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, 1996 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
(State or other jurisdiction of 16-0445660
incorporation or organization) (I.R.S. Employer
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 49,774,339
(Class) (Outstanding at July 16, 1996)
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Statement of Earnings
(In millions, except per share data)
(Unaudited)
Three Months Ended June 30,
1996 1995
Net sales $515.0 $446.3
Cost of sales 357.3 313.8
Selling, general and
administrative expenses 99.4 82.2
Transaction and consolidation charges -- 7.4
----- -----
456.7 403.4
----- -----
Operating earnings 58.3 42.9
Interest expense, net 5.6 5.1
Earnings from continuing operations ----- -----
before income taxes 52.7 37.8
Income taxes 21.1 13.2
----- -----
Earnings from continuing operations 31.6 24.6
Discontinued operations -- (49.6)
----- -----
Net earnings $31.6 ($25.0)
===== =====
Earnings (loss) per share:
Continuing operations $0.64 $0.50
Discontinued operations -- (1.01)
----- -----
Net earnings $0.64 ($0.51)
===== =====
Dividends declared per share $0.24 $0.24
===== =====
Average shares outstanding 49.7 49.1
===== =====
See accompanying notes to financial statements.
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Statement of Earnings
(In millions, except per share data)
(unaudited)
Six Months Ended June 30,
1996 1995
Net sales $996.7 $880.4
Cost of sales 708.7 622.6
Selling, general and
administrative expenses 201.4 159.9
Gain on disposition (20.8) --
Transaction and consolidation charges -- 7.4
----- -----
889.3 789.9
----- -----
Operating earnings 107.4 90.5
Interest expense, net 12.4 9.6
----- -----
Earnings before income taxes 95.0 80.9
Income taxes 38.0 28.3
----- -----
Earnings from continuing operations 57.0 52.6
Discontinued operations -- (49.6)
----- -----
Net earnings $57.0 $3.0
===== =====
Earnings (loss) per share:
Continuing operations $1.15 $1.07
Discontinued operations -- (1.01)
----- -----
Net earnings $1.15 $0.06
===== =====
Dividends declared per share $0.48 $0.48
===== =====
Average shares outstanding 49.6 49.1
===== =====
See accompanying notes to financial statements.
GENERAL SIGNAL CORPORATION
Balance Sheet
(In millions)
(Unaudited)
June 30, December 31,
Assets 1996 1995
Current assets:
Cash and cash equivalents $14.0 $1.0
Accounts receivable 335.7 323.6
Inventories 245.2 234.7
Prepaid expenses and other current
assets 21.3 30.1
Assets held for sale at estimated
realizable value 17.2 60.4
Deferred income taxes 66.2 71.6
----- -----
Total current assets 699.6 721.4
Property, plant and equipment 305.5 312.7
Intangibles 398.0 406.0
Other assets 161.4 161.6
Deferred income taxes 0.8 11.5
----- -----
$1,565.3 $1,613.2
======== ========
See accompanying notes to financial statements.
June 30, December 31,
Liabilities and Shareholders' Equity 1996 1995
Current liabilities:
Short-term borrowings and current
maturities of long-term debt $5.9 $9.0
Accounts payable 183.1 158.1
Accrued expenses 220.8 233.8
Income taxes 34.5 31.2
----- -----
Total current liabilities 444.3 432.1
Long-term debt, less current
maturities 329.5 428.6
Accrued postretirement and
postemployment obligations 141.5 146.9
Other liabilities 24.7 27.5
----- -----
Total long-term liabilities 495.7 603.0
Shareholders' equity:
Common stock: authorized 150.0
shares; issued 64.4 shares at
June 30, 1996 and 64.3 shares
at December 31, 1995 78.0 77.9
Additional paid-in capital 309.8 304.2
Retained earnings 616.1 582.9
Cumulative translation adjustments (3.0) (3.9)
Common stock in treasury, at cost:
14.7 shares at June 30, 1996 and
15.0 shares at December 31, 1995 (375.6) (383.0)
----- -----
Total shareholders' equity 625.3 578.1
----- -----
$1,565.3 $1,613.2
======== ========
See accompanying notes to financial statements.
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Cash Flow
(In millions)
(Unaudited)
Six Months Ended
June 30,
1996 1995
CASH FLOW FROM OPERATING ACTIVITIES:
Earnings from continuing operations $57.0 $52.6
Adjustments to reconcile earnings
to net cash from operating
activities:
Gain on disposition (20.8) --
Non-cash charges 19.7 --
Deferred taxes 15.7 4.0
Depreciation and amortization 34.9 29.6
Pension credits (4.8) (5.0)
Other, net 5.9 4.7
Changes in working capital (19.2) (48.5)
----- -----
Net cash from operating activities 88.4 37.4
----- -----
CASH FLOW FROM INVESTING ACTIVITIES:
Divestitures 71.6 2.7
Acquisitions, net of cash acquired -- (182.2)
Capital expenditures (28.6) (24.2)
Other, net 0.6 (0.8)
----- -----
Net cash from investing activities 43.6 (204.5)
----- -----
CASH FLOW FROM FINANCING ACTIVITIES:
Net change in short and long-term
borrowings (102.2) 203.6
Dividends paid (23.9) (22.7)
Proceeds from shares sold to employees 8.0 11.4
Shares repurchased (0.9) (9.9)
----- -----
Net cash from financing activities (119.0) 182.4
----- -----
Net change in cash and cash equivalents 13.0 15.3
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 1.0 0.3
----- -----
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $14.0 $15.6
===== =====
See accompanying notes to financial statements.
GENERAL SIGNAL CORPORATION AND CONSOLIATED SUBSIDIARIES
Notes to Financial Statements
(Unaudited)
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 1995 Annual Report on Form 10-K.
2. Inventories June 30, December 31,
1996 1995
(in millions)
Finished goods $78.7 $73.9
Work in progress 65.8 66.5
Raw material and purchased parts 122.9 117.6
----- -----
Total FIFO cost 267.4 258.0
Excess of FIFO cost over LIFO
inventory value (22.2) (23.3)
----- -----
Net carrying value $245.2 $234.7
====== =====
3. Business Segment Information Three Months Ended June 30,
1996 1995
Net sales: (in millions)
Process Controls $188.8 $186.3
Electrical Controls 234.7 169.9
Industrial Technology 91.5 90.1
----- -----
$515.0 $446.3
===== =====
Operating earnings:
Process Controls $27.6 $26.0
Electrical Controls 23.9 7.6(a)
Industrial Technology 15.7 14.7
----- -----
Total operating earnings before
unallocated expenses and interest 67.2 48.3
Net interest expense (5.6) (5.1)
Unallocated expenses (8.9) (5.4)
----- -----
Earnings before income taxes $52.7 $37.8
===== =====
(a) Includes a $7.4 charge primarily for severance and other consolidation
costsrelated to the combination of General Signal and Best Power locations.
3. Business Segment Information Six Months Ended June 30,
(continued) 1996 1995
(in millions)
Net sales:
Process Controls $361.9 $361.9
Electrical Controls 457.3 330.0
Industrial Technology 177.5 188.5
----- -----
$996.7 $880.4
====== ======
Operating earnings:
Process Controls $66.1(a) $48.1
Electrical Controls 34.4(b) 20.1(d)
Industrial Technology 22.9(c) 31.1
----- -----
Total operating earnings before
unallocated expenses and
interest 123.4 99.3
Net interest expense (12.4) (9.6)
Unallocated expenses (16.0) (8.8)
----- -----
Earnings before income taxes $95.0 $80.9
===== =====
(a) Includes $20.8 of gain on disposition of Kinney Vacuum and a charge
for product warranty costs.
(b) Includes $11.1 charge related to plant closure costs,
asset valuations and environmental costs.
(c) Includes $4.6 charge for asset valuations.
(d) Includes $7.4 charge primarily for severance and other
consolidation costs related to the combination of General
Signal and Best Power locations.
4. Property, Plant and Equipment June 30, December 31,
1996 1995
Property, plant and equipment, (in millions)
at cost $714.1 $717.8
Accumulated depreciation and
amortization (408.6) (405.1)
----- -----
Property, plant and equipment, net $305.5 $312.7
===== =====
5. Supplemental Information-Statement of Cash Flow
Six Months Ended
June 30,
1996 1995
Cash paid (received) for:
(in millions)
Interest $14.3 $8.3
===== =====
Income taxes $18.2 $3.3
===== =====
Liabilities assumed in conjunction
with acquisitions:
Fair value of assets acquired $ - $234.4
Cash paid - (190.0)
----- -----
$ - $44.4
===== =====
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, except per share data)
Results of Operations - Second Quarter 1996 Compared With Second Quarter 1995
The amounts in the table below were derived from the Consolidated Financial
Statements.
In order to facilitate a more meaningful comparison of second quarter results,
the amounts in the following table and discussion exclude the $7.4 Best Power
transaction and consolidation charge recorded in the second quarter of 1995.
1996 1995
Reported Adjusted(1) Change
Net sales $515.0 $446.3 15.4%
Gross profit 157.7 132.5 19.0%
Margin 30.6% 29.7%
Selling general and
administrative expenses 99.4 82.2 20.9%
Percent of Sales 19.3% 18.4%
Operating earnings 58.3 50.3 15.9%
Interest expense, net5.65.19.8%
Earnings from continuing
operations 31.6 29.4 7.5%
Earnings per share from
continuing operations $0.64 $0.60 6.7%
(1) Excludes transaction and consolidation charges related to the
acquisition of Best Power.
Net sales: Acquisitions of Best Power Technology Inc. ("Best Power")
and MagneTek Electric Inc. ("Waukesha Electric") in June and July of 1995,
respectively, contributed approximately 80 percent of
the 15.4 percent increase in 1996 sales over 1995. Mixers, electrical
fittings and pump products also contributed significantly to the increased
volume. International sales in 1996 totaled approximately 22 percent of
the company's net sales. Export sales increased approximately 13 percent
and foreign sales increased approximately 9 percent, primarily reflecting
the European sales of Best Power.
Process Control sector sales increased 1.3 percent to $188.8 from
increased domestic shipments of pumps and foreign shipments of mixers.
This increase was partially offset by the disposition of Kinney Vacuum
which generated revenues of $6.6 in the second quarter of 1995.
Sales in the Electrical Controls sector increased 38.1 percent to $234.7,
primarily due to addition of Best Power and Waukesha Electric. Higher
demand for electrical fittings also contributed to the increase.
Industrial Technology sector sales increased 1.6 percent to $91.5 due to
strong order activity for telecommunication and OEM automotive products.
This increase was partially offset by the completion of large farebox
contracts and automotive recall programs in 1995.
Gross profit: Gross profit as a percentage of sales improved from 29.7
percent to 30.6 percent. Higher margins at Best Power, as well as improved
cost structures at several operating units, were the primary reasons for
the improvement. Margin improvements were strongest for mixers, electrical
fittings, OEM automotive and coal feeder products. Gross profits in 1995
included $0.9 of LIFO reserve liquidations.
Selling, general and administrative expenses: Selling, general and
administrative expenses as a percentage of sales increased from 18.4
percent to 19.3 percent primarily due to the acquisition of Best Power
which carries a higher rate of operating expenses, as well as lower credits
in connection with the settlement of insured matters. Included in selling,
general and administrative expenses were pension credits of $2.1 in 1996
and $2.8 in 1995.
Operating earnings: Operating earnings for the Process Controls sector
increased 6.2 percent to $27.6. Stronger sales of pumps and higher margin
mixer products were partially offset by lower earnings due to the sale of
Kinney and lower margin sales of laboratory equipment.
Electrical Controls sector operating earnings increased 59.3 percent to
$23.9, with higher margins of fittings products contributing significantly
to the improvement along with the 1995 acquisitions of Best Power and
Waukesha Electric.
The Industrial Technology sector operating earnings increased 6.8 percent
to $15.7 primarily as a result of higher sales volume, particularly in OEM
automotive product markets.
Unallocated expenses increased from $5.4 in the second quarter of 1995 to
$8.9 in the same period in 1996 due primarily to $2.9 of accrual
adjustments recorded in 1995. These adjustments related to the
semiconductor equipment operations, environmental reserves and other
accruals. Unallocated expenses also increased due to professional fees
incurred in connection with legal settlements, higher compensation costs
and other increases in corporate activities. 1996 unallocated expenses
were positively impacted by the collection of a $1.3 previously written off
receivable.
Interest expense: Net interest expense increased 9.8 percent to $5.6 due
to higher average debt levels resulting from the acquisitions of Best Power
and Waukesha Electric, partially offset by lower average interest rates.
Earnings from continuing operations were $31.6 or $0.64 per share in 1996
compared to $29.4 or $0.60 per share in 1995. The company's effective tax
rate is 40.0 percent in 1996 compared to 35.0 percent in the second quarter
of 1995. The increase in effective tax rate was due to an increase in
non-deductible goodwill, and deferred tax valuation allowance reductions
recorded in the prior year.
Results of Operations - First Half 1996 Compared With First Half 1995
The amounts in the table below were derived from the Consolidated
Financial Statements.
1996 1995
Reported Reported Change
Net sales $996.7 $880.4 13.2%
Gross profit 288.0 257.8 11.7%
Selling, general and
administrative expenses 201.4 159.9 26.0%
Operating earnings 107.4 90.5 18.7%
Interest expense, net 12.4 9.6 29.2%
Earnings from continuing
operations 57.0 52.6 8.4%
Earnings per share from
continuing operations 1.15 1.07 7.5%
Earnings per share from
discontinued operations -- (1.01)
Net earnings per share $1.15 $0.06 >100%
During the first six months of 1996 and 1995, the company included the
following items in reported net earnings. To facilitate a more meaningful
discussion of results of operations, these items are excluded from the
discussion of comparative results of operations.
Gain on disposition: In January 1996, the company sold Kinney Vacuum
Company ("Kinney"), a unit of the Process Controls sector, for approximately
$29.0 and recognized a pre-tax gain of approximately $21.0. Included in
the gain was a LIFO liquidation of approximately $1.1 and transaction
costs of approximately $0.5.
Product warranty: In March 1996, the company decided to correct defects in
certain Process Control products that were sold in prior years and have
warranty periods that have expired. The company provided $4.0 to cover
the cost of needed repairs. Management believes that this plan will help
the company meet the expectations of its customers. It is anticipated that
the amount accrued will be expended in 1996.
Capitalized software: Based on an assessment made during the first
quarter of 1996 of future market potential, the company wrote off $4.6 of
capitalized software for a product in the Industrial Technology sector.
Factory closure and other: As part of the company's ongoing review of
facilities, product lines and operations, the company decided, in March 1996,
to close a factory in the Electrical Controls sector and provided $4.7
primarily for lease termination costs, asset write-downs and severance
costs. Management anticipates that the closure of this factory will result
in lower costs in the future from improved productivity.
Also in connection with this review, the company identified property,
plant and equipment that will not be utilized in future operations and,
therefore, recorded a $4.4 charge to write the assets off.
Environmental: During the first quarter of 1996, the company changed its
estimate of costs to be incurred related to environmental matters at one of
its Electrical Controls sector facilities. The additional accrual of $2.0
was based on additional information received about the method and extent of
remediation required.
Transaction and consolidation charge: On June 14, 1995, the company
completed a cash tender offer for Best Power. In connection therewith,
the company recorded a $7.4 charge primarily for severance and other
consolidation costs relating to the combination of General Signal and
Best Power locations.
Discontinued operations: The company adopted a plan to sell Leeds &
Northrup Company ("L&N") in November 1994. During the second quarter of
1995, the company recorded net losses of $49.6 million ($1.01 per share)
in connection with the divestiture of L&N.
The following table summarizes results of operations of the first
six months of 1996 and 1995 excluding the items discussed above.
1996 1995
Adjusted(1) Adjusted(2) Change
Net sales $996.7 $880.4 13.2%
Gross profit 301.0 257.8 16.8%
Margin 30.2% 29.3%
Selling, general and
administrative expenses 194.7 159.9 21.8%
Percent of Sales 19.5% 18.2%
Operating earnings 106.3 97.9 8.6%
Interest expense, net 12.4 9.6 29.2%
Earnings from continuing
operations 56.3 57.4 (1.9%)
Earnings per share from
continuing operations $1.14 $1.17 (2.6%)
(1) Excludes gain on sale of Kinney, product warranty costs, write-offs of
capitalized software and other assets, factory closure costs and
environmental charges.
(2) Excludes transaction and consoliation charges related to the
acquisition of Best Power.
Net Sales: Sales improved 13.2 percent over 1995 levels due
primarily to the acquisitions of Best Power and Waukesha Electric
in 1995. International sales in 1996 totaled approximately 22 percent
of the company's net sales. Export sales increased approximately 9
percent and foreign sales increased approximately 22 percent, primarily
reflecting the European sales of Best Power.
Process Control sector sales improved 3.7 percent to $361.9 after
excluding the impact of the disposition of Kinney Vacuum, which had
sales of $12.9 during the first half of 1995. The higher sales came
principally from increased shipments of pumps, mixers and crystal growing
furnaces.
Sales in the Electrical Controls sector increased 38.6 percent to $457.3,
substantially all of which was due to the addition of Best Power and
Waukesha Electric. Stronger demand for life safety products and
electrical fittings also contributed to the improvement.
Industrial Technology sector sales decreased 5.8 percent to $177.5.
The completion of the U.S. Postal Service stamp vending machine contract,
other large farebox contracts and several automotive recall programs in the
first half of 1995 were the primary reasons for the decline.
Gross profit: Gross profit as a percentage of sales improved from 29.3
percent to 30.2 percent. Higher margins at Best Power, in relation to
other General Signal units, as well as improved cost structures at several
operating units were the primary reasons for the improvement. Margin
improvements were strongest for mixer, coal feeder, and electrical
fitting products. Gross profit in 1995 included $0.9 of LIFO reserve
liquidations.
Selling, general and administrative expenses: Selling, general and
administrative expenses as a percentage of sales increased from 18.2
percent to 19.5 percent primarily due to the acquisition of Best Power,
which carries higher operating expenses-to-sales, as well as lower credits
in connection with the settlement of insured matters and accrual
adjustments. Included in selling, general and administrative expenses
were pension credits of $4.8 in 1996 and $5.0 in 1995.
Operating earnings: Operating earnings for the Process Controls sector
increased 2.5 percent to $49.3. Higher margin jobs in the mixer business
contributed to the improvement, along with stronger sales of pumps and
crystal growing furnaces. Offsetting these improvements were lower
earnings due to the sale of Kinney, and lower margins for laboratory
products.
Electrical Controls sector operating earnings increased 65.5 percent to
$45.5 due primarily to the 1995 acquisitions of Best Power and Waukesha
Electric. Improved productivity in the fittings business also contributed
to the improvement but was partially offset by lower volume in the motors
business.
The Industrial Technology sector operating earnings decreased 11.6
percent to $27.5 primarily as a result of lower sales volume.
During 1996, the settlement of insured matters increased the earnings
of Process Controls and Electrical Controls by $0.7 and $1.3,
respectively. 1996 unallocated expenses also were positively
impacted by the collection of a $1.3 previously written off receivable.
During 1995, cash settlements (primarily for royalty and insured matters)
increased the earnings of Electrical Controls by $1.8 and Industrial
Technology by $2.0, and reduced unallocated expenses by $1.9. 1995
unallocated expenses were also positively impacted by $2.9 of accrual
adjustments related to the semiconductor equipment operations,
environmental reserves and other accruals.
Unallocated expenses increased from $8.8 in the first half of 1995 to
$16.0 in the same period in 1996. The difference is due to the items
disclosed in the preceding paragraph, professional fees incurred in
connection with legal settlements, along with increases in compensation
expense and other corporate activities.
Interest expense: Net interest expense increased 29.2 percent to
$12.4 due to higher average debt levels resulting from the acquisitions
of Best Power and Waukesha Electric, partially offset by lower average
interest rates.
Earnings from continuing operations were $56.3 or $1.14 per share
in 1996 compared to $57.4 or $1.17 per share in 1995. The company's
effective tax rate is 40.0 percent in 1996 compared to 35.0 percent in
the first half of 1995. The increased tax rate is due to an increase in
non-deductible goodwill and reductions in the deferred tax valuation
allowance recorded in the prior year.
Financial Condition-June 30, 1996 Compared to December 31, 1995
The following information was derived from the condensed statement of
cash flow. It summarizes the cash flow activity for the first half of
1996 compared to the first half of 1995.
1996 1995
Cash flow from continuing operations $106.7 $81.3
Expenditures for previously
divested operations (18.3) (33.2)
Cash flow from operating activities 88.4 37.4
Acquisitions, primarily Best Power - - (182.2)
Disposition of discontinued operations and
Kinney Vacuum 71.6 2.7
Capital expenditures (28.6) (24.2)
Cash flow from investing activities 43.6 (204.5)
Debt repayments, net of borrowings (102.2) 203.6
Dividends (23.9) (22.7)
Cash flow from financing activities $(119.0) $182.4
Cash flow from continuing operations improved primarily from higher earnings,
after adjustment for non-cash items, and improved working capital management.
Long-term debt-to-total capitalization was 34.5 percent at June 30, 1996
reduced from 42.6 percent at year-end, reflecting the use of proceeds
generated from dispositions and higher cash from operations to pay down
debt. The company is well positioned to finance future working capital
requirements and capital expenditures through current earnings and
available credit facilities.
At June 30, 1996, the company had deferred tax assets of $293.8 that were
reduced by deferred tax liabilities of $193.2 and a valuation allowance of
$33.6. The valuation allowance is based on management's assessment that it
is 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, $1.0 of such benefits would reduce goodwill.
Other Matters
Since the company is a producer of capital goods and equipment, its
results can vary with the relative strength of the economy. Demand for
products in the Process Controls sector follows the demand for capital
goods orders. The Electrical Controls sector depends upon several
markets, principally the nonresidential 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.
Forward-looking Statements: The company may from time to time make
projections concerning future operations and earnings. The company's
forward-looking statements are based on the company's current
expectations, which are subject to a number of risks and uncertainties
that could materially affect or reduce such operations and earnings. In
addition to the general factors identified in "Other Matters" above, the
primary factors that could specifically affect the company's expectations
include the failure of: (1) a continuation of the increased order rate
experienced in the first half, (2) productivity improvements meeting or
exceeding budget, and (3) new products under development being produced
and accepted as anticipated.
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 April 15, 1996 related to issuance of medium-term notes.
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: July 23, 1996
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,
1996 1995 1994 1993 1992 1991
Earnings:
Earnings from continuing
operations before income
taxes and extraordinary
items $95.0 $156.4 $160.3 $139.1 $9.5 $97.4
Add: fixed charges 16.6 34.7 20.2 22.6 35.3 39.3
-----------------------------------------------
$111.6 $191.1 $180.5 $161.7 $44.8 $136.7
Fixed charges:
Interest expense (gross) $13.2 $27.7 $14.4 $18.0 $28.6 $31.8
One-third of rent expense 3.4 7.0 5.8 4.6 6.7 7.5
------------------------------------------------
$16.6 $34.7 $20.2 $22.6 $35.3 $39.3
-----------------------------------------------
Ratio 6.72 5.51 8.94 7.15 1.27 3.48
===============================================
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