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ARMSTRONG WORLD INDUSTRIES INC

For the period ended Dec 31, 2023. Filed Feb 20, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 20, 2024

AWI$171.23+0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31,2023

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)

Pennsylvania23-0366390
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
2500 Columbia Avenue, Lancaster, Pennsylvania17603
(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 classTradingSymbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareAWINew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

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, 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 time 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, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the Common Stock of Armstrong World Industries, Inc. held by non-affiliates based on the closing price ($73.46 per share) on the New York Stock Exchange (trading symbol AWI) as of June 30, 2023 was approximately $3.3 billion. As of February 14, 2024, the number of shares outstanding of the registrant's Common Stock was 43,808,333.

Documents Incorporated by Reference

Certain sections of Armstrong World Industries, Inc.’s definitive Proxy Statement for use in connection with its 2024 annual meeting of shareholders, to be filed no later than April 29, 2024 (120 days after the last day of our 2023 fiscal year), are incorporated by reference into Part III of this Form 10-K Report where indicated.

Auditor Name: KPMG LLPAuditor Location: Philadelphia, PAAuditor Firm ID: 185

TABLE OF CONTENTS

PAGE
Cautionary Note Regarding Forward-Looking Statements3
PART I
Item 1.Business5
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments18
Item 1C.Cybersecurity18
Item 2.Properties19
Item 3.Legal Proceedings19
Item 4.Mine Safety Disclosures19
PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
Item 6.[Reserved]20
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 7A.Quantitative and Qualitative Disclosures About Market Risk30
Item 8.Financial Statements and Supplementary Data31
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75
Item 9A.Controls and Procedures75
Item 9B.Other Information75
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75
PART III
Item 10.Directors, Executive Officers and Corporate Governance76
Item 11.Executive Compensation76
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77
Item 13.Certain Relationships and Related Transactions, and Director Independence77
Item 14.Principal Accountant Fees and Services77
PART IV
Item 15.Exhibits and Financial Statement Schedules78
Signatures81

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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.