ARMSTRONG WORLD INDUSTRIES INC - Quarter Report: 2020 June (Form 10-Q)

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 June 30, 2020

☐	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 July 22, 2020 – 47,859,371.

TABLE OF CONTENTS

		PAGE
Cautionary Note Regarding Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q and the documents incorporated by reference herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, our expectations concerning our residential and commercial markets and their effect on our operating results; our expectations regarding the payment of dividends; and our ability to increase revenues, earnings and earnings before interest, taxes, depreciation and amortization (as discussed below). Words such as “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “predict,” “believe,” “may,” “will,” “would,” “could,” “should,” “seek,” “estimate” 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:

•

economic conditions;

•

construction activity;

•

public health epidemics or pandemics (like COVID-19);

•

competition;

•

key customers;

•

customer consolidation;

•

availability and costs of raw materials and energy;

•

Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Industries, Inc;

•

geographic concentration;

•

strategic transactions;

•

negative tax consequences;

•

environmental matters;

•

information technology disruptions and cybersecurity breaches;

•

claims;

•

litigation;

•

digitalization initiatives and new technology;

•

covenants in our debt agreements;

•

our indebtedness;

•

our liquidity;

•

defined benefit plan obligations;

•

intellectual property rights;

•

sustainability;

•

the tax consequences of the separation of our flooring business from our ceilings business;

•

international operations;

•

costs savings and productivity initiatives;

•

labor;

•

dividend payments; 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, 2019, and in the documents incorporated by reference herein and therein.

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 forward-looking statement is based.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(amounts in millions, except per share data)

Unaudited

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Net sales	$	203.2		$	272.0		$	451.9		$	514.1
Cost of goods sold		135.4			168.6			292.8			319.3
Gross profit		67.8			103.4			159.1			194.8
Selling, general and administrative expenses		33.0			37.4			67.8			93.0
Gain on sale of fixed and intangible assets		(14.1	)		-			(14.1	)		-
Equity earnings from joint venture		(13.5	)		(21.2	)		(33.0	)		(40.1	)
Operating income		62.4			87.2			138.4			141.9
Interest expense		5.9			9.5			12.6			19.9
Other non-operating (income) expense, net		(4.4	)		(5.4	)		365.0			(10.9	)
Earnings (loss) from continuing operations before income taxes		60.9			83.1			(239.2	)		132.9
Income tax expense (benefit)		11.4			19.4			(66.1	)		32.8
Earnings (loss) from continuing operations		49.5			63.7			(173.1	)		100.1
Net (loss) from discontinued operations, net of tax expense of $ -, $4.8, $ - and $4.7		-			(2.3	)		-			(1.8	)
Earnings (loss) from disposal of discontinued businesses, net of tax expense (benefit) of $ -, $0.1, ($1.4) and $0.1		0.8			(6.9	)		(2.8	)		(4.7	)
Net earnings (loss) from discontinued operations		0.8			(9.2	)		(2.8	)		(6.5	)
Net earnings (loss)	$	50.3		$	54.5		$	(175.9	)	$	93.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		0.1			0.7			(2.0	)		6.0
Derivative (loss), net		(2.0	)		(8.1	)		(13.8	)		(13.2	)
Pension and postretirement adjustments		(0.7	)		2.9			287.6			5.7
Total other comprehensive (loss) income		(2.6	)		(4.5	)		271.8			(1.5	)
Total comprehensive income	$	47.7		$	50.0		$	95.9		$	92.1
Earnings (loss) per share of common stock, continuing operations:
Basic	$	1.03		$	1.30		$	(3.61	)	$	2.05
Diluted	$	1.03		$	1.28		$	(3.61	)	$	2.01
Earnings (loss) per share of common stock, discontinued operations:
Basic	$	0.02		$	(0.19	)	$	(0.06	)	$	(0.13	)
Diluted	$	0.02		$	(0.19	)	$	(0.06	)	$	(0.13	)
Net earnings (loss) per share of common stock:
Basic	$	1.05		$	1.11		$	(3.67	)	$	1.92
Diluted	$	1.05		$	1.09		$	(3.67	)	$	1.88
Average number of common shares outstanding:
Basic		47.8			49.0			47.9			48.8
Diluted		48.0			49.8			47.9			49.6

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 8.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Balance Sheets

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

	Unaudited
	June 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	117.1		$	45.3
Accounts and notes receivable, net		106.8			85.1
Inventories, net		74.0			68.5
Income taxes receivable		10.8			30.0
Other current assets		11.3			15.5
Total current assets		320.0			244.4
Property, plant, and equipment, less accumulated depreciation and amortization of $474.8 and $447.5, respectively		514.9			524.6
Prepaid pension costs		115.7			94.8
Investment in joint venture		48.5			58.5
Goodwill		53.4			53.0
Intangible assets, net		402.8			411.9
Deferred income taxes		-			10.4
Income taxes receivable		2.5			2.5
Other non-current assets		86.5			93.2
Total assets	$	1,544.3		$	1,493.3
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	30.0		$	-
Current installments of long-term debt		18.8			6.3
Accounts payable and accrued expenses		107.1			148.7
Income taxes payable		1.0			0.2
Total current liabilities		156.9			155.2
Long-term debt, less current installments		607.5			604.5
Postretirement benefit liabilities		68.9			71.0
Pension benefit liabilities		45.5			46.6
Other long-term liabilities		83.3			67.9
Income taxes payable		20.7			19.3
Deferred income taxes		158.6			163.9
Total non-current liabilities		984.5			973.2
Shareholders' equity:
Common stock, $0.01 par value per share, 200 million shares authorized, 62,509,396 shares issued and 47,856,179 shares outstanding as of June 30, 2020 and 62,263,395, shares issued and 47,992,348 shares outstanding as of December 31, 2019		0.6			0.6
Capital in excess of par value		551.7			555.7
Retained earnings		812.8			1,008.2
Treasury stock, at cost, 14,653,217 shares as of June 30, 2020 and 14,271,047 shares as of December 31, 2019		(857.9	)		(823.5	)
Accumulated other comprehensive (loss)		(104.3	)		(376.1	)
Total shareholders' equity		402.9			364.9
Total liabilities and shareholders' equity	$	1,544.3		$	1,493.3

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 8.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(amounts in millions, except share data)

Unaudited

	Three Months Ended June 30, 2020
																	Accumulated
						Additional											Other
	Common Stock					Paid-In			Retained			Treasury Stock					Comprehensive
	Shares			Amount		Capital			Earnings			Shares		Amount			(Loss)			Total
March 31, 2020		47,659,955		$	0.6	$	557.3		$	772.1			14,653,217	$	(857.9	)	$	(101.7	)	$	370.4
Stock issuance, net		196,224			-		-			-			-		-			-			-
Cash dividends - $0.20 per common share		-			-		-			(9.6	)		-		-			-			(9.6	)
Share-based employee compensation		-			-		(5.6	)		-			-		-			-			(5.6	)
Net earnings		-			-		-			50.3			-		-			-			50.3
Other comprehensive (loss)		-			-		-			-			-		-			(2.6	)		(2.6	)
Acquisition of treasury stock					-		-			-			-		-			-			-
June 30, 2020		47,856,179		$	0.6	$	551.7		$	812.8			14,653,217	$	(857.9	)	$	(104.3	)	$	402.9

	Six Months Ended June 30, 2020
																	Accumulated
						Additional											Other
	Common Stock					Paid-In			Retained			Treasury Stock					Comprehensive
	Shares			Amount		Capital			Earnings			Shares		Amount			(Loss)			Total
December 31, 2019		47,992,348		$	0.6	$	555.7		$	1,008.2			14,271,047	$	(823.5	)	$	(376.1	)	$	364.9
Stock issuance, net		246,001			-		-			-			-		-			-			-
Cash dividends - $0.40 per common share		-			-		-			(19.5	)		-		-			-			(19.5	)
Share-based employee compensation		-			-		(4.0	)		-			-		-			-			(4.0	)
Net (loss)		-			-		-			(175.9	)		-		-			-			(175.9	)
Other comprehensive income		-			-		-			-			-		-			271.8			271.8
Acquisition of treasury stock		(382,170	)		-		-			-			382,170		(34.4	)		-			(34.4	)
June 30, 2020		47,856,179		$	0.6	$	551.7		$	812.8			14,653,217	$	(857.9	)	$	(104.3	)	$	402.9

	Three Months Ended June 30, 2019
																	Accumulated
						Additional											Other
	Common Stock					Paid-In			Retained			Treasury Stock					Comprehensive
	Shares			Amount		Capital			Earnings			Shares		Amount			(Loss)			Total
March 31, 2019		48,640,635		$	0.6	$	553.3		$	859.9			13,077,171	$	(712.2	)	$	(456.5	)	$	245.1
Stock issuance, net		337,316			-		-			-			-		-			-			-
Cash dividends - $0.175 per common share		-			-		-			(8.7	)		-		-			-			(8.7	)
Share-based employee compensation		-			-		(15.2	)		-			-		-			-			(15.2	)
Net earnings		-			-		-			54.5			-		-			-			54.5
Other comprehensive (loss)		-			-		-			-			-		-			(4.5	)		(4.5	)
Acquisition of treasury stock		(316,005	)		-		-			-			316,005		(28.1	)		-			(28.1	)
June 30, 2019		48,661,946		$	0.6	$	538.1		$	905.7			13,393,176	$	(740.3	)	$	(461.0	)	$	243.1

	Six Months Ended June 30, 2019
																	Accumulated
						Additional											Other
	Common Stock					Paid-In			Retained			Treasury Stock					Comprehensive
	Shares			Amount		Capital			Earnings			Shares		Amount			(Loss)			Total
December 31, 2018		48,808,239		$	0.6	$	547.4		$	829.8			12,745,485	$	(692.2	)	$	(459.6	)	$	226.0
Cumulative effect impact of ASU 2017-12 adoption		-			-		-			(0.1	)		-		-			0.1			-
Stock issuance, net		501,398			-		-			-			-		-			-			-
Cash dividends - $0.35 per common share		-			-		-			(17.6	)		-		-			-			(17.6	)
Share-based employee compensation		-			-		(9.3	)		-			-		-			-			(9.3	)
Net earnings		-			-		-			93.6			-		-			-			93.6
Other comprehensive income		-			-		-			-			-		-			(1.5	)		(1.5	)
Acquisition of treasury stock		(647,691	)		-		-			-			647,691		(48.1	)		-			(48.1	)
June 30, 2019		48,661,946		$	0.6	$	538.1		$	905.7			13,393,176	$	(740.3	)	$	(461.0	)	$	243.1

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 8.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(amounts in millions)

Unaudited

	Six Months Ended
	June 30,
	2020			2019
Cash flows from operating activities:
Net (loss) earnings	$	(175.9	)	$	93.6
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization		37.5			33.8
Loss on disposal of discontinued operations		4.2			4.6
Gain on sale of fixed and intangible assets		(14.1	)		-
Deferred income taxes		(89.9	)		12.2
Share-based compensation		3.8			4.1
Equity earnings from joint venture		(33.0	)		(40.1	)
U.S. pension cost (credit)		369.7			(3.8	)
Other non-cash adjustments, net		0.5			1.0
Changes in operating assets and liabilities:
Receivables		(1.3	)		(14.4	)
Inventories		(6.4	)		(10.0	)
Accounts payable and accrued expenses		(26.2	)		(24.5	)
Other assets and liabilities		9.8			(9.5	)
Net cash provided by operating activities		78.7			47.0
Cash flows from investing activities:
Purchases of property, plant and equipment		(18.5	)		(27.1	)
Return of investment from joint venture		42.4			38.6
Cash paid for acquisitions		-			(43.1	)
Payments of proceeds from Knauf to investment in joint venture		(20.0	)		-
Other investing activities		6.4			-
Net cash provided by (used for) investing activities		10.3			(31.6	)
Cash flows from financing activities:
Proceeds from short-term debt		30.0			-
Proceeds from revolving credit facility		100.0			-
Payments of revolving credit facility		(85.0	)		-
Payments of long-term debt		-			(23.8	)
Dividend paid		(19.5	)		(17.3	)
Payments from share-based compensation plans, net of tax		(7.8	)		(13.4	)
Payment for treasury stock acquired		(34.4	)		(48.1	)
Net cash (used for) financing activities		(16.7	)		(102.6	)
Effect of exchange rate changes on cash and cash equivalents		(0.5	)		1.8
Net increase (decrease) in cash and cash equivalents		71.8			(85.4	)
Cash and cash equivalents at beginning of year of discontinued operations		-			10.0
Cash and cash equivalents at beginning of year of continuing operations		45.3			325.7
Cash and cash equivalents at end of period		117.1			250.3
Cash and cash equivalents at end of period of discontinued operations		-			10.0
Cash and cash equivalents at end of period of continuing operations	$	117.1		$	240.3
Supplemental Cash Flow Disclosures:
Interest paid	$	12.6		$	19.4
Income tax payments, net		1.1			23.6
Amounts in accounts payable for capital expenditures		-			0.5

See accompanying notes to Condensed Consolidated Financial Statements beginning on page 8.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

NOTE 1. BUSINESS AND BASIS OF PRESENTATION

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

Except as disclosed in this Note, the accounting policies used in preparing the Condensed Consolidated Financial Statements in this Form 10-Q are the same as those used in preparing the Consolidated Financial Statements for the year ended December 31, 2019. These statements should therefore be read in conjunction with the Consolidated Financial Statements and notes that are included in the Form 10-K for the fiscal year ended December 31, 2019. 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 second quarter and first six months of 2020 and 2019 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 (“U.S. GAAP”). The statements include management estimates and judgments, where appropriate. Management utilizes estimates to record many items, including certain asset values, allowances for bad debts, inventory obsolescence and lower of cost and net realizable value charges, warranty reserves, workers’ compensation, general liability and environmental claims, and income taxes. When preparing an estimate, management determines the amount based upon the consideration of relevant information and may confer with outside parties, including external counsel. Actual results may differ from these estimates.

Certain prior year amounts have been recast in the Condensed Consolidated Financial Statements to conform to the 2020 presentation.

Acquisitions

In November 2019, we acquired the business and assets of MRK Industries, Inc. (“MRK”), based in Libertyville, Illinois. MRK is a manufacturer of specialty metal ceiling, wall and exterior solutions with one manufacturing facility. MRK’s operations, and its assets and liabilities, are included as a component of our Architectural Specialties segment.

In March 2019, we acquired the business and assets of Architectural Components Group, Inc. (“ACGI”), based in Marshfield, Missouri. ACGI is a manufacturer of custom wood ceilings and walls with one manufacturing facility. ACGI’s operations, and its assets and liabilities, are included as a component of our Architectural Specialties segment.

See Note 4 for further information on our recent acquisitions.

Discontinued Operations

On September 30, 2019, we completed the sale of certain subsidiaries comprising our businesses and operations in Europe, the Middle East and Africa (including Russia) (“EMEA”) and the Pacific Rim, including the corresponding businesses and operations conducted by Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Industries, Inc. (“Worthington”) in which AWI holds a 50% interest (collectively, the “Sale”), to Knauf International GmbH (“Knauf”). The purchase price of $330.0 million was previously paid by Knauf to us during 2018 and was subject to certain post-closing adjustments for cash and debt as provided in the Purchase Agreement dated as of November 17, 2017, by and between us and Knauf (the “Purchase Agreement”), including adjustments based on the economic impact of any required regulatory remedies and a working capital adjustment. During the second quarter of 2020, we remitted $20.0 million to WAVE for a portion of their remaining proceeds from Knauf. As of June 30 2020, we have recorded a $5.9 million payable to WAVE for their remaining portion of the proceeds from Knauf and a $6.2 million payable to Knauf for estimated working capital and other adjustments, both of which are reflected within Accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets as of June 30, 2020. The final loss amounts are subject to finalization of customary working capital and other adjustments, as provided in the Purchase Agreement. We are currently in negotiations with Knauf related to the valuation of certain liabilities included in the Sale totaling $11 million, which we expect to be finalized in 2020. We have not accrued a liability for this matter as of June 30, 2020.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

purchase certain products from each other following the closing of the Sale. WAVE also entered into similar agreements with Knauf for such purposes. The term of the granted licenses, with respect to each intellectual property right, extend until the expiration or abandonment of each such intellectual property right.

The EMEA and Pacific Rim segment historical financial results for the three and six months ended June 30, 2019 have been reflected in AWI’s Condensed Consolidated Statements of Operations and Comprehensive Income as discontinued operations, while the assets and liabilities of discontinued operations were removed from AWI’s Condensed Consolidated Balance Sheet as of September 30, 2019.

Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires immediate recognition of estimated credit losses that are expected to occur over the remaining life of many financial assets. This standard applies to all financial assets, including trade receivables. Our current accounts receivable policy uses historical and current information to estimate the amount of probable credit losses in our existing accounts receivable balances. Effective January 1, 2020, we adopted this standard, which had no material impact on our financial condition, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other,” which simplifies the subsequent measurement of goodwill by eliminating the second step from the current goodwill impairment test. Under this standard, an entity recognizes an impairment charge for the amount by which the carrying value of the reporting unit goodwill exceeds the fair value. Effective January 1, 2020, we adopted this standard prospectively. Our adoption of this standard had no impact on our financial condition or results of operations.

In August 2018, the FASB issued ASU 2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement.” This standard eliminates the current requirement to disclose the amount or reason for transfers between level 1 and level 2 of the fair value hierarchy and the requirement to disclose the valuation methodology for level 3 fair value measurements. The standard includes additional disclosure requirements for level 3 fair value measurements, including the requirement to disclose the changes in unrealized gains and losses in other comprehensive income during the period and permits the disclosure of other relevant quantitative information for certain unobservable inputs. Effective January 1, 2020, we adopted this standard, which had no impact on our disclosures.

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract,” which amends ASC 350-40 Intangibles – Goodwill and Other – Internal-Use Software. The ASU requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if these costs were capitalized by the customer in a software licensing arrangement. Effective January 1, 2020, we adopted this standard prospectively. Our adoption of this standard had no material impact on our financial condition, results of operations or cash flows.

In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank offered rates. This guidance is effective through December 31, 2022. Effective the second quarter of 2020 we adopted this standard, which had no impact on our financial condition, results of operations and cash flows.

Recently Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans,” which amends ASC 715-20, Compensation – Retirement Benefits – Defined Benefit Plans. The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The disclosure requirements to be removed include the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year, the amount and timing of plan assets expected to be returned to the employer and the effect of a one percentage point change in assumed health care cost trend rates on the aggregate service cost and benefit obligation for postretirement health care benefits. The new disclosure requirements include the interest crediting rates for cash balance plans, and an explanation of significant gains and losses related to changes in benefit obligations. This guidance is effective for fiscal years ending after December 15, 2020. We are evaluating the impact the adoption of this standard will have on our disclosures.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which removes exceptions to the general principles in ASC Topic 740 – Income Taxes for allocating tax expense between financial statement components, accounting basis differences resulting from an ownership change in foreign investments and interim period income tax accounting for year-to-date

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

losses that exceed projected losses. This guidance is effective for fiscal years beginning after December 15, 2020. We are evaluating the impact the adoption of this standard will have on our financial condition and results of operations.

COVID-19 Considerations

The COVID-19 outbreak has created significant volatility and economic disruption and the impact on our future consolidated results of operations is uncertain. The extent to which COVID-19 impacts our employees, operations, customers, suppliers and financial results depends on numerous evolving factors that we are not be able to accurately predict, including: the duration and scope of the pandemic; government actions taken in response to the pandemic; the impact on construction activity; the effect on our customers demand for our ceiling and wall systems; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. While many of our products support life sustaining activities and essential construction, we, and certain of our customers or suppliers, may be impacted by state actions, orders and policies regarding the COVID-19 pandemic, including temporary closures of non-life sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary by individual U.S. states and by individual countries in the Americas. We did not record any asset impairments, inventory charges or bad debt reserves related to COVID-19 during the second quarter and first six months of 2020 but future events may require such charges, which could have a material adverse effect on our financial condition, liquidity or results of operations.

Subsequent Event

On July 27, 2020, we completed the acquisition of all the issued and outstanding capital stock of TURF Design Inc. (“Turf”), with its manufacturing facility in Elgin, Illinois and its design center in Chicago, Illinois, for total cash consideration of $70.0 million, together with contingent consideration payable upon achievement of certain future performance objectives through 2022. The contingent consideration includes up to $24.0 million in additional cash consideration for performance at certain revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) growth targets. Full payout for target performance requires compounded annual growth rates in excess of 23% through 2022. The contingent consideration also includes up to $24.0 million in additional cash consideration for over-achievement performance against revenue and EBITDA growth targets. Full payout for over-achievement performance requires compounded annual growth rates in excess of 38% through 2022. Turf is a designer and manufacturer of acoustic felt ceilings and wall products primarily used in commercial building applications with 2019 revenues in excess of $20.0 million.

NOTE 2. SEGMENT RESULTS

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Net sales
Mineral Fiber	$	157.9	$	214.1	$	355.6	$	410.8
Architectural Specialties		45.3		57.9		96.3		103.3
Total net sales	$	203.2	$	272.0	$	451.9	$	514.1

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2020		2019			2020		2019
Segment operating income (loss)
Mineral Fiber	$	45.6	$	79.4		$	115.6	$	127.0
Architectural Specialties		4.3		9.5			11.8		18.7
Unallocated Corporate		12.5		(1.7	)		11.0		(3.8	)
Total consolidated operating income	$	62.4	$	87.2		$	138.4	$	141.9

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Total consolidated operating income	$	62.4		$	87.2		$	138.4		$	141.9
Interest expense		5.9			9.5			12.6			19.9
Other non-operating (income) expense, net		(4.4	)		(5.4	)		365.0			(10.9	)
Earnings (loss) from continuing operations before income taxes	$	60.9		$	83.1		$	(239.2	)	$	132.9

	June 30, 2020		December 31, 2019
Segment assets
Mineral Fiber	$	1,120.0	$	1,139.9
Architectural Specialties		156.7		161.8
Unallocated Corporate		267.6		191.6
Total consolidated assets	$	1,544.3	$	1,493.3

During the second quarter of 2020, we sold our idled mineral fiber plant in China, which was recorded as a component of our Unallocated Corporate segment. We recorded a gain of $14.1 million on the sale and a receivable of $20.8 million for the proceeds as of June 30, 2020.

NOTE 3. REVENUE

Revenue Recognition

We recognize revenue upon transfer of control of our products to the customer, which typically occurs upon shipment. Our main performance obligation to our customers is the delivery of products in accordance with purchase orders. Each purchase order confirms the transaction price for the products purchased under the arrangement. Direct sales to building materials distributors, home centers, direct customers and retailers represent the majority of our sales. Our standard sales terms are Free On Board (“FOB”) shipping point. We have some sales terms that are FOB destination. At the point of shipment, the customer is required to pay under normal sales terms. Our normal payment terms in most cases are 45 days or less and our sales arrangements do not have any material financing components. In addition, our customer arrangements do not produce contract assets or liabilities that are material to our consolidated financial statements. Within our Architectural Specialties segment, the majority of revenues are customer project driven, which includes a minority of revenues derived from the sale of customer specified customized products that have no alternative use to us. The manufacturing cycle for these custom products is typically short.

Incremental costs to fulfill our customer arrangements are expensed as incurred, as the amortization period is less than one year.

Our products are sold with normal and customary return provisions. We provide limited warranties for defects in materials or factory workmanship, sagging and warping, and certain other manufacturing defects. Warranties are not sold separately to customers. Our product warranties place certain requirements on the purchaser, including installation and maintenance in accordance with our written instructions. In addition to our warranty program, under certain limited circumstances, we will occasionally at our sole discretion provide a customer accommodation repair or replacement. Warranty repairs and replacements are most commonly made by professional installers employed by or affiliated with our independent distributors. Reimbursement for costs associated with warranty repairs are provided to our independent distributors through a credit against accounts receivable from the distributor to us. Sales returns and warranty claims have historically not been material and do not constitute separate performance obligations.

We often offer incentive programs to our customers, primarily volume rebates and promotions. The majority of our rebates are designated as a percentage of annual customer purchases. We estimate the amount of rebates based on actual sales for the period and accrue for the projected incentive programs costs. We record the costs of rebate accruals as a reduction to the transaction price. Other sales discounts, including early pay promotions, are deducted immediately from the sales invoice.

Shipping and Handling

We account for product shipping and handling costs as fulfillment activities and present the associated costs in costs of goods sold in the period in which we sell our product.

Disaggregation of Revenues

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

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

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

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

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

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

The following tables provide net sales by major customer group within our Mineral Fiber and Architectural Specialties segments for the three and six months ended June 30, 2020 and 2019:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Mineral Fiber	2020		2019		2020		2019
Distributors	$	114.6	$	161.4	$	256.5	$	306.0
Home centers		19.4		21.2		45.1		44.3
Direct customers		14.2		17.5		28.1		31.6
Retailers and other		9.7		14.0		25.9		28.9
Total	$	157.9	$	214.1	$	355.6	$	410.8

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Architectural Specialties	2020		2019		2020		2019
Distributors	$	32.0	$	37.3	$	67.9	$	68.8
Direct customers		12.4		19.0		26.8		32.1
Retailers and other		0.9		1.6		1.6		2.4
Total	$	45.3	$	57.9	$	96.3	$	103.3

NOTE 4. ACQUISITIONS

MRK

On November 25, 2019, we acquired the business and assets of MRK. The $13.3 million purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with the remaining unallocated amount recorded as goodwill. The total fair value of tangible assets acquired, less liabilities assumed, was $2.9 million, resulting in $10.4 million of goodwill. All of the acquired goodwill is deductible for tax purposes.

ACGI

On March 4, 2019, we acquired the business and assets of ACGI. The $42.9 million purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with the remaining unallocated amount recorded as goodwill. The total fair value of tangible assets acquired, less liabilities assumed, was $7.3 million. The total fair value of identifiable intangible

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

assets acquired was $12.0 million, mostly comprised of amortizable customer relationships of $7.4 million and amortizable tradenames of $2.8 million, resulting in $23.6 million of goodwill. All of the acquired goodwill is deductible for tax purposes.

The ACGI and MRK acquisitions, both individually and in the aggregate, did not have a material impact on reported net sales or operating income for the three and six months ended June 30, 2020 and 2019.

NOTE 5. DISCONTINUED OPERATIONS

EMEA AND PACIFIC RIM BUSINESSES

On November 17, 2017, we agreed to sell certain subsidiaries comprising our businesses in EMEA and the Pacific Rim to Knauf. The Sale was completed on September 30, 2019. Prior to completion of the Sale, each quarter, we compared the anticipated sales proceeds from Knauf to the carrying value of EMEA and Pacific Rim net assets. We recorded an estimated loss when the carrying value exceeded the anticipated sales proceeds. Net gains were only recorded to the extent of previous estimated losses.

During the three and six months ended June 30, 2019, we recorded a loss on sale of $6.8 million and $4.6 million, respectively. We did not record a gain or loss during the three months ended June 30, 2020. During the six months ended June 30, 2020, we recorded a loss of $5.0 million, representing preliminary working capital and other adjustments. The final loss amounts are subject to finalization of customary working capital and other adjustments, as provided in the Purchase Agreement.

See Note 1 for further discussion of the Sale.

FLOORING BUSINESSES

Separation and Distribution of AFI

On April 1, 2016, we completed our separation of Armstrong Flooring, Inc. (“AFI”) by allocating the assets and liabilities related primarily to our Resilient and Wood Flooring segments to AFI and then distributing the common stock of AFI to our shareholders at a ratio of one share of AFI common stock for every two shares of AWI common stock.

European Resilient Flooring

During the three and six months ended June 30, 2020, we recorded a gain of $0.8 million related to AOCI adjustments from a previously discontinued foreign flooring entity, which was dissolved in the second quarter of 2020. The AOCI adjustments related to accumulated foreign currency translation amounts.

Summarized Financial Information of Discontinued Operations

The following tables detail the businesses and line items that comprise discontinued operations on the Condensed Consolidated Statements of Operations and Comprehensive Income.

	Flooring Businesses
Three Months Ended June 30, 2020
Gain from disposal of discontinued businesses, before income tax	$	0.8
Income tax (benefit) expense		-
Gain from disposal of discontinued businesses, net of tax	$	0.8

Net earnings from discontinued operations	$	0.8

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

	EMEA and Pacific Rim Businesses			Flooring Businesses		Total
Six Months Ended June 30, 2020
(Loss) gain from disposal of discontinued businesses, before income tax	$	(5.0	)	$	0.8	$	(4.2	)
Income tax (benefit)		(1.4	)		-		(1.4	)
(Loss) gain from disposal of discontinued businesses, net of tax	$	(3.6	)	$	0.8	$	(2.8	)

Net (loss) earnings from discontinued operations	$	(3.6	)	$	0.8	$	(2.8	)

	EMEA and Pacific Rim Businesses			Flooring Businesses			Total
Three Months Ended June 30, 2019
Net sales	$	106.7		$	-		$	106.7
Cost of goods sold		83.2			-			83.2
Gross profit		23.5			-			23.5
Selling, general and administrative expenses		20.4			-			20.4
Operating income		3.1			-			3.1
Other non-operating expense, net		0.6			-			0.6
Earnings from discontinued operations before income tax		2.5			-			2.5
Income tax expense		4.8			-			4.8
Net (loss) from discontinued operations, net of tax	$	(2.3	)	$	-		$	(2.3	)

(Loss) from disposal of discontinued businesses, before income tax	$	(6.8	)	$	-		$	(6.8	)
Income tax expense		-			0.1			0.1
(Loss) from disposal of discontinued business, net of tax	$	(6.8	)	$	(0.1	)	$	(6.9	)

Net (loss) from discontinued operations	$	(9.1	)	$	(0.1	)	$	(9.2	)

	EMEA and Pacific Rim Businesses			Flooring Businesses			Total
Six Months Ended June 30, 2019
Net sales	$	203.6		$	-		$	203.6
Cost of goods sold		158.9			-			158.9
Gross profit		44.7			-			44.7
Selling, general and administrative expenses		41.2			-			41.2
Operating income		3.5			-			3.5
Other non-operating expense, net		0.6			-			0.6
Earnings from discontinued operations before income tax		2.9			-			2.9
Income tax expense		4.7			-			4.7
Net (loss) from discontinued operations, net of tax	$	(1.8	)	$	-		$	(1.8	)

(Loss) from disposal of discontinued businesses, before income tax	$	(4.6	)	$	-		$	(4.6	)
Income tax expense		-			0.1			0.1
(Loss) from disposal of discontinued businesses, net of tax	$	(4.6	)	$	(0.1	)	$	(4.7	)

Net (loss) from discontinued operations	$	(6.4	)	$	(0.1	)	$	(6.5	)

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

The following is a summary of total estimated gains and losses, capital expenditures and operating lease information related to our former EMEA and Pacific Rim businesses, and gains on the dissolution of our previously discontinued flooring entity, which are presented as discontinued operations and included as components of operating and investing cash flows on our Condensed Consolidated Statements of Cash Flows.

	Six Months Ended
	June 30,
	2020			2019
Loss on sale to Knauf ⁽¹⁾	$	5.0		$	-
Estimated loss on sale to Knauf ⁽²⁾		-			4.6
Gain on dissolution of flooring entity ⁽³⁾		(0.8	)		-
Purchases of property, plant and equipment		-			(1.4	)
Operating lease cost ⁽⁴⁾		-			4.9
Right-of-use assets obtained in exchange for lease obligations ⁽⁵⁾		-			24.6

(1)

Represents working capital and other adjustments.

(2)

Represents comparison of the EMEA and Pacific Rim net assets to the expected final sales proceeds.

(3)

Represents AOCI adjustments related to accumulated foreign currency translation amounts.

(4)

The amount of cash paid for amounts included in the measurement of lease liabilities was not materially different from the operating lease cost for the six months ended June 30, 2019.

(5)

Represents initial right-of-use assets recognized upon adoption on January 1, 2019. We did not obtain any new right-of-use assets in exchange for lease obligations during the six months ended June 30, 2019.

NOTE 6. ACCOUNTS AND NOTES RECEIVABLE

	June 30, 2020			December 31, 2019
Customer receivables	$	76.5		$	82.4
Miscellaneous receivables		33.5			5.0
Less allowance for warranties, discounts and losses		(3.2	)		(2.3	)
Accounts and notes receivable, net	$	106.8		$	85.1

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

As of June 30, 2020, miscellaneous receivables includes a $20.8 million receivable related to the sale of our idled plant in China in the second quarter of 2020. See Note 2 for further information.

NOTE 7. INVENTORIES

	June 30, 2020			December 31, 2019
Finished goods	$	43.4		$	40.2
Goods in process		4.2			4.0
Raw materials and supplies		37.5			35.0
Less LIFO reserves		(11.1	)		(10.7	)
Total inventories, net	$	74.0		$	68.5

NOTE 8. OTHER CURRENT ASSETS

	June 30, 2020		December 31, 2019
Prepaid expenses	$	10.4	$	7.5
Assets held for sale		-		6.6
Other		0.9		1.4
Total other current assets	$	11.3	$	15.5

As of December 31, 2019, assets held for sale included the assets of our idled plant in China, which was sold during the second quarter of 2020. See Note 2 for further information.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

NOTE 9. EQUITY INVESTMENT

Investment in joint venture reflects our 50% equity interest in WAVE. The WAVE joint venture is reflected within the Mineral Fiber segment in our condensed consolidated financial statements using the equity method of accounting. The European and Pacific Rim businesses of WAVE were included in the Sale to Knauf on September 30, 2019. Accordingly, beginning in 2017, WAVE’s European and Pacific Rim historical financial statement results have been reflected in WAVE’s consolidated financial statements as a discontinued operation for all periods presented. Condensed financial statement data for WAVE is summarized below on a continuing operations basis.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Net sales	$	75.3	$	105.5	$	170.7	$	202.4
Gross profit		41.4		58.9		96.3		111.5
Net earnings		29.1		43.2		69.9		83.4

NOTE 10. LEASES

We enter into operating leases for certain manufacturing plants, warehouses, equipment and automobiles. Our leases have remaining lease terms of 1 to 13 years. Several leases include options for us to purchase leased items at fair value or renew for up to 5 years, or multiple 5-year renewal periods. Some of our leases include early termination options. We consider all of these options in determining the lease term used to establish our right-of-use (“ROU”) assets and lease liabilities when it is reasonably certain that we will exercise that option. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

We have lease agreements with lease and non-lease components, which are accounted for separately. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Short-term lease expense was not material for the three and six months ended June 30, 2020 and 2019.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate (“IBR”) based on information that is available at the lease commencement date to compute the present value of lease payments. Relevant information used in determining the IBR includes the transactional currency of the lease and the lease term. We used the IBR on January 1, 2019 for operating leases that commenced prior to that date. As of June 30, 2020, we did not have any finance leases or any operating leases that had not yet commenced.

The following tables present our operating lease cost and supplemental cash flow information related to our operating leases:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Operating lease cost	$	1.8	$	1.7	$	3.5	$	3.3

	Six Months Ended
	June 30,
	2020		2019 ⁽¹⁾
ROU assets obtained in exchange for lease obligations	$	1.1	$	35.6

(1)

Includes initial ROU assets of $29.2 million recognized upon adoption on January 1, 2019.

The amount of cash paid for amounts included in the measurement of lease liabilities was not materially different from our operating lease cost for the six months ended June 30, 2020 and 2019.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

The following table presents supplemental balance sheet information related to our operating leases:

	Balance Sheet Classification	June 30, 2020		December 31, 2019

ROU assets	Other non-current assets	$	34.3	$	35.3
Current portion of lease liabilities	Accounts payable and accrued expenses		5.5		5.2
Non-current lease liabilities	Other long-term liabilities		28.8		30.1

The following table presents the weighted average assumptions used to compute our ROU assets and lease liabilities:

	June 30, 2020			December 31, 2019
Weighted average remaining lease term (in years)	8.2			8.6
Weighted average discount rate		4.4	%		4.4	%

Undiscounted future minimum lease payments as of June 30, 2020, by year and in the aggregate, having non-cancelable lease terms in excess of one year are as follows:

	Maturities of Lease Liabilities
2020 ⁽¹⁾	$	3.5
2021		6.4
2022		5.5
2023		4.6
2024		3.8
Thereafter		17.5
Total lease payments		41.3
Less interest		(7.0	)
Present value of lease liabilities	$	34.3

(1)

Scheduled maturities of lease liabilities represent the time period of July 1, 2020 to December 31, 2020.

NOTE 11. GOODWILL AND INTANGIBLE ASSETS

The following table details amounts related to our goodwill and intangible assets as of June 30, 2020 and December 31, 2019.

		June 30, 2020				December 31, 2019
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Customer relationships	3-20 years	$	188.8	$	120.9	$	188.9	$	114.9
Developed technology	15 years		85.3		75.0		85.0		72.1
Trademarks and brand names	5-10 years		3.8		0.9		3.9		0.6
Other	Various		0.3		0.1		0.3		0.1
Total		$	278.2	$	196.9	$	278.1	$	187.7
Non-amortizing intangible assets
Trademarks and brand names	Indefinite		321.5				321.5
Total intangible assets		$	599.7			$	599.6

Goodwill	Indefinite	$	53.4			$	53.0

	Six Months Ended
	June 30,
	2020		2019
Amortization expense	$	9.3	$	9.5

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

NOTE 12. OTHER NON-CURRENT ASSETS

	June 30, 2020		December 31, 2019
Cash surrender value of Company owned life insurance policies	$	49.7	$	53.5
ROU assets		34.3		35.3
Other		2.5		4.4
Total other non-current assets	$	86.5	$	93.2

NOTE 13. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	June 30, 2020		December 31, 2019
Payables, trade and other	$	60.8	$	79.4
Current portion of lease liabilities		5.5		5.2
Employment costs		7.1		16.5
Current portion of pension and postretirement liabilities		10.5		10.5
Payable to Knauf for purchase price adjustments		6.2		1.2
Payable to WAVE for receipt of Knauf proceeds		5.9		25.9
Other		11.1		10.0
Total accounts payable and accrued expenses	$	107.1	$	148.7

NOTE 14. INCOME TAX EXPENSE

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Earnings (loss) from continuing operations before income taxes	$	60.9		$	83.1		$	(239.2	)	$	132.9
Income tax expense (benefit)		11.4			19.4			(66.1	)		32.8
Effective tax rate		18.7	%		23.3	%		27.6	%		24.6	%

The effective tax rate in the second quarter of 2020 was lower as compared to the same period in 2019, largely driven by the favorable tax impact of the gain on sale of our idled mineral fiber plant in China in the second quarter of 2020. The effective tax rate for the first six months of 2020 was higher than the effective tax rate for the same period in 2019 primarily due to the tax effects of our first quarter of 2020 pension settlement, partially offset by the tax benefit from the second quarter of 2020 gain on sale of our idled mineral fiber plant in China. See Note 16 for additional details related to our pension settlement.

In the first and second quarters of 2020, the U.S. Department of Treasury deferred the due date for the first two estimated federal income tax payments to July 15, 2020 as part of its response to COVID-19. As a result, no U.S. federal income tax payments have been made for the six months ended June 30, 2020.

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 completion of ongoing examinations, the expiration of statutes of limitations or other unforeseen circumstances.

NOTE 15. DEBT

As of June 30, 2020 and December 31, 2019, our long-term debt included borrowings outstanding under our $1,000.0 million variable rate senior credit facility, which is composed of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $500.0 million Term Loan A. As of June 30, 2020 and December 31, 2019, borrowings outstanding under our revolving credit facility were $130.0 million and $115.0 million, respectively. Our Term Loan A was fully drawn as of June 30, 2020 and December 31, 2019. We also have a $25.0 million letter of credit facility, also known as our bi-lateral facility.

In March 2020, we amended and decreased our $36.2 million Accounts Receivable Securitization Facility with the Bank of Nova Scotia (the “funding entity”) to $30.0 million and we extended the maturity to September 2020. Borrowings under this amended facility bear interest at a monthly commercial paper rate. Under this facility, we sell accounts receivables to Armstrong Receivables Company, LLC (“ARC”), a Delaware entity that is consolidated in these financial statements. ARC is a 100% wholly owned single member LLC special purpose entity created specifically for this transaction; therefore, any receivables sold to ARC are not available

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

to the general creditors of AWI. ARC can use this facility to borrow cash or issue letters of credit. When ARC borrows cash under this facility, ARC sells an undivided percentage ownership interest in the purchased accounts receivables to the funding entity. We have the unilateral right to repurchase the funding entity’s purchased interest in the accounts receivables and, as a result, borrowings under this facility are reported as debt in the Condensed Consolidated Balance Sheets. Any borrowings under this facility are obligations of ARC and not AWI. ARC contracts with and pays a servicing fee to AWI to manage, collect and service the purchased accounts receivables. All new receivables under the program are continuously purchased by ARC with the proceeds from collections of receivables previously purchased. As of June 30, 2020, total borrowings outstanding under this facility were $30.0 million, which were classified as Short-term debt in the Condensed Consolidated Balance Sheets, and no letters of credit were issued under this facility. There were no borrowings outstanding under this facility as of December 31, 2019.

We utilize lines of credit and other commercial commitments in order 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 our securitization facility. Letters of credit may be issued to third party suppliers, insurance 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:

	June 30, 2020
Financing Arrangements	Limit		Used		Available
Bi-lateral facility		25.0		10.9		14.1
Revolving credit facility		150.0		-		150.0
Total	$	175.0	$	10.9	$	164.1

NOTE 16. PENSIONS AND OTHER BENEFIT PROGRAMS

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
U.S. defined benefit plans:
Pension benefits
Service cost of benefits earned during the period	$	1.4		$	1.2		$	2.8		$	2.4
Interest cost on projected benefit obligation		2.7			12.6			9.9			25.2
Expected return on plan assets		(6.5	)		(20.0	)		(21.4	)		(40.1	)
Amortization of net actuarial loss		0.8			4.8			4.7			9.6
Settlement		-			-			374.4			-
Net periodic pension cost (credit)	$	(1.6	)	$	(1.4	)	$	370.4		$	(2.9	)
Retiree health and life insurance benefits
Interest cost on projected benefit obligation		0.5			0.6			1.0			1.2
Amortization of prior service credit		-			(0.1	)		(0.1	)		(0.1	)
Amortization of net actuarial gain		(1.7	)		(2.0	)		(3.3	)		(4.2	)
Net periodic postretirement (credit)	$	(1.2	)	$	(1.5	)	$	(2.4	)	$	(3.1	)

We also have an unfunded defined benefit pension plan in Germany, which was not acquired by Knauf in connection with the Sale. 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 six months ended June 30, 2020 and 2019.

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

During February 2020, we entered into agreements with Athene Annuity and Life Company (“AAIA”) and Athene Annuity & Life Assurance Company of New York (“AANY”) to transfer certain benefit obligations and assets of our U.S. Retirement Income Plan (“RIP”) to AAIA and AANY. Under the agreements, we effectively settled $1,045.3 million of retiree defined benefit pension

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

obligations related to approximately 10,300 retirees and beneficiaries (the “Transferred Participants”), which were irrevocably transferred to AAIA and AANY and which guarantees the pension benefits of the Transferred Participants.

As a result of the transaction, we recorded a $374.4 million settlement loss in the first quarter of 2020, which was reflected as a component of other non-operating expense. The RIP’s assets and liabilities were remeasured as of the settlement date, resulting in a remaining projected benefit obligation of $387.5 million, which covered approximately 3,000 deferred vested and active participants, and fair value of plan assets of $499.6 million. The discount rate used to determine the projected benefit obligation at the settlement date was 3.07%, compared to 3.16% used as of December 31, 2019. The expected long-term return on plan assets remained at 5.25% and did not change as a result of the settlement.

NOTE 17. FINANCIAL INSTRUMENTS

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

	June 30, 2020						December 31, 2019
	Carrying amount			Estimated fair value			Carrying amount			Estimated fair value
(Liabilities), net:
Total long-term debt, including current portion	$	(626.3	)	$	(626.3	)	$	(610.8	)	$	(610.8	)
Interest rate swap contracts		(32.3	)		(32.3	)		(14.3	)		(14.3	)

The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued expenses and short-term debt approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt are based on quotes from a major financial institution of recently observed trading levels of our Term Loan A debt. The fair value estimates for interest rate swap contracts are estimated by obtaining quotes from major financial institutions with verification by internal valuation models.

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

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

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

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

The fair value measurement of interest rate swap contracts measured at fair value on a recurring basis and reported on the Condensed Consolidated Balance Sheets were valued using Level 2 (other observable) inputs as of June 30, 2020 and December 31, 2019. We did not have any financial assets or liabilities that are valued using Level 1 (quoted, active market) or Level 3 (unobservable) inputs as of June 30, 2020 and December 31, 2019.

NOTE 18. DERIVATIVE FINANCIAL INSTRUMENTS

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

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

Counterparty Risk

We only enter into derivative transactions with established financial institution counterparties having an investment-grade credit rating. We monitor counterparty credit default swap levels and 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.

Commodity Price Risk

We purchase natural gas and other various commodities for use in the manufacturing process. Although we are exposed to fluctuations in commodity pricing, we currently have no outstanding positions and do not expect to enter into any commodity derivative products.

Currency Rate Risk – Sales and Purchases

As of June 30, 2020, our only major foreign currency exposure is to the Canadian dollar. We currently have no outstanding positions and do not expect to enter into any foreign exchange derivative products.

Interest Rate Risk

We utilize interest rate swaps to minimize the fluctuations in earnings caused by interest rate volatility. These swaps are designated as cash flow hedges against changes in LIBOR for a portion of our variable rate debt. The following table summarizes our interest rate swaps as of June 30, 2020:

Trade Date	Notional Amount		Coverage Period	Risk Coverage
November 13, 2016	$	200.0	November 2016 to March 2021	USD-LIBOR
November 28, 2018	$	200.0	November 2018 to November 2023	USD-LIBOR
November 28, 2018	$	100.0	March 2021 to March 2025	USD-LIBOR
March 6, 2020	$	50.0	March 2020 to March 2022	USD-LIBOR
March 10, 2020	$	50.0	March 2021 to March 2024	USD-LIBOR
March 11, 2020	$	50.0	March 2021 to March 2024	USD-LIBOR

Under the terms of the November 2016 swap maturing in 2021, we receive 3-month LIBOR and pay a fixed rate over the hedged period, in addition to a basis rate swap to convert the floating rate risk under our November 2016 Swap from 3-month LIBOR to 1-month LIBOR. As a result, we receive 1-month LIBOR and pay a fixed rate over the hedged period.

Under the terms of the November 2018 swap maturing in 2023, we pay a fixed rate over the hedged amount and receive 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the forward starting November 2018 swap maturing in 2025, we will pay a fixed rate monthly and receive 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the March 2020 swap maturing in 2022, we pay a fixed rate over the hedged amount and receive 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the forward starting March 2020 swaps maturing in 2024, we will pay a fixed rate monthly and receive 1-month LIBOR. These are inclusive of a 0% floor.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

Financial Statement Impacts

The following tables detail amounts related to our derivatives as of June 30, 2020 and December 31, 2019. We did not have any derivative assets or liabilities not designated as hedging instruments as of June 30, 2020 or December 31, 2019. The derivative asset and liability amounts below are shown in gross amounts and we have not netted assets with liabilities.

	Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
	Balance Sheet Location	June 30, 2020		December 31, 2019		Balance Sheet Location	June 30, 2020		December 31, 2019
Interest rate swap contracts	Other current assets	$	-	$	-	Accounts payable and accrued expenses	$	1.4	$	-
Interest rate swap contracts	Other non-current assets		-		1.3	Other long-term liabilities		30.9		15.6

	Amount of (Loss) Recognized in AOCI						Location of Gain (Loss) Reclassified from AOCI into Net Earnings (Loss)	Gain (Loss) Reclassified from AOCI into Net Earnings (Loss)
	Six Months Ended							Three Months Ended					Six Months Ended
	June 30,							June 30,					June 30,
	2020			2019				2020		2019			2020		2019
Derivatives in cash flow hedging relationships
Interest rate swap contracts		(16.8	)		(18.7	)	Interest expense		1.5		(0.4	)		1.8		(1.0	)
Total	$	(16.8	)	$	(18.7	)	Total gain (loss)	$	1.5	$	(0.4	)	$	1.8	$	(1.0	)

As of June 30, 2020, the amount of existing losses in AOCI expected to be recognized in earnings over the next twelve months was $9.3 million.

NOTE 19. OTHER LONG-TERM LIABILITIES

	June 30, 2020		December 31, 2019
Lease liabilities	$	28.8	$	30.1
Long-term deferred compensation arrangements		13.9		14.0
Fair value of derivative liabilities		30.9		15.6
Other		9.7		8.2
Total other long-term liabilities	$	83.3	$	67.9

NOTE 20. SHAREHOLDERS’ EQUITY

Common Stock Repurchase Plan

On July 29, 2016, we announced that our Board of Directors had approved a share repurchase program pursuant to which we were authorized to repurchase up to $150.0 million of our outstanding shares of common stock through July 31, 2018 (the “Program”). On October 30, 2017, we announced that our Board of Directors had approved an additional $250.0 million authorization to repurchase shares under the Program. The Program was also extended through October 31, 2020. On July 31, 2018, we announced that our Board of Directors had approved an additional $300.0 million authorization to repurchase shares, increasing the total authorized amount under the Program to $700.0 million, excluding commissions. During March 2020, we temporarily suspended our share repurchase program. On July 28, 2020, we announced that our Board of Directors had approved an additional $500.0 million authorization to repurchase shares, increasing the total authorized amount under the Program to $1.2 billion, excluding commissions, and extending the currently suspended Program through December 31, 2023.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

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 six months ended June 30, 2020, we repurchased 0.4 million shares under the Program for a total cost of $34.4 million, excluding commissions, or an average price of $89.99 per share. Since inception, through June 30, 2020, we have repurchased 9.6 million shares under the Program for a total cost of $596.2 million, excluding commissions, or an average price of $62.13 per share.

Dividends

In February and April 2020, our Board of Directors declared $0.20 per share quarterly dividends, which were paid to shareholders in March and May 2020, respectively. On July 22, 2020, our Board of Directors declared a $0.20 per share quarterly dividend to be paid in August 2020.

Accumulated Other Comprehensive (Loss)

	Foreign Currency Translation Adjustments		Derivative (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss)⁽¹⁾
Balance, March 31, 2020	$	7.3	$	(20.3	)	$	(88.7	)	$	(101.7	)
Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $ -, $0.4, $ - and $0.4		0.1		(0.8	)		-			(0.7	)
Amounts reclassified from accumulated other comprehensive (loss)		-		(1.2	)		(0.7	)		(1.9	)
Net current period other comprehensive income (loss)		0.1		(2.0	)		(0.7	)		(2.6	)
Balance, June 30, 2020	$	7.4	$	(22.3	)	$	(89.4	)	$	(104.3	)

	Foreign Currency Translation Adjustments			Derivative (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss)⁽¹⁾
Balance, December 31, 2019	$	9.4		$	(8.5	)	$	(377.0	)	$	(376.1	)
Other comprehensive (loss) before reclassifications, net of tax benefit (expense) of $ -, $4.4, ($2.9) and $1.5		(2.0	)		(12.4	)		8.6			(5.8	)
Amounts reclassified from accumulated other comprehensive (loss)		-			(1.4	)		279.0			277.6
Net current period other comprehensive income (loss)		(2.0	)		(13.8	)		287.6			271.8
Balance, June 30, 2020	$	7.4		$	(22.3	)	$	(89.4	)	$	(104.3	)

	Foreign Currency Translation Adjustments			Derivative Gain (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss) ⁽¹⁾
Balance, March 31, 2019	$	(69.4	)	$	0.3		$	(387.4	)	$	(456.5	)
Other comprehensive (loss) before reclassifications, net of tax benefit (expense) of $ -, $2.9, ($0.8) and $2.1		0.7			(8.4	)		0.7			(7.0	)
Amounts reclassified from accumulated other comprehensive (loss)		-			0.3			2.2			2.5
Net current period other comprehensive income (loss)		0.7			(8.1	)		2.9			(4.5	)
Balance, June 30, 2019	$	(68.7	)	$	(7.8	)	$	(384.5	)	$	(461.0	)

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

	Foreign Currency Translation Adjustments			Derivative Gain (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss) ⁽¹⁾
Balance, December 31, 2018	$	(74.7	)	$	5.3		$	(390.2	)	$	(459.6	)
Impact of ASU 2017-12 adoption		-			0.1			-			0.1
Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $ -, $4.8, ($1.0) and $3.8		6.0			(14.0	)		1.4			(6.6	)
Amounts reclassified from accumulated other comprehensive (loss)		-			0.8			4.3			5.1
Net current period other comprehensive income (loss)		6.0			(13.2	)		5.7			(1.5	)
Balance, June 30, 2019	$	(68.7	)	$	(7.8	)	$	(384.5	)	$	(461.0	)

(1)

Amounts are net of tax.

	Amounts Reclassified from Accumulated Other Comprehensive (Loss)												Affected Line Item in the Condensed Consolidated Statements of Operations and Comprehensive Income
	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019 ⁽¹⁾			2020			2019 ⁽¹⁾
Derivative Adjustments:
Interest rate swap contracts, before tax	$	(1.5	)	$	0.4		$	(1.8	)	$	1.0		Interest expense
Tax impact		0.3			(0.1	)		0.4			(0.2	)	Income tax expense
Total (income) loss, net of tax		(1.2	)		0.3			(1.4	)		0.8

Pension and Postretirement Adjustments:
Prior service credit amortization		-			-			(0.1	)		-		Other non-operating (income) expense, net
Amortization of net actuarial (gain) loss		(0.9	)		2.7			1.4			5.4		Other non-operating (income) expense, net
Settlement		-			-			374.4			-		Other non-operating (income) expense, net
Total (income) loss, before tax		(0.9	)		2.7			375.7			5.4
Tax impact		0.2			(0.5	)		(96.7	)		(1.1	)	Income tax expense
Total income (loss), net of tax		(0.7	)		2.2			279.0			4.3
Total reclassifications for the period	$	(1.9	)	$	2.5		$	277.6		$	5.1

(1)

Includes activity from discontinued operations.

NOTE 21. 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.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

Environmental Sites

Summary

We are actively involved in the investigation, closure and/or 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 three 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 are currently pursuing coverage and recoveries under those policies with respect to certain of the sites, including the Macon, GA site and the Elizabeth City, NC site, each of which is summarized below. These efforts have included two active and independent litigation matters against legacy primary and excess policy insurance carriers for recovery of fees and costs incurred by us in connection with our investigation and remediation activities for such sites. As described below, the litigation matter in Oregon relating to the St. Helens, OR site was dismissed in the second quarter of 2019 in connection with our settlement with the State of Oregon. Other than disclosed below, we are unable to predict the outcome of these matters or the timing of any 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 2019, we entered settlement agreements totaling $39.8 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 a $9.2 million reduction to cost of goods sold and a $30.6 million reduction to SG&A expenses reflecting the same income statement categories where environmental expenditures were historically recorded. In the first six months of 2020, we entered into two new settlement agreements totaling $0.2 million. These settlements were recorded as a reduction to SG&A expenses. We anticipate that we may enter into additional settlement agreements in the future, which may or may not be material, with other legacy insurers to obtain reimbursement or contribution for environmental site expenses.

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

Specific Material Events

St Helens, OR

In August 2010, we entered into a Consent Order (the “Consent Order”) with the Oregon Department of Environmental Quality (“ODEQ”), along with Kaiser Gypsum Company, Inc. (“Kaiser”), and Owens Corning Sales LLC (“OC”), with respect to our St. Helens, Oregon facility, which was previously owned by Kaiser and then OC. The Consent Order required the parties to complete a remedial investigation and feasibility study on the upland, lowland and in-water portions of the site.

Through voluntary mediation in November 2017 with ODEQ, OC and Kaiser, we reached settlement with ODEQ documented in a Public Notice and proposed consent judgment (“Consent Judgment”); in exchange for a release from ODEQ for all contamination claims against us, we would pay $8.6 million to the State of Oregon and perform a previously scoped remedial action for the upland area. We submitted the settlement payment to ODEQ and completed the remedial action for the upland area in 2019.

ODEQ approved a final Upland Operable Unit Remedial Action Construction Completion and Final Closeout Report and issued a Conditional No Further Action Determination, including the Easement and Equitable Servitude, which was recorded in Columbia County, Oregon. On February 24, 2020, ODEQ filed the Certification of Completion for the satisfactory completion of the work conducted by us pursuant to the Consent Judgment. As a result of the settlements with ODEQ and Kaiser, and these actions by ODEQ, we do not expect to incur any future material costs relating to this matter.

Macon, GA

The U.S. Environmental Protection Agency (the “EPA”) has listed two landfills located on a portion of our facility in Macon, GA, along with the former Macon Naval Ordnance Plant landfill adjacent to our property, portions of Rocky Creek, and certain tributaries

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

leading to Rocky Creek (collectively, the “Macon Site”) as a Superfund site on the National Priorities List due to the presence of contaminants, most notably polychlorinated biphenyls (“PCBs”).

In September 2010, we entered into an Administrative Order on Consent for a Removal Action (the “Removal Action”) with the EPA to investigate PCB contamination in one of the landfills on our property, the Wastewater Treatment Plant Landfill (the “WWTP Landfill,” also known as “Operable Unit 1”). After completing an investigation of the WWTP Landfill and submitting our final Engineering Evaluation/Cost Analysis, the EPA issued an Action Memorandum in July 2013 selecting our recommended remedy for the Removal Action. The Operable Unit 1 response action for the WWTP Landfill is complete and the final report was submitted to the EPA on October 11, 2016. The EPA approved the final report on November 28, 2016, and a Post-Removal Control Plan (the “Plan”) was submitted to the EPA on March 28, 2017. That Plan will monitor the effectiveness of the WWTP Landfill response action over a five-year period and our estimate of future liabilities includes these tasks.

It is probable that we will incur field investigation, engineering and oversight costs associated with a remedial investigation and feasibility study (“RI/FS”) with respect to the remainder of the Superfund site, which includes the other landfill on our property, as well as areas on and adjacent to our property and Rocky Creek (the “Remaining Site,” also known as “Operable Unit 2”). On September 25, 2015, AWI and other Potential Responsible Parties (“PRPs”) received a Special Notice Letter from the EPA under CERCLA inviting AWI and the PRPs to enter into the negotiation of an agreement to conduct an RI/FS of Operable Unit 2. We and the other PRPs entered into a settlement agreement with the EPA effective September 18, 2018, in response to the Special Notice Letter to conduct the RI/FS. The PRPs submitted a complete RI/FS work plan in the second quarter of 2019, which the EPA approved on September 11, 2019. Investigative work on this portion of the site commenced in December 2019 and we anticipate that the EPA will require significant investigative work for Operable Unit 2. We may ultimately incur costs in remediating any contamination discovered during the RI/FS. The current estimate of future liability at this site includes only our estimated share of the costs of the investigative work that, at this time, we anticipate the EPA will require the PRPs to perform. 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. However, we do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.

Elizabeth City, NC

This site is a former cabinet manufacturing facility that was operated by Triangle Pacific Corporation, now known as Armstrong Wood Products, Inc. (“Triangle Pacific” or “AWP”), from 1977 until 1996. The site was formerly owned by the U.S. Navy (“Navy”) and Westinghouse, now CBS Corporation (“CBS”). We assumed ownership of the site when we acquired the stock of Triangle Pacific in 1998. Prior to our acquisition, the North Carolina Department of Environment and Natural Resources listed the site as a hazardous waste site. In 1997, Triangle Pacific entered into a cost sharing agreement with Westinghouse whereby the parties agreed to share equally in costs associated with investigation and potential remediation. In 2000, Triangle Pacific and CBS entered into an Administrative Order on Consent to conduct an RI/FS with the EPA for the site. In 2007, we and CBS entered into an agreement with the Navy whereby the Navy agreed to pay one third of defined past and future investigative costs up to a certain amount, which has now been exhausted. The EPA approved the RI/FS work plan in August 2011. In January 2014, we submitted the draft Remedial Investigation and Risk Assessment reports and conducted supplemental investigative work based upon agency comments to those reports. In connection with the separation of AFI in 2016, we agreed to retain any legacy environmental liabilities associated with the AWP site. The EPA published an Interim Action Proposed Plan for the site in April 2018 seeking public comment through June 7, 2018. The EPA has evaluated comments, including ours, and has published its Interim Record Of Decision selecting an interim cleanup approach. On September 25, 2018, AWI and CBS received a Special Notice Letter from the EPA under CERCLA inviting AWI and CBS to enter into the negotiation of a settlement agreement to conduct or finance the response action at the site. During the third quarter of 2018, we increased our reserve for the cost of the interim cleanup, which we expect to be shared with CBS and the Navy. In response to the September 2018 Special Notice Letter, AWI and CBS submitted a good faith offer to EPA on May 28, 2019. The current estimate of future liability at this site includes only our estimated share of the costs of the interim remedial action that, at this time, we anticipate the EPA will require the PRPs to perform. We are unable to reasonably estimate our final share of the total costs associated with the final remediation 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. However, 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 $1.5 million and $1.6 million as of June 30, 2020 and December 31, 2019, respectively, were recorded for environmental liabilities that we consider probable and for which a reasonable estimate of the probable liability could be made. As of June 30, 2020, the total liabilities were reflected as other long-term liabilities. As of December 31, 2019, $0.1 million of

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

environmental liabilities were reflected within Accounts payable and accrued expenses. During the three and six months ended June 30, 2020, we did not record any additional reserves for environmental liabilities. During the three and six months ended June 30, 2019, we recorded $1.0 million of additional reserves for environmental liabilities. 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 liabilities above do not take into account any claims for recoveries from insurance or third parties. It is our policy to record insurance recoveries as assets in the Condensed Consolidated Balance Sheets when probable. For insurance recoveries that are reimbursements of prior environmental expenditures, the income statement impact is recorded within cost of goods sold and SG&A expenses, which are the same income statement categories within which environmental expenditures were historically recorded. We also incur costs to pursue environmental insurance recoveries, which are expensed as incurred. Insurance recoveries in excess of historical environmental spending are recorded on the balance sheet as a part of other long-term liabilities and released as future environmental spending occurs or the liability is settled.

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

On September 8, 2017, Roxul USA, Inc. (d/b/a Rockfon) (“Rockfon”) filed litigation against us in the United States District Court for the District of Delaware (the “Court”) alleging anticompetitive conduct seeking remedial measures and unspecified damages. Roxul USA, Inc. is a significant ceilings systems competitor with global headquarters in Europe and expanding operations in the Americas. On April 3, 2019, we entered into a confidential settlement agreement with Rockfon to fully resolve the litigation between us, and Rockfon filed a Stipulation of Dismissal with Prejudice (“Dismissal”) with the Court. Pursuant to the Dismissal, Rockfon formally dismissed all claims it had against AWI with prejudice. All claims in the litigation have been fully and finally dismissed and released with AWI making a payment to Rockfon for its costs, expenses and attorneys’ fees. Pursuant to the settlement, both parties acknowledged that (a) AWI denies all claims of wrongdoing and makes no admission of wrongdoing or of the truth of any of the claims or allegations contained in Rockfon’s complaint or otherwise alleged in the litigation; (b) all AWI exclusive distribution locations (i.e., any location where a reseller has agreed to sell only AWI ceiling system products) will remain exclusive to AWI under their respective distribution agreements, and (c) in all other non-exclusive or “open” distribution locations, resellers are free to purchase and resell ceiling systems products of any manufacturer at their discretion. During the first six months of 2019, we incurred $19.7 million of expenses in connection with the matter, primarily relating to legal and professional fees incurred by us in connection with the litigation, including expenses and attorney’s fees paid under the settlement agreement. As a result of the settlement and Dismissal, we do not expect to incur additional future costs or expenses relating to the matter.

We are involved in other various lawsuits, claims, investigations and other legal matters from time to time that arise in the ordinary course of business, including matters involving our products, intellectual property, relationships with suppliers, relationships with distributors, relationships with competitors, employees and other matters. From time to time, for example, we may be a party to litigation matters that involve product liability, tort liability and other claims under various allegations, including illness due to exposure to certain chemicals used in the workplace; or medical conditions arising from exposure to product ingredients or the presence of trace contaminants. Such allegations may involve multiple defendants and relate to legacy products that we and other defendants purportedly manufactured or sold. We believe that any current claims are without merit and intend to defend them vigorously. For these matters, we also may have rights of contribution or reimbursement from other parties or coverage under applicable insurance policies. When applicable and appropriate, we will pursue coverage and recoveries under those policies, but are unable to predict the outcome of those demands. While complete assurance cannot be given to the outcome of these proceedings, 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.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(dollar amounts in millions, except share data)

NOTE 22. EARNINGS PER SHARE

The following table is a reconciliation of earnings (loss) to earnings (loss) attributable to common shares used in our basic and diluted (Loss) Earnings Per Share (“EPS”) calculations for the three and six months ended June 30, 2020 and 2019. EPS components may not add due to rounding.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Earnings (loss) from continuing operations	$	49.5		$	63.7		$	(173.1	)	$	100.1
(Earnings) allocated to participating vested share awards		(0.1	)		(0.1	)		-			(0.2	)
Earnings (loss) from continuing operations attributable to common shares	$	49.4		$	63.6		$	(173.1	)	$	99.9

The following table is a reconciliation of basic shares outstanding to diluted shares outstanding for the three and six months ended June 30, 2020 and 2019 (shares in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Basic shares outstanding		47.8		49.0		47.9		48.8
Dilutive effect of common stock equivalents		0.2		0.8		-		0.8
Diluted shares outstanding		48.0		49.8		47.9		49.6

Due to the net loss for the six months ended June 30, 2020, all common stock equivalents were considered anti-dilutive. Anti-dilutive stock awards excluded from the computation of diluted EPS for the three and six months ended June 30, 2020 were 25,588 and 441,722, respectively. Anti-dilutive stock awards excluded from the computation of diluted EPS for the three and six months ended June 30, 2019 were 19 and 15,195, respectively.

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

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

This discussion should be read in conjunction with the financial statements, the accompanying notes, the cautionary note regarding forward-looking statements and risk factors included in this report, our Annual Report on Form 10-K for the year ended December 31, 2019 and our Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2019.

OVERVIEW

We are a leading producer of ceiling systems for use in the construction and renovation of commercial and residential buildings. We design, manufacture and sell ceiling and wall systems (primarily mineral fiber, fiberglass wool, metal, wood, wood fiber, glass-reinforced-gypsum and felt) throughout the Americas.

The impact of the COVID-19 outbreak on our future consolidated results of operations is uncertain. We experienced a significant decrease in customer demand across all our markets during the second quarter of 2020 due to COVID-19. Specifically, we noted delays in construction driven by temporary closures of non-life sustaining businesses, with the most significant impacts in major metropolitan areas impacted by COVID-19. We currently expect lower net sales for the remainder of 2020 compared to 2019, with less of a comparative decline in the third and fourth quarters of 2020 than experienced in the second quarter of 2020. In response to COVID-19, we have reduced capital expenditures and discretionary spending including compensation, travel and marketing reductions. In addition, we deferred our U.S. federal income tax payments through June 30, 2020. We expect these actions to positively impact operating income and cash flows in the second half of 2020 compared to the second half of 2019.

As of June 30, 2020, all of our manufacturing facilities were operational, excluding a location which was idled prior to the COVID-19 outbreak. In an effort to operate safely and responsibly, we continue to follow guidelines from governmental and local health authorities across our facilities and have implemented preventative measures that include working remotely, providing personal protective equipment, limiting group meetings, restricting air travel, enhancing cleaning and sanitizing procedures, and social distancing.

During March 2020, we borrowed an additional $100.0 million from our revolving credit facility and $30.0 million from our accounts receivable securitization facility, and temporarily suspended our share repurchase program. During the second quarter of 2020, we repaid $65.0 million of the revolving credit facility borrowings. We did not record any asset impairments, inventory charges or bad debt reserves related to COVID-19 during the second quarter and first six months of 2020 but future events may require such charges. We will continue to evaluate the nature and extent of the COVID-19 outbreak’s impact on our financial condition, results of operations and cash flows.

Acquisitions

Discontinued Operations

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

working capital and other adjustments, as provided in the Purchase Agreement. We are currently in negotiations with Knauf related to the valuation of certain liabilities included in the Sale totaling $11 million, which we expect to be finalized in 2020. We have not accrued a liability for this matter as of June 30, 2020.

In 2019, we entered into a Transition Services Agreement with Knauf for its benefit and the benefit of the buyer of the divestment business, pursuant to which we are providing certain transition technology, finance and information technology support services through September 30, 2020. In connection with the closing of the Sale, we also entered into (i) a royalty-free intellectual property License Agreement with Knauf under which they license patents, trademarks and know-how from us for use in licensed territories in which the business was conducted prior to the Sale, and (ii) a Supply Agreement with Knauf under which the parties may continue to purchase certain products from each other following the closing of the Sale. WAVE also entered into similar agreements with Knauf for such purposes. The term of the granted licenses, with respect to each intellectual property right, extend until the expiration or abandonment of each such intellectual property right.

See Notes 4 and 5 to the Condensed Consolidated Financial Statements for additional information related to our acquisitions and discontinued operations.

Manufacturing Plants

As of June 30, 2020, we had 13 manufacturing plants in two countries, with 11 plants located within the U.S., which included our St. Helens, Oregon mineral fiber manufacturing facility, which closed in the second quarter of 2018. We have two plants in Canada. During the second quarter of 2020, we sold our idled plant in China, which had been classified as an asset held for sale.

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

Reportable Segments

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

Mineral Fiber – produces suspended mineral fiber and soft fiber ceiling systems for use in commercial and residential settings. Products offer various performance attributes such as acoustical control, rated fire protection and aesthetic appeal. Commercial ceiling products are sold to resale distributors and to ceiling systems contractors. Residential ceiling products are sold primarily to 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. To a lesser extent, however, in some geographies and for some customers, WAVE sells its suspension systems products to AWI for resale to customers. Mineral Fiber segment results reflect those sales transactions. The Mineral Fiber segment also includes all assets and liabilities not specifically allocated to our Architectural Specialties or Unallocated Corporate segment, including all property and related depreciation associated with our Lancaster, PA headquarters. Operating results for the Mineral Fiber segment include a significant majority of allocated Corporate administrative expenses that represent a reasonable allocation of general services to support its operations.

Architectural Specialties – produces and sources ceilings and walls for use in commercial settings. Products are available in numerous materials, such as metal and wood, in addition to various colors, shapes and designs. Products offer various performance attributes such as acoustical control, rated fire protection and aesthetic appeal. We sell standard and customized products, with the majority of Architectural Specialties revenues derived from sourced products. Architectural Specialties products are sold primarily to resale distributors and ceiling systems contractors. The majority of revenues are project driven, which can lead to more volatile sales patterns due to project scheduling uncertainty. 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.

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

Unallocated Corporate - includes assets, liabilities, income and expenses that have not been allocated to our other business segments and consist of: cash and cash equivalents, 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 credit facility and income tax balances. Our Unallocated Corporate segment also includes all assets, liabilities, income and expenses formerly reported in our EMEA and Pacific Rim segments that were not included in the Sale.

Factors Affecting Revenues

For information on our 2020 net sales by segment, see Notes 2 and 3 to the Condensed Consolidated Financial Statements included in this Form 10-Q.

Markets. We compete in the commercial and residential construction markets. We closely monitor publicly available macroeconomic trends that provide insight into commercial and residential market activity, including GDP, office vacancy rates, the Architecture Billings Index, new commercial construction starts, state and local government spending, corporate profits and retail sales.

We noted several factors and trends within our markets that directly affected our business performance during the second quarter of 2020 compared to the second quarter of 2019, most importantly the aforementioned decrease in demand across all our markets as a result of COVID-19. For the three and six months ended June 30, 2020, we experienced significant reductions in volumes of $68 million and $60 million in comparison to the same periods in 2019. Revenues for our Architectural Specialties segment were also impacted by our 2019 acquisitions of ACGI and MRK (collectively, the “2019 Acquisitions”). The following table presents the impact of the 2019 Acquisitions on our Architectural Specialties segment’s net sales (dollar amounts in millions):

	2020		2019
Three Months Ended June 30,	$	5.9	$	6.3
Six Months Ended June 30,	$	14.2	$	7.8

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. In certain cases, realized price increases are less than the announced price increases because of project pricing, competitive reactions 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 impacting our revenues. We estimate that unfavorable AUV decreased our Mineral Fiber and total consolidated net sales for three and six months ended June 30, 2020 by approximately $1 million and $2 million, respectively, compared to the same periods in 2019. Our Architectural Specialties segment generates revenues that are generally earned based on individual contracts that include a mix of products, both manufactured by us and sourced from third parties that vary by project. As such, we do not track AUV performance for this segment, but rather attribute all changes in sales to volume.

Seasonality. Historically, our sales tend to be stronger in the second and the third quarters of our fiscal year due to more favorable weather conditions, customer business cycles and the timing of renovation and new construction. In comparison to the prior year, sales were weaker in the second quarter of 2020. We expect sales to continue to be weaker in the second half of 2020 as compared to the prior year due to reduced demand related to COVID-19.

Factors Affecting Operating Costs

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

Our largest raw material expenditures are for fiberglass, perlite, starch, waste paper, wood, wood fiber, aluminum, steel, pigments and clays. We manufacture most of the production needs for mineral wool at one of our manufacturing facilities. Natural gas and packaging materials are also significant input costs. Fluctuations in the prices of these inputs are generally beyond our control and have a direct impact on our financial results. For the three and six months ended June 30, 2020, lower costs for raw materials and energy positively impacted operating income by $1 million and $2 million, respectively, compared to the same periods in 2019.

Employees

As of June 30, 2020 and December 31, 2019, we had approximately 2,500 full-time and part-time employees.

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

RESULTS OF CONTINUING OPERATIONS

Please refer to Notes 2 and 5 to the Condensed Consolidated Financial Statements for a reconciliation of operating income to consolidated earnings from continuing operations before income taxes and additional financial information related to discontinued operations.

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

(dollar amounts in millions)

	2020		2019		Change is (Unfavorable)
Three Months Ended June 30,
Total consolidated net sales	$	203.2	$	272.0		(25.3	)%
Operating income	$	62.4	$	87.2		(28.4	)%

Six Months Ended June 30,
Total consolidated net sales	$	451.9	$	514.1		(12.1	)%
Operating income	$	138.4	$	141.9		(2.5	)%

Consolidated net sales for the second quarter of 2020 decreased 25.3% over the same period in 2019 due to lower volumes of $68 million and unfavorable AUV of $1 million. Mineral Fiber net sales decreased by $56 million and Architectural Specialties net sales decreased by $13 million. Consolidated net sales for the first six months of 2020 decreased 12.1% due to lower volumes of $60 million and unfavorable AUV of $2 million. Mineral Fiber net sales decreased by $55 million and Architectural Specialties net sales decreased by $7 million. As previously noted, decreases in volumes for both our Mineral Fiber and Architectural Specialties segments were a result of lower market demand due to COVID-19.

Cost of goods sold in the second quarter of 2020 was 66.6% of net sales, compared to 62.0% for the same period in 2019. Cost of goods sold in the first six months of 2020 was 64.8% compared to 62.1% for the same period in 2019. The increase in cost of goods sold as a percent of net sales for the second quarter and first six months of 2020 was primarily due to unfavorable AUV, partially offset by improved manufacturing productivity and cost reduction actions. The unfavorable AUV was driven by mix, primarily due to regional weakness in major metropolitan areas impacted by COVID-19.

SG&A expenses in the second quarter of 2020 were $33.0 million, or 16.2% of net sales, compared to $37.4 million, or 13.8% of net sales, for the same period in 2019. SG&A expenses in the first six months of 2020 were $67.8 million, or 15.0% of net sales, compared to $93.0 million, or 18.1% of net sales, for the same period in 2019. The decrease in SG&A expenses for the second quarter of 2020 as compared to the same period in 2019 was driven primarily by a $2 million increase in cost reimbursements, net of related expenses, earned under our Transition Services Agreement with Knauf and a $1 million reduction in incentive compensation expenses.

The decrease in SG&A expenses for the first six months of 2020 in comparison to the same period in 2019 was due to a $20 million decrease in legal and professional fees, driven by expenses and attorney’s fees incurred in the first quarter of 2019 under a settlement agreement with Roxul, USA, Inc. (“Rockfon”) and a $4 million increase in cost reimbursements, net of related expenses, earned under our Transition Services Agreement with Knauf and a $2 million reduction in incentive compensation expenses.

The gain on sale of fixed and intangible assets represents a $14 million gain on the sale of our idled mineral fiber plant in China, which was reported as a component of our Unallocated Corporate segment.

Equity earnings from our WAVE joint venture were $13.5 million in the second quarter of 2020, compared to $21.2 million in the second quarter of 2019. Equity earnings from our WAVE joint venture were $33.0 million in the first six months of 2020 compared to $40.1 million in the first six months of 2019. The decrease in WAVE earnings in both periods was primarily related to lower volumes, partially offset by lower steel costs and a decrease in SG&A expenses. Consistent with our results, demand for WAVE’s products were significantly impacted by COVID-19 throughout the second quarter of 2020. See Note 9 to the Condensed Consolidated Financial Statements for further information.

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

Interest expense was $5.9 million in the second quarter of 2020, compared to $9.5 million in the second quarter of 2019. Interest expense was $12.6 million in the first six months of 2020 compared to $19.9 million in the first six months of 2019. The decrease in both periods was primarily due to lower average borrowings outstanding and lower interest rates, which were a result of the refinancing of our credit facility on September 30, 2019.

Other non-operating income, net, was $4.4 in the second quarter of 2020 compared to $5.4 million in the second quarter of 2019. The decrease primarily related to a decline in interest income. Other non-operating expense, net, was $365.0 million in the first six months of 2020, compared to $10.9 million of income, net, in the first six months of 2019. The increase in expense was primarily related to the $374.4 million settlement loss associated with our RIP. See Note 16 to the Condensed Consolidated Financial Statements for further information.

Income tax expense was $11.4 million in the second quarter of 2020 compared to $19.4 million in the second quarter of 2019. The effective tax rate for the second quarter of 2020 was 18.7% as compared to 23.3% for the same period of 2019. The effective tax rate was lower primarily due to the favorable tax impact of the gain on sale of our idled mineral fiber plant in China in the second quarter of 2020.

Income tax benefit was $66.1 million in the first six months of 2020 compared to $32.8 of income tax expense in the first six months of 2019. Excluding the impact of the pension settlement that occurred in the first quarter of 2020, income tax expense was $29.7 million in the first six months of 2020. The effective tax rate was 27.6% in the first six months of 2020 compared to 24.6% in the same period of 2019. The effective tax rate for the first six months of 2020 was higher than the effective tax rate for the same period in 2019 primarily due to the tax effects of the pension settlement and the gain on sale of our idled mineral fiber plant in China in the second quarter of 2020.

Total Other Comprehensive Loss (“OCL”) was $2.6 million in the second quarter of 2020 compared to $4.5 million in the second quarter of 2019. Total Other Comprehensive Income (“OCI”) was $271.8 million in the first six months of 2020 compared to OCL of $1.5 million in the first six months of 2019. The change in OCL in the second quarter of 2020 compared to the same period in 2019 was primarily driven by derivative gains/losses. Derivative gain/loss represents the mark-to-market value adjustments of our derivative assets and liabilities and the recognition of gains and losses previously deferred in OCI. The change in OCI in the first six months of 2020 was primarily driven by pension and postretirement adjustments, primarily a $374.4 million settlement loss related to our RIP. Pension and postretirement adjustments represent the amortization of actuarial gains and losses related to our defined benefit pension and postretirement plans. Also impacting the change in OCI in both periods was foreign currency translation adjustments. Foreign currency translation adjustments represent the change in the U.S. dollar value of assets and liabilities denominated in foreign currencies. Amounts in the second quarter and first six months of 2020 were driven primarily by changes in the Canadian dollar. Amounts in the second quarter of 2019 were primarily driven by changes in the exchange rates of the British pound and the Russian ruble. Amounts in the first six months of 2019 were driven primarily by changes in the Russian ruble and the Canadian dollar.

REPORTABLE SEGMENT RESULTS

Mineral Fiber

(dollar amounts in millions)

	2020		2019		Change is (Unfavorable)
Three Months Ended June 30,
Total segment net sales	$	157.9	$	214.1		(26.2	)%
Operating income	$	45.6	$	79.4		(42.6	)%

Six Months Ended June 30,
Total segment net sales	$	355.6	$	410.8		(13.4	)%
Operating income	$	115.6	$	127.0		(9.0	)%

Net sales decreased in the second quarter of 2020 due to lower volumes of $55 million and unfavorable AUV of $1 million. The decrease in net sales in the first six months of 2020 was due to lower volumes of $53 million and unfavorable AUV of $2 million. The decreases in volumes were driven by a significant decrease in demand due to the COVID-19 pandemic, which impacted all of our markets. The unfavorable AUV was driven by mix, primarily due to regional weakness in major metropolitan areas impacted by COVID-19.

Operating income decreased in the second quarter of 2020 primarily due to a $35 million negative impact due to lower volumes, an $8 million reduction in WAVE equity earnings and a $5 million negative impact from lower AUV. Partially offsetting these decreases to operating income was a $10 million reduction in manufacturing costs, a $2 million increase in cost reimbursements, net of related

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

expenses, earned under our Transition Services Agreement with Knauf, and a $1 million reduction in incentive compensation expenses.

Operating income decreased in the first six months of 2020 primarily due to a $35 million negative impact due to lower volumes, a $10 million negative impact from lower AUV and a $7 million reduction in WAVE equity earnings. Partially offsetting these decreases to operating income was a $20 million decrease in legal and professional fees incurred in the first quarter of 2019 under a settlement agreement Rockfon, a $14 million reduction in manufacturing costs, a $4 million increase in cost reimbursements, net of related expenses, earned under our Transition Services Agreement with Knauf, and a $3 million reduction in incentive compensation expenses.

Architectural Specialties

(dollar amounts in millions)

	2020		2019		Change is (Unfavorable)
Three Months Ended June 30,
Total segment net sales	$	45.3	$	57.9		(21.8	)%
Operating income	$	4.3	$	9.5		(54.7	)%

Six Months Ended June 30,
Total segment net sales	$	96.3	$	103.3		(6.8	)%
Operating income	$	11.8	$	18.7		(36.9	)%

Net sales in the second quarter and first half of 2020 decreased $13 million and $7 million, respectively, due to a reduction in demand across almost all product categories and geographies as a result of the COVID-19 pandemic. Net sales for the first half of 2020 increased $6 million due to the impact of the 2019 Acquisitions.

Operating income in the second quarter and first six months of 2020 decreased due to the negative impact of lower sales volumes. Also contributing to the decrease in operating income was additional amortization expense related to the 2019 Acquisitions.

Unallocated Corporate

Unallocated corporate operating income was $13 million in the second quarter of 2020 compared to $2 million of expense in the same period of 2019. Unallocated corporate income was $11 million in the first six months of 2020 compared to $4 million of expense in the first six months of 2019. The increase in both periods was driven primarily by a $14 million gain on the sale of our idled mineral fiber plant in China. See Note 2 to the Condensed Consolidated Financial Statements for further information.

FINANCIAL CONDITION AND LIQUIDITY

Cash Flow

The discussion that follows includes cash flows related to discontinued operations for the comparable 2019 period.

Operating activities in the first six months of 2020 provided $78.7 million of cash, compared to $47.0 million in the first six months of 2019. The increase was primarily due to lower working capital changes and lower U.S. federal income tax payments.

Net cash provided by investing activities was $10.3 million in the first six months of 2020, compared to $31.6 million used in the first six months of 2019. The increase in investing cash flows was a result of the acquisition of ACGI in the first six months of 2019 with no similar activity in 2020 and lower purchases of property, plant and equipment, partially offset by a reduction of investing cash flows due to the remittance of Knauf proceeds to WAVE in the second quarter of 2020.

Net cash used for financing activities was $16.7 million in the first six months of 2020, compared to $102.6 million in the first six months of 2019. The favorable change of cash was primarily due to increased borrowings and lower repurchases of outstanding common stock, partially offset by increased payments of debt.

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 $1,000.0 million variable rate senior credit facility, which is comprised of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and

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

a $500.0 million Term Loan A. The $1,000.0 million senior credit facility is secured by the capital stock of material U.S. subsidiaries and a pledge of 65% of the stock of our material first-tier foreign subsidiary in Canada. The unpaid balances of the revolving credit facility and Term Loan A may be prepaid without penalty at the maturity of their respective interest reset periods. Any principal amounts paid on the Term Loan A may not be re-borrowed. As of June 30, 2020, total borrowings outstanding under our senior credit facility were $130.0 million under the revolving credit facility and $500.0 million under Term Loan A.

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. As of June 30, 2020, we were in compliance with all covenants of the senior credit facility and currently do not expect any covenant violations due to the impacts of COVID-19.

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

Trade Date	Notional Amount		Coverage Period	Risk Coverage
November 13, 2016	$	200.0	November 2016 to March 2021	USD-LIBOR
November 28, 2018	$	200.0	November 2018 to November 2023	USD-LIBOR
November 28, 2018	$	100.0	March 2021 to March 2025	USD-LIBOR
March 6, 2020	$	50.0	March 2020 to March 2022	USD-LIBOR
March 10, 2020	$	50.0	March 2021 to March 2024	USD-LIBOR
March 11, 2020	$	50.0	March 2021 to March 2024	USD-LIBOR

Under the terms of the November 2016 swap maturing in 2021, we receive 3-month LIBOR and pay a fixed rate over the hedged period, in addition to a basis rate swap to convert the floating rate risk under our November 2016 swap from 3-month LIBOR to 1-month LIBOR. As a result, we receive 1-month LIBOR and pay a fixed rate over the hedged period.

Under the terms of the November 2018 swap maturing in 2023, we pay a fixed rate over the hedged amount and receive a 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the forward starting November 2018 swap maturing in 2025, we will pay a fixed rate monthly and receive 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the March 2020 swap maturing in 2022, we pay a fixed rate over the hedged amount and receive 1-month LIBOR. This is inclusive of a 0% floor.

Under the terms of the forward starting March 2020 swaps maturing in 2024, we will pay a fixed rate monthly and receive 1-month LIBOR. These are inclusive of a 0% floor.

These swaps are designated as cash flow hedges against changes in LIBOR for a portion of our variable rate debt.

As of June 30, 2020, we had $117.1 million of cash and cash equivalents, $104.2 million in the U.S and $12.9 million in various foreign jurisdictions, primarily Canada.

In March 2020, we amended and decreased our $36.2 million Accounts Receivable Securitization Facility with the Bank of Nova Scotia (the “funding entity”) to $30.0 million and we extended the maturity to September 2020. Under this facility, we sell accounts receivables to Armstrong Receivables Company, LLC (“ARC”), a Delaware entity that is consolidated in these financial statements. ARC is a 100% wholly owned single member LLC special purpose entity created specifically for this transaction; therefore, any receivables sold to ARC are not available to the general creditors of AWI. ARC can use this facility to borrow cash or issue letters of credit. When ARC borrows cash under the facility, ARC sells an undivided percentage ownership interest in the purchased accounts receivables to the funding entity. We have the unilateral right to repurchase the funding entity’s purchased interest in the accounts receivables and, as a result, borrowings under this facility are reported as debt in the Condensed Consolidated Balance Sheets. Any borrowings under this facility are obligations of ARC and not AWI. ARC contracts with and pays a servicing fee to AWI to manage, collect and service the purchased accounts receivables. All new receivables under the program are continuously purchased by ARC with the proceeds from collections of receivables previously purchased. As of June 30, 2020, total borrowings outstanding under this facility were $30.0 million, which were classified as Short-term debt in the Condensed Consolidated Balance Sheets, and no letters of

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

credit were issued under this facility. There were no borrowings outstanding under this facility as of December 31, 2019. As of June 30, 2020 we had a $25.0 million letter of credit facility, also known as our bi-lateral facility.

	June 30, 2020
Financing Arrangements	Limit		Used		Available
Bi-lateral facility		25.0		10.9		14.1
Revolving credit facility		150.0		-		150.0
Total	$	175.0	$	10.9	$	164.1

As of June 30, 2020, we had $117.1 million of cash and cash equivalents and $370.0 million available under our revolving credit facility. We believe cash on hand and cash generated from operations, together with borrowing capacity under our credit facilities, will be adequate to address our near-term liquidity needs. The impacts of COVID-19 could create volatility in financial markets which may impact the terms under which we access capital. We continue to evaluate reductions in discretionary spending, capital expenditures and other costs.

CONTRACTUAL OBLIGATIONS

Information related to our contractual obligations at December 31, 2019 can be found in our 2019 Annual Report on Form 10-K, Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. Our short-term and long-term debt obligations as of June 30, 2020 increased by $45.5 million, primarily due to additional borrowings under our revolving credit facility, net of repayments, of $15.0 million and additional borrowings under our accounts receivable securitization facility of $30.0 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2019 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures. The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on the evaluation of the effectiveness of our disclosure controls and procedures by our management, with the participation of our principal executive officer and our chief financial officer, as of June 30, 2020, our principal executive officer and our chief financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b)

Changes in Internal Control Over Financial Reporting. There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 21 to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the risk factor below and the information under the heading “Risk Factors” in our 2019 Annual Report on Form 10-K.

Public health epidemics or pandemics, such as the recent COVID-19 outbreak, could have a material adverse effect on our financial condition, liquidity or results of operations.

The recent COVID-19 outbreak has created significant volatility, uncertainty and economic disruption. The extent to which COVID-19, or other public health epidemics, impacts our employees, operations, customers, suppliers and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; government actions taken in response to the pandemic; the impact on construction activity; the effect on our customers demand for our ceiling and wall systems; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. For example, while many of our products support life sustaining activities and essential construction, we, and certain of our customers or suppliers, may be impacted by state actions, orders and policies regarding the recent COVID-19 pandemic, including temporary closures of non-life sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary by individual U.S. states and by individual countries in the Americas. Any of these events could have material adverse effect on our financial condition, liquidity or results of operations.

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

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Value of Shares that may yet be Purchased under the Plans or Programs
April 1 – 30, 2020		117,406	$	73.64		-	$	103,779,225
May 1 – 31, 2020		241	$	75.10		-	$	103,779,225
June 1 – 30, 2020		-	$	-		-	$	103,779,225
Total		117,647				-

(1)

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

Repurchases 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Armstrong World Industries, Inc. is incorporated by reference from the Current Report on Form 10-Q filed on May 1, 2017, wherein it appeared as Exhibit 3.1.

3.2		Amended and Restated Bylaws of Armstrong World Industries, Inc., are incorporated by reference from the Current Report on Form 8-K filed on April 17, 2020, wherein it appeared as Exhibit 3.1.

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

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema. †

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase. †

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase. †

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase. †

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase. †

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 has been formatted in Inline XBRL.

†	Filed herewith.

SIGNATURES

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

	Armstrong World Industries, Inc.

By:		/s/ Brian L. MacNeal
		Brian L. MacNeal, Senior Vice President and
		Chief Financial Officer (Principal Financial Officer)

By:		/s/ Stephen F. McNamara
		Stephen F. McNamara, Vice President and
		Controller (Principal Accounting Officer)

Date: July 28, 2020