SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarterly Period Ended September 29, 1996
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________________
to _________________________
Commission File Number 0-17873
GIDDINGS & LEWIS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1643189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
142 Doty Street, Fond du Lac, Wisconsin 54935
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 921-9400
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock Outstanding as of September 29, 1996: 33,127,855 shares
<PAGE>
GIDDINGS & LEWIS, INC.
Form 10-Q Index
For Quarter Ended September 29, 1996
Page
PART I. Financial Information
Item 1. Condensed Consolidated Statements of Income 3
Condensed Consolidated Statements of Cash Flow 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statement of Changes
in Shareholders' Equity 6
Notes to Condensed Consolidated Financial
Statements 7-9
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 10-14
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Exhibit Index 17
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Share and Per Share Data)
(Unaudited)
Three months ended Nine months ended
Sept. 29, Oct. 1, Sept. 29, Oct. 1,
1996 1995 1996 1995
Net Sales $ 185,794 $ 195,921 $ 577,860 $ 521,622
Costs and expenses:
Cost of sales 150,770 153,663 457,193 409,860
Selling, general and
administrative
expenses 18,628 18,601 59,443 48,749
Depreciation and
amortization 5,569 5,867 16,626 15,226
-------- ------- ------- -------
Total operating expenses 174,967 178,131 533,262 473,835
-------- ------- ------- -------
Operating income 10,827 17,790 44,598 47,787
Interest expense, net 2,424 3,399 7,104 6,415
Other (income)/expense (79) 253 (499) 115
-------- -------- ------- -------
Income before provision
for income taxes 8,482 14,138 37,993 41,257
Provision for income
taxes 2,885 5,595 12,701 16,299
-------- -------- ------- -------
Net income $ 5,597 $ 8,543 $ 25,292 $ 24,958
======== ======== ======= =======
Per common share amounts:
Net income $ 0.17 $ 0.25 $ 0.74 $ 0.73
======= ======== ======= =======
Dividends declared $ 0.03 $ 0.03 $ 0.09 $ 0.09
======= ======== ======= =======
Average number of
common shares
outstanding 33,846,084 34,409,742 34,330,207 34,390,048
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(In Thousands-Unaudited)
Three months ended Nine months ended
Sept. 29, Oct. 1, Sept. 29, Oct. 1,
1996 1995 1996 1995
Operating activities:
Net income $ 5,597 $ 8,543 $ 25,292 $ 24,958
Adjustments to reconcile
net income to net cash
provided (used) by
operating activities:
Depreciation and
amortization 5,569 5,867 16,626 15,226
Net changes in working
capital items, net of
the effects of the
acquisition of Fadal
Engineering Company,
Inc. 2,422 (1,619) 2,322 (41,947)
Other (7,330) (7,719) (1,086) (8,701)
------- ------- ------- --------
Net cash provided (used) by
operating activities 6,258 5,072 43,154 (10,464)
------- ------- ------- --------
Investing activities:
Purchase of Fadal
Engineering Company,
Inc. - - 331 (179,579)
Additions to property,
plant and equipment (6,803) (3,907) (16,161) (11,194)
Other (135) (901) 407 347
------- ------- ------- --------
Net cash used by investing
activities (6,938) (4,808) (15,423) (190,426)
------- ------- ------- --------
Financing activities:
Proceeds from draws on
lines of credit 54,970 41,000 128,437 320,938
Repayments under lines
of credit (33,000) (137,168) (128,000) (233,168)
Proceeds from sale of
debt securities - 100,000 - 100,000
Payment for debt issue
costs - (1,151) - (1,151)
Payment for repurchase
of stock (18,639) - (18,639) -
Proceeds from stock
options exercised - - 304 -
Cash dividends (994) (1,033) (3,070) (3,097)
Payment for redemption
of preferred share
purchase rights - (172) - (172)
------- ------- -------- -------
Net cash provided (used)
by financing activities 2,337 1,476 (20,968) 183,350
------- ------- -------- -------
Effect of exchange rate
changes on cash (275) 165 (218) 323
------- ------- -------- -------
Net increase (decrease) in
cash and cash equivalents 1,382 1,905 6,545 (17,217)
Cash and cash equivalents -
beginning of period 19,379 4,950 14,216 24,072
------- ------- ------- -------
Cash and cash equivalents -
end of period $ 20,761 $ 6,855 $ 20,761 $ 6,855
======= ======= ======= =======
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands-Unaudited)
September 29, December 31,
1996 1995
ASSETS
Current assets:
Cash and cash equivalents $ 20,761 $ 14,216
Accounts receivable 322,781 350,593
Inventories 113,480 102,281
Deferred income taxes 4,776 4,776
Other current assets 4,891 5,921
------- -------
Total current assets 466,689 477,787
Fixed assets - net 115,928 111,382
Costs in excess of net acquired assets
and other intangible assets 185,789 192,522
Deferred income taxes 19,504 19,700
Other assets 12,884 16,200
------- -------
TOTAL ASSETS $800,794 $817,591
======= =======
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 37,430 $ 36,763
Accounts payable 34,450 67,676
Accrued expenses and other liabilities 95,894 77,888
------- -------
Total current liabilities 167,774 182,327
Long-term debt 100,000 100,000
Long-term employee benefits and other
long-term liabilities 36,411 42,723
-------- --------
Total liabilities 304,185 325,050
Contingencies - -
Shareholders' equity:
Common stock 3,462 3,442
Capital in excess of par 329,574 326,608
Retained earnings 183,005 160,783
Cumulative translation adjustment 3,710 4,223
-------- --------
519,751 495,056
Less:
Treasury Stock (18,639) -
Unamortized compensation
expense (4,503) (2,515)
-------- --------
Total shareholders'
equity 496,609 492,541
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $800,794 $817,591
======== ========
<PAGE>
<TABLE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 29, 1996
(In Thousands, Except Share Amounts)
(Unaudited)
<CAPTION>
Capital in Treasury Cumul. Unamor. Total
Common Stock Excess of Shares Retained Transl. Comp. Shareholders'
Shares Amount Par Purchased Earnings Adj. Expense Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1995 34,422,043 $3,442 $326,608 $ 0 $160,783 $4,223 ($2,515) $492,541
Net stock award and
options 200,812 20 2,849 (2,808) 61
Tax benefit related to
vesting of restricted
stock 117 117
Net income 25,292 25,292
Amortization of
compensation expense 820 820
Cash dividends (3,070) (3,070)
Translation adjustment (513) (513)
Other 0 0 0 (18,639) 0 0 0 (18,639)
---------- ------ -------- -------- -------- ------ ------- --------
Balance,
September 29, 1996 34,622,855 $3,462 $329,574 ($18,639) $183,005 $3,710 ($4,503) $496,609
========= ====== ======== ======== ======== ====== ======= ========
</TABLE>
See accompanying notes.
<PAGE>
GIDDINGS & LEWIS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 29, 1996
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Due to the nature of a substantial portion of the
Company's business (i.e., long-term and complex contracts),
significant adjustments are sometimes required to reflect experience
and other factors. Such adjustments are recorded as changes in
estimates as part of the percentage-of-completion accounting in the
period they become known. Operating results for the nine-month period
ended September 29, 1996 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1996. For
further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and Management's
Discussion and Analysis of Results of Operations and Financial
Condition included herein.
The Company is organized into four major operating groups: Automation
Technology, Integrated Automation, Automation Measurement and Control,
and European Operations. The Automation Technology Group is
responsible for the manufacture of cellular and flexible manufacturing
systems, automated standalone machine tools, and machining centers,
tooling, fixtures, castings and remanufacturing. The Integrated
Automation Group produces flexible transfer lines, flexible machining
systems, and assembly automation systems. Programmable industrial
computers, servo systems, controls, and measurement products are
offered by the Automation Measurement and Control Group. The European
Operations Group offers most of the Company's product lines through
its sales, engineering, manufacturing, and service facilities in
England and Germany.
2. Inventories
September 29, December 31,
1996 1995
(in thousands)
Raw materials $ 55,713 $ 52,694
Work-in-process 40,656 38,038
Finished goods 17,111 11,549
-------- --------
$ 113,480 $ 102,281
======== ========
3. Contingencies
The Company is involved in various environmental matters, including
matters in which the Company and certain of its subsidiaries or
alleged predecessors have been named as potentially responsible
parties under the Comprehensive Environmental Response Compensation
and Liability Act (CERCLA). These matters include a soil and water
contamination matter at the Company's former West Allis, Wisconsin
facility. In 1992, the Company was notified by the Wisconsin
Department of Natural Resources (WDNR) of contamination at the West
Allis site. In 1994, the Company sold most of the site, including
the manufacturing facility. The Company has completed the WDNR
approved clean-up plan on the nine acre portion of the site that was
not sold. It is currently monitoring groundwater conditions at the
site to gather data to support an eventual closure request to the
WDNR.
The Company has established accruals ($9.3 million and $10.0 million
at September 29, 1996 and December 31, 1995, respectively) for all
environmental contingencies of which management is currently aware in
accordance with generally accepted accounting principles. In
establishing these accruals, management considered (a) reports of
environmental consultants retained by the Company, (b) the costs
incurred to date by the Company at sites where clean-up is presently
ongoing and the estimated costs to complete the necessary remediation
work remaining at such sites, (c) the financial solvency, where
appropriate, of other parties that have been responsible for
effecting remediation at specified sites, and (d) the experience of
other parties who have been involved in the remediation of comparable
sites. The accruals recorded by the Company with respect to
environmental matters have not been reduced by potential insurance or
other recoveries and are not discounted. Although the Company has
and will continue to pursue such claims against insurance carriers
and other responsible parties, future potential recoveries remain
uncertain and, therefore, were not recorded. Based on the foregoing
and given current information, management believes that future costs
in excess of the amounts accrued on all presently known and
quantifiable environmental contingencies will not be material to the
Company's financial position or results of operations.
In another matter, a Michigan Department of Environmental Quality
investigation into alleged environmental violations at the Company's
Menominee, Michigan facility has resulted in the November 1994
issuance of a criminal complaint against the Company and two of its
employees. The complaints, which are pending in Menominee County,
Michigan district and circuit courts, generally focus on alleged
releases of hazardous substances and the alleged illegal treatment
and disposal of hazardous wastes. Two civil lawsuits are also
pending which seek unspecified damages based on allegations of
improper disposal and emissions at this facility. The Company is
vigorously defending itself against all charges and allegations.
Information presently available to the Company does not enable it to
reasonably estimate potential civil or criminal penalties, or
remediation costs, if any, related to these matters.
The Company is also involved in other litigation and proceedings,
including product liability claims. In the case of product
liability, the Company is partially self-insured and has accrued for
all claim exposure for which a loss is probable and reasonably
estimable. Based on current information, management believes that
future costs in excess of the amounts accrued for all existing
litigation will not be material to the Company's financial position
or results of operations.
4. Stock Repurchase Program
On July 18, 1996, the Company announced that the Board of Directors
had authorized management to repurchase up to 10% of Company's
outstanding common stock. Such repurchases are expected to be made
principally through open market transactions from time to time as the
share price and market conditions warrant. The Company intends to
fund any such repurchases with cash from operations and additional
short-term borrowings. As of September 29, 1996, the Company had
repurchased 1,495,000 shares at an aggregate purchase price of $18.6
million.
<PAGE>
GIDDINGS & LEWIS, INC.
Management's Discussion and Analysis of Results of Operations
and Financial Condition
Results of Operations for the First Nine Months
of 1996 Compared to 1995
The following table sets forth the Company's bookings by operating group
in the period and consolidated backlog at period-end on a quarterly basis
for the period July 3, 1995 through September 29, 1996.
<TABLE>
<CAPTION>
Oct. 1, Dec. 31, March 31, June 30, Sept. 29,
1995 1995 1996 1996 1996
(In Thousands)
<S> <C> <C> <C> <C> <C>
Operating
group:
Automation
Technology $ 83,534 $ 75,782 $ 85,581 $ 66,088 $ 68,864
Integrated
Automation 39,091 (17,956) 35,365 49,040 24,237
European
Operations 24,470 79,699 35,848 15,425 42,693
Automation
Measurement
and Control 14,698 16,436 15,615 15,640 15,338
-------- -------- -------- -------- --------
Consolidated
bookings $161,793 $153,961 $172,409 $146,193 $151,132
======== ======== ======== ======== ========
Consolidated
backlog $442,507 $388,156 $365,953 $305,989 $272,379
======== ======== ======== ======== ========
</TABLE>
Bookings in the first nine months of 1996 were $469.7 million compared to
bookings in the first nine months of 1995 of $509.6 million. Automation
Technology bookings of $220.5 million in the first nine months of 1996
increased 9.3% from $201.8 million in the comparable period of 1995
primarily as a result of bookings attributable to Fadal Engineering Co.,
Inc. (Fadal), which was acquired in April 1995. The increase attributable
to Fadal was partially off-set by a decline in bookings for horizontal
machining centers. Integrated Automation bookings in the first nine
months totaled $108.6 million, a 44.4 % decrease from the year earlier
period of $195.4 million. The decrease in Integrated Automation bookings
was principally due to softness in demand for the Company's products in
1996 from its large automotive customers and the timing of order placement
in 1995. The domestic automotive sector and its suppliers continue to be
a major source for new orders for this group. European Operations
bookings increased 55.0% from $60.6 million in the first nine months of
1995 to $94.0 million in the first nine months of 1996. Orders from the
European automobile manufacturers were the significant contributor to the
1996 increase. Automation Measurement and Control bookings of $46.6
million for the first nine months of 1996 decreased 10.1% from the
comparable 1995 period bookings of $51.8 million. Much of this decrease
was the result of a reduction in orders from the domestic automotive
industry as compared with the first nine months of 1995.
Bookings in the third quarter of 1996 were $151.1 million compared to
bookings in the third quarter of 1995 of $161.8 million. Automation
Technology bookings were $68.9 million in the third quarter of 1996, a
decrease of 17.6% from $83.5 million in the third quarter of 1995. This
decline was caused primarily by a softness in demand for machining centers
which the Company expects will continue at least into the fourth quarter
of 1996. Integrated Automation bookings of $24.2 million in the third
quarter of 1996 decreased 38.0% from $39.1 million in the third quarter of
1995 due to some softness in demand for the Company's metalcutting
equipment. European Operations bookings increased 74.5% from $24.5
million in the third quarter 1995 to $42.7 million in the third quarter of
1996 due primarily to the timing of order placement. Automation
Measurement and Control bookings of $15.3 million for the third quarter of
1996 increased 4.4% from $14.7 million in the third quarter of 1995 due to
an increase in demand for controls products.
Consolidated net sales in the first nine months of 1996 totaled $577.9
million compared to $521.6 million in the year earlier period. The
increase in net sales was primarily related to the inclusion of Fadal for
the full nine-month period in 1996. Net sales for Automation Technology
of $255.0 million increased 25.7% from $202.9 million in the year
earlier period due to the addition of Fadal for the full year. Integrated
Automation net sales of $183.6 million decreased 8.8% from $201.2 million.
European Operations sales in the first nine months of 1996 were $92.3
million, an increase of 44.7% from $63.7 million in the year earlier
period. Automation Measurement and Control net sales decreased 12.6% to
$47.0 million in the 1996 period compared to $53.8 million in the 1995
period.
Consolidated net sales decreased from $195.9 million in the third quarter
of 1995 to $185.8 million in the third quarter of 1996. In the third
quarter of 1996, Automation Technology net sales totaled $72.7 million
compared to $91.9 million in the year earlier period with the decrease
resulting from softness in demand for machining centers. Integrated
Automation net sales of $65.9 million in the third quarter of 1996
decreased from $66.8 million in the comparable 1995 period. European
Operations net sales in the third quarter of 1996 were $33.6 million, a
74.0% increase from 1995 third quarter net sales of $19.3 million
primarily due to the strong bookings in the fourth quarter of 1995. Net
sales for the Automation Measurement and Control group were $13.6 million
in the third quarter of 1996 compared to $17.9 million in the year earlier
period. The decline in net sales was due to lower sales of measurement
products.
The consolidated gross margin percentage (before depreciation and
amortization) for the first nine months and the third quarter of 1996 was
20.9% and 18.9%, respectively, as compared to 21.4% and 21.6% for the
comparable 1995 periods. The decrease in the gross margin percentage in
the third quarter of 1996 was primarily due to excess program costs on
certain contracts related to new technology at Integrated Automation and a
decline in sales of higher margin machining centers. The Company
currently expects the softness in demand for machining centers to
adversely impact margins in the fourth quarter of 1996.
Selling, general, and administrative expenses (before depreciation and
amortization) increased as a percentage of sales to 10.3% in the first
nine months of 1996 from 9.3% in the year earlier period, and to 10.0% for
the third quarter of 1996 from 9.5% in the third quarter of 1995. The
first nine months of 1995 included the favorable settlement associated
with the successful defense of a patent infringement suit.
Net interest expense for the first nine months and third quarter of 1996
of $7.1 million and $2.4 million, respectively, changed from $6.4
million and $3.4 million, respectively, in the comparable 1995 periods.
The increase in net interest expense for the first nine months of 1996 is
mainly attributable to increased borrowings resulting from the acquisition
of Fadal.
The provision for income taxes of $12.7 million and $2.9 million for the
first nine months and third quarter of 1996, respectively, is based on the
estimated annual effective tax rate of 38% for 1996 which includes the
one-time tax benefit in the first quarter of 1996 relating to the initial
implementation of tax-planning strategies to capture the benefit of
foreign losses. The Company's effective tax rate for the first nine
months of 1996 was to 33.4% as compared to 39.5% for the year earlier
period.
The Company is working aggressively with a customer to resolve outstanding
issues on two Integrated Automation contracts involving new technology.
The Company and the customer are working together to find alternative uses
for the equipment. These contracts have a total sales value of
approximately $20 million.
The Company is also working closely with another customer to finalize
the engineering issues necessary to gain final customer acceptance on two
other Integrated Automation contracts involving new technology which was
developed at the customer's request. Acceptance will likely involve
additional expenditures on the part of the Company. These contracts have
a total sales value of approximately $108 million.
The Company has accrued for the estimated minimum costs to be incurred
with respect to these issues. However, as more information becomes
available in the fourth quarter, the Company may incur additional charges
to earnings to recognize costs associated with resolving the outstanding
issues on these contracts and also to recognize all costs associated with
the restructuring of this business as described below. The magnitude of
these additional charges, which may be significant, will depend on the
outcome of the negotiations and is not estimable at this time.
To address these issues, the Company has underway significant initiatives
to restructure the Integrated Automation business, including re-
engineering the Company's cost estimating and proposal process. In
November 1996 the Company announced a reduction in force at the Integrated
Automation (Fraser) facility. Expenses for severance and termination
costs as well as other restructuring costs are also expected to be charged
to fourth quarter earnings.
The foregoing discussion of the Company's results of operations contains
material forward-looking statements intended to qualify for the safe
harbors from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be generally
identified as such because the context of the statement includes words
such as the Company "expects", "could face" or other words of similar
import. Similarly, statements that describe the Company's future plans or
actions are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which could
cause actual results or outcomes to differ materially from those currently
anticipated. Factors potentially affecting these forward-looking
statements include an increase or decrease from expected levels of orders
booked, the ability of the Company to achieve cost reduction targets and
the ability of the Company to obtain customer acceptance of Integrated
Automation programs currently pending. A substantial portion of the
Company's products are sold under long-term, fixed price contracts with
exacting performance specifications. Such contracts entail the risk of
cost overruns and other exposures (including possible consequential
damages) for the Company in the event the Company fails to perform under
these contracts. The forward-looking statements are qualified by
reference to this risk. The forward-looking statements are also premised
on no significant change in the competitive environment, no significant
variation in materials prices and no changes in general economic
conditions that would further impact order activity for machine tools.
The Company can give no assurance that no further adverse events impacting
the forward looking statements will occur. The manufacture and sale of
machine tools and related technology is a complex and difficult business,
potentially affected by many unforeseen events beyond the control of the
Company. Shareholders, potential investors and other readers are urged to
consider these factors in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included herein are only made
as of the date of this Form 10-Q and the Company undertakes no obligation
to publicly update such forward-looking statements to reflect subsequent
events or circumstances.
Liquidity and Capital Resources at September 29, 1996
On September 29, 1996, the Company had $20.8 million of cash and cash
equivalents on hand, which was an increase of $6.6 million from the
balance on hand at the beginning of the year. For the first nine months
of 1996, operating activities contributed $43.2 million of cash. Cash
provided by working capital changes totaled $2.3 million.
Investing activities used $15.4 million for the first nine months which
included $16.2 million in capital expenditures. Financing activities used
cash of $21.0 million which included repurchase of stock of $18.6
million and dividend payments of $3.0 million.
On July 18, 1996, the Company announced that the Board of Directors had
authorized management to repurchase up to 10% of the Company's outstanding
common stock. Such repurchases are expected to be made principally through
open market transactions from time to time as the share price and market
conditions warrant. The Company intends to fund any such repurchases with
cash from operations and additional short-term borrowings. The repurchase
program is not expected to materially impact the Company's liquidity. As
of September 29, 1996, the Company had repurchased 1,495,000 shares at an
aggregate purchase price of $18.6 million.
The Company believes its cash flows from operations and funds available
under domestic and foreign credit agreements will be adequate to finance
capital expenditures and working capital requirements for the foreseeable
future.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (EDGAR Version only)
(b) Reports on Form 8-K
The Company filed no Current Reports on Form 8-K during
the quarter ended September 29, 1996.
<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.
Giddings & Lewis, Inc.
Date: November 13, 1996 /s/ Joseph R. Coppola
Joseph R. Coppola
Chairman and Chief Executive
Officer
Date: November 13, 1996 /s/ Richard C. Kleinfeldt
Richard C. Kleinfeldt
Vice-President - Finance
(Chief Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
27 Financial Data Schedule (EDGAR Version only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMARY FINANCIAL INFORMATION EXTRACTED FROM GIDDINGS &
LEWIS' CONSOLIDATED BALANCE SHEET AT SEPTEMBER 29, 1996 AND CONSOLIDATED
STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-29-1996
<CASH> 20,761
<SECURITIES> 0
<RECEIVABLES> 325,533
<ALLOWANCES> 2,752
<INVENTORY> 113,480
<CURRENT-ASSETS> 466,689
<PP&E> 230,117
<DEPRECIATION> 114,189
<TOTAL-ASSETS> 800,794
<CURRENT-LIABILITIES> 167,774
<BONDS> 100,000
3,462
0
<COMMON> 0
<OTHER-SE> 493,147
<TOTAL-LIABILITY-AND-EQUITY> 800,794
<SALES> 577,860
<TOTAL-REVENUES> 577,860
<CGS> 457,193
<TOTAL-COSTS> 457,193
<OTHER-EXPENSES> 16,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,104
<INCOME-PRETAX> 37,993
<INCOME-TAX> 12,701
<INCOME-CONTINUING> 25,292
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,292
<EPS-PRIMARY> .74
<EPS-DILUTED> .74
</TABLE>
