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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|                                              |  |                                                                                         
|--------------------------------------------- |  | ----------------------------------------------------------------------------------------
|(Mark One)                                    |  |                                                                                         
|[X]                                           |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                              |  |                                                                                         
|For the quarterly period ended March 31, 2003
|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 1-11415

AMERICAN STANDARD COMPANIES INC.


(Exact name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3465896                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (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                      

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.

| |  |       |  |   
| |  | ----- |  | --
| |  | X Yes |  | No

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act)

| |  |       |  |   
| |  | ----- |  | --
| |  | X Yes |  | No

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

|                                             |                |  |                   |  | 
|-------------------------------------------- | -------------- |  | ----------------- |  | 
|Common stock, $.01 par value, outstanding at |                |  |                   | 
|                                             | April 25, 2003 |  | 71,819,032 shares





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TABLE OF CONTENTS



|                                                  |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1. FINANCIAL INFORMATION                    
|                                                  | Item 1. Financial Statements                                                                 
|                                                  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                  | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                       
|                                                  | Item 1. Legal Proceedings                                                                    
|                                                  | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURE                                        
|CERTIFICATIONS                                   
|INDEX TO EXHIBITS                                
|EX-12: RATIO OF EARNINGS TO FIXED CHARGES        
|EX-99.1: CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|EX-99.2: CERTIFICATION OF CHIEF FINANCIAL OFFICER



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PART 1. FINANCIAL INFORMATION




Item 1. Financial Statements

American Standard Companies Inc. (the Company) is a Delaware corporation
that owns all the outstanding common stock of American Standard Inc. and
American Standard International Inc. (ASII), both Delaware corporations.
American Standard or the Company will refer to the Company, or to the
Company and American Standard Inc. and ASII including their subsidiaries, as
the context requires.

AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY STATEMENT OF INCOME
(Dollars in millions except
per share amounts)

|                                       |                                     |         |         |                    |            |      |         |         |            | 
|-------------------------------------- | ----------------------------------- | ------- | ------- | ------------------ | ---------- | ---- | ------- | ------- | ---------- | 
|                                       |                                     |         |         | Three months ended
|                                       |                                     |         |         | March 31,         
|                                       |                                     |         |         |                   
|                                       |                                     |         |         | 2003               |            | 2002
|                                       |                                     |         |         |                    |            |     
|Sales                                  |                                     | $       | 1,950.6 |                    |            | $    | 1,761.9 |        
|                                       |                                     |         |         |                    |            |      |         |        
|Costs and expenses:                    |                                     |         |         |                    |            |      |         |        
|                                       | Cost of sales                       |         |         | 1,485.8            |            |      |         | 1,352.7 |           
|                                       | Selling and administrative expenses |         |         | 324.1              |            |      |         | 282.3   |           
|                                       | Other expense (income)              |         |         | 18.0               |            |      |         | 8.0     |           
|                                       | Interest expense                    |         |         | 30.2               |            |      |         | 33.4    |           
|                                       |                                     |         |         |                    |            |      |         |        
|                                       |                                     |         | 1,858.1 |                    |            |      | 1,676.4 |        
|                                       |                                     |         |         |                    |            |      |         |        
|Income before income taxes             |                                     |         | 92.5    |                    |            |      | 85.5    |        
|Income taxes                           |                                     |         | 28.7    |                    |            |      | 28.5    |        
|                                       |                                     |         |         |                    |            |      |         |        
|Net income applicable to common shares |                                     | $       | 63.8    |                    |            | $    | 57.0    |        
|                                       |                                     |         |         |                    |            |      |         |        
|Net income per share:                  |                                     |         |         |                    |            |      |         |        
|                                       |                                     | Basic   |         | $                  | .88        |      |         | $       | .79        | 
|                                       |                                     |         |         |                    |            |      |         |        
|                                       |                                     | Diluted |         | $                  | .87        |      |         | $       | .78        | 
|                                       |                                     |         |         |                    |            |      |         |        
|Average common shares outstanding      |                                     |         |         |                    |            |      |         |        
|                                       |                                     | Basic   |         |                    | 72,141,634 |      |         |         | 72,232,638 | 
|                                       |                                     | Diluted |         |                    | 73,379,432 |      |         |         | 73,476,055 | 

See accompanying notes

2



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AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY BALANCE SHEET
(Dollars in millions, except share data)

|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |         |        |  
|------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | --------------------------------------------------- | ------- | --------- | ------ | ------------ | ------- | ------- | ------ | -
|                                                                                                  |                                                                                                 |                                                     |         | March 31, |        | December 31,
|                                                                                                  |                                                                                                 |                                                     |         | 2003      |        | 2002        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |             
|Current assets:                                                                                   |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  | Cash and cash equivalents                                                                       |                                                     | $       | 138.3     |        |              | $       | 96.6    |       
|                                                                                                  | Accounts receivable, less allowance for doubtful
accounts: Mar. 2003 - $39.4; Dec. 2002 - $38.1 |                                                     |         | 1,037.6   |        |              |         | 881.4   |       
|                                                                                                  | Inventories:                                                                                    |                                                     |         |           |        |              |         |         |       
|                                                                                                  |                                                                                                 | Finished products                                   |         |           | 556.1  |              |         |         | 486.1  |  
|                                                                                                  |                                                                                                 | Products in process                                 |         |           | 157.4  |              |         |         | 138.1  |  
|                                                                                                  |                                                                                                 | Raw materials                                       |         |           | 154.8  |              |         |         | 146.5  |  
|                                                                                                  | Other current assets                                                                            |                                                     |         | 290.6     |        |              |         | 265.7   |       
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Total current assets                                                                              |                                                                                                 |                                                     | 2,334.8 |           |        |              | 2,014.4 |        
|Facilities, less accumulated depreciation:                                                        |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  | Mar. 2003 - $804.9 ; Dec. 2002 - $773.2                                                         |                                                     |         | 1,422.9   |        |              |         | 1,430.1 |       
|Goodwill, less accumulated amortization:                                                          |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  | Mar. 2003 - $375.5; Dec. 2002 - $370.9                                                          |                                                     |         | 1,007.6   |        |              |         | 1,012.8 |       
|Capitalized software costs, less accumulated
amortization: Mar. 2003 - $147.3; Dec. 2002 - $131.7 |                                                                                                 |                                                     | 240.2   |           |        |              | 242.0   |        
|Other assets                                                                                      |                                                                                                 |                                                     | 430.2   |           |        |              | 444.5   |        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Total assets                                                                                      |                                                                                                 | $                                                   | 5,435.7 |           |        | $            | 5,143.8 |        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Current liabilities:                                                                              |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  | Loans payable to banks                                                                          |                                                     |         | 63.0      |        |              | $       | 36.3    |       
|                                                                                                  | Current portion of long-term debt                                                               |                                                     |         | 4.4       |        |              |         | 4.5     |       
|                                                                                                  | Accounts payable                                                                                |                                                     |         | 722.7     |        |              |         | 601.6   |       
|                                                                                                  | Accrued payrolls                                                                                |                                                     |         | 272.7     |        |              |         | 281.0   |       
|                                                                                                  | Current portion of warranties                                                                   |                                                     |         | 122.3     |        |              |         | 118.0   |       
|                                                                                                  | Taxes on income                                                                                 |                                                     |         | 129.0     |        |              |         | 98.9    |       
|                                                                                                  | Other accrued liabilities                                                                       |                                                     |         | 545.2     |        |              |         | 525.3   |       
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Total current liabilities                                                                         |                                                                                                 |                                                     | 1,859.3 |           |        |              | 1,665.6 |        
|Long-term debt                                                                                    |                                                                                                 |                                                     | 2,003.0 |           |        |              | 1,918.4 |        
|Reserve for post-retirement benefits                                                              |                                                                                                 |                                                     | 641.5   |           |        |              | 623.3   |        
|Warranties                                                                                        |                                                                                                 |                                                     | 199.4   |           |        |              | 197.9   |        
|Other liabilities                                                                                 |                                                                                                 |                                                     | 505.6   |           |        |              | 508.8   |        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Total liabilities                                                                                 |                                                                                                 |                                                     | 5,208.8 |           |        |              | 4,914.0 |        
|Shareholders equity:                                                                             |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  | Preferred stock, 2,000,000 shares authorized,
none issued and outstanding                       |                                                     |         |          |        |              |         |        |       
|                                                                                                  | Common stock $.01 par value, 200,000,000 shares
authorized; shares issued and outstanding:      |                                                     |         |           |        |              |         |         |       
|                                                                                                  |                                                                                                 | 71,743,190 in 2003; 72,613,736 in 2002              |         |           | .7     |              |         |         | .7     |  
|                                                                                                  | Capital surplus                                                                                 |                                                     |         | 729.8     |        |              |         | 724.4   |       
|                                                                                                  | Unearned compensation                                                                           |                                                     |         | (1.9      | )      |              |         | (2.3    | )     
|                                                                                                  | Treasury stock                                                                                  |                                                     |         | (597.1    | )      |              |         | (534.6  | )     
|                                                                                                  | Retained earnings                                                                               |                                                     |         | 491.8     |        |              |         | 428.0   |       
|                                                                                                  | Accumulated other comprehensive income:                                                         |                                                     |         |           |        |              |         |         |       
|                                                                                                  |                                                                                                 | Foreign currency translation effects                |         |           | (320.7 | )            |         |         | (309.2 | )
|                                                                                                  |                                                                                                 | Deferred gain (loss) on hedge contracts, net of tax |         |           | (.8    | )            |         |         | (2.0   | )
|                                                                                                  |                                                                                                 | Minimum pension liability adjustment, net of tax    |         |           | (74.9  | )            |         |         | (75.2  | )
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|Total shareholders equity                                                                        |                                                                                                 |                                                     | 226.9   |           |        |              | 229.8   |        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        
|                                                                                                  |                                                                                                 | $                                                   | 5,435.7 |           |        | $            | 5,143.8 |        
|                                                                                                  |                                                                                                 |                                                     |         |           |        |              |         |        

See accompanying notes

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AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
(Dollars in millions)

|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |      |      |       |       |  
|------------------------------------------------------------ | ----------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------------------------------------------------------------ | ---- | ------------------ | ------ | ---- | ---- | ----- | ----- | -
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      | Three months ended
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      | March 31,         
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                   
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      | 2003               |        | 2002
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|Cash provided (used) by:                                     |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             | Operating Activities:                     |                                                                                          |                                                          |                                                                                |      |                    |        |      |     
|                                                             |                                           | Net income                                                                               |                                                          | $                                                                              | 63.8 |                    |        | $    | 57.0 |      
|                                                             |                                           | Adjustments to reconcile net income to net cash
provided (used) by operating activities: |                                                          |                                                                                |      |                    |        |      |      |      
|                                                             |                                           |                                                                                          |                                                          | Depreciation                                                                   |      |                    | 38.3   |      |      |       | 36.1  |  
|                                                             |                                           |                                                                                          |                                                          | Amortization of capitalized software and other intangibles                     |      |                    | 19.1   |      |      |       | 12.6  |  
|                                                             |                                           |                                                                                          |                                                          | Equity in earnings of unconsolidated joint
ventures, net of dividends received |      |                    | (1.1   | )    |      |       | (1.9  | )
|                                                             |                                           |                                                                                          |                                                          | Non-cash stock compensation                                                    |      |                    | 16.8   |      |      |       | 14.3  |  
|                                                             |                                           |                                                                                          |                                                          | Other                                                                          |      |                    | (1.1   | )    |      |       | (.1   | )
|                                                             |                                           |                                                                                          |                                                          | Changes in assets and liabilities:                                             |      |                    |        |      |      |       |       |  
|                                                             |                                           |                                                                                          |                                                          | Accounts receivable                                                            |      |                    | (155.0 | )    |      |       | (71.3 | )
|                                                             |                                           |                                                                                          |                                                          | Inventories                                                                    |      |                    | (87.9  | )    |      |       | (53.0 | )
|                                                             |                                           |                                                                                          |                                                          | Accounts payable                                                               |      |                    | 112.0  |      |      |       | 39.3  |  
|                                                             |                                           |                                                                                          |                                                          | Other accrued liabilities and taxes                                            |      |                    | 37.2   |      |      |       | (39.7 | )
|                                                             |                                           |                                                                                          |                                                          | Post-retirement benefits                                                       |      |                    | 11.1   |      |      |       | 11.2  |  
|                                                             |                                           |                                                                                          |                                                          | Other assets                                                                   |      |                    | (20.4  | )    |      |       | (26.9 | )
|                                                             |                                           |                                                                                          |                                                          | Other long-term liabilities                                                    |      |                    | 6.6    |      |      |       | 17.8  |  
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             |                                           |                                                                                          | Net cash provided (used) by operating activities         |                                                                                |      | 39.4               |        |      |      | (4.6  | )    
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             | Investing activities:                     |                                                                                          |                                                          |                                                                                |      |                    |        |      |     
|                                                             |                                           |                                                                                          | Purchases of property, plant and equipment               |                                                                                |      | (29.3              | )      |      |      | (22.2 | )    
|                                                             |                                           |                                                                                          | Investments in affiliated companies and other businesses |                                                                                |      | (10.3              | )      |      |      | (22.0 | )    
|                                                             |                                           |                                                                                          | Investment in computer software                          |                                                                                |      | (11.2              | )      |      |      | (10.1 | )    
|                                                             |                                           |                                                                                          | Other                                                    |                                                                                |      | .3                 |        |      |      | 4.8   |      
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             |                                           |                                                                                          | Net cash used by investing activities                    |                                                                                |      | (50.5              | )      |      |      | (49.5 | )    
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             | Financing activities:                     |                                                                                          |                                                          |                                                                                |      |                    |        |      |     
|                                                             |                                           |                                                                                          | Proceeds from issuance of long-term debt                 |                                                                                |      | 32.1               |        |      |      |      |      
|                                                             |                                           |                                                                                          | Repayments of long-term debt                             |                                                                                |      | (126.2             | )      |      |      | (38.6 | )    
|                                                             |                                           |                                                                                          | Net change in revolving credit facilities                |                                                                                |      | 174.0              |        |      |      | 119.1 |      
|                                                             |                                           |                                                                                          | Net change in other short-term debt                      |                                                                                |      | 28.2               |        |      |      | 1.6   |      
|                                                             |                                           |                                                                                          | Purchases of treasury stock                              |                                                                                |      | (76.0              | )      |      |      | (68.4 | )    
|                                                             |                                           |                                                                                          | Proceeds from exercise of stock options                  |                                                                                |      | 4.5                |        |      |      | 34.0  |      
|                                                             |                                           |                                                                                          | Other                                                    |                                                                                |      | 19.4               |        |      |      | 1.5   |      
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|                                                             | Net cash provided by financing activities |                                                                                          |                                                          | 56.0                                                                           |      |                    |        | 49.2 |     
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|Effect of exchange rate changes on cash and
cash equivalents |                                           |                                                                                          | (3.2                                                     | )                                                                              |      |                    | (.8    | )   
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|Net increase (decrease) in cash and cash equivalents         |                                           |                                                                                          | 41.7                                                     |                                                                                |      |                    | (5.7   | )   
|Cash and cash equivalents at beginning of period             |                                           |                                                                                          | 96.6                                                     |                                                                                |      |                    | 82.1   |     
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|Cash and cash equivalents at end of period                   |                                           | $                                                                                        | 138.3                                                    |                                                                                |      | $                  | 76.4   |     
|                                                             |                                           |                                                                                          |                                                          |                                                                                |      |                    |        |     
|Cash interest paid                                           |                                           | $                                                                                        | 28.8                                                     |                                                                                |      | $                  | 33.4   |     
|Cash taxes paid (received)                                   |                                           | $                                                                                        | (11.4                                                    | )                                                                              |      | $                  | 59.0   |     

See accompanying notes

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AMERICAN STANDARD COMPANIES INC.
NOTES TO FINANCIAL STATEMENTS

Note 1. Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring items, considered necessary
for a fair presentation of financial data have been included. The results of
operations for interim periods are not necessarily indicative of the results
that may be expected for the entire year. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002.

Note 2. Comprehensive Income

Total comprehensive income consisted of the following (dollars in
millions):

|                                             |  |                    |       |      |  |   |       |  
|-------------------------------------------- |  | ------------------ | ----- | ---- |  | - | ----- | -
|                                             |  | Three months ended
|                                             |  | March 31,         
|                                             |  |                   
|                                             |  | 2003               |       | 2002
|                                             |  |                    |       |     
|Net income                                   |  | $                  | 63.8  |      |  | $ | 57.0  |  
|Foreign currency translation effects         |  |                    | (11.5 | )    |  |   | (15.2 | )
|Deferred gain on hedge
contracts, net of tax |  |                    | 1.2   |      |  |   | 5.2   |  
|Minimum pension liability adjustment         |  |                    | .3    |      |  |   |      |  
|                                             |  |                    |       |      |  |   |       |  
|Total comprehensive income                   |  | $                  | 53.8  |      |  | $ | 47.0  |  
|                                             |  |                    |       |      |  |   |       |  

Note 3. Tax Matters

In 2002, the Company concluded negotiations with The State Finance
Administration for North Rhine-Westphalia, Germany concerning certain tax
issues covering the years 1984 through 1994. On January 15, 2002, the Company
settled all issues for those years by making a cash payment of approximately
$55 million plus $30 million previously deposited in escrow. Since the Company
previously had made provision for those issues, the settlement had no impact on
results of operations.

Note 4. Earnings Per Share

The average number of outstanding shares of common stock used in computing
diluted earnings per share for the three months ended March 31, 2003 and 2002
included 1,237,798 and 1,243,417 average incremental shares, respectively, for
the assumed exercise of stock options and issuance of common stock under other
equity compensation plans.

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Note 5. Debt

In January 2003, a European subsidiary of the Company issued 30 million
($31 million) of 7.59% Guaranteed Senior Bonds due 2013 in a private placement
as part of changes in the financial structure and organization of its European
subsidiaries. The bonds are guaranteed by the Company. The proceeds were used
to repay borrowings under bank credit agreements.

Note 6. Stock-Based Compensation

The Company has three stock-based compensation plansthe 2002 Omnibus
Incentive Plan, the Stock Incentive Plan and the Employee Stock Purchase Plan
(ESPP)  which are described in Note 12 of Notes to Financial Statements in
the Companys 2002 Annual Report on Form 10-K. Under the first two plans, the
Company has granted options to employees and directors to acquire a fixed
number of shares of the Companys common stock at a specified price, and also
has made grants of restricted shares. Under the ESPP, employees are entitled
to purchase shares of the Companys common stock at a discount of 15% from the
market price on the date of purchase. The Company accounts for these plans
under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25),and related
Interpretations. Compensation cost is not recorded for substantially all
options granted because the option exercise price was equal to the market value
of the underlying common stock on the date of grant. Nor is compensation cost
recorded for the 15% discount on shares purchased under the ESPP, which is not
considered compensation under APB 25. Compensation cost is recorded for the
value of restricted share awards, amortized over the vesting period of the
award.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation,to stock-based
employee compensation.

|                                                                                                                                                              |                     |   |                        |      |      |   |      |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | - | ---------------------- | ---- | ---- | - | ---- | ---- | 
|                                                                                                                                                              |                     |   | Three Months Ended    
|                                                                                                                                                              |                     |   | March 31,             
|                                                                                                                                                              |                     |   |                       
|                                                                                                                                                              |                     |   | (Dollars in millions  
|                                                                                                                                                              |                     |   | except per share data)
|                                                                                                                                                              |                     |   |                       
|                                                                                                                                                              |                     |   | 2003                   |      | 2002
|                                                                                                                                                              |                     |   |                        |      |     
|Net income, as reported                                                                                                                                       |                     | $ | 63.8                   |      |      | $ | 57.0 |     
|Deduct: Total stock-based compensation
expense determined under fair value based
method for all stock option awards, net of tax,
and discounts under the ESPP |                     |   | (5.0                   | )    |      |   | (5.4 | )   
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     
|Pro forma net income                                                                                                                                          |                     | $ | 58.8                   |      |      | $ | 51.6 |     
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     
|Earnings per share:                                                                                                                                           |                     |   |                        |      |      |   |      |     
|                                                                                                                                                              | Basicas reported   |   | $                      | 0.88 |      |   | $    | 0.79 | 
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     
|                                                                                                                                                              | Basicpro forma     |   | $                      | 0.82 |      |   | $    | 0.71 | 
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     
|                                                                                                                                                              | Dilutedas reported |   | $                      | 0.87 |      |   | $    | 0.78 | 
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     
|                                                                                                                                                              | Dilutedpro forma   |   | $                      | 0.80 |      |   | $    | 0.70 | 
|                                                                                                                                                              |                     |   |                        |      |      |   |      |     

The weighted average fair values of grants made during the three months
ended March 31, 2003 and 2002 were $20.94 and $18.24, respectively. The fair
value of the stock options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions: risk-free
interest rate of 2.92% in 2003 and 2.49% in 2002; volatility of 29% in 2003 and
2002; an expected average life of 5 years in 2003 and 2002; and a dividend
yield of zero.

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Note 7. Warranties and Guarantees

In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others.The
Company adopted the disclosure requirements of that Interpretation effective
December 31, 2002. The accounting requirements of that Interpretation were
effective January 1, 2003 and had no material effect on the Company.

Products sold by the Company are covered by a basic limited warranty with
terms and conditions that vary depending upon the product and country in which
it was sold. The limited warranty covers the equipment, parts and labor (in
certain cases) necessary to satisfy the warranty obligation for a period
ranging from one to ten years generally, and for the lifetime of certain bath
and kitchen faucets. The Company estimates the costs that may be incurred
under its warranty obligations and records a liability in the amount of such
costs at the time product revenue is recognized. Factors that affect the
Companys warranty liability include the number of units sold, historical and
anticipated rates of warranty claims, and cost per claim. The Company
periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary. Costs to satisfy warranty claims are charged
as incurred to the accrued warranty liability.

The Company also sells a variety of extended warranty contracts for up to
ten years on certain air conditioning products. Revenues from the sales of
extended warranties are deferred and amortized on a straight-line basis over
the terms of the contracts or based upon historical experience. Actual costs
to satisfy claims on extended warranty contracts are charged to cost of sales
as incurred and were $8 million and $6 million for the three months ended March
31, 2003 and 2002, respectively. Total warranty expense was $35 million and
$29 million for those respective periods.

Following is a summary of changes in the Companys product warranty
liability for the three months ended March 31, 2003 and 2002.

|                                                                                                                |  |                       |        |      |  |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------- | ------ | ---- |  | - | ------ | -
|                                                                                                                |  | Three Months Ended   
|                                                                                                                |  | March 31,            
|                                                                                                                |  |                      
|                                                                                                                |  | (Dollars in millions)
|                                                                                                                |  | 2003                  |        | 2002
|                                                                                                                |  |                       |        |     
|Balance of basic warranty costs accrued and
deferred income on extended warranty
contracts, beginning of period |  | $                     | 315.9  |      |  | $ | 299.9  |  
|Warranty costs accrued                                                                                          |  |                       | 30.8   |      |  |   | 26.3   |  
|Extended warranty contracts sold                                                                                |  |                       | 14.4   |      |  |   | 12.8   |  
|Warranty claims settled                                                                                         |  |                       | (27.9  | )    |  |   | (22.0  | )
|Amortization of deferred income
on extended warranty contracts                                                  |  |                       | (11.9  | )    |  |   | (13.1  | )
|Increases (decreases) in pre-existing warranties, net                                                           |  |                       | .4     |      |  |   | .1     |  
|                                                                                                                |  |                       |        |      |  |   |        |  
|Balance of basic warranty costs accrued and deferred
income on extended warranty contracts, end of period       |  |                       | 321.7  |      |  |   | 304.0  |  
|Current portion included in current liabilities                                                                 |  |                       | (122.3 | )    |  |   | (118.1 | )
|                                                                                                                |  |                       |        |      |  |   |        |  
|Long-term warranty liability                                                                                    |  | $                     | 199.4  |      |  | $ | 185.9  |  
|                                                                                                                |  |                       |        |      |  |   |        |  

The Company has commitments and performance guarantees, including energy
savings guarantees totaling $32 million as of March 31, 2003, extending from
2003 to 2020, under long-term service and maintenance contracts related to its
air conditioning equipment and system controls. Through March 31, 2003 the
Company has experienced no net losses under such

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arrangements and considers the probability of losses to be unlikely.

The Company fully and unconditionally guarantees the payment obligations
under all the Companys Senior Notes that were issued by its wholly owned
subsidiary American Standard Inc. See Note 9 of Notes to Financial Statements.
The Company also guarantees other debt obligations issued by other
subsidiaries, including obligations under a $41 million Euro-denominated credit
facility and $31 million of Euro-denominated Senior Bonds.

Note 8. Effect of Other Recently Issued Accounting Standards

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities.That
interpretation will have little effect on the Company. Other recently issued
FASB statements that are applicable to the Company have little or no immediate
effect and will have an effect in the future only in the event the Company
enters into transactions governed by those statements. Those statements
included No. 143, Accounting for Asset Retirement Obligations;No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13 (leases), and Technical Corrections; and No. 146, Accounting for Costs
Associated with Exit or Disposal Activities.

Note 9. Supplemental Consolidating Condensed Financial Information

All of the Companys Senior Notes were issued by its wholly-owned
subsidiary, American Standard Inc. (ASI). American Standard Companies Inc.
(the Parent Company) fully and unconditionally guarantees the payment
obligations under these securities (the ASI Public Debt). In lieu of
providing separate financial statements for ASI, included is the accompanying
consolidating condensed financial information. Management believes that
separate financial statements of ASI are not material to investors. The
following supplemental financial information
sets forth, on an unconsolidated basis, statements of income and statements of
cash flows for the three months ended March 31, 2003 and 2002, and balance
sheets as of March 31, 2003 and December 31, 2002 for the Parent Company, ASI,
and the subsidiaries of the Parent Company which are not subsidiaries of ASI
(the Other Subsidiaries). None of the Other Subsidiaries guarantees the ASI
Public Debt. The equity method of accounting is used to reflect investments of
the Parent Company in ASI and Other Subsidiaries.

CONSOLIDATING CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(Unaudited)

|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |         |         | 
|-------------------------------------------------------------------------------- | -------------------------------------- | -------------- | ---- | ------ |  | ------------ | ------- | ------------ | ------- | ----- | ------- | ----- | ----- | - | ------ | ------------ | ------ | - | ------- | ------- | ------- | 
|                                                                                 |                                        |                |      | Parent |  |              |         |              |         | Other |         |       |       |   |        | Consolidated
|(Dollars in millions)                                                            |                                        | Company        |      | ASI    |  | Subsidiaries |         | Eliminations |         | Total
|                                                                                 |                                        |                |      |        |  |              |         |              |         |      
|Sales                                                                            |                                        |                |      |        |  | $            | 1,034.7 |              |         | $     | 1,017.5 |       |       | $ | (101.6 | )            |        | $ | 1,950.6 |        
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|Costs and expenses:                                                              |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|                                                                                 | Cost of sales                          |                |      |        |  |              |         | 805.4        |         |       |         | 782.0 |       |   |        | (101.6       | )      |   |         | 1,485.8 |        
|                                                                                 | Selling and administrative expenses    |                |      |        |  |              |         | 181.6        |         |       |         | 142.5 |       |   |        |              |        |   |         | 324.1   |        
|                                                                                 | Other expense                          |                |      |        |  |              |         | .5           |         |       |         | 17.5  |       |   |        |              |        |   |         | 18.0    |        
|                                                                                 | Interest expense                       |                |      |        |  |              |         | 27.6         |         |       |         | 2.6   |       |   |        |              |        |   |         | 30.2    |        
|                                                                                 | Intercompany interest expense (income) |                |      |        |  |              |         | 3.1          |         |       |         | (3.1  | )     |   |        |              |        |   |         |        |        
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|                                                                                 |                                        | Total expenses |      |        |  |              |         |              | 1,018.2 |       |         |       | 941.5 |   |        |              | (101.6 | ) |         |         | 1,858.1 | 
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|Income before income taxes and equity in
net income of consolidated subsidiaries |                                        |                |      |        |  |              | 16.5    |              |         |       | 76.0    |       |       |   |       |              |        |   | 92.5    |        
|Income taxes                                                                     |                                        |                |      |        |  |              | 5.5     |              |         |       | 23.2    |       |       |   |        |              |        |   | 28.7    |        
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|Income before equity in net income of
consolidated subsidiaries                  |                                        |                |      |        |  |              | 11.0    |              |         |       | 52.8    |       |       |   |       |              |        |   | 63.8    |        
|Equity in net income of consolidated
subsidiaries                                |                                        | $              | 63.8 |        |  |              |         |              |         |       |         |       |       |   | (63.8  | )            |        |   |        |        
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        
|Net income                                                                       |                                        | $              | 63.8 |        |  | $            | 11.0    |              |         | $     | 52.8    |       |       | $ | (63.8  | )            |        | $ | 63.8    |        
|                                                                                 |                                        |                |      |        |  |              |         |              |         |       |         |       |       |   |        |              |        |   |         |        

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Note 9. Supplemental Consolidating Condensed Financial Information (continued)

CONSOLIDATING CONDENSED BALANCE SHEETS
AS OF MARCH 31, 2003

|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |         |         | 
|--------------------------------------------- | ------------------------------------ | ------------------------------------------ | ----- | ------ | ----- | ------------ | ------- | ------------ | -------- | ----- | ------ | ----- | ------- | - | ------ | ------------ | ------ | - | ------- | ------- | ------- | 
|                                              |                                      |                                            |       | Parent |       |              |         |              |          | Other |        |       |         |   |        | Consolidated
|(Dollars in millions)                         |                                      | Company                                    |       | ASI    |       | Subsidiaries |         | Eliminations |          | Total
|                                              |                                      |                                            |       |        |       |              |         |              |          |      
|ASSETS                                        |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|Current assets:                               |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              | Cash and cash equivalents            |                                            | $     | .3     |       |              | $       | 10.8         |          |       | $      | 127.2 |         |   |        |              |        |   | $       | 138.3   |        
|                                              | Accounts receivable, net             |                                            |       |        |       |              |         | 459.5        |          |       |        | 578.1 |         |   |        |              |        |   |         | 1,037.6 |        
|                                              | Inventories                          |                                            |       |        |       |              |         | 405.8        |          |       |        | 462.5 |         |   |        |              |        |   |         | 868.3   |        
|                                              | Other current assets                 |                                            |       |        |       |              |         | 208.4        |          |       |        | 82.2  |         |   |        |              |        |   |         | 290.6   |        
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total current assets                       |       |        | .3    |              |         |              | 1,084.5  |       |        |       | 1,250.0 |   |        |              |        |   |         |         | 2,334.8 | 
|Facilities, net                               |                                      |                                            |       |        |       |              | 571.7   |              |          |       | 851.2  |       |         |   |        |              |        |   | 1,422.9 |        
|Goodwill, net                                 |                                      |                                            |       |        |       |              | 130.9   |              |          |       | 876.7  |       |         |   |        |              |        |   | 1,007.6 |        
|Investment in subsidiaries                    |                                      |                                            | 930.9 |        |       |              |         |              |          |       |        |       |         | $ | (930.9 | )            |        |   |         |        
|Other assets                                  |                                      |                                            |       |        |       |              | 599.2   |              |          |       | 71.2   |       |         |   |        |              |        |   | 670.4   |        
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total assets                               |       | $      | 931.2 |              |         | $            | 2,386.3  |       |        | $     | 3,049.1 |   |        | $            | (930.9 | ) |         | $       | 5,435.7 | 
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|LIABILITIES AND SHAREHOLDERS(DEFICIT)
EQUITY |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|Current liabilities:                          |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              | Loans payable to banks               |                                            |       |        |       |              | $       | 25.0         |          |       | $      | 38.0  |         |   |        |              |        |   | $       | 63.0    |        
|                                              | Current maturities of long-term debt |                                            |       |        |       |              |         | 2.2          |          |       |        | 2.2   |         |   |        |              |        |   |         | 4.4     |        
|                                              | Other current liabilities            |                                            |       |        |       |              |         | 887.5        |          |       |        | 904.4 |         |   |        |              |        |   |         | 1,791.9 |        
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total current liabilities                  |       |        |       |              |         |              | 914.7    |       |        |       | 944.6   |   |        |              |        |   |         |         | 1,859.3 | 
|Long-term debt                                |                                      |                                            |       |        |       |              | 1,918.5 |              |          |       | 84.5   |       |         |   |        |              |        |   | 2,003.0 |        
|Reserve for postretirement benefits           |                                      |                                            |       |        |       |              | 357.4   |              |          |       | 284.1  |       |         |   |        |              |        |   | 641.5   |        
|Intercompany accounts, net                    |                                      | $                                          | 704.3 |        |       |              | 163.6   |              |          |       | (867.9 | )     |         |   |        |              |        |   |         |        
|Other long-term liabilities                   |                                      |                                            |       |        |       |              | 398.0   |              |          |       | 307.0  |       |         |   |        |              |        |   | 705.0   |        
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total liabilities                          |       |        | 704.3 |              |         |              | 3,752.2  |       |        |       | 752.3   |   |        | $            |       |   |         |         | 5,208.8 | 
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total shareholders (deficit) equity       |       |        | 226.9 |              |         |              | (1,365.9 | )     |        |       | 2,296.8 |   |        |              | (930.9 | ) |         |         | 226.9   | 
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        
|                                              |                                      | Total liabilities and shareholders
equity |       | $      | 931.2 |              |         | $            | 2,386.3  |       |        | $     | 3,049.1 |   |        | $            | (930.9 | ) |         | $       | 5,435.7 | 
|                                              |                                      |                                            |       |        |       |              |         |              |          |       |        |       |         |   |        |              |        |   |         |        

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Note 9. Supplemental Consolidating Condensed Financial Information (continued)

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(Unaudited)

|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |      |      |        |  
|------------------------ | ------------------------------------------------------------ | ----------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------ | - | ------------ | ----- | ------------ | ---- | ----- | ------ | ----- | --- | ---- | ------ | - | - | ------------ | ---- | ----- | ---- | ---- | ------ | -
|                         |                                                              |                                           |                                                                                |                                                                                |   | Parent       |       |              |      |       |        | Other |     |      |        |   |   | Consolidated
|(Dollars in millions)    |                                                              | Company                                   |                                                                                | ASI                                                                            |   | Subsidiaries |       | Eliminations |      | Total
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |      
|Cash provided (used) by: |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         |                                                              | Operating activities:                     |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |      |     
|                         |                                                              |                                           | Net income                                                                     |                                                                                | $ | 63.8         |       |              | $    | 11.0  |        |       | $   | 52.8 |        |   | $ | (63.8        | )    |       | $    | 63.8 |       
|                         |                                                              |                                           | Adjustments to reconcile net income to net
cash provided (used) by operations: |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |      |      |       
|                         |                                                              |                                           |                                                                                | Depreciation and amortization                                                  |   |              |       |              |      |       | 23.8   |       |     |      | 33.6   |   |   |              |      |       |      |      | 57.4   |  
|                         |                                                              |                                           |                                                                                | Equity in earnings of unconsolidated joint
ventures, net of dividends received |   |              |       |              |      |       |        |       |     |      | (1.1   | ) |   |              |      |       |      |      | (1.1   | )
|                         |                                                              |                                           |                                                                                | Non-cash stock compensation                                                    |   |              |       |              |      |       | 16.8   |       |     |      |        |   |   |              |      |       |      |      | 16.8   |  
|                         |                                                              |                                           |                                                                                | Equity in net income of subsidiaries                                           |   |              | (63.8 | )            |      |       |        |       |     |      |        |   |   |              | 63.8 |       |      |      |       |  
|                         |                                                              |                                           |                                                                                | Other                                                                          |   |              |       |              |      |       | (1.5   | )     |     |      | .4     |   |   |              |      |       |      |      | (1.1   | )
|                         |                                                              |                                           |                                                                                | Changes in assets and liabilities:                                             |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |      |      |        |  
|                         |                                                              |                                           |                                                                                | Accounts receivable                                                            |   |              |       |              |      |       | (7.0   | )     |     |      | (148.0 | ) |   |              |      |       |      |      | (155.0 | )
|                         |                                                              |                                           |                                                                                | Inventories                                                                    |   |              |       |              |      |       | (51.9  | )     |     |      | (36.0  | ) |   |              |      |       |      |      | (87.9  | )
|                         |                                                              |                                           |                                                                                | Accounts payable                                                               |   |              |       |              |      |       | 63.7   |       |     |      | 48.3   |   |   |              |      |       |      |      | 112.0  |  
|                         |                                                              |                                           |                                                                                | Other accrued liabilities and taxes                                            |   |              |       |              |      |       | (16.0  | )     |     |      | 53.2   |   |   |              |      |       |      |      | 37.2   |  
|                         |                                                              |                                           |                                                                                | Post-retirement benefits                                                       |   |              |       |              |      |       | 10.4   |       |     |      | .7     |   |   |              |      |       |      |      | 11.1   |  
|                         |                                                              |                                           |                                                                                | Other assets                                                                   |   |              |       |              |      |       | (12.9  | )     |     |      | (7.5   | ) |   |              |      |       |      |      | (20.4  | )
|                         |                                                              |                                           |                                                                                | Other long-term liabilities                                                    |   |              |       |              |      |       | (2.2   | )     |     |      | 8.8    |   |   |              |      |       |      |      | 6.6    |  
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         |                                                              | Net cash provided by
operating activities |                                                                                |                                                                                |  |              |       |              | 34.2 |       |        |       | 5.2 |      |        |   |  |              |      |       | 39.4 |     
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Investing activities:                                        |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |     
|                         |                                                              |                                           |                                                                                | Purchase of property, plant and equipment                                      |   |              |       |              |      |       | (11.6  | )     |     |      | (17.7  | ) |   |              |      |       |      |      | (29.3  | )
|                         |                                                              |                                           |                                                                                | Investments in affiliated companies and
other businesses                       |   |              |       |              |      |       |        |       |     |      | (10.3  | ) |   |              |      |       |      |      | (10.3  | )
|                         |                                                              |                                           |                                                                                | Investments in computer software                                               |   |              |       |              |      |       | (5.9   | )     |     |      | (5.3   | ) |   |              |      |       |      |      | (11.2  | )
|                         |                                                              |                                           |                                                                                | Other                                                                          |   |              |       |              |      |       |        |       |     |      | .3     |   |   |              |      |       |      |      | .3     |  
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Net cash used by investing activities                        |                                           |                                                                                |                                                                               |   |              |       | (17.5        | )    |       |        | (33.0 | )   |      |        |  |   |              |      | (50.5 | )   
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Financing activities:                                        |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |       |     
|                         |                                                              |                                           |                                                                                | Proceeds from issuance of long-term debt                                       |   |              |       |              |      |       |        |       |     |      | 32.1   |   |   |              |      |       |      |      | 32.1   |  
|                         |                                                              |                                           |                                                                                | Repayments of long-term debt                                                   |   |              |       |              |      |       | (125.2 | )     |     |      | (1.0   | ) |   |              |      |       |      |      | (126.2 | )
|                         |                                                              |                                           |                                                                                | Net change in revolving credit facilities                                      |   |              |       |              |      |       | 177.5  |       |     |      | (3.5   | ) |   |              |      |       |      |      | 174.0  |  
|                         |                                                              |                                           |                                                                                | Net change in other short-term debt                                            |   |              |       |              |      |       | 25.0   |       |     |      | 3.2    |   |   |              |      |       |      |      | 28.2   |  
|                         |                                                              |                                           |                                                                                | Purchases of treasury stock                                                    |   |              | (76.0 | )            |      |       |        |       |     |      |        |   |   |              |      |       |      |      | (76.0  | )
|                         |                                                              |                                           |                                                                                | Net change in intercompany accounts                                            |   |              | 70.3  |              |      |       | (78.3  | )     |     |      | 8.0    |   |   |              |      |       |      |      |       |  
|                         |                                                              |                                           |                                                                                | Proceeds from exercise of stock options                                        |   |              | 4.5   |              |      |       |        |       |     |      |        |   |   |              |      |       |      |      | 4.5    |  
|                         |                                                              |                                           |                                                                                | Other                                                                          |   |              | 1.5   |              |      |       | 17.9   |       |     |      |        |   |   |              |      |       |      |      | 19.4   |  
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Net cash provided (used) by financing activities             |                                           |                                                                                | .3                                                                             |   |              |       | 16.9         |      |       |        | 38.8  |     |      |        |  |   |              |      | 56.0  |     
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Effect of exchange rate changes on cash
and cash equivalents |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        | (3.2  | )   |      |        |   |   |              |      | (3.2  | )   
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Net increase (decrease) in cash and
cash equivalents         |                                           |                                                                                | .3                                                                             |   |              |       | 33.6         |      |       |        | 7.8   |     |      |        |  |   |              |      | 41.7  |     
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Cash and cash equivalents a
beginning of period              |                                           |                                                                                |                                                                                |   |              |       | (22.9        | )    |       |        | 119.5 |     |      |        |   |   |              |      | 96.6  |     
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      
|                         | Cash and cash equivalents at end of period                   |                                           | $                                                                              | .3                                                                             |   |              | $     | 10.7         |      |       | $      | 127.3 |     |      | $      |  |   |              | $    | 138.3 |     
|                         |                                                              |                                           |                                                                                |                                                                                |   |              |       |              |      |       |        |       |     |      |        |   |   |              |      |      

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Note 9. Supplemental Consolidating Condensed Financial Information (continued)

CONSOLIDATING CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)

|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |         |         | 
|-------------------------------------------------------------------------------- | -------------------------------------- | -------------- | ---- | ------ |  | ------------ | ------- | ------------ | ----- | ----- | ----- | ----- | ----- | - | ----- | ------------ | ----- | - | ------- | ------- | ------- | 
|                                                                                 |                                        |                |      | Parent |  |              |         |              |       | Other |       |       |       |   |       | Consolidated
|(Dollars in millions)                                                            |                                        | Company        |      | ASI    |  | Subsidiaries |         | Eliminations |       | Total
|                                                                                 |                                        |                |      |        |  |              |         |              |       |      
|Sales                                                                            |                                        |                |      |        |  | $            | 1,014.1 |              |       | $     | 819.2 |       |       | $ | (71.4 | )            |       | $ | 1,761.9 |        
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|Costs and expenses:                                                              |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|                                                                                 | Cost of sales                          |                |      |        |  |              |         | 788.6        |       |       |       | 635.5 |       |   |       | (71.4        | )     |   |         | 1,352.7 |        
|                                                                                 | Selling and administrative expenses    |                |      |        |  |              |         | 158.4        |       |       |       | 123.9 |       |   |       |              |       |   |         | 282.3   |        
|                                                                                 | Other (income) expense                 |                |      |        |  |              |         | (2.6         | )     |       |       | 10.6  |       |   |       |              |       |   |         | 8.0     |        
|                                                                                 | Interest expense                       |                |      |        |  |              |         | 31.0         |       |       |       | 2.4   |       |   |       |              |       |   |         | 33.4    |        
|                                                                                 | Intercompany interest expense (income) |                |      |        |  |              |         | .2           |       |       |       | (.2   | )     |   |       |              |       |   |         |        |        
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|                                                                                 |                                        | Total expenses |      |        |  |              |         |              | 975.6 |       |       |       | 772.2 |   |       |              | (71.4 | ) |         |         | 1,676.4 | 
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|Income before income taxes and equity in
net income of consolidated subsidiaries |                                        |                |      |        |  |              | 38.5    |              |       |       | 47.0  |       |       |   |      |              |       |   | 85.5    |        
|Income taxes                                                                     |                                        |                |      |        |  |              | 13.1    |              |       |       | 15.4  |       |       |   |       |              |       |   | 28.5    |        
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|Income before equity in net income of
consolidated subsidiaries                  |                                        |                |      |        |  |              | 25.4    |              |       |       | 31.6  |       |       |   |      |              |       |   | 57.0    |        
|Equity in net income of consolidated
subsidiaries                                |                                        | $              | 57.0 |        |  |              |         |              |       |       |       |       |       |   | (57.0 | )            |       |   |        |        
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        
|Net income                                                                       |                                        | $              | 57.0 |        |  | $            | 25.4    |              |       | $     | 31.6  |       |       | $ | (57.0 | )            |       | $ | 57.0    |        
|                                                                                 |                                        |                |      |        |  |              |         |              |       |       |       |       |       |   |       |              |       |   |         |        

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Note 9. Supplemental Consolidating Condensed Financial Information (continued)

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)

|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |      |      |       |  
|------------------------ | ------------------------------------------------------------ | ------------------------------------------------ | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------ | -- | ------------ | ----- | ------------ | ---- | ----- | ----- | ----- | ----- | ---- | ------ | - | - | ------------ | ---- | ----- | ---- | ---- | ----- | -
|                         |                                                              |                                                  |                                                                                |                                                                                |    | Parent       |       |              |      |       |       | Other |       |      |        |   |   | Consolidated
|(Dollars in millions)    |                                                              | Company                                          |                                                                                | ASI                                                                            |    | Subsidiaries |       | Eliminations |      | Total
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |      
|Cash provided (used) by: |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         |                                                              | Operating activities:                            |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |      |     
|                         |                                                              |                                                  | Net income                                                                     |                                                                                | $  | 57.0         |       |              | $    | 25.4  |       |       | $     | 31.6 |        |   | $ | (57.0        | )    |       | $    | 57.0 |      
|                         |                                                              |                                                  | Adjustments to reconcile net income to net
cash provided (used) by operations: |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |      |      |      
|                         |                                                              |                                                  |                                                                                | Depreciation and amortization                                                  |    |              |       |              |      |       | 20.6  |       |       |      | 28.1   |   |   |              |      |       |      |      | 48.7  |  
|                         |                                                              |                                                  |                                                                                | Equity in earnings of unconsolidated joint
ventures, net of dividends received |    |              |       |              |      |       | (1.5  | )     |       |      | (.4    | ) |   |              |      |       |      |      | (1.9  | )
|                         |                                                              |                                                  |                                                                                | Non-cash stock compensation                                                    |    |              |       |              |      |       | 14.3  |       |       |      |        |   |   |              |      |       |      |      | 14.3  |  
|                         |                                                              |                                                  |                                                                                | Equity in net income of subsidiaries                                           |    |              | (57.0 | )            |      |       |       |       |       |      |        |   |   |              | 57.0 |       |      |      |      |  
|                         |                                                              |                                                  |                                                                                | Other                                                                          |    |              |       |              |      |       |      |       |       |      | (.1    | ) |   |              |      |       |      |      | (.1   | )
|                         |                                                              |                                                  |                                                                                | Changes in assets and liabilities:                                             |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |      |      |       |  
|                         |                                                              |                                                  |                                                                                | Accounts receivable                                                            |    |              | .2    |              |      |       | (2.4  | )     |       |      | (69.1  | ) |   |              |      |       |      |      | (71.3 | )
|                         |                                                              |                                                  |                                                                                | Inventories                                                                    |    |              |       |              |      |       | (35.0 | )     |       |      | (18.0  | ) |   |              |      |       |      |      | (53.0 | )
|                         |                                                              |                                                  |                                                                                | Accounts payable                                                               |    |              |       |              |      |       | 33.3  |       |       |      | 6.0    |   |   |              |      |       |      |      | 39.3  |  
|                         |                                                              |                                                  |                                                                                | Other accrued liabilities and taxes                                            |    |              |       |              |      |       | 63.0  |       |       |      | (102.7 | ) |   |              |      |       |      |      | (39.7 | )
|                         |                                                              |                                                  |                                                                                | Post-retirement benefits                                                       |    |              |       |              |      |       | 12.4  |       |       |      | (1.2   | ) |   |              |      |       |      |      | 11.2  |  
|                         |                                                              |                                                  |                                                                                | Other assets                                                                   |    |              |       |              |      |       | (76.5 | )     |       |      | 49.6   |   |   |              |      |       |      |      | (26.9 | )
|                         |                                                              |                                                  |                                                                                | Other long-term liabilities                                                    |    |              |       |              |      |       | 13.9  |       |       |      | 3.9    |   |   |              |      |       |      |      | 17.8  |  
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         |                                                              | Net cash provided (used) by
operating activities |                                                                                |                                                                                | .2 |              |       |              | 67.5 |       |       |       | (72.3 | )    |        |   |  |              |      |       | (4.6 | )   
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Investing activities:                                        |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |     
|                         |                                                              |                                                  |                                                                                | Purchase of property, plant and equipment                                      |    |              |       |              |      |       | (10.6 | )     |       |      | (11.6  | ) |   |              |      |       |      |      | (22.2 | )
|                         |                                                              |                                                  |                                                                                | Investments in affiliated companies and
other businesses                       |    |              |       |              |      |       | (22.0 | )     |       |      |        |   |   |              |      |       |      |      | (22.0 | )
|                         |                                                              |                                                  |                                                                                | Investments in computer software                                               |    |              |       |              |      |       | (4.2  | )     |       |      | (5.9   | ) |   |              |      |       |      |      | (10.1 | )
|                         |                                                              |                                                  |                                                                                | Other                                                                          |    |              |       |              |      |       | 2.5   |       |       |      | 2.3    |   |   |              |      |       |      |      | 4.8   |  
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Net cash used by investing activities                        |                                                  |                                                                                |                                                                               |    |              |       | (34.3        | )    |       |       | (15.2 | )     |      |        |  |   |              |      | (49.5 | )   
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Financing activities:                                        |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |       |     
|                         |                                                              |                                                  |                                                                                | Repayments of long-term debt                                                   |    |              |       |              |      |       | (37.8 | )     |       |      | (.8    | ) |   |              |      |       |      |      | (38.6 | )
|                         |                                                              |                                                  |                                                                                | Net change in revolving credit facilities                                      |    |              |       |              |      |       | 57.5  |       |       |      | 61.6   |   |   |              |      |       |      |      | 119.1 |  
|                         |                                                              |                                                  |                                                                                | Net change in other short-term debt                                            |    |              |       |              |      |       |       |       |       |      | 1.6    |   |   |              |      |       |      |      | 1.6   |  
|                         |                                                              |                                                  |                                                                                | Purchases of treasury stock                                                    |    |              | (68.4 | )            |      |       |       |       |       |      |        |   |   |              |      |       |      |      | (68.4 | )
|                         |                                                              |                                                  |                                                                                | Net change in intercompany accounts                                            |    |              | 33.0  |              |      |       | (72.9 | )     |       |      | 39.9   |   |   |              |      |       |      |      |      |  
|                         |                                                              |                                                  |                                                                                | Proceeds from exercise of stock options                                        |    |              | 34.0  |              |      |       |       |       |       |      |        |   |   |              |      |       |      |      | 34.0  |  
|                         |                                                              |                                                  |                                                                                | Other                                                                          |    |              | 1.5   |              |      |       |       |       |       |      |        |   |   |              |      |       |      |      | 1.5   |  
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Net cash provided (used) by financing activities             |                                                  |                                                                                | .1                                                                             |    |              |       | (53.2        | )    |       |       | 102.3 |       |      |        |  |   |              |      | 49.2  |     
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Effect of exchange rate changes on cash
and cash equivalents |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       | (.8   | )     |      |        |   |   |              |      | (.8   | )   
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Net increase (decrease) in cash and
cash equivalents         |                                                  |                                                                                | .3                                                                             |    |              |       | (20.0        | )    |       |       | 14.0  |       |      |        |  |   |              |      | (5.7  | )   
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Cash and cash equivalents a
beginning of period              |                                                  |                                                                                |                                                                               |    |              |       | 3.1          |      |       |       | 79.0  |       |      |        |  |   |              |      | 82.1  |     
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      
|                         | Cash and cash equivalents at end of period                   |                                                  | $                                                                              | .3                                                                             |    |              | $     | (16.9        | )    |       | $     | 93.0  |       |      | $      |  |   |              | $    | 76.4  |     
|                         |                                                              |                                                  |                                                                                |                                                                                |    |              |       |              |      |       |       |       |       |      |        |   |   |              |      |      

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| |  | Note 9. Supplemental Consolidating Condensed Financial Information (continued)
| |  | ------------------------------------------------------------------------------

CONSOLIDATING CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 2002

|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |         |         | 
|---------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | - | ------ | ----- | ------ | - | ------- | -------- | ------- | - | ------- | ------- | ----- | - | ------ | ------ | -------- | - | ------- | ------- | 
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   | Other   |         |       |   |        |        | Consoli-
|                                               |                                      |                                                      |   | Parent |       |        |   |         |          | Subsid- |   | Elimin- |         | dated
|(Dollars in millions)                          |                                      | Company                                              |   | ASI    |       | iaries |   | ations  |          | Total  
|                                               |                                      |                                                      |   |        |       |        |   |         |          |        
|ASSETS                                         |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|Current assets:                                |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               | Cash and cash equivalents            |                                                      |   |        |       |        | $ | (22.9   | )        |         | $ | 119.5   |         |       |   |        |        |          | $ | 96.6    |        
|                                               | Accounts receivable, net             |                                                      |   |        |       |        |   | 453.3   |          |         |   | 428.1   |         |       |   |        |        |          |   | 881.4   |        
|                                               | Inventories                          |                                                      |   |        |       |        |   | 353.9   |          |         |   | 416.8   |         |       |   |        |        |          |   | 770.7   |        
|                                               | Other current assets                 |                                                      |   |        |       |        |   | 178.9   |          |         |   | 86.8    |         |       |   |        |        |          |   | 265.7   |        
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total current assets                                 |   |        |       |        |   |         | 963.2    |         |   |         | 1,051.2 |       |   |        |        |          |   |         | 2,014.4 | 
|                                               | Facilities, net                      |                                                      |   |        |       |        |   | 575.2   |          |         |   | 854.9   |         |       |   |        |        |          |   | 1,430.1 |        
|                                               | Goodwill, net                        |                                                      |   |        |       |        |   | 133.0   |          |         |   | 879.8   |         |       |   |        |        |          |   | 1,012.8 |        
|                                               | Investment in subsidiaries           |                                                      | $ | 860.2  |       |        |   |        |          |         |   |        |         |       | $ | (860.2 | )      |          |   |        |        
|                                               | Other assets                         |                                                      |   |        |       |        |   | 624.2   |          |         |   | 62.3    |         |       |   |        |        |          |   | 686.5   |        
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total assets                                         |   | $      | 860.2 |        |   | $       | 2,295.6  |         |   | $       | 2,848.2 |       |   | $      | (860.2 | )        |   | $       | 5,143.8 | 
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|LIABILITIES AND SHAREHOLDERS
(DEFICIT) EQUITY |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|Current liabilities:                           |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               | Loans payable to banks               |                                                      |   |        |       |        |   |         |          |         | $ | 36.3    |         |       |   |        |        |          | $ | 36.3    |        
|                                               | Current maturities of long-term debt |                                                      |   |        |       |        | $ | 2.4     |          |         |   | 2.1     |         |       |   |        |        |          |   | 4.5     |        
|                                               | Other current liabilities            |                                                      |   |        |       |        |   | 836.4   |          |         |   | 788.4   |         |       |   |        |        |          |   | 1,624.8 |        
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total current liabilities                            |   |        |       |        |   |         | 838.8    |         |   |         | 826.8   |       |   |        |        |          |   |         | 1,665.6 | 
|                                               | Long-term debt                       |                                                      |   |        |       |        |   | 1,864.2 |          |         |   | 54.2    |         |       |   |        |        |          |   | 1,918.4 |        
|                                               | Reserve for post-retirement benefits |                                                      |   |        |       |        |   | 347.0   |          |         |   | 276.3   |         |       |   |        |        |          |   | 623.3   |        
|                                               | Intercompany accounts, net           |                                                      | $ | 630.4  |       |        |   | 232.0   |          |         |   | (862.4  | )       |       |   |        |        |          |   |        |        
|                                               | Other long-term liabilities          |                                                      |   |        |       |        |   | 400.3   |          |         |   | 306.4   |         |       |   |        |        |          |   | 706.7   |        
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total liabilities                                    |   |        | 630.4 |        |   |         | 3,682.3  |         |   |         | 601.3   |       |   | $      |       |          |   |         | 4,914.0 | 
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total shareholders equity (deficit)                 |   |        | 229.8 |        |   |         | (1,386.7 | )       |   |         | 2,246.9 |       |   |        | (860.2 | )        |   |         | 229.8   | 
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        
|                                               |                                      | Total liabilities and shareholders equity (deficit) |   | $      | 860.2 |        |   | $       | 2,295.6  |         |   | $       | 2,848.2 |       |   | $      | (860.2 | )        |   | $       | 5,143.8 | 
|                                               |                                      |                                                      |   |        |       |        |   |         |          |         |   |         |         |       |   |        |        |          |   |        

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Note 10. Segment Data

Summary Segment and Income Statement Data
Dollars in millions
(Unaudited)

|                                                      |                                       |                      |       |                    |         |      |       |         |         | 
|----------------------------------------------------- | ------------------------------------- | -------------------- | ----- | ------------------ | ------- | ---- | ----- | ------- | ------- | 
|                                                      |                                       |                      |       | Three Months Ended
|                                                      |                                       |                      |       | March 31,         
|                                                      |                                       |                      |       |                   
|                                                      |                                       |                      |       | 2003               |         | 2002
|                                                      |                                       |                      |       |                    |         |     
|Sales:                                                |                                       |                      |       |                    |         |      |       |        
|                                                      | Air Conditioning Systems and Services |                      | $     | 1,083.7            |         |      | $     | 1,048.3 |        
|                                                      | Bath and Kitchen                      |                      |       | 542.9              |         |      |       | 468.6   |        
|                                                      | Vehicle Control Systems               |                      |       | 324.0              |         |      |       | 245.0   |        
|                                                      |                                       |                      |       |                    |         |      |       |        
|                                                      |                                       | Total sales          |       | $                  | 1,950.6 |      |       | $       | 1,761.9 | 
|                                                      |                                       |                      |       |                    |         |      |       |        
|Segment income:                                       |                                       |                      |       |                    |         |      |       |        
|                                                      | Air Conditioning Systems and Services |                      | $     | 83.0               |         |      | $     | 82.2    |        
|                                                      | Bath and Kitchen                      |                      |       | 35.1               |         |      |       | 38.9    |        
|                                                      | Vehicle Control Systems               |                      |       | 46.7               |         |      |       | 33.5    |        
|                                                      |                                       |                      |       |                    |         |      |       |        
|                                                      |                                       | Total segment income |       |                    | 164.8   |      |       |         | 154.6   | 
|Equity in net income of unconsolidated
joint ventures |                                       |                      | 4.5   |                    |         |      | 5.5   |        
|                                                      |                                       |                      |       |                    |         |      |       |        
|                                                      |                                       |                      | 169.3 |                    |         |      | 160.1 |        
|Interest expense                                      |                                       |                      | (30.2 | )                  |         |      | (33.4 | )      
|Corporate and other expenses                          |                                       |                      | (46.6 | )                  |         |      | (41.2 | )      
|                                                      |                                       |                      |       |                    |         |      |       |        
|Income before income taxes                            |                                       | $                    | 92.5  |                    |         | $    | 85.5  |        
|                                                      |                                       |                      |       |                    |         |      |       |        

For a comparative analysis of this Summary Segment and Income Statement
Data, see Managements Discussion and Analysis of Financial Position and
Results of Operations on the following pages.

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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the First Quarter of 2003 Compared with the First
Quarter of 2002

The following discussion and analysis addresses year-to-year changes in
the line items shown in the Segment and Income Statement Data in Note 10 of
Notes to Financial Statements.

Sales in the first quarter of 2002 were $1.951 billion, an increase of
11% (5% excluding favorable foreign exchange effects) from $1.762 billion in
the first quarter of 2002. Sales increased 3% for Air Conditioning Systems
and Services, 16% for Bath and Kitchen and 32% for Vehicle Control Systems.

Segment income was $164.8 million for the first quarter of 2003, an
increase of 7% (flat excluding favorable foreign exchange effects) from $154.6
million in the first quarter of 2002. Segment income increased 1% for Air
Conditioning Systems and Services and 39% for Vehicle Control Systems, but
declined 10% for Bath and Kitchen.

Sales of Air Conditioning Systems and Services increased $36 million, or
3% (2% excluding favorable foreign exchange effects) to $1.084 billion for the
first quarter of 2003 from $1.048 billion for the first quarter of 2002. This
increase resulted primarily from continued strength in residential product
sales and improvements in international markets, offset partly by the effects
of a significant decline in the North American commercial unitary equipment
market. Commercial equipment sales, which account for about half of the air
conditioning segment sales, continued to feel the effects of a difficult
economic environment, and were down 2% in the quarter. Commercial unitary
equipment sales decreased 8%, while commercial applied equipment sales
increased 6%. Our overall share remained stable in these commercial markets
which remain weak and price competitive. We believe non-residential new
building construction in the U.S. declined 10% in the first quarter of 2003,
following drops of 10% and 13% in the fourth and third quarters of 2002,
respectively. In North America, school and health care markets continued to
show strength while manufacturing and office building markets are severely
depressed. The decline in commercial equipment sales was partly offset by
growth in the U.S. parts, service and solutions business, which grew 5%. That
growth was slightly below our long-term expectations for that part of our
business and we believe this indicates that customers continue to defer
maintenance or perform maintenance themselves, and are reluctant to enter into
long-term services agreements. Sales outside the U.S., which are
substantially commercial, improved 17% (11% in local currencies), led by
strong growth in Asia which was up 20% (17% in local currencies) and Latin
America which was up 3% (20% in local currencies), and an increase in Europe
of 27% (3% in local currencies). Residential sales in the U.S. increased 12%,
benefiting from our strong dealer network, the successful introduction of new,
high-efficiency products, and growth in the marketing arrangement with Home
Depot through which certain central residential heating and air conditioning
systems are offered. Our high-efficiency product line is well positioned to
capitalize on increased demand for such products as consumers are increasingly
aware of energy costs as oil and gas prices have risen.

Segment income of Air Conditioning Systems and Services increased 1% (3%
excluding foreign exchange effects) to $83 million in the first quarter of
2003 from $82.2 million in the first quarter of 2002. Margins were 7.7% in
the first quarter of 2003, compared with 7.8% for the first quarter of 2002.
Excluding foreign exchange effects, margins increased 10 basis points. The
segment income increase was primarily attributable to volume growth in the
residential business

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and a favorable shift in customer demand to higher-capacity, higher-efficiency
products with higher margins. Those gains were offset partly by the effects
of price and mix declines for the commercial business  lower volumes of
high-margin commercial equipment sales and higher volumes of lower-margin
parts, services and solutions. The benefits of materials management and Six
Sigma productivity initiatives essentially offset cost escalations and
investments in new product initiatives.

Sales of Bath and Kitchen increased 16% (7% excluding favorable foreign
exchange effects) to $542.9 million in the first quarter of 2003, from $468.6
million in the first quarter of 2002. The increase was the result of gains in
the Americas, Europe and Asia. Sales in the Americas increased 9% (10% in
local currencies), which followed a 17% increase (18% in local currencies) in
the fourth quarter of 2002 and came on top of 11% growth in the first quarter
of 2002. This growth in the Americas was led by the expanded faucet business
and continued strength of our programs at Home Depot and Lowes, including the
successful launch of the Sottini product line in 450 Lowes stores, and solid
demand in replacement and home improvement markets. In Europe, where our
business is larger, sales increased 22% (3% excluding favorable foreign
exchange effects). We remain focused on capitalizing on our strong brands in
Europe, and we were able to gain market share in a difficult economic and
consumer spending environment. In Asia, sales increased 17% (14% in local
currencies), off a small but growing base. The residential new construction
market continues to be strong in China.

Segment income of Bath and Kitchen decreased 10% (21% excluding favorable
foreign exchange effects) to $35.1 million for the first quarter of 2003 from
$38.9 million for the 2002 first quarter. Margins decreased to 6.5% in the
first quarter of 2003 from 8.3% in the first quarter of 2002. Excluding
foreign exchange effects, margins decreased 220 basis points. Results
continued to be affected by operational issues identified in the second
quarter of 2002 in a U.S. plant and its associated distribution centers, as
well as at a plant in France. We have made improvements in those areas, and
expect completion in the next quarter. Volume growth was offset by the
adverse effects of lower price and poorer mix, with a negative impact on
margins. We continued to make progress in our productivity through materials
management and Six Sigma initiatives which offset cost escalations, including
a significant increase in energy costs, and the impact of the operational
issues. We also continue to make investments in new marketing programs and
new product suites which are benefiting our sales growth, enhancing our
product offerings and improving our market position. Segment income was down
in the Americas, up slightly in Europe (down excluding favorable foreign
exchange effects) and essentially flat in Asia.

Sales of Vehicle Control Systems for the first quarter of 2003 were
$324.0 million, an increase of 32% (12% excluding the favorable effects of
foreign exchange) from $245.0 million in the first quarter of 2002, primarily
because of increased content per vehicle, technology globalization and
penetration into new segments of the market. Sales in Europe, our largest
market, increased 34% (9% in local currencies), excluding sales to the North
American marketing joint venture, outperforming European truck and bus
production, which we believe grew an estimated 8%. Sales increased at
double-digit rates in North America, Asia and Latin America. Our sales
outperformed the heavy vehicle manufacturing markets in each of those
geographic areas.

Segment income for Vehicle Control Systems for the first quarter of 2003
increased 39% (18% excluding favorable foreign exchange effects) to $46.7
million from $33.5 million in the first quarter of 2002. Margins increased
from 13.7% in the first quarter of 2002 to 14.4% in the first

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quarter of 2003. This primarily reflected higher volume in Western Europe.
Savings from materials management and Six Sigma initiatives offset cost
escalations.

Other Summary Segment and Income Data Items

Equity in net income of unconsolidated joint ventures decreased to $4.5
million in the first quarter of 2003 from $5.5 million in the first quarter of
2002. The decrease primarily resulted from the dissolution of a joint venture
with TransAmerica in the U.S. that was replaced with a new receivables
securitization program.

Interest expense decreased $3.2 million in the first quarter of 2003
compared with the first quarter of 2002 primarily due to lower average debt
balances.

Corporate and other expenses in the first quarter of 2003 increased $5.4
million from the first quarter of 2002 primarily reflecting higher pension,
medical and other insurance costs, and increased minority interest expense.
Corporate and other expenses, shown in the Segment and Income Statement Data
table in Note 10 of Notes to Financial Statements, primarily include some of
the expenses classified as selling and administrative expenses in the
Unaudited Statement of Income on page 2. Corporate and other expenses also
include certain items classified in Other expense (income) in the Unaudited
Statement of Income. Period-to-period changes in the significant components
of Other expense (income) are explained by the comments in this paragraph on
corporate expenses, and in the first paragraph of this section on equity in
net income of unconsolidated joint ventures.

The income tax provision for the first quarter of 2003 was $28.7 million,
or 31% of pre-tax income, compared with a provision of $28.5 million, or 33.3%
of pre-tax income in the first quarter of 2002. The effective income tax rate
of 31% is the estimated effective rate for the year 2003 and is lower than the
rate in 2002 primarily because of a more efficient tax structure.

Liquidity and Capital Resources

Net cash provided by operating activities was $39.4 million for the first
quarter of 2003, compared with net cash used of $4.6 million for the same
period of 2002. The $44.0 million increase resulted primarily because the
first quarter of 2002 included a $55 million payment of a German tax
settlement, and because of a refund of taxes in the first quarter of 2003.
Other factors contributing to the increase were higher net income and higher
depreciation and amortization. All of these favorable factors were partly
offset by higher net working capital usage (accounts receivable, inventories
and accounts payable). Accounts receivable increased more in the first
quarter of 2003 than in the first quarter of 2002, primarily reflecting
slightly slower payments by customers, as the average number of days sales
outstanding increased by 2.5 days. Inventories increased in the first quarter
of both years, reflecting the normal seasonal pattern, but the increase in
2003 was higher than in 2002, primarily reflecting growth and a build-up of
residential air conditioning products in anticipation of an expected increase
in demand for the summer cooling season. Accounts payable increased more in
2003 than in 2002, primarily reflecting growth in the business and inventory
build-up.

In investing activities, the Company made capital expenditures of $39.6
million for the first quarter of 2003, including $10.3 million of investments
in affiliated companies and other businesses. This compared with capital
expenditures of $44.2 million in the 2002 first quarter, including $22.0
million of investments in affiliated companies and other businesses. The

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Company also invested $11.2 million in computer software in the first quarter
of 2003, compared with $10.1 million in the 2002 period.

The excess of cash used by investing activities over cash provided by
operating activities totaling $11.1 million was funded by net cash provided by
financing activities in 2003 of $56.0 million. Financing activities consisted
principally of net borrowings of $108.1 million, proceeds realized from the
exercise of stock options and other miscellaneous transactions, partly offset
by purchases of approximately 1.1 million shares of the Companys common stock
for $76.0 million pursuant to the Companys share repurchase program. In the
first quarter of 2002, cash used by investing activities and operating
activities totaling $54.1 million was funded by net cash provided by financing
activities in 2002 of $49.5 million and the use of cash on hand. Financing
activities consisted of net borrowings of $82.1 million and proceeds realized
from the exercise of stock options of $34.0 million, partly offset by
purchases of approximately 1.1 million shares of the Companys common stock
for $68.4 million pursuant to the Companys share repurchase program.

The Company redeemed its 7 1/8% Senior Notes on their due date, February
15, 2003, for $129.5 million, including accrued interest. Those notes were
classified as long-term debt as of December 31, 2002 because the Company had
the ability and the intent to fund their redemption with borrowings under the
five-year facility.

In January 2003, a European subsidiary of the Company issued 30 million
($31 million) of 7.59% Guaranteed Senior Bonds due 2013 in a private placement
as part of some changes in the financial structure and organization of its
European subsidiaries. The bonds are guaranteed by the Company. The proceeds
were used to repay borrowings under bank credit agreements.

On January 8, 2002, the company redeemed all of the 9 1/4% Sinking Fund
Debentures, at a redemption price 102.313% of the face amount of the bonds
plus unpaid interest up to the redemption date. The total redemption cost of
$38.7 million was funded with lower-cost borrowings under the Companys bank
credit agreements

The Company has two primary bank credit agreements. The agreements
provide the Company with senior unsecured revolving credit facilities
aggregating $1.15 billion as follows: (a) a five-year, $1 billion
multi-currency facility which expires in 2006 and (b) a 364-day U.S. dollar
facility that was amended and restated on November 5, 2002 in the amount of
$150 million with an expiration date of November 4, 2003. The 364-day
facility has an option to renew for an additional 364 days. The Company also
has a Euro-denominated, 364-day bank credit agreement of approximately $43
million (at March 31, 2003 exchange rates) of which $32 million was utilized
as of March 31, 2003. Debt outstanding under that agreement was classified as
long-term debt in the balance sheet as of December 31, 2002, because the
Company had the ability and the intent to renew it or to refinance it with
borrowings under the five-year facility.

The primary credit agreements contain various covenants that limit, among
other things, indebtedness, liens, sale and leaseback transactions, subsidiary
indebtedness including preferred stock, mergers, consolidations, dissolutions
and asset sales, investments or acquisitions, dividends and redemptions of
capital stock, loans and advances, and certain other business activities. The
covenants also require the Company to meet certain financial tests: ratio of
consolidated debt to EBITDA (Earnings before Interest, Taxes, Depreciation and
Amortization), and consolidated free cash flow to interest expense. The
Company is currently in compliance with the covenants contained in the credit
agreements.

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At March 31, 2003, the Company had borrowings of $667 million outstanding
under its primary bank credit agreements. There was $378 million available
under those agreements after reduction for borrowings and for $105 million of
letters of credit usage. The Company has $28 million available under other
bank credit facilities after reduction for borrowings of $32 million and
letters of credit usage of $6 million. In addition, the Company had $197
million available at March 31, 2003, under overdraft facilities that can be
withdrawn by the banks at any time.

The Company believes that the amounts available from operating cash
flows, funds available under its credit agreements and future borrowings under
the remaining $540 million of a $1 billion shelf registration statement filed
with the Securities and Exchange Commission in 1998 will be sufficient to meet
its expected operating needs and planned capital expenditures for the
foreseeable future.

As described in Note 4 of Notes to Financial Statements in Part I of this
Form 10-Q, in January 2002 the Company settled all issues of its proceedings
with German tax authorities for the years 1984 through 1994 for a current cash
payment of approximately $55 million plus $30 million previously deposited in
escrow. Since the Company previously had provided adequate reserves for all
issues, the settlement had no impact on results of operations.

The Company employs several means to manage its liquidity and is not
dependent upon any one source of funding. In addition to funds available from
operating cash flows, bank credit agreements and the public debt and equity
markets, the Company uses two principal off-balance sheet techniques:
operating leases and receivables financing. Operating leases are employed as
an alternative to purchasing certain property, plant and equipment. Future
rental commitments under all non-cancelable leases have not changed
significantly from the amounts disclosed in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002. To reduce its borrowing cost,
during 2002 the Company established new accounts receivable financing
facilities in Europe and the U.S., and terminated a previously existing
arrangement in the U.S. The amounts of receivables sold under these
securitization programs have not changed significantly from the amounts
disclosed in the Companys Annual Report on Form 10-K for the year ended
December 31, 2002.

Disclosure Regarding Forward Looking Statements

Certain of the statements contained in this report (other than the
historical financial data and other statements of historical fact), including,
without limitation, statements as to managements expectations and belief, are
forward-looking statements. Forward-looking statements are made based upon
managements good faith 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 such expectations or that the
effect of future developments on the Company will be those anticipated by
management. 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 in
connection with a discussion of future operating or financial performance.
This Report on Form 10-Q includes important information as to risk factors in
the section titled Managements Discussion and Analysis of Financial
Condition and Results of Operations. Many important factors could cause
actual results, for a given quarter or year, to differ materially from
managements expectations, including:

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| |  | the level of construction activity in the Companys Air Conditioning
Systems and Services and Bath and Kitchen markets and the level of
truck and bus production in the Companys Vehicle Control Systems
markets;                                                                                           
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the extent to which the Company will be able to realize the
estimated savings from Materials Management and Six Sigma initiatives;                                                                                                                                                                            
| 
| |  | unpredictable difficulties or delays in the development of new
product technology;                                                                                                                                                                                                                            
| 
| |  | changes in U.S. or international economic conditions, such as
inflation, interest rate fluctuations, foreign exchange rate
fluctuations or recessions in the Companys markets;                                                                                                                               
| 
| |  | pricing changes to the Companys supplies or products or those of
its competitors, and other competitive pressures on pricing and sales;                                                                                                                                                                      
| 
| |  | increased difficulties in obtaining a consistent supply of other
basic materials like aluminum, copper, clays, electronics and natural
gas at stable pricing levels;                                                                                                                                          
| 
| |  | labor relations; integration of acquired businesses;                                                                                                                                                                                                                                                          
| 
| |  | difficulties in obtaining or retaining the management and other
human resource competencies that the Company needs to achieve its
business objectives;                                                                                                                                                        
| 
| |  | the ability of the Company to effectively and timely implement
remedial programs to overcome operational issues in Bath and Kitchens
U.S. and French operations;                                                                                                                                             
| 
| |  | the impact on the Company or a segment from the loss of a customer
or a few customers;                                                                                                                                                                                                                        
| 
| |  | risks generally relating to the Companys international operations,
including governmental, regulatory or political changes;                                                                                                                                                                                  
| 
| |  | changes in environmental, health or other regulations that may
affect one or more of the Companys products or potential products;                                                                                                                                                                            
| 
| |  | significant changes in the number of future asbestos claims,
significant changes in the cost to defend and resolve such claims,
changes in the law and procedures relating to claims, changes in the
financial viability of insurance carriers and defendants and
changes in other assumptions of the Company;
| 
| |  | changes in laws or different interpretations of laws that may affect
the Companys expected effective tax rate for 2003;                                                                                                                                                                                      
| 
| |  | transactions or other events affecting the need for, timing and
extent of the Companys capital expenditures;                                                                                                                                                                                                 
| 
| |  | the extent of and the costs at which the Company effects repurchases of its common stock; and                                                                                                                                                                                                                 
| 
| |  | the extent to which the Company plans to reduce outstanding debt.                                                                                                                                                                                                                                             

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the disclosure on this matter made in
the Companys Annual Report on Form 10-K for the year ended December 31, 2002.




Item 4. Controls and Procedures

The Company has established a Disclosure Controls Committee that assists
the Chief Executive Officer and Chief Financial Officer in their evaluation of
the Companys disclosure controls and procedures. Our Chief Executive Officer
and Chief Financial Officer have concluded, based on their evaluation within
90 days of the filing date of this report, that our disclosure controls and
procedures, as defined in the Securities Exchange Act of 1934, Rule 13a-14(c),
are effective. There have been no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the previously mentioned evaluation.

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PART II. OTHER INFORMATION




Item 1. Legal Proceedings

Over the years, the Company has been named as a defendant in numerous
lawsuits alleging various asbestos-related personal injury claims arising
primarily from sales of low-risk-profile products, such as boilers and brake
shoes. The Company believes it has ample insurance coverage and has never
received an unfavorable court judgment.

The Company has recorded both its estimated liability for asbestos claims
and its probable recovery from insurance carriers and other
indemnifiers for
such claims separately on its balance sheet. The amount of the recorded
liability is based on the Companys assessment of current claims, the status
of ongoing litigation, defense strategies, settlement initiatives and past
experience. The Companys analysis of insurance coverage and recoveries from
other indemnifiers includes the insurers financial strength, the insurance
payments made to date, stated deductibles and the advice of insurance coverage
counsel. While the Company has substantial insurance coverage for future
claims, additional developments may occur that could affect the Companys
estimate of asbestos liabilities and recoveries. No liability has been
recorded for unknown asbestos claims and the Company can not reasonably
estimate the number of future claims and the cost of disposing such claims,
however, the Company believes that it is not reasonably possible that a net
loss material to the liquidity and financial condition of the Company has been
incurred in excess of the amounts recorded.




Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits.

| |  |                                                                                                                   
| |  | ------------------------------------------------------------------------------------------------------------------
| |  | The exhibits listed on the accompanying Index to Exhibits are filed
as part of this quarterly report on Form 10-Q.

(b)  Reports on Form 8-K:

| |  |                                                                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | During the quarter ended March 31, 2003, the Company filed a Current
Report on Form 8-K containing, as an exhibit, a press release
pertaining to the financial results of the Company for the quarter
and year ended December 31, 2002.

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SIGNATURE

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

| |  |                                                             
| |  | ------------------------------------------------------------
| |  | AMERICAN STANDARD COMPANIES INC                             
| |  |                                                             
| |  | /s/ Richard S. Paradise                                     
| |  |                                                             
| |  | Vice President and Controller
(Principal Accounting Officer)

May 1, 2003




CERTIFICATIONS

I, Frederic M. Poses, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of American
Standard Companies Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for the periods presented in this
quarterly report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent functions):

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| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 1, 2003

|    |  |                                           |  | 
|--- |  | ----------------------------------------- |  | 
|By: |  | /s/ Frederic M. Poses                     |  | 
|    |  |                                           |  | 
|    |  | Frederic M. Poses
Chief Executive Officer |  | 

I, G. Peter DAloia, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of American
Standard Companies Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for the periods presented in this
quarterly report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

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5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent functions):

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 1, 2003

|    |  |                                                                 |  | 
|--- |  | --------------------------------------------------------------- |  | 
|By: |  | /s/ G. Peter DAloia                                            |  | 
|    |  |                                                                 |  | 
|    |  | G. Peter DAloia
Sr. Vice President and Chief Financial Officer |  | 

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AMERICAN STANDARD COMPANIES INC.




INDEX TO EXHIBITS

(The File Number of the Registrant, American Standard Companies Inc. is 1-11415)

|            |  |                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                         
|            |  |                                                                                                                                                     
|(12)        |  | Ratio of Earnings to Fixed Charges                                                                                                                  
|(99.1)      |  | Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|(99.2)      |  | Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

26