding adjusted diluted EPS, non-GAAP figures are rounded to the nearest million and corresponding percentages are based on unrounded figures. Operating Segments: “MF”: Mineral Fiber, “AS”: Architectural Specialties, “UC”: Unallocated Corporate All dollar figures throughout the presentation are in $ millions, except per share data, and all comparisons are versus the applicable prior-year period unless otherwise noted. Figures may not sum due to rounding.

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GAAP and non-GAAP Financial Results AWI Consolidated Results Q2 2024 Q2 2023 YTD 2024 YTD 2023 Net sales $365.1 $325.4 $691.4 $635.6 Net earnings $65.9 $60.2 $125.8 $107.5 Operating income $95.0 $87.0 $181.1 $157.2 Adj. EBITDA* $125 $111 $236 $207 Operating income margin (operating income % of net sales) 26.0% 26.7% 26.2% 24.7% Adj. EBITDA margin* (Adj. EBITDA % of net sales) 34.3% 34.2% 34.1% 32.6% Diluted net earnings per share $1.50 $1.34 $2.86 $2.38 Adj. diluted net earnings per share* $1.62 $1.38 $3.00 $2.50 Net cash (used for) provided by operating & investing activities ($30.0) $63.2 $2.3 $87.9 Adj. free cash flow* $62 $73 $105 $103 Net cash (used for) provided by operating & investing activities % of net sales (8.2%) 19.4% 0.3% 13.8% Adj. free cash flow margin* (Adj. free cash flow % of net sales) 16.9% 22.5% 15.2% 16.2% Segment Results Q2 2024 Q2 2023 MF AS UC MF AS UC Net sales $250.2 $114.9 - $234.0 $91.4 - Operating income (loss) $81.7 $14.2 ($0.9) $75.5 $12.2 ($0.7) Adj. EBITDA* $104 $21 - $95 $17 - Operating income margin (operating income % of net sales) 32.7% 12.4% NM 32.3% 13.3% NM Adj. EBITDA margin* (Adj. EBITDA % of net sales) 41.7% 18.4% NM 40.4% 18.5% NM *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. “NM”: Not meaningful.

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$365M (+12% VPY) Net Sales $125M (+13% VPY) Adj. EBITDA* $1.62 (+17% VPY) Adj. Diluted EPS* $105M (+2% VPY) YTD Adj. Free Cash Flow* 2nd Quarter 2024 Key Takeaways Double-Digit Top and Bottom-Line Growth *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Average Unit Value (“AUV”). Includes both like-for-like price and mix impacts. Recent acquisitions include the April 2024 acquisition of 3form, LLC (“3form”) and the October 2023 acquisition of BOK Modern, LLC (“BOK”). AWI net sales up 12% and Adj. EBITDA* up 13% Total company Adj. EBITDA margin* expanded 10bps to 34.3% Mineral Fiber segment Adj. EBITDA* up 10%Adj. EBITDA margin* expanded 130bps to 41.7%, primarily due to strong AUV1 Architectural Specialties segment Adj. EBITDA* up 25%Recent acquisitions2 primarily drove double digit AS sales and Adj. EBITDA* growth; steady Adj. EBITDA margin* of 18.4% including recent acquisitions Raising 2024 Guidance Solid Q2 performance and improved expectations for second half ™

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Mineral Fiber Q2 2024 Results Solid Sales Growth with Robust Adj. EBITDA Margin* Expansion *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Excludes the change in depreciation and amortization throughout the presentation. Includes raw material, energy and freight impacts, in addition to inventory valuation impacts. Worthington Armstrong Joint Venture (“WAVE”). Net Sales Growth VPY Q2 Mineral Fiber Key Highlights ● 6% topline AUV growth driven primarily from positive like-for-like pricing and, to a lesser extent, favorable mix ● Volume growth on stabilizing demand and growth initiatives ● Input costs favorably impacted by lower freight and energy costs, and inventory valuations ● SG&A increase driven primarily by incentive comp & inflationary pressures ● Adj. EBITDA margin* expanded 130bps to 41.7% Adj. EBITDA* VPY Q1 Q2 2023 Adj. EBITDA* $84 $95 AUV 13 9 Volume (5) 2 Manufacturing1 - - Input Costs2 4 4 SG&A1 (4) (7) WAVE3 7 2 2024 Adj. EBITDA* $99 $104 % Change 18% 10% +7%

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Architectural Specialties Q2 2024 Results Robust Sales Growth Driven by Recent Acquisitions *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Excludes the change in depreciation and amortization throughout the presentation. Adj. EBITDA* VPY Q1 Q2 2023 Adj. EBITDA* $12 $17 Sales 4 14 Manufacturing1 (1) (2) SG&A1 (2) (8) 2024 Adj. EBITDA* $12 $21 % Change 4% 25% Q2 Architectural Specialties Key Highlights ● Sales growth driven primarily by recent acquisitions ● Increased SG&A driven by 3form and BOK ● Total AS Adj. EBITDA margin* compressed 10bps to 18.4% due to recent acquisitions ● 3form performance in line with expectations ● Transportation activity remains strong and supports multi-year opportunity Net Sales Growth VPY +26%

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Q2 2024 Consolidated Company Key Metrics Solid AUV and Recent Acquisitions Drive Top and Bottom-Line Growth Q2 2023 Q2 2024 Variance Net Sales $325 $365 12% Adj. EBITDA* $111 $125 13% Adj. EBITDA Margin* (Adj. EBITDA % of Net Sales) 34.2% 34.3% 10bps Adj. Diluted Net Earnings Per Share* $1.38 $1.62 17% *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Excludes the change in depreciation and amortization throughout the presentation. 2. Includes raw material, energy and freight impacts, in addition to inventory valuation impacts. 3. Excludes the change in depreciation and amortization throughout the presentation.. 1 2 3

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First Half 2024 Consolidated Company Key Metrics Solid Execution Through First Half of 2024 YTD 2023 YTD 2024 Variance Net Sales $636 $691 9% Adj. EBITDA* $207 $236 14% Adj. EBITDA Margin* (Adj. EBITDA % of Net Sales) 32.6% 34.1% 160bps Adj. Diluted Net Earnings Per Share* $2.50 $3.00 20% Adj. Free Cash Flow* $103 $105 2% *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure. Excludes the change in depreciation throughout the presentation. 2. Includes raw material, energy and freight impacts in addition to inventory valuation impacts. 3. Excludes the change in amortization throughout the presentation.. 1 2 3 $207 $236

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Deploying Adj. Free Cash Flow* to Fund All Capital Allocation Priorities *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Includes cash earnings, working capital and other current assets and liabilities. 2024 Year to Date Capital Deployment 2024 Year to Date Adj. Free Cash Flow* Up 2% 1

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Solid execution driving growth and margin expansion Raising Full Year 2024 Guidance Commentary1 Prior: $1,395M to $1,435M 8% to 11% YoY Net Sales Growth Prior: $5.80 to $6.05 9% to 14% YoY Adj. Diluted EPS Prior: $465M to $485M 8% to 13% YoY Adj. EBITDA Prior: $285M to $300M 8% to 14% YoY Adj. Free Cash Flow Additional assumptions available in the appendix of this presentation. Macro uncertainty continues Better-than-expected market conditions in 2H Expect full year MF volume down ~1% Expect full year MF AUV above historic average Expect accelerating AS organic sales and recent acquisitions to drive robust full year segment growth Recent acquisition of 3form performing as expected $474M to $486M 10% to 13% YoY $1,415M to $1,440M 9% to 11% YoY $288M to $300M 10% to 14% YoY $6.00 to $6.15 13% to 16% YoY ™

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Appendix

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Updating Full Year 2024 Assumptions Shipping Days vs Prior Year 2023 2024 2025 Q1 +1 - - Q2 - - - Q3 (1) +1 - Q4 - +1 - Full Year - +2 - 13 Architectural Specialties includes the April 2024 acquisition of 3form but does not reflect any other future acquisitions. Segment1 Net Sales Adjusted EBITDA Margin Mineral Fiber +4% to +6% growth (prior: +2% to +5%) ~41% (prior: >40%) Architectural Specialties +22% to +24% growth (prior +21% to +24%) ~18% (unchanged) Consolidated Metrics Full Year 2024 Capital expenditures $80M to $90M Depreciation and amortization $100M to $106M (prior: $96M to $104M) Interest expense $40M to $42M Book / cash tax rate ~25% / ~26% (prior: ~25% / 25% to 26%) Shares outstanding ~44 million Cash return of investment from joint venture $94M to $104M

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RIP expense represents only the plan service cost that is recorded within Operating income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses. Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan. RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of net earnings. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents acquisition-related intangible amortization, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles. Adjusted income tax expense is calculated using the effective tax rate multiplied by the adjusted net earnings before income taxes. For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Net sales $365 $325 $691 $636 Net earnings $66 $60 $126 $108 Add: Income tax expense 21 20 42 36 Earnings before income taxes $87 $80 $167 $144 Add: Interest/other income and expense, net 8 7 14 13 Operating income $95 $87 $181 $157 Add: RIP expense1 1 1 1 1 Add: Acquisition-related impacts2 2 1 2 3 Add: Cost reduction initiatives - - - 3 Add: WAVE pension settlement3 1 - 1 - Add: Environmental expense 1 - 1 - Adjusted operating income $100 $89 $186 $164 Add: Depreciation and amortization 25 22 50 43 Adjusted EBITDA $125 $111 $236 $207 Operating income margin 26.0% 26.7% 26.2% 24.7% Adjusted EBITDA margin 34.3% 34.2% 34.1% 32.6% For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Net earnings $66 $60 $126 $108 Add: Income tax expense 21 20 42 36 Earnings before income taxes $87 $80 $167 $144 (Less): RIP (credit)4 - - - (1) Add: Acquisition-related impacts2 2 1 2 3 Add: Acquisition-related amortization5 3 1 5 3 Add: Cost reduction initiatives - - - 3 Add: WAVE pension settlement3 1 - 1 - Add: Environmental expense 1 - 1 - Adjusted net earnings before income taxes $94 $83 $176 $151 (Less): Adjusted income tax expense6 (23) (20) (44) (38) Adjusted net earnings $71 $62 $132 $113 Diluted shares outstanding 44.0 45.0 44.0 45.2 Effective tax rate 24% 25% 25% 25% Diluted net earnings per share $1.50 $1.34 $2.86 $2.38 Adjusted diluted net earnings per share $1.62 $1.38 $3.00 $2.50 Q2 2024 Adjusted EBITDA Reconciliation Q2 2024 Adjusted Diluted EPS Reconciliation

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(1) Deferred compensation and contingent consideration payments related to 2020 acquisitions and were recorded as components of net cash provided by operating activities. (2) Proceeds related to the sale of Architectural Specialties design center. For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Net cash provided by operating activities $57 $68 $84 $94 Net cash (used for) investing activities ($87) ($5) ($81) ($6) Net cash (used for) provided by operating and investing activities ($30) $63 $2 $88 Add: Cash paid for acquisitions, net of cash acquired and investment in unconsolidated affiliate 94 10 99 10 Add: Arktura deferred compensation1 - - 6 - Add: Contingent consideration in excess of acquisition-date fair value1 - - - 5 (Less): Proceeds from sale of facility2 (2) - (2) - Adjusted Free Cash Flow $62 $73 $105 $103 Q2 2024 Adjusted Free Cash Flow Reconciliation

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For the Three Months Ended June 30, For the Six Months Ended June 30, MF AS UC UNALLOCATED CORPORATE MF AS UC UNALLOCATED CORPORATE 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Net sales $250 $234 $115 $91 - - $490 $462 $202 $173 - - Operating income (loss) $82 $76 $14 $12 ($1) ($1) $161 $139 $22 $19 ($2) ($2) Add: RIP expense1 - - - - 1 1 - - - - 1 1 Add: Acquisition-related impacts2 1 - 1 1 - - - - 1 3 - - Add: Cost reduction initiatives - - - - - - - 3 - - - - Add: WAVE pension settlement3 1 - - - - - 1 - - - - - Add: Environmental expense 1 - - - - - 1 - - - - - Adjusted operating income (loss) $85 $76 $15 $14 - - $164 $142 $23 $22 ($1) - Add: Depreciation and amortization 20 19 6 3 - - 40 37 10 6 - - Adjusted EBITDA $104 $95 $21 $17 - - $203 $179 $33 $29 - - Operating income margin (Operating income % of net sales) 32.7% 32.3% 12.4% 13.3% NM NM 32.9% 30.1% 10.9% 11.2% NM NM Adjusted EBITDA margin (Adjusted EBITDA % of net sales) 41.7% 40.4% 18.4% 18.5% NM NM 41.5% 38.6% 16.5% 16.5% NM NM Q2 2024 Segment Adj. EBITDA Reconciliation RIP expense represents only the plan service cost that is recorded within Operating income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses. Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan.

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Full Year 2024 Low High Net cash provided by operating activities $171 $183 Add: Return of investment from joint venture 94 104 Add: Cash paid for acquisitions, net of cash acquired and investment in unconsolidated affiliate 99 99 Add: Arktura deferred compensation8 6 6 (Less): Proceeds from sale of facility9 (2) (2) Adjusted net cash provided by operating activities $368 $390 (Less): Capital expenditures (80) (90) Adjusted Free Cash Flow $288 $300 Full Year 2024 Low High Net earnings $254 $257 Add: Income tax expense 85 87 Earnings before income taxes $339 $344 Add: Interest expense 40 42 Add: Other non-operating (income), net (12) (11) Operating income $367 $375 Add: RIP expense1 2 2 Add: Acquisition-related impacts2 2 2 Add: Environmental expense 1 1 Add: WAVE pension settlement3 1 1 Adjusted operating income $374 $380 Add: Depreciation and amortization 100 106 Adjusted EBITDA $474 $486 2024 Adj. EBITDA Guidance Reconciliation 2024 Adj. Free Cash Flow Guidance Reconciliation 2024 Adj. Diluted EPS Guidance Reconciliation Full Year 2024 Low High Net earnings $254 $257 Add: Income tax expense 85 87 Earnings before income taxes $339 $344 Add: RIP (credit)4 (2) (1) Add: Acquisition-related amortization5 11 12 Add: Acquisition-related impacts2 2 2 Add: Environmental expense 1 1 Add: WAVE pension settlement3 1 1 Adjusted earnings before income taxes $352 $358 (Less): Adjusted income tax expense6 (88) (89) Adjusted net earnings $264 $269 Diluted net earnings per share7 $5.76 $5.87 Adjusted diluted net earnings per share7 $6.00 $6.15 RIP expense represents only the plan service cost that is recorded within Operating income. We do not expect to make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of inventory, contingent third-party professional fees and changes in fair value of contingent consideration. Represents the Company's 50% share of WAVE's non-cash accounting loss upon settlement of their defined benefit pension plan. RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of net earnings. We do not expect to make any cash contributions to our RIP. Represents acquisition-related intangible amortization, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles. Income tax expense is based on an adjusted effective tax rate of approximately 25%, multiplied by adjusted earnings before income taxes. Adjusted diluted EPS guidance for 2024 is calculated based on approximately 44 million of diluted shares outstanding. Deferred compensation payments related to 2020 acquisition recorded as a component of net cash provided by operating activities. Proceeds related to the sale of Architectural Specialties design center.

v3.24.2

Document And Entity Information	Jul. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 30, 2024
Current Fiscal Year End Date	--12-31
Entity Registrant Name	ARMSTRONG WORLD INDUSTRIES, INC.
Entity Central Index Key	0000007431
Entity Emerging Growth Company	false
Securities Act File Number	1-2116
Entity Tax Identification Number	23-0366390
Entity Address, Address Line One	2500 Columbia Avenue P.O. Box 3001
Entity Address, City or Town	Lancaster
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17603
City Area Code	717
Local Phone Number	397-0611
Entity Incorporation, State or Country Code	PA
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AWI
Security Exchange Name	NYSE

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