EG&G INC
10-Q, 1996-08-08
ENGINEERING SERVICES
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                              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 June 30, 1996

                                   OR

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

                                             
                      Commission File Number 1-5075

                               EG&G, Inc.
                               ----------
         (Exact name of registrant as specified in its charter)

        Massachusetts                     04-2052042
        -------------                     ----------
(State or other jurisdiction of     (I.R.S. employer identification no.)
 incorporation or organization)

             45 William Street, Wellesley, Massachusetts  02181
             --------------------------------------------------
             (Address of principal executive offices)(Zip Code)

                               (617) 237-5100
                               --------------
            (Registrant's telephone number, including area code)

                                    NONE
                                    ----
           (Former name, former address and former fiscal year, 
                       if changed since last report)

Indicate  by check mark whether the registrant (1) has filed all reports
required  to  be filed by Section 13 or 15(d) of the Securities Exchange
Act  of  1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


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

Number  of  shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

          Class                           Outstanding at July 28, 1996
          -----                           ----------------------------

Common Stock, $1 par value                        47,312,000
                                          (Excluding treasury shares)<PAGE>
                     PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

                       EG&G, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF OPERATIONS

    For the Three and Six Months Ended June 30, 1996 and July 2, 1995

                               (Unaudited)
                                ---------
<TABLE>
<CAPTION>

                                            (In Thousands Except Per Share Data)
                                             ----------------------------------
                                         Three Months Ended     Six Months Ended  
                                        -------------------    -------------------  
                                         June 30,   July 2,     June 30,   July 2, 
                                           1996      1995         1996      1995  
                                        --------   -------     --------    -------
<S>
Sales:                                  <C>       <C>          <C>         <C>
  Products                              $216,221  $207,300     $424,222    $403,680 
  Services                               139,686   134,951      278,476     276,801
                                        --------  --------     --------    --------
Total Sales                              355,907   342,251      702,698     680,481 
                                        --------  --------     --------    --------

Costs and Expenses:
  Cost of sales:
    Products                             137,712   135,309      269,637     264,592 
    Services                             122,368   116,222      246,824     240,078 
                                        --------  --------     --------    --------
  Total cost of sales                    260,080   251,531      516,461    504,670 
  Research and development expenses       11,414     9,587       22,375     20,361 
  Selling, general and administrative 
    expenses                              62,999    60,698      122,523    119,342
                                        --------  --------     --------   --------
Total Costs and Expenses                 334,493   321,816      661,359    644,373
                                        --------  --------     --------   -------- 
Operating Income From Continuing 
  Operations                              21,414    20,435       41,339     36,108 

Other Income (Expense), Net (Note 2)      (1,059)     (167)      (2,954)      (367)
                                        --------  --------     --------   --------
Income From Continuing Operations 
  Before Income Taxes                     20,355    20,268       38,385     35,741 
Provision for Income Taxes                 6,212     7,925       12,360     14,046
                                        --------  --------     --------   --------
Income From Continuing Operations         14,143    12,343       26,025     21,695 
Income From Discontinued Operations, 
  Net of Income Taxes (Note 3)             1,496     4,033        2,396      8,370
                                        --------  --------     --------   --------
Net Income                              $ 15,639  $ 16,376     $ 28,421   $ 30,065
                                        ========  ========     ========   ========
</TABLE>







                                2<PAGE>
                    EG&G, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF OPERATIONS

    For the Three and Six Months Ended June 30, 1996 and July 2, 1995

                               (Unaudited)
                                ---------
<TABLE>
<CAPTION>

                                      (In Thousands Except Per Share Data)
                                       ----------------------------------
                                   Three Months Ended       Six Months Ended  
                                   ------------------      ------------------  
                                   June 30,   July 2,      June 30,   July 2, 
                                     1996      1995         1996       1995  
                                   --------   -------     --------    -------
<S>
Earnings Per Share:                    <C>       <C>          <C>        <C>
Continuing Operations                  $.30      $.23         $.55       $.40 
Discontinued Operations                 .03       .08          .05        .16 
                                       ----      ----         ----       ----
Net Income                             $.33      $.31         $.60       $.56
                                       ====      ====         ====       ====

Cash Dividends Per Common Share        $.14      $.14         $.28       $.28
                                       ====      ====         ====       ====

Weighted Average Shares of Common 
  Stock Outstanding                  47,424    52,881       47,527     53,649 
</TABLE>

The accompanying unaudited notes are an integral part of these consolidated
financial statements.
































                               3<PAGE>
                          EG&G, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

                   As of June 30, 1996 and December 31, 1995

                 (Dollars in Thousands Except Per Share Data)
                  ------------------------------------------
<TABLE>
<CAPTION>


                                                June 30,    December 31,
                                                  1996          1995
                                                --------    -----------  

                                               (Unaudited)
                                                ---------
<S>
Current assets:                                  <C>          <C>       
  Cash and cash equivalents                      $ 69,794     $ 76,204 
  Accounts receivable (Note 4)                    219,069      211,903 
  Inventories (Note 5)                            125,918      114,199 
  Other (Note 7)                                   70,704       66,380 
                                                 --------     --------
Total Current Assets                              485,485      468,686 
                                                 --------     --------
Property, Plant and Equipment:
  At cost (Note 6)                                447,479      417,566 
  Accumulated depreciation and amortization      (274,768)    (270,026)
                                                 --------     --------
Net Property, Plant and Equipment                 172,711      147,540 
                                                 --------     --------
Investments (Note 7)                               13,105       16,072 
Intangible Assets (Note 8)                        115,371      123,421 
Other Assets                                       50,724       48,196
                                                 --------     --------
Total Assets                                     $837,396     $803,915
                                                 ========     ========
</TABLE>

























                              4<PAGE>

                         EG&G, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

                   As of June 30, 1996 and December 31, 1995

                 (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>

                                                June 30,     December 31,
                                                  1996          1995
                                                --------     -----------  

                                              (Unaudited)
                                               ---------       

<S>
Current Liabilities:                           <C>             <C>
  Short-term debt                              $ 46,237       $  5,275 
  Accounts payable                               78,309         72,759 
  Accrued expenses (Note 9)                     156,053        168,671 
  Net liabilities of discontinued operations 
     (Note 3)                                     6,642          3,746
                                               --------       -------- 
Total Current Liabilities                       287,241        250,451
                                               --------       -------- 
Long-Term Debt                                  115,079        115,222 
Long-Term Liabilities                            68,820         71,296 
Contingencies                                                                  
     
Stockholders' Equity:
  Preferred stock - $1 par value, authorized
    1,000,000 shares; none outstanding                -              - 
  Common stock - $1 par value, authorized
    100,000,000 shares; 
      issued 60,102,000 shares                   60,102         60,102 
  Retained earnings                             513,234        498,181 
  Cumulative translation adjustments             20,863         28,679 
  Net unrealized gain on marketable 
      investments (Note 7)                          491            244 
  Cost of shares held in treasury;
    12,805,000 shares at June 30, 1996 and
    12,492,000 shares at December 31, 1995     (228,434)       (220,260)
                                               --------        --------
Total Stockholders' Equity                      366,256         366,946
                                               --------        -------- 
Total Liabilities and Stockholders' Equity     $837,396        $803,915
                                               ========        ======== 
</TABLE>

The accompanying unaudited notes are an integral part of these consolidated
financial statements.












                               5<PAGE>

                           EG&G, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

             For the Six Months Ended June 30, 1996 and July 2, 1995

                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>

                                                                             
                                                       (In Thousands)
                                                        ------------    
                                                      Six Months Ended
                                                   -----------------------
                                                   June 30,        July 2, 
                                                     1996           1995  
                                                   --------       -------- 
                                                                             
<S>
Cash Flows Provided by Operating Activities:       <C>            <C>
   Net income                                      $ 28,421       $ 30,065    
   Deduct net income from discontinued operations    (2,396)        (8,370)
                                                   --------       --------
   Income from continuing operations                 26,025         21,695 
   Adjustments to reconcile income from continuing 
     operations to net cash provided by continuing
     operations:
      Depreciation and amortization                  18,270         18,580 
      Changes in assets and liabilities:
         Decrease (increase) in accounts receivable  (8,654)        22,688 
         Decrease (increase) in inventories         (13,234)         5,577 
         Increase in accounts payable                 6,050          2,412 
         Decrease in accrued expenses               (11,107)        (5,353)
         Change in prepaid and deferred taxes        (1,477)        (1,657)
         Change in prepaid expenses and other        (9,395)        (5,731)
                                                   --------       --------
Net Cash Provided by Continuing Operations            6,478         58,211 
Net Cash Provided by Discontinued Operations          5,292         19,124
                                                   --------       -------- 
Net Cash Provided by Operating Activities            11,770         77,335
                                                   --------       -------- 
</TABLE>
    





















                               6<PAGE>
                           EG&G, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

             For the Six Months Ended June 30, 1996 and July 2, 1995

                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>

                                                                             
                                                       (In Thousands)
                                                        ------------    
                                                      Six Months Ended
                                                   ----------------------
                                                   June 30,       July 2, 
                                                     1996          1995  
                                                   --------      -------- 

<S>     
Cash Flows Used in Investing Activities:           <C>           <C>
   Capital expenditures                             (45,851)      (26,928)
   Proceeds from sales of investment securities       7,038         4,538 
   Other                                              2,804        (1,236)
                                                   --------      --------
Net Cash Used in Investing Activities               (36,009)      (23,626)
                                                   --------      --------

Cash Flows Provided by (Used in) Financing Activities:
   Increase (decrease) in commercial paper           41,000        (4,911)
   Other debt payments                                 (226)       (3,718)
   Proceeds from issuance of common stock             3,820           160 
   Purchases of common stock                        (12,032)      (36,193)
   Cash dividends                                   (13,330)      (15,158)
   Other                                                 63          (550)
                                                   --------      --------
Net Cash Provided by (Used in) Financing 
   Activities                                        19,295       (60,370)
                                                   --------      --------
Effect of Exchange Rate Changes on Cash
   and Cash Equivalents                              (1,466)        1,062
                                                   --------      -------- 
Net Decrease in Cash and Cash Equivalents            (6,410)       (5,599)

Cash and cash equivalents at beginning of period     76,204        66,424
                                                   --------      -------- 
Cash and cash equivalents at end of period         $ 69,794      $ 60,825
                                                   ========      ======== 
</TABLE>

The  accompanying  unaudited  notes are an integral part of these consolidated
financial statements.














                               7<PAGE>
                                   
                    EG&G, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (Unaudited)

(1)  Basis of Presentation
- --------------------------
The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  It is suggested that these
consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K.  The balance sheet amounts as of
December 31, 1995 in this report were extracted from the Company's
audited 1995 financial statements included in the latest annual report
on Form 10-K.  In the opinion of management, the unaudited consolidated
financial statements included herein contain all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the
financial position as of June 30, 1996 and the results of operations for
the three and six months ended June 30, 1996 and July 2, 1995 and the
cash flows for the six months then ended.  The results of operations are
not necessarily to be considered indicative of the results for the
entire year.

Effective January 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123,  Accounting
for Stock-Based Compensation.   SFAS No. 123 requires companies to
account for the grant of stock options and other stock-based
compensation at fair value or to continue to account for them at
intrinsic value in accordance with Accounting Principles Board (APB)
Opinion No. 25 with disclosure of the effects of the fair value
accounting on compensation expense, net income and earnings per share on
a pro forma basis.  The Company has elected to continue to apply APB
Opinion No. 25.


(2)  Other Income (Expense), Net
- --------------------------------
Other income (expense), net, consisted of the following:
<TABLE>
<CAPTION>
              
                                                          
                                 (In Thousands)
                                  ------------             
                       Three Months Ended     Six Months Ended 
                      -------------------    ------------------ 
                      June 30,    July 2,    June 30,   July 2, 
                        1996       1995        1996       1995
                      --------    -------    --------   -------   
    <S>                <C>        <C>         <C>       <C>
    Interest income    $   820    $ 1,076     $ 1,775   $ 2,135 
    Interest expense    (3,232)    (1,967)     (6,416)   (3,560)
    Gains (losses) on                                   
      investments, net     917       (155)        917       745 
    Other                  436        879         770       313 
                       -------    --------    -------    -------
                       $(1,059)   $  (167)    $(2,954)  $  (367)
                       =======    =======     =======   =======
</TABLE>






                                8<PAGE>
                       EG&G, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                               (Unaudited)

(3) Discontinued Operations
- ---------------------------
The former Department of Energy (DOE) Support segment, which has
provided services under management and operations contracts, is
presented as discontinued operations in accordance with APB Opinion 
No. 30.

Summary operating results of the discontinued operations were as follows:
<TABLE>
<CAPTION>

                                            (In Thousands)
                                 Three Months Ended    Six Months Ended
                                 ------------------   ------------------- 
                                 June 30,    July 2,  June 30,    July 2,
                                   1996       1995      1996       1995 
                                 --------  --------   --------  --------- 

     <S>                         <C>       <C>         <C>       <C>
     Sales                       $28,790   $277,137    $61,079   $523,291
     Costs and expenses           26,488    270,933     57,393    510,414
                                 -------   --------    -------   --------
     Income from discontinued
       operations before
       income taxes                2,302      6,204      3,686     12,877
     Provision for income taxes      806      2,171      1,290      4,507
                                 -------   --------    -------   --------
     Income from discontinued
       operations, net of 
       income taxes              $ 1,496   $  4,033    $ 2,396   $  8,370
                                 =======   ========    =======   ========
</TABLE>

Sales and income from discontinued operations decreased in 1996,
reflecting the expiration of the Rocky Flats and Nevada Test Site
contracts in 1995.

Net assets (liabilities) of discontinued operations consisted of the
following:
<TABLE>
<CAPTION>

                                                     
                                     (In Thousands)
                                      ------------                     
                                 June 30,   December 31,
                                   1996         1995 
                                 --------   ------------   
     <S>    
     Accounts receivable,        <C>           <C> 
       primarily unbilled        $ 2,050       $ 7,575 
     Operating current
       liabilities                (8,692)      (11,439)
     Other                             -           118 
                                 -------       -------
                                 $(6,642)      $(3,746)
                                 =======       =======
</TABLE>








                               9<PAGE>
                       EG&G, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                               (Unaudited)

(4)  Accounts Receivable
- ------------------------
Accounts receivable as of June 30, 1996 and December 31, 1995 included
unbilled receivables of $43 million and $44 million, respectively, which
were due primarily from U.S. Government agencies.  Accounts receivable
were net of reserves for doubtful accounts of $5 million and $4.4 million
as of June 30, 1996 and December 31, 1995, respectively.

(5)  Inventories
- ----------------
Inventories consisted of the following:
<TABLE>
<CAPTION>

                                         (In Thousands)
                                          ------------
                                     June 30,  December 31,
                                       1996        1995  
                                     --------   -----------
      <S>                            <C>          <C> 
      Finished goods                 $ 29,683     $ 28,540 
      Work in process                  33,618       28,613 
      Raw materials                    62,617       57,046 
                                     --------     --------   
                                     $125,918     $114,199
                                     ========     ========
</TABLE>

(6)  Property, Plant and Equipment, at Cost
- -------------------------------------------
Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>

                                         (In Thousands)   
                                          ------------           
                                     June 30,   December 31,
                                       1996         1995
                                    ---------   -----------
     <S>                            <C>          <C>   
     Land                           $ 11,714     $ 12,003
     Buildings and leasehold 
     improvements                    112,973      108,254
     Machinery and equipment         322,792      297,309
                                    ---------    --------
                                    $447,479     $417,566 
                                    ========     ========
</TABLE>



















                   10<PAGE>

                       EG&G, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                               (Unaudited)


(7)  Investments
- ----------------
Investments consisted of the following:
<TABLE>
<CAPTION>
                                         (In Thousands)
                                          ------------       
                                     June 30,   December 31,
                                       1996         1995   
                                    ---------   ------------
     <S>                              <C>         <C>  
     Marketable investments           $ 8,839     $ 9,547 
     Other investments                    984       1,396
     Joint venture investments          4,463       7,349 
                                      -------     -------
                                       14,286      18,292 
     Less investments classified
       as other current assets         (1,181)     (2,220)
                                      -------     -------
                                      $13,105     $16,072 
                                      =======     =======
</TABLE>





































                               11<PAGE>
                            
                  EG&G, INC. AND SUBSIDIARIES
                                
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
                            (Unaudited)
                                

At June 30, 1996, marketable investments, all classified as available for
sale, had an aggregate market value of $8.8 million and gross unrealized
holding gains of $0.8 million.  Gross unrealized holding gains, net of
deferred taxes, of $0.5 million were reported as a separate component of
stockholders' equity at June 30, 1996.  Other investments of $1 million
and $0.2 million of marketable investments were classified as other
current assets at June 30, 1996.

(8)  Intangible Assets
- ----------------------
The decrease in intangible assets resulted primarily from current year
amortization and the effect of translating goodwill denominated in non-
U.S. currencies at current exchange rates.


(9)  Accrued Expenses
- ---------------------
Accrued expenses consisted of the following:
<TABLE>
<CAPTION>

                                       (In Thousands)
                                        ------------                  
                                     June 30,  December 31,
                                      1996        1995   
                                    --------  ------------
     <S>                           <C>         <C>
     Payroll and incentives        $ 21,634    $ 28,660
     Employee benefits               46,777      40,178
     Federal, non-U.S. and 
      state income taxes             29,047      33,153
     Other                           58,595      66,680
                                    --------   --------
                                    $156,053   $168,671
                                    ========   ========
</TABLE>






















                               12<PAGE>
Item 2.  Management's Discussion and Analysis of Results of Operations
         -------------------------------------------------------------
         and Financial Condition
         -----------------------

                       EG&G, INC. AND SUBSIDIARIES

                          Results of Operations
                          ---------------------
The following industry segment information is presented as an aid to a
better understanding of the Company's operating results:
<TABLE>
<CAPTION>

                                         (In Thousands)
                                          ------------
                        Three Months Ended              Six Months Ended 
                  ----------------------------  -----------------------------
                  June 30,   July 2,  Increase  June 30,    July 2,  Increase 
                    1996      1995   (Decrease)   1996       1995   (Decrease)
                  --------  --------  --------  --------   --------  --------
<S>
Sales:            <C>       <C>        <C>      <C>        <C>       <C> 
 Instruments      $ 78,776  $ 71,333   $ 7,443  $152,357   $141,175  $ 11,182 
 Mechanical 
   Components       69,240    63,517     5,723   137,781    123,307    14,474
 Optoelectronics    68,205    65,944     2,261   134,084    125,377     8,707 
 Technical 
   Services        139,686   141,457    (1,771)  278,476    290,622   (12,146)
                  --------  --------   -------  --------   --------  --------
                  $355,907  $342,251   $13,656  $702,698   $680,481  $ 22,217
                  ========  ========   ======== ========   ========  ========

Operating Income From 
 Continuing Operations:
 Instruments      $  9,457  $  2,851   $ 6,606  $ 16,265   $  6,095  $ 10,170 
 Mechanical 
   Components        8,130     7,118     1,012    15,357     13,137     2,220 
 Optoelectronics       864     6,314    (5,450)    4,979      8,634    (3,655)
 Technical Services  9,113    11,426    (2,313)   17,563     22,536    (4,973)
 General Corporate 
   Expenses         (6,150)    7,274)    1,124   (12,825)   (14,294)    1,469 
                  --------  --------   -------  --------    -------  --------
                  $ 21,414  $ 20,435   $   979  $ 41,339    $ 36,108 $  5,231
                  ========  ========   =======  ========    ======== ======== 
</TABLE>
   
   The discussion that follows is a summary analysis of the majorchanges in
   operating results by industry segment that occurred for the three and six
   months ended June 30, 1996 compared to the three and six months ended
   July 2, 1995.















                13<PAGE>
  Item 2.  Management's Discussion and Analysis of Results of Operations
           -------------------------------------------------------------
           and Financial Condition
           -----------------------

                       EG&G, INC. AND SUBSIDIARIES

                          Results of Operations
                          ---------------------

   Overview
   Sales from continuing operations increased 4% for the second quarter of
   1996 compared to 1995, while sales for the six months increased 3%. The
   quarter increase reflected 8% growth in the three products segments
   partially offset by a decrease in Technical Services  sales.  Operating
   income from continuing operations increased 5% for the second quarter and
   14% on a year-to-date basis.  The improvements reflected the impact of
   higher sales in the Instruments and Mechanical Components segments and
   lower costs resulting from the Company s restructuring plan, partially
   offset by decreases in Optoelectronics  and Technical Services  income. 
   Cost savings under the restructuring plan totaled $6 million for the
   quarter and $12 million for the six months of 1996.  This represents a $3
   million increase for the quarter and a $6 million increase for the six
   months over the savings achieved for the comparable periods in 1995.







































                               14<PAGE>
                       EG&G, INC. AND SUBSIDIARIES

             Management's Discussion and Analysis (Continued)

Instruments
Second Quarter
The $7.4 million sales increase resulted mainly from strong demand for
advanced explosives detection systems from airport and government
agencies.  Partially offsetting the increase was a $2.2 million decrease
due to the divestiture of two product lines in 1995 and lower sales due
to the effect of changes in foreign exchange rates.  The $6.6 million
increase in operating income resulted primarily from improved margins on
higher sales, as well as income from the expiration of a grant liability,
the favorable impact on export shipment margins caused by the weakening
of the Finnish markka and lower costs resulting from the restructuring plan.
Six Months
The $11.2 million sales increase resulted mainly from higher demand for
security systems and diagnostic products.  These increases were partially
offset by a $4.4 million decrease due to the divestiture of two product
lines in 1995.  Operating income increased $10.2 million from improved
margins on higher sales, lower costs resulting from the restructuring
plan, income from the expiration of a grant liability and the favorable
impact on export shipment margins caused by the weakening of the Finnish
markka.

Mechanical Components
Second Quarter
The continued recovery of the aerospace market and higher demand for
electromechanical and industrial process sealing products resulted in a
$5.7 million sales increase.  The increase of $1 million in income
resulted from the margin on higher sales and lower costs resulting from
the restructuring plan partially offset by the recognition of projected
excess contract costs in the aircraft exhaust and ducting components
business.
Six Months
Higher demand for aerospace, industrial process sealing and
electromechanical products resulted in a $14.5 million sales increase. 
The $2.2 million income increase resulted from the margin on higher sales
and lower costs from the restructuring plan partially offset by projected
excess contract costs.

Optoelectronics
Second Quarter
Sales were $2.3 million higher than last year as a result of higher
demand for infrared detection and camera products offset partially by
decreases caused by the divestiture of a product line in 1995 and
continued lower power supplies sales.  Operating income decreased $5.5
million primarily as a result of production yield problems, inventory
reserve provisions and fixed asset adjustments in the micromachined
sensor business, projected excess contract costs and lower sales in the
power supplies business, planned increased research and development
expenses for the amorphous silicon program and a reserve for a components
business receivable.  Partially offsetting these decreases were lower
costs resulting from the restructuring plan.








                           15<PAGE>
                                                 
                  EG&G, INC. AND SUBSIDIARIES
                                
        Management's Discussion and Analysis (Continued)

Six Months
Sales increased $8.7 million due to higher demand for micromachined
sensors for the medical market, accelerometers for the automotive market,
infrared detectors and camera products.  Partially offsetting the
increases were decreases caused by the divestiture of a product line in
1995 and lower power supplies sales.  Income decreased $3.7 million as a
result of production yield problems, inventory reserve provisions and
fixed asset adjustments in the micromachined sensor business, planned
increased research and development expenses for the amorphous silicon
program and projected excess contract costs and lower sales in the power
supplies business.  Partially offsetting these decreases were lower costs
resulting from the restructuring plan.

Technical Services
Second Quarter
The $5 million sales decrease in automotive operations was primarily due
to lower demand for stationary testing services and completion of a
testing contract at the end of the first quarter of 1996.  Sales in
government services operations increased $3 million primarily as a result
of increased billings from the chemical weapons disposal contract and a
new contract for construction and maintenance services, partially offset
by the completion of two contracts in 1995.  The $2.3 million decrease in
income was primarily the result of lower sales in the automotive
operations.
Six Months
The $9 million decrease in automotive operations sales resulted primarily
from lower demand for stationary testing services and completion of a
testing contract.  The $3 million sales decrease in government services
operations was mainly due to the combined impact of reduced government
funding levels and the completion of two contracts in 1995.  The profit
impact of the sales reduction, primarily in automotive operations,
partially offset by an estimated provision for a legal judgment recorded
in 1995, resulted in a $5 million decrease in operating income.

General Corporate Expenses
The decreases for the quarter and six months were due primarily to lower
costs as a result of the restructuring plan.

Other
The net increase of $0.9 million in other expense for the second quarter
was due to higher interest expense reflecting the issuance of $115
million of ten-year notes in the third quarter of 1995, partially offset
by investment gains in 1996.  The six month increase of $2.6 million was
mainly due to higher interest expense.  The effective tax rate of 32.2%
for the six months of 1996 was lower than the 39.3% rate in 1995
primarily due to lower anticipated repatriation costs and changes in the
geographical distribution of income in 1996.











                               16<PAGE>
                                
                  EG&G, INC. AND SUBSIDIARIES

        Management s Discussion and Analysis (Continued)

Discontinued Operations
Income from discontinued operations, net of income taxes, decreased for
the quarter and six months, reflecting the expiration of the Rocky Flats
and Nevada Test Site contracts in 1995.  The Mound contract, the
Company's remaining management and operations contract with the DOE,
expires on September 30, 1996.  Sales and income from the Mound contract
are dependent upon the work scope and fee pools that are negotiated
annually.  In accordance with contract terms, the DOE may extend the
Mound contract, under existing terms and conditions, for up to an
additional year.

                      Financial Condition
                      -------------------

The Company's cash and cash equivalents decreased $6.4 million in the
first six months of 1996 while short-term debt increased $41 million,
mainly due to an increase in capital expenditures.  Net cash provided by
continuing operating activities was $6.5 million in 1996 compared to
$58.2 million in 1995.  The change in net cash resulted primarily from
increases in accounts receivable and inventories in 1996 compared to
decreases in 1995.  The accounts receivable increase was mainly caused by
higher sales in the products segments and the timing of payments under
government contracts.  Inventory levels were increased primarily for
anticipated sales.  Although progress was not achieved in the first half
of 1996, the Company s program to reduce receivables and inventories
remains a management priority.

Discontinued operations generated cash of $5.3 million in the six months
of 1996 compared to $19.1 million in 1995, reflecting the expiration of
the Rocky Flats and Nevada Test Site contracts.  

Capital expenditures were $45.9 million in the first six months of 1996,
an increase of $19 million over the same period in 1995.  In 1996,
capital expenditures are expected to exceed the 1995 level by
approximately 50%.  These increases support new product development
initiatives primarily in the Optoelectronics segment.

During the first six months of 1996, the Company purchased 531,000 shares
of its common stock through periodic purchases on the open market at a
cost of $12 million.  As of June 30, 1996, the Company had authorization
to purchase 5.1 million additional shares.  The pace of future purchases
will be dependent upon working capital reductions and cash utilization
alternatives.

In March 1996, the Company renegotiated its credit facilities with the
signing of two revolving credit agreements totaling $200 million.  These
agreements consist of a $100 million, 364-day facility and a $100
million, five-year facility, which expires in March 2001.  These
agreements serve primarily as backup facilities for the Company's
commercial paper borrowing program.








                               17<PAGE>
Exhibits
- --------

                       EG&G, INC. AND SUBSIDIARIES

Exhibit 27 - Financial data schedule







































                                               

















                               18<PAGE>
PART II.  OTHER INFORMATION

                       EG&G, INC. AND SUBSIDIARIES

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

(a)      Exhibits incorporated by reference from Part I herein

         Exhibit 27 - Financial data schedule (submitted in electronic
         format only)

(b)      Reports on Form 8-K  

         There were no reports on Form 8-K filed for the three months
         ended June 30, 1996.















































                               19<PAGE>
                  EG&G, INC. AND SUBSIDIARIES

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.


                                       EG&G, Inc.


                                       By /s/ John F. Alexander, II
                                          -------------------------
                                          Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)
                                                          
                  
Date  August 7, 1996
      --------------






































                                               





                               20<PAGE>


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