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 June 30, 1995 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 47,498,969
(Class) (Outstanding at July 31, 1995)
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Statement of Earnings
(In millions, except per share data)
(Unaudited)
Three Months Ended June 30,
1995 1994
Net sales $ 421.4 $ 378.7
Cost of sales 297.4 269.1
Selling, general and administrative expenses 75.8 69.1
Acquisition of businesses and special items 7.4 - -
380.6 338.2
Operating earnings 40.8 40.5
Interest expense, net (4.8) (2.9)
Earnings before income taxes 36.0 37.6
Income taxes 12.6 12.3
Earnings from continuing operations 23.4 25.3
Discontinued operations (49.6) (0.3)
Net earnings (loss) $ (26.2) $ 25.0
Earnings (loss) per share of common stock:
Continuing operations $ 0.50 $ 0.53
Discontinued operations (1.05) - -
Net earnings (loss) $ (0.55) $ 0.53
Dividends declared per common share $ 0.240 $ .225
Average common shares outstanding 47.3 47.3
See accompanying notes to financial statements.<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Earnings
(In millions, except per share data)
(Unaudited)
Six Months Ended June 30,
1995 1994
Net sales $ 832.4 $ 721.1
Cost of sales 590.7 512.1
Selling, general and administrative expenses 147.4 131.4
Acquisition of businesses and special items 7.4 - -
------- -------
745.5 643.5
Operating earnings 86.9 77.6
Interest expense, net (8.9) (5.7)
----- ------
Earnings before income taxes 78.0 71.9
Income taxes 27.3 24.4
----- -----
Earnings from continuing operations 50.7 47.5
Discontinued operations (49.6) 2.1
---- ----
Net earnings $ 1.1 $ 49.6
==== =====
Earnings (loss) per share of common stock:
Continuing operations $ 1.07 $ 1.00
Discontinued operations (1.05) 0.05
------ ------
Net earnings $ 0.02 $ 1.05
======= =======
Dividends declared per common share $ 0.48 $ 0.45
Average common shares outstanding 47.3 47.4
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheet
(In millions)
(Unaudited)
June 30, December 31,
Assets 1995 1994
Current assets:
Cash and cash equivalents $ 2.6 $ 0.3
Accounts receivable 284.4 258.3
Inventories 232.4 213.3
Prepaid expenses and other
current assets 38.7 44.5
Assets held for sale at estimated
realizable value 105.1 153.6
Deferred income taxes 80.8 47.2
----- ------
Total current assets 744.0 717.2
Property, plant, and equipment 298.8 280.5
Intangibles 339.6 194.3
Other assets 148.7 134.5
Deferred income taxes 16.7 16.1
------ ------
$1,547.8 $1,342.6
======== ========
See accompanying notes to financial statements.
<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheet-Continued
(In millions)
(Unaudited)
June 30, December 31,
Liabilities and Shareholders' Equity 1995 1994
Current liabilities:
Short-term borrowings and
current maturities of long-term
debt $ 5.6 $ 2.2
Accounts payable 137.6 152.9
Accrued expenses 172.0 183.1
Income taxes 40.8 18.9
------ ------
Total current liabilities 356.0 357.1
Long-term debt, less current
maturities 487.2 269.1
Accrued postretirement and
postemployment obligations 153.1 161.2
Other liabilities 17.9 7.3
------ -----
Total long-term liabilities 658.2 437.6
Shareholders' equity:
Common stock, authorized 150.0
shares; issued 64.2 shares
at June 30, 1995 and 63.7
shares at December 31, 1994 77.8 77.4
Additional paid-in capital 293.4 281.1
Retained earnings 598.9 620.5
Cumulative translation adjustments (10.7) (12.1)
Common stock in treasury, at cost;
16.7 shares at June 30,
1995 and 16.6 shares at
December 31, 1994 (425.8) (419.0)
------ --------
Total shareholders' equity 533.6 547.9
------- --------
$1,547.8 $1,342.6
======== =========
See accompanying notes to financial statements.<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Cash Flows
(In millions)
(Unaudited)
Increase (Decrease) in Cash
and Cash Equivalents
Six Months Ended
June 30,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from continuing operations $ 50.7 $ 47.5
Adjustments to reconcile earnings
to net cash from operating
activities:
Deferred taxes 4.1 0.6
Depreciation and amortization 28.0 27.2
Pension credits (5.0) (6.5)
Other, net 9.3 (1.2)
Changes in working capital (49.5) (53.6)
----- -----
Net cash from operating activities 37.6 14.0
CASH FLOWS FROM INVESTING ACTIVITIES:
Divestitures 2.7 19.1
Acquisitions (190.0) (20.5)
Capital expenditures (21.4) (36.3)
Other, net (2.3) (3.2)
------- -------
Net cash from investing activities (211.0) (40.9)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short and long-term
borrowings 202.1 59.1
Dividends paid (22.7) (21.3)
Shares repurchased (9.9) (6.7)
Proceeds from stock options 6.3 2.7
------ -----
Net cash from financing activities 175.8 33.8
Effect of exchange rate changes
on cash - - 0.2
Net change in cash and cash
equivalents 2.4 7.1
Cash and cash equivalents at
beginning of period 0.3 1.3
Cash and cash equivalents at end -------- ----------
of period $ 2.7 $ 8.4
======== =========
See accompanying notes to financial statements.<PAGE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements
(Unaudited)
(In millions, except per share data)
1. The accompanying unaudited financial statements reflect all
adjustments (consisting 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 1994 Annual Report on Form
10-K.
2. Inventories
June 30, December 31,
1995 1994
(in millions)
Finished goods $ 75.4 $ 62.1
Work in process 67.8 68.0
Raw material and purchased parts 111.5 106.4
Total FIFO cost 254.7 236.5
Excess of FIFO cost over LIFO
inventory value (22.3) (23.2)
Net carrying value $ 232.4 $ 213.3
3. Business Segment Information Three Months Ended June 30,
1995 1994
(in millions)
Net sales:
Process Controls $ 186.3 $ 146.3
Electrical Controls 169.9 152.3
Industrial Technology 65.2 80.1
$ 421.4 $ 378.7
Operating earnings:
Process Controls $ 26.0 $ 19.1
Electrical Controls 7.6(a) 10.9
Industrial Technology 12.6(a) 14.9
Total operating earnings before
unallocated expenses, equity
income and interest 46.2 44.9
Equity income 0.2 (0.1)
Net interest expense (4.8) (2.9)
Unallocated expenses (5.6) (4.3)
Earnings before income taxes $ 36.0 $ 37.6
<PAGE>
3. Business Segment Information Six Months Ended June 30,
(cont.) 1995 1994
(in millions)
Net sales:
Process Controls $ 361.9 $ 288.0
Electrical Controls 330.0 286.8
Industrial Technology 140.5 146.3
$ 832.4 $ 721.1
Operating earnings:
Process Controls $ 48.1 $ 37.2
Electrical Controls 20.1(a) 20.5
Industrial Technology 27.5(a) 26.4
Total operating earnings before
unallocated expenses, equity
income and interest 95.7 84.1
Equity income 0.2 0.6
Net interest expense (8.9) (5.7)
Unallocated expenses (9.0) (7.1)
Earnings before income taxes $ 78.0 $ 71.9
(a) Includes $7.6 million in Electrical Controls and $0.2 million in
Industrial Technology of charges and costs related to acquisition
integration and consolidation of operations.
4. Property, Plant and Equipment June 30, December 31,
1995 1994
(in millions)
Property, plant and equipment,
at cost $ 657.6 $ 611.8
Accumulated depreciation and
amortization (358.8) (331.3)
Property, plant and equipment,
net $ 298.8 $ 280.5
5. Supplemental Information-Statement of Cash Flows
Six Months Ended
June 30,
1995 1994
(in millions)
Cash paid (received) for:
Interest $ 7.4 $ 6.2
Income taxes $ 2.9 $ 1.1
Liabilities assumed in conjunction
with acquisitions:
Fair value of assets acquired $ 190.0 $ 7.8
Cash paid (190.0) (7.8)
$ - - $ - -
6. Discontinued Operations
The company recorded a $75.0 million before tax charge ($49.6
million after taxes) for additional expected losses relating to the
disposal of Leeds & Northrup, accounted for as a discontinued
operation. The losses resulted from anticipated lower net proceeds
from selling the operation in its several component pieces rather
than as a single entity to one buyer, additional severance, and
other potential costs of closing portions of any remaining
operations.
7. Acquisition of Best Power
On June 13, 1995, the company completed a cash tender offer for
Best Power Technology. The aggregate purchase price was
approximately $190 million, which was financed through the issuance
of commercial paper. The acquisition has been accounted for as a
purchase.
The company recorded a $7.4 million before tax charge ($4.8 million
after tax) during the second quarter of 1995 primarily for
severance and other consolidation costs relating to the combination
of existing General Signal locations with Best Power.
Best Power is a leading manufacturer of uninterruptible power
supply products, which provide backup power and protect computers,
information networks, and other critical systems from power line
disturbances.
Unaudited pro forma data giving effect to the purchase as if Best
Power had been acquired at the beginning of 1994 are shown below:
Six Months Ended
1995 1994
Net sales $ 891.8 $ 791.8
Net earnings $ (6.1) (1) $ 48.9
Earnings
per share $ (0.13) (1) $ 1.04
(1) Includes acquisition-related before tax charges of $7.4 million
($4.8 million after tax or $0.10 per share) and after tax charges
for discontinued operations of $49.6 million or $1.05 per share.
<PAGE>
8. Other Acquisitions
On May 8, 1995, the company and Data Switch Corporation agreed to
merge. Subject to Data Switch shareholder approval, the merger is
expected to be completed during the fourth quarter of 1995. The
agreement calls for General Signal to issue 1.5 million shares of
common stock in exchange for all of the outstanding shares of Data
Switch. The company intends to account for the merger as a pooling
of interests.
Data Switch designs, manufactures, markets and services a range of
products for large scale, high speed data networks. Data Switch is
the number two supplier, behind IBM, of switches which connect
mainframe computer systems with local or remote peripherals such as
printers, magnetic tape drives, and disk drives.
On July 27, 1995, the company acquired MagneTek Electric, Inc., the
medium-power transformer business of Magnetek, Inc. for $76 million
in cash and the assumption of liabilities. The acquisition will be
accounted for as a purchase.
MagneTek Electric, located in Waukesha, Wisconsin, is a market
leader in the design and manufacture, sales, and installation of
medium-sized power transformers and related products. Power
transformers are used by utilities to reduce, or "step down" power
in substations before it is sent on to residential, commercial and
industrial users. "Medium" power transformers have a capacity of
10 to 100 million volt amperes (MVA).
9. Repurchase of Shares
In March 1994, a two year program to repurchase up to 3.4 percent
or 1.6 million shares of the company's outstanding stock at that
time was approved by the Board of Directors. These shares will be
purchased systematically in open market transactions, and will be
used to offset dilution from the expected exercise of employee
stock options arising from the company's executive stock ownership
program. To date, approximately 878 thousand shares have been
repurchased under the program.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations -
Second Quarter 1995 Compared With Second Quarter 1994
Second Quarter
1995 1994 Change
Net sales $421.4 $378.7 11.3%
Sales improved 11 percent over 1994 levels, of which three quarters related to
acquisitions and the remainder reflected improved order activity. International
sales in 1995 totalled 21 percent of the company's net sales. Export sales
increased 65 percent to approximately $45 million, reflecting the acquisition
of Fairbanks-Morse Pump Corporation in late 1994 and several large orders in
Process and Electrical Controls.
Overall, Process Controls sector sales increased 27.3 percent from increased
shipments of pumps, valves, industrial mixers and laboratory equipment,
despite declines in foreign sales of industrial mixers. The increased pump
sales resulted primarily from the acquisition of Fairbanks-Morse.
Sales in the Electrical Controls sector increased 11.6 percent. Best Power
added $8.2 million sales to the 1995 quarter, accounting for almost half
of the sector's increase. The remaining increase was led by stronger demand
for building and life safety products and broadcast equipment, price
increases in the distributor products line, and higher exports of
uninterruptible power supplies from Italy to other parts of Europe as a result
of the weakening of the Italian lira relative to other European currencies.
The Industrial Technology sector sales decreased 18.6 percent, mostly due to
sales declines in telecommunications and OEM bicycle and automotive components,
and the completion of the U. S. Postal Service stamp vending machine contract.
Second Quarter
1995 1994 Change
Gross profit $124.0 $109.6 13.1%
Percentage of net sales 29.4% 28.9%
Gross profits in 1995 included $0.9 million of LIFO reserve liquidations.
There were no LIFO liquidations in 1994. Margin improvements were strongest
for our mixer, valve and life safety products. <PAGE>
Second Quarter
1995 1994 Change
Selling, general and
administrative expenses $75.8 $69.1 9.7%
Percentage of net sales 18.0% 18.2%
Selling, general and administrative expenses improved as a percent of sales
in 1995 reflecting the company's continued cost management efforts.
Included in selling, general and administrative expenses were pension credits of
$2.8 million in 1995 and $3.5 million in 1994.
Second Quarter
1995 1994 Change
Operating earnings $48.6(a) $40.5 20.0%
Percentage of net sales 11.5% 10.7%
(a) Excluding $7.8 million of one-time charges, consisting of $7.4 million of
severance, asset write-downs and other Best acquisition-related charges, $0.2
million of Best integration costs included in operations, and $0.2 million of
costs related to the relocation of a GS Telecom plant included in operations.
Earnings for the Process Controls sector were up 36.1 percent. The improved
results, which were led by pumps and mixers, came principally from
productivity improvements, reduced costs and the acquisition of
Fairbanks-Morse.
Electrical Controls sector operating earnings were up 39.4 percent, excluding
one-time charges. This improvement is attributable primarily to stronger
sales activity during the period and cost containment efforts, with the
strongest earnings growth seen in broadcast equipment, followed closely by
uninterruptible power supplies.
The Industrial Technology sector operating earnings, excluding one-time
charges, declined 14.1 percent during 1995. The declines were led by the
completion of the U. S. Postal Service stamp vending machine contract and OEM
bicycle and automotive products.
Unallocated expenses were positively impacted by $2.9 million of accrual
adjustments that related primarily to the semiconductor equipment operations,
environmental reserves and other accruals. However, these positive adjustments
were more than offset by higher costs that resulted from the establishment of
a centralized purchasing function at corporate headquarters, along with higher
spending on manufacturing integration and mergers and acquisitions activities.
Second Quarter
1995 1994 Change
Net interest expense $4.8 $2.9 65.5%
Percentage of net sales 1.1% 0.8%
Net interest expense increased as a result of higher average debt levels and
borrowing rates during 1995 as compared to 1994. The acquisition of Best
Power during the second quarter added approximately $0.5 million to 1995
interest expense.
Earnings from continuing operations, exclusive of acquisition-related charges,
were $28.4 million or $0.60 per share in 1995 compared to $25.3 million or $0.53
per share in 1994. The company's effective tax rate was approximately 35.0
percent in 1995 compared with 32.7 percent in 1994. Included in the 1994 tax
rate were favorable adjustments to prior year tax liabilities and the
recognition of net operating loss carryforwards.
<PAGE>
Results of Operations - First Half 1995 Compared With First Half 1994
First Half
1995 1994 Change
Net sales $832.4 $721.1 15.4%
Sales improved 15 percent over 1994 levels, of which one-half related to
acquisitions and the remainder reflected improved order activity.
International sales in 1995 totalled 21 percent of the company's net sales.
Export sales increased 60.3 percent, reflecting the acquisition of
Fairbanks-Morse Pump Corporation in late 1994 and several large orders in
Process and Electrical Controls.
Overall, Process Controls sector sales increased 25.1 percent from increased
shipments of pumps, valves, industrial mixers and laboratory equipment,
despite minor declines in foreign sales of industrial mixers. The increased
pump sales resulted primarily from the acquisition of Fairbanks-Morse.
Sales in the Electrical Controls sector increased 15.7 percent. The increase
was led by stronger demand for building and life safety products and
electrical fittings, and higher exports of uninterruptible power supplies
from Italy to other parts of Europe as a result of the weakening of the
Italian lira relative to other European currencies.
The Industrial Technology sector sales decreased 4.0 percent, mostly from the
completion of the U. S. Postal Service stamp vending machine contract.
First Half
1995 1994 Change
Gross profit $241.7 $209.0 15.6%
Percentage of net sales 29.0% 29.0%
Gross profits included $0.9 million of LIFO reserve liquidations in 1995 and
$0.5 million in 1994.
First Half
1995 1994 Change
Selling, general and
administrative expenses $147.4 $131.4 12.1%
Percentage of net sales 17.7% 18.2%
Selling, general and administrative expenses improved as a percent of sales in
1995 reflecting the company's continued cost management efforts. Included in
selling, general and administrative expenses were pension credits of $5.0
million in 1995 and $6.5 million in 1994.
<PAGE>
First Half
1995 1994 Change
Operating earnings $94.7(a) $77.6 22.0%
Percentage of net sales 11.4% 10.8%
(a) Excluding $7.8 million of one-time charges, consisting of $7.4 million
of severance, asset write-downs and other Best acquisition-related charges,
$0.2 million of Best integration costs included in operations, and $0.2
million of costs related to the relocation of a GS Telecom plant included in
operations.
Earnings for the Process Controls sector were up 29.3 percent. The improved
results, which were led by pumps and mixers, came principally from
productivity improvements, reduced costs and the acquisition of
Fairbanks-Morse.
Electrical Controls sector operating earnings, excluding one-time charges,
were up 35.1 percent. This improvement is attributable primarily to
stronger sales activity during the period and cost containment efforts, with
the strongest earnings growth seen in broadcast equipment, followed closely
by uninterruptible power supplies.
The Industrial Technology sector operating earnings improved 4.9 percent
during 1995, excluding one-time charges. This sector's improvements were
led by telecommunications and OEM bicycle automotive products, offset by a
decline in transit equipment earnings that resulted from the completion of
the U. S. Postal Service stamp vending machine contract.
During the first quarter of 1995, non-recurring items (primarily cash
settlements of royalty and insured matters) increased earnings of Electrical
Controls by $1.8 million and Industrial Technology by $2.0 million, and
reduced unallocated expenses by $1.9 million. During 1994, non-recurring
items (primarily non-cash adjustments to reserves) increased Industrial
Technology earnings by $1.8 million.
Unallocated expenses during the second quarter of 1995 were positively
impacted by $2.9 million of accrual adjustments that related primarily to the
semiconductor equipment operations, environmental reserves and other accruals.
However, these positive adjustments were more than offset by higher costs that
resulted from the establishment of a centralized purchasing function at
corporate headquarters, along with higher spending on manufacturing
integration and mergers and acquisitions activities.
<PAGE>
First Half
1995 1994 Change
Net interest expense $8.9 $5.7 56.1%
Percentage of net sales 1.1% 0.8%
Net interest expense increased as a result of higher average debt levels and
borrowing rates during 1995 as compared to 1994. The acquisition of Best
Power added approximately $0.5 million to 1995 interest expense.
Earnings from continuing operations, excluding one-time charges, were $55.7
million or $1.17 per share in 1995 compared to $47.5 million or $1.00 per
share in 1994. The company's effective tax rate was approximately 35
percent in 1995 compared to 34 percent in 1994.
Financial Condition - June 30, 1995 Compared to December 31, 1994
Operations generated cash of $37.6 million, compared to $14.0 million in
1994, with the increase reflecting improved earnings and working capital
management. Included in operating cash flows were expenditures of $38.9
million related to previously divested operations (primarily the
semiconductor equipment operations), and $5.0 million for severance pay.
These expenditures were charged against accruals. Management anticipates
that these expenditures will result in lower future costs from higher
productivity.
The company acquired Best Power on June 13, 1995, for approximately $190
million. Proceeds from the disposition of a portion of the discontinued
operations were $2.7 million in 1995, with no impact on income during the
quarter. The company used $21.4 million for capital expenditures. Dividends
paid totalled $22.7 million, common shares repurchased amounted to $9.9
million, and additional amounts borrowed during the first half totalled
$202.1 million, of which approximately $190 million related to the
acquisition of Best Power.
Long-term debt-to-total capitalization was 47.7 percent at June 30, 1995,
with increases in borrowing levels reflecting primarily the acquisition of
Best Power.
At June 30, 1995, the company had a $44.7 million valuation allowance
established against its gross deferred tax assets of approximately $322.8
million. As a result of the acquisition of Best Power, the company
recognized additional gross deferred tax assets of $1.5 million and
additional valuation allowance of $1.5 million against those acquired
deferred tax assets. In addition, the valuation allowance is presently
projected to be reduced by $7 million during 1995 as a result of anticipated
utilization of tax net operating loss carryforwards. The valuation
allowance is 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.
The company is well-positioned to finance future working capital requirements
and capital expenditures through current earnings and available credit
facilities. The pending merger with Data Switch will be completed through
the issuance of 1.5 million additional shares of common stock, and the
acquisition of MagneTek Electric was financed through additional commercial
paper in July 1995. <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 is key to the
success of the sector. The Electrical Controls sector depends upon several
markets, principally the construction and computer equipment industries. The
Industrial Technology sector depends on several markets, primarily
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) Form 8-K dated June 26, 1995 related to the
acquisition of Best Power Technology, Inc.
<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: August 11, 1995
<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: August 11, 1995<PAGE>
Calculation of Ratios of Earnings to Fixed Charges
General Signal Corporation
(Dollars in millions) Exhibit (12.0)
Six Months
Ended
June 30, Year Ended December 31,
1995 1994 1993 1992 1991 1990
Earnings:
Earnings from continuing
operations before income
taxes and extraordinary
items $ 78.0 $160.3 $139.1 $ 9.5 $ 97.4 $ 15.5
Add: fixed charges 13.3 20.2 22.6 35.3 39.3 46.4
----- ----- ----- ----- ----- -----
91.3 180.5 161.7 44.8 136.7 61.9
----- ----- ----- ---- ----- ----
Fixed charges:
Interest Expense
(Gross) 10.1 14.4 18.0 28.6 31.8 37.2
One-third of rent
expense 3.2 5.8 4.6 6.7 7.5 9.2
------- ----- ---- ----- ----- -----
$ 13.3 $ 20.2 $ 22.6 $ 35.3 $ 39.3 $ 46.4
------- ------- ------ ------ ------ ------
Ratio 6.86 8.94 7.15 1.27 3.48 1.33
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<EPS-DILUTED> 0.02
</TABLE>
