ARMSTRONG WORLD INDUSTRIES INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Value of Shares that may yet be Purchased under the Plans or Programs July 1 – 31, 2021 186,929 $ 106.99 186,929 $ 543,779,472 August 1 – 31, 2021 157 $ 106.84 - $ 543,779,472 September 1 – 30, 2021 144 $ 100.72 - $ 543,779,472 Total 187,230 186,929 (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. Since July 29, 2016, our Board of Directors has approved our share repurchase program pursuant to which we are currently authorized to repurchase up to $1,200.0 million of our outstanding shares of common stock through December 31, 2023 (the “Program”). 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. During the three months ended September 30, 2021, we repurchased 0.2 million shares under the Program for a total cost of $20.0 million, excluding commissions, or an average price of $106.99 per share. During the nine months ended September 30, 2021, we repurchased 0.5 million shares under the Program for a total cost of $50.0 million, excluding commissions, or an average price of $98.61 per share. Since inception, through September 30, 2021, we have repurchased 10.2 million shares under the Program for a total cost of $656.2 million, excluding commissions, or an average price of $64.15 per share. ITEM 3. DEFAULTS U PON SENIOR SECURITIES None. ITEM 4. MINE S AFETY DISCLOSURES Not Applicable. ITEM 5. OTHER I NFORMATION None. 36 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. 10.1 Form of Indemnification Agreement for Officers and Directors of Armstrong World Industries, Inc. is incorporated by reference from the Report on Form 8-K filed on July 27, 2021, wherein it appeared as Exhibit 10.1. 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 September 30, 2021 has been formatted in Inline XBRL. † Filed herewith. 37 SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Armstrong World Industries, Inc. By: /s/ Brian L. MacNeal Brian L. MacNeal, Senior Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ James T. Burge James T. Burge, Vice President and Controller (Principal Accounting Officer) Date: October 26, 2021 38