8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 17, 2006

AMERICAN STANDARD COMPANIES INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11415	13-3465896
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 980-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 7, 2006, the Board of Directors of American Standard Companies, Inc., a Delaware corporation (the “Company”), approved a form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into between the Company and each of the directors of the Company as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and each of the following employees of the Company: Brad M. Cerepak, Vice President and Controller; Lawrence B. Costello, Senior Vice President, Human Resources; G. Peter D’Aloia, Senior Vice President and Chief Financial Officer; James E. Dwyer, President, Global Bath and Kitchen; Jacques Esculier, President, Vehicle Control Systems; R. Bruce Fisher, Vice President, Strategic Planning and Investor Relations; Mary Elizabeth Gustafsson, Senior Vice President, General Counsel and Secretary; W. Craig Kissel, President, Commercial Systems, Air Conditioning Systems and Services; David S. Kuhl, Vice President and Treasurer; Shelly J. London, Vice President and Chief Communications Officer; David R. Pannier, President, Residential Systems, Air Conditioning Systems and Services; and Sally Genster Robling, Vice President and Chief Marketing Officer (collectively, the “Indemnitees”). The Company entered into an indemnification agreement with each of the Indemnitees effective July 17, 2006. The Indemnification Agreement provides the Indemnitees with indemnification to the fullest extent permitted by law and related rights as provided in the Indemnification Agreement. Attached to this Current Report on Form 8-K as Exhibit 10.1 is a copy of the form of Indemnification Agreement, which is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 19, 2006 the Company issued a press release reporting its results for the quarter ended June 30, 2006 and provided forward looking guidance for the Company’s third quarter and for the fiscal year ending December 31, 2006. The Company’s earnings release for the quarter ended June 30, 2006 is attached as Exhibit 99.1 and incorporated herein by reference. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included below under the caption “Information Concerning Forward-Looking Statements.”

The information in the earnings release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.

The earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally acceptable accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations on the Consolidated Statement of Operations, the Data Supplement Sheet and on the Reconciliations of Net Cash Provided (Used) by Operating Activities to Free Cash Flow of the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Item 2.05 Costs Associated with Exit or Disposal Activities

As part of an effort to remain cost competitive, optimize its manufacturing capabilities and continue to rebuild the profitability of the Bath and Kitchen business the Company announced on July 19, 2006, a consolidation of its ceramics manufacturing operations in the United Kingdom. The Company will discontinue the production of ceramics at its Hull location and relocate all of these products to more cost-effective locations. This action will result in charges amounting to approximately $15 million ($10.5 million after tax) in the second half of 2006, including approximately $9 million for job-elimination expenses related to about about 235 employees, and approximately $6 million of other exit related costs. The Company estimates that the foregoing charges will result in approximately $8 million of cash expenditures, the majority of which are expected to be paid in 2006. The Company expects the relocation of production and related job eliminations to be completed by the end of 2006. Once completed, the Company expects to realize annualized cost savings of approximately $10 million starting in 2007. The estimated amounts concerning the anticipated costs, accounting charges and annualized savings constitute forward-looking statements and are based upon management’s expectations and beliefs concerning future events affecting the company. The actual costs, accounting charges and savings resulting from these events may differ from what has been estimated. In this regard, see the information included below under the caption “Information Concerning Forward-Looking Statements.”

Item 7.01 Regulation FD Disclosure

On July 19, 2006, the Company issued a press release announcing its results for the quarter ended June 30, 2006 and provided forward-looking guidance for the Company’s third quarter and for the fiscal year ending December 31, 2006. The press release, which is attached as Exhibit 99.1, and the information included in Item 2.02 of this Form 8-K are incorporated herein by reference.

The information in the press release and this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01 Exhibits

The following exhibits are filed or furnished as part of this Report to the extent described in Item 1.01, Item 2.02 and Item 7.01.

10.1	Form of Indemnification Agreement.
99.1	Press Release dated July 19, 2006 pertaining to the financial results of the Company for the quarter ended June 30, 2006.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this report, and the exhibit attached hereto, including, without limitation statements as to management’s good faith expectations and belief are forward-looking statements. Forward looking statements can be identified by the use of words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “anticipate,” “intends” and other words of similar meaning. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Actual results may differ materially from these expectations as a result of many factors including (i) pricing changes to materials used to produce its products and the ability to offset those changes through price increases, (ii) changes in U.S. or international economic conditions, such as inflation and interest rate and exchange rate fluctuations, (iii) the actual level of construction activity and commercial vehicle production in the Company’s end-markets, (iv) periodic adjustments to litigation reserves, including asbestos liabilities and asbestos insurance recoveries, and (v) the amount and timing of operational consolidation expenses and gains or losses on asset sales and tax items. For information about additional factors which could cause actual results to differ materially from expectations and other risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in the “Management’s Discussion and Analysis” section of the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation to update such forward-looking statements.

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.

AMERICAN STANDARD COMPANIES INC.
By:	/s/ Brad M. Cerepak
Name:	Brad M. Cerepak
Title:	Vice President and Controller

DATE: July 19, 2006

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

Indemnification Agreement, dated as of July 17, 2006, between American Standard Companies Inc., a Delaware corporation (the “Company”), and                                               (“Indemnitee”).

WHEREAS, qualified persons are reluctant to serve corporations as directors, officers or otherwise unless they are provided with comprehensive indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and

WHEREAS, the Company has determined that attracting and retaining such persons is in the best interests of the Company’s stockholders and that it is reasonable, prudent and necessary for the Company to indemnify such persons to the fullest extent permitted by applicable law and to provide reasonable assurance regarding insurance;

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. Defined Terms; Construction.

(a) Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Change in Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries acting in such capacity, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the

surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or (v) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.

“Corporate Status” means being or having been a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company) of the Company or any of its subsidiaries, or of any predecessor thereof, or serving or having served at the request of the Company as a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, or of any predecessor thereof, including service with respect to an employee benefit plan.

“Determination” means a determination that either (x) indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or (y) indemnification of Indemnitee is not proper in the circumstances because Indemnitee did not meet a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.

“Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.

“Independent Legal Counsel” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance with the provisions of Section 5(e), who has not performed any services for the Company or any of its subsidiaries or for Indemnitee (other than in connection with a Determination or a determination regarding the rights of indemnitees under other indemnity agreements).

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“Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.

“Voting Securities” means any securities of the Company that vote generally in the election of directors.

(b) Construction. For purposes of this Agreement,

(i) References to the Company and any of its “subsidiaries” shall include any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise that before or after the date of this Agreement is party to a merger or consolidation with the Company or any such subsidiary or that is a successor to the Company as contemplated by Section 8(d) (whether or not such successor has executed and delivered the written agreement contemplated by Section 8(d)).

(ii) References to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan.

(iii) References to a “witness” in connection with a Proceeding shall include any interviewee or person called upon to produce documents in connection with such Proceeding.

2. Agreement to Serve.

Indemnitee agrees to serve as a director or officer of the Company or one or more of its subsidiaries and in such other capacities as Indemnitee may serve at the request of the Company from time to time, and by its execution of this Agreement the Company confirms its request that Indemnitee serve as a director or officer and in such other capacities. Indemnitee shall be entitled to resign or otherwise terminate such service with immediate effect at any time, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s rights under this Agreement. This Agreement shall not constitute an employment agreement, supersede any employment agreement to which Indemnitee is a party or create any right of Indemnitee to continued employment or appointment.

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3. Indemnification.

(a) General Indemnification. The Company shall indemnify Indemnitee, to the fullest extent permitted by applicable law in effect on the date hereof or as amended to increase the scope of permitted indemnification, against Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status.

(b) Additional Indemnification Regarding Expenses. Without limiting the foregoing, in the event any Proceeding is initiated by Indemnitee or the Company or any of its subsidiaries to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under the Company’s or any such subsidiary’s certificate of incorporation or bylaws, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law or any liability insurance policy, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, whether or not Indemnitee is successful in such Proceeding, except to the extent that the court presiding over such Proceeding determines that material assertions made by Indemnitee in such Proceeding were in bad faith or were frivolous.

(c) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement incurred by Indemnitee, but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for such portion.

(d) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s certificate of incorporation or bylaws, any agreement, any vote of stockholders or directors, the DGCL, any other applicable law or any liability insurance policy.

(e) Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated under the Agreement to indemnify Indemnitee:

(i) For Expenses incurred in connection with Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except (x) as contemplated by Section 3(b), (y) in specific cases if the board of directors of the Company has approved the initiation or bringing of such Proceeding, and (z) as may be required by law.

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(ii) For an accounting of profits arising from the purchase and sale by the Indemnitee of securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(f) Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute such documents and do such acts as the Company may reasonably request to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

4. Advancement of Expenses.

The Company shall pay all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f). Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest.

5. Indemnification Procedure.

(a) Notice of Proceeding; Cooperation. Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i) none of the Company and its subsidiaries are party to or aware of such Proceeding and (ii) the Company is materially prejudiced by such failure.

(b) Settlement. The Company will not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability on any matters that are

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the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.

(c) Request for Payment; Timing of Payment. To obtain indemnification payments or advances under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall make indemnification payments to Indemnitee no later than 30 days, and advances to Indemnitee no later than 10 days, after receipt of the written request of Indemnitee.

(d) Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows:

(i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company.

(ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee.

The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

(e) Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably

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withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

(f) Consequences of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding in accordance with Section 3(b) and to have such Expenses advanced by the Company in accordance with Section 4. If Indemnitee fails to challenge an Adverse Determination, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.

(g) Presumptions; Burden and Standard of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court:

(i) It shall be a presumption that a Determination is not required.

(ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct for indemnification and that indemnification of Indemnitee is proper in the circumstances.

(iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome by clear and convincing evidence to the contrary.

(iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct for indemnification or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

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(v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct for indemnification, and any Proceeding commenced by Indemnitee pursuant to Section 5(f) shall be de novo with respect to all determinations of fact and law.

6. Directors and Officers Liability Insurance.

(a) Maintenance of Insurance. So long as the Company or any of its subsidiaries maintains directors and officers liability insurance for any directors, officers, employees or agents of any such person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and its subsidiaries’ then current directors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee’s Corporate Status or (ii) neither the Company nor any of its subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee’s Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof.

(b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies.

7. Exculpation; Limitation of Liability.

If Indemnitee is, has been or in the future becomes a director of the Company or any of its subsidiaries, Indemnitee shall not be personally liable to the Company or any such subsidiary or to the stockholders of the Company or any such subsidiary for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the Company or such subsidiary or the stockholders

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thereof; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable law as so amended.

8. Miscellaneous.

(a) Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

(b) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third business day following the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following the date of mailing if sent by airmail from a country outside of North America, to Indemnitee as shown on the signature page of this Agreement, to the Company at the address shown on the signature page of this Agreement, or in either case as subsequently modified by written notice.

(c) Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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(d) Successors and Assigns. This Agreement shall be binding upon the Company and its respective successors and assigns, including without limitation any acquiror of all or substantially all of the Company’s assets or business and any survivor of any merger or consolidation to which the Company is party, and shall inure to the benefit of the Indemnitee and the Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators and assigns. The Company shall require and cause any such successor, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement as if it were named as the Company herein, and the Company shall not permit any such purchase of assets or business, acquisition of securities or merger or consolidation to occur until such written agreement has been executed and delivered. No such assumption and agreement shall relieve the Company of any of its obligations hereunder, and this Agreement shall not otherwise be assignable by the Company.

(e) Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

(f) Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation or bylaws, any agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AMERICAN STANDARD COMPANIES INC.
By:
Name:
Title:
Address:	One Centennial Avenue
	Piscataway, NJ 08855
	Attention: Secretary

AGREED TO AND ACCEPTED:

INDEMNITEE:

By:

Name:

Title:

Address:

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EX-99.1

Exhibit 99.1

Corporate Headquarters One Centennial Avenue P.O. Box 6820 Piscataway, NJ 08855-6820  

NEWS RELEASE

FOR IMMEDIATE RELEASE

AMERICAN STANDARD ANNOUNCES SECOND-QUARTER RESULTS,

REAFFIRMS FULL-YEAR GUIDANCE

• Delivers record second-quarter sales, up 8.6 percent, up 8.1 percent in local currencies

• Reports second-quarter net income per diluted share within guidance

• Achieves record air conditioning results

PISCATAWAY, N.J. – July 19, 2006 – American Standard Companies Inc. (NYSE: ASD) today announced second-quarter net income per diluted share of 93 cents in accordance with Generally Accepted Accounting Principles (GAAP). Net income per diluted share was 92 cents excluding the impact of operational consolidation expenses and benefits from tax items and an asset sale. The company had estimated net income per diluted share of 87-93 cents on a GAAP basis and 90-96 cents on an adjusted basis. Sales for the quarter were a record $2.991 billion, up 8.6 percent from the prior year and up 8.1 percent excluding the impact of foreign exchange.

“We had a good quarter with continued healthy sales growth, strong order backlog in our air conditioning business and progress on our Bath and Kitchen improvement initiatives,” said Fred Poses, chairman and CEO.

GAAP net income for the quarter was $191.7 million, down 7.8 percent from $207.9 million in second quarter 2005. Adjusted net income was up 1.2 percent, including stock option expensing and excluding operational consolidation expenses and benefits from tax items and an asset sale. GAAP net income per diluted share was the same as last year after reducing second-quarter 2005 net income by 2 cents for stock option expensing. Net income per diluted share was up 5.7 percent, when adjusted to include stock option expensing and exclude operational consolidation expenses and benefits from tax items and an asset sale.

“Air Conditioning Systems and Services, our largest business, achieved strong results with record sales, segment income, margins, commercial orders and backlog. Our momentum continues to build across the board,” said Poses. “Vehicle Control Systems continued to outperform its growing markets, but delivered lower earnings because of temporarily higher customer warranty concessions incurred in the quarter. Bath and Kitchen sales improvements are taking longer than we expected, but the business achieved higher sales and segment income compared with first quarter and is making operational progress. During the quarter, the company experienced higher commodity costs and continued to invest in new products and marketing for long-term growth.”

Second-quarter segment income was $342.3 million, up 6.8 percent compared with $320.6 million during second quarter last year. Segment income as a percentage of sales was 11.4 percent, down 0.2 percentage points. Excluding foreign exchange effects, operational consolidation expenses and an asset sale, adjusted segment income as a percentage of sales was 11.7 percent, down 0.7 percentage points. Net cash provided by operating activities was $164.8 million, and free cash flow was $123.1 million. On June 20, the company paid a dividend of 18 cents per share of common stock to shareowners of record on June 1. In addition, the company bought back 4.1 million shares of stock worth $177 million during the quarter.

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American Standard Companies Second Quarter - 2

THIRD-QUARTER, FULL-YEAR GUIDANCE

“For the rest of the year, we expect that the growing strength of the commercial part of our air conditioning business, higher truck builds and the improving performance of Bath and Kitchen, even though slower than planned, will enable us to offset the increasing commodity and energy costs affecting all our businesses,” said Poses.

“For the third quarter, we estimate sales growth of about 10 percent and net income per diluted share in the range of 72-77 cents on a GAAP basis and 80-85 cents, up 10-16 percent, including stock option expensing and excluding operational consolidation expenses and benefits from gains,” he said.

In the third quarter 2005, GAAP net income per diluted share was 74 cents. The company started expensing stock options in first quarter this year. Stock option expensing would have reduced third-quarter 2005 GAAP net income per diluted share by 2 cents to 72 cents. On this basis, the estimated third-quarter 2006 GAAP net income per diluted share ranges from flat with the prior year to an increase of 7 percent. Third-quarter 2005 net income per diluted share was 73 cents when adjusted to include stock option expenses and exclude third-quarter operational consolidation expenses and benefits from gains.

“For the year, we expect sales growth in the range of 8-10 percent. We’re reaffirming our full-year net income per diluted share guidance of $2.70-$2.80,” said Poses. This full-year earnings estimate represents a 9-13 percent increase over 2005 on a GAAP basis, including 2005 stock option expensing, and assumes that gains and tax items will offset operational consolidation expenses.

“We are consistently delivering strong earnings and cash flow and returning cash to shareowners through share repurchases and our quarterly dividend, which we raised 20 percent earlier this year. For the year, we’re on track to achieve our 2006 cash flow targets of $835-$860 million in net cash provided by operating activities and $575-$600 million in free cash flow,” said Poses.

SECOND-QUARTER BUSINESS HIGHLIGHTS

AIR CONDITIONING SYSTEMS AND SERVICES sales were $1.859 billion, up 14.2 percent over the strong second quarter in 2005 (up 13.7 percent excluding foreign exchange effects) because of commercial volume, the favorable mix of high-efficiency residential products and improved pricing. Segment income was $278.1 million, up 27 percent as pricing, mix, volume and materials savings more than offset the continuing impact of higher commodity costs, investments in new products and labor cost escalations. Adjusted segment income was up 22.6 percent including stock option expensing and excluding foreign exchange effects and operational consolidation expenses.

Launched in first quarter, the integrated consumer marketing campaign for Trane CleanEffects™ and American Standard AccuClean™, the company’s new whole-house residential air cleaning systems, continued throughout second quarter and generated significant positive consumer response. Tracer ES™, the next generation of enterprise server commercial controls aimed at multi-facility building owners, is receiving strong initial customer response after its first-quarter launch. During the quarter, the company made large sales in a broad cross-section of industries and saw particular strength in retail, education and healthcare markets. Contracts signed included ones for 1 Borneo (Kota Kinabalu, East Malaysia); Barnes-Jewish Hospital (St. Louis, Mo.); Chi Mei (Tainan County, Taiwan); Fujifilm (Tokyo, Japan); Fulton Homes (Phoenix, Ariz.); Graceville Correctional Facility (Graceville, Fla.); MW Johnson Construction (Ft. Myers, Fla., and Minneapolis, Minn.); Lowe’s (Mooresville, N.C.); Marriott International, Inc. (Washington, D.C.); MediCorp Health System (Fredericksburg, Va.); MGM Grand Macau (Macau, China); Palace Resorts (Mexico and Dominican Republic); Peppermill Hotel Casino (Reno, Nev.); Ritz-Carlton (Dublin, Ireland); Spring Cove School District (Roaring Spring, Pa.); Tanglewood Mall (Roanoke, Va.); Trump Tower (Tampa, Fla.); and Victor Central School District (Victor, N.Y.)

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American Standard Companies Second Quarter - 3

BATH AND KITCHEN sales were $621.0 million, down 4.3 percent (down 4.8 percent excluding foreign exchange effects) from the prior year because of sales declines in the Americas. Segment income was $4.7 million, down from $35.6 million in second quarter 2005. The decline in segment income was caused by lower sales and production volumes as well as higher commodity costs. The impact of these items exceeded benefits from improved pricing, material savings and previous operational consolidations. Adjusted segment income was $12.5 million excluding foreign exchange effects, operational consolidation expenses and an asset sale.

In the U.S., the company continued to see good early customer demand as it completed rollout of the new Lifetime™ whirlpool tubs and continued the introduction of the Cadet 3™ toilet and faucets with the EverClean™ finish and Speed Connect™ drain. In the United Kingdom, about 1,200 distributors and retailers attended a launch event for several new products, and Bath and Kitchen participated in events for architects and designers in Bucharest and Moscow. Ideal Standard’s “m-tech” thermostat technology was honored as “Product of the Year 2006” by EDT, a European association of wholesalers. In China, Bath and Kitchen won contracts for a variety of new construction projects associated with the 2008 Olympics in Beijing, including several sports stadiums, the Qingdao yacht center, the Qinhuangdao football training center and Marco Polo Hotel. Bath and Kitchen also opened a new Bathaus in Guangzhou, China, its fifth flagship showroom in Asia. New commercial sales included ones for Ergife Palace Hotel (Rome, Italy); Kolter Communities (West Palm Beach, Fla.); Trump Marina Hotel and Casino (Atlantic City, N.J.); and WCI Communities (Bonita Springs, Fla.).

“As part of our initiatives to rebuild Bath and Kitchen’s profitability, we have announced plans to consolidate our ceramics manufacturing operations in the United Kingdom,” said Poses. “These plans will result in the elimination of about 235 jobs at our Hull plant and relocation of the ceramics production to more cost-effective locations. This action will cost about $15 million ($10.5 million after taxes) and generate annual savings of about $10 million, starting next year. We very carefully consider any plans that affect people’s jobs and believe these and any possible future actions are essential to improve Bath and Kitchen’s profitability and continue to build its global competitiveness.”

VEHICLE CONTROL SYSTEMS second-quarter sales were $511.2 million, up 6.9 percent (up 6.6 percent excluding foreign exchange effects) from the prior year’s robust sales. Higher truck builds, more content per vehicle and after-market growth drove the sales increase. Segment income was $59.5 million, down 10 percent from the strong second quarter in 2005. The impact of higher customer warranty concessions, typical price reductions, lower mix, escalating commodity costs and unfavorable foreign exchange offset the favorable effects of higher volume, material savings and productivity increases. Adjusted segment income was down 12.5 percent including stock option expensing and excluding foreign exchange effects and operational consolidation expenses.

“Segment income would have been up slightly without the impact of customer warranty concessions, which were temporarily higher in the quarter,” said Poses.

During the quarter, Vehicle Control Systems won a number of new contracts for its WABCO products. MAN, a leading commercial vehicle manufacturer, will offer heavy truck customers improved vehicle performance and operating costs by installing WABCO’s advanced lightweight air disc brakes on all heavy truck models starting in 2008. Audi is including WABCO’s air suspension compressor as an option on its new Q7 sport utility vehicle and, starting later this year, as a standard feature on its all-road A6 passenger car model. DaimlerChrysler will extend its use of WABCO compressors into new medium-duty truck platforms currently in development. Three leading Chinese bus manufacturers have selected WABCO products for new model coaches this year: King-Long will add the WABCO anti-lock braking system (ABS) to its Suzhou model; Yutong will begin using WABCO clutch servo and master-cylinders; NEOPLAN, a subsidiary of MAN, will begin using WABCO electronically controlled air suspension (ECAS), anti-lock braking system/anti-spin regulator (ABS/ASR) and conventional braking systems. In partnership with the Chinese government’s Automotive Technology and Research Center (CATARC), WABCO co-sponsored the first national commercial vehicle technology conference on the safety benefits of ABS. The Beijing event supported increased awareness of and compliance with governmental ABS mandates for heavy trucks, trailers and buses.

#     #     #

American Standard Companies Second Quarter - 4

PLEASE NOTE: American Standard Chairman and CEO Frederic Poses and CFO Peter D’Aloia will discuss the company’s performance and provide guidance on a two-way conference call for financial analysts at 9:30 a.m. EDT today. Related financial charts, reconciliations between GAAP and non-GAAP financial measures, and certain other information to be discussed on the conference call are available in the accompanying financial tables and under the heading, “American Standard’s Second-quarter Results” on the company’s Web site, www.americanstandard.com. Reporters and the public are invited to listen to the call, which will be broadcast on the Web site and archived for six months. If you’re unable to connect to the company’s Web site, you may listen via telephone. The dial-in number is (913) 981-5533. Please call five to 10 minutes before the scheduled start time. The number of telephone connections is limited. A replay of the call will be available from 12:30 p.m. EDT on Wednesday, July 19, until 11:59 p.m. EDT on Wednesday, July 26. The replay dial-in number is (719) 457-0820. The passcode is 3091345.

Comments in this news release, particularly those related to earnings guidance, contain certain forward-looking statements, which are based on management’s good faith expectations and belief concerning future developments. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “anticipate,” “intends” and other words of similar meaning. Actual results may differ materially from these expectations as a result of many factors including (i) pricing changes to materials used to produce products and the ability to offset those changes through price increases; (ii) changes in U.S. or international economic conditions, such as inflation and interest rate and exchange rate fluctuations; (iii) the actual level of construction activity and commercial vehicle production in the company’s end-markets; (iv) periodic adjustments to litigation reserves, including asbestos liabilities and asbestos insurance recoveries; and (v) the amount and timing of operational consolidation expenses and gains or losses on asset sales and tax items. Additional factors that could cause actual results to differ materially from expectations are set forth in the company’s 2005 Annual Report on Form 10-K and in the “Management’s Discussion and Analysis” section of the company’s Quarterly Reports on Form 10-Q. American Standard does not undertake any obligation to update such forward-looking statements. To facilitate understanding of second-quarter results, several tables follow this news release. The second-quarter 2005 and 2006 results that exclude operational consolidation expenses, tax items, and foreign exchange translation are non-GAAP measures. 2005 includes stock option expensing on a pro forma basis. Total company segment income and free cash flow, other measures used by the company, are also non-GAAP. These measures should be considered in addition to, not as a substitute for, GAAP measures. Management uses free cash flow and segment income to measure the company’s operating performance and analyzes year-over-year changes in segment income with and without the effect of operational consolidation expenses and the impact of foreign exchange translation. Management believes that excluding these effects is helpful in assessing the overall performance of the business. In addition, the company uses segment income to make strategic and capital investment decisions, allocate resources and report business performance to the board of directors. Certain non-GAAP measures may be used, in part, to determine incentive compensation for current employees.

American Standard is a $10.3 billion global manufacturer with market-leading positions in three businesses: air conditioning systems and services, sold under the Trane^® and American Standard^® brands for commercial, institutional and residential buildings; bath and kitchen products, sold under brands such as American Standard^® and Ideal Standard^®; and vehicle control systems, including electronic braking and air suspension systems, sold under the WABCO^® name to the world’s leading manufacturers of heavy-duty trucks, buses, SUVs and luxury cars. The company employs approximately 61,000 people and has manufacturing operations in 28 countries. American Standard is included in the S&P 500.

For more information, reporters may contact:

Skip Colcord, (732) 980-3065, hcolcord@americanstandard.com, or Shelly London, (732) 980-6175, slondon@americanstandard.com

For more information, investors and financial analysts may contact: Bruce Fisher, (732) 980-6095, bfisher@americanstandard.com or Todd Gleason, (732) 980-6399, tgleason@americanstandard.com

Additional information is available at http://www.americanstandard.com.

Copyright © 2006 American Standard Inc.

American Standard Companies Inc.

Consolidated Statement of Operations

(Unaudited)

In millions except per share data	Three Months Ended June 30,
	2006			2005
Sales
Air Conditioning Systems and Services	$	1,858.5		$	1,627.9
Bath & Kitchen		621.0			648.9
Vehicle Control Systems		511.2			478.3
Total	$	2,990.7		$	2,755.1
Segment income
Air Conditioning Systems and Services	$	278.1		$	218.9
Bath & Kitchen		4.7			35.6
Vehicle Control Systems		59.5			66.1
Total		342.3			320.6
Equity in net income of unconsolidated joint ventures		12.0			10.9
		354.3			331.5
Interest expense		31.4			30.6
Corporate and other expenses		58.5			49.9
Income before income taxes		264.4			251.0
Income taxes		72.7			43.1
Net income	$	191.7		$	207.9
Net income per common share:
Basic	$	0.95		$	0.98
Diluted	$	0.93		$	0.95
Average outstanding common shares:
Basic		202.4			212.0
Diluted		207.1			217.9
Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income per Diluted Common Share
	2006			2005
Net income	$	191.7		$	207.9
FAS 123 Stock Option Expense, net of tax					(5.0	)
Pro Forma net income, including stock option expense					202.9
Adjustments:
Operational consolidation expenses, net of tax		11.0			16.2
Gain on sale of assets, net of tax		(4.0	)		—
Tax items		(9.0	)		(31.6	)
Adjusted net income	$	189.7		$	187.5
Pro Forma net income, including stock option expense per diluted common share				$	0.93
Adjusted net income per diluted common share	$	0.92		$	0.87

Note: The presentation of total segment income and adjusted net income and adjusted net income per diluted common share is not in conformity with generally accepted accounting principles (GAAP). Management believes that presenting these measures is useful to shareholders because it enhances their understanding of how management assesses the performance of the Company’s businesses. Management also uses data adjusted in this manner for purposes of determining incentive compensation. These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

American Standard Companies Inc.

Consolidated Statement of Operations

(Unaudited)

In millions except per share data	Six Months Ended June 30,
	2006			2005
Sales
Air Conditioning Systems and Services	$	3,321.9		$	2,884.9
Bath & Kitchen		1,229.7			1,253.0
Vehicle Control Systems		991.1			957.4
Total	$	5,542.7		$	5,095.3
Segment income
Air Conditioning Systems and Services	$	408.9		$	306.5
Bath & Kitchen		4.2			80.4
Vehicle Control Systems		127.3			135.8
Total		540.4			522.7
Equity in net income of unconsolidated joint ventures		21.9			18.7
		562.3			541.4
Interest expense		61.9			60.2
Corporate and other expenses		115.1			103.1
Income before income taxes		385.3			378.1
Income taxes		109.5			45.3
Net income	$	275.8		$	332.8
Net income per common share:
Basic	$	1.35		$	1.56
Diluted	$	1.32		$	1.52
Average outstanding common shares:
Basic		203.7			213.0
Diluted		208.2			219.0
Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income per Diluted Common Share
	2006			2005
Net income	$	275.8		$	332.8
FAS 123 Stock Option Expense, net of tax					(10.2	)
Pro Forma net income, including stock option expense					322.6
Adjustments:
Operational consolidation expenses, net of tax		16.3			31.0
Gain on sale of assets, net of tax		(4.0	)		—
Tax items		(9.0	)		(67.9	)
Adjusted net income	$	279.1		$	285.7
Pro Forma net income, including stock option expense per diluted common share				$	1.48
Adjusted net income per diluted common share	$	1.34		$	1.31

Note: The presentation of total segment income and adjusted net income and adjusted net income per diluted common share is not in conformity with generally accepted accounting principles (GAAP). Management believes that presenting these measures is useful to shareholders because it enhances their understanding of how management assesses the performance of the Company’s businesses. Management also uses data adjusted in this manner for purposes of determining incentive compensation. These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

American Standard Companies Inc.

Data Supplement Sheet

(Unaudited)

This Data Supplement Sheet includes information excluding the effects of foreign exchange translation on operating results. Approximately half of the Company's business is outside the U.S., therefore changes in exchange rates can have a significant effect on results of operations when presented in U.S. Dollars. Year-over-year changes in sales and segment income, and in certain cases, segment income as a percentage of sales, for 2006 compared with 2005 are presented both with and without the effects of foreign exchange translation. Additionally, management analyzes year-over-year changes to its operating performance with and without operational consolidation expenses. Operational consolidation expenses have been noted below. Presenting results of operations excluding the translation effects of foreign exchange amounts and operational consolidation expenses is not in conformity with generally accepted accounting principles (GAAP), but management analyzes the data in this manner because it is useful to them for understanding operational performance of the business. Management also uses data adjusted in this manner for purposes of determining incentive compensation. Changes in sales and segment income excluding foreign exchange effects are calculated using current year sales and segment income translated at prior year exchange rates. The presentation of sales, segment income, total segment income, and segment income and total segment income as a percentage of sales with and without the effects of foreign currency translation are not meant to be a substitute for measurements prepared in accordance with GAAP, nor to be considered in isolation.

In millions	Three Months Ended June 30,
	Reported 2006		Reported 2005		% Chg vs. 2005		% Chg vs. 2005 Adjusted (1)
Air Conditioning Systems and Services
Sales	1,858.5		1,627.9		14.2	%	13.7	%
Segment Income	278.1		218.9		27.0	%	22.6	%
Segment Income as a Percentage of Sales	15.0	%	13.4	%	1.6 pts		1.1 pts
Bath & Kitchen
Sales	621.0		648.9		-4.3	%	-4.8	%
Segment Income	4.7		35.6		-86.8	%	-74.3	%
Segment Income as a Percentage of Sales	0.8	%	5.5	%	-4.7 pts		-5.5 pts
Vehicle Control Systems
Sales	511.2		478.3		6.9	%	6.6	%
Segment Income	59.5		66.1		-10.0	%	-12.5	%
Segment Income as a Percentage of Sales	11.6	%	13.8	%	-2.2 pts		-2.6 pts
Total Company
Sales (2)	2,990.7		2,755.1		8.6	%	8.1	%
Segment Income	342.3		320.6		6.8	%	1.8	%
Segment Income as a Percentage of Sales	11.4	%	11.6	%	-0.2 pts		-0.7 pts
Net Income Applicable to Common Shareholders	191.7		207.9		-7.8	%
Net Income / Applicable to Common Shareholders as a Percentage of Sales	6.4	%	7.5	%	-1.1 pts

Note: See Consolidated Statement of Operations for a reconciliation of total segment income to income before income taxes. In addition, see table above for presentation of net income applicable to common shareholders as a percentage of sales.

(1) Excluding the impact of foreign exchange translational effects and operational consolidation expenses, includes stock option expense for all periods:

	2006
Segment Income Reconciliation	Air Conditioning Systems & Services		Bath & Kitchen		Vehicle Control Systems		Total Company
Reported	278.1		4.7		59.5		342.3
Operational Consolidation Expenses	(0.9	)	15.2		1.4		15.7
Gain on Sale of Assets	—		(6.3	)	—		(6.3	)
Foreign Exchange Translational Effects	(1.0	)	(1.1	)	(0.8	)	(2.9	)
Adjusted Segment Income	276.2		12.5		60.1		348.8
	2005
	Air Conditioning Systems & Services		Bath & Kitchen		Vehicle Control Systems		Total Company
Reported	218.9		35.6		66.1		320.6
Operational Consolidation Expenses	8.8		13.9		3.3		26.0
Stock Option Expense	(2.4	)	(0.9	)	(0.7	)	(4.0	)
Adjusted Segment Income	225.3		48.6		68.7		342.6

(2) Total company sales, adjusted for the impact of foreign exchange translation effects, for the three months ended June 30, 2006: $2,979.2

American Standard Companies Inc.

Data Supplement Sheet

(Unaudited)

This Data Supplement Sheet includes information on backlog and information excluding the effects of foreign exchange translation on operating results. Approximately half of the Company's business is outside the U.S., therefore changes in exchange rates can have a significant effect on results of operations when presented in U.S. Dollars. Year-over-year changes in sales and segment income, and in certain cases, segment income as a percentage of sales, for 2006 compared with 2005 are presented both with and without the effects of foreign exchange translation. Additionally, management analyzes year-over-year changes to its operating performance with and without operational consolidation expenses. Operational consolidation expenses have been noted below. Presenting results of operations excluding the translation effects of foreign exchange amounts and operational consolidation expenses is not in conformity with generally accepted accounting principles (GAAP), but management analyzes the data in this manner because it is useful to them for understanding operational performance of the business. Management also uses data adjusted in this manner for purposes of determining incentive compensation. Changes in sales and segment income excluding foreign exchange effects are calculated using current year sales and segment income translated at prior year exchange rates. The presentation of sales, segment income, total segment income, and segment income and total segment income as a percentage of sales with and without the effects of foreign currency translation are not meant to be a substitute for measurements prepared in accordance with GAAP, nor to be considered in isolation.

In millions	Six Months Ended June 30,
	Reported 2006		Reported 2005		% Chg vs. 2005		% Chg vs. 2005 Adjusted (1)
Air Conditioning Systems and Services
Sales	3,321.9		2,884.9		15.1	%	15.1	%
Segment Income	408.9		306.5		33.4	%	26.3	%
Segment Income as a Percentage of Sales	12.3	%	10.6	%	1.7pts		1.1pts
Backlog	909.9		682.9		33.2	%	32.1	%
Bath & Kitchen
Sales	1,229.7		1,253.0		-1.9	%	-0.1	%
Segment Income	4.2		80.4		-94.8	%	-79.5	%
Segment Income as a Percentage of Sales	0.3	%	6.4	%	-6.1pts		-6.1pts
Vehicle Control Systems
Sales	991.1		957.4		3.5	%	7.1	%
Segment Income	127.3		135.8		-6.3	%	-5.0	%
Segment Income as a Percentage of Sales	12.8	%	14.2	%	-1.4pts		-1.7pts
Backlog	822.2		738.9		11.3	%	7.3	%
Total Company
Sales	5,542.7		5,095.3		8.8	%	9.8	%
Segment Income	540.4		522.7		3.4	%	0.2	%
Segment Income as a Percentage of Sales	9.7	%	10.3	%	0.6 pts		-1.0pts
Net Income Applicable to Common Shareholders	275.8		332.8		-17.1	%
Net Income / Applicable to Common Shareholders as a Percentage of Sales	5.0	%	6.5	%	-1.5pts

Note: See Consolidated Statement of Operations for a reconciliation of total segment income to income before income taxes. In addition, see table above for presentation of net income applicable to common shareholders as a percentage of sales.

(1) Excluding the impact of foreign exchange translational effects and operational consolidation expenses, includes stock option expense for all periods:

	2006
Segment Income Reconciliation	Air Conditioning Systems & Services		Bath & Kitchen		Vehicle Control Systems		Total Company
Reported	408.9		4.2		127.3		540.4
Operational Consolidation Expenses	(0.4	)	21.2		2.9		23.7
Gain on Sale of Assets	—		(6.3	)	—		(6.3	)
Foreign Exchange Translational Effects	(0.8	)	0.6		4.1		3.9
Adjusted Segment Income	407.7		19.7		134.3		561.7
	2005
	Air Conditioning Systems & Services		Bath & Kitchen		Vehicle Control Systems		Total Company
Reported	306.5		80.4		135.8		522.7
Operational Consolidation Expenses	21.6		17.8		7.0		46.4
Stock Option Expense	(5.2	)	(1.9	)	(1.5	)	(8.6	)
Adjusted Segment Income	322.9		96.3		141.3		560.5

American Standard Companies Inc.

2006 Earnings Per Share Reconciliation

(Unaudited)

	Q3 2006			FY 2006
Net Income Reported	$	149.0 - $159.0		$	559.0 - $579.0
Streamlining Expenses, net of tax		15.0 - 16.0			39.0 - 41.0
Asset Sales and Tax Items		0.0			(39.0) - (41.0)
Adjusted Net Income	$	164.0 - $175.0		$	559.0 - $579.0
Reported EPS	$	0.72 - $ 0.77		$	2.70 - $ 2.80
Adjusted EPS	$	0.80 - $ 0.85		$	2.70 - $ 2.80
Diluted Shares		205.3			206.9
2005 Earnings Per Share Reconciliation
(Unaudited)
	Q3 2005			FY 2005
Net Income Reported	$	159.1		$	556.3
FAS 123 Stock Option Expense, net of tax		(4.8	)		(19.7	)
Pro Forma Net Income		154.3			536.6
Streamlining Expenses, net of tax		6.6			47.2
30% Tax Rate Timing		3.9			—
Other Tax Items		(7.1	)		(46.9	)
Adjusted Net Income		157.7			536.9
Reported EPS	$	0.74		$	2.56
Pro Forma EPS	$	0.72		$	2.48
Adjusted EPS	$	0.73		$	2.48

Note: The presentation of adjusted net income and adjusted net income per diluted common share is not in conformity with generally accepted accounting principles (GAAP). Management believes that presenting these measures is useful to shareholders because it enhances their understanding of how management assesses the performance of the Company’s businesses. Management also uses data adjusted in this manner for purposes of determining incentive compensation. These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

American Standard Companies Inc.

Consolidated Balance Sheet

(Unaudited)

(dollars in millions)	June 30, 2006			December 31, 2005
Current Assets:
Cash and cash equivalents	$	233.1		$	390.7
Accounts receivable, less allowance for doubtful accounts:		1,472.6			1,161.3
Jun. 2006 - $51.4; Dec. 2005 - $46.9
Inventories:
Finished products		763.0			659.8
Products in process		248.6			228.2
Raw materials		232.0			190.2
		1,243.6			1,078.2
Future income tax benefits		94.3			99.3
Other current assets		421.3			336.7
Total Current Assets		3,464.9			3,066.2
Facilities, less accumulated depreciation:		1,636.4			1,616.2
Jun. 2006 - $1,183.5; Dec. 2005 - $1,101.9
Goodwill		1,212.0			1,158.9
Capitalized software, less accumulated amortization:		191.1			200.6
Jun. 2006 - $362.2; Dec. 2005 - $321.8
Debt issuance costs, net of accumulated amortization:		11.4			13.9
Jun. 2006 - $35.8; Dec. 2005 - $33.1
Long-term asbestos receivable		384.1			384.0
Long-term future income tax benefits		93.5			93.5
Investment in associated companies		110.1			98.2
Other assets		253.4			236.3
Total Assets	$	7,356.9		$	6,867.8
Current Liabilities:
Loans payable to banks	$	136.7		$	17.5
Current maturities of long-term debt		3.5			2.6
Accounts payable		1,016.8			844.5
Accrued payrolls		380.3			339.5
Current portion of warranties		198.7			181.9
Taxes on income		93.2			91.8
Other accrued liabilities		832.2			751.1
Total Current Liabilities		2,661.4			2,228.9
Long-Term Debt		1,756.3			1,676.1
Other Long-Term Liabilities
Reserve for post-retirement benefits		621.0			631.6
Long-term portion of asbestos liability		667.7			673.0
Long-term portion of warranties		262.7			246.7
Deferred taxes on income		136.5			131.1
Other liabilities		346.4			357.9
Total Liabilities		6,452.0			5,945.3
Shareholders’ Equity
Preferred stock, 2,000,000 shares authorized none issued and outstanding		—			—
Common stock $.01 par value, 560,000,000 shares authorized; shares issued: 251,770,747 in 2006; 251,769,794 in 2005; and shares outstanding: 200,461,408 in 2006; 206,741,396 in 2005		2.5			2.5
Capital surplus		869.9			834.4
Treasury stock		(1,478.6	)		(1,181.4	)
Retained earnings		1,779.0			1,576.5
Foreign currency translation effects		(178.2	)		(212.6	)
Deferred gain on hedge contracts, net of tax		31.3			20.9
Minimum pension liability adjustment, net of tax		(121.0	)		(117.8	)
Total Shareholders’ Equity		904.9			922.5
Total Liabilities & Shareholders’ Equity	$	7,356.9		$	6,867.8

American Standard Companies Inc.

Reconciliation of Net Cash Provided

By Operating Activities to Free Cash Flow

(Unaudited)

In millions	Three Months Ended June 30,
	2006			2005
Cash provided by operating activities:
Net Income	$	191.7		$	207.9
Adjustments to reconcile net income to net cash provided by operating activities		(26.9	)		120.2
Net cash provided by operating activities		164.8			328.1
Other deductions or additions to reconcile to Free Cash Flow:
Purchases of property, plant, equipment and computer software		(56.9	)		(88.4	)
Proceeds from disposals of property		15.2			17.1
Free cash flow	$	123.1		$	256.8

Note: This statement reconciles net cash provided by operating activities to free cash flow. Management uses free cash flow, which is not defined by US GAAP, to measure the Company’s operating performance. Free cash flow is also one of several measures used to determine incentive compensation for certain employees.

American Standard Companies Inc.

Reconciliation of Net Cash Provided

By Operating Activities to Free Cash Flow

(Unaudited)

In millions	Six Months Ended June 30,
	2006			2005
Cash provided by operating activities:
Net Income	$	275.8		$	332.8
Adjustments to reconcile net income to net cash provided by operating activities		(122.6	)		(55.0	)
Net cash provided by operating activities		153.2			277.8
Other deductions or additions to reconcile to Free Cash Flow:
Purchases of property, plant, equipment and computer software		(106.3	)		(142.2	)
Proceeds from disposals of property		15.2			22.3
Free cash flow	$	62.1		$	157.9

Note: This statement reconciles net cash provided by operating activities to free cash flow. Management uses free cash flow, which is not defined by US GAAP, to measure the Company’s operating performance. Free cash flow is also one of several measures used to determine incentive compensation for certain employees.

American Standard Companies Inc.

Reconciliation of Net Cash Provided By

Operating Activities to Free Cash Flow

(Unaudited)

In millions	Twelve Months Ended December 31,
	2006 Estimate	2005
Net cash provided by operating activities	$835.0 - 860.0	$	820.4
Other deductions or additions to reconcile to Free Cash Flow:
Purchases of property, plant, equipment and computer software	Approx. (285.0)		(337.1	)
Proceeds from disposals of property	Approx. 25.0		28.2
Free cash flow	$575.0 - 600.0	$	511.5

Note: This statement reconciles net cash provided by operating activities to free cash flow. Management uses free cash flow, which is not defined by US GAAP, to measure the Company’s operating performance. Free cash flow is also one of several measures used to determine incentive compensation for certain employees.