**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

 

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

**For the fiscal year ended December 31, 2018**

**OR**

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

**For the transition period from                     to                    **

**Commission File Number 1-2116**

 

 

**ARMSTRONG WORLD INDUSTRIES, INC.**

**(Exact name of registrant as specified in its charter)**

 

 

 
**Pennsylvania** **23-0366390**
**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

 
**2500 Columbia Avenue, Lancaster, Pennsylvania** **17603****(Address of principal executive offices)** **(Zip Code)**
**Registrant’s telephone number, including area code (717)397-0611**

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

**Title of each class**

**Common Stock ($0.01 par value)**

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

 

 

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

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

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

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

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

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

 
Large accelerated filer ☒  Accelerated filer ☐Non-accelerated filer ☐  Smaller reporting company ☐Emerging growth company ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 theAct).    Yes  ☐    No  ☒ 

The aggregate market value of the Common Stock ofArmstrong World Industries, Inc. held by non-affiliates based on the closing price ($63.20 per share) on the New York Stock Exchange (trading symbol AWI) of June 30, 2018 was approximately$3.3 billion. As of February 19, 2019, the number of shares outstanding of the registrant’s Common Stock was 48,502,391. 
**

**Documents Incorporated by Reference**

Certain sections of Armstrong World Industries, Inc.’s definitive Proxy Statement for use in connection with its 2019 annual meeting of shareholders, tobe filed no later than April 30, 2019 (120 days after the last day of our 2018 fiscal year), are incorporated by reference into Part III of this Form 10-K Report where indicated. 

**Explanatory Note**

Armstrong WorldIndustries, Inc. (“the Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“the Original Form 10-K”) as filed on February 25, 2019. The purpose of this Form 10-K/A is to update the consent from our independent registered public accounting firm that was included within Exhibit No. 23.1 of the Original Form 10-K to(1) correct one of the registration statement numbers and (2) include a reference to the adoption of Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contracts with Customers and the related FASB Standardupdates. In addition, the purpose of this Form 10-K/A is to update the Worthington Armstrong Venture independent auditors’ consent included within Exhibit No. 23.2 of the Original Form 10-K to correct one of the registration statement numbers. 

Except as described above, no other changes have been madeto the Original Form 10-K, and this Form 10-K/A does not modify or update any financial results or disclosures made in the Original Form10-K, nor does it reflect events occurring after the date of the Original Form 10-K.

 

 

 

PART IV 

**ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 
 (a)
All other documents and schedules have been omitted as they were not applicable to this Amendment No. 1.

 
 3.
The following exhibits are filed as part of this 2018 Annual Report on Form10-K:

 

**Exhibit No.**
  
**Description**
23.1  Consent of Independent Registered Public Accounting Firm.†23.2  Consent of Independent Auditors.†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.
 
†
Filed herewith. 

 
1 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. 

 
 ARMSTRONG WORLD INDUSTRIES, INC. (Registrant)By: /s/ Victor D. Grizzle Director, President and Chief Executive OfficerDate: February 26, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below bythe following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

**Signature**
  
**Title**
 
**Date**

/s/ Victor D. Grizzle

Victor D. Grizzle
  
Director, President and Chief Executive Officer

(Principal Executive Officer)
 February 26, 2019
/s/ Brian L. MacNeal

Brian L. MacNeal
  
Senior Vice President and Chief Financial Officer

(Principal Financial Officer)
 February 26, 2019
/s/ Stephen F. McNamara

Stephen F. McNamara
  
Vice President and Controller

(Principal Accounting Officer)
 February 26, 2019
 
2