Armstrong 10Q 2006 Q1 Quarterly report

UNITED STATES

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, 2006

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

For the transition period from to

ARMSTRONG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

000-50408

23-3033414

(State or other jurisdiction of

incorporation or organization)

Commission file

number

(I.R.S. Employer

Identification No.)


P. O. Box 3001, Lancaster, Pennsylvania		17604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (717) 397-0611

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

Number of shares of Armstrong Holdings, Inc.’s common stock outstanding as of April 19, 2006 – 40,664,461

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

1-2116

23-0366390

(State or other jurisdiction of

incorporation or organization)

Commission file

number

(I.R.S. Employer

Identification No.)


P. O. Box 3001, Lancaster, Pennsylvania		17604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (717) 397-0611

Armstrong World Industries, Inc. meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore participating in the filing of this form in the reduced disclosure format permitted by such Instructions.

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

TABLE OF CONTENTS


SECTION		PAGES
Uncertainties Affecting Forward-Looking Statements		4-5

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements
	Armstrong Holdings, Inc., and Subsidiaries	6-31
	Report of Independent Registered Public Accounting Firm	32
	Armstrong World Industries, Inc., and Subsidiaries	33-59

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60-71

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	72

Item 4.	Controls and Procedures	72

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	73

Item 1A.	Risk Factors	73

Item 6.	Exhibits	74-80

Signatures		81

Uncertainties Affecting Forward-Looking Statements

Our disclosures here and in other public documents and comments sometimes contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Those statements provide our future expectations or forecasts, and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” etc. in discussions of future operating or financial performance or the outcome of contingencies such as liabilities or legal proceedings.

Any of our forward-looking statements may turn out to be wrong. Actual future results may differ materially. Forward-looking statements involve risks and uncertainties (such as those discussed in the Risk Factors section below) because they relate to events and depend on circumstances that may or may not occur in the future. We undertake no obligation to update any forward-looking statement.

Risk Factors

Our business, operations and financial condition are subject to various risks. You should take them into account in evaluating any investment decision involving Armstrong. It is not possible to predict or identify all factors that could cause actual results to differ materially from expected and historical results. The following discussion is a summary of what we believe to be our most significant risk factors and is not a complete list of all risks and uncertainties that might affect our future results. Related disclosures in subsequent 10-K, 10-Q and 8-K reports should also be consulted.

We try to reduce both the likelihood that these risks will affect our businesses and the damage they could have if they do occur. But, no matter how accurate our foresight, how well we evaluate risks, and how effective we are at mitigating them, it is still possible that one of these problems or some other issue could have serious consequences for us. See related discussions in this document and our other SEC filings for more details.

Asbestos and Chapter 11

Asbestos personal injury claims are our biggest risk. Our balance sheet currently reflects an implied asbestos liability for AWI that results in negative equity for the company. The size of our asbestos liability has not been finally determined in our Chapter 11 reorganization case. It could end up being substantially larger or smaller than the amount currently shown on our balance sheet. Even if that liability should be substantially reduced (for example by federal legislation), the company may still have negative equity. Consequently an investment in Armstrong’s stock during our Chapter 11 case is highly uncertain and speculative. See the discussions of our Chapter 11 case and of proposed asbestos legislation in this document and in past SEC filings for details.

Claims, Litigation and Regulatory Actions

While we strive to ensure that our products comply with applicable government regulatory standards and internal requirements, and that our products perform effectively and safely, customers from time to time could claim that our products do not meet contractual requirements, and users could be harmed by use or misuse of our products. This could give rise to breach of contract, warranty or recall claims, or claims for negligence, product liability, strict liability, personal injury or property damage. The building materials industry has been subject to claims relating to silicates, mold, PVC, formaldehyde, toxic fumes, fire-retardant properties and other issues, as well as for incidents of catastrophic loss, such as building fires. Product liability insurance coverage may not be available or adequate in all circumstances. In addition, claims may arise related to patent infringement, environmental liabilities, distributor terminations, commercial contracts, antitrust or competition law, employment law and employee benefits issues, and other regulatory matters. While we have in place processes and policies to mitigate these risks and to investigate and address such claims as they arise, we cannot predict the costs to defend or resolve such claims.

Construction activity variability and the size of our market opportunity

Our businesses have greater sales opportunities when construction activity is strong and, conversely, have fewer opportunities when such activity declines. Construction activity tends to increase when economies are strong, interest rates are favorable, government spending is strong, and consumers are confident. Since most of our sales are in the U.S., its economy is the most important for our business, but conditions in Europe and Asia also are relevant.

Raw materials and sourced product issues

The cost and availability of raw materials, packaging materials and energy are critical to our operations. For example, we use substantial quantities of natural gas, petroleum-based raw materials, hardwood lumber and mineral fiber in our manufacturing operations. The cost of these items has been volatile and availability has sometimes been tight. We source some of these materials from a limited number of suppliers, which increases the risk of unavailability. The impact of increased costs is greatest where our ability to pass along increased costs is limited, whether due to competitive pressures or other factors.

Consumer preference and competition

Our customers consider our products’ pricing, styling and performance, and our customer service when deciding whether to purchase our products. Shifting consumer preference, e.g. from residential vinyl products to other hard-surface flooring, styling preferences or inability to offer new competitive performance features could hurt our sales. These risks are inherent in our highly competitive markets. For certain products, there is excess industry capacity in several geographic markets, which tends to increase competition based on price as well as on other factors. And competition from overseas competitors who have a lower cost structure is a particular threat in some areas, such as our U.S. flooring businesses.

International trade and operations

A significant portion of our products move in international trade, particularly among the U.S., Canada, Europe and Asia. Also, approximately 30% of our annual revenues are from operations outside the U.S. Our international trade is subject to currency exchange fluctuations, trade regulations, import duties, logistics costs and delays and other related risks. In addition, our international business is subject to variable tax rates, credit risks in emerging markets, political risks, and loss of sales to local competitors following currency devaluations in countries where we import products for sale.

Challenges in executing operational restructuring actions

We look for ways to make our operations more efficient and effective. We reduce, move or expand our plants and operations as needed. Each action generally involves substantial planning and capital investment. We can err in planning and executing our actions, which could create risks to our customer service and cause unplanned costs.

Labor contracts

Most of our manufacturing employees are represented by unions and are covered by collective bargaining or similar agreements that must be periodically renegotiated. Although we believe that we will reach new contracts as older ones expire, our negotiations may result in a significant increase in our costs. Failure to reach new contracts could lead to work stoppages, which could have a material adverse effect on our operations.

Dependence on key customers

Some of our businesses are dependent on a few key customers. For example, much of our North America revenue comes from sales to home center retailers, including The Home Depot, Inc. and Lowe’s Companies, Inc. Together these customers accounted for approximately 20% of our consolidated total sales in 2005. We do not have long-term contracts with these customers. The loss of sales to one of these major customers, or changes in our business relationship with them, could have a material adverse impact on our results.

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

Armstrong Holdings, Inc., and Subsidiaries

Condensed Consolidated Statements of Earnings

(amounts in millions, except per share amounts)

Unaudited


	Three Months Ended March 31,
	2006			2005
Net sales	$	876.6		$	840.7
Cost of goods sold		692.8			662.5

Gross profit		183.8			178.2
Selling, general and administrative expenses		144.9			170.4
Restructuring charges, net		2.7			8.2
Equity (earnings) from joint venture		(12.0	)		(8.1	)

Operating income		48.2			7.7
Interest expense (unrecorded contractual interest of $19.1 and $21.5)		1.9			2.2
Other non-operating expense		0.1			—
Other non-operating (income)		(1.2	)		(2.2	)
Chapter 11 reorganization costs, net		0.5			2.0

Earnings before income taxes		46.9			5.7
Income tax expense		18.9			8.7

Net earnings (loss)	$	28.0		$	(3.0	)

Net earnings (loss) per share of common stock:
Basic	$	0.69		$	(0.07	)
Diluted	$	0.69		$	(0.07	)
Average number of common shares outstanding:
Basic		40.6			40.5
Diluted		40.7			40.5

See accompanying notes to condensed consolidated financial statements beginning on page 10.

Armstrong Holdings, Inc., and Subsidiaries

Condensed Consolidated Balance Sheets

(amounts in millions, except share data)


		Unaudited March 31, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents		$	492.2		$	602.2
Accounts and notes receivable, net			404.3			328.8
Inventories, net			551.4			514.5
Deferred income taxes			15.4			15.4
Income tax receivable			18.2			18.2
Other current assets			82.9			82.2

Total current assets			1,564.4			1,561.3
Property, plant and equipment, less accumulated depreciation and amortization of $1,587.5 and $1,562.0, respectively			1,115.6			1,145.3
Insurance receivable for asbestos-related liabilities, noncurrent			88.8			88.8
Prepaid pension costs			487.0			476.9
Investment in affiliates			77.6			67.4
Goodwill, net			134.3			134.2
Other intangibles, net			65.5			68.1
Deferred income taxes, noncurrent			967.4			967.4
Other noncurrent assets			95.6			96.6

Total assets		$	4,596.2		$	4,606.0

Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt		$	16.3		$	14.6
Current installments of long-term debt			4.9			5.4
Accounts payable and accrued expenses			362.3			392.5
Income tax payable			16.5			10.1
Deferred income taxes			0.8			0.8

Total current liabilities			400.8			423.4
Liabilities subject to compromise			4,864.1			4,864.7
Long-term debt, less current installments			20.9			21.5
Postretirement and postemployment benefit liabilities			259.0			258.9
Pension benefit liabilities			222.6			223.7
Other long-term liabilities			80.6			90.0
Deferred income taxes, noncurrent			22.8			21.2
Minority interest in subsidiaries			7.7			7.9

Total noncurrent liabilities			5,477.7			5,487.9
Shareholders’ equity (deficit):
Common stock, $1 par value per share Authorized 200 million shares; issued 51,878,910 shares			51.9			51.9
Capital in excess of par value			167.8			167.7
Reduction for ESOP loan guarantee			(142.2	)		(142.2	)
Accumulated deficit			(878.5	)		(906.5	)
Accumulated other comprehensive income			32.0			37.1
Less common stock in treasury, at cost 2006 and 2005 – 11,214,449 shares			(513.3	)		(513.3	)

Total shareholders’ (deficit)			(1,282.3	)		(1,305.3	)

Total liabilities and shareholders’ equity		$	4,596.2		$	4,606.0
	��

See accompanying notes to condensed consolidated financial statements beginning on page 10.

Armstrong Holdings, Inc., and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(amounts in millions, except per share amounts)

Unaudited


	2006						2005
Common stock, $1 par value:
Balance at beginning of year and March 31	$	51.9					$	51.9

Capital in excess of par value:
Balance at beginning of year	$	167.7					$	167.7
Stock issuances and other		0.1						—

Balance at March 31	$	167.8					$	167.7

Reduction for ESOP loan guarantee:
Balance at beginning of year and March 31	$	(142.2	)				$	(142.2	)

Retained earnings (accumulated deficit):
Balance at beginning of year	$	(906.5	)				$	(1,018.6	)
Net earnings (loss) for period		28.0		$	28.0			(3.0	)	$	(3.0	)

Balance at March 31	$	(878.5	)				$	(1,021.6	)

Accumulated other comprehensive income:
Balance at beginning of year	$	37.1					$	42.8
Foreign currency translation adjustments		0.8						(5.4	)
Derivative gain/(loss), net		(6.0	)					1.4
Minimum pension liability adjustments		0.1						0.8

Total other comprehensive (loss)		(5.1	)		(5.1	)		(3.2	)		(3.2	)

Balance at March 31	$	32.0					$	39.6

Comprehensive income				$	22.9					$	(6.2	)

Less treasury stock at cost:
Balance at beginning of year and March 31	$	(513.3	)				$	(513.3	)

Total shareholders’ (deficit)	$	(1,282.3	)				$	(1,417.9	)

See accompanying notes to condensed consolidated financial statements beginning on page 10.

Armstrong Holdings, Inc., and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(amounts in millions)

Unaudited


	Three Months Ended March 31,
	2006			2005
Cash flows from operating activities:
Net earnings (loss)	$	28.0		$	(3.0	)
Adjustments to reconcile net earnings (loss) to net cash (used for) operating activities:
Depreciation and amortization		34.2			36.4
Deferred income taxes		5.4			(1.4	)
Equity (earnings) from affiliates, net		(12.0	)		(8.4	)
Chapter 11 reorganization costs, net		0.5			2.0
Chapter 11 reorganization costs payments		(4.1	)		(3.4	)
Restructuring charges, net of reversals		2.7			8.2
Restructuring payments		(1.4	)		(12.8	)
Cash effect of hedging activities		3.3			(5.7	)
Increase (decrease) in cash from change in:
Receivables		(74.4	)		(38.7	)
Inventories		(35.4	)		(19.3	)
Other current assets		2.2			(5.0	)
Other noncurrent assets		(13.4	)		(5.5	)
Accounts payable and accrued expenses		(26.8	)		(43.2	)
Income taxes payable		5.8			6.2
Other long-term liabilities		(4.9	)		(3.4	)
Other, net		0.5			(1.5	)

Net cash (used for) operating activities		(89.8	)		(98.5	)

Cash flow from investing activities:
Purchases of property, plant and equipment and computer software		(22.6	)		(26.9	)
Purchase of minority interest		(1.5	)		—
Distributions from equity affiliates		6.0			6.0
Investment in affiliates		(4.3	)		—
Proceeds from the sale of assets		1.5			1.2

Net cash (used for) investing activities		(20.9	)		(19.7	)

Cash flows from financing activities:
Increase in short-term debt, net		1.5			7.7
Payments of long-term debt		(1.3	)		(1.5	)

Net cash provided by financing activities		0.2			6.2

Effect of exchange rate changes on cash and cash equivalents		0.5			(2.3	)

Net (decrease) in cash and cash equivalents		(110.0	)		(114.3	)
Cash and cash equivalents at beginning of year		602.2			515.9

Cash and cash equivalents at end of period	$	492.2		$	401.6

See accompanying notes to condensed consolidated financial statements beginning on page 10.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

NOTE 1. BASIS OF PRESENTATION

Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. Armstrong Holdings, Inc. is a Pennsylvania corporation and the publicly held parent holding company of AWI. Armstrong Holdings, Inc.’s only significant asset and operation is its indirect ownership, through Armstrong Worldwide, Inc. (a Delaware Corporation), of all of the capital stock of AWI. We include separate financial statements for Armstrong Holdings, Inc. and its subsidiaries and AWI and its subsidiaries in this report because both companies have public securities that are registered under the Securities Exchange Act of 1934. The differences between the financial statements of Armstrong Holdings, Inc. and its subsidiaries and AWI and its subsidiaries are primarily due to transactions that occurred in 2000 related to the formation of Armstrong Holdings, Inc. and to employee compensation-related stock activity. Due to the lack of material differences in the financial statements, when we refer in this document to Armstrong Holdings, Inc. and its subsidiaries as “AHI,” “Armstrong,” “we,” and “us,” we are also effectively referring to AWI and its subsidiaries. We use the term “AWI” when we are referring solely to Armstrong World Industries, Inc.

The accounting policies used in preparing these statements are the same as those used in preparing AHI’s consolidated financial statements for the year ended December 31, 2005, which includes the accounts of AHI and its majority-owned subsidiaries. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in AHI’s Form 10-K for the fiscal year ended December 31, 2005. In the opinion of management, all adjustments of a normal recurring nature have been included to provide a fair statement of the results for the reporting periods presented. Quarterly results are not necessarily indicative of annual earnings, primarily due to the different level of sales in each quarter of the year and the possibility of changes in general economic conditions.

These financial statements are prepared in accordance with generally accepted accounting principles and include management estimates and judgments, where appropriate. Management utilizes estimates to record many items including asbestos-related liabilities and insurance assets, allowances for bad debts, inventory obsolescence and lower of cost or market changes, warranty, workers compensation, general liability and environmental claims. When preparing an estimate, management determines the amount based upon considering relevant information. Management may confer with outside parties, including outside counsel. Actual results may differ from these estimates.

Operating results for the first quarter of 2006 and the corresponding period of 2005 included in this report are unaudited. However, these condensed consolidated financial statements have been reviewed by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States) for a limited review of interim financial information.

On January 1, 2006, we adopted FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”). Prior to January 1, 2006, we used the intrinsic value method for stock-based employee compensation. There would have been no effect on net income and earnings per share if AHI had applied the fair value recognition provisions of FAS 123R to share-based employee compensation in the first quarter of 2005. See Note 13 for additional information on FAS 123R.

NOTE 2. CHAPTER 11 REORGANIZATION

Proceedings under Chapter 11

On December 6, 2000, AWI, the major operating subsidiary of AHI, filed a voluntary petition for relief (the “Filing”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to use the court-supervised reorganization process to achieve a resolution of AWI’s asbestos-related liability. Also filing under Chapter 11 were two of AWI’s wholly-owned subsidiaries, Nitram Liquidators, Inc. (“Nitram”) and Desseaux Corporation of North America, Inc. (“Desseaux”). The Chapter 11 cases are being jointly administered under case number 00-4471 (the “Chapter 11 Case”). Shortly after its commencement, the

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

Chapter 11 Case was assigned to Judge Randall J. Newsome. His appointment as a visiting judge in the District of Delaware ended on December 31, 2003. On January 6, 2004, the Chapter 11 Case was reassigned to Judge Judith K. Fitzgerald.

AHI and all of AWI’s other direct and indirect subsidiaries, including Armstrong Wood Products Inc. (formerly Triangle Pacific Corp.), WAVE (AWI’s ceiling grid systems joint venture with Worthington Industries, Inc.), Armstrong Canada, and Armstrong DLW AG, were not a part of the Filing and accordingly, except for any asbestos-related liability that also relates, directly or indirectly, to the pre-Filing activities of AWI, the liabilities, including asbestos-related liability if any, of such companies will not be resolved in AWI’s Chapter 11 Case. See below under “The Asbestos Personal Injury Trust” and Note 15 under “Asbestos-Related Litigation”.

AWI is operating its business and managing its properties as a debtor-in-possession subject to the provisions of the Bankruptcy Code. Pursuant to the provisions of the Bankruptcy Code, AWI is not permitted to pay any claims or obligations which arose prior to the Filing date (prepetition claims) unless specifically authorized by the Bankruptcy Court. Similarly, claimants may not enforce any claims against AWI that arose prior to the date of the Filing unless specifically authorized by the Bankruptcy Court. In addition, as a debtor-in-possession, AWI has the right, subject to the Bankruptcy Court’s approval, to assume or reject any executory contracts and unexpired leases in existence at the date of the Filing. Some of these have been specifically assumed and others have been specifically rejected already in the course of the Chapter 11 Case. In the plan of reorganization which it has proposed, as described below, AWI has indicated the other executory contracts and unexpired leases that it intends to assume or reject upon consummation of the plan; any not specifically assumed under the plan will be rejected upon consummation of the plan. Parties having claims as a result of the rejection of a contract may file claims with the Bankruptcy Court, which will be dealt with as part of the Chapter 11 Case.

Three creditors’ committees, one representing asbestos personal injury claimants (the “Asbestos Personal Injury Claimants’ Committee”), one representing asbestos property damage claimants (the “Asbestos Property Damage Committee”), and the other representing other unsecured creditors (the “Unsecured Creditors’ Committee”), were appointed in the Chapter 11 Case. In addition, an individual was appointed to represent the interests of future asbestos personal injury claimants (the “Future Claimants’ Representative”). In accordance with the provisions of the Bankruptcy Code, these parties have the right to be heard on matters that come before the Bankruptcy Court in the Chapter 11 Case. Upon resolution of all asbestos property damage claims, the Asbestos Property Damage Committee was disbanded.

Plan of Reorganization and Disclosure Statement

On November 4, 2002, AWI filed a Plan of Reorganization with the Bankruptcy Court. Subsequently, AWI filed several amendments to the plan, along with various exhibits. The Fourth Amended Plan of Reorganization, with certain exhibits, was filed on May 23, 2003 and, as so amended and as modified by modifications filed with the Bankruptcy Court on October 17, 2003, November 10, 2003 and December 3, 2004, is referred to in this report as the “POR”. The POR provides for AWI to continue to conduct its existing lines of business with a reorganized capital structure under which, among other things, its existing shares of stock will be cancelled and new common shares and notes will be issued to its unsecured creditors and to a trust, as further discussed below, to be established under the POR for the benefit of AWI’s current and future asbestos-related personal injury claimants, in full satisfaction of their claims against AWI. References in this report to “reorganized Armstrong” are to AWI as it would be reorganized under the POR, and its subsidiaries collectively. The POR excludes AWI’s Nitram and Desseaux subsidiaries, neither of which is material to Armstrong and which are pursuing separate resolutions of their Chapter 11 cases that are expected to result in the winding up of their affairs.

In connection with the vote of creditors on the POR, AWI was required to prepare a disclosure statement concerning its business and the POR, including certain projected financial information assuming an Effective Date of the POR as July 1, 2003, intended to demonstrate to the Bankruptcy Court the feasibility of the POR and AWI’s ability to continue operations upon its emergence from Chapter 11. On May 30, 2003, the Bankruptcy Court approved the disclosure statement for distribution to parties in interest in the

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

Chapter 11 Case. The projected financial information included in the disclosure statement was updated in certain respects by information submitted to the Bankruptcy Court in connection with the Bankruptcy Court’s November 2003 hearing on confirmation of the POR. The projected financial information was prepared for the limited purposes of consideration by the Bankruptcy Court, creditors and other parties in interest in the Chapter 11 Case of matters pertinent to the case. As indicated in the disclosure statement, the projected financial information and various estimates of value therein provided should not be regarded as representations or warranties by AWI, AHI or any other person. There is no assurance that any such projection or valuation will be realized. The projected financial information and estimates of value were prepared by AWI and its financial advisors and have not been audited or reviewed by independent accountants. The projections will not be updated on an ongoing basis. At the time they were prepared in 2003, the projections reflected numerous assumptions concerning reorganized Armstrong’s anticipated future performance and with respect to prevailing and anticipated market and economic conditions, which were and remain beyond our control and which may not materialize. Projections are inherently subject to significant and numerous uncertainties and to a wide variety of significant business, economic and competitive risks and the assumptions underlying the projections may be wrong in a material respect. Actual results have and may vary significantly from those contemplated by the projections.

During 2003, the POR was submitted for a vote by AWI’s creditors for its approval. It was approved by each creditor class that was entitled to vote on the POR except the class of unsecured creditors. On November 17 and 18, 2003, the Bankruptcy Court held a hearing on confirmation of the Plan and on December 19, 2003, issued proposed findings of fact and conclusions of law and a proposed order confirming the POR, notwithstanding the rejection of the POR by the class of unsecured creditors. On December 29, 2003, the Unsecured Creditors’ Committee filed an objection to the Bankruptcy Court’s proposed findings of fact and conclusions of law and the proposed order of confirmation of the POR.

In order for AWI’s plan of reorganization to be confirmed, the U.S. District Court must also issue findings of fact and conclusions of law in support of confirmation of the plan of reorganization, enter or affirm an order confirming the plan of reorganization and issue the “524(g) injunction” (see “Asbestos Personal Injury Trust” below) if it is part of the plan of reorganization. Following procedural delays concerning the status of the prior U.S. District Court judge on AWI’s Chapter 11 Case, the AWI case was assigned to U.S. District Court Judge Eduardo C. Robreno in June 2004. A hearing was held before Judge Robreno on December 15, 2004 to consider the objections to confirmation of the POR. On February 23, 2005, Judge Robreno ruled that the POR could not be confirmed. In the court’s decision, the Judge found that, because the class of unsecured creditors voted to reject the POR, the distribution of warrants to existing equity holders under the POR violated the absolute priority rule.

AWI filed a Notice of Appeal to the United States Court of Appeals for the Third Circuit on March 4, 2005.

Recent Developments and Next Steps in the Chapter 11 Process

On December 29, 2005, the U.S. Court of Appeals affirmed the District Court’s decision to deny confirmation of the POR.

At a status conference before Judge Robreno on February 3, 2006, AWI and the court-authorized representatives of AWI’s creditors and claimants advised the Court that they had agreed on a proposed schedule for a confirmation hearing on a modified POR which would eliminate the provisions regarding distribution of warrants to existing AHI equity holders. AWI filed the modified POR with the Court on February 21, 2006. Under the modified POR, existing AHI equity holders would receive no material distribution and their equity interests would be cancelled. Following the conference, Judge Robreno signed an order that established such a schedule for a U.S. District Court confirmation hearing on the modified POR. The schedule calls for the confirmation hearing to commence on May 23, 2006. At that hearing, the Court will hear testimony and review other evidence relating to the Unsecured Creditors Committee’s objection that the modified POR unfairly discriminates against the unsecured creditors, based on the size of the present and future asbestos liability implied by the modified POR.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

AWI is also monitoring a proposed asbestos claims litigation reform bill in Congress (see the discussion under “Potential Legislation” in Note 15).

AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11.

A description of the basic components of the POR, which remain unchanged in the modified POR, follows.

Asbestos Personal Injury Trust

A principal feature of the POR is the creation of a trust (the “Asbestos PI Trust”), pursuant to section 524(g) of the Bankruptcy Code, for the purpose of addressing AWI’s personal injury (including wrongful death) asbestos-related liability. All present and future asbestos-related personal injury claims against AWI, including contribution claims of co-defendants, arising directly or indirectly out of AWI’s pre-Filing use of or other activities involving asbestos will be channeled to the Asbestos PI Trust.

In accordance with the “524(g) injunction” to be issued if the POR goes into effect various entities would be protected from such present and future AWI asbestos-related personal injury claims. These entities include, among others, reorganized AWI, AHI, AWI’s subsidiaries and other affiliates (as defined in the POR), and their respective officers and directors. Upon emergence from Chapter 11, AWI would not have any responsibility for these claims (including claims against AWI based solely on its ownership of a subsidiary or other affiliate), nor would it participate in their resolution.

In addition, workers’ compensation claims brought against AWI or its subsidiaries or other affiliates would not be channeled to the Asbestos PI Trust and would remain subject to the workers’ compensation process. Workers’ compensation law provides that the employer is responsible for evaluation, medical treatment and lost wages as a result of a job-related injury. Historically, workers’ compensation claims against AWI or its subsidiaries have not been significant in number or amount, and AWI has continued to honor its obligations with respect to such claims during the Chapter 11 Case. Currently, AWI has four pending workers’ compensation claims, and its UK subsidiary has seven employer liability claims involving alleged asbestos exposure.

There also is uncertainty as to proceedings, if any, brought in certain foreign jurisdictions with respect to the effect of the 524(g) injunction in precluding the assertion in such jurisdictions of asbestos-related personal injury claims, proceedings related thereto or the enforcement of judgments rendered in such proceedings.

Management believes neither AWI nor its subsidiaries or other affiliates is subject to asbestos-related personal injury claims that would not be channeled to the Asbestos PI Trust under the POR, which would be material in amount to reorganized Armstrong.

Consideration to Be Distributed under the POR

The Asbestos PI Trust and the holders of allowed unsecured claims would share in the following consideration to be distributed under the POR:

•

AWI’s “Available Cash,” which is defined in the POR as:

•

Cash available on the effective date of the POR after reserving up to $100 million (as determined by AWI) to fund ongoing operations and making provisions for certain required payments under the POR,

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

•

Any cash drawn, at AWI’s sole discretion, under a credit facility to be established as provided by the POR for the purpose of funding distributions under the POR, and

•

Certain insurance proceeds related to environmental matters

However, proceeds received under any private offering of debt securities and/or secured term loan borrowings made, as permitted by the POR, in connection with consummation of the POR, and certain other amounts authorized or directed by the Court, would be excluded from the determination of Available Cash.

•

Plan Notes of AWI as further described below or net cash proceeds from any private offerings of debt securities issued in lieu thereof, and

•

Substantially all of the new common stock of AWI.

The total amount of Plan Notes would be the greater of (i) $1.125 billion less Available Cash and (ii) $775 million. However, AWI would use reasonable efforts to issue one or more private offerings of debt securities on, or as soon as practicable after, the Effective Date. These offerings are expected to yield net proceeds at least equal to the amount of the Plan Notes prescribed by the Plan. If the private offerings are successful, the Plan Notes would not be issued. If the offerings yield proceeds less than the amount of the Plan Notes prescribed by the Plan, Plan Notes equal to the difference will be issued. If only the Plan Notes are issued, reorganized Armstrong expects to issue an aggregate amount of $775 million of Plan Notes. These Plan Notes would consist of (i) a tranche of notes with a seven-year maturity and a fixed interest rate, (ii) a tranche of notes with a ten-year maturity and a fixed interest rate and (iii) a tranche of floating rate notes with a maturity of not less than five years, but no more than ten years, structured in a manner similar to, and as liquid as, marketable bank debt which satisfy the requirements of the POR and are on terms and conditions that are satisfactory to AWI, the Asbestos Personal Injury Claimants’ Committee, and the Future Claimants’ Representative. To the extent Plan Notes of more than one type are issued, a pro rata share of each tranche would be issued to the Asbestos PI Trust and the holders of unsecured claims.

The POR provides that unsecured creditors, other than convenience creditors described below, would receive their pro rata share of:

•

34.43% of the new common stock of reorganized Armstrong,

•

34.43% of the first $1.05 billion of all the cash and Plan Notes to be distributed under the POR to unsecured creditors (other than convenience creditors) and the Asbestos PI Trust, in the form of:

•

Up to $300 million of Available Cash and

•

The balance in principal amount of Plan Notes or in net cash proceeds from any private offerings of debt securities made in lieu of issuing Plan Notes.

•

60% of the next $50 million of Available Cash but, if such Available Cash is less than $50 million, then 60% of the balance in Plan Notes or in net cash proceeds from any private offerings of debt securities made in lieu of issuing Plan Notes, and

•

34.43% of the remaining amount of any Available Cash and any Plan Notes up to the maximum amount of Plan Notes provided to be issued under the POR, or net cash proceeds from any private offerings of debt securities made in lieu of issuing such Plan Notes.

The remaining amount of new common stock of reorganized Armstrong, Available Cash and Plan Notes or net cash proceeds from any private offerings of debt securities made in lieu of issuing Plan Notes would be distributed to the Asbestos PI Trust.

Under the POR, unsecured creditors whose claims (other than claims on debt securities) are less than $10 thousand or who elect to reduce their claims to $10 thousand would be treated as “convenience creditors” and would receive payment of 75% of their allowed claim amount in cash (which payments would reduce the amount of Available Cash).

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

consideration. As discussed above, the POR was modified on February 21, 2006 to delete the provisions for the distribution of warrants to existing equity holders.

Valuation of Consideration to be Distributed under the POR

Based upon many assumptions (see Disclosure Statement discussion above), to calculate the value of consideration to be distributed, AWI used $2.7 billion as the value of reorganized Armstrong. This is the mid-point of the range of estimated values of $2.4 billion and $3.0 billion that was estimated by AWI and its financial advisors during the third quarter of 2003. AWI’s estimated value of the consideration to be distributed under the POR to the Asbestos PI Trust and holders of allowed unsecured claims is:

•

New common stock at $30 a share, which is the approximate mid-point of the range of estimated values of $24.66 and $35.30 per share, assuming a distribution of 56.4 million shares of new common stock to holders of unsecured claims and the Asbestos PI Trust;

•

Plan Notes in the aggregate principal amount of $775 million, that are worth their face value; and

•

Available Cash of approximately $350 million that AWI expects to have.

The total value of the consideration to be distributed to the Asbestos PI Trust, other than rights under asbestos non-product liability insurance policies, has been estimated to be approximately $1.8 billion, and the total value of consideration to be distributed to holders of allowed unsecured claims (other than convenience claims) has been estimated to be approximately $0.9 billion. Based upon the estimated value of the POR consideration, and upon AWI’s estimate that unsecured claims allowed by the Bankruptcy Court (other than convenience claims) would total approximately $1.65 billion, AWI estimated that holders of allowed unsecured claims (other than convenience claims) would receive a recovery having a value equal to approximately 59.5% of their allowed claims.

AHI Dissolution

Upon implementation of the POR, all current stock of AWI would be cancelled and AHI would no longer have any ownership interest in reorganized AWI. Since the POR as modified on February 21, 2006 no longer provides for warrants of reorganized AWI to go to AHI, it is expected that AHI will then have no material assets to be distributed to AHI shareholders, and will dissolve. The POR provides that AWI would pay the costs incurred in connection with administering AHI’s dissolution.

Common Stock and Debt Securities

As a result of AWI filing the Plan of Reorganization on November 4, 2002, the New York Stock Exchange stopped trading on the Exchange of the common stock of AHI (traded under the ticker symbol “ACK”) and two debt securities of AWI (traded under the ticker symbols “AKK” and “ACK 08”). AHI’s common stock resumed trading in the over-the-counter (OTC) Bulletin Board under the ticker symbol “ACKHQ” and one of AWI’s debt securities resumed trading under the ticker symbol “AKKWQ”.

Bar Date for Filing Claims

The Bankruptcy Court established August 31, 2001 as the bar date for all claims against AWI except for asbestos-related personal injury claims and certain other specified claims. A bar date is the date by which claims against AWI must be filed if the claimants wish to participate in any distribution in the Chapter 11 Case. A bar date for asbestos-related personal injury claims (other than claims for contribution, indemnification, or subrogation) was rendered unnecessary under the terms of the POR, which defers the filings of such claims until the Asbestos PI Trust is established to administer such claims.

Approximately 4,900 proofs of claim (including late-filed claims) totaling approximately $6.4 billion, alleging a right to payment from AWI, were filed with the Bankruptcy Court in response to the August 31, 2001 bar date. The disposition of these claims under the POR is discussed below. AWI continues the process of investigating and resolving these claims. The Bankruptcy Court will ultimately determine the claims and related liability amounts that will be allowed as part of the Chapter 11 process if the parties cannot agree.

In its ongoing review of the filed claims, AWI to date has objected to approximately 2,200 claims totaling $2.7 billion. The Bankruptcy Court disallowed these claims with prejudice.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

During the first six months of 2003, AWI settled all of the approximately 460 remaining property damage claims that alleged damages of $800 million, for approximately $9 million. Payments to claimants were made during the third quarter of 2003 and were funded by insurance.

Approximately 1,100 proofs of claim totaling approximately $1.3 billion are pending with the Bankruptcy Court that are associated with asbestos-related personal injury litigation, including direct personal injury claims, claims by co-defendants for contribution and indemnification, and claims relating to AWI’s participation in the Center for Claims Resolution. As stated above, the bar date of August 31, 2001 did not apply to asbestos-related personal injury claims other than claims for contribution, indemnification, or subrogation. The POR contemplates that all AWI asbestos-related personal injury claims, including claims for contribution, indemnification, or subrogation, will be addressed in the future pursuant to the procedures relating to the Asbestos PI Trust developed in connection with the POR. See further discussion regarding AWI’s liability for asbestos-related matters in Note 15.

Approximately 1,100 claims totaling approximately $1.6 billion alleging a right to payment for financing, environmental, trade debt and other claims remain. For these categories of claims, AWI has previously recorded approximately $1.6 billion in liabilities.

AWI has recorded liability amounts for claims that can be reasonably estimated and which it does not contest or believes are probable of being allowed by the Bankruptcy Court. The final value of all the claims that will ultimately be allowed by the Bankruptcy Court is not known at this time. However, it is likely the value of the claims ultimately allowed by the Bankruptcy Court will be different than amounts presently recorded by AWI. This difference could be material to AWI’s financial position and the results of its operations. Management will continue to review the recorded liability in light of future developments in the Chapter 11 Case and make changes to the recorded liability if and when it is appropriate.

Financing

AWI has a $75.0 million debtor-in-possession (“DIP”) credit facility that is limited to issuances of letters of credit. This facility is scheduled to mature on December 8, 2006. As of March 31, 2006, AWI had approximately $43.8 million in letters of credit, which were issued pursuant to the DIP Facility. As of March 31, 2006, AWI had $231.7 million of cash and cash equivalents, excluding cash held by its non-debtor subsidiaries. AWI believes that cash on hand and generated from operations and dividends from its subsidiaries, together with subsidiary lines of credit and the DIP Facility, will be adequate to address its foreseeable liquidity needs. Obligations under the DIP Facility, including reimbursement of draws under the letters of credit, if any, constitute superpriority administrative expense claims in the Chapter 11 Case.

Accounting Impact

AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”) provides financial reporting guidance for entities that are reorganizing under the Bankruptcy Code. This guidance is implemented in the accompanying consolidated financial statements.

Pursuant to SOP 90-7, AWI is required to segregate pre-Filing liabilities that are subject to compromise and report them separately on the balance sheet. See Note 4 for detail of the liabilities subject to compromise at March 31, 2006 and December 31, 2005. Liabilities that may be affected by a plan of reorganization are recorded at the expected amount of the allowed claims, even if they may be settled for lesser amounts. Substantially all of AWI’s pre-Filing debt, now in default, is recorded at face value and is classified within liabilities subject to compromise. Obligations of AWI subsidiaries not covered by the Filing remain classified on the consolidated balance sheet based upon maturity date. AWI’s estimated liability for asbestos-related personal injury claims is also recorded in liabilities subject to compromise. See Note 15 for further discussion of AWI’s asbestos liability.

Additional pre-Filing claims (liabilities subject to compromise) may arise due to the rejection of executory contracts or unexpired leases, or as a result of the allowance of contingent or disputed claims.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

SOP 90-7 also requires separate reporting of all revenues, expenses, realized gains and losses, and provision for losses related to the Filing as Chapter 11 reorganization costs, net. Accordingly, AWI recorded the following Chapter 11 reorganization activities during the first quarters of 2006 and 2005:


	2006			2005
Professional fees	$	5.2		$	3.8
Interest income, post-Filing		(4.7	)		(1.9	)
Other expense directly related to bankruptcy, net		—			0.1

Total Chapter 11 reorganization costs, net	$	0.5		$	2.0

Professional fees represent legal and financial advisory fees and expenses directly related to the Filing.

Interest income is earned from short-term investments subsequent to the Filing.

As a result of the Filing, realization of assets and liquidation of liabilities are subject to uncertainty. While operating as a debtor-in-possession, AWI may sell or otherwise dispose of assets and liquidate or settle liabilities for amounts other than those reflected in the condensed consolidated financial statements.

If and when the POR is confirmed and made effective, reorganized AWI’s condensed consolidated financial statements will change materially in amounts and classifications through the implementation of the fresh start accounting rules of SOP 90-7.

Conclusion

AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11. Therefore, the timing and terms of a resolution of the Chapter 11 Case remain uncertain.

NOTE 3. SEGMENT RESULTS


	Three Months Ended March 31,
Net sales to external customers	2006		2005
Resilient Flooring	$	283.8	$	284.9
Wood Flooring		205.2		190.1
Textiles and Sports Flooring		64.8		62.9
Building Products		267.9		253.6
Cabinets		54.9		49.2

Total sales to external customers	$	876.6	$	840.7


	Three Months Ended March 31,
Segment operating income (loss)	2006			2005
Resilient Flooring	$	(3.4	)	$	(9.6	)
Wood Flooring		11.5			8.8
Textiles and Sports Flooring		0.5			(5.9	)
Building Products		40.0			35.3
Cabinets		0.2			(5.9	)
Unallocated Corporate (expense)		(0.6	)		(15.0	)

Total consolidated operating income	$	48.2		$	7.7

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)


	Three Months Ended March 31,
	2006			2005
Segment operating income	$	48.2		$	7.7
Interest expense		1.9			2.2
Other non-operating expense		0.1			—
Other non-operating income		(1.2	)		(2.2	)
Chapter 11 reorganization costs, net		0.5			2.0

Earnings before income taxes	$	46.9		$	5.7


Segment assets	March 31, 2006		December 31, 2005
Resilient Flooring	$	704.6	$	675.9
Wood Flooring		676.8		646.4
Textiles and Sports Flooring		215.6		196.6
Building Products		635.8		613.2
Cabinets		100.8		99.1

Total segment assets		2,333.6		2,231.2
Assets not assigned to segments		2,262.6		2,374.8

Total consolidated assets	$	4,596.2	$	4,606.0

NOTE 4. LIABILITIES SUBJECT TO COMPROMISE

As a result of AWI’s Chapter 11 filing (see Note 2), pursuant to SOP 90-7, AWI is required to segregate prepetition liabilities that are subject to compromise and report them separately on the balance sheet. Liabilities that may be affected by a plan of reorganization are recorded at the amount of the expected allowed claims, even if they may be settled for lesser amounts. Substantially all of AWI’s prepetition debt, now in default, is recorded at face value and is classified within liabilities subject to compromise. Obligations of our subsidiaries that are not covered by the Filing remain classified on the condensed consolidated balance sheet based upon maturity date. AWI’s asbestos liability is also recorded in liabilities subject to compromise. See Note 2 for further discussion on how the Chapter 11 process may address AWI’s liabilities subject to compromise and Note 15 for further discussion of AWI’s asbestos liability.

Liabilities subject to compromise at March 31, 2006 and December 31, 2005 are as follows:


	March 31, 2006		December 31, 2005
Debt (at face value)⁽¹⁾	$	1,388.6	$	1,388.6
Asbestos-related liability		3,190.6		3,190.6
Prepetition trade payables		58.1		58.1
Prepetition other payables and accrued interest		69.1		69.7
ESOP loan guarantee		157.7		157.7

Total liabilities subject to compromise	$	4,864.1	$	4,864.7

⁽¹⁾	In accordance with SOP 90-7, we did not record contractual interest expense on prepetition debt after the Chapter 11 filing date. This unrecorded interest expense was $19.1 million in the first quarter of 2006 and $21.5 million in the first quarter of 2005.

Additional prepetition claims (liabilities subject to compromise) may arise due to the rejection of executory contracts or unexpired leases, or as a result of the allowance of contingent or disputed claims.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

NOTE 5. INVENTORIES


	March 31, 2006			December 31, 2005
Finished goods	$	372.6		$	339.1
Goods in process		50.9			44.6
Raw materials and supplies		194.7			194.4
Less LIFO and other reserves		(66.8	)		(63.6	)

Total inventories, net	$	551.4		$	514.5

NOTE 6. NATURAL GAS HEDGES

We purchase natural gas for use in the manufacture of ceiling tiles and other products and to heat many of our facilities. As a result, we are exposed to movements in the price of natural gas. We have a policy of reducing short term cost volatility by purchasing natural gas forward contracts, purchased call options, and zero-cash collars. These instruments are designated as cash flow hedges. The mark-to-market gain or loss on qualifying hedges is included in other comprehensive income to the extent effective, and reclassified into cost of goods sold in the period during which the underlying products are sold. The mark-to-market gains or losses on ineffective portions of hedges are recognized in cost of goods sold immediately. The fair value of these cash flow hedges at March 31, 2006 was an $8.0 million asset compared to an $18.7 million asset at December 31, 2005, due to the price of natural gas decreasing during the year.

NOTE 7. EQUITY INVESTMENTS

Investments in affiliates were $77.6 million at March 31, 2006. The balance increase of $10.2 million since December 31, 2005 primarily reflects our 50% investment in the net undistributed earnings in our WAVE joint venture. Also, during the first quarter of 2006, in conjunction with a flooring manufacturer with existing operations in China, we invested $4.3 million to acquire a 50% share in a hardwood flooring manufacturing facility under construction.

Condensed income statement data for WAVE, our joint venture accounted for under the equity method of accounting, is summarized below:


	Three Months Ended March 31,
	2006		2005
Net sales	$	79.0	$	72.6
Gross profit		29.0		20.7
Net earnings		24.0		16.1

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

As of January 1, 2006, we had goodwill of $134.2 million. Goodwill is required to be tested for impairment at least annually. We perform our annual assessment in the fourth quarter.

The following table represents the change in goodwill for the first three months of 2006.


Goodwill by segment	January 1, 2006		Adjustments, net⁽¹⁾		Impairments	March 31, 2006
Wood Flooring	$	108.2		—	—	$	108.2
Building Products		13.4	$	0.1	—		13.5
Cabinets		12.6		—	—		12.6

Total consolidated goodwill	$	134.2	$	0.1	—	$	134.3

⁽¹⁾	Consists of the effects of foreign exchange.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

The following table details amounts related to AHI’s intangible assets as of March 31, 2006 and December 31, 2005.


	March 31, 2006				December 31, 2005
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Computer software	$	103.7	$	70.8	$	102.1	$	66.7
Land use rights and other		4.5		1.2		4.5		1.1

Total	$	108.2	$	72.0	$	106.6	$	67.8

Unamortized intangible assets
Trademarks and brand names	$	29.3			$	29.3

Other intangible assets, gross	$	137.5			$	135.9


Aggregate Amortization Expense
For the three months ended March 31, 2006	$	4.2
For the three months ended March 31, 2005	$	4.0

NOTE 9. RESTRUCTURING AND OTHER ACTIONS

Net restructuring charges of $2.7 million and $8.2 million were recorded in the first quarters of 2006 and 2005, respectively. These charges are summarized in the following table:


	Net Charge/(Reversal) Three Months Ended March 31,
Action Title	2006		2005			Segment
Lancaster Plant	$	2.3	$	6.8		Resilient Flooring
Hoogezand		0.4		1.0		Building Products
North America SG&A		—		(0.1	)	Resilient Flooring
Morristown		—		0.2		Cabinets
Searcy		—		0.1		Wood Flooring
Oss		—		0.2		Textiles & Sports Flooring

Total	$	2.7	$	8.2

Lancaster Plant: These charges related to the fourth quarter 2004 decision to cease commercial flooring production at Lancaster in 2006. Commercial flooring production requirements are being serviced primarily by our other facilities around the world. Of the $2.3 million and $6.8 million charges in 2006 and 2005, $2.2 million and $6.2 million, respectively, are non-cash charges related to termination benefits to be paid through the U.S. pension plan. The other $0.1 million in 2006 and $0.6 million in 2005 are comprised of severance and related costs. We have incurred $19.6 million of severance and pension related restructuring charges to-date. We expect to incur approximately $11 million of restructuring charges for severances and pension benefits in the remainder of 2006, in addition to $0.1 million of accelerated depreciation and approximately $5 million of other related costs, both in cost of good sold, and approximately $6 million in SG&A. Further, we expect to realize a gain of approximately $15 million in the second quarter of 2006 from the sale of a warehouse which became available as a result of this initiative. Additionally, we recorded $0.2 million and $2.1 million of accelerated depreciation in 2006 and 2005, respectively, in cost of goods sold. We also recorded $5.7 million and $0.3 million of other related costs in 2006 and 2005, respectively, in cost of goods sold and $1.0 million in SG&A in 2006.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

Hoogezand: These charges are related to the first quarter 2004 decision to close the manufacturing facility and are comprised of severance and related costs. Closure of the plant was completed in the first quarter of 2005. The production was transferred to another Building Products location in Münster, Germany and resulted in a net reduction of approximately 72 positions. We have incurred restructuring charges of $17.6 million to-date, and expect to incur an additional $0.2 million in the remainder of 2006. Additionally, we recorded $0.5 million of accelerated depreciation and $0.1 million of other related costs in cost of goods sold in the first quarter of 2005.

North America SG&A: The net reversal of $0.1 million in 2005 comprised certain severance accruals that were no longer necessary in the remaining accruals recorded in 2004 for severance and related costs due to a restructuring of the sales force and management structure in North America in response to changing market conditions. This initiative was announced in the fourth quarter of 2004 and was completed in the second quarter of 2005. We incurred project-to-date restructuring charges of $5.2 million and do not expect to incur any additional charges.

Morristown: The charge related to the fourth quarter 2004 decision to close a plant in Tennessee in the first quarter of 2005. Manufacturing was consolidated at two existing plants in the United States. We incurred project-to-date restructuring charges of $0.4 million of severance related charges and $0.4 million of related shutdown costs and do not expect to incur additional costs. Additionally, we recorded $0.1 million of accelerated depreciation and $0.8 million of other related costs in 2005, both in cost of goods sold.

Searcy: The charge related to the fourth quarter 2004 decision to cease production at a solid hardwood flooring location in Arkansas in the first quarter of 2005 and was comprised of estimated severance benefits and related costs. We continue to manufacture solid wood flooring at other plants across the United States. We incurred $0.9 million of restructuring charges for the project-to-date and do not expect to incur any additional charges.

Oss: The charge was recorded to reflect shutdown costs related to a plant closure in The Netherlands. The related severance charges were recorded during the third quarter of 2003 when the plant closure was announced. We continue to manufacture carpet at other plants across Europe. We incurred $4.9 million of restructuring charges to-date and do not expect to incur any additional costs in the future.

The following table summarizes activity in the restructuring accruals for the first three months of 2006 and 2005.


	Beginning Balance		Cash Payments			Net Charges		Other			Ending Balance
2006	$	8.8	$	(1.4	)	$	0.5	$	—		$	7.9
2005		24.8		(12.8	)		2.0		(0.4	)		13.6

The amount in “other” for 2005 is related to the effects of foreign currency translation.

Of the March 31, 2006 and 2005 ending balances, $1.3 million is reported in liabilities subject to compromise.

Substantially all of the remaining balance of the restructuring accrual as of March 31, 2006 relates to a noncancelable operating lease, which extends through 2017, and severance for terminated employees with extended payouts, the majority of which will be paid in 2006.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

NOTE 10. INCOME TAX EXPENSE


	Three months ended March 31,
	2006		2005
Earnings before income taxes	$	46.9	$	5.7
Income tax expense	$	18.9	$	8.7

In the first quarter of 2006, income tax expense of $18.9 million resulted in an effective tax rate of 40.3% based on pre-tax income of $46.9 million.

Tax expense of $8.7 million recorded in the first three months of 2005 represents the estimated effective tax rate for 2005 applied against year-to-date taxable income of $5.7 million, taking into consideration the matters described below. The resulting three-month tax rate of 152.6% is higher than the statutory US Federal and state rate primarily because of $13.8 million in foreign losses incurred in the quarter for which no tax benefit can be recognized, as we have provided valuation allowances on the losses in these foreign jurisdictions. The tax rate also increased due to certain adjustments of tax reserves related to Canadian withholding taxes, a German tax audit item, state tax reserve needs, and additional valuation allowances placed on state net operating losses.

NOTE 11. PENSIONS

Following are the components of net periodic benefit costs:


	Three Months Ended March 31,
	2006			2005
U.S. defined-benefit plans
Pension Benefits
Service cost of benefits earned	$	4.5		$	6.2
Interest cost on projected benefit obligation		23.2			24.0
Expected return on plan assets		(40.5	)		(39.5	)
Amortization of prior service cost		2.2			4.1
Recognized net actuarial loss		0.4			0.4

Net periodic pension (credit)	$	(10.2	)	$	(4.8	)

Retiree Health and Life Insurance Benefits
Service cost of benefits earned	$	0.6		$	0.7
Interest cost on projected benefit obligation		5.0			5.1
Amortization of prior service benefit		(1.6	)		(1.4	)
Recognized net actuarial loss		3.1			3.0

Net periodic postretirement benefit cost	$	7.1		$	7.4

Non-U.S. defined-benefit plans
Pension Benefits
Service cost of benefits earned	$	2.6		$	2.6
Interest cost on projected benefit obligation		5.1			5.7
Expected return on plan assets		(3.8	)		(4.1	)
Amortization of prior service cost		0.2			—
Recognized net actuarial loss		0.7			0.5

Net periodic pension cost	$	4.8		$	4.7

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

NOTE 12. PRODUCT WARRANTIES

We provide direct customer and end-user warranties for our products. These warranties cover manufacturing defects that would prevent the product from performing in line with its intended and marketed use. Generally, the terms of these warranties range up to 25 years and provide for the repair or replacement of the defective product. We collect and analyze warranty claims data with a focus on the historic amount of claims, the products involved, the amount of time between the warranty claims and their respective sales and the amount of current sales. The following table summarizes the activity for the accrual of product warranties for the first three months of 2006 and 2005:


	2006			2005
Balance at January 1	$	21.1		$	22.6
Reductions for payments		(8.0	)		(8.5	)
Current year warranty accruals		8.8			8.7
Preexisting warranty accrual changes		(0.3	)		(0.1	)
Effects of foreign exchange translation		0.1			(0.4	)

Balance at March 31	$	21.7		$	22.3

NOTE 13. SHARE-BASED COMPENSATION PLANS

On January 1, 2006, we adopted FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”), which requires all share-based payment transactions to be recognized in the financial statements using a fair-value method of accounting. This statement replaced FASB Statement No. 123 and superseded APB Opinion No. 25. Prior to January 1, 2006, we used APB Opinion No. 25’s intrinsic value method for stock-based employee compensation.

We used the modified prospective method of adopting FAS 123R, which does not require restatement of prior periods. There was no impact of adoption of the new standard because all of our outstanding stock options are fully vested.

Awards under the 1993 Long-Term Stock Incentive Plan (“1993 Plan”) were made in the form of stock options, stock appreciation rights in conjunction with stock options, performance restricted shares and restricted stock awards. No additional awards may be issued under the 1993 Plan.

During 1999, we adopted the 1999 Long-Term Incentive Plan (“1999 Plan”) which replaced the 1993 Plan. Pre-1999 grants made under predecessor plans will be governed under the provisions of those plans. The 1999 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance-restricted shares and restricted stock awards. The 1999 Plan also incorporates stock awards and cash incentive awards. No more than 3,250,000 shares of common stock may be issued under the 1999 Plan, and no more than 300,000 of the shares may be awarded in the form of performance restricted shares, restricted stock awards or stock awards. The 1999 Plan does not allow awards to be granted after April 25, 2009.

During 2000, we adopted the Stock Award Plan (“2000 Plan”) to enable stock awards and restricted stock awards to officers, key employees and non-employee directors. No more than 750,000 treasury shares may be awarded under the 2000 Plan. The 2000 Plan will remain in effect until the earlier of the grant of all the shares allowed under the plan or termination of the plan by the Board of Directors.

All three of the plans discussed above will most likely be terminated upon AWI emerging from Chapter 11. No equity based compensation has been granted since AWI filed for relief under Chapter 11 in December 2000, other than commitments entered into prior to the Chapter 11 filing.

Options were granted to purchase shares at prices not less than the closing market price of the shares on the dates the options were granted. The options generally became exercisable in one to three years and expire 10 years from the date of grant. There have been no stock options granted since 2001.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)


Changes in option shares outstanding (thousands except for share price and life)	Option Shares		Weighted-average exercise price		Weighted- average remaining contractual life
Option shares outstanding at January 1, 2006	1,987.3		$	27.97
Options granted	—			—
Option shares exercised	—			—
Options cancelled	(189.8	)		59.87

Option shares outstanding at March 31, 2006	1,797.5		$	24.60	3.76
Option shares exercisable at March 31, 2006	1,797.5		$	24.60	3.76
Shares available for grant	5,005.3

The intrinsic value of the shares outstanding and exercisable at March 31, 2006 was $0, as the exercise price of all options exceeded the market price of the stock on that date.

Restricted stock awards were used for the purposes of recruitment, special recognition and retention of key employees. No award of restricted stock shares has been granted since 2000. As of March 31, 2006, there were 112,377 restricted shares of common stock outstanding with 596 accumulated dividend equivalent shares.

NOTE 14. SUPPLEMENTAL CASH FLOW INFORMATION


	Three Months Ended March 31,
	2006		2005
Interest paid	$	0.4	$	0.5
Income taxes paid, net	$	7.7	$	3.9

NOTE 15. LITIGATION AND RELATED MATTERS

ASBESTOS-RELATED LITIGATION

(Note: Particular documents referred to in this section are available at www.armstrongplan.com)

Prior to December 6, 2000, AWI, the major operating subsidiary of AHI, had been named as a defendant in personal injury cases and property damage cases related to asbestos-containing products. On December 6, 2000, AWI filed a voluntary petition for relief (“the Filing”) under Chapter 11 of the U.S. Bankruptcy Code to use the court-supervised reorganization process to achieve a resolution of AWI’s asbestos-related liability.

Two of AWI’s domestic subsidiaries also commenced Chapter 11 proceedings at the time of the Filing. AHI and all of AWI’s other direct and indirect subsidiaries, including Armstrong Wood Products Inc. (formerly Triangle Pacific Corp.), WAVE (Armstrong’s ceiling grid systems joint venture with Worthington Industries, Inc.), Armstrong Canada and Armstrong DLW AG were not a part of the Filing and accordingly the liabilities, including asbestos-related liability if any, of such companies arising out of their own activities will not be resolved in AWI’s Chapter 11 Case except for any asbestos-related liability that also relates, directly or indirectly, to the pre-Filing activities of AWI.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

Asbestos-Related Personal Injury Claims

Prior to the Filing, AWI was a member of the Center for Claims Resolution (the “CCR”), which handled the defense and settlement of asbestos-related personal injury claims on behalf of its members. The CCR pursued broad-based settlements of asbestos-related personal injury claims under the Strategic Settlement Program (“SSP”) and had reached agreements with law firms that covered approximately 130,000 claims that named AWI as a defendant.

Due to the Filing, holders of asbestos-related personal injury claims are stayed from continuing to prosecute pending litigation and from commencing new lawsuits against AWI. In addition, AWI ceased making payments to the CCR with respect to asbestos-related personal injury claims, including payments pursuant to the outstanding SSP agreements. A creditors’ committee representing the interests of asbestos-related personal injury claimants and an individual representing the interests of future claimants have been appointed in the Chapter 11 Case. AWI’s present and future asbestos-related liability will be addressed in its Chapter 11 Case. See Note 2 regarding AWI’s Chapter 11 proceeding.

During 2003, AWI and the other parties in its Chapter 11 Case reached agreement on a plan of reorganization that addresses how all of AWI’s pre-Filing liabilities are to be settled. Several amendments to the plan of reorganization were filed, culminating in the Fourth Amended Plan of Reorganization filed with the Bankruptcy Court on May 23, 2003, which was modified by modifications filed with the Bankruptcy Court on October 17, 2003, November 10, 2003, and December 3, 2004, and is referred to in this report as the “POR”.

Before a plan of reorganization may be implemented by AWI, it must be confirmed by order of both the Bankruptcy Court and the U.S. District Court. In addition, consummation of a plan of reorganization may be subject to the satisfaction after confirmation of certain conditions, as provided by the plan of reorganization. On November 17 and 18, 2003, the Bankruptcy Court held a hearing on confirmation of the POR and on December 19, 2003, issued proposed findings of fact and conclusions of law and a proposed order confirming the POR, notwithstanding the rejection of the POR by the class of unsecured creditors. On December 29, 2003, the Unsecured Creditors’ Committee filed an objection to the Bankruptcy Court’s proposed findings of fact and conclusions of law and the proposed order of confirmation of the POR. On February 23, 2005, the U.S. District Court Judge Eduardo C. Robreno ruled that the POR, in its current form, could not be confirmed. In the court’s decision, the Judge found that, because the class of unsecured creditors voted to reject the POR, the distribution of warrants to existing equity holders under the POR violated the absolute priority rule. AWI filed a Notice of Appeal to the U.S. Court of Appeals for the Third Circuit on March 4, 2005. On December 29, 2005, the U.S. Court of Appeals affirmed the District Court’s decision to deny confirmation of the POR.

AWI is also monitoring a proposed asbestos claims litigation reform bill in Congress.

See Note 2 for further discussion of AWI’s Chapter 11 process. AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

A description of the basic components of the POR, which remain unchanged in the modified POR, follows.

Basic Components of the POR

In accordance with the 524(g) injunction if the POR goes into effect, various entities would be protected from such present and future asbestos-related personal injury claims. These entities include, among others, reorganized AWI, AHI, AWI’s subsidiaries and other affiliates (as defined in the POR), and their respective officers and directors. Upon emergence from Chapter 11, AWI would not have any responsibility for these claims (including claims against AWI based solely on its ownership of a subsidiary or other affiliate), nor would it participate in their resolution.

However, although AWI’s domestic and foreign subsidiaries and other affiliates would be protected parties, asbestos-related personal injury claims against them would be channeled to the Asbestos PI Trust only to the extent such claims directly or indirectly relate to the manufacturing, installation, distribution or other activities of AWI or are based solely on AWI’s ownership of the subsidiaries or other affiliates (as distinguished from independent activities of the subsidiaries or affiliates). Currently, three asbestos-related personal injury litigations against subsidiaries of AWI allegedly arising out of such independent activities are pending. These claims would not be channeled to the Asbestos PI Trust under the POR inasmuch as they do not involve activities of AWI. The subsidiaries deny liability and are aggressively defending the matters. AWI has not recorded any liability for these matters. Management does not expect that any sum that may have to be paid in connection with these matters will be material to Armstrong.

In addition, workers’ compensation claims brought against AWI or its subsidiaries or other affiliates would not be channeled to the Asbestos PI Trust and would remain subject to the workers’ compensation process. Historically, workers’ compensation claims against AWI and its subsidiaries have not been significant in number or amount and AWI has continued to honor its obligations with respect to such claims during the Chapter 11 Case. Workers’ compensation law provides that the employer is responsible for evaluation, medical treatment and lost wages as a result of a job-related injury. Currently, AWI has four pending workers’ compensation claims, and its UK subsidiary has seven employer liability claims involving alleged asbestos exposure.

Management believes that neither AWI nor any of its subsidiaries or other affiliates is subject to any asbestos-related personal injury claims that would not be channeled to the Asbestos PI Trust and that are of a magnitude that, individually or collectively, would be material to reorganized Armstrong.

Potential Legislation

On April 19, 2005 asbestos personal injury claims reform legislation was introduced, as the FAIR Act of 2005 (S.852), to the United States Senate. On May 26, 2005 the bill was reported out of committee. There is uncertainty as to whether this bill or any asbestos reform proposal will become law, and what impact there might be on AWI’s Chapter 11 Case.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

value of those obligations. In such event, AWI would seek to develop a new plan of reorganization based on a re-evaluation of the then value of AWI’s assets and ongoing businesses, the amount of allowed unsecured claims against AWI (including any post-petition interest that may be allowed on such claims, as to which no amount is currently recorded in AWI’s liabilities subject to compromise), the amount AWI would be required to pay under the enacted legislation, and other factors. Under the absolute priority rule applicable in Chapter 11, AWI’s shareholder would not be entitled to any recovery until the allowed claims of all of its creditors have been satisfied. We do not know enough today to predict the likely terms of a reorganization plan that may be feasible under such circumstances, or if such reorganization would result in existing AHI shareholders receiving or retaining any equity value in AWI upon AWI’s emergence from Chapter 11.

Asbestos-Related Liability

Based upon events through early March 2003, specifically the parties’ agreement on the basic terms of the POR’s treatment of AWI’s asbestos-related liabilities, management concluded that it could reasonably estimate its probable liability for AWI’s current and future asbestos-related personal injury claims. Accordingly, in the fourth quarter of 2002, AWI recorded a $2.5 billion charge to increase the balance sheet liability. The recorded asbestos-related liability for personal injury claims of approximately $3.2 billion at March 31, 2006 and December 31, 2005, which was treated as subject to compromise, represents the estimated amount of liability that is implied based upon the negotiated resolution reflected in the POR, the total consideration expected to be paid to the Asbestos PI Trust pursuant to the POR and an assumption for this purpose that the recovery value percentage for the allowed claims of the Asbestos PI Trust is equal to the estimated recovery value percentage for the allowed non-asbestos unsecured claims.

AWI is unable to predict whether the modified POR will be confirmed, or when AWI would emerge from Chapter 11. Therefore, the timing and terms of resolution of the Chapter 11 Case remain uncertain. As long as this uncertainty exists, future changes to the recorded asbestos-related liability are possible and could be material to AWI’s financial position and the results of its operations. Management will continue to review the recorded liability in light of future developments in the Chapter 11 Case and with respect to any legislation, and will make changes to the recorded liability if and when it is appropriate.

Insurance Recovery Proceedings

A substantial portion of AWI’s primary and remaining excess insurance asset is nonproducts (general liability) insurance for personal injury claims. AWI has entered into settlements with a number of the carriers resolving its coverage issues. However, an alternative dispute resolution (“ADR”) procedure was commenced against certain carriers to determine the percentage of resolved and unresolved claims that are nonproducts claims, to establish the entitlement to such coverage and to determine whether and how much reinstatement of prematurely exhausted products hazard insurance is warranted. The nonproducts coverage potentially available is substantial and includes defense costs in addition to limits.

During 1999, AWI received preliminary decisions in the initial phases of the trial proceeding of the ADR, which were generally favorable to AWI on a number of issues related to insurance coverage. However, during the first quarter of 2001, a new trial judge was selected for the ADR. The new trial judge conducted hearings in 2001 and determined not to rehear matters decided by the previous judge. In the first quarter of 2002, the trial judge concluded the ADR trial proceeding with findings in favor of AWI on substantially all key issues. Liberty Mutual, the only insurer that is still a party to the ADR, appealed that final judgment. Appellate argument was held on March 11, 2003. On July 30, 2003, the appellate arbitrators ruled that AWI’s claims against certain Liberty Mutual policies were barred by the statute of limitations. The ruling did not address the merits of any of the other issues Liberty Mutual raised in its appeal. Based on that unfavorable ruling, AWI concluded that insurance assets of $73 million were no longer probable of recovery. AWI was also ordered to reimburse Liberty Mutual for certain costs and administration fees that Liberty Mutual incurred during the ADR. The $1.6 million claimed for these costs and fees is in dispute. Based upon an AWI request, the appellate panel held a rehearing on November 21, 2003. In January 2004, the appellate panel upheld its initial ruling. On February 4, 2004, AWI filed a motion in the U.S. District Court for the Eastern District of Pennsylvania to vacate the rulings of the appellate panel.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

In July 2002, AWI filed a lawsuit against Liberty Mutual in the U.S. District Court for the Eastern District of Pennsylvania seeking, among other things, a declaratory judgment with respect to certain policy issues not subject to binding ADR. The U.S. District Court has not yet set a schedule to hear this matter.

On June 13, 2003, the New Hampshire Insurance Department placed The Home Insurance Company (“Home”) under an order of liquidation. Less than $10 million of AWI’s recorded insurance asset is based on policies with Home, which management believes is probable of recovery. AWI filed a proof of claim against Home during June 2004. It is uncertain when AWI will receive proceeds from Home under these insurance policies.

Insurance Asset

An insurance asset in respect of asbestos claims in the amount of $98.6 million was recorded as of March 31, 2006 and December 31, 2005. The total amount recorded reflects AWI’s belief that insurance proceeds will be recovered in this amount, based upon AWI’s success in insurance recoveries, settlement agreements that provide such coverage, the nonproducts recoveries by other companies and the opinion of outside counsel. Such insurance, in our opinion, is either available through settlement or probable of recovery through negotiation or litigation. Depending on further progress of the ADR, activities such as settlement discussions with insurance carriers party to the ADR and those not party to the ADR, the final determination of coverage shared with ACandS (the former AWI insulation contracting subsidiary that was sold in August 1969 and which filed for relief under Chapter 11 of the Bankruptcy Code in September 2002) and the financial condition of the insurers, AWI may revise its estimate of probable insurance recoveries. Approximately $79 million of the $98.6 million asset is determined from agreed coverage in place. Of the $98.6 million, $9.8 million has been recorded as a current asset as of March 31, 2006 reflecting management’s estimate of the minimum insurance payments to be received in the next 12 months.

Many uncertainties remain in the insurance recovery process; therefore, AWI did not increase the estimated insurance recovery asset in the first three months of 2006.

Cash Flow Impact

As a result of the Chapter 11 Filing, AWI has not made any payments for asbestos-related personal injury claims since the fourth quarter of 2000. Additionally, AWI did not receive any asbestos-related insurance recoveries during 2005 or during the first three months of 2006. During the pendency of the Chapter 11 Case, AWI does not expect to make any further cash payments for asbestos-related claims, but AWI expects to continue to receive insurance proceeds under the terms of various settlement agreements. Management estimates that the timing of future cash recoveries of the recorded asset may extend beyond 10 years.

Conclusion

Many uncertainties continue to exist about the matters impacting AWI’s asbestos-related liability and insurance asset. These uncertainties include when and if a plan of reorganization will be confirmed by the Bankruptcy Court and the U.S. District Court, the impact of any potential legislation, and the financial condition of AWI’s insurance carriers.

Additionally, if a plan of reorganization is confirmed, AWI is unable to predict when it will be implemented. Therefore, the timing and terms of resolution of the Chapter 11 Case remain uncertain. As long as this uncertainty exists, future changes to the recorded liability and insurance asset are possible and could be material to AWI’s financial position and the results of its operations. Management will continue to review the recorded liability and insurance asset in light of future developments in the Chapter 11 Case and with respect to any legislation, and will make changes to the recorded amounts if and when it is appropriate.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

ENVIRONMENTAL MATTERS

Environmental Expenditures

Most of our manufacturing and certain of our research facilities are affected by various federal, state and local environmental requirements relating to the discharge of materials or the protection of the environment. We make expenditures necessary for compliance with applicable environmental requirements at our operating facilities.

As a result of continuous changes in regulatory requirements, we cannot predict with certainty future expenditures associated with compliance with environmental requirements. The United States Environmental Protection Agency (“EPA”) has promulgated a new regulation pursuant to the Clean Air Act that may impact our domestic manufacturing operations. That regulation, The National Emission Standards for Hazardous Air Pollutants for Industrial, Commercial, and Institutional Boilers and Process Heaters Act, became effective in November, 2004, and requires compliance by September 13, 2007. While we are finalizing our review of this regulation, adoption of this regulation is not expected to have a material impact on our consolidated results of operations or financial condition.

Environmental Remediation

Summary

We are involved in proceedings under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and similar state “Superfund” laws at 31 sites. In most cases, we are one of many potentially responsible parties (“PRPs”) which have potential liability for the required investigation and remediation of each site and which, in some cases, have agreed to jointly fund that required investigation and remediation. With regard to some sites, however, we dispute the liability, the proposed remedy or the proposed cost allocation among the PRPs. We may have rights of contribution or reimbursement from other parties or coverage under applicable insurance policies.

We have also been remediating environmental contamination resulting from past industrial activity at certain of our former plant sites. Estimates of our future environmental liability at the Superfund sites and current or former plant sites are based on evaluations of currently available facts regarding each individual site and consider factors such as our activities in conjunction with the site, existing technology, presently enacted laws and regulations and prior company experience in remediating contaminated sites. Although current law imposes joint and several liability on all parties at Superfund sites, our contribution to the remediation of these sites is expected to be limited by the number of other companies also identified as potentially liable for site remediation. As a result, our estimated liability reflects only our expected share. In determining the probability of contribution, we consider the solvency of the parties, whether liability is being disputed, the terms of any existing agreements and experience with similar matters. Additionally, the Chapter 11 Case also may affect the ultimate amount of such contributions.

Effects of Chapter 11

Certain of AWI’s environmental liabilities are subject to discharge through its Chapter 11 Case while others are not. AWI’s payments and remediation work on such sites for which AWI is a PRP is under review in light of the Chapter 11 Filing. The bar date for claims from the EPA expired during the third quarter of 2003. AWI received an unliquidated proof of claim from the EPA. Those environmental obligations that AWI has with respect to property that it owns or operates are likely to be unaffected by the Chapter 11 Case. Therefore, AWI will be required to continue meeting its on-going environmental compliance obligations at the properties that AWI owns or operates. AWI will also be required to address the effects of any contamination at those sites, even if the contamination predated Chapter 11 Filing. In addition, AWI may be obligated to remedy the off-site impact of activities that occurred on the properties it owns and operates.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

be true for monetary claims by private parties, such as other PRPs with respect to sites with multiple PRPs. Under the POR, the Superfund sites at which AWI is alleged to be a PRP are being treated as unsecured liabilities subject to compromise. Other Superfund sites relate to entities that are not part of AWI’s Chapter 11 Case and therefore will not be discharged.

In addition to the right to sue for reimbursement of the money it spends, CERCLA also gives the federal government the right to sue for an injunction compelling a defendant to perform a cleanup. Several state statutes give similar injunctive rights to those States. While we believe such rights do not survive Chapter 11, there does not appear to be controlling judicial precedent that these injunctive rights are dischargeable. Thus, according to some cases, while a governmental agency’s right to require AWI to reimburse it for the costs of cleaning up a site may be dischargeable, the same government agency’s right to compel us to spend our money cleaning up the same site may not be dischargeable even though the financial impact to AWI would be the same in both instances.

Specific Events

AWI has been working to resolve as many of its environmental liabilities through its Chapter 11 Case as possible. AWI has entered into a global environmental settlement with the Department of Justice (“DOJ”) and the EPA with respect to CERCLA liability at 37 sites. Pursuant to the proposed Settlement Agreement, the federal government would covenant not to sue AWI for either monetary or injunctive relief under CERCLA at 19 of these sites, in exchange for an allowed claim amount in the bankruptcy with respect to known claims concerning sites that AWI does not own or operate. Under the settlement, AWI also has contribution protection under CERCLA with respect to private party claims at the sites at which the government receives an allowed claim. Additionally, AWI has the benefit of discharge both at the 19 sites for which the government receives an allowed claim and at an additional 18 sites identified in the Settlement Agreement. At an additional site, AWI will continue to participate in the cleanup under a previously approved Consent Decree. The EPA Settlement Approval Order was entered by the Bankruptcy Court in October 2005. In accordance with this global settlement becoming effective, the EPA proof of claim has been amended to assert a claim in the amount of $8.7 million. This amount includes the $7.8 million that AWI and EPA agreed upon with respect to the Peterson Puritan site. In connection with the global settlement, AWI filed a motion with the Bankruptcy Court on January 11, 2006, objecting to claims asserted by certain PRPs and requesting the Court enter an order disallowing such claims. On February 21, 2006 the Court issued its order disallowing such claims.

AWI is subject to a unilateral order by the Oregon Department of Environmental Quality (“DEQ”) to conduct a remedial investigation and feasibility study and any necessary remedial design and action at its St. Helens, Oregon facility, as well as the adjacent Scappoose Bay. AWI has denied liability for Scappoose Bay, but has cooperated with the DEQ regarding its owned property. Other potentially responsible parties who are not yet subject to orders by the DEQ include former site owners Owens Corning (“OC”) and Kaiser Gypsum Company, Inc. (“Kaiser”). AWI has entered into an agreement with Kaiser for the sharing of costs and responsibilities with respect to the remedial investigation, feasibility study and remedy selection at the site. OC has entered into a settlement with the DEQ. Pursuant to the settlement, OC has made a lump sum payment to the DEQ in exchange for contribution protection (including protection against common law and statutory contribution claims by AWI against OC) and a covenant not to sue. AWI has reached an agreement with the DEQ as to how these funds will be made available for the investigation and remediation of the site. AWI has recorded an environmental liability with respect to the investigation and feasibility study at its St. Helen’s facility, but not for Scappoose Bay because AWI continues to dispute responsibility for contamination of Scappoose Bay.

A foreign subsidiary of AWI sold a manufacturing facility in 1990, which was prior to AWI’s acquisition of the subsidiary. Under the terms of the sales agreement, an environmental indemnification was provided to the buyer of the facility. During the third quarter of 2005, the facility owner discovered additional areas of soil contamination that require additional remediation. Accordingly, a $3.1 million charge was recorded within SG&A expense to increase our probable liability. As additional sampling efforts and meetings with local government authorities continue, further increases to our recorded liability are possible.

Armstrong Holdings, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions, except share data)

Summary of Financial Position

Liabilities of $26.4 million and $27.3 million at March 31, 2006 and December 31, 2005, respectively were for potential environmental liabilities that we consider probable and for which a reasonable estimate of the probable liability could be made. Where existing data is sufficient to estimate the liability, that estimate has been used; where only a range of probable liabilities is available and no amount within that range is more likely than any other, the lower end of the range has been used. As assessments and remediation activities progress at each site, these liabilities are reviewed to reflect additional information as it becomes available. Due to the Chapter 11 Filing, $19.4 million of the March 31, 2006 and December 31, 2005 environmental liabilities are classified as prepetition liabilities subject to compromise. As a general rule, the Chapter 11 process does not preserve company assets for such prepetition liabilities.

The estimated liabilities above do not take into account any claims for recoveries from insurance or third parties. Such recoveries, where probable, have been recorded as an asset in the consolidated financial statements and are either available through settlement or anticipated to be recovered through negotiation or litigation. The amount of the recorded asset for estimated recoveries was $2.3 million at March 31, 2006 and December 31, 2005.

Actual costs to be incurred at identified sites may vary from our estimates. Based on our current knowledge of the identified sites, we believe that any sum we may have to pay in connection with environmental matters in excess of the amounts noted above would not have a material adverse effect on our financial condition, or liquidity, although the recording of future costs may be material to earnings in such future period.

PATENT INFRINGEMENT CLAIMS

We are a defendant in two lawsuits claiming patent infringement related to some of our laminate flooring products. The plaintiffs have claimed unspecified monetary damages. We are being defended and indemnified by our supplier for costs and potential damages related to the litigation.

During the first quarter of 2006, a favorable settlement of a patent infringement case totaling $8.6 million was recorded within SG&A. This case, in which we were the plaintiff, related to a previously divested business. We expect to receive the proceeds in the second quarter.

OTHER CLAIMS

Additionally, we are involved in various other claims and legal actions involving product liability, patent infringement, breach of contract, distributor termination, employment law issues and other actions arising in the ordinary course of business. While complete assurance cannot be given to the outcome of these claims, we do not expect that any sum that may have to be paid in connection with these matters will have a materially adverse effect on our consolidated financial position or liquidity, however it could be material to the results of operations in the particular period in which a matter is resolved.

NOTE 16. EARNINGS PER SHARE

The diluted loss per share in 2005 is calculated using basic common shares outstanding since using diluted common shares would be anti-dilutive. The difference between the average number of basic and diluted common shares outstanding is due to contingently issuable shares.

NOTE 17. SUBSEQUENT EVENT

On April 3, 2006, we purchased certain assets and assumed certain liabilities of Homerwood Inc, a hardwood flooring company. The acquisition was financed from existing cash balances. The investment will expand Armstrong’s Wood Flooring product offerings. The acquisition will be accounted for under the purchase method of accounting in the second quarter of 2006.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Armstrong Holdings, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Armstrong Holdings, Inc., and subsidiaries (“the Company”) as of March 31, 2006, and the related condensed consolidated statements of earnings, cash flows, and shareholders’ equity for the three-month periods ended March 31, 2006 and 2005. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Armstrong Holdings, Inc., and subsidiaries as of December 31, 2005, and the related consolidated statements of earnings, cash flows and shareholders’ equity for the year then ended (not presented herein); and in our report dated February 23, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Our report dated February 23, 2006 contains an explanatory paragraph that states that three of the Company’s domestic subsidiaries, including Armstrong World Industries, Inc., the Company’s major operating subsidiary, filed separate voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court on December 6, 2000, and that the filing under Chapter 11 and the increased uncertainty regarding the Company’s potential asbestos liability raise substantial doubt about the Company’s ability to continue as a going concern.

/s/ KPMG LLP

Philadelphia, Pennsylvania

April 27, 2006

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Earnings

(amounts in millions)

Unaudited


	Three Months Ended March 31,
	2006			2005
Net sales	$	876.6		$	840.7
Cost of goods sold		692.8			662.5

Gross profit		183.8			178.2
Selling, general and administrative expenses		144.9			170.6
Restructuring charges, net		2.7			8.2
Equity (earnings) from joint venture		(12.0	)		(8.1	)

Operating income		48.2			7.5
Interest expense (unrecorded contractual interest of $19.1 and $21.5)		1.9			2.2
Other non-operating expense		0.1			—
Other non-operating (income)		(1.2	)		(2.2	)
Chapter 11 reorganization costs, net		0.5			2.0

Earnings before income taxes		46.9			5.5
Income tax expense		18.9			8.7

Net earnings (loss)	$	28.0		$	(3.2	)

See accompanying notes to condensed consolidated financial statements beginning on page 37.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Balance Sheets

(amounts in millions, except share data)


	Unaudited March 31, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	492.2		$	602.2
Accounts and notes receivable, net		404.3			328.8
Inventories, net		551.4			514.5
Deferred income taxes		15.4			15.4
Income tax receivable		18.2			18.2
Other current assets		82.9			82.2

Total current assets		1,564.4			1,561.3
Property, plant and equipment, less accumulated depreciation and amortization of $1,587.5 and $1,562.0, respectively		1,115.6			1,145.3
Insurance receivable for asbestos-related liabilities, noncurrent		88.8			88.8
Prepaid pension costs		487.0			476.9
Investment in affiliates		77.6			67.4
Goodwill, net		134.3			134.2
Other intangibles, net		65.5			68.1
Deferred income taxes, noncurrent		967.4			967.4
Other noncurrent assets		95.6			96.6

Total assets	$	4,596.2		$	4,606.0

Liabilities and Shareholder’s Equity
Current liabilities:
Short-term debt	$	16.3		$	14.6
Current installments of long-term debt		4.9			5.4
Accounts payable and accrued expenses		362.3			392.5
Short term amounts due to affiliates		10.1			10.0
Income tax payable		16.4			10.0
Deferred income taxes		0.8			0.8

Total current liabilities		410.8			433.3
Liabilities subject to compromise		4,868.8			4,869.4
Long-term debt, less current installments		20.9			21.5
Postretirement and postemployment benefit liabilities		259.0			258.9
Pension benefit liabilities		222.6			223.7
Other long-term liabilities		80.6			90.0
Deferred income taxes, noncurrent		22.8			21.2
Minority interest in subsidiaries		7.7			7.9

Total noncurrent liabilities		5,482.4			5,492.6
Shareholder’s equity (deficit):
Common stock, $1 par value per share Authorized 200 million shares; issued 51,878,910 shares		51.9			51.9
Capital in excess of par value		172.6			172.6
Reduction for ESOP loan guarantee		(142.2	)		(142.2	)
Accumulated deficit		(882.8	)		(910.8	)
Accumulated other comprehensive income		32.0			37.1
Less common stock in treasury, at cost 2006 and 2005 – 11,393,170 shares		(528.5	)		(528.5	)

Total shareholder’s (deficit)		(1,297.0	)		(1,319.9	)

Total liabilities and shareholder’s equity	$	4,596.2		$	4,606.0

See accompanying notes to condensed consolidated financial statements beginning on page 37.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Shareholder’s Equity

(amounts in millions, except per share amounts)

Unaudited


	2006						2005
Common stock, $1 par value:
Balance at beginning of year and March 31	$	51.9					$	51.9

Capital in excess of par value:
Balance at beginning of year and March 31	$	172.6					$	172.6

Reduction for ESOP loan guarantee:
Balance at beginning of year and March 31	$	(142.2	)				$	(142.2	)

Retained earnings (accumulated deficit):
Balance at beginning of year	$	(910.8	)				$	(1,021.9	)
Net earnings (loss) for period		28.0		$	28.0			(3.2	)	$	(3.2	)

Balance at March 31	$	(882.8	)				$	(1,025.1	)

Accumulated other comprehensive income:
Balance at beginning of year	$	37.1					$	42.8
Foreign currency translation adjustments		0.8						(5.4	)
Derivative (loss) gain, net		(6.0	)					1.4
Minimum pension liability adjustments		0.1						0.8

Total other comprehensive (loss)		(5.1	)		(5.1	)		(3.2	)		(3.2	)

Balance at March 31	$	32.0					$	39.6

Comprehensive income (loss)				$	22.9					$	(6.4	)

Less treasury stock at cost:
Balance at beginning of year and March 31	$	(528.5	)				$	(528.5	)

Total shareholder’s (deficit)	$	(1,297.0	)				$	(1,431.7	)

See accompanying notes to condensed consolidated financial statements beginning on page 37.

Armstrong World Industries, Inc., and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(amounts in millions)

Unaudited


	Three Months Ended March 31,
	2006			2005
Cash flows from operating activities:
Net earnings (loss)	$	28.0		$	(3.2	)
Adjustments to reconcile net earnings (loss) to net cash (used for) operating activities:
Depreciation and amortization		34.2			36.4
Deferred income taxes		5.4			(1.4	)
Equity (earnings) from affiliates, net		(12.0	)		(8.4	)
Chapter 11 reorganization costs, net		0.5			2.0
Chapter 11 reorganization costs payments		(4.1	)		(3.4	)
Restructuring charges, net of reversals		2.7			8.2
Restructuring payments		(1.4	)		(12.8	)
Cash effect of hedging activities		3.3			(5.7	)
Increase (decrease) in cash from change in:
Receivables		(74.4	)		(38.7	)
Inventories		(35.4	)		(19.3	)
Other current assets		2.2			(5.0	)
Other noncurrent assets		(13.4	)		(5.5	)
Accounts payable and accrued expenses		(26.8	)		(43.2	)
Income taxes payable		5.8			6.4
Other long-term liabilities		(4.9	)		(3.4	)
Other, net		0.5			(1.5	)

Net cash (used for) operating activities		(89.8	)		(98.5	)

Cash flow from investing activities:
Purchases of property, plant and equipment and computer software		(22.6	)		(26.9	)
Purchase of minority interest		(1.5	)		—
Distributions from equity affiliates		6.0			6.0
Investment in affiliates		(4.3	)		—
Proceeds from the sale of assets		1.5			1.2

Net cash (used for) investing activities		(20.9	)		(19.7	)

Cash flows from financing activities:
Increase in short-term debt, net		1.5			7.7
Payments of long-term debt		(1.3	)		(1.5	)

Net cash provided by financing activities		0.2			6.2

Effect of exchange rate changes on cash and cash equivalents		0.5			(2.3	)

Net (decrease) in cash and cash equivalents		(110.0	)		(114.3	)
Cash and cash equivalents at beginning of year		602.2			515.9

Cash and cash equivalents at end of period	$	492.2		$	401.6

See accompanying notes to condensed consolidated financial statements beginning on page 37.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

NOTE 1. BASIS OF PRESENTATION

Operating results for the first quarter of 2006 and the corresponding period of 2005 included in this report are unaudited.

On January 1, 2006, we adopted FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”). Prior to January 1, 2006, we used the intrinsic value method for stock-based employee compensation. There would have been no effect on net income if AHI had applied the fair value recognition provisions of FAS 123R to share-based employee compensation in the first quarter of 2005. See Note 13 for additional information on FAS 123R.

NOTE 2. CHAPTER 11 REORGANIZATION

Proceedings under Chapter 11

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

District of Delaware ended on December 31, 2003. On January 6, 2004, the Chapter 11 Case was reassigned to Judge Judith K. Fitzgerald.

Plan of Reorganization and Disclosure Statement

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

2003, the Bankruptcy Court approved the disclosure statement for distribution to parties in interest in the Chapter 11 Case. The projected financial information included in the disclosure statement was updated in certain respects by information submitted to the Bankruptcy Court in connection with the Bankruptcy Court’s November 2003 hearing on confirmation of the POR. The projected financial information was prepared for the limited purposes of consideration by the Bankruptcy Court, creditors and other parties in interest in the Chapter 11 Case of matters pertinent to the case. As indicated in the disclosure statement, the projected financial information and various estimates of value therein provided should not be regarded as representations or warranties by AWI, AHI or any other person. There is no assurance that any such projection or valuation will be realized. The projected financial information and estimates of value were prepared by AWI and its financial advisors and have not been audited or reviewed by independent accountants. The projections will not be updated on an ongoing basis. At the time they were prepared in 2003, the projections reflected numerous assumptions concerning reorganized Armstrong’s anticipated future performance and with respect to prevailing and anticipated market and economic conditions, which were and remain beyond our control and which may not materialize. Projections are inherently subject to significant and numerous uncertainties and to a wide variety of significant business, economic and competitive risks and the assumptions underlying the projections may be wrong in a material respect. Actual results have and may vary significantly from those contemplated by the projections.

AWI filed a Notice of Appeal to the United States Court of Appeals for the Third Circuit on March 4, 2005.

Recent Developments and Next Steps in the Chapter 11 Process

On December 29, 2005, the U.S. Court of Appeals affirmed the District Court’s decision to deny confirmation of the POR.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Committee’s objection that the modified POR unfairly discriminates against the unsecured creditors, based on the size of the present and future asbestos liability implied by the modified POR.

AWI is also monitoring a proposed asbestos claims litigation reform bill in Congress (see the discussion under “Potential Legislation” in Note 15).

AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11.

A description of the basic components of the POR, which remain unchanged in the modified POR, follows.

Asbestos Personal Injury Trust

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Consideration to Be Distributed under the POR

The Asbestos PI Trust and the holders of allowed unsecured claims would share in the following consideration to be distributed under the POR:

•

AWI’s “Available Cash,” which is defined in the POR as:

•

Cash available on the effective date of the POR after reserving up to $100 million (as determined by AWI) to fund ongoing operations and making provisions for certain required payments under the POR,

•

Any cash drawn, at AWI’s sole discretion, under a credit facility to be established as provided by the POR for the purpose of funding distributions under the POR, and

•

Certain insurance proceeds related to environmental matters

•

Plan Notes of AWI as further described below or net cash proceeds from any private offerings of debt securities issued in lieu thereof, and

•

Substantially all of the new common stock of AWI.

The POR provides that unsecured creditors, other than convenience creditors described below, would receive their pro rata share of:

•

34.43% of the new common stock of reorganized Armstrong,

•

34.43% of the first $1.05 billion of all the cash and Plan Notes to be distributed under the POR to unsecured creditors (other than convenience creditors) and the Asbestos PI Trust, in the form of:

•

Up to $300 million of Available Cash and

•

The balance in principal amount of Plan Notes or in net cash proceeds from any private offerings of debt securities made in lieu of issuing Plan Notes.

•

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Under the POR, the existing equity interests in AWI (including all of its outstanding shares of common stock) would be cancelled and the holders of such interests will receive no distribution of any material consideration. As discussed above, the POR was modified on February 21, 2006 to delete the provisions for the distribution of warrants to existing equity holders.

Valuation of Consideration to be Distributed under the POR

•

Plan Notes in the aggregate principal amount of $775 million, that are worth their face value; and

•

Available Cash of approximately $350 million that AWI expects to have.

AHI Dissolution

Common Stock and Debt Securities

Bar Date for Filing Claims

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

In its ongoing review of the filed claims, AWI to date has objected to approximately 2,200 claims totaling $2.7 billion. The Bankruptcy Court disallowed these claims with prejudice.

Financing

Accounting Impact

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

compromise at March 31, 2006 and December 31, 2005. Liabilities that may be affected by a plan of reorganization are recorded at the expected amount of the allowed claims, even if they may be settled for lesser amounts. Substantially all of AWI’s pre-Filing debt, now in default, is recorded at face value and is classified within liabilities subject to compromise. Obligations of AWI subsidiaries not covered by the Filing remain classified on the consolidated balance sheet based upon maturity date. AWI’s estimated liability for asbestos-related personal injury claims is also recorded in liabilities subject to compromise. See Note 15 for further discussion of AWI’s asbestos liability.


	2006			2005
Professional fees	$	5.2		$	3.8
Interest income, post-Filing		(4.7	)		(1.9	)
Other expense directly related to bankruptcy, net		—			0.1

Total Chapter 11 reorganization costs, net	$	0.5		$	2.0

Professional fees represent legal and financial advisory fees and expenses directly related to the Filing.

Interest income is earned from short-term investments subsequent to the Filing.

Conclusion

AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11. Therefore, the timing and terms of a resolution of the Chapter 11 Case remain uncertain.

NOTE 3. SEGMENT RESULTS


	Three Months Ended March 31,
Net sales to external customers	2006		2005
Resilient Flooring	$	283.8	$	284.9
Wood Flooring		205.2		190.1
Textiles and Sports Flooring		64.8		62.9
Building Products		267.9		253.6
Cabinets		54.9		49.2

Total sales to external customers	$	876.6	$	840.7

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)


	Three Months Ended March 31,
Segment operating income (loss)	2006			2005
Resilient Flooring	$	(3.4	)	$	(9.6	)
Wood Flooring		11.5			8.8
Textiles and Sports Flooring		0.5			(5.9	)
Building Products		40.0			35.3
Cabinets		0.2			(5.9	)
Unallocated Corporate (expense)		(0.6	)		(15.0	)

Total consolidated operating income	$	48.2		$	7.7


	Three Months Ended March 31,
	2006			2005
Segment operating income	$	48.2		$	7.7
Interest expense		1.9			2.2
Other non-operating expense		0.1			—
Other non-operating income		(1.2	)		(2.2	)
Chapter 11 reorganization costs, net		0.5			2.0

Earnings before income taxes	$	46.9		$	5.7


Segment assets	March 31, 2006			December 31, 2005
Resilient Flooring	$	704.6		$	675.9
Wood Flooring		676.8			646.4
Textiles and Sports Flooring		215.6			196.6
Building Products		635.8			613.2
Cabinets		100.8			99.1

Total segment assets		2,333.6			2,231.2
Assets not assigned to segments		2,262.6			2,374.8

Total consolidated assets	$	4,596.2		$	4,606.0

NOTE 4. LIABILITIES SUBJECT TO COMPROMISE

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Liabilities subject to compromise at March 31, 2006 and December 31, 2005 are as follows:


	March 31, 2006		December 31, 2005
Debt (at face value)⁽¹⁾	$	1,388.6	$	1,388.6
Asbestos-related liability		3,190.6		3,190.6
Prepetition trade payables		58.1		58.1
Prepetition other payables and accrued interest		69.1		69.7
Amounts due to affiliates		4.7		4.7
ESOP loan guarantee		157.7		157.7

Total liabilities subject to compromise	$	4,868.8	$	4,869.4

⁽¹⁾	In accordance with SOP 90-7, we did not record contractual interest expense on prepetition debt after the Chapter 11 filing date. This unrecorded interest expense was $19.1 million in the first quarter of 2006 and $21.5 million in the first quarter of 2005.

NOTE 5. INVENTORIES


	March 31, 2006			December 31, 2005
Finished goods	$	372.6		$	339.1
Goods in process		50.9			44.6
Raw materials and supplies		194.7			194.4
Less LIFO and other reserves		(66.8	)		(63.6	)

Total inventories, net	$	551.4		$	514.5

NOTE 6. NATURAL GAS HEDGES

NOTE 7. EQUITY INVESTMENTS

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Condensed income statement data for WAVE, our joint venture accounted for under the equity method of accounting, is summarized below:


	Three Months Ended March 31,
	2006		2005
Net sales	$	79.0	$	72.6
Gross profit		29.0		20.7
Net earnings		24.0		16.1

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

As of January 1, 2006, we had goodwill of $134.2 million. Goodwill is required to be tested for impairment at least annually. We perform our annual assessment in the fourth quarter.

The following table represents the change in goodwill for the first three months of 2006.


Goodwill by segment	January 1, 2006		Adjustments, net⁽¹⁾		Impairments	March 31, 2006
Wood Flooring	$	108.2		—	—	$	108.2
Building Products		13.4	$	0.1	—		13.5
Cabinets		12.6		—	—		12.6

Total consolidated goodwill	$	134.2	$	0.1	—	$	134.3

⁽¹⁾	Consists of the effects of foreign exchange.

The following table details amounts related to AHI’s intangible assets as of March 31, 2006 and December 31, 2005.


	March 31, 2006				December 31, 2005
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Computer software	$	103.7	$	70.8	$	102.1	$	66.7
Land use rights and other		4.5		1.2		4.5		1.1

Total	$	108.2	$	72.0	$	106.6	$	67.8

Unamortized intangible assets
Trademarks and brand names	$	29.3			$	29.3

Other intangible assets, gross	$	137.5			$	135.9


Aggregate Amortization Expense
For the three months ended March 31, 2006	$	4.2
For the three months ended March 31, 2005	$	4.0

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

NOTE 9. RESTRUCTURING AND OTHER ACTIONS

Net restructuring charges of $2.7 million and $8.2 million were recorded in the first quarters of 2006 and 2005, respectively. These charges are summarized in the following table:


	Net Charge/(Reversal) Three Months Ended March 31,
Action Title	2006		2005			Segment
Lancaster Plant	$	2.3	$	6.8		Resilient Flooring
Hoogezand		0.4		1.0		Building Products
North America SG&A		—		(0.1	)	Resilient Flooring
Morristown		—		0.2		Cabinets
Searcy		—		0.1		Wood Flooring
Oss		—		0.2		Textiles & Sports Flooring

Total	$	2.7	$	8.2

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

The following table summarizes activity in the restructuring accruals for the first three months of 2006 and 2005.


	Beginning Balance		Cash Payments			Net Charges		Other			Ending Balance
2006	$	8.8	$	(1.4	)	$	0.5	$	—		$	7.9
2005		24.8		(12.8	)		2.0		(0.4	)		13.6

The amount in “other” for 2005 is related to the effects of foreign currency translation.

Of the March 31, 2006 and 2005 ending balances, $1.3 million is reported in liabilities subject to compromise.

NOTE 10. INCOME TAX EXPENSE


	Three months ended March 31,
	2006		2005
Earnings before income taxes	$	46.9	$	5.7
Income tax expense	$	18.9	$	8.7

In the first quarter of 2006, income tax expense of $18.9 million resulted in an effective tax rate of 40.3% based on pre-tax income of $46.9 million.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

NOTE 11. PENSIONS

Following are the components of net periodic benefit costs:


	Three Months Ended March 31,
	2006			2005
U.S. defined-benefit plans
Pension Benefits
Service cost of benefits earned	$	4.5		$	6.2
Interest cost on projected benefit obligation		23.2			24.0
Expected return on plan assets		(40.5	)		(39.5	)
Amortization of prior service cost		2.2			4.1
Recognized net actuarial loss		0.4			0.4

Net periodic pension (credit)	$	(10.2	)	$	(4.8	)

Retiree Health and Life Insurance Benefits
Service cost of benefits earned	$	0.6		$	0.7
Interest cost on projected benefit obligation		5.0			5.1
Amortization of prior service benefit		(1.6	)		(1.4	)
Recognized net actuarial loss		3.1			3.0

Net periodic postretirement benefit cost	$	7.1		$	7.4

Non-U.S. defined-benefit plans
Pension Benefits
Service cost of benefits earned	$	2.6		$	2.6
Interest cost on projected benefit obligation		5.1			5.7
Expected return on plan assets		(3.8	)		(4.1	)
Amortization of prior service cost		0.2			—
Recognized net actuarial loss		0.7			0.5

Net periodic pension cost	$	4.8		$	4.7

NOTE 12. PRODUCT WARRANTIES


	2006			2005
Balance at January 1	$	21.1		$	22.6
Reductions for payments		(8.0	)		(8.5	)
Current year warranty accruals		8.8			8.7
Preexisting warranty accrual changes		(0.3	)		(0.1	)
Effects of foreign exchange translation		0.1			(0.4	)

Balance at March 31	$	21.7		$	22.3

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

NOTE 13. SHARE-BASED COMPENSATION PLANS


Changes in option shares outstanding (thousands except for share price and life)	Option Shares		Weighted-average exercise price		Weighted- average remaining contractual life
Option shares outstanding at January 1, 2006	1,987.3		$	27.97
Options granted	—			—
Option shares exercised	—			—
Options cancelled	(189.8	)		59.87

Option shares outstanding at March 31, 2006	1,797.5		$	24.60	3.76
Option shares exercisable at March 31, 2006	1,797.5		$	24.60	3.76
Shares available for grant	5,005.3

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

The intrinsic value of the shares outstanding and exercisable at March 31, 2006 was $0, as the exercise price of all options exceeded the market price of the stock on that date.

NOTE 14. SUPPLEMENTAL CASH FLOW INFORMATION


	Three Months Ended March 31,
	2006		2005
Interest paid	$	0.4	$	0.5
Income taxes paid, net	$	7.7	$	3.9

NOTE 15. LITIGATION AND RELATED MATTERS

ASBESTOS-RELATED LITIGATION

(Note: Particular documents referred to in this section are available at www.armstrongplan.com)

Asbestos-Related Personal Injury Claims

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

to the plan of reorganization were filed, culminating in the Fourth Amended Plan of Reorganization filed with the Bankruptcy Court on May 23, 2003, which was modified by modifications filed with the Bankruptcy Court on October 17, 2003, November 10, 2003, and December 3, 2004, and is referred to in this report as the “POR”.

AWI is also monitoring a proposed asbestos claims litigation reform bill in Congress.

See Note 2 for further discussion of AWI’s Chapter 11 process. AWI is unable to predict whether the modified POR will be confirmed or when AWI would emerge from Chapter 11.

A description of the basic components of the POR, which remain unchanged in the modified POR, follows.

Basic Components of the POR

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

In addition, workers’ compensation claims brought against AWI or its subsidiaries or other affiliates would not be channeled to the Asbestos PI Trust and would remain subject to the workers’ compensation process. Historically, workers’ compensation claims against AWI and its subsidiaries have not been significant in number or amount and AWI has continued to honor its obligations with respect to such claims during the Chapter 11 Case. Workers’ compensation law provides that the employer is responsible for evaluation, medical treatment and lost wages as a result of a job-related injury. Currently, AWI has four pending workers’ compensation claims, and its UK subsidiary has seven employer liability claims involving alleged asbestos exposure.

Potential Legislation

If legislation as currently proposed is enacted into law prior to AWI implementing a confirmed plan of reorganization, AWI’s asbestos liability would likely be materially reduced from the $3.2 billion amount currently recorded, but its size would depend on AWI’s payment obligations under the law and the present value of those obligations. In such event, AWI would seek to develop a new plan of reorganization based on a re-evaluation of the then value of AWI’s assets and ongoing businesses, the amount of allowed unsecured claims against AWI (including any post-petition interest that may be allowed on such claims, as to which no amount is currently recorded in AWI’s liabilities subject to compromise), the amount AWI would be required to pay under the enacted legislation, and other factors. Under the absolute priority rule applicable in Chapter 11, AWI’s shareholder would not be entitled to any recovery until the allowed claims of all of its creditors have been satisfied. We do not know enough today to predict the likely terms of a reorganization plan that may be feasible under such circumstances, or if such reorganization would result in existing AHI shareholders receiving or retaining any equity value in AWI upon AWI’s emergence from Chapter 11.

Asbestos-Related Liability

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

estimate its probable liability for AWI’s current and future asbestos-related personal injury claims. Accordingly, in the fourth quarter of 2002, AWI recorded a $2.5 billion charge to increase the balance sheet liability. The recorded asbestos-related liability for personal injury claims of approximately $3.2 billion at March 31, 2006 and December 31, 2005, which was treated as subject to compromise, represents the estimated amount of liability that is implied based upon the negotiated resolution reflected in the POR, the total consideration expected to be paid to the Asbestos PI Trust pursuant to the POR and an assumption for this purpose that the recovery value percentage for the allowed claims of the Asbestos PI Trust is equal to the estimated recovery value percentage for the allowed non-asbestos unsecured claims.

Insurance Recovery Proceedings

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Insurance Asset

Many uncertainties remain in the insurance recovery process; therefore, AWI did not increase the estimated insurance recovery asset in the first three months of 2006.

Cash Flow Impact

Conclusion

ENVIRONMENTAL MATTERS

Environmental Expenditures

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

Standards for Hazardous Air Pollutants for Industrial, Commercial, and Institutional Boilers and Process Heaters Act, became effective in November, 2004, and requires compliance by September 13, 2007. While we are finalizing our review of this regulation, adoption of this regulation is not expected to have a material impact on our consolidated results of operations or financial condition.

Environmental Remediation

Summary

Effects of Chapter 11

Monetary claims with respect to properties that AWI does not own or operate (such as formerly owned sites, or landfills to which AWI’s waste was taken) may be discharged in AWI’s Chapter 11 Case. Accordingly, claims brought by a federal or state agency alleging that AWI should reimburse the claimant for money that it spent cleaning up a site which AWI does not own or operate would be subject to discharge, provided the claimant received proper notice of the bankruptcy and bar date. The same would be true for monetary claims by private parties, such as other PRPs with respect to sites with multiple PRPs. Under the POR, the Superfund sites at which AWI is alleged to be a PRP are being treated as unsecured liabilities subject to compromise. Other Superfund sites relate to entities that are not part of AWI’s Chapter 11 Case and therefore will not be discharged.

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

dischargeable. Thus, according to some cases, while a governmental agency’s right to require AWI to reimburse it for the costs of cleaning up a site may be dischargeable, the same government agency’s right to compel us to spend our money cleaning up the same site may not be dischargeable even though the financial impact to AWI would be the same in both instances.

Specific Events

Summary of Financial Position

Armstrong World Industries, Inc., and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(dollar amounts in millions)

available. Due to the Chapter 11 Filing, $19.4 million of the March 31, 2006 and December 31, 2005 environmental liabilities are classified as prepetition liabilities subject to compromise. As a general rule, the Chapter 11 process does not preserve company assets for such prepetition liabilities.

PATENT INFRINGEMENT CLAIMS

OTHER CLAIMS

NOTE 16. SUBSEQUENT EVENT

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

(dollar amounts in millions)

Item 2.

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

Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. Armstrong Holdings, Inc. is a Pennsylvania corporation and the publicly held parent holding company of AWI. Armstrong Holdings, Inc.’s only significant asset and operation is its indirect ownership, through Armstrong Worldwide, Inc. (a Delaware Corporation), of all of the capital stock of AWI. We include separate financial statements for Armstrong Holdings, Inc. and its subsidiaries and AWI and its subsidiaries in this report because both companies have public securities that are registered under the Securities Exchange Act of 1934 (the “Securities Exchange Act”). The differences between the financial statements of Armstrong Holdings, Inc. and its subsidiaries and AWI and its subsidiaries are primarily due to transactions that occurred in 2000 related to the formation of Armstrong Holdings, Inc. and to employee compensation-related stock activity. The following discussion and analysis pertains to both Armstrong Holdings, Inc. and its subsidiaries and Armstrong World Industries, Inc. and its subsidiaries due to the lack of material differences in the financial statements, as explained in Note 1 of the Condensed Consolidated Financial Statements. Due to the lack of material differences in the operations, when we refer in this document to Armstrong Holdings, Inc. and its subsidiaries as “AHI,” “Armstrong,” “we” and “us,” we are also effectively referring to AWI and its subsidiaries. We use the term “AWI” when we are referring solely to Armstrong World Industries, Inc.

This discussion should be read in conjunction with the financial statements and the accompanying notes included elsewhere in this Form 10-Q. This discussion contains forward-looking statements based on our current expectations, which are inherently subject to risks and uncertainties. Actual results and the timing of certain events may differ significantly from those referred to in such forward-looking statements. We undertake no obligation beyond what is required under applicable securities law to publicly update or revise any forward-looking statement to reflect current or future events or circumstances, including those set forth in the section entitled “Uncertainties Affecting Forward-Looking Statements” and elsewhere in this Form 10-Q.

References to performance excluding the translation effect of changes in foreign exchange rates are non-GAAP measures. We believe that this information improves the comparability of business performance by excluding the impacts of changes in foreign exchange rates when translating comparable foreign currency amounts. We calculate the translation effect of foreign exchange rates by applying the current year’s foreign exchange rates to the equivalent period’s foreign currency amounts as reported in the prior year. We believe that this non-GAAP reference provides a clearer picture of our operating performance. Furthermore, management evaluates the performance of the businesses excluding these items.

We maintain a website at http://www.armstrong.com. Information contained on our website is not incorporated into this document. Annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports and other information about us are available free of charge through this website as soon as reasonably practicable after the reports are electronically filed with the Securities and Exchange Commission (“SEC”).

OVERVIEW

We are a leading global producer of flooring products and ceiling systems for use primarily in the construction and renovation of residential, commercial and institutional buildings. Through our United States (“U.S.”) operations and U.S. and international subsidiaries, we design, manufacture and sell flooring products (resilient, wood, carpeting and sports flooring) and ceiling systems (primarily mineral fiber, fiberglass and metal) around the world. We also design, manufacture and sell kitchen and bathroom cabinets in the U.S. We own and operate 41 manufacturing plants in 12 countries, including 24 plants located throughout the United States. Through WAVE, our joint venture with Worthington Industries, Inc., we also have an interest in 7 additional plants in 5 countries that produce suspension system (grid) products for our ceiling systems.

Our business strategy focuses on product innovation, product quality and customer service. In our

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

(dollar amounts in millions)

businesses, these factors are the primary determinants of market share gain or loss. Our objective is to ensure that anyone buying a floor or ceiling can find an Armstrong product that meets his or her needs. Our cabinet strategy is more focused – on stock cabinets in select geographic markets. In these segments, we have the same objectives: high quality, good customer service and products that meet our customers’ needs. Our markets are very competitive, which limits our pricing flexibility. This requires that we increase our productivity each year – both in our plants and in our administration of the businesses.

On December 6, 2000, AWI filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to use the court-supervised reorganization process to achieve a resolution of its asbestos liability. Also filing under Chapter 11 were two of AWI’s wholly-owned subsidiaries, Nitram Liquidators, Inc. and Desseaux Corporation of North America, Inc. The Chapter 11 cases are being jointly administered under case number 00-4471 (the “Chapter 11 Case”). AWI is operating its business and managing its properties as a debtor-in-possession subject to the provisions of the Bankruptcy Code. See Note 2 of the Condensed Consolidated Financial Statements for information on the Chapter 11 Case and Note 15 of the Condensed Consolidated Financial Statements for information on asbestos litigation.

Reportable Segments

Resilient Flooring — produces a broad range of floor coverings for homes and commercial and institutional buildings. Resilient Flooring products include vinyl sheet, vinyl tile, linoleum flooring and luxury vinyl tile. In addition, our Resilient Flooring segment sources and sells laminate flooring products, ceramic tile products, adhesives, installation and maintenance materials and accessories. Resilient Flooring products are offered in a wide variety of types, designs and colors. We sell these products to wholesalers, large home centers, retailers, contractors and to the manufactured homes industry.

Wood Flooring — produces and sources wood flooring products for use in new residential construction and renovation, with some commercial applications in stores, restaurants and high-end offices. The product offering includes solid wood (predominantly pre-finished), engineered wood floors in various wood species (with oak being the primary species of choice) and related accessories. Virtually all of our Wood Flooring’s sales are in North America. Our Wood Flooring products are generally sold to independent wholesale flooring distributors and large home centers under the brand names Bruce^®, Hartco^®, Robbins^®, Timberland™ and Armstrong™.

Textiles and Sports Flooring (“TSF”) — produces carpeting and sports flooring products that are sold mainly in Europe. Carpeting products consist principally of carpet tiles and broadloom used in commercial applications and in the leisure and travel industry. Sports flooring products include artificial turf and other sports surfaces. Our TSF products are sold primarily through retailers, contractors, distributors and other industrial businesses.

Building Products — produces suspended mineral fiber, soft fiber and metal ceiling systems for use in commercial, institutional and residential settings. In addition, our Building Products segment sources complementary ceiling products. Our products are available in numerous colors, performance characteristics and designs, and offer attributes such as acoustical control, rated fire protection and aesthetic appeal. Commercial ceiling materials and accessories are sold to ceiling systems contractors and to resale distributors. Residential ceiling products are sold primarily in North America through wholesalers and retailers (including large home centers). Suspension system (grid) products manufactured by WAVE are sold by both Armstrong and our WAVE joint venture.

Cabinets — produces kitchen and bathroom cabinetry and related products, which are used primarily in the U.S. residential new construction and renovation markets. Through our system of company-owned and independent distribution centers and through direct sales to builders, our Cabinets segment provides design, fabrication and installation services to single and multi-family homebuilders, remodelers and consumers under the brand names Armstrong™ and Bruce^®.

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

(dollar amounts in millions)

We also report an Unallocated Corporate segment, which includes assets and expenses that have not been allocated to the business units.

See Note 3 of the Condensed Consolidated Financial Statements for additional financial information on our reportable segments.

Financial highlights for the first quarter:


	Three Months Ended March 31						Change is Favorable
	Three Months Ended March 31						As Reported		Excluding Effects of Foreign Exchange Rates
	2006			2005			As Reported		Excluding Effects of Foreign Exchange Rates
Total Consolidated Net Sales	$	876.6		$	840.7		4.3	%	6.8	%
Operating Income	$	48.2		$	7.7		Favorable		Favorable
Net decrease in cash and cash equivalents	$	(110.0	)	$	(114.3	)	3.8	%	3.0	%

In the first quarter of 2006, all segments delivered year-over-year growth in both sales and earnings, excluding the translation effect of changes in foreign exchange rates.

•

Resilient Flooring’s operating loss declined as the benefits of cost reduction efforts more than offset inflationary cost pressures.

•

Wood Flooring grew operating income significantly as volume growth and production efficiencies more than offset price declines.

•

Textiles and Sports Flooring sales and operating income improved on strong growth in carpet products and moderate increases in sports flooring.

•

Building Products sustained sales and earnings growth trends.

•

Cabinets grew sales and reversed the prior year’s significant operating loss to deliver modest operating income.

Factors Affecting Revenues

Markets. We compete in building material markets around the world. The majority of our sales opportunity is in the North American and European markets. During the first quarter of 2006, these markets experienced the following:

•

In the U.S. residential market, housing construction continued to expand with approximately 1.76 million single-family housing units completed (at seasonally adjusted and annualized rates) in the first quarter of 2006 compared to approximately 1.58 million units in the same period of 2005, an increase of nearly 12%. Total U.S. housing starts in the first quarter of 2006 rose 2% over the same period of 2005. However, sales of existing homes declined nearly 3% year-over-year, with approximately 6.7 million homes sold in January and February 2006 (at seasonally adjusted and annualized rates) compared to approximately 6.9 million in the same months of 2005.

U.S. retail sales through building materials, garden equipment and supply stores (an indicator of home renovation activity) have been accelerating, rising nearly 18% in the first quarter of 2006 over sales levels in the first quarter of 2005, according to figures from the U.S. Census Bureau.

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

(dollar amounts in millions)

This growth has been partially due to the strong sales of existing homes last year, after allowing for the usual lag for renovation-related expenditures. Improving employment conditions have also supported retail sales growth.

•

The North American commercial market strengthened across all segments in the first quarter of 2006, with renovation improving in the office and education segments, and construction completions in the office, healthcare, retail and education segments increasing between 8% and 10% compared to the first quarter of 2005. Industry statistics indicate that commercial starts will improve in 2006, with improvements anticipated in office, education and health care, while the retail segment will decline slightly. Office vacancy rates improved significantly in the first quarter, reaching a five year low, which could also positively impact the renovation segment of this market.

•

In Europe, markets in Western European countries remained soft, while Eastern European markets continued to grow strongly.

•

Growth continued across nearly all Pacific Rim markets.

Quality and Customer Service Issues. Our quality and customer service are critical components of our total value proposition. In the first quarter of 2006, we experienced no significant quality or customer service issues.

Pricing Initiatives. During 2006 and 2005, we modified prices in response to changes in costs for raw materials and energy, and to market conditions and the competitive environment. The net impact of these pricing initiatives improved sales in the first quarter of 2006 compared to the first quarter of 2005. The most significant of these pricing actions were:

•

In Resilient Flooring, we announced price increases effective in the fourth quarter of 2005. We also made price concessions for certain products and geographical regions to respond to competitive conditions.

•

In Wood Flooring, price changes are implemented in response to competitive conditions. During the year 2005, we decreased selling prices on solid wood products.

•

In Building Products, we announced price increases in the first quarter of 2006 in response to inflationary cost pressures.

•

In Cabinets, we implemented a January 2006 price increase.

In certain cases, price increases realized were less than the announced price increases because of our response to competitive actions and changing market conditions.

The pricing actions described above increased consolidated net sales in the first quarter of 2006 by approximately $5 million, when compared to the first quarter of 2005.

Impact From Major Customers’ Decisions. Lowe’s Companies, Inc. (“Lowe’s”), one of our largest customers, advised us in 2004 that they would reduce the number of laminate flooring products they purchase from us starting in the first quarter of 2005. We currently estimate that the Lowe’s decision will incrementally reduce 2006 sales by approximately $20 million.

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

(dollar amounts in millions)

Factors Affecting Operating Costs

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

Our largest individual raw material expenditures are for lumber and veneers, PVC resins, backings for various flooring products and plasticizers. Fluctuations in the prices of these raw materials are generally beyond our control and have a direct impact on our financial results. In the first quarter of 2006, we experienced the following:

•

PVC is a widely used, oil-based raw material. We experience cost pressures on PVC when energy prices increase and when industrial demand for the material increases. Our cost to acquire PVC resin and plasticizers prices increased by approximately $4 million in the first quarter of 2006 compared to 2005, and we anticipate continued year-on-year increases over the remainder of 2006.

We incurred approximately $7 million of additional net costs for natural gas in the first quarter of 2006 compared to the first quarter of 2005 due to price increases, and expect year-on-year increases to continue.

Cost Reduction Initiatives. During 2004, we implemented several significant manufacturing and organizational programs to improve our cost structure and enhance our competitive position. We did not initiate any additional manufacturing or organizational programs in 2005 or the first quarter of 2006 but did incur costs in the first quarters of 2006 and 2005 related to previously announced cost reduction initiatives. The major 2004 programs were:

•

We ceased production of certain products at our Resilient Flooring manufacturing plant in Lancaster, Pennsylvania, transferring production to other Resilient Flooring plants.

•

We announced that we would cease production at our Building Products plant in The Netherlands. Acceptance of the closure proposal was received from the local works council in the fourth quarter of 2004. The plant ceased production in the first quarter of 2005, and production was transferred to another Building Products location.

•

We ceased production at our Cabinets manufacturing plant in Morristown, Tennessee, transferring production to other Cabinets plants.

•

We restructured the sales force and management structure in our North America flooring organization.

•

We announced that we would cease production at our Wood Flooring manufacturing plant in Searcy, Arkansas. Production ended in the first quarter of 2005, and was transferred to other Wood Flooring plants.

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

(dollar amounts in millions)

We incurred the following expenses in the first quarter of 2006 due to implementing these initiatives:


	Cost of Goods Sold		SG&A Expense		Restructuring Charges		Total Expenses
Resilient Flooring	$	5.9	$	1.0	$	2.3	$	9.2
Wood Flooring		—		—		—		—
Textiles & Sports Flooring		—		—		—		—
Building Products		—		—		0.4		0.4
Cabinets		—		—		—		—

Total Consolidated	$	5.9	$	1.0	$	2.7	$	9.6

Cost of goods sold includes $0.2 million of accelerated depreciation and $5.7 million of other related costs.

We incurred the following expenses in the first quarter of 2005 due to implementing these initiatives:


	Cost of Goods Sold		Restructuring Charges		Total Expenses
Resilient Flooring	$	2.4	$	6.7	$	9.1
Wood Flooring		—		0.1		0.1
Textiles & Sports Flooring		—		0.2		0.2
Building Products		0.6		1.0		1.6
Cabinets		0.9		0.2		1.1

Total Consolidated	$	3.9	$	8.2	$	12.1

Cost of goods sold includes $2.7 million of accelerated depreciation and $1.2 million of other related costs.

See Note 9 of the Condensed Consolidated Financial Statements for more information on restructuring charges.

On-going Cost Reduction.In addition to significant cost reduction programs we have an ongoing focus on continuously improving our cost structure.

Employee Benefits. We recorded a pre-tax charge of $16.9 million in the fourth quarter of 2005 in cost of goods sold ($11.4 million) and SG&A ($5.5 million), related to changes made to the U.S. defined benefit pension plan. The changes are considered a curtailment under SFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits”. The changes are expected to reduce Armstrong’s annual retirement-related expenses by approximately $13 million in 2006 and $15 million in 2007, based on pension assumptions for 2006.

Factors Affecting Cash Flow

Historically, excluding the cash demands for asbestos-related claims in 2000 and prior years, we typically generate negative cash flow from our operating activities in the first quarter, but generate positive cash flow from operating activities on an annual basis. The amount of cash generated in any one period is dependent on a number of factors, including the amount of operating profit generated and the amount of working capital (such as inventory, receivables and payables) required to operate our businesses. To maintain and enhance our operating efficiencies, we typically invest in property, plant & equipment (“PP&E”) and computer software.

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

(dollar amounts in millions)

During the first quarter of 2006, our cash and cash equivalents balance decreased by $110.0 million, compared to a decrease of $114.3 million during the same period of 2005. The favorable change was due primarily to less cash used by operations and lower capital expenditures in 2006. See Financial Condition and Liquidity for further discussion.

Employee Relations

As of March 31, 2006, we had approximately 14,600 full-time and part-time employees worldwide, compared to approximately 14,900 employees as of December 31, 2005. The decline reflects headcount reductions associated with cost reduction initiatives in Resilient Flooring. As of the date of this filing, no employees are working under an expired contract.

RESULTS OF OPERATIONS

Unless otherwise indicated, net sales in these results of operations are reported based upon the location where the sale was made.

2006 COMPARED TO 2005

CONSOLIDATED RESULTS


	Three Months Ended March 31,				Change is Favorable/(Unfavorable)
	Three Months Ended March 31,				As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
	2006		2005		As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
Net Sales:
Americas	$	645.4	$	600.6	7.5	%	7.1	%
Europe		203.9		214.7	(5.0	)%	5.4	%
Pacific Rim		27.3		25.4	7.5	%	9.6	%

Total Consolidated Net Sales	$	876.6	$	840.7	4.3	%	6.8	%
Operating Income	$	48.2	$	7.7	Favorable		Favorable

⁽¹⁾	Excludes unfavorable foreign exchange rate effect in translation of $19.7 million on net sales and $1.0 million on operating income.

Net sales in the Americas increased in the first quarter on growth in every segment, with particular strength in Building Products and Wood Flooring sales.

Excluding the translation effect of changes in foreign exchange rates, net sales in the European markets increased in all segments, with particular strength in the Textiles and Sports Flooring segment.

Excluding the translation effect of changes in foreign exchange rates, net sales in the Pacific Rim increased in both the Resilient Flooring and the Building Products segments.

Cost of goods sold in the first quarter of 2006 was 79.0% of net sales, compared to 78.8% in the same period of 2005. The percentage increase was primarily due to higher spend on cost reduction initiatives and increased costs for raw materials and energy. These factors were mostly offset by improved productivity and a higher U.S. pension credit.

SG&A expense in the first quarter of 2006 was $144.9 million (16.5% of net sales), compared to $170.4 million (20.3% of net sales) for the first quarter of 2005. Excluding the translation effect of changes in foreign exchange rates of $5.8 million, SG&A expenses were $19.7 million lower than the 2005 SG&A expenses. The decrease was the result of cost reduction initiatives, a higher U.S. pension credit and a favorable $8.6 million settlement of a patent infringement case.

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

(dollar amounts in millions)

We recorded a net restructuring charge of $2.7 million in the first quarter of 2006 compared to $8.2 million in the first quarter of 2005. See Note 9 of the Condensed Consolidated Financial Statements for a description of the restructuring actions.

Equity earnings from our WAVE joint venture were $12.0 million in the first quarter of 2006 compared to $8.1 for the first quarter of 2005. The growth in earnings was due to volume growth and margin expansion related to declining steel costs.

Operating income of $48.2 million in the first quarter of 2006 compared to operating income of $7.7 million in the first quarter of 2005.

Interest expense was $1.9 million in the first quarter of 2006, compared to $2.2 million in the first quarter of 2005. In accordance with SOP 90-7, we did not record contractual interest expense on prepetition debt after the Chapter 11 filing date. This unrecorded interest expense was $19.1 million in the first quarter of 2006 and $21.5 million in the first quarter of 2005. Unrecorded interest expense reflects the amount of interest expense we would have incurred under the original maturities of prepetition debt.

Chapter 11 reorganization costs, net, in the first quarter of 2006 were $0.5 million, compared to $2.0 million in the first quarter of 2005. The decrease is primarily due to increased interest income resulting from both larger cash balances and higher interest rates. This more than offset higher professional fees.

In the first quarter of 2006, income tax expense of $18.9 million compared to $8.7 million in 2005. The effective tax rate for the first quarter was 40.3% in 2006 based on pre-tax income of $46.9 million and 152.6% in 2005 based on pre-tax income of $5.7 million. The effective tax rate improvement relates primarily to a $7.6 million reduction in foreign losses for which no tax benefit can be recognized and the effect of the increased earnings in 2006 relative to other comparable tax versus book differences.

Net earnings of $28.0 million for the first quarter of 2006 compared to net loss of $3.0 million for the first quarter for 2005.

REPORTABLE SEGMENT RESULTS

Resilient Flooring


	Three Months Ended March 31,						Change is Favorable/(Unfavorable)
	Three Months Ended March 31,						As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
	2006			2005			As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
Net Sales:
Americas	$	213.7		$	211.6		1.0	%	0.5	%
Europe		58.0			62.7		(7.5	)%	2.8	%
Pacific Rim		12.1			10.6		14.2	%	17.5	%

Total Segment Net Sales	$	283.8		$	284.9		(0.4	)%	1.6	%
Operating (Loss)	$	(3.4	)	$	(9.6	)	64.6	%	60.9	%

⁽¹⁾	Excludes unfavorable foreign exchange rate effect in translation of $5.5 million on net sales and favorable foreign exchange rate effect of $0.9 million on operating income.

Net sales in the Americas grew $2.1 million as increased sales of commercial vinyl and laminate products offset declines in residential vinyl products.

Excluding the translation effect of changes in foreign exchange rates, net sales in the European markets increased $1.6 million with favorable price and product mix offsetting modest volume declines.

Excluding the translation effect of changes in foreign exchange rates, net sales in the Pacific Rim were $1.8 million higher on higher volumes.

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

(dollar amounts in millions)

An operating loss of $3.4 million in the first quarter of 2006 was $6.2 million better than first quarter of 2005. The improvement is primarily attributable to benefits from previously implemented cost reduction efforts that more than offset raw material cost inflation.

Wood Flooring


	Three months ended March 31,				Change is Favorable
	2006		2005		Change is Favorable
Total Segment Net Sales⁽¹⁾	$	205.2	$	190.1	7.9	%
Operating Income	$	11.5	$	8.8	30.7	%

⁽¹⁾	Virtually all Wood Flooring products are sold in the Americas, primarily in the U.S.

Net sales for the first quarter increased by $15.1 million on double-digit volume growth in both engineered and solid wood floors, which was partially offset by price declines.

Operating income increased by $2.7 million due primarily to the increased sales volume and production efficiencies, which more than offset price declines.

Textiles and Sports Flooring (“TSF”)


	Three months ended March 31,					Change is Favorable
	Three months ended March 31,					As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
	2006		2005			As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
Total Segment Net Sales	$	64.8	$	62.9		3.0	%	14.3	%
Operating Income/(Loss)	$	0.5	$	(5.9	)	Favorable		Favorable

⁽¹⁾	Excludes unfavorable foreign exchange rate effect in translation of $6.2 million on net sales and $0.6 million on operating income.

Excluding the translation effects of changes in foreign exchange rates, net sales improved $8.1 million due to higher volume in broadloom carpet, carpet tiles and sports flooring, combined with improved product mix.

Operating income in the first quarter of 2006 of $0.5 million was a $6.4 million improvement compared to 2005, primarily due to the increased sales. Lower SG&A expenses also contributed to the positive change.

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

(dollar amounts in millions)

Building Products


	Three months ended March 31,				Change is Favorable/(Unfavorable)
	Three months ended March 31,				As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
	2006		2005		As Reported		Excluding Effects of Foreign Exchange Rates⁽¹⁾
Net Sales:
Americas	$	171.6	$	149.7	14.6	%	13.9	%
Europe		81.1		89.1	(9.0	)%	0.9	%
Pacific Rim		15.2		14.8	2.7	%	4.1	%

Total Segment Net Sales	$	267.9	$	253.6	5.6	%	9.1	%
Operating Income	$	40.0	$	35.3	13.3	%	15.3	%

⁽¹⁾	Excludes unfavorable foreign exchange rate effect in translation of $8.0 million on net sales and $0.6 million on operating income.

Net sales in the Americas improved $21.9 million. The growth was driven by price increases made to offset inflationary pressures, and by increased volume in the strong U.S. Commercial markets.

Excluding the translation effect of changes in foreign exchange rates, net sales in Europe grew slightly as increased sales of metal ceilings offset volume declines in mineral fiber ceilings across weak Western European markets.

Excluding the translation effect of changes in foreign exchange rates, net sales in the Pacific Rim increased due to strong sales growth in China and Australia.

Operating income increased $4.7 million on volume growth and increased equity earnings in WAVE. Price realization essentially offset inflationary pressure from raw materials, energy and freight.

Cabinets


	Three months ended March 31,					Change is Favorable
	2006		2005			Change is Favorable
Total Segment Net Sales⁽¹⁾	$	54.9	$	49.2		11.6	%
Operating Income/(Loss)	$	0.2	$	(5.9	)	Favorable

⁽¹⁾	All Cabinets products are sold in the Americas, primarily in the U.S.

Net sales in the first quarter grew on higher selling prices and improved product mix, primarily related to new product introductions.

The sales growth was the primary driver of improved profitability with modest operating income of $0.2 million compared to the prior year’s operating loss. In addition, the 2005 operating loss included higher SG&A expense and costs related to the shutdown of the Morristown, Tennessee manufacturing plant which were not repeated in 2006.

Unallocated Corporate

Unallocated corporate expense of $0.6 million in the first quarter of 2006 decreased from $15.0 million in 2005, primarily due to the $8.6 million settlement of a patent infringement case and a $5.2 million increased pension credit, which related to plan changes and favorable asset performance.

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

(dollar amounts in millions)

FINANCIAL CONDITION AND LIQUIDITY

Cash Flow

As shown on the Condensed Consolidated Statements of Cash Flows, our cash and cash equivalents balance decreased by $110.0 million in the first quarter of 2006, compared to a $114.3 million decrease in the first quarter of 2005.

Operating activities in the first quarter of 2006 used $89.8 million of net cash, compared to $98.5 million used in the same period of 2005. The $8.7 million decreased use of cash was primarily due to higher net earnings and lower restructuring payments, partially offset by a larger increase in net receivables primarily due to increased sales.

Net cash used for investing activities was $20.9 million in the first quarter of 2006, compared to $19.7 million in 2005.

Net cash of $0.2 million was provided by our financing activities in the first quarter of 2006, compared to $6.2 million provided in the same period of 2005. The year-to-year change was due to reduced short-term borrowing by certain subsidiaries that are not participating in our Chapter 11 Case.

Balance Sheet and Liquidity

Changes in significant balance sheet accounts and groups of accounts from December 31, 2005 to March 31, 2006 are as follows:


	March 31, 2006		December 31, 2005		Increase/ (Decrease)
Cash and cash equivalents	$	492.2	$	602.2	$	(110.0	)
Current assets, excluding cash and cash equivalents		1,072.2		959.1		113.1

Current assets	$	1,564.4	$	1,561.3	$	3.1

The decrease in cash and cash equivalents was described above (see “Cash Flow”). The increase in current assets, excluding cash and cash equivalents, was primarily due to an increase in receivables due to higher sales in March 2006 compared to December 2005 for all reportable segments.


	March 31, 2006		December 31, 2005		(Decrease)
Property, plant and equipment, net	$	1,115.6	$	1,145.3	$	(29.7	)

The decrease was primarily due to scheduled depreciation of $29.8 million and a reclassification of $16.0 million to Assets Held for Sale, which is reported within “Other Current Assets,” partially offset by capital expenditures of $21.0 million.

DIP Facility

AWI has a $75 million debtor-in-possession credit facility that currently is limited to issuances of letters of credit. This facility is scheduled to mature on December 8, 2006. Obligations to reimburse drawings under the letters of credit constitute a super-priority administrative expense claim in the Chapter 11 Case. There were no outstanding borrowings under the DIP Credit Facility as of March 31, 2006 or December 31, 2005 but, as of these dates, AWI had $43.8 million and $43.3 million, respectively, in letters of credit outstanding that were issued pursuant to the DIP Credit Facility. The DIP Credit Facility also contains several covenants including, among other things, limits on asset sales and capital expenditures and a required ratio of debt to cash flow. We are in compliance with all of the DIP Facility covenants. The

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

(dollar amounts in millions)

covenants have not impaired our operating ability. In connection with implementation of a plan of reorganization, we expect to replace this facility with a new facility that would provide reorganized Armstrong with greater borrowing capacity and which will have debt covenants yet to be negotiated. In the event a plan of reorganization has not been implemented prior to December 8, 2006, we will pursue another extension of the DIP Facility.

Liquidity

Our liquidity needs for operations vary throughout the year. We retain lines of credit to facilitate our seasonal needs, if required. For certain international operations that are not participating in our Chapter 11 Case, we had lines of credit of $45.5 million at March 31, 2006, of which $20.0 million was used and $25.5 million was available. However, these lines of credit are uncommitted, and poor operating results or credit concerns at the related foreign subsidiaries could result in the lines being withdrawn by the lenders. We have been able to maintain and, as needed, replace credit facilities to support our operations. Additionally, we have letter of credit issuance capabilities under the DIP Facility (described above). We believe that cash on hand and generated from operations, together with lines of credit and the DIP Facility, will be adequate to address our foreseeable liquidity needs in the normal course of business operations and for scheduled non-filer debt obligations. Cash and liquidity needs will change significantly at the time of emergence, the timing of which remains uncertain (see Note 2 of the Condensed Consolidated Financial Statements).

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in AHI’s 2005 Form 10-K filing. There have been no significant changes in our financial instruments or market risk exposures from the amounts and descriptions disclosed therein.

Item 4.

Controls and Procedures

(a)

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

(b)

Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 15 of the Condensed Consolidated Financial Statements for a full description of our legal proceedings.

Item 1A.

Risk Factors

See page 4 for our “Risk Factors” discussion. There have been no material changes in the risk factors provided in Part I, Item 1A. of the company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Item 6.

Exhibits

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


Exhibit No.		Description
No. 2.1		Certain Exhibits to Armstrong World Industries, Inc.’s Fourth Amended Plan of Reorganization submitted to the U.S. District Court for the District of Delaware are incorporated by reference from the Current Report filed on Form 8-K on September 8, 2003.

No. 2.2		Armstrong World Industries, Inc.’s Disclosure Statement submitted to the U.S. District Court for the District of Delaware is incorporated by reference from the Current Report filed on Form 8-K on May 23, 2003.

No. 2.3		Armstrong World Industries, Inc.’s Fourth Amended Plan of Reorganization submitted to the U.S. District Court for the District of Delaware on May 23, 2003, and as modified by modifications filed with the Bankruptcy Court on October 17, 2003, November 10, 2003, December 3, 2004, and February 21, 2006 is incorporated by reference from the 2005 Annual Report on Form 10-K wherein it appeared as Exhibit 2.3.

No. 3.1		Armstrong Holdings, Inc.’s Amended and Restated Articles of Incorporation are incorporated by reference from the Current Report on Form 8-K dated May 9, 2000, wherein it appeared as Exhibit 3.1(i). (SEC File No. 000-50408)

No. 3.2		Armstrong Holdings, Inc.’s Bylaws, effective May 1, 2000 are incorporated by reference from the 2000 Annual Report on Form 10-K wherein they appear as Exhibit 3(b). (SEC File No. 000-50408)

No. 3.3		Armstrong World Industries, Inc.’s Restated Articles of Incorporation, as amended, are incorporated by reference from the 1994 Annual Report on Form 10-K wherein they appear as Exhibit 3(b). (SEC File No. 1-2116)

No. 3.4		Armstrong World Industries, Inc.’s Bylaws as amended November 9, 2000 are incorporated by reference from the 2000 Annual Report on Form 10-K wherein they appear as Exhibit 3(d). (SEC File No. 1-2116)

No. 4.1		Armstrong Holdings, Inc.’s Shareholder Summary of Rights to Purchase Preferred Stock as amended and restated as of February 20, 2006 is incorporated by reference from the 2005 Annual Report on Form 10-K wherein it appeared as Exhibit 4.1.

No. 4.2		Armstrong World Industries, Inc.’s Retirement Savings and Stock Ownership Plan effective as of October 1, 1996, as amended April 12, 2001 is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, wherein it appeared as Exhibit 4. * (SEC File No. 1-2116)

No. 4.3		Armstrong World Industries, Inc.’s $450,000,000 Credit Agreement (5-year) dated as of October 29, 1998, among Armstrong World Industries, Inc., The Chase Manhattan Bank, as administrative agent, and the banks listed therein, is incorporated by reference from the 1998 Annual Report on Form 10-K, wherein it appeared as Exhibit 4(f). (SEC File No. 1-2116)


No. 4.4		Armstrong World Industries, Inc.’s Indenture, dated as of August 6, 1996, between Armstrong World Industries, Inc. and The Chase Manhattan Bank, formerly known as Chemical Bank, as successor to Mellon Bank, N.A., as Trustee, is incorporated by reference from Armstrong World Industries, Inc.’s registration statement on Form S-3/A dated August 14, 1996, wherein it appeared as Exhibit 4.1. (SEC File No. 1-2116)

No. 4.5		Instrument of Resignation, Appointment and Acceptance dated as of December 1, 2000 among Armstrong World Industries, Inc., The Chase Manhattan Bank and Wells Fargo Bank Minnesota, National Association, regarding Armstrong World Industries, Inc.’s Indenture, dated as of August 6, 1996, between Armstrong World Industries, Inc. and The Chase Manhattan Bank, formerly known as Chemical Bank, as successor to Mellon Bank, N.A., as Trustee, is incorporated by reference from the 2000 Annual Report on Form 10-K wherein they appear as Exhibit 4(e). (SEC File No. 1-2116)

No. 4.6		Copy of portions of Armstrong World Industries, Inc.’s Board of Directors’ Pricing Committee’s resolutions establishing the terms and conditions of $200,000,000 of 6.35% Senior Notes Due 2003 and $150,000,000 of 6 1/2% Senior Notes Due 2005, is incorporated by reference from the 1998 Annual Report on Form 10-K, wherein it appeared as Exhibit 4(h). (SEC File No. 1-2116)

No. 4.7		Copy of portions of Armstrong World Industries, Inc.’s Board of Directors’ Pricing Committee’s resolutions establishing the terms and conditions of $180,000,000 of 7.45% Senior Quarterly Interest Bonds Due 2038, is incorporated by reference from the 1998 Annual Report on Form 10-K, wherein it appeared as Exhibit 4(i). (SEC File No. 1-2116)

No. 4.8		Note Purchase Agreement dated June 19, 1989 for 8.43% Series A Guaranteed Serial ESOP Notes due 1989 –2001 and 9.00% Series B Guaranteed Serial ESOP Notes due 2000-2004 for the Armstrong World Industries, Inc. Employee Stock Ownership Plan (“Share in Success Plan”) Trust, with Armstrong World Industries, Inc. as guarantor is incorporated by reference from Armstrong Holdings, Inc. and Armstrong World Industries, Inc.’s registration statement on Form 10-Q for the quarter ended September 30, 2000, wherein it appeared as Exhibit 4(a). (SEC File No. 1-2116)

No. 4.9		Armstrong World Industries, Inc.’s $300,000,000 Revolving Credit and Guarantee Agreement dated December 6, 2000, between Armstrong World Industries, Inc. and The Chase Manhattan Bank and the banks referenced therein; the First Amendment to this Agreement, dated February 2, 2001; and the Amendment Letter to this Agreement, dated February 28, 2001, are incorporated by reference from the 2000 Annual Report on Form 10-K wherein they appear as Exhibit 4(i). (SEC File No. 1-2116)

No. 4.10		Second, Third, Fourth, Fifth, Sixth and Seventh Amendments to Armstrong World Industries, Inc.’s December 6, 2000 Debtor in Possession Credit Facility dated May 29, 2001; June 4, 2001; October 30, 2002; October 31, 2003; October 14, 2004; and October 27, 2005, respectively, are incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, wherein they appeared as Exhibit 4.10.


No. 4.11		Instrument of Resignation, Appointment and Acceptance dated June 14, 2005, among Armstrong World Industries, Inc., J. P. Morgan Trust Company, National Association, successor-in-interest to Bank One Trust Company, N.A. (J. P. Morgan) and Law Debenture Trust Company of New York (“Law Debenture”), whereby J. P. Morgan resigned as trustee and Law Debenture accepted the appointment as successor trustee under the Indenture dated March 15, 1988 between Armstrong World Industries, Inc. and Morgan Guaranty Trust Company of New York, as supplemented by the supplemental indenture dated as of October 19, 1990 between Armstrong World Industries, Inc. and First National Bank of Chicago, J. P. Morgan Trust Company, National Association successor-in-interest to Bank One Trust Company (relating to Armstrong World Industries, Inc.’s $125 million 9-3/4% Debentures due 2008 and Series A Medium Term Notes which is incorporated by reference from the 1995 Annual Report on Form 10-K wherein it appeared as Exhibit 4(c) (SEC File No. 1-2116)) is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, wherein it appeared as Exhibit 4.11.

No. 4.12		Senior Indenture dated as of December 23, 1998 between Armstrong World Industries, Inc. and First National Bank of Chicago, as Trustee, is incorporated by reference from Armstrong World Industries, Inc.’s Registration Statement on Form S-3 (File No. 333- 74501) dated March 16, 1999, wherein it appeared as Exhibit 4.3. (SEC File No. 1-2116)

No. 4.13		Global Note representing $200 million of 7.45% Senior Notes due 2029 is incorporated by reference from the Current Report on Form 8-K filed on May 29, 1999, wherein it appeared as Exhibit 4.2. (SEC File No. 1-2116)

		Armstrong Holdings, Inc. and Armstrong World Industries, Inc. agree to furnish to the Commission upon request copies of instruments defining the rights of holders of long-term debt of the registrants and their subsidiaries which are not filed herewith in accordance with applicable rules of the Commission because the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrants and their subsidiaries on a consolidated basis.

No. 10.1		Armstrong World Industries, Inc.’s Agreement Concerning Asbestos-Related Claims dated June 19, 1985, (the “Wellington Agreement”) among Armstrong World Industries, Inc. and other companies is incorporated by reference from the 1997 Annual Report on Form 10-K wherein it appeared as Exhibit 10(i)(a). (SEC File No. 1-2116)

No. 10.2		Producer Agreement concerning Center for Claims Resolution, as amended, among Armstrong World Industries, Inc. and other companies is incorporated by reference from the 1999 Annual Report on Form 10-K wherein it appeared as Exhibit 10(i)(b). (SEC File No. 1-2116)

No. 10.3		Armstrong World Industries, Inc.’s 1993 Long-Term Stock Incentive Plan is incorporated by reference from the 1993 Proxy Statement wherein it appeared as Exhibit A. * (SEC File No. 1-2116)

No. 10.4		Armstrong World Industries, Inc.’s Directors’ Retirement Income Plan, as amended, is incorporated by reference from the 1996 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(c). * (SEC File No. 1-2116)


No. 10.5		Armstrong World Industries, Inc. and Armstrong Holdings, Inc.’s Management Achievement Plan for Key Executives, as amended August 1, 2005, is incorporated by reference from the Current Report on Form 8-K filed on September 30, 2005, wherein it appeared as Exhibit 10.1.*

No. 10.6		Armstrong World Industries, Inc.’s Retirement Benefit Equity Plan (formerly known as the Excess Benefit Plan), as amended January 1, 2000 is incorporated by reference from the 1999 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(e). * (SEC File No. 1-2116)

No. 10.7		Armstrong Holdings, Inc.’s Deferred Compensation Plan, as amended May 1, 2000, is incorporated by reference from the 2000 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(f). * (SEC File No. 000-50408)

No. 10.8		Armstrong World Industries, Inc.’s Severance Pay Plan for Salaried Employees, as amended January 1, 2003 and March 15, 2005 in incorporated by reference from the 2004 Annual Report on Form 10-K wherein it appeared as Exhibit 10.8. *

No. 10.9		Armstrong World Industries, Inc.’s 1999 Long-Term Incentive Plan and Supplement dated August 1, 2005, are incorporated by reference from the Current Report on Form 8-K filed on September 30, 2005, wherein they appeared as Exhibit 10.2 and Exhibit 10.3.*

No. 10.10		Form of Change in Control Agreement between Armstrong World Industries, Inc. and certain of its officers is incorporated by reference from the 2000 Annual Report on Form 10-K wherein it appears as Exhibit 10(iii)(k). A schedule identifying those executives and the material differences among the agreements to which each executive is a party, is filed herewith. * (SEC File No. 1-2116)

No. 10.11		Change in Control Agreement between Armstrong Holdings, Inc. and Michael D. Lockhart, dated August 7, 2000 is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, wherein it appeared as Exhibit 10(e). * (SEC File No. 000-50408)

No. 10.12		Form of Indemnification Agreement between Armstrong Holdings, Inc., Armstrong World Industries, Inc. and Messrs. Arnelle, Marley, Stead and Ms. Haberkorn, is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, wherein it appeared as Exhibit 10(iii)(a). * (SEC File No. 000-50408)

No. 10.13		Form of Indemnification Agreement between Armstrong Holdings, Inc., Armstrong World Industries Inc. and certain Directors and Officers, together with a schedule identifying those Armstrong World Industries, Inc. Directors and Officers and the material differences among the agreements to which each executive is a party, are incorporated by reference from the 2003 Annual Report on Form 10-K wherein they appeared as Exhibit 10(iii)(n) and Exhibit 10(iii)(q). * (SEC File No. 000-50408) A schedule identifying those Armstrong Holdings, Inc. Directors and Officers and the material differences among the agreements to which each executive is a party is filed herewith.


No. 10.14		Form of Indemnification Agreement between Armstrong Holdings, Inc., Armstrong World Industries Inc. and M. Edward Sellers, dated May 1, 2001 is incorporated by reference from the 2001 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(s). * (SEC File No. 000-50406)

No. 10.15		Form of Indemnification Agreement between Armstrong Holdings, Inc. and Armstrong World Industries, Inc. and Ms. Ruth M. Owades and Mr. John J. Roberts, incorporated by reference from the 2003 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(q). *

No. 10.16		Armstrong World Industries, Inc.’s Bonus Replacement Retirement Plan, dated as of January 1, 1998, as amended, is incorporated by reference from the 1998 Annual Report on Form 10-K wherein it appeared as Exhibit 10(iii)(m). * (SEC File No. 1-2116)

No. 10.17		Employment Agreement between Armstrong Holdings, Inc. and Michael D. Lockhart dated August 7, 2000 is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 wherein it appeared as Exhibit 10(a). * (SEC File No. 000-50408)

No. 10.18		Amendment to August 7, 2000 Employment Agreement between Armstrong Holdings, Inc. and Michael D. Lockhart is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, wherein it appeared as Exhibit 10. * (SEC File No. 000-50408)

No. 10.19		Armstrong Holdings, Inc.’s Stock Award Plan is incorporated by reference from Armstrong Holdings, Inc.’s registration statement on Form S-8 filed August 16, 2000, wherein it appeared as Exhibit 4.1. * (SEC File No. 000-50408)

No. 10.20		Management Services Agreement between Armstrong Holdings, Inc. and Armstrong World Industries, Inc., dated August 7, 2000 is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 wherein it appeared as Exhibit 10(g). * (SEC File No. 000-50408)

No. 10.21		Form of Amendment of Restricted Stock Award Agreements between Armstrong Holdings, Inc. and the following executive officers: M.D. Lockhart, S.J. Senkowski and W.C. Rodruan dated July 22, 2002 is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 wherein it appeared as Exhibit 10. *

No. 10.22		Hiring Agreement between Armstrong World Industries, Inc. and F. Nicholas Grasberger III dated January 6, 2005 is incorporated by reference from the Current Report filed on Form 8-K on January 6, 2005, wherein it appeared as Exhibit 10.1. *

No. 10.23		Change in Control Agreement between Armstrong World Industries, Inc. and F. Nicholas Grasberger III dated January 6, 2005 is incorporated by reference from the Current Report filed on Form 8-K on January 6, 2005, wherein it appeared as Exhibit 10.2. *

No. 10.24		Indemnification Agreement between Armstrong World Industries, Inc. and F. Nicholas Grasberger III dated January 6, 2005 is incorporated by reference from the Current Report filed on Form 8-K on January 6, 2005, wherein it appeared as Exhibit 10.3. *


No. 10.25		Form of grant letter regarding executive officer participation in Armstrong World Industries, Inc.’s 2005 retention payment program together with the schedule of participating Executive Officers is incorporated by reference from the Current Report filed on Form 8-K on February 3, 2005, wherein they appeared as Exhibits 10.1 and 10.2. *

No. 10.26		Order of the U.S. District Court Authorizing and Approving Continued Cash Retention Program for Key Employees dated December 9, 2004, is incorporated by reference from the Current Report filed on Form 8-K on February 3, 2005, wherein it appeared as Exhibit 99.1.

No. 10.27		Executive Officer Compensation Arrangements between Armstrong World Industries Inc. and certain executive officers are incorporated by reference from the 2004 Annual Report on Form 10-K wherein they appeared as Exhibit 10.29. *

No. 10.28		Form of Long-Term Incentive Plan 2005 award letter regarding executive participation in the 1999 Long-Term Incentive Plan is incorporated by reference from the 2004 Annual Report on Form 10-K wherein it appeared as Exhibit 10.30. *

No. 10.29		Armstrong World Industries, Inc.’s Nonqualified Deferred Compensation Plan effective January 2005 is incorporated by reference from the 2005 Annual Report on Form 10-K wherein it appeared as Exhibit 10.29. *

No. 10.30		Summary of Armstrong Nonemployee Director Compensation is incorporated by reference from the 2004 Annual Report on Form 10-K wherein it appeared as Exhibit 10.32. *

No. 10.31		Separation Agreement, General Release and Covenant Not to Sue dated September 26, 2005, between Armstrong World Industries, Inc. and Matthew J. Angello is incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, wherein it appeared as Exhibit 10.33. *

No. 10.32		Agreement of Purchase and Sale between S-J Realty Management, LLC and Armstrong World Industries, Inc. dated December 5, 2005, is incorporated by reference from the Current Report filed on Form 8-K on January 30, 2006, wherein it appeared as Exhibit 10.1.

No. 10.33		Form of grant letter regarding executive officer participation in Armstrong World Industries, Inc.’s 2006 retention payment program is incorporated by reference from the Current Report filed on Form 8-K on January 30, 2006, wherein it appeared as Exhibit 10.1.*

No. 10.34		Order of the U.S. District Court dated January 26, 2006 Authorizing and Approving Continued Cash Retention Program for Key Employees is incorporated by reference from the Current Report filed on Form 8-K on January 30, 2006, wherein it appeared as Exhibit 99.1. *

No. 10.35		Order of the U.S. District Court dated January 26, 2006, and related Armstrong World Industries, Inc.’s Motion for an Order Authorizing and Approving Continued Cash Retention Program for Key Employees, is incorporated by reference from the Current Report filed on Form 8-K/A on February 2, 2006, wherein it appeared as Exhibit 99.1 *


No. 10.36		Order of the U.S. District Court dated February 8, 2006, Establishing Schedule with Respect to Hearing on Confirmation of the Fourth Amended Plan of Reorganization of Armstrong World Industries, Inc., as modified, is incorporated by reference from the Current Report filed on Form 8-K on February 11, 2006, wherein it appeared as Exhibit 99.1.

No. 10.37		Form of Long-Term Incentive Plan 2006 award letter regarding executive participation in the 2006 Long-Term Incentive Plan is incorporated by reference from the 2005 Annual Report on Form 10-K wherein it appeared as Exhibit 10.37. *

No. 10.38		Change in Control Agreement between Armstrong World Industries, Inc. and Donald A. McCunniff dated March 13, 2006 is incorporated by reference from the Current Report filed on Form 8-K on March 14, 2006, wherein it appeared as Exhibit 10.1. *

No. 10.39		Indemnification Agreement between Armstrong World Industries, Inc. and Donald A. McCunniff dated March 13, 2006 is incorporated by reference from the Current Report filed on Form 8-K on March 14, 2006, wherein it appeared as Exhibit 10.2. *

No. 15		Awareness Letter from Independent Registered Public Accounting Firm.

No. 31.1		Certification of Principal Executive Officer of Armstrong Holdings, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.2		Certification of Principal Financial Officer of Armstrong Holdings, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.3		Certification of Principal Executive Officer of Armstrong World Industries, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.4		Certification of Principal Financial Officer of Armstrong World Industries, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 32.1		Certification of Chief Executive Officer of Armstrong Holdings, Inc. and Armstrong World Industries, Inc. required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).

No. 32.2		Certification of Chief Financial Officer of Armstrong Holdings, Inc. and Armstrong World Industries, Inc. required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).

*	Management Contract or Compensatory Plan.

SIGNATURES

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


		Armstrong Holdings, Inc.
		Armstrong World Industries, Inc.

By:		/s/ F. Nicholas Grasberger III
		F. Nicholas Grasberger III, Senior Vice President and Chief Financial Officer

By:		/s/ John N. Rigas
		John N. Rigas, Senior Vice President, Secretary and General Counsel

By:		/s/ William C. Rodruan
		William C. Rodruan, Vice President and Controller (Principal Accounting Officer)

Date: April 27, 2006

EXHIBIT INDEX


No. 15		Awareness Letter from Independent Registered Public Accounting Firm.

No. 31.1		Certification of Principal Executive Officer of Armstrong Holdings, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.2		Certification of Principal Financial Officer of Armstrong Holdings, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.3		Certification of Principal Executive Officer of Armstrong World Industries, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 31.4		Certification of Principal Financial Officer of Armstrong World Industries, Inc. required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

No. 32.1		Certification of Chief Executive Officer of Armstrong Holdings, Inc. and Armstrong World Industries, Inc. required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).

No. 32.2		Certification of Chief Financial Officer of Armstrong Holdings, Inc. and Armstrong World Industries, Inc. required by Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished herewith).

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Armstrong (ACKHQ) Inactive 10-Q2006 Q1 Quarterly report

Content analysis