Armstrong World Industries提交2026年Q3 10-Q：销售创纪录但利润率承压，属同日财报重复披露

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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number:
1-2116
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
23-0366390
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2500 Columbia Avenue
,
Lancaster
,
Pennsylvania
17603
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
717
)
397-0611
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
AWI
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
Number of shares of Armstrong World Industries, Inc.’s common stock outstanding as of October 22, 2026 –
41,833,899
.
TABLE OF CONTENTS
PAGE
Cautionary Note Regarding Forward-Looking Statements
3
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
36
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
37
Item 1A.
Risk Factors
37
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 3.
Defaults Upon Senior Securities
37
Item 4.
Mine Safety Disclosures
37
Item 5.
Other Information
37
Item 6.
Exhibits
38
Signatures
39
2
When we refer to “AWI,” the “Company,” “we,” “our” and “us,” we are referring to Armstrong World Industries, Inc. and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, our expectations concerning our markets and demand for our products, tariffs, broader economic conditions and their effect on our operating results; our expectations regarding the payment of dividends and stock repurchases; and our ability to increase revenues, earnings and earnings before interest, taxes, depreciation and amortization. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:
Risks Related to Our Operations
•
changes in key customer relationships;
•
availability and costs of manufacturing inputs or sourced products, which may be impacted by governmental trade policies, including tariffs, geopolitical events, and other supply chain disruptions or inflationary pressures;
•
financial contribution of Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Enterprises, Inc.;
•
ability to achieve productivity and cost savings initiatives;
•
labor costs, relations and shortages;
•
regulatory, financial and stakeholder expectation risks related to climate change and other sustainability matters, including progress towards meeting sustainability goals;
Risks Related to Our Strategy
•
ability to achieve benefits from strategic initiatives, including investments in product innovation and digitalization;
•
identification, completion and successful integration of strategic transactions;
Risks Related to Financial Matters
•
ability to meet liquidity needs and indebtedness;
•
ability to make dividend payments and stock repurchases;
•
unanticipated negative tax consequences;
•
changes in defined benefit plan obligations;
Risks Related to Legal and Regulatory Matters
•
claims, litigation and regulatory actions;
•
environmental liability exposure and related regulatory compliance costs;
•
effectiveness of intellectual property rights protection;
•
operations in Canada and Latin America;
Risks Related to General Economic and Other Factors
•
changing economic conditions;
•
dependence on North American construction activity;
•
market competition;
•
continued customer consolidation;
3
•
information technology disruptions and cybersecurity breaches;
•
dependence on third-party vendors and suppliers;
•
geographic concentration of our business;
•
public health epidemics or pandemics; and
•
other risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), press releases and other communications, including those set forth under “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Such forward-looking statements speak only as of the date they are made. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
4
PART I - FINANC
IAL INFORMATION
ITEM 1. FINANC
IAL STATEMENTS
Armstrong World Industries, Inc., and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Income
(amounts in millions, except per share data)
Unaudited
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Net sales
$
475.8
$
425.2
$
1,357.7
$
1,232.5
Cost of goods sold
285.1
246.7
816.7
728.3
Gross profit
190.7
178.5
541.0
504.2
Selling, general and administrative expenses
91.3
90.1
273.4
252.1
(Gain) loss related to change in fair value of contingent consideration, net
(
0.1
)
0.1
0.8
0.5
(Gain) on sales of fixed assets, net
-
(
0.9
)
-
(
0.8
)
Equity (earnings) from unconsolidated affiliates, net
(
31.7
)
(
28.0
)
(
92.4
)
(
86.5
)
Operating income
131.2
117.2
359.2
338.9
Interest expense
7.5
8.2
22.6
25.3
Other non-operating (income), net
(
0.7
)
(
0.5
)
(
3.1
)
(
1.9
)
Earnings before income taxes
124.4
109.5
339.7
315.5
Income tax expense
32.5
23.2
84.3
72.3
Net earnings
$
91.9
$
86.3
$
255.4
$
243.2
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
0.3
(
0.9
)
(
2.8
)
0.9
Derivative gain (loss), net
2.3
-
4.6
(
1.8
)
Pension and postretirement adjustments
0.7
0.6
2.0
1.9
Total other comprehensive income (loss), net of tax
3.3
(
0.3
)
3.8
1.0
Total comprehensive income
$
95.2
$
86.0
$
259.2
$
244.2
Net earnings per share of common stock:
Basic
$
2.18
$
2.00
$
6.01
$
5.60
Diluted
$
2.17
$
1.98
$
5.98
$
5.56
Average number of common shares outstanding:
Basic
42.1
43.2
42.5
43.4
Diluted
42.3
43.6
42.7
43.7
See accompanying Notes to Condensed Consolidated Financial Statements beginning on page 9.
5
Armstrong World Industries, Inc., and Subsidiaries
Condensed Consolidated Balance Sheets
(amounts in millions, except share and per share data)
Unaudited
September 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
71.4
$
112.7
Accounts and notes receivable, net
187.5
130.3
Inventories, net
135.4
124.6
Income taxes receivable
4.9
-
Other current assets
27.8
23.9
Total current assets
427.0
391.5
Property, plant, and equipment, net of accumulated depreciation and amortization of
$
783.3
and $
735.9
, respectively
629.4
630.7
Operating lease assets
47.2
46.4
Finance lease assets
32.6
35.9
Prepaid pension costs
104.7
99.7
Investments in unconsolidated affiliates
29.5
26.6
Goodwill
256.6
217.8
Intangible assets, net
428.3
425.2
Other non-current assets
49.1
50.9
Total assets
$
2,004.4
$
1,924.7
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt
$
10.3
$
10.3
Accounts payable and accrued expenses
251.5
237.1
Operating lease liabilities
12.6
10.5
Finance lease liabilities
6.1
6.3
Income taxes payable
13.5
3.2
Total current liabilities
294.0
267.4
Long-term debt, less current installments
459.3
396.4
Operating lease liabilities
36.9
37.9
Finance lease liabilities
29.1
32.5
Postretirement benefit liabilities
30.4
32.7
Pension benefit liabilities
23.1
24.3
Other long-term liabilities
31.3
33.9
Income taxes payable
9.1
6.1
Deferred income taxes
197.4
192.8
Total non-current liabilities
816.6
756.6
Shareholders’ equity:
Common stock, $
0.01
par value per share,
200
million shares authorized,
63,513,581
shares issued and
41,900,177
shares outstanding as of September 30, 2026 and
63,300,018
shares issued and
42,916,593
shares outstanding as of
December 31, 2025
0.6
0.6
Capital in excess of par value
607.2
617.2
Retained earnings
2,025.3
1,814.1
Treasury stock, at cost,
21,613,404
shares as of September 30, 2026 and
20,383,425
shares as of December 31, 2025
(
1,640.0
)
(
1,428.1
)
Accumulated other comprehensive (loss)
(
99.3
)
(
103.1
)
Total shareholders’ equity
893.8
900.7
Total liabilities and shareholders’ equity
$
2,004.4
$
1,924.7
See accompanying Notes to Condensed Consolidated Financial Statements beginning on page 9.
6
Armstrong World Industries, Inc., and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
(amounts in millions, except share and per share data)
Unaudited
Three Months Ended September 30, 2026
Accumulated
Capital in
Other
Total
Common Stock
Excess of
Retained
Treasury Stock
Comprehensive
Shareholders'
Shares
Amount
Par Value
Earnings
Shares
Amount
(Loss)
Equity
Balance, June 30, 2026
42,327,893
$
0.6
$
602.7
$
1,947.8
21,183,257
$
(
1,564.2
)
$
(
102.6
)
$
884.3
Stock issuance, net
2,431
-
-
-
-
-
-
-
Share-based compensation, net
-
-
4.5
-
-
-
-
4.5
Cash dividends - $
0.339
per common share
-
-
-
(
14.4
)
-
-
-
(
14.4
)
Net earnings
-
-
-
91.9
-
-
-
91.9
Other comprehensive income
-
-
-
-
-
-
3.3
3.3
Acquisition of treasury stock
(
430,147
)
-
-
-
430,147
(
75.8
)
-
(
75.8
)
Balance, September 30, 2026
41,900,177
$
0.6
$
607.2
$
2,025.3
21,613,404
$
(
1,640.0
)
$
(
99.3
)
$
893.8
Nine Months Ended September 30, 2026
Accumulated
Capital in
Other
Total
Common Stock
Excess of
Retained
Treasury Stock
Comprehensive
Shareholders'
Shares
Amount
Par Value
Earnings
Shares
Amount
(Loss)
Equity
Balance, December 31, 2025
42,916,593
$
0.6
$
617.2
$
1,814.1
20,383,425
$
(
1,428.1
)
$
(
103.1
)
$
900.7
Stock issuance, net
213,563
-
-
-
-
-
-
-
Share-based compensation, net
-
-
(
10.0
)
-
-
-
-
(
10.0
)
Cash dividends - $
1.017
per common share
-
-
-
(
44.2
)
-
-
-
(
44.2
)
Net earnings
-
-
-
255.4
-
-
-
255.4
Other comprehensive income
-
-
-
-
-
-
3.8
3.8
Acquisition of treasury stock
(
1,229,979
)
-
-
-
1,229,979
(
211.9
)
-
(
211.9
)
Balance, September 30, 2026
41,900,177
$
0.6
$
607.2
$
2,025.3
21,613,404
$
(
1,640.0
)
$
(
99.3
)
$
893.8
Three Months Ended September 30, 2025
Accumulated
Capital in
Other
Total
Common Stock
Excess of
Retained
Treasury Stock
Comprehensive
Shareholders'
Shares
Amount
Par Value
Earnings
Shares
Amount
(Loss)
Equity
Balance, June 30, 2025
43,319,850
$
0.6
$
605.9
$
1,690.6
19,971,063
$
(
1,350.4
)
$
(
108.9
)
$
837.8
Stock issuance, net
2,206
-
-
-
-
-
-
-
Share-based compensation, net
-
-
6.3
-
-
-
-
6.3
Cash dividends - $
0.308
per common share
-
-
-
(
13.6
)
-
-
-
(
13.6
)
Net earnings
-
-
-
86.3
-
-
-
86.3
Other comprehensive loss
-
-
-
-
-
-
(
0.3
)
(
0.3
)
Acquisition of treasury stock
(
149,230
)
-
-
-
149,230
(
27.3
)
-
(
27.3
)
Balance, September 30, 2025
43,172,826
$
0.6
$
612.2
$
1,763.3
20,120,293
$
(
1,377.7
)
$
(
109.2
)
$
889.2
Nine Months Ended September 30, 2025
Accumulated
Capital in
Other
Total
Common Stock
Excess of
Retained
Treasury Stock
Comprehensive
Shareholders'
Shares
Amount
Par Value
Earnings
Shares
Amount
(Loss)
Equity
Balance, December 31, 2024
43,561,649
$
0.6
$
604.0
$
1,560.7
19,614,358
$
(
1,298.0
)
$
(
110.2
)
$
757.1
Stock issuance, net
117,112
-
-
-
-
-
-
-
Share-based compensation, net
-
-
8.2
-
-
-
-
8.2
Cash dividends - $
0.924
per common share
-
-
-
(
40.6
)
-
-
-
(
40.6
)
Net earnings
-
-
-
243.2
-
-
-
243.2
Other comprehensive income
-
-
-
-
-
-
1.0
1.0
Acquisition of treasury stock
(
505,935
)
-
-
-
505,935
(
79.7
)
-
(
79.7
)
Balance, September 30, 2025
43,172,826
$
0.6
$
612.2
$
1,763.3
20,120,293
$
(
1,377.7
)
$
(
109.2
)
$
889.2
See accompanying Notes to Condensed Consolidated Financial Statements beginning on page 9.
7
Armstrong World Industries, Inc., and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(amounts in millions)
Unaudited
Nine Months Ended
September 30,
2026
2025
Cash flows from operating activities:
Net earnings
$
255.4
$
243.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
92.1
89.9
Deferred income taxes
3.1
20.1
Share-based compensation
14.4
16.3
Equity earnings from unconsolidated affiliates, net
(
92.4
)
(
86.5
)
Loss related to change in fair value of contingent consideration, net
0.8
0.5
(Gain) on sales of fixed assets, net
-
(
0.8
)
Payments of contingent consideration in excess of acquisition-date fair value
(
1.5
)
(
0.7
)
Other non-cash adjustments, net
(
0.3
)
1.2
Changes in operating assets and liabilities:
Receivables
(
66.0
)
(
31.5
)
Inventories
(
11.1
)
(
13.2
)
Accounts payable and accrued expenses
21.3
12.4
Income taxes receivable and payable, net
6.4
(
1.2
)
Other assets and liabilities
(
0.1
)
(
4.2
)
Net cash provided by operating activities
222.1
245.5
Cash flows from investing activities:
Purchases of property, plant and equipment
(
66.4
)
(
61.6
)
Return of investment from joint venture
89.6
82.5
Acquisitions, net of cash acquired
(
64.9
)
(
6.7
)
Proceeds from the sale of fixed assets
-
1.0
Proceeds from company owned life insurance, net
6.9
1.6
Net cash (used for) provided by investing activities
(
34.8
)
16.8
Cash flows from financing activities:
Proceeds from revolving credit facility
120.0
10.0
Payments of revolving credit facility
(
50.0
)
(
110.0
)
Payments of long-term debt
(
7.7
)
(
16.9
)
Payments for finance leases
(
5.7
)
(
6.2
)
Payments of vendor financed property, plant and equipment purchases
(
2.6
)
-
Dividends paid
(
44.5
)
(
40.6
)
Payments of tax withholdings for share-based compensation plans, net of issuances
(
24.4
)
(
8.1
)
Payments of acquisition-related contingent consideration
-
(
0.8
)
Payments for treasury stock acquired
(
213.1
)
(
79.4
)
Net cash (used for) financing activities
(
228.0
)
(
252.0
)
Effect of exchange rate changes on cash and cash equivalents
(
0.6
)
0.5
Net (decrease) increase in cash and cash equivalents
(
41.3
)
10.8
Cash and cash equivalents at beginning of year
112.7
79.3
Cash and cash equivalents at end of period
$
71.4
$
90.1
Supplemental cash flow disclosures:
Interest paid
$
20.5
$
22.9
Income tax payments, net
74.7
53.4
Amounts in accounts payable for capital expenditures
7.8
4.6
Purchases of property, plant and equipment through vendor financing
-
1.6
See accompanying Notes to Condensed Consolidated Financial Statements beginning on page 9.
8
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. When we refer to “AWI,” the “Company,” “we,” “our” and “us” in these notes, we are referring to AWI and its subsidiaries.
Except as disclosed in this note, the accounting policies used in preparing the Condensed Consolidated Financial Statements in this Form 10-Q are the same as those used in preparing the Consolidated Financial Statements for the year ended December 31, 2025. These statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, all adjustments of a normal recurring nature have been included to provide a fair statement of the results for the reporting periods presented. Operating results for the third quarter and first nine months of 2026 and 2025 included in this report are unaudited. Quarterly results are not necessarily indicative of annual earnings, primarily due to the different level of sales in each quarter of the year and the possibility of changes in general economic conditions.
These Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles. The statements include management estimates and judgments, where appropriate. Management utilizes estimates to record many items, including certain asset values, contingent purchase price liabilities, allowances for credit losses, inventory obsolescence and lower of cost and net realizable value charges, warranty reserves, workers’ compensation, general, environmental and other claims, and income taxes. When preparing an estimate, management determines the amount based upon the consideration of relevant information and may confer with outside parties, including external counsel. Actual results may differ from these estimates.
Acquisitions
In February 2026, we acquired all of the issued and outstanding shares of Event Scape Inc. and Eventscape U.S. Holdings Inc. (collectively, “Eventscape”), headquartered in Toronto, Ontario, Canada. Eventscape is a designer, manufacturer and installer of ceilings, walls and facades made of a broad range of materials. The operations, assets and liabilities of Eventscape are included in our Architectural Specialties segment.
In December 2025, we acquired all of the issued and outstanding stock of FGM-Parallel LLC (“Parallel”), based in Englewood, Colorado. Parallel is a designer and manufacturer of extruded aluminum products primarily used in exterior architectural applications. The operations, assets and liabilities of Parallel are included in our Architectural Specialties segment.
In September 2025, we acquired all of the issued and outstanding shares of Geometrik Manufacturing, Inc. (“Geometrik”), based in Kelowna, British Columbia, Canada. Geometrik is a designer and manufacturer of wood acoustical ceiling and wall systems. The operations, assets and liabilities of Geometrik are included in our Architectural Specialties segment.
Recently Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “
Financial Instruments - Credit Losses
,” which simplifies the application of the current expected credit loss model by providing a practical expedient and accounting policy election permitting entities to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when measuring credit losses on current accounts receivable and current contract assets. Our prospective adoption of this standard on January 1, 2026 had no impact on our disclosures and no material impact on our results of operations, cash flows and financial condition.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, “
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,
” which expands disclosure of significant costs and expenses. This ASU requires expanded disclosures of significant costs and expenditures within cost of goods sold and selling, general and administrative (“SG&A”) expenses, including amounts of inventory purchased, employee compensation, depreciation, amortization and selling expenses. This ASU also requires expanded qualitative disclosures, including a description of selling expenses and a description of non-disaggregated expenses. This guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We expect this ASU to impact our disclosures, with no impact on our results of operations, cash flows and financial condition.
9
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
In September 2025, the FASB issued ASU 2025-06, “
Intangibles - Goodwill and Other - Internal-Use Software,
” which modernizes and clarifies the threshold entities apply to begin capitalizing development costs for internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of this ASU will have on our results of operations, cash flows and financial condition.
In December 2025, the FASB issued ASU 2025-10, “
Government Grants - Accounting for Government Grants Received by Business Entities
,” which provides authoritative guidance on the recognition, measurement, presentation and disclosure of government grants received by an entity. This guidance clarifies that grants related to an asset or to income will be recognized when it is probable that an entity will comply with the conditions attached to the grant, the grant will be received and the related expenses that the grant is intended to compensate have been incurred. For grants that relate to an asset, entities can elect a deferred income approach or a cost accumulation approach to recognize the grant. This guidance is effective for interim and annual periods beginning after December 15, 2028. Early adoption is permitted. We are evaluating the impact the adoption of this ASU will have on our results of operations, cash flows and financial condition.
In May 2026, the FASB issued ASU 2026-02, “
Environmental Credits and Environmental Credit Obligations,
” which establishes new guidance for the recognition, measurement, presentation and disclosure of environmental credits and related obligations. This guidance is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of this ASU will have on our results of operations, cash flows and financial condition.
NOTE 2. SEGMENT RESULTS
Our operating
segments
are as follows: Mineral Fiber, Architectural Specialties and Unallocated Corporate.
Our Mineral Fiber and Architectural Specialties segment net sales represent the product-based group offerings we sell to external customers.
Our Chief Operating Decision Maker (“CODM”) is our
President and Chief Executive Officer
. Effective April 1, 2026, our President and Chief Executive Officer (“CEO”), Victor Grizzle, transitioned to Executive Chair of our Board of Directors, and Mark Hershey, formerly our Senior Vice President and Chief Operating Officer, succeeded Victor Grizzle as President and CEO.
Segment operating income (loss) is the measure of segment profit or loss reviewed by the CODM.
The following tables are presented at the level of disaggregation regularly reviewed by the CODM to evaluate operating performance and allocate resources to segments:
For the three months ended September 30, 2026
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Net sales to external customers
$
292.1
$
183.7
$
-
$
475.8
Cost of goods sold
171.7
113.1
0.3
285.1
Gross profit (loss)
120.4
70.6
(
0.3
)
190.7
SG&A expenses
46.2
44.9
0.2
91.3
(Gain) related to change in fair value of contingent consideration
-
(
0.1
)
-
(
0.1
)
Equity (earnings) loss from unconsolidated affiliates, net
(
31.8
)
-
0.1
(
31.7
)
Segment operating income (loss)
$
106.0
$
25.8
$
(
0.6
)
$
131.2
Depreciation and amortization
$
22.4
$
9.8
$
-
$
32.2
Purchases of property, plant and equipment
18.3
6.4
-
24.7
10
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
For the three months ended September 30, 2025
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Net sales to external customers
$
274.0
$
151.2
$
-
$
425.2
Cost of goods sold
155.3
91.1
0.3
246.7
Gross profit (loss)
118.7
60.1
(
0.3
)
178.5
SG&A expenses
49.1
40.7
0.3
90.1
Loss related to change in fair value of contingent consideration
-
0.1
-
0.1
(Gain) on sales of fixed assets, net
(
0.9
)
-
-
(
0.9
)
Equity (earnings) loss from unconsolidated affiliates, net
(
28.2
)
-
0.2
(
28.0
)
Segment operating income (loss)
$
98.7
$
19.3
$
(
0.8
)
$
117.2
Depreciation and amortization
$
21.6
$
8.5
$
-
$
30.1
Purchases of property, plant and equipment
18.5
4.1
-
22.6
For the nine months ended September 30, 2026
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Net sales to external customers
$
837.5
$
520.2
$
-
$
1,357.7
Cost of goods sold
493.8
321.9
1.0
816.7
Gross profit (loss)
343.7
198.3
(
1.0
)
541.0
SG&A expenses
138.7
134.0
0.7
273.4
Loss (gain) related to change in fair value of contingent consideration, net
1.0
(
0.2
)
-
0.8
Equity (earnings) loss from unconsolidated affiliates, net
(
92.8
)
-
0.4
(
92.4
)
Segment operating income (loss)
$
296.8
$
64.5
$
(
2.1
)
$
359.2
Depreciation and amortization
$
66.4
$
25.7
$
-
$
92.1
Purchases of property, plant and equipment
50.0
16.4
-
66.4
For the nine months ended September 30, 2025
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Net sales to external customers
$
786.1
$
446.4
$
-
$
1,232.5
Cost of goods sold
460.0
267.3
1.0
728.3
Gross profit (loss)
326.1
179.1
(
1.0
)
504.2
SG&A expenses
132.3
119.0
0.8
252.1
Loss related to change in fair value of contingent consideration
0.2
0.3
-
0.5
(Gain) loss on sales of fixed assets, net
(
0.9
)
0.1
-
(
0.8
)
Equity (earnings) loss from unconsolidated affiliates, net
(
87.1
)
-
0.6
(
86.5
)
Segment operating income (loss)
$
281.6
$
59.7
$
(
2.4
)
$
338.9
Depreciation and amortization
$
64.5
$
25.4
$
-
$
89.9
Purchases of property, plant and equipment
49.9
11.7
-
61.6
During the third quarter of 2025, we sold a parcel of land at a Mineral Fiber plant for total proceeds of $
1.0
million, with a $
0.9
million gain recorded upon sale. The impact of the transaction was recorded within (gain) on sales of fixed assets, net on our Condensed Consolidated Statements of Earnings and Comprehensive Income.
11
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
The following table reconciles our total segment operating income to earnings before income taxes. These items are only measured and managed on a consolidated basi
s:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Total segment operating income
$
131.2
$
117.2
$
359.2
$
338.9
Interest expense
7.5
8.2
22.6
25.3
Other non-operating (income), net
(
0.7
)
(
0.5
)
(
3.1
)
(
1.9
)
Earnings before income taxes
$
124.4
$
109.5
$
339.7
$
315.5
The following tables present balance sheet information by segment:
As of September 30, 2026
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Segment assets
$
1,099.4
$
718.0
$
187.0
$
2,004.4
Investments in unconsolidated affiliates
26.2
-
3.3
29.5
As of December 31, 2025
Mineral Fiber
Architectural Specialties
Unallocated Corporate
Total
Segment assets
$
1,095.6
$
612.7
$
216.4
$
1,924.7
Investments in unconsolidated affiliates
22.9
-
3.7
26.6
NOTE 3. REVENUE
Disaggregation of Revenues
Our Mineral Fiber and Architectural Specialties operating segments manufacture and sell interior and exterior architectural applications including ceilings, specialty walls and exterior metal solutions (primarily mineral fiber, fiberglass, metal, felt, architectural resin and glass, wood, wood fiber, and glass-reinforced-gypsum) throughout the Americas. We disaggregate revenue based on our product-based segments and major customer channels, as they represent the most appropriate depiction of how the nature, amount and timing of revenues and cash flows are affected by economic factors. Net sales by major customer channel are as follows:
Distributors
– represents net sales to commercial building materials distributors who resell our products to contractors, subcontractors’ alliances, large architect and design firms, and major facility owners. Geographically, this category includes sales throughout the U.S., Canada, and Latin America.
Home centers
– represents net sales to home center customers who resell our products through retail outlets. This category includes sales primarily to U.S. customers.
Direct customers
– represents net sales to contractors, subcontractors, and large architect and design firms. This category includes sales primarily to U.S. customers.
Other
– represents net sales to independent retailers and certain national account customers, including wholesalers who resell our products to dealers who service builders, and maintenance, repair and operating supply (“MRO”) companies. This category also includes sales to online customers and original product manufacturers. Geographically, this category includes sales throughout the U.S., Canada, and Latin America.
12
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
The following tables present net sales by major customer channel within the Mineral Fiber and Architectural Specialties segments for the
three and nine months ended September 30, 2026 and 2025:
Three Months Ended
Nine Months Ended
September 30,
September 30,
Mineral Fiber
2026
2025
2026
2025
Distributors
$
220.7
$
205.0
$
626.9
$
585.2
Home centers
29.2
26.6
86.7
78.6
Direct customers
16.3
15.6
47.1
47.6
Other
25.9
26.8
76.8
74.7
Total
$
292.1
$
274.0
$
837.5
$
786.1
Three Months Ended
Nine Months Ended
September 30,
September 30,
Architectural Specialties
2026
2025
2026
2025
Direct customers
$
95.0
$
76.7
$
272.0
$
235.0
Distributors
82.8
67.3
229.8
191.6
Other
5.9
7.2
18.4
19.8
Total
$
183.7
$
151.2
$
520.2
$
446.4
NOTE 4. ACQUISITIONS
Eventscape
In February 2026, we acquired the issued and outstanding shares of Eventscape for $
64.6
million, net of $
1.3
million of cash acquired, plus additional contingent consideration payable upon the achievement of certain future performance objectives in 2030 not to exceed $
7.5
million. The purchase price is subject to customary post-closing adjustments for working capital.
We, with the assistance of an independent, third-party valuation specialist, utilized a Monte Carlo simulation and determined the estimated fair value of the contingent consideration was $
0.4
million as of the acquisition date. Excluding cash acquired and contingent consideration payable, the total fair value of tangible assets acquired, less liabilities assumed, was $
3.1
million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $
12.5
million, operating ROU assets and lease liabilities of $
5.5
million, and accounts payable and accrued liabilities of $
11.3
million. The total fair value of identifiable intangible assets acquired was $
19.8
million, resulting in $
42.1
million of goodwill. Identified intangible assets consist primarily of amortizable trademarks of $
11.7
million, backlog of $
3.9
million and customer relationships of $
3.7
million, which are being amortized over a weighted-average life of
15
years,
2
years and
6
years, respectively.
Valuations for assets acquired and liabilities assumed are based on preliminary estimates that are subject to revisions and may result in adjustments to preliminary amounts as valuations are finalized.
Parallel
In December 2025, we acquired the issued and outstanding stock of Parallel for $
7.3
million, net of $
0.6
million of cash acquired
.
Excluding cash acquired, the total fair value of tangible assets acquired, less liabilities assumed, was $
2.4
million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included inventory of $
1.1
million, property, plant and equipment of $
1.8
million, and operating ROU assets and lease liabilities of $
1.1
million. The total fair value of identifiable intangible assets acquired was $
2.1
million, resulting in $
2.8
million of goodwill. I
dentified intangible assets consist primarily of amortizable trademarks of $
0.9
million and customer relationships of $
0.8
million, which are being amortized over a weighted-average life of
15
years and
6
years, respectively.
Valuations for assets acquired and liabilities assumed are based on preliminary estimates that are subject to revisions and may result in adjustments to preliminary amounts as valuations are finalized.
13
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
Geometrik
In September 2025, we acquired the issued and outstanding shares of Geometrik for $
7.7
million, plus additional contingent consideration payable upon the achievement of certain future performance
objectives
in 2027 and 2028 not to exceed $
1.5
million. We, with the assistance of an independent, third-party valuation specialist, utilized a Monte Carlo simulation and determined the estimated fair value of the contingent consideration was $
0.3
million as of the acquisition date. Excluding cash acquired and contingent consideration payable, the total fair value of tangible assets acquired, less liabilities assumed, was $
1.4
million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $
0.5
million, inventory of $
0.5
million, property, plant and equipment of $
1.6
million, operating ROU assets and lease liabilities of $
3.8
million and accounts payable and accrued liabilities of $
1.3
million. The total fair value of identifiable intangible assets acquired was $
1.4
million, resulting in $
5.2
million of goodwill. Identified intangible assets consist primarily of amortizable trademarks of $
0.9
million and backlog of $
0.3
million, which are being amortized over a weighted-average life of
15
years and
1
year, respectively.
Consolidated Financial Information
Goodwill from the Eventscape, Parallel and Geometrik acquisitions relates to many factors, including the technical competencies and capabilities of the acquired workforce and our strategic intent to integrate and leverage those competencies and capabilities to advance and expand our portfolio of solutions and offerings. The acquired goodwill associated with the Parallel acquisition is deductible for tax purposes.
For the three and nine months ended September 30, 2026, net sales of $
8.2
million and $
25.1
million, respectively, from Eventscape, Parallel and Geometrik were included in our Condensed Consolidated Statements of Earnings and Comprehensive Income. For the three and nine months ended September 30, 2026
, operating losses of $
2.1
million and $
4.6
million, including $
2.0
million and $
3.0
million of depreciation and amortization, respectively, from Eventscape, Parallel and Geometrik were included in our Condensed Consolidated Statements of Earnings and Comprehensive Income. The Eventscape, Parallel and Geometrik acquisitions had no material impact on our Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and nine months ended September 30, 2025.
Pro forma Financial Information
The following table summarizes aggregate unaudited as reported and pro forma information assuming the acquisitions of Eventscape, Parallel and Geometrik had occurred on January 1, 2025. The unaudited pro forma results include the depreciation and amortization associated with the acquired assets. The unaudited pro forma results do not include any expected benefits from the Eventscape, Parallel and Geometrik acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2025.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Net sales, pro forma
$
475.8
$
436.0
$
1,362.7
$
1,265.0
Net sales, as reported
475.8
425.2
1,357.7
1,232.5
Earnings before income taxes, pro forma
125.4
107.4
337.1
317.0
Earnings before income taxes, as reported
124.4
109.5
339.7
315.5
NOTE 5. ACCOUNTS AND NOTES RECEIVABLE
September 30, 2026
December 31, 2025
Customer receivables
$
187.8
$
130.6
Miscellaneous receivables
4.8
3.6
Less allowance for warranties, discounts and credit losses
(
5.1
)
(
3.9
)
Accounts and notes receivable, net
$
187.5
$
130.3
We sell our products to select, pre-approved customers whose businesses are affected by changes in economic and market conditions. We consider these factors and the financial condition of each customer when establishing our allowance for credit losses.
14
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 6. INVENTORIES
September 30, 2026
December 31, 2025
Finished goods
$
72.2
$
66.8
Goods in process
11.9
11.5
Raw materials and supplies
80.2
72.8
Less LIFO reserves
(
28.9
)
(
26.5
)
Total inventories, net
$
135.4
$
124.6
NOTE 7. OTHER CURRENT ASSETS
September 30, 2026
December 31, 2025
Prepaid expenses
$
23.0
$
22.5
Other
4.8
1.4
Total other current assets
$
27.8
$
23.9
NOTE 8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Investments in unconsolidated affiliates include our
50
%
equity interest in Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Enterprises, Inc., and our
14.0
%
equity interest in Overcast Innovations LLC (“Overcast”), our strategic partnership and equity investment entered into with McKinstry Essention, LLC. Both the WAVE joint venture and Overcast investment are reflected within our Condensed Consolidated Financial Statements using the equity method of accounting. WAVE is reflected as a component of our Mineral Fiber segment and Overcast is included as a component of our Unallocated Corporate segment.
The following table presents equity (earnings) losses from our unconsolidated affiliates for the
three and nine months ended September 30, 2026 and 2025:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
WAVE
$
(
31.8
)
$
(
28.2
)
$
(
92.8
)
$
(
87.1
)
Overcast
0.1
0.2
0.4
0.6
Equity (earnings) from unconsolidated affiliates, net
$
(
31.7
)
$
(
28.0
)
$
(
92.4
)
$
(
86.5
)
The following table presents condensed financial statement data for WAVE:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Net sales
$
148.6
$
125.9
$
425.0
$
390.0
Gross profit
85.1
76.6
252.3
238.4
Net earnings
64.8
57.9
191.3
179.6
15
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 9. GOODWILL AND INTANGIBLE ASSETS
The following table presents amounts related to our goodwill and intangible assets as of
September 30, 2026 and December 31, 2025:
September 30, 2026
December 31, 2025
Estimated
Useful Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Amortizing intangible assets
Customer relationships
3
-
20
years
$
196.0
$
180.3
$
191.6
$
170.7
Developed technology
10
-
20
years
111.4
89.5
110.3
87.9
Trademarks and brand names
3
-
20
years
36.6
7.3
24.4
5.8
Software
5
-
7
years
19.7
13.8
19.7
11.2
Non-compete agreements
3
-
5
years
7.7
3.6
7.1
2.6
Other
Various
11.2
5.9
7.4
2.9
Total
$
382.6
$
300.4
$
360.5
$
281.1
Non-amortizing intangible assets
Trademarks and brand names
Indefinite
346.1
345.8
Total intangible assets
$
728.7
$
706.3
Goodwill
Indefinite
$
256.6
$
217.8
As of September 30, 2026 and December 31, 2025
, goodwill totaled $
256.4
million and $
217.6
million, respectively, within our Architectural Specialties segment, and $
0.2
million within our Mineral Fiber segment for the same periods. The increase in goodwill as of
September 30, 2026 compared to December 31, 2025 was due to the acquisition of Eventscape, partially offset by changes in the purchase price allocations for Parallel and Geometrik and foreign exchange movements.
The following table presents the amortization expense related to our intangible assets for the
three and nine months ended September 30, 2026 and 2025:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Amortization expense
$
7.6
$
6.1
$
19.7
$
19.3
NOTE 10. OTHER NON-CURRENT ASSETS
September 30, 2026
December 31, 2025
Cash surrender value of company-owned life insurance policies
$
32.5
$
36.1
Investment in employee deferred compensation plans
13.7
14.5
Fair value of derivative assets
2.5
-
Other
0.4
0.3
Total other non-current assets
$
49.1
$
50.9
NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
September 30, 2026
December 31, 2025
Payables, trade and other
$
137.9
$
123.6
Deferred revenue
40.3
37.2
Employment costs
32.7
40.8
Current portion of pension and postretirement liabilities
6.3
6.3
Acquisition-related contingent consideration
-
1.5
Other
34.3
27.7
Total accounts payable and accrued expenses
$
251.5
$
237.1
16
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 12. INCOME TAX EXPENSE
The following table presents our effective tax rate for the
three and nine months ended September 30, 2026 and 2025:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Earnings before income taxes
$
124.4
$
109.5
$
339.7
$
315.5
Income tax expense
32.5
23.2
84.3
72.3
Effective tax rate
26.1
%
21.2
%
24.8
%
22.9
%
The increase in the effective tax rate for the third quarter and the first nine months of 2026 compared to the same periods in 2025 were primarily due to the absence of prior-year benefits recognized from statute closures and federal investment tax credits.
It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. However, an estimate of the range of reasonably possible outcomes cannot be reliably made at this time. Changes to unrecognized tax benefits could result from the expiration of statutes of limitations, the completion of ongoing examinations, or other unforeseen circumstances.
NOTE 13. DEBT
Our long-term debt is comprised of borrowings outstanding under our $
910.6
million variable rate amended senior secured credit facility, which is comprised of a $
500.0
million revolving credit facility (with a $
150.0
million sublimit for letters of credit) and a $
410.6
million Term Loan A. As of September 30, 2026 and December 31, 2025, the principal balance of our Term Loan A was $
402.9
million and $
410.6
million, respectively. As of September 30, 2026
, borrowings outstanding under our revolving credit facility were $
70.0
million. As of December 31, 2025
, we had
no
borrowings outstanding under our revolving credit facility. We also have a $
25.0
million bi-lateral letter of credit facility and a $
0.7
million letter of credit facility.
We utilize lines of credit and other commercial commitments to ensure that adequate funds are available to meet operating requirements. Letters of credit are currently arranged through our revolving credit facility, our bi-lateral facility and letter of credit facility. Letters of credit may be issued to third party suppliers, insurance companies and financial institutions and typically can only be drawn upon in the event of AWI’s failure to pay its obligations to the beneficiary.
The following table presents details related to our letters of credit facilities as of
September 30, 2026:
September 30, 2026
Financing Arrangements
Limit
Used
Available
Bi-lateral facility
$
25.0
$
6.8
$
18.2
Letter of credit facility
0.7
0.5
0.2
Revolving credit facility
150.0
-
150.0
Total
$
175.7
$
7.3
$
168.4
Other Commitments
In the ordinary course of business, we provide corporate guarantees and obtain surety bonds in support of underlying contractual commitments to our customers. As of September 30, 2026 and December 31, 2025, there were $
31.0
million and $
31.4
million, respectively, of outstanding surety bonds associated with custom manufacturing projects that were issued by reputable surety providers. In the event of our non-performance, we may be required to reimburse surety providers to cover qualifying financial loss up to the bond amounts. We believe the risk of financial loss associated with our outstanding guarantees and surety bonds is remote and as such, have recorded no liabilities associated with such commitments on our Condensed Consolidated Balance Sheets.
17
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 14. PENSIONS AND OTHER BENEFIT PROGRAMS
The components of net periodic benefit (credits) costs are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Pension benefits
Service cost of benefits earned during the period
$
0.6
$
0.5
$
1.6
$
1.7
Interest cost on projected benefit obligation
3.9
4.1
11.6
12.4
Expected return on plan assets
(
5.9
)
(
5.6
)
(
17.4
)
(
16.8
)
Amortization of net actuarial loss
1.3
1.4
4.0
4.1
Net periodic pension (credit) cost
$
(
0.1
)
$
0.4
$
(
0.2
)
$
1.4
Retiree health and life insurance benefits
Interest cost on projected benefit obligation
$
0.4
$
0.5
$
1.2
$
1.5
Amortization of prior service credit
-
-
-
(
0.1
)
Amortization of net actuarial (gain)
(
0.5
)
(
0.5
)
(
1.4
)
(
1.3
)
Net periodic postretirement (credit) cost
$
(
0.1
)
$
-
$
(
0.2
)
$
0.1
Excluded from the table above is the net periodic pension cost associated with an unfunded defined benefit pension plan in Germany that was not included as part of prior dispositions of certain business and operations in Europe. This plan is reported as a component of our Unallocated Corporate segment. Net periodic pension cost for this plan was immaterial for the three and nine months ended September 30, 2026 and 2025.
The service cost component of net benefit (credit) cost has been presented in the Condensed Consolidated Statements of Earnings and Comprehensive Income within cost of goods sold and SG&A expenses for all periods presented, which are the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit (credit) cost are presented in the Condensed Consolidated Statements of Earnings and Comprehensive Income separately from the service cost component within other non-operating income, net.
NOTE 15. FINANCIAL INSTRUMENTS AND CONTINGENT CONSIDERATION
We do not hold or issue financial instruments for trading purposes.
The estimated fair values of our financial instruments and contingent consideration are as follows:
September 30, 2026
December 31, 2025
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Assets (liabilities), net:
Total long-term debt, including current portion
$
(
469.6
)
$
(
469.6
)
$
(
406.7
)
$
(
406.7
)
Interest rate swap contracts
2.5
2.5
(
3.4
)
(
3.4
)
Foreign currency forward contracts
(
0.1
)
(
0.1
)
-
-
Acquisition-related contingent consideration
(
3.1
)
(
3.1
)
(
3.4
)
(
3.4
)
The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt were based on data for our Term Loan A debt provided by a major financial institution. The fair value estimates for interest rate swap contracts and foreign currency forward contracts were estimated with the assistance of an independent, third-party valuation expert and verified by obtaining quotes from major financial institutions. The fair value estimates for acquisition-related contingent consideration liabilities that are payable based on future performance were measured primarily through the use of a Monte Carlo simulation by an independent, third-party valuation specialist.
18
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
The classification of acquisition-related contingent consideration liabilities on our Condensed Consolidated Balance Sheets is summarized below:
Balance Sheet Location
September 30, 2026
December 31, 2025
Accounts payable and accrued expenses
(1)
$
-
$
1.5
Other long-term liabilities
(2)
3.1
1.9
(1)
Acquisition-related contingent consideration related to financial and performance milestones for the July 2023 acquisition of BOK Modern, LLC (“BOK”) as of
December 31, 2025
.
(2)
Acquisition-related contingent consideration related to future financial and performance milestones for the February 2026 acquisition of Eventscape, the September 2025 acquisition of Geometrik and the October 2023 acquisition of Insolcorp, LLC (“Insolcorp”) as of
September 30, 2026, and future financial and performance milestones for the Geometrik and Insolcorp acquisitions as of December 31, 2025
.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; or
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The fair value measurement of assets and liabilities measured at fair value on a recurring basis
and reported on the Condensed Consolidated Balance Sheets is summarized below:
September 30, 2026
December 31, 2025
Fair value based on
Fair value based on
Other
observable
inputs
Other
unobservable
inputs
Other
observable
inputs
Other
unobservable
inputs
Level 2
Level 3
Level 2
Level 3
Assets (liabilities), net:
Interest rate swap contracts
$
2.5
$
-
$
(
3.4
)
$
-
Foreign currency forward contracts
(
0.1
)
-
-
-
Acquisition-related contingent consideration
-
(
3.1
)
-
(
1.9
)
Acquisition-related contingent considerati
on of $
3.1
million and $
1.9
million as of September 30, 2026 and December 31, 2025, respectively, was measured with the use of significant unobservable inputs, which included financial projections over the earn-out periods, the volatility of the underlying financial metrics and estimated risk-free rates of return. Acquisition-related contingent consideration liabilities of $
1.5
million related to the BOK acquisition as of December 31, 2025 have been excluded from the table above because the liability was not measured based on Level 3 inputs as performance milestone achievements were known.
The following table summarizes the weighted-average of the significant unobservable inputs as o
f September 30, 2026:
Eventscape
Geometrik
Insolcorp
Unobservable input
Volatility
23.8
%
23.6
%
26.5
%
Risk-free rate
5.1
%
4.1
%
4.1
%
19
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
The changes in fair value of the acquisition-related contingent consideration liabilities for the
three and nine months ended September 30, 2026 and 2025 were as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Fair value of contingent consideration as of beginning of period
$
3.2
$
2.1
$
3.4
$
3.2
Cash consideration paid
-
-
(
1.5
)
(
1.5
)
Acquisition date fair value of contingent consideration
-
0.3
0.4
0.3
(Gain) loss related to change in fair value of contingent consideration, net
(
0.1
)
0.1
0.8
0.5
Fair value of contingent consideration as of end of period
$
3.1
$
2.5
$
3.1
$
2.5
During the nine months ended September 30, 2026
, we paid $
1.5
million of additional cash consideration, which represented the achievement of certain financial and performance milestones through
December 31, 2025 for the BOK acquisition, and was classified as cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows. During the nine months ended September 30, 2025
, we paid $
1.5
million of additional cash consideration, which represented the achievement of certain financial and performance milestones through
December 31, 2024 for the BOK acquisition. The cash consideration paid during the nine months ended September 30, 2025 was classified as cash flows from financing activities on our Condensed Consolidated Statements of Cash Flows, up to the acquisition date fair value. The portion of additional cash consideration paid in excess of the acquisition date fair value was classified as cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.
During the three and nine months ended September 30, 2026 and 2025, the changes in fair value of acquisition-related contingent consideration were primarily due to changes in financial projections over each entity’s earn-out periods, changes in valuation inputs and the impact of foreign exchange movements. C
hanges in acquisition-related contingent consideration liabilities subsequent to the initial acquisition-date measurements, excluding foreign exchange movements, were recorded as a component of SG&A expenses on our Condensed Consolidated Statements of Earnings and Comprehensive Income.
NOTE 16. DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risk from changes in foreign exchange rates, interest rates and commodity prices that could impact our results of operations, cash flows and financial condition. At inception, derivatives that we designate as hedging instruments are formally documented as a hedge of a forecasted transaction or cash flow hedge. We also formally assess, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, or if the anticipated transaction is no longer probable of occurring, we discontinue hedge accounting, and any future mark-to-market adjustments are recognized in earnings. We use derivative financial instruments as risk management tools and not for speculative trading purposes.
Counterparty Risk
We enter into derivative transactions with only established financial institution counterparties having an investment-grade credit rating. We monitor counterparty credit ratings on a regular basis. All of our derivative transactions with counterparties are governed by master International Swap and Derivatives Association agreements (“ISDAs”) with netting arrangements. These agreements can limit our exposure in situations where we have gain and loss positions outstanding with a single counterparty. We do not post nor do we receive cash collateral with any counterparty for our derivative transactions. These ISDAs do not have any credit-contingent features; however, a default under our bank credit facility would trigger a default under these agreements. Exposure to individual counterparties is controlled and we consider the risk of counterparty default to be negligible.
20
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
Interest Rate Risk
We use interest rate swaps to minimize the fluctuations in earnings caused by interest rate volatility. These swaps are designated as cash flow hedges against changes in Secured Overnight Financing Rate (“SOFR
”) for a portion of our variable rate debt.
The following table summarizes our interest rate swaps as of
September 30, 2026:
Coverage Period
Notional
Amount
Risk Coverage
Trade Date
November 2023 to December 2026
$
50.0
USD-SOFR
October 10, 2023
September 2026 to March 2027
$
25.0
USD-SOFR
September 28, 2026
March 2024 to June 2027
$
50.0
USD-SOFR
March 27, 2024
November 2023 to November 2027
$
50.0
USD-SOFR
September 29, 2023
June 2024 to June 2028
$
50.0
USD-SOFR
June 26, 2024
March 2026 to December 2028
$
50.0
USD-SOFR
March 19, 2026
June 2026 to June 2029
$
50.0
USD-SOFR
June 22, 2026
Under the terms of the interest rate swaps above, we pay a fixed rate monthly and receive a floating rate based on SOFR.
Foreign Exchange Rate Risk
During the third quarter of 2026, we entered into foreign currency forward contracts to reduce our exposure to the risk that cash outflows related to certain fixed asset purchases from foreign suppliers will be adversely affected by changes in Euro exchange rates. These derivative instruments are designated as cash flow hedges against these forecasted transactions. As of September 30, 2026, the notional amount of the foreign currency forward contracts was $
3.9
million and all foreign currency forward contracts mature within
12
months. T
here were
no
foreign currency forward contracts outstanding as of December 31, 2025. Gains and losses on these instruments are recorded in other comprehensive income, to the extent effective, and subsequently reclassified to earnings when the hedged transaction is recognized in earnings. Any mark-to-market gains or losses on ineffective portions of hedges are recognized in cost of goods sold. There were no ineffective portions of these hedges recognized during the three months ended September 30, 2026.
Financial Statement Impacts
The following tables detail amounts related to our derivatives as of September 30, 2026 and December 31, 2025. We did not have any derivative assets or liabilities not designated as hedging instruments as of September 30, 2026 or December 31, 2025. The derivative asset and liability amounts below are shown gross and have not been netted.
Derivative Assets
Derivative Liabilities
Fair Value
Fair Value
Balance Sheet Location
September 30,
2026
December 31,
2025
Balance Sheet Location
September 30,
2026
December 31,
2025
Derivatives designated as hedging instruments:
Interest rate swap contracts
Other current assets
$
0.1
$
-
Accounts payable and accrued expenses
$
0.1
$
0.8
Foreign currency forward contracts
Other current assets
-
-
Accounts payable and accrued expenses
0.1
-
Interest rate swap contracts
Other non-current assets
2.5
-
Other long-term liabilities
-
2.6
Amount of Gain (Loss)
Recognized in AOCL
Location of
(Loss) Gain
(Loss) Gain Reclassified
from AOCL into Net Earnings
Nine Months Ended
Reclassified from
Three Months Ended
Nine Months Ended
September 30,
AOCL into
September 30,
September 30,
2026
2025
Net Earnings
2026
2025
2026
2025
Derivatives in cash flow hedging relationships:
Interest rate swap contracts
$
5.0
$
(
1.7
)
Interest expense
$
(
0.3
)
$
0.1
$
(
1.2
)
$
0.5
Foreign currency forward contracts
(
0.1
)
-
Cost of goods sold
-
-
-
-
21
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
As of September 30, 2026, the amount of existing gains in Accumulated Other Comprehensive Loss (“AOCL”) expected to be recognized in net earnings over the next twelve months was $
0.8
million.
NOTE 17. SHAREHOLDERS’ EQUITY
Common Stock Repurchase Plan
On July 29, 2016, the Board of Directors of the Company approved a share repurchase program authorizing us to repurchase up to $
150.0
million of our outstanding shares of common stock (the “Program”). Since inception of the Program, this authorization has been increased to permit repurchases of up to an aggregate of $
2,500.0
million of our outstanding shares of common stock through
December 31, 2029
. We had $
1,122.9
million remaining under the Board’s repurchase authorization as of
September 30, 2026.
Repurchases of our common stock under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
During the three months ended September 30, 2026, we repurchased
0.4
million shares under the Program for a total cost of $
75.0
million, excluding commissions and taxes, or an average price of $
174.36
per share. During the nine months ended September 30, 2026, we repurchased
1.2
million shares under the Program for a total cost of $
209.9
million, excluding commissions and taxes, or an average price of $
170.65
per share. Since inception and through September 30, 2026, we have repurchased
16.6
million shares under the Program for a total cost of $
1,377.1
million, excluding commissions and taxes, or an average price of $
82.74
per share.
Dividends
I
n February, April and July 2026, our Board of Directors declared $
0.339
per share quarterly dividends, which were paid to shareholders in
March,
May
and
August 2
026
. On October 21, 2026, our Board of Directors declared a $
0.373
per share quarterly dividend to be paid in
November 2026
.
Accumulated Other Comprehensive (Loss)
The following tables summarize the activity, by component, related to the change in AOCL for the
three and nine months ended September 30, 2026 and 2025:
Foreign Currency
Translation Adjustments
(1)
Derivative
(Loss) Gain
(1) (2)
Pension and Postretirement Adjustments
(1)
Total Accumulated
Other Comprehensive (Loss)
(1) (2)
Balance, June 30, 2026
$
(
3.6
)
$
(
0.3
)
$
(
98.7
)
$
(
102.6
)
Other comprehensive income before reclassifications,
net of tax (expense) of ($
0.1
), ($
0.7
), $
-
and ($
0.8
)
0.3
2.1
-
2.4
Amounts reclassified from accumulated other
comprehensive (loss)
-
0.2
0.7
0.9
Net current period other comprehensive income
0.3
2.3
0.7
3.3
Balance, September 30, 2026
$
(
3.3
)
$
2.0
$
(
98.0
)
$
(
99.3
)
Foreign Currency
Translation Adjustments
(1)
Derivative
(Loss) Gain
(1) (2)
Pension and Postretirement Adjustments
(1)
Total Accumulated
Other Comprehensive (Loss)
(1) (2)
Balance, December 31, 2025
$
(
0.5
)
$
(
2.6
)
$
(
100.0
)
$
(
103.1
)
Other comprehensive (loss) income before reclassifications,
net of tax benefit (expense) of $
0.8
, ($
1.2
), $
-
and $(
0.4
)
(
2.8
)
3.7
-
0.9
Amounts reclassified from accumulated other
comprehensive (loss)
-
0.9
2.0
2.9
Net current period other comprehensive (loss) income
(
2.8
)
4.6
2.0
3.8
Balance, September 30, 2026
$
(
3.3
)
$
2.0
$
(
98.0
)
$
(
99.3
)
22
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
Foreign Currency
Translation Adjustments
(1)
Derivative
(Loss)
(1) (2)
Pension and Postretirement Adjustments
(1)
Total Accumulated
Other Comprehensive (Loss)
(1) (2)
Balance, June 30, 2025
$
(
0.4
)
$
(
2.9
)
$
(
105.6
)
$
(
108.9
)
Other comprehensive (loss) income before reclassifications,
net of tax benefit (expense) of $
0.2
, ($
0.1
), $
-
and $
0.1
(
0.9
)
0.1
-
(
0.8
)
Amounts reclassified from accumulated other
comprehensive (loss)
-
(
0.1
)
0.6
0.5
Net current period other comprehensive (loss) income
(
0.9
)
-
0.6
(
0.3
)
Balance, September 30, 2025
$
(
1.3
)
$
(
2.9
)
$
(
105.0
)
$
(
109.2
)
Foreign Currency
Translation Adjustments
(1)
Derivative
(Loss)
(1) (2)
Pension and Postretirement Adjustments
(1)
Total Accumulated
Other Comprehensive (Loss)
(1) (2)
Balance, December 31, 2024
$
(
2.2
)
$
(
1.1
)
$
(
106.9
)
$
(
110.2
)
Other comprehensive income (loss) before reclassifications,
net of tax (expense) benefit of ($
0.2
), $
0.3
, $
-
and $
0.1
0.9
(
1.4
)
-
(
0.5
)
Amounts reclassified from accumulated other
comprehensive (loss)
-
(
0.4
)
1.9
1.5
Net current period other comprehensive income (loss)
0.9
(
1.8
)
1.9
1.0
Balance, September 30, 2025
$
(
1.3
)
$
(
2.9
)
$
(
105.0
)
$
(
109.2
)
(1)
Amounts are net of tax
.
(2)
Amounts include our
50
% share of
AOCI components from our WAVE joint venture.
The amounts reclassified from AOCL, and the affected line item of the Condensed Consolidated Statements of Earnings and Comprehensive Income, are presented in the table below:
Amounts Reclassified from Accumulated Other Comprehensive (Loss)
Affected
Line Item on the
Three Months Ended
Nine Months Ended
Condensed Consolidated
September 30,
September 30,
Statements of Earnings
2026
2025
2026
2025
and Comprehensive Income
Derivative Adjustments:
Interest rate swap contracts, before tax
$
0.3
$
(
0.1
)
$
1.2
$
(
0.5
)
Interest expense
Tax impact
(
0.1
)
-
(
0.3
)
0.1
Income tax expense
Total loss (income), net of tax
0.2
(
0.1
)
0.9
(
0.4
)
Pension and Postretirement Adjustments:
Amortization of prior service credit
-
-
-
(
0.1
)
Other non-operating (income), net
Amortization of net actuarial loss
0.8
0.9
2.6
2.8
Other non-operating (income), net
Total loss, before tax
0.8
0.9
2.6
2.7
Tax impact
(
0.1
)
(
0.3
)
(
0.6
)
(
0.8
)
Income tax expense
Total loss, net of tax
0.7
0.6
2.0
1.9
Total reclassifications for the period
$
0.9
$
0.5
$
2.9
$
1.5
23
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
NOTE 18. LITIGATION AND RELATED MATTERS
ENVIRONMENTAL MATTERS
Environmental Compliance
Our manufacturing and research facilities are affected by various federal, state and local requirements relating to the discharge of materials and the protection of the environment. We make expenditures necessary for compliance with applicable environmental requirements at each of our operating facilities. While these expenditures are not typically material, the applicable regulatory requirements continually change and, as a result, we cannot predict with certainty the amount, nature or timing of future expenditures associated with environmental compliance.
Environmental Sites
Summary
We are actively involved in the investigation and remediation of existing or potential environmental contamination under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and state Superfund and similar environmental laws at two domestically owned locations allegedly resulting from past industrial activity.
In each location, we are one of multiple potentially responsible parties and have agreed to jointly fund the required investigation and remediation, while preserving our defenses to the liability. We may also have rights of contribution or reimbursement from other parties or coverage under applicable insurance policies. We have pursued coverage and recoveries under those applicable insurance policies with respect to certain of the sites, including the Macon, Georgia site and the Elizabeth City, North Carolina site, each of which is summarized below. Other than disclosed below, we are unable to predict the outcome of these matters or the timing of any future recoveries, whether through settlement or otherwise. We are also unable to predict the extent to which any recoveries might cover our final share of investigation and remediation costs for these sites. Our final share of investigation and remediation costs may exceed any such recoveries, and such amounts net of insurance recoveries may be material.
Between 2017 and 2021, we entered into settlement agreements totaling $
53.0
million with certain legacy insurance carriers to resolve ongoing litigation and recover fees and costs previously incurred by us in connection with certain environmental sites. These settlements were recorded as reductions to cost of goods sold and SG&A expenses, reflecting the same income statement categories where environmental expenditures were historically recorded. From 2020 through the third quarter of 2024, cumulative insurance recoveries exceeded cumulative expenses to date related to the respective environmental sites and the excess was recorded within long-term liabilities on our Condensed Consolidated Balance Sheets. These excess recoveries were released to offset additional reserves for potential liabilities incurred on the respective environmental sites. We may enter into additional settlement agreements in the future, which may or may not be material, with other legacy insurers to obtain reimbursement or contribution for environmental site expenses.
Estimates of our future liability at the environmental sites are based on evaluations of currently available facts regarding each individual site. We consider factors such as our activities associated with the site, existing technology, presently enacted laws and regulations and prior company experience in remediating contaminated sites. Although current law imposes joint and several liability on all parties at Superfund sites, our contribution to the remediation of these sites is expected to be limited by the number of other companies potentially liable for site remediation. As a result, our estimated liability reflects only our expected share. In determining the probability of contribution, we consider the solvency of other parties, the site activities of other parties, whether liability is being disputed, the terms of any existing agreements and experience with similar matters, and the effect of our October 2006 Chapter 11 reorganization and separation with Armstrong Flooring, Inc. upon the validity of the claim, if any.
Specific Material Events
Macon, Georgia
The U.S. Environmental Protection Agency (the “EPA”) has listed
two
landfills located on a portion of our facility in Macon, Georgia, along with the former Macon Naval Ordnance Plant landfill adjacent to our property, portions of Rocky Creek, and certain tributaries leading to Rocky Creek (collectively, the “Macon Site”) as a Superfund site on the National Priorities List due to the presence of contaminants, most notably polychlorinated biphenyls (“PCBs”).
24
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
In September 2010, we entered into an Administrative Order on Consent for a Removal Action (the “Removal Action”) with the EPA to investigate PCB contamination in
one
of the landfills on our property, the Wastewater Treatment Plant Landfill (“Operable Unit 1”). After completing an investigation of Operable Unit 1 and submitting our final Engineering Evaluation/Cost Analysis, the EPA issued an Action Memorandum in July 2013 selecting our recommended remedy for the Removal Action. The Operable Unit 1 final report was submitted to the EPA in
October 2016
, the EPA approved the final report in November 2016, and a Post-Removal Control Plan was submitted to the EPA in March 2017. AWI has been conducting operation and maintenance activities of the completed remedy since 2017 consistent with the approved Post-Removal Control Plan.
In September 2015, AWI and other Potentially Responsible Parties (“PRPs”) received a Special Notice Letter from the EPA under CERCLA inviting AWI and the PRPs to enter into the negotiation of a Remedial Investigation and Feasibility Study (“RI/FS”) with respect to the remainder of the Superfund site, which included the other landfill on our property, as well as areas on and adjacent to our property and Rocky Creek (“Operable Unit 2”). In the second half of 2022, the EPA and the PRPs agreed to separate all non-groundwater aspects of the site from the ongoing groundwater investigation.
Based on findings in a Remedial Investigation Report (“RIR”) which included relevant risk assessments previously conducted and that was approved by the EPA in July 2023, the PRPs developed and submitted to the EPA a draft Feasibility Study (“FS”) to identify and evaluate potential remedial alternatives for all non-groundwater elements of Operable Unit 2. Following review and comment by the EPA and the State of Georgia and revisions to the FS to address those comments, the EPA conditionally approved the FS in April 2024 and issued a Proposed Remedial Action Plan (“Proposed Plan”) for the non-groundwater elements at the site in May 2024, which included a total cost estimate for the non-groundwater elements at the site of approximately $
8
million. In August 2024, the EPA signed the Record of Decision, selecting the remedy outlined in the Proposed Plan. In April 2026, the EPA issued a Special Notice Letter to the PRPs to conduct the Remedial Design/Remedial Action (“RD/RA”) for the Operable Unit 2 remedy. The portion of these remediation costs that AWI will bear for all non-groundwater elements of Operable Unit 2 will be formalized once the PRPs resolve the final allocation of costs
. During the third quarter of 2026, the PRPs met with the EPA to discuss preliminary comments on the draft Consent Decree for implementing the RD/RA.
In March 2025, AWI and the other PRPs proposed that the investigation of the groundwater elements of the areas constituting Operable Unit 2 (now designated as “Operable Unit 3”), be completed in conjunction with the groundwater investigation at the adjacent former Macon Naval Ordinance Plant landfill, however, the EPA rejected this request and required two separate remedial investigation reports. Thereafter, the EPA requested a Work Plan for the remaining RI/FS work for Operable Unit 3, which is due in January 2027.
It is probable that we will incur field investigation, engineering and oversight costs associated with designing and implementing the RD/RA remedy for all non-groundwater elements of Operable Unit 2 and for completing an RI/FS for Operable Unit 3. We may also ultimately incur costs in remediating contamination discovered during the RI/FS for Operable Unit 3, and we are unable to reasonably estimate our final share of the total costs associated with the investigation work or any resulting remediation therefrom, although such amounts may be material to any one quarter’s or year’s results of operations in the future. We do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.
Elizabeth City, North Carolina
This site is a former cabinet manufacturing facility that from 1977 until 1996 was operated by Triangle Pacific Corporation, which became Armstrong Wood Products, Inc. (“AWP”), and is now known as AHF Products, LLC. The site was formerly owned by the U.S. Navy (“Navy”) and Westinghouse, which was purchased by Paramount, a Skydance Corporation (“Paramount”) (then known as CBS Corporation). We assumed ownership of the site when we acquired the stock of AWP in 1998. In connection with the separation of Armstrong Flooring, Inc. in 2016, we agreed to retain any legacy environmental liabilities associated with the AWP site.
Prior to our acquisition of the site, the North Carolina Department of Environment and Natural Resources listed the site as a hazardous waste site. In 1997, AWP entered into a cost sharing agreement with Westinghouse whereby the parties agreed to share equally the costs associated with site investigation. In 2007, we and Paramount entered into an agreement with the Navy whereby the Navy agreed to pay
one third
of
defined past and future investigative costs up to a certain amount, which has now been exhausted. The EPA approved an RI/FS work plan for the site in August 2011. In July 2018, the EPA published an Interim Record Of Decision (“IROD”) selecting an interim cleanup approach. In June 2021, we entered into a negotiated Partial Consent Decree and Site Participation Agreement with the EPA, Paramount and the U.S. on behalf of the Navy for the remedial design and remedial action for the interim remedy. Because the U.S. does not conduct work as a PRP at Superfund sites, similar to the 2007 agreement, the U.S. agreed to pay its share of the estimated costs of performing the work and, as part of the Consent Decree Financial Assurance, the Company and Paramount also funded their estimated shares of the Interim Remedy. The Partial Consent Decree was entered by the U.S. District Court for the Eastern District of North Carolina in January 2022. A Remedial Design Work Plan was approved by the EPA in
25
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
February
2023 and in December 2024, and the EPA approved the Pre-Design Investigation Work Plan and related Quality Assurance Project Plan. Since March 2025, AWP and Paramount have been conducting pre-design investigation activities focused on additional soil and groundwater sampling to inform remedy implementation, with the initial assessment submitted to the EPA in March 2026.
The current estimate of future liability at this site includes only our estimated share of the costs of implementing the interim remedial action under the IROD. We are unable to reasonably estimate our final share of the total costs associated with the interim or final remediation at the site, although such amounts may be material to any one quarter's or one year’s results of operations in the future. We do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.
Summary of Financial Position
Total liabilities
of $
4.5
million and $
4.1
million as of September 30, 2026 and December 31, 2025, respectively, were recorded for environmental matters that we consider probable and for which a reasonable estimate of the probable liability could be made. As of September 30, 2026 and December 31, 2025
, environmental liabilities of $
4.3
million and $
4.1
million, respectively, were reflected within other long-term liabilities on the Condensed Consolidated Balance Sheets. As of September 30, 2026
, environmental liabilities of $
0.2
million were reflected within other current liabilities on the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2026,
we recorded additional reserves for potential environmental liabilities of $
0.1
million and $
0.7
million, respectively, as a component of
SG&A expenses on our Condensed Consolidated Statements of Earnings and Comprehensive Income. During the three and nine months ended September 30, 2025, we
recorded additional reserves for potential environmental liabilities of $
0.1
million.
Where existing data is sufficient to estimate the liability, that estimate has been used; where only a range of probable liabilities is available and no amount within that range is more likely than any other, the lower end of the range has been used. As assessments and remediation activities progress at each site, these liabilities are reviewed to reflect new information as it becomes available and adjusted to reflect amounts actually incurred and paid. These liabilities are undiscounted.
The estimated environmental liabilities above do not take into account any claims for additional recoveries from insurance or third parties. It is our policy to record insurance recoveries as assets on the Condensed Consolidated Balance Sheets when realizable. We incur costs to pursue environmental insurance recoveries, which are expensed as incurred.
Actual costs to be incurred at identified sites may vary from our estimates. Based on our knowledge of the identified sites, it is not possible to reasonably estimate future costs in excess of amounts already recognized.
OTHER CLAIMS
From time to time, we are involved in other various lawsuits, claims, proceedings, disputes, inquiries, investigations and other legal matters that arise in the ordinary course of business, including matters involving our products, intellectual property, contracts, employees, relationships with suppliers, relationships with distributors, other customers or end users, relationships with competitors, compliance with laws, statutes and regulations and other matters. In connection with those matters, and in addition to our defenses to them, we may have rights of indemnity, contribution or reimbursement from other parties or coverage under applicable insurance policies. When applicable and appropriate, we will seek indemnity, contribution or reimbursement from other parties and pursue coverage and recoveries under those policies, but we are unable to predict the outcome of those demands. While complete assurance cannot be given to the outcome of any proceedings relating to these matters, including the success of our defenses, we do not believe that any current claims, individually or in the aggregate, will have a material adverse effect on our financial condition, liquidity or results of operations.
NOTE 19. NET EARNINGS PER SHARE
The following table is a reconciliation of basic shares outstanding to diluted shares outstanding for the
three and nine months ended September 30, 2026 and 2025 (shares in millions):
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Basic shares outstanding
42.1
43.2
42.5
43.4
Dilutive effect of common stock equivalents
0.2
0.4
0.2
0.3
Diluted shares outstanding
42.3
43.6
42.7
43.7
26
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except per share data)
There were
no
anti-dilutive stock awards excluded from the computation of dilutive earnings per share for the three months ended September 30, 2026. There were
2,288
of anti-dilutive stock awards excluded from the computation of dilutive earnings per share for the nine months ended September 30, 2026. Anti-dilutive stock awards excluded from the computation of dilutive earnings per share for the three and nine months ended September 30, 2025 were
261
and
19,439
, respectively.
27
Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS O
F FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the financial statements, the accompanying notes, the cautionary note regarding forward-looking statements and risk factors included in this report and our Annual Report on Form 10-K for the year ended December 31, 2025.
OVERVIEW
AWI is an Americas leader in the design and manufacture of innovative interior and exterior architectural applications including ceilings, specialty walls and exterior metal solutions. We manufacture and source products made of numerous materials, including mineral fiber, fiberglass, metal, felt, architectural resin and glass, wood, wood fiber and glass-reinforced-gypsum. We also manufacture ceiling suspension system (grid) products through a joint venture with Worthington Enterprises, Inc. called Worthington Armstrong Venture (“WAVE”).
Acquisitions
In February 2026, we acquired all of the issued and outstanding shares of Event Scape Inc. and Eventscape U.S. Holdings Inc. (collectively, “Eventscape”), headquartered in Toronto, Ontario, Canada. Eventscape is a designer, manufacturer and installer of ceilings, walls and facades made of a broad range of materials. The operations, assets and liabilities of Eventscape are included in our Architectural Specialties segment.
In December 2025, we acquired all of the issued and outstanding stock of FGM-Parallel LLC (“Parallel”), based in Englewood, Colorado. Parallel is a designer and manufacturer of extruded aluminum products primarily used in exterior architectural applications. The operations, assets and liabilities of Parallel are included in our Architectural Specialties segment.
In September 2025, we acquired all of the issued and outstanding shares of Geometrik Manufacturing, Inc. (“Geometrik”), based in Kelowna, British Columbia, Canada. Geometrik is a designer and manufacturer of wood acoustical ceiling and wall systems. The operations, assets and liabilities of Geometrik are included in our Architectural Specialties segment.
Manufacturing Plants
As of September 30, 2026, we operated 24 manufacturing plants, including 20 plants located within the U.S. and four plants in Canada.
WAVE operates seven additional plants in the U.S. to produce suspension system (grid) products, which we use and sell in our ceiling systems.
Reportable Segments
Our operating segments are as follows: Mineral Fiber, Architectural Specialties and Unallocated Corporate.
Mineral Fiber
– produces suspended mineral fiber and fiberglass ceiling systems. Our mineral fiber products offer various performance attributes such as acoustical control, rated fire protection, and energy efficiency, along with other health and sustainability features and aesthetic appeal. Ceiling products are primarily sold to resale distributors, ceiling systems contractors and wholesalers, and retailers (including large home centers). The Mineral Fiber segment also includes the results of WAVE, which manufactures and sells suspension system (grid) products and ceiling component products that are invoiced by both AWI and WAVE. Segment results relating to WAVE consist primarily of equity earnings and reflect our 50% equity interest in the joint venture. Ceiling component products consist of ceiling perimeters and trim, in addition to grid products that support drywall ceiling systems, structural and walkable grid systems. For some customers, WAVE sells its suspension system products to AWI for resale to customers. Mineral Fiber segment results reflect those sales transactions. The Mineral Fiber segment also includes all assets and liabilities not specifically allocated to our Architectural Specialties or Unallocated Corporate segment, including all property and related depreciation associated with our Lancaster, Pennsylvania headquarters. Operating results for the Mineral Fiber segment include a significant majority of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations.
Architectural Specialties
– designs, produces and sources specialty ceilings, walls, and other interior and exterior architectural applications primarily for use in commercial settings. Products are available in numerous materials, such as metal, felt, architectural resin and glass, wood, wood fiber and glass-reinforced-gypsum in various colors, shapes and designs. These products offer a range of design options and performance attributes such as acoustical control, rated fire protection, light, aesthetic appeal, energy efficiency and building performance. We sell standard, premium and customized products, a portion of which are sourced from third-party
28
Management’s Discussion and Analysis of Financial Condition and Results of Operations
producers. Architectural Specialties products are sold mostly to direct customers, primarily ceiling systems contractors, and resale distributors. This segment’s revenues are primarily project driven, which can lead to more variability in sales patterns. Operating results for the Architectural Specialties segment include a portion of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations.
Unallocated Corporate
– includes certain assets, liabilities, income and expenses that have not been allocated to our other business segments and consists of: cash and cash equivalents, our Overcast Innovations LLC (“Overcast”) investment and related equity earnings and losses, the net funded status of our U.S. Retirement Income Plan (“RIP”), the estimated fair value of interest rate swap contracts, outstanding borrowings under our senior secured credit facility and income tax balances.
Factors Affecting Revenues
For information on our 2026 and 2025 net sales and disaggregated expenses by segment, see Note 2 to the Condensed Consolidated Financial Statements. For information on our 2026 and 2025 net sales disaggregated by major customer groups, see Note 3 to the Condensed Consolidated Financial Statements. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we define organic results as consolidated and/or Architectural Specialties results excluding the impacts of the Eventscape, Parallel and Geometrik acquisitions. We define inorganic consolidated and/or Architectural Specialties results as the impacts of Eventscape, Parallel and Geometrik.
Markets.
We compete in the building product markets of the Americas. We closely monitor publicly available macroeconomic data and trends that provide insight into commercial construction market activity, including, but not limited to, Gross Domestic Product (“GDP”), office vacancy rates, the Architecture Billings Index, new commercial construction starts, state and local government spending, corporate profits and retail sales. The Company continues to monitor the impacts of governmental trade and other policies, including tariffs, and geopolitical events, including the ongoing conflict in Iran. These matters did not have a material direct impact on our financial condition, liquidity or results of operations in the first nine months of 2026 or 2025. However, the broader economic effects of these matters have contributed to a more challenging operating environment as compared to the prior year.
Sales Volumes.
For the three months ended September 30, 2026, sales volumes increased $35 million compared to the prior-year period, primarily driven by a $25 million increase in organic Architectural Specialties net sales and an $8 million inorganic increase resulting from our 2026 and 2025 acquisitions. Also contributing to the increase in net sales was a $2 million increase from higher sales volumes in our Mineral Fiber segment. For the nine months ended September 30, 2026, sales volumes increased $82 million compared to the prior-year period, due primarily to a $49 million increase in organic Architectural Specialties net sales and a $25 million inorganic increase due to our 2026 and 2025 acquisitions. Also contributing to the increase in net sales was an $8 million increase driven by higher sales volumes in our Mineral Fiber segment.
Average Unit Value
. We periodically modify sales prices of our products due to changes in costs for raw materials and energy, market conditions and the competitive environment. Typically, realized price increases are less than announced price increases because of project pricing, competitive adjustments and changing market conditions. We also offer a wide assortment of products that are differentiated by style, design and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income. Within our Mineral Fiber segment, we focus on improving sales dollars per unit sold, or average unit value (“AUV”), as a measure that accounts for the varying assortment of products and like-for-like pricing impacting our revenues.
Favorable AUV increased our total consolidated net sales for the three and nine months ended September 30, 2026 by $16 million and $43 million, respectively, compared to the same periods in 2025. Our Architectural Specialties segment revenues are primarily generated from individual contracts that include project-specific mixes of manufactured and sourced products. As such, we do not evaluate performance using AUV for this segment but rather attribute all changes in net sales to volume, including gross to net sales adjustments.
During the first and third quarters of 2026, we implemented price increases on Mineral Fiber ceiling products. During the first and second quarters of 2026, we implemented price increases on certain Architectural Specialties products. WAVE implemented price increases on grid products during the first, second and third quarters of 2026. In October of 2026, we announced price increases on Mineral Fiber ceiling products and certain Architectural Specialties products, and WAVE announced price increases on grid products, all of which will become effective in the fourth quarter of 2026. Future pricing actions for Mineral Fiber, Architectural Specialties and WAVE products may be implemented based on numerous factors, including the impact of tariffs, the rate and pace of inflation and its impact on our business and the competitive environment.
Seasonality
. Historically, our sales tend to be stronger in the second and third quarters of our fiscal year due to more favorable weather conditions, customer business cycles and the timing of renovation and new construction projects.
29
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Operating Costs
Operating Expenses.
Our operating expenses are comprised of direct production costs (principally raw materials, labor, and energy), manufacturing overhead costs, freight, costs to purchase sourced products, tariffs and selling, general and administrative (“SG&A”) expenses.
Our largest raw material expenditures are primarily for fiberglass, perlite, recycled paper, and starch. Other raw materials include clays, felt, pigment, architectural resin and glass, wood and wood fiber. We manufacture substantially all of our mineral wool at one of our manufacturing facilities. We use aluminum and steel in the production of metal building products by us and by WAVE. Finally, we also purchase significant amounts of packaging materials and consume substantial amounts of energy, such as electricity and natural gas, and water. Fluctuations in the prices of these inputs impact our financial results. During the three months ended September 30, 2026, higher freight and raw material costs negatively impacted operating income by $6 million compared to the same period in 2025. During the nine months ended September 30, 2026, higher freight, raw material and energy costs negatively impacted operating income by $12 million compared to the same period in 2025.
Acquisition-Related Expenses and Losses
In connection with our acquisitions of Eventscape in February 2026, Geometrik in September 2025, Insolcorp, LLC (“Insolcorp”) in October 2023 and BOK Modern, LLC (“BOK”) in July 2023, we recorded certain acquisition-related expenses, (gains) and losses to operating income during the three and nine months ended September 30, 2026 and 2025, summarized as follows (dollar amounts in millions):
Three Months Ended
Nine Months Ended
Affected Line Item in the Condensed
September 30,
September 30,
Consolidated Statements of Earnings and
2026
2025
2026
2025
Comprehensive Income
Acquisition costs
$
-
$
0.5
$
2.6
$
0.5
SG&A expenses
(Gain) loss related to change in fair value of contingent consideration, net
(0.1
)
0.1
0.8
0.5
(Gain) loss related to change in fair value of contingent consideration, net
Net (benefit) expense included in operating income
$
(0.1
)
$
0.6
$
3.4
$
1.0
Acquisition costs above reflect certain third-party professional fees incurred due to the Eventscape and Geometrik acquisitions. The change in fair value of contingent consideration was related to our Eventscape, Geometrik, Insolcorp and BOK acquisitions and is remeasured quarterly during each acquisition’s earn-out periods. See Note 15 to the Condensed Consolidated Financial Statements for further information. Depreciation of fixed assets acquired and amortization of intangible assets acquired have been excluded from the table above.
Employees
As of September 30, 2026 and December 31, 2025, we had approximately 4,100 and 3,800 full-time and part-time employees, respectively.
30
Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
See Note 2 to the Condensed Consolidated Financial Statements for a reconciliation of operating income to consolidated net earnings before income taxes.
CONSOLIDATED RESULTS
(dollar amounts in millions)
2026
2025
Change is Favorable
Three Months Ended September 30,
Consolidated net sales
$
475.8
$
425.2
11.9
%
Consolidated operating income
$
131.2
$
117.2
11.9
%
Nine Months Ended September 30,
Consolidated net sales
$
1,357.7
$
1,232.5
10.2
%
Consolidated operating income
$
359.2
$
338.9
6.0
%
Consolidated net sales for the third quarter of 2026 increased 11.9% from the prior-year quarter due to higher volumes of $35 million and favorable AUV of $16 million. Architectural Specialties net sales increased $33 million and Mineral Fiber net sales increased $18 million from the prior-year quarter. Architectural Specialties segment net sales improved due to a $25 million increase in organic net sales and an $8 million inorganic contribution. The increase in Mineral Fiber net sales was driven by favorable AUV and improved sales volumes.
Consolidated net sales for the first nine months of 2026 increased 10.2% over the prior-year period due to higher volumes of $82 million and favorable AUV of $43 million. Architectural Specialties net sales increased $74 million and Mineral Fiber net sales increased $51 million over the prior-year period. Architectural Specialties segment net sales improved due to a $49 million increase in organic net sales and a $25 million inorganic contribution. The increase in Mineral Fiber net sales was driven by favorable AUV and improved sales volumes.
Cost of goods sold in the third quarter of 2026 were $285.1 million, or 59.9% of net sales, compared to $246.7 million, or 58.0% of net sales, for the same period in 2025. The increase in cost of goods sold as a percent of net sales was primarily due to input cost inflation, most notably higher freight and raw material costs, higher tariffs on certain goods sold, and the impact of our 2026 and 2025 acquisitions. These increases were partially offset by favorable AUV benefits and ongoing manufacturing productivity.
Cost of goods sold in the first nine months of 2026 were $816.7 million, or 60.2% of net sales, compared to $728.3 million, or 59.1% of net sales, for the same period in 2025. The increase in cost of goods sold as a percent of net sales was primarily driven by input cost inflation, most notably higher freight and raw material costs, higher tariffs on certain goods sold, and the impact of our 2026 and 2025 acquisitions. These increases were partially offset by favorable AUV benefits and ongoing manufacturing productivity. Cost of goods sold for the first nine months of 2026 were also impacted by $4 million of tariff refunds, most notably International Emergency Economic Powers Act (“IEEPA”) tariff refunds, partially offset by $3 million of tariff adjustments based on duties for certain Architectural Specialties steel and aluminum products.
SG&A expenses in the third quarter of 2026 were $91.3 million, or 19.2% of net sales, compared to $90.1 million, or 21.2% of net sales, in the prior-year quarter. The slight increase in SG&A expenses was primarily driven by a $3 million inorganic increase due to our 2025 and 2026 acquisitions and a $2 million increase in selling expenses to support growth, largely offset by a $4 million decrease in incentive compensation.
SG&A expenses in the first nine months of 2026 were $273.4 million, or 20.1% of net sales, compared to $252.1 million, or 20.5% of net sales, for the same period in 2025. The increase in SG&A expenses was primarily driven by an $8 million inorganic increase, including a $2 million increase in acquisition costs, in addition to investments to support growth, including a $5 million increase in selling expenses and a $2 million increase in information technology productivity investments. Also contributing to the increase was a $3 million increase in people costs, driven by higher salaries and benefits of $6 million and a $3 million increase in severance expenses, partially offset by a $5 million decrease in incentive compensation.
Gains related to changes in the fair value of contingent consideration were $0.1 million in the third quarter of 2026, compared to losses of $0.1 million in the third quarter of 2025. Losses related to changes in the fair value of contingent consideration were $0.8 million in the first nine months of 2026, compared to $0.5 million for the same period in 2025. Changes in the fair value of contingent
31
Management’s Discussion and Analysis of Financial Condition and Results of Operations
consideration were related to our Insolcorp, BOK, Geometrik and Eventscape acquisitions. See Note 15 to the Condensed Consolidated Financial Statements for further information.
Equity earnings from unconsolidated affiliates were $31.7 million in the third quarter of 2026, compared to $28.0 million in the third quarter of 2025, and were $92.4 million in the first nine months of 2026, compared to $86.5 million in the same period in 2025. WAVE equity earnings were $31.8 million in the third quarter of 2026, compared to $28.2 million in the third quarter of 2025, and $92.8 million in the first nine months of 2026, compared to $87.1 million in the same period of 2025. The increases in WAVE equity earnings in both periods were primarily driven by higher sales volumes and the benefit of favorable AUV, partially offset by higher steel costs. See Note 8 to the Condensed Consolidated Financial Statements for further information.
Interest expense was $7.5 million in the third quarter of 2026, compared to $8.2 million in the third quarter of 2025. The decrease in interest expense for the third quarter of 2026 compared to the prior-year quarter was due to a decrease in effective interest rates, partially offset by higher average debt balances. Interest expense was $22.6 million in the first nine months of 2026 compared to $25.3 million in the first nine months of 2025. The decrease in interest expense in the first nine months of 2026 compared to the same period in 2026 was due to a decrease in effective interest rates and lower average debt balances.
Other non-operating income, net, was $0.7 million in the third quarter of 2026 compared to $0.5 million in the third quarter of 2025, and $3.1 million in the first nine months of 2026 compared to $1.9 million in the same period of 2025. The increases in other non-operating income, net, were primarily driven by the non-service cost components of pension and postretirement net periodic benefits.
Income tax expense was $32.5 million in the third quarter of 2026 compared to $23.2 million in the third quarter of 2025. The effective tax rate was 26.1% for the third quarter of 2026 compared to 21.2% in the prior-year quarter. Income tax expense was $84.3 million in the first nine months of 2026 compared to $72.3 million in the first nine months of 2025. The effective tax rate for the first nine months of 2026 was 24.8% compared to 22.9% for the same period of 2025. The increases in the effective tax rate for the third quarter and in the first nine months of 2026 compared to the same periods in 2025 were primarily due to the absence of prior-year benefits recognized from statute closures and federal investment tax credits.
Total Other Comprehensive Income (“OCI”) was $3.3 million in the third quarter of 2026 compared to total Other Comprehensive Loss (“OCL”) of $0.3 million in the third quarter of 2025. The change from OCL to OCI was due to interest rate swap derivative gains and favorable Canadian dollar foreign currency translation adjustments. OCI was $3.8 million in the first nine months of 2026 compared to OCI of $1.0 million in the first nine months of 2025. The increase in OCI was primarily due to interest rate swap derivative gains, partially offset by unfavorable Canadian dollar foreign currency translation adjustments. Derivative gains and losses represent the fair value adjustments for our derivative assets and liabilities, and the recognition of gains and losses previously deferred in Accumulated Other Comprehensive (Loss). Foreign currency translation adjustments represent the change in the U.S. dollar value of assets and liabilities denominated in foreign currencies.
REPORTABLE SEGMENT RESULTS
Mineral Fiber
(dollar amounts in millions)
2026
2025
Change is Favorable
Three Months Ended September 30,
Segment net sales
$
292.1
$
274.0
6.6
%
Segment operating income
$
106.0
$
98.7
7.4
%
Nine Months Ended September 30,
Segment net sales
$
837.5
$
786.1
6.5
%
Segment operating income
$
296.8
$
281.6
5.4
%
Mineral Fiber net sales increased $18 million in the third quarter of 2026 compared to the prior-year quarter due to $16 million of favorable AUV and $2 million of higher sales volumes. The improvement in AUV was driven by favorable like-for-like price and, to a lesser extent, favorable mix. The increase in volumes was driven primarily by timing-related demand from our Canadian customers and partially due to benefits from our growth initiatives.
For the first nine months of 2026, Mineral Fiber net sales increased $51 million from the prior-year period due to $43 million of favorable AUV, driven by favorable like-for-like price and, to a lesser extent, favorable mix, and $8 million of higher sales volumes. The increased volumes and favorable mix were driven by our solid commercial execution and benefits from our growth initiatives.
32
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cost of goods sold during the three months ended September 30, 2026 was $171.7 million, or 58.8% of net sales, compared to $155.3 million, or 56.7% of net sales, in the prior-year period. The current-year period increase in costs of goods sold as a percent of sales was primarily due to freight and raw material inflation. Gross profit increased $2 million, or 1.4%, compared to the prior-year quarter due to a $9 million benefit from favorable AUV, a $1 million benefit from higher sales volumes, in addition to the benefit of ongoing manufacturing productivity. These benefits were partially offset by an $8 million increase in manufacturing costs, including freight and raw material inflation.
Cost of goods sold during the nine months ended September 30, 2026 was $493.8 million, or 59.0% of net sales, compared to $460.0 million, or 58.5% of net sales, in the prior-year period. Gross profit increased $18 million, or 5.4%, compared to the prior-year period due to a $29 million benefit from favorable AUV, a $5 million benefit from higher sales volumes and ongoing manufacturing productivity. These benefits were partially offset by a $17 million increase in manufacturing costs, including freight, raw material and energy inflation and unfavorable inventory valuation impacts.
SG&A expenses during the three months ended September 30, 2026 were $46.2 million, or 15.8% of net sales, compared to $49.1 million, or 17.9% of net sales, in the prior-year quarter. The decrease in SG&A expenses was primarily driven by a $3 million decrease in incentive compensation.
SG&A expenses during the nine months ended September 30, 2026 were $138.7 million, or 16.6% of net sales, compared to $132.3 million, or 16.8% of net sales, in the prior-year period. The increase in SG&A expenses was primarily driven by a $2 million increase in selling expenses and a $2 million increase in information technology productivity investments. People costs were unchanged from the prior-year period as higher salaries and benefits and $2 million of severance expenses were offset by a $4 million decrease in incentive compensation.
Equity earnings from our WAVE joint venture were $31.8 million in the third quarter of 2026, compared to $28.2 million in the third quarter of 2025, and $92.8 million in the first nine months of 2026, compared to $87.1 million in the same period of 2025. The year-over-year increases in WAVE equity earnings for the third quarter and first nine months of 2026 were primarily driven by higher sales volumes and the benefit of favorable AUV, partially offset by higher steel costs.
Architectural Specialties
(dollar amounts in millions)
2026
2025
Change is Favorable
Three Months Ended September 30,
Segment net sales
$
183.7
$
151.2
21.5
%
Segment operating income
$
25.8
$
19.3
33.7
%
Nine Months Ended September 30,
Segment net sales
$
520.2
$
446.4
16.5
%
Segment operating income
$
64.5
$
59.7
8.0
%
Architectural Specialties net sales increased $33 million in the third quarter of 2026 compared to the prior-year quarter due to a $25 million increase in organic net sales driven by strong growth across most of our specialty product categories and an $8 million inorganic contribution.
For the first nine months of 2026, Architectural Specialties net sales increased $74 million from the prior-year period due to a $49 million increase in organic net sales driven by strong growth across most of our specialty product categories and a $25 million inorganic contribution.
Cost of goods sold during the three months ended September 30, 2026 was $113.1 million, or 61.6% of net sales, compared to $91.1 million, or 60.3% of net sales, in the prior-year period. The increase in cost of goods sold as a percent of net sales was primarily driven by the inorganic impact from our 2026 and 2025 acquisitions and lower project margins primarily related to elevated metal costs and the ongoing impact of tariffs on imports from Canada. Gross profit increased $11 million, or 17.5%, compared to the prior-year quarter due to a $9 million benefit from higher organic net sales and a $1 million inorganic benefit.
Cost of goods sold during the nine months ended September 30, 2026 was $321.9 million, or 61.9% of net sales, compared to $267.3 million, or 59.9% of net sales, in the prior-year period. The increase in cost of goods sold as a percent of net sales was primarily driven by the inorganic impact from our 2026 and 2025 acquisitions and lower project margins primarily related to elevated metal costs and the ongoing impact of tariffs on imports from Canada. Gross profit increased $19 million, or 10.7%, from the prior-year
33
Management’s Discussion and Analysis of Financial Condition and Results of Operations
period due to a $19 million benefit from higher organic net sales and a $3 million inorganic benefit. These benefits were partially offset by a $4 million increase in organic manufacturing costs. Cost of goods sold for the first nine months of 2026 were also impacted by $4 million of tariff refunds, most notably IEEPA tariff refunds, partially offset by $3 million of tariff adjustments based on duties for certain steel and aluminum products.
SG&A expenses during the three months ended September 30, 2026 were $44.9 million, or 24.4% of net sales, compared to $40.7 million, or 26.9% of net sales, in the prior-year quarter. The increase in SG&A expenses was primarily driven by a $3 million inorganic increase and a $1 million increase in organic selling expenses to support growth, partially offset by a $1 million decrease in incentive compensation.
SG&A expenses during the nine months ended September 30, 2026 were $134.0 million, or 25.8% of net sales, compared to $119.0 million, or 26.7% of net sales, in the prior-year period. The increase in SG&A expenses was primarily driven by an $8 million inorganic increase, including a $2 million increase in acquisition costs. Also contributing to the increase were investments to support growth, including a $3 million increase in organic selling expenses and a $3 million increase in people costs, which included a $1 million increase in severance expenses.
Unallocated Corporate
Unallocated Corporate operating loss was $1 million in the third quarter of 2026 and 2025, and $2 million in the first nine months of 2026 and 2025.
FINANCIAL CONDITION AND LIQUIDITY
Cash Flow
Net cash provided by operating activities for the first nine months of 2026 was $222.1 million, compared to $245.5 million for the first nine months of 2025. The unfavorable change in operating activities was primarily due to unfavorable timing related changes in receivables and higher income tax payments, partially offset by favorable timing related changes in accounts payable and accrued expenses and an increase in net earnings.
Net cash used for investing activities was $34.8 million in the first nine months of 2026, compared to $16.8 million of cash provided by investing activities in the first nine months of 2025. The unfavorable change in cash used for investing activities was primarily due to the acquisition of Eventscape, partially offset by an increase in dividends from WAVE.
Net cash used for financing activities was $228.0 million in the first nine months of 2026, compared to $252.0 million for the first nine months of 2025. The favorable change in cash used for financing activities was due to higher net proceeds from borrowings, partially offset by an increase in repurchases of our outstanding common stock and an increase in payments of tax withholdings for share-based compensation plans.
Liquidity
Our liquidity needs for operations vary throughout the year. We retain lines of credit to facilitate our seasonal cash flow needs, since cash flow is historically lower during the first and fourth quarters of our fiscal year.
We have a $910.6 million variable rate senior credit facility, which is comprised of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $410.6 million Term Loan A. As of September 30, 2026, the revolving credit facility and Term Loan A were priced at 1.25% over the Secured Overnight Financing Rate (“SOFR”). The revolving credit facility and Term Loan A mature in December 2030. We also have a $25.0 million bi-lateral letter of credit facility and a $0.7 million letter of credit facility.
As of September 30, 2026, the total principal balances outstanding under our senior credit facility included $402.9 million under Term Loan A and $70.0 million under the revolving credit facility.
The senior credit facility includes two financial covenants that require the ratio of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to consolidated cash interest expense minus cash consolidated interest income to be greater than or equal to 3.0 to 1.0, and requires the ratio of consolidated funded indebtedness, minus AWI and domestic subsidiary unrestricted cash and cash equivalents up to $100 million, to EBITDA to be less than or equal to 3.75 to 1.0 (subject to certain exceptions for certain acquisitions). As of September 30, 2026, we were in compliance with all covenants of the senior credit facility.
34
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Term Loan A is currently priced on a variable interest rate basis. We use interest rate swaps to minimize the fluctuations in earnings caused by interest rate volatility associated with our senior credit facility.
The following table summarizes our interest rate swaps, including forward interest rate swaps (dollar amounts in millions):
Coverage Period
Notional
Amount
Risk Coverage
Trade Date
November 2023 to December 2026
$
50.0
USD-SOFR
October 10, 2023
September 2026 to March 2027
$
25.0
USD-SOFR
September 28, 2026
March 2024 to June 2027
$
50.0
USD-SOFR
March 27, 2024
November 2023 to November 2027
$
50.0
USD-SOFR
September 29, 2023
June 2024 to June 2028
$
50.0
USD-SOFR
June 26, 2024
March 2026 to December 2028
$
50.0
USD-SOFR
March 19, 2026
June 2026 to June 2029
$
50.0
USD-SOFR
June 22, 2026
Under the terms of all interest rate swaps, we pay a fixed rate monthly and receive a floating rate based on SOFR. These swaps are designated as cash flow hedges against changes in SOFR for a portion of our variable rate debt.
We use lines of credit and other commercial commitments to ensure that adequate funds are available to meet operating requirements. Letters of credit are currently arranged through our revolving credit facility, our bi-lateral facility, and letter of credit facility. Letters of credit may be issued to third party suppliers, insurance companies and financial institutions and typically can only be drawn upon in the event of AWI’s failure to pay its obligations to the beneficiary.
The following table presents details related to our letters of credit facilities (dollar amounts in millions):
September 30, 2026
Financing Arrangements
Limit
Used
Available
Bi-lateral facility
$
25.0
$
6.8
$
18.2
Letter of credit facility
0.7
0.5
0.2
Revolving credit facility
150.0
-
150.0
Total
$
175.7
$
7.3
$
168.4
As of September 30, 2026, we had $71.4 million of cash and cash equivalents, $54.6 million in the U.S. and $16.8 million in foreign jurisdictions, primarily Canada. As of September 30, 2026, we also had $430 million available under our revolving credit facility. We believe cash on hand and cash generated from operations, together with borrowing capacity under our credit facility, will be adequate to address our near-term liquidity needs based on current expectations of our business operations, capital expenditures and scheduled payments of debt obligations.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
35
ITEM 3. QUANTITATIVE AND QUALITAT
IVE DISCLOSURES ABOUT MARKET RISK
For more information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS
AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
. The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on the evaluation of the effectiveness of our disclosure controls and procedures by our management, with the participation of our principal executive officer and our principal financial officer, as of September 30, 2026, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b)
Changes in Internal Control Over Financial Reporting
. There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
36
PART II - OT
HER INFORMATION
ITEM 1. LEGA
L PROCEEDINGS
See Note 18 to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.
ITEM 1A. RI
SK FACTORS
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
Period
Total Number
of Shares
Purchased
(1)
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Approximate Value
of Shares that may
yet be Purchased
under the Plans or
Programs
July 1-31, 2026
96,531
$
160.43
95,287
$
1,182,599,121
August 1-31, 2026
283,268
$
180.44
283,187
$
1,131,501,703
September 1-30, 2026
51,768
$
166.60
51,673
$
1,122,892,131
Total
431,567
430,147
(1)
Includes shares reacquired through the withholding of shares to pay employee tax obligations upon the exercise of options or vesting of restricted shares previously granted under our long-term incentive plans.
On July 29, 2016, the Board of Directors of the Company approved a share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock (the “Program”). Since inception of the Program, this authorization has been increased to permit repurchases of up to an aggregate of $2,500.0 million of our outstanding shares of common stock through December 31, 2029.
Repurchases of our common stock under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
During the three months ended September 30, 2026, we repurchased 0.4 million shares under the Program for a total cost of $75.0 million, excluding commissions and taxes, or an average price of $174.36 per share. During the nine months ended September 30, 2026, we repurchased 1.2 million shares under the Program for a total cost of $209.9 million, excluding commissions and taxes, or an average price of $170.65 per share. Since inception through September 30, 2026, we have repurchased 16.6 million shares under the Program for a total cost of $1,377.1 million, excluding commissions and taxes, or an average price of $82.74 per share.
ITEM 3. DEFAULTS U
PON SENIOR SECURITIES
None.
ITEM 4. MINE S
AFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER I
NFORMATION
Trading Arrangements of Directors and Executive Officers
During the three months ended September 30, 2026
, no director or officer of the Company
adopted
or
terminated
a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
37
ITEM 6.
EXHIBITS
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit No.
Description
10.1
Offer Letter to Jennifer O. Kozak dated July 9, 2026.*†
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. †
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. †
32.1
Certification of Chief Executive Officer required by Rule 13a and 18 U.S.C. Section 1350. †
†
32.2
Certification of Chief Financial Officer required by Rule 13a and 18 U.S.C. Section 1350. ††
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. †
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. †
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 has been formatted in Inline XBRL.
* Management Contract or Compensatory Plan
† Filed herewith.
†† Furnished herewith.
38
SIGNA
TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Armstrong World Industries, Inc.
By:
/s/ Christopher P. Calzaretta
Christopher P. Calzaretta
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ James T. Burge
James T. Burge
Vice President and Controller
(Principal Accounting Officer)
Date: October 27, 2026
39

----- awi-ex10_1.htm -----
EX-10.1
2
awi-ex10_1.htm
EX-10.1
EX-10.1
Exhibit No. 10.1
Armstrong World Industries, Inc.
2500 Columbia Ave.
Lancaster, PA 17604
July 9, 2026
Personal & Confidential
Jennifer Kozak
Dear Jennifer,
On behalf of Armstrong World Industries, Inc. (“AWI”), I am pleased to confirm our offer of employment to you for the position of Senior Vice President, Chief Human Resources Officer. This position is based in Lancaster, PA, reporting to me.
Your anticipated start date is Wednesday, September 9, 2026.
Compensation Terms
You will earn a semi-monthly gross base salary of $17,916.67 which, if annualized, would be $430,000, paid on the fifteenth and the last day of each month.
You are eligible to participate in our Annual Incentive Plan with a target incentive of 65%. This incentive is based on your actual base salary earnings, prorated for your actual service time in your first calendar year of employment. Your incentive payment will be based on performance measures approved by the Management Development and Compensation Committee and may be subject to adjustments based on your individual performance. You must be an active employee with AWI on the day of incentive distribution, which is typically paid out in March following the plan year.
You will be eligible for long-term incentive (LTI) plan participation which is typically made in the form of stock-based grants, targeted to have a value of 115% of your annualized base salary. You will be eligible to receive a full annual grant for 2026 at time of hire.
Additionally, we are pleased to offer you a one-time special grant of time-based restricted stock units with an award value of $250,000. The restricted stock units will carry a vesting schedule of 33% after 1 year, 33% after 2 years and 34% after 3 years.
Benefits
AWI offers competitive benefit plans. Please refer to your New Hire Benefits information that is provided as part of your offer. You may direct any questions to Kelly Strunk, VP Total Rewards at 717-719-0133.
•
AWI has established a nonqualified deferred compensation plan that allows highly compensated executives to defer base salary and bonus compensation above a specified pay limit ($306,250 for 2026) and receive the same match as that provided under the qualified 401(k) plan. The company match is fully vested after you have completed 3 years of service.
•
You are eligible for the company-paid Executive Long-Term Disability Insurance Program. Your disability benefit is 60% of the sum of base salary and the average bonus paid over the past two years. For this calendar year, we will use your annualized base salary to determine your disability benefit. Coverage for eligible compensation in excess of $300,000 will be subject to proof of insurability.
•
The company will reimburse you up to $4,500 for personal financial planning and income tax preparation services you incur in 2026 and annually thereafter. Reimbursement for these services would be taxable income to you.
•
As a senior executive, you are eligible for a company-paid annual physical and will be able to select the medical institution or facility for the physical. AWI will provide full reimbursement.
Individual Separation Agreement
AWI will provide a severance payment equal to one and half times the sum of base salary and target bonus in the event of an involuntary termination without Cause as defined below.
In the event of a change in control (CIC) as defined in the agreement, the agreement will extend for two years from the date of the CIC event. Severance benefits will equate to two times the sum of base salary and target bonus. Health, disability, and life insurance benefits would continue in accordance with the terms of each plan until the earlier of two years following your termination of employment, or until eligible for benefits from a new employer.
All severance benefits are conditioned upon your execution of an AWI approved release of your existing rights and claims against AWI in a form provide by AWI and compliance with restrictive covenants.
Paid Time Off
AWI observes a total of eleven holidays. Depending on your actual work location, one of these is considered a personal holiday that can be used for paid time off in addition to your vacation. You must be employed by June 30 to be eligible for the personal holiday in your first year.
You will qualify for five (5) weeks of vacation, pro-rated for that portion of time that you're employed in this calendar year.
Vacation Buy Program: Employees hired before October 1 are eligible to purchase up to five days of vacation in the first calendar year (i.e., from hire date to December 31). Discuss your vacation purchase plans with your manager prior to completing the form. Employees hired on 3 or after October 1 are not eligible but are eligible beginning January 1 of the next calendar year.
Summary of Terms
Your target annual cash compensation will be $709,500, with additional upside opportunity through incentive achievement. Your target annual total direct compensation will be $1,203,500. Including your sign-on equity award, your first-year target total compensation will be approximately $1,453,500.
Offer Contingencies
This offer of employment is contingent upon the following conditions. You must pass or complete all of the following in order to be employed by AWI.
1.
Passing the Background Verifications and Drug Tests
.
You must successfully complete a drug screening test and the background checks. Within 24 hours of accepting this offer, our background checking vendor, First Advantage, will contact you via your email account, with instructions for authorizing a background check and your drug test. Any sample provided in connection with your pre-employment drug screening that is identified as 'tampered with' or otherwise does not meet the requirements of the drug testing facility will result in the offer of employment being withdrawn and will not be retested.
Please note that you must satisfy the drug test requirement prior to your first day of employment. We require that within 72 hours of accepting this offer, you visit the drug collection site designated by our vendor, First Advantage.
2.
Definition of Cause
"Cause" means (1) conviction of a felony or a crime involving moral turpitude; (2) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Company; (3) violation of the Company’s Code of Conduct or employment policies, as in effect from time to time; (4) breach of any written noncompetition, confidentiality or non-solicitation covenant with respect to the Company; or (5) gross misconduct in the performance of your duties with the Company.
3.
Providing Proof of Your Right to Work in the United States
.
You will be required to show proof of your right to work in the United States of America within three days of your start date. Examples of suitable documentation are a current United States passport, a state issued driver's license or I.D. card with a photograph and an original social security card, a state-issued driver's license or I.D. card with a photograph and a birth certificate issued by the state, county, or other municipality.
4.
Agreement to the AWI Terms and Conditions
.
This offer requires that you agree to the "Armstrong World Industries Inc., Statement of US Employment Terms and Conditions" found at the end of this letter. In accepting this offer, you agree that you have relied only on the terms defined in this offer and linked documents.
Please acknowledge your acceptance of this offer no later than July 15, 2026, by completing the Acceptance Confirmation section found below and returning the signed letter to Kelly Strunk at
klstrunk@armstrong.com
. The official record of this offer letter will be filed with Talent Acquisition.
Jennifer, I have truly enjoyed getting to know you over the last several weeks. I am confident that your experience, authenticity, warmth, and grace will quickly make you an impactful and respected leader at Armstrong … and a trusted partner to me and the entire Executive Leadership Team.
I am pleased to confirm this employment offer and look forward welcoming you to the Armstrong family. Should you have any questions, please do not hesitate to give me a call.
Sincerely,
/s/ Mark A. Hershey
Mark A. Hershey
President & Chief Executive Officer
484-368-1830
mahershey@armstrong.com
Armstrong World Industries Inc., Statement of US Employment Terms and Conditions
Please understand that your employment at Armstrong World Industries Inc., will be subject to the following terms and conditions. Failure to follow these terms and conditions may result in disqualification from further consideration for employment, withdrawal of an offer of employment or termination of your employment with AWI.
1. Offer Contingencies
•
Drug/Background Screens
. Your employment is contingent upon your successful completion of a substance/drug test screening, and all background checks. A confirmed positive drug screening test will exclude you from further consideration for employment. You also understand and authorize AWI and any of its agents, employees, or contractors to investigate all of the information you provide in connection with your interest in employment with AWI. You also agree to waive and release any claims that may result from the use, disclosure or release of any information related to this investigation, and you understand that an unfavorable result of the background investigation may result in the withdrawal of this employment offer. You also agree and understand that all information provided in connection with your interest in employment with AWI will be stored electronically in the United States.
•
Employment Eligibility
. You will be required to verify that you are authorized to work in the United States.
•
Conflict of Interest and Confidentiality
. Armstrong World Industries Inc. does not wish to receive any documents or any other confidential information concerning any business, technical or other information that you received as a result of any former employment.
•
Existing Employment Agreements
. You agree that you are not bound under any agreement which prohibits you from being employed by Armstrong World Industries Inc., or any of its subsidiaries. You understand that in the event such an agreement exists, Armstrong World Industries Inc., has the right to end your employment or challenge any such agreement in its sole discretion.
•
Intellectual Property
. You will need to sign the Armstrong World Industries Inc., Intellectual Property and Confidential Information Agreement during your orientation.
2. Work Schedules
. Although management will make efforts to accommodate individual preferences, the company may at times require overtime, shift work, changes in work schedules and facility transfers.
3. Direct Deposit
. Direct deposit to employees' bank accounts is our preferred payment method. AWI Benefit Services will mail
New Hire Informational Packet
to you
,
which includes an
Authorization Agreement for Direct Deposit
. Please mail this form and a voided blank check from your bank to AWI Payroll Services. AWI Payroll Services can also assist you in obtaining a bank account for direct deposit purposes.
4. Employment "At Will".
You understand and agree that your employment with Armstrong World Industries Inc., is "at will" meaning that either you or AWI may terminate your employment and compensation with or without cause, with or without notice, at any time. You also acknowledge and agree that no AWI policy, handbook, manual, publication, procedure, or rule is intended to create a contract of employment nor intended to modify your "at will" relationship with AWI. No manager, supervisor, or other representative of AWI has any authority to modify this relationship or to make any agreements to the contrary other than the President/CEO of AWI. No such agreements shall be valid unless they are in writing and signed by one of these officers of AWI. This is the entire understanding and agreement regarding your employment relationship with AWI and the right of AWI or you to terminate the relationship with or without good cause, and this understanding takes the place of all prior agreements, representations, and understandings regarding your employment at AWI.
5. Falsification.
Honesty and integrity are core values at AWI. You certify that all the information and statements made by you at any time in connection with your interest in employment at AWI are true and complete, and that AWI will rely upon the information you provide. You understand and agree that if you
submit false information or omit information, you will no longer be considered a candidate for employment with our company or, if employed at AWI, you will be subject to the termination of your employment.

----- awi-ex31_1.htm -----
EX-31.1
3
awi-ex31_1.htm
EX-31.1
EX-31.1
Exhibit No. 31.1
I, Mark A. Hershey, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Armstrong World Industries, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 27, 2026
/s/ Mark A. Hershey
Mark A. Hershey
Director, President and Chief Executive Officer

----- awi-ex31_2.htm -----
EX-31.2
4
awi-ex31_2.htm
EX-31.2
EX-31.2
Exhibit No. 31.2
I, Christopher P. Calzaretta, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Armstrong World Industries, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 27, 2026
/s/ Christopher P. Calzaretta
Christopher P. Calzaretta
Senior Vice President and Chief Financial Officer

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EX-32.1
5
awi-ex32_1.htm
EX-32.1
EX-32.1
Exhibit No. 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I certify to the best of my knowledge and belief that the periodic report on Form 10-Q of Armstrong World Industries, Inc. (the “Company”) containing its financial statements for the fiscal quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Company as of that date.
/s/ Mark A. Hershey
Mark A. Hershey
Director, President and Chief Executive Officer
Armstrong World Industries, Inc.
Dated: October 27, 2026
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-32.2
6
awi-ex32_2.htm
EX-32.2
EX-32.2
Exhibit No. 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I certify to the best of my knowledge and belief that the periodic report on Form 10-Q of Armstrong World Industries, Inc. (the “Company”) containing its financial statements for the fiscal quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Company as of that date.
/s/ Christopher P. Calzaretta
Christopher P. Calzaretta
Senior Vice President and Chief Financial Officer
Armstrong World Industries, Inc.
Dated: October 27, 2026
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.