UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1994 Commission file number 1-996
OR
( ) TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
GENERAL SIGNAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0445660
(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification Number)
High Ridge Park,
Box 10010, Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (203) 329-4100
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
X
(Yes) (No)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, par value $1.00 47,139,351 shares Outstanding at
October 28, 1994
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
GENERAL SIGNAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
Condensed Statement of Earnings
(In thousands, except per share data)
(Unaudited)
Three Months
Ended September 30,
1994 1993
Net sales $ 436,257 $ 372,548
Cost of sales 309,771 259,940
Selling, general & administrative expenses 81,077 75,164
------- --------
390,848 335,104
Operating earnings 45,409 37,444
Interest expense, net (3,285) (3,137)
------- --------
Earnings before income taxe 42,124 34,307
Income taxes 14,322 9,981
Net earnings $ 27,802 $ 24,326
Earnings per share of common stock $ 0.59 $ 0.52
Dividends declared per common share $ 0.225 $ 0.225
Average common shares outstanding 47,299 47,104
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
Condensed Statement of Earnings
(In thousands, except per share data)
(Unaudited)
Nine Months Ended
September 30,
1994 1993
Net sales $1,251,527 $1,136,237
Cost of sales 887,174 815,496
Selling, general and administrative expenses 238,275 229,253
Dispositions of businesses and restructuring - - (12,100)
-------- ---------
1,125,449 1,032,649
Operating earnings 126,078 103,588
Interest expense, net (8,836) (13,686)
-------- --------
Earnings before income taxes 117,242 89,902
Income taxes 39,862 28,164
-------- --------
Earnings before extraordinary charge and
cumulative effect of accounting change 77,380 61,738
Extraordinary charge - - (6,576)
Cumulative effect of accounting change - - (25,300)
Net earnings $ 77,380 $ 29,862
Earnings per share of common stock:
Earnings before extraordinary charge
and cumulative effect of accounting
change $ 1.63 $ 1.39
Extraordinary charge - - (0.15)
Cumulative effect of accounting change - - (0.57)
Net earnings $ 1.63 $ 0.67
Dividends declared per common share $0.675 $ 0.675
Average common shares outstanding 47,339 44,365
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheet
(In thousands)
(Unaudited)
September 30, December 31,
Assets 1994 1993
Current assets:
Cash and cash equivalents $ 6,110 $ 1,253
Accounts receivable 286,681 255,534
Inventories 240,410 196,286
Deferred income taxes 58,973 60,315
Prepaid expenses and other
current assets 58,972 55,482
Assets held for sale at estimated
realizable value - - 25,675
651,146 594,545
Property, plant, and equipment 303,877 263,353
Intangibles 190,903 184,240
Other assets 152,070 134,314
Deferred income taxes 47,178 48,389
$1,345,174 $1,224,841
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheet
(In thousands)
(Unaudited)
September 30, December 31,
Liabilities and Shareholders' Equity 1994 1993
Current liabilities:
Short-term borrowings and
current maturities of long-term
debt $ 11,720 $ 9,334
Accounts payable 159,729 131,300
Accrued expenses 152,206 177,829
Income taxes 33,837 7,385
357,492 325,848
Long-term debt, less current
maturities 245,125 191,382
Accrued postretirement and
postemployment obligations 159,207 173,693
Other liabilities 8,835 8,732
Total long-term liabilities 413,167 373,807
Shareholders' equity:
Common stock, authorized 150,000
shares; issued 63,625 shares
at September 30, 1994 and 63,360
shares at December 31, 1993 77,347 77,082
Additional paid-in capital 279,676 271,958
Retained earnings 628,523 583,099
Cumulative translation adjustments (2,072) (8,483)
Common stock in treasury, at cost;
16,312 shares at September 30, 1994
and 16,017 shares at
December 31, 1993 (408,959) (398,470)
Total shareholders' equity 574,515 525,186
$1,345,174 $1,224,841
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
Increase (Decrease) in Cash
and Cash Equivalents
Nine Months Ended September 30,
1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings before extraordinary charge
and cumulative effect of accounting
change $ 77,380 $ 61,738
Adjustments to reconcile net earnings
to net cash from operating
activities:
Depreciation and amortization 40,134 34,582
Pension credits (9,390) (9,857)
Extraordinary charge - - (6,576)
Other, net (4,393) 3,892
Changes in working capital (70,332) (45,852)
Net cash from operating activities 33,399 37,927
CASH FLOWS FROM INVESTING ACTIVITIES:
Dispositions 26,159 97,562
Capital expenditures (54,868) (39,251)
Acquisitions, net of cash acquired (17,181) (7,735)
Other, net (1,810) (5,201)
Net cash from investing activities (47,700) 45,375
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short and long-term
borrowings 55,840 (183,801)
Dividends paid (31,969) (27,875)
Issuance of common stock 3,348 136,974
Repurchase of common stock (8,436) - -
Net cash from financing activities 18,783 (74,702)
Effect of exchange rate changes
on cash 375 (427)
Net change in cash and cash
equivalents 4,857 8,173
Cash and cash equivalents at
beginning of period 1,253 16,455
Cash and cash equivalents at end
of period $ 6,110 $ 24,628
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Financial Statements
(Unaudited)
1. The accompanying unaudited financial statements reflect all
adjustments (consisting solely of normal, recurring items)
necessary for the fair presentation of results for these
interim periods. These results are based upon generally
accepted accounting principles consistently applied with those
used in the preparation of the company's 1993 Annual Report on
Form 10-K.
2. Inventories September 30, December 31,
1994 1993
(In thousands)
Finished goods $ 72,961 $ 56,066
Work-in-process 69,244 63,343
Raw material and purchased parts 124,592 103,985
Total FIFO cost 266,797 223,394
Excess of FIFO cost over LIFO
inventory value (26,387) (27,108)
Net carrying value $ 240,410 $ 196,286
3. Business Segment Information Three Months Ended September 30,
1994 1993
(In thousands)
Net sales:
Process Controls $ 190,600 $ 180,400
Electrical Controls 163,900 129,500
Industrial Technology 81,800 62,700
$ 436,300 $ 372,600
Operating earnings:
Process Controls $ 20,600 $ 19,600
Electrical Controls 14,400 10,000
Industrial Technology 14,600 11,500
Total operating earnings before
unallocated expenses, equity
income and interest 49,600 41,100
Equity income 100 (400)
Interest expense (3,300) (3,100)
Unallocated expenses (4,300) (3,300)
Earnings before income taxes $ 42,100 $ 34,300
<PAGE>
3. Business Segment Information Nine Months Ended September 30,
(cont.) 1994 1993
(In thousands)
Net sales:
Process Controls $ 563,300 $ 539,800
Electrical Controls 450,700 403,100
Industrial Technology 237,600 193,300
$1,251,600 $1,136,200
Operating earnings:
Process Controls $ 62,900 $ 19,200
Electrical Controls 34,900 17,700
Industrial Technology 38,900 32,400
Dispositions and restructurings - - 42,600(1)
Total operating earnings before
unallocated expenses, equity
income and interest 136,700 111,900
Equity income 700 (100)
Interest expense,net (8,800) (13,600)
Unallocated expenses (11,400) (8,300)
Earnings before income taxes $ 117,200 $ 89,900
(1)Excess SEO reserves.
4. Property, Plant & Equipment September30, December 31,
1994 1993
(In thousands)
Property, plant and equipment,
at cost $ 709,371 $ 635,320
Accumulated depreciation and
amortization (405,494) (371,967)
Property, plant and equipment,
net $ 303,877 $ 263,353
5. Supplemental Information-Statement of Cash Flows
Nine Months Ended September 30,
1994 1993
(In thousands)
Cash paid for:
Interest $ 7,659 $ 13,543
Income taxes $ 3,339 $ 4,324
<PAGE>
6. Pending Merger with Reliance Electric Company
On August 30, 1994 General Signal Corporation and Reliance Electric
Company announced an agreement to merge. The merger contemplates the
issuance of approximately 37 million shares of General Signal
common stock, valued at $1.3 billion, at the exchange rate of 0.739
shares of General Signal for each Reliance share on a fully converted
basis. The merger is pending approval of shareholders; as such, the
financial statements and related notes, and management's discussion and
analysis sections of this Form 10-Q do not reflect the merger, which will
be accounted for as a pooling of interests.
In late October, Rockwell International announced a $1.5 billion
tender offer for Reliance Electric. A decision as to acceptance or
rejection of this bid has not been made by Reliance's board of directors,
and the board has continued to endorse its agreement with General Signal.
Under the terms of the General Signal/Reliance merger agreement, under
certain circumstances if the transaction between General Signal and
Reliance did not occur, Reliance would be obliged to pay General Signal
$50.0 million plus up to $2.5 million in documented transaction costs.
7. Acquisitions
During the first nine months of 1994, the company completed three
purchase acquisitions.
Company Acquired Description of Business
Benjamin Signals Audible and visual signal
products
Assets of Berger Industries, Inc. Steel fittings products
Neer Manufacturing Co., Inc. Zinc die-cast fittings
No long-term liabilities were assumed in conjunction with these
acquisitions.
The company's intended purchase of Fairbanks-Morse Pump
Corporation, a maker of water treatment, irrigation, residential and general
industrial-use pumps, is pending U. S. Department of Justice
approval.
8. Repurchase of Shares
In March 1994, the company's Board of Directors approved a
program to repurchase up to 3.4 percent or 1.6 million shares of the common
stock outstanding at that time. These shares will be purchased
systematically from time to time over the next two years in open market
transactions and will be used to offset dilution from the expected increased
exercise of employee stock options arising from the company's new
executive stock ownership program. As of September 30, 1994, 256,900 shares
have been repurchased under this program.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations -
Third Quarter 1994 Compared With Third Quarter 1993
Third Quarter
1994 1993 Change
Net Sales $436.3 $372.5 17.1%
Domestic sales increased in 1994 by approximately 19.3 percent,
aided by higher orders and the company's bolt-on acquisitions in 1994 (3.2
percent). International sales were 21.3 percent of the company's net sales
in 1994 compared to 22.8 percent in 1993.
Sales in the Process Controls sector increased 5.7 percent from year
ago levels primarily from higher activity in mixing and laboratory equipment.
The acquisition of Layne & Bowler accounted for $5.0 million of the increased
sales.
The Electrical Controls sector sales were up 26.6 percent from 1993
levels. Sales of almost all electrical product lines showed improvements over
last year, with particularly strong growth coming from electrical motors and
conduit fittings. Improvement also was seen for power conditioning equipment
in Italy and Australia. Acquisitions accounted for $7.1 million of the
increased sales.
Sales in the Industrial Technology sector increased by 30.5 percent
from 1993. Shipments of OEM automotive components improved due to an
accelerated automotive recall campaign and sales of fare collection and
vending equipment were significantly higher. The sector's sales also were
increased by the inclusion of $6.1 million of sales from low-margin units
formerly treated as divested.
Third Quarter
1994 1993 Change
Gross Profit $126.5 $112.6 12.3%
Percentage of Net
Sales 29.0% 30.2%
Gross profit as a percentage of net sales improved on higher sales.
Included in 1993 gross margins were LIFO reserve liquidations of $3.4 million,
with no LIFO liquidations in the comparable 1994 quarter. The improvement in
gross profit can be attributed to improved cost structure at certain operating
units and cost savings resulting from the company's recent restructuring
activities. In addition, 1994 third quarter gross profit included the benefit
of a $1.6 million curtailment gain on postretirement benefits other than
pensions.
<PAGE>
Third Quarter 1994 1993 Change
Selling, General &
Administrative Expenses $81.1 $75.2 7.8%
Percentage of Net Sales 18.6% 20.2%
The ratio of selling, general and administrative expenses to sales
improved as a result of the restructuring of certain operations and continued
focus on cost management. Pension credits of $2.9 million and $3.6 million
for 1994 and 1993, respectively, were included in selling, general and
administrative expenses. Retiree medical expense was $0.6 million in 1994,
compared to $1.6 million in 1993 due to lower estimated cost trend rates and
1993 plan changes. The company also recognized a $1.3 million gain on the
sale of investments in 1994.
Third Quarter
1994 1993 Change
Operating Earnings $45.4 $37.4
21.4%
Percentage of Net Sales 10.4% 10.1%
Operating earnings for the Process Controls sector increased 5.1
percent to $20.6 million in 1994 reflecting a 5.7 percent increase in sales.
Electrical Controls sector operating earnings were up 44.0 percent
to $14.4 million in 1994. This improvement resulted from the substantial
increase in profitability for the power conditioning equipment business, and
the strong results in electrical motors and conduit fittings businesses.
The Industrial Technology sector operating earnings increased 27.0
percent to $14.6 million in 1994. This improvement is attributable primarily
to strong 1994 results in the automotive and transit equipment businesses. In
addition, sector results included $1.5 million of royalty income.
Net interest expense increased 6.5% in 1994 due to higher interest
rates and increased debt associated with 1994 acquisitions and the company's
stock buy- back program.
Net earnings were $27.8 million for the third quarter of 1994
compared to $24.3 million for the third quarter of 1993. The company's
effective tax rate was 34.0 percent in 1994 compared with 29.1 percent in
1993. The 1994 tax rate included benefits of 1.6 percent arising from
adjustments to prior year tax liabilities and 1.8 percent from the recognition
of certain foreign and state net operating loss carryforwards. <PAGE>
Results of
Operations - First Nine Months 1994 Compared to First Nine Months 1993
Nine Months
1994 1993
Change
Net Sales $1,251.5 $1,136.2 10.1%
Domestic sales increased 11.6 percent in 1994 from increased orders
(15.3 percent) and the company's bolt-on acquisitions (2.7 percent).
International sales in 1994 totalled 21.7 percent of the company's net sales,
compared to 22.7 percent in 1993. Overall, international sales increased 5.1
percent in 1994, mostly from increased export sales (9.1 percent), reflecting
improved international markets and the weak dollar.
Sales in the Process Controls sector increased 4.4 percent over last
year from higher shipments of pumps that resulted primarily from the
acquisition of Layne & Bowler, accounting for $17.2 million of the increase.
The Electrical Controls sector sales increased 11.8 percent. This
increase is due to stronger demand for broadcast equipment, conduit fittings
and electrical motors. Acquisitions accounted for $13.3 million of the
increased sales.
The Industrial Technology sector, with a 22.9 percent improvement in
sales, experienced strong demand for OEM automotive components and bus and
rail fare equipment. The sector's 1994 sales included $15.5 million of
certain low- margin units that were formerly treated as divested.
Nine Months
1994 1993 Change
Gross Profit $358.3(1) $332.7(1) 7.7%
Percentage of Net Sales 28.6% 29.3%
(1) Adjusted to exclude non-recurring asset valuation charges ($12.0
million in 1993), and credits for curtailment of postretirement benefits at a
Process Controls unit ($6.1 million in 1994).
Gross profit as a percentage of net sales increased in 1994.
Included in gross margins in 1994 and 1993 were $0.7 million and $5.2 million,
respectively, of LIFO reserve liquidations resulting from the company's
aggressive inventory management policies that lowered costs and inventory
levels at certain units of the company.
Nine Months
1994 1993
Change
Selling, General &
Administrative Expenses $238.3 $229.3
3.9%
Percentage of Net Sales 19.0% 20.2%
The ratio of selling, general and administrative expenses to sales
improved over year ago levels benefitting from the restructuring activities
undertaken since mid-1993 at certain units of the company, and the company's
continued cost management efforts. Included in selling, general and
administrative expenses were pension credits of $9.4 million and $9.9 million
for the nine months ended September 30, 1994 and 1993, respectively. Retiree
medical expense was $2.5 million in 1994 compared to $5.6 million in 1993 due
to lower estimated cost trend rates and 1993 plan changes.
Nine Months
1994 1993
Change
Operating Earnings $126.1 $103.6
21.7%
Percentage of Net Sales 10.1% 9.1%
Operating earnings increased in 1994 from higher sales volume, a
stronger mix of higher margin products, and the positive effects of the
restructuring activities undertaken in mid-1993.
Operating earnings in the Process Controls sector improved 22.9
percent to $62.9 million in 1994 from $51.2 million in 1993, when 1993
non-recurring charges are excluded. Included in 1994 was a $6.1 million other
postretirement benefits curtailment gain. 1993 results excluded non- recurring
charges of $32.0 million and a $2.3 million charge to conform Revco's
accounting practices to the company's accounting policies and practices.
After adjusting for the effect of these unusual items, the remaining
improvement in sector performance came from higher sales volume and the impact
of restructuring activities.
Operating earnings in the Electrical Controls sector increased 23.8
percent to $34.9 million from 1993 earnings of $28.2 million, excluding a 1993
second quarter non-recurring charge of $4.0 million. The improved operating
earnings resulted from an 11.8 percent increase in sector sales and the
benefits of the company's restructuring activities.
The Industrial Technology sector operating earnings increased 20.1
percent over 1993 earnings, primarily from higher sales volume in the OEM
automotive equipment markets and from an improved mix of higher margin
telecommunications products. In addition, sector results were positively
impacted by $1.5 million of royalties recognized during the third quarter of
1994.
In 1994, net interest expense decreased approximately 35 percent as
a result of the extinguishment of higher-rate debt during the second quarter
of 1993 and generally lower debt levels in 1994.
Earnings before extraordinary charge and cumulative effect of
accounting change were $77.4 million in 1994 compared to $61.7 million in
1993. The company recognized a $25.3 million charge in 1993 to adopt FAS 112,
"Employers' Accounting for Postemployment Benefits," and a $6.6 million
extraordinary charge for early extinguishment of debt, resulting in net
earnings of $29.9 million. The company's effective tax rate was 34.0 percent
in 1994 compared with 31.3 percent in 1993. The 1994 tax rate included
benefits of 1.6 percent arising from adjustments to prior year tax liabilities
and 1.8 percent from recognizing certain foreign and state net operating loss
carryforwards. Average shares increased 6.7 percent from 44,365 in 1993 to
47,339 in 1994. <PAGE>
Financial Condition - September 30, 1994 Compared to
December 31, 1993
Operations generated cash of $33.4 million in 1994, compared to
$37.9 million in 1993. Excluding proceeds from dispositions of $26.2 million
in 1994, working capital grew approximately $70 million. Accounting for most
of the growth (exclusive of acquisitions), accounts receivable increased $22.4
million reflecting record 1994 sales levels and inventory increased $34.3
million in anticipation of strong product shipments.
Included in 1994 operating cash flows were expenditures of $8.6
million for restructuring activities, $8.1 million of severance pay, and $5.1
million for the consolidation of the company's Lindberg unit with Revco.
These expenditures were charged against accruals established in 1993.
Management anticipates that these expenditures will result in lower future
costs from higher productivity. 1993 operating cash flows included reductions
in assets held for sale and expenditures related to the divestiture of the
semiconductor equipment operations ($33.8 million).
Earnings for 1994 included several non-cash items, including
depreciation, pension credits, and a curtailment gain on other postretirement
benefits that resulted from the reduction of employment levels at a Process
Controls unit.
Proceeds from the dispositions of semiconductor equipment operations
were $26.2 million and related semiconductor assets divested and cash charges
incurred were $11.0 million in 1994, with no impact on income during the
period. The company used $17.2 million for acquisitions and $54.9 million for
capital expenditures. Dividends paid totalled $32.0 million, and additional
amounts borrowed during the nine months amounted $55.8 million. $8.4 million
was expended to repurchase common stock under a repurchase program authorized
by the Board in March 1994.
Long-term debt-to-capitalization (net of cash) was 29.4 percent at
September 30, 1994 compared to 26.6 percent at December 31, 1993, reflecting
the increased borrowings.
At December 31, 1993, the company had a $43.2 million valuation
allowance established against its gross deferred tax assets of approximately
$224 million. There were no significant changes to the deferred tax assets or
the valuation allowance since year-end. The valuation allowance was based on
management's assessment that it was more likely than not that the net deferred
tax assets will be realized through future taxable earnings or alternative tax
strategies. In the event that the tax benefits relating to the valuation
allowance are subsequently realized, $6.6 million of such benefits would
reduce goodwill, while $36.6 million of such benefits would reduce income tax
expense.
The company is well-positioned to finance future working capital
requirements and capital expenditures through current earnings and significant
available credit facilities. <PAGE>
Other Matters
As a producer of capital goods and equipment, the results of the
company's businesses can vary with the relative strength of the economy.
Demand for products in the Process Controls sector follows the demand for
durable goods orders, and strength in heavy industrial and utility markets are
key to their success. The Electrical Controls sector depends upon several
markets, principally the construction, automotive, and computer equipment
industries. The Industrial Technology sector depends on several markets,
primarily in automotive, mass transportation, and telecommunications
equipment. Mass transportation depends upon continued Federal and local
government spending, and telecommunications is dependent upon continued
research and development and the continued success of new products. While no
one marketplace or industry has a major impact on the company's operations or
results, the inherent pace of technological changes presents certain risks
that the company monitors carefully. Success within all of the company's
businesses is dependent upon the timely introduction and acceptance of new
products.
<PAGE>
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
12.0 Calculation of Ratios of Earnings to Fixed Charges.
(b) No reports were filed on Form 8-K during the quarter ended
September 30, 1994.
<PAGE>
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.
GENERAL SIGNAL CORPORATION
/s/ Terry J. Mortimer
Terry J. Mortimer
Vice President and Controller
Chief Accounting Officer
DATE: November 14, 1994
<PAGE>
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.
GENERAL SIGNAL CORPORATION
Terry J. Mortimer
Vice President and Controller
Chief Accounting Officer
DATE: November 14, 1994
Exhibit (12.0)
GENERAL SIGNAL CORPORATION
Calculation of Ratios of Earnings to Fixed Charges
(Dollars in thousands)
Nine Months
Years Ended December 31, Ended
September 30,
1989 1990 1991 1992 1993 1994
Earnings:
Earnings (loss) before
income taxes $108,482 $(25,193) $89,451 $18,786 $94,398 $117,242
Add: fixed charges 54,526 47,724 40,626 37,029 23,440 14,110
- - ----------------------------------------------------------------------------
$163,008 $22,531 $130,077 $55,815 $117,838 $131,352
Fixed charges:
Interest expense $44,759 $37,557 $32,193 $28,629 $18,240 $8,836
One-third of rent
expense 9,767 10,167 8,433 8,400 5,200 5,274
- - ---------------------------------------------------------------------------
$54,526 $47,724 $40,626 $37,029 $23,440 $14,110
Ratio 2.99 .47(1) 3.20 1.51 5.03 9.31
(1) Earnings are inadequate to cover
fixed charges by an amount of approximately $25 million.
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<NAME> GENERAL SIGNAL CORP
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<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
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0
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<OTHER-SE> 497,168
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