8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2010

Federal Signal Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-6003	36-1063330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1415 W. 22nd Street, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

(630) 954-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

          Federal Signal Corporation (the “Company”) is furnishing the text of presentation materials, included as Exhibit 99.1 to this report, pursuant to Regulation FD promulgated by the Securities and Exchange Commission. The Company will be conducting meetings with investors. William Osborne, President and Chief Executive Officer and William Barker, Senior Vice President and Chief Financial Officer, will be reviewing the operational and financial performance of the Company, its broader growth strategies and recent acquisitions.

          The exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

99.1 Investor Presentation materials dated May, 2010.

SIGNATURE

     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.

	FEDERAL SIGNAL CORPORATION
Dated: May 17, 2010	By:	/s/ William Barker
		William Barker
		Sr. Vice President & C.F.O.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation materials dated May, 2010.

EX-99.1

Exhibit 99.1

Investor Presentation May, 2010

2 Takeaways New management team - decisive actions taken to position the Company for future growth Base businesses poised for higher margins Improving revenue environment Increased operating leverage New growth platform: FSTech

3 About Federal Signal Founded in 1901, Federal Signal enhances the safety, security and well-being of communities and workplaces around the world Leading global designer and manufacturer of products and total solutions that serve municipal, governmental, industrial and institutional customers Will operate under four segments: Environmental Solutions Group (ESG) Fire Rescue Group (Bronto) Safety & Security Systems Group (SSG) Federal Signal Technologies (FSTech) Headquartered: Oak Brook, Illinois; manufacturing facilities worldwide 100+ years of product leadership: Trusted brands - proven performance Leadership positions (#1 or #2) in most markets Diverse end-markets Increasing global presence and installed base of customers Employees: ~2,600 worldwide

4 Today's Federal Signal: Powerful Drivers Across the Portfolio Fire Rescue Group ("Bronto") Federal Signal Technologies Infrastructure management needs Business and society have a safety and security mandate Applying information technology to new and traditional markets Customers consolidating supplier base - turning to established brands and vendors Safety and Security Systems Group Environmental Solutions Group Driving the application of information and technology across the portfolio Positioned for secular and cyclical growth opportunities and strong internal free cash flow A portfolio of established brands and deep customer insight drive market leading businesses Drivers:

5 Attractive Business Drivers Infrastructure management needs Business and society have a safety and security mandate Customers consolidating supplier base - turning to established brands and vendors Applying information technology to new and traditional markets Globalization, urbanization & aging infrastructure creating new needs Solutions are judged based on their economic, safety and environmental benefits Safety and security are a market imperative in post 9/11 world Safety and security is fast becoming an information business Increased safety and efficiencies, lower costs Government outsourcing is a growing trend to relieve budget pressures Leading brands across the portfolio - 83% of 2009 sales from businesses with #1 / #2 market share 100+ years of understanding the business needs of local and regional government markets Customer intimacy as a core competency Provide customers with increased capabilities and efficiencies and lower costs Technology a growing part of public and private budgets Driving the application of information and technology across the portfolio Positioned for secular and cyclical growth opportunities and strong internal free cash flow A portfolio of established brands and deep customer insight drive market leading businesses

6 Active Management and Board Significant municipal exposure Lower application of technology High cost base Captive financial services business Board appointed new management in 2008 Legacy Federal Signal (2007 Net Sales) Environmental Solutions Group (ESG) 46% Safety and Security Systems Group (SSG) 40% Fire Rescue Group 14% Actions Consolidated excess capacity Reduced costs ($30 million in 2009) Divested non-core businesses (for $133 million in 2008/9) Exited financial services (sold for $94 million in 2008) Reduced net debt by $75 million (2008 v. 2009) Creating FS Technologies ("FSTech") - Acquired 3 technology based businesses (for $124 million 2009/10) - Superior synergistic offerings Current Federal Signal Stronger growth profile Positioned to grow higher margin businesses SSG & FSTech customers increasingly prioritize the value we provide ESG & Bronto: enhance cash flow & diversification More scalable business with greater operating leverage - less capital intensive Driving the application of information and technology across the portfolio Positioned for secular and cyclical growth opportunities and strong internal free cash flow A portfolio of established brands and deep customer insight drive market leading businesses

7 Federal Signal: At an Inflection Point in Growth Future Federal Signal Federal Signal Technologies and Safety and Security Systems groups Operational excellence: increased operating leverage, poised for recovery Execute on growth opportunities in core growth markets Improved operating leverage, scaled for growth New management team focused on growing shareholder value FSTech platform expected to be a powerful growth driver Market leader in every major market in which Federal Signal operates 100+ year track record of brand stewardship and customer intimacy 2 Elements of Strategy Investment Highlights Environmental Solutions and Fire Rescue groups High value offerings benefitting from secular growth trends Strong cash flow leveraging market positions, brands & operating leverage

8 Street Sweepers Sewer Cleaners Combination Cleaners Catch Basin Cleaners Jetting Units Hydroexcavators Industrial Vacuum Loaders Waterblasters #1 NA & SA in street sweepers #1 NA in truck mounted sewer cleaners #2 NA in truck mounted hydroexcavators #1 NA in industrial vacuum trucks #3 NA in high HP industrial waterblasters Products and Brands Source: Management estimates. Environmental Solutions Group (ESG) 2009 Net Sales U.S. Non-U.S. 3rd Qtr 4th Qtr Orders 80 20 Total: $300 million U.S. 80% Non-U.S. 20% Market Position Environmental Solutions Group Competitive Advantages: Broadest product line, industry leading product performance, leader in customer satisfaction, largest dealer network in North America

9 Environmental Solutions Group Update, Drivers and Opportunities Update Strong cost reduction execution in 2009 Overhead costs reduced $10.6 million Improving revenue environment in 2010 Q1 orders ^30% vs. last year and ^19% vs. Q4 2009 Double-digit Q1 order growth in municipal, industrial and international markets Longer business cycle means higher Q1 orders will generate revenue in Q2 and Q3 Profit Drivers & Opportunities Critical infrastructure management solutions Vactor: sewer maintenance opportunities v. critical maintenance needs in U.S. Regulations are driving demand for hydroexcavators in the utility segments Environmental infrastructure is essential - environmental standards and regulations proliferating Jetstream international growth driven by demand in Asia and addition of channel partners Market leading business Generally #1 share - no competitor has as broad of a portfolio of products and services - tailored to customer needs Mid/late-cycle growth opportunities Stability + positive signs seen recently - 2H 2010 growth opportunities Positioned for cash flow growth as demand environment improves New Jetstream facility and capacity expansion at Vactor/Guzzler

10 Fire and rescue platforms Truck-mounted aerial platforms Fire fighting and rescue equipment end markets Fire Rescue Group ("Bronto") U.S. Non-U.S. 3rd Qtr 4th Qtr Orders 7.9 92.1 Total: $160 million U.S. 8% Non-U.S. 92% #1 Aerial lift platforms for fire and rescue Products and Brands Market Position 2009 Net Sales Access platforms Truck-mounted access platforms #1 Access truck mounts for height > 40 meters Competitive Advantages: Product and market leadership, premier brand, diverse customer base and geographic mix, strong global distribution network #1 European wind turbine maintenance Source: Management estimates.

11 Fire Rescue Group ("Bronto") Update, Drivers and Opportunities Update Capacity expansion and process improvements driving higher margins 2009 operating margin ^5% to 12% Improving order trend Q1 2010 orders ^52% vs. last year Fourth consecutive quarter of sequential order increase Lower order backlog at year-end 2009 will impact 1H 2010 sales Profit Drivers & Opportunities Infrastructure management Only manufacturer in the world for truck mounted aerial platforms with maximum working height over 100m (highest machine in the world at 112m) Higher buildings driven by urbanization, population growth and land scarcity Greater global infrastructure maintenance access needs Wind turbine maintenance opportunity: already widely deployed in Europe - opportunities in U.S. and China - 1st U.S. shipments 4Q 2009 Safety and security business imperative and social requirement Increased fire and industrial regulations Market leading business Leader in fire/rescue and access for platforms > 40 m Largest industry installed base - 50% share - nearest competitor has 9% Installed base provides recurring revenue opportunities Application of technology to end markets Industry shift to versatile aerial ladder platform U.S. fire market - exclusivity agreement with U.S. OEM expires 3Q 2010

12 #1 WW vehicular lights and sirens Products and Brands Environmental Solutions Group (ESG) 2009 Net Sales U.S. Non-U.S. 3rd Qtr 4th Qtr Orders 56.8 43.2 Net Sales: $293 million U.S. 57% Non-U.S. 43% Market Position Safety and Security Systems Group #1 WW mining electrical safety products (connectors & couplers) Competitive Advantages: Leading brands, application of technologies to end markets, global channel network #1 NA and #2 WW outdoor mass warning and notification systems Public Safety Systems Industrial Warning Systems Outdoor Warning Systems #1 NA and #2 WW indoor mass warning and notification systems Source: Management estimates.

13 Safety and Security Systems Group Update, Drivers and Opportunities Update Strong cost reduction execution in 2009 Overhead costs reduced by $9.6 million 9.4% operating margin Improving revenue environment in 2010 Q1 2010 orders ^8% vs. last year and ^6% vs. Q4 2009 Q1 2010 international orders ^19% vs. last year Growth Drivers & Opportunities Safety and security business imperative and social requirement Critical military, industrial and energy facility warning systems Campus warning Alerting and notification Developing markets a source of growth (e.g. Vama and Eastern Europe) Mining electrical safety products Application of technology to end markets "V-Bar" lightbar reduced side-impact crashes "Rumbler" innovation driving demand (e.g. NYPD) Brand and market knowledge Known for selling highest standard-compliant products Governments trust the red "FS"

14 Brands, Products & Applications Environmental Solutions Group (ESG) Shared Competencies & Leadership Platform Federal Signal Technologies Group Automated License Plate Recognition (ALPR) Transportation, public safety Electronic tolling, electronic vehicle registration Parking, supply chain Transaction processing / account management Toll collection, vehicle registration, port management Vehicle classification software Road use charging, data collection, parking Parking, access and revenue control Competitive Advantages: Superior offerings, respected brands and end-to-end flexible offering The market is demanding the end-to-end solutions FSTech offers The only fully integrated electronic toll solutions provider in North America Customer Intimacy Understand customer, deliver solutions to meet needs Brand Recognition Leading brands built on track records of: Performance Flexibility Customer service Leading Technology Leading functionality Cutting edge reference of high profile projects completed (e.g. cashless tolling/E-470, London congestion charging project, etc.) Significant Synergies (Whole > Parts) End-to-end system of high-quality offerings Paradigm shift for customers Offering great technologies to customers who hold Federal Signal in high regard Customer choice: integrated offerings & modular offerings

15 Federal Signal's Complete Electronic Toll System Lane and Back Office Hardware/Software 4. Lane Controller: 5. Transaction Processing / Violation Enforcement: Step 1. Vehicle Classification: 3. ALPR Camera / Video Tolling / Enforcement: 2. Vehicle Identification / RFID Tags & Readers: Competitive Advantages: Leading offerings, respected brands and end-to-end flexible offering The market is demanding the end-to-end solutions FSTech offers The only fully integrated electronic toll solutions provider in North America

16 Acquisitions Increase Ability to Target Higher Value and Margin Content Addressable Portion of "Typical" Toll Contract, Pre Acquisitions <10% of typical lane and back office contract Tier 2 vendor; unable to influence procurement decisions Leading technology but limited ability to influence buying decisions No recurring revenue Addressable Portion of Typical Contract, Post Acquisitions Increased addressable market to >90% of typical contract Higher margins, recurring revenues, asset light (scalable) Tier 1 vendor with greater profile with customers Expanded product and service offerings - all businesses are leaders in market ALPR Camera Competitive Advantages: Leading offerings, respected brands and end-to-end flexible offering The market is demanding the end-to-end solutions FSTech offers The only fully integrated electronic toll solutions provider in North America

17 Funds Needed to Finance Infrastructure Improvement The Future: More User Fees Transportation infrastructure operating at high capacity, significant investment is needed U.S. government projects a shortfall in funds to pay for required transportation infrastructure investment: Shortfall for period 2010 - 2015: $400 billion...Cumulative shortfall 2010 - 2035: $2.3 trillion At least 35 states are now planning, building, or operating major highway projects financed with tolls Electronic Toll Collection is the process of collecting tolls without the use of toll booths or gates or stopping to pay a toll ETC market the fastest growing market within the broader Intelligent Transportation Systems market Global ETC market $3 billion in 2010 - estimated 17% CAGR from 2000-2010 Significant growth opportunities globally "I have a prediction for you. When there is a reauthorization (the Feds) will lift the ban on tolling. There is no appetite for raising the gasoline tax." - Pennsylvania Governor Ed Rendell, April 6, 2010

18 Common Core Technology Platform - Numerous Global Markets Speed Enforcement (Spot, Time Over Distance) Other Public Safety I.D. Vehicles of Interest Border Patrol Critical Facility Protection Amber Alerts Port Security Red Light Enforcement Supply Chain Asset Tracking IntelliDrive Arterial Management Parking Access and Revenue Management Freeway Management Data Collection (Roads & Ports) Tolling & Vehicle Registration "Common Core Platform" Intelligent Transportation Systems (ITS) Road User Charging Congestion Charging Rail / Intermodal Airports Competitive Advantages: Leading offerings, respected brands and end-to-end flexible offering The market is demanding the end-to-end solutions FSTech offers The only fully integrated electronic toll solutions provider in North America Retail

19 Los Angeles: Ports of LA & Long Beach congestion program Minnesota: HOT lane system implementation California: Tag provider for state's toll system Texas: Operations and IT Support Florida: Idris dominant provider in U.S. Open Road Toll vehicle classification New York: Event parking management system at new Yankee Stadium and parking management systems at NYNJ Port Authority airports Mexico: First EVR system installed in Latin America Brazil: Gov't mandated truck tolling system Columbia: Tags/readers in Devimed toll road San Francisco: Bay Area Toll Authority relationship. 112 million toll paying vehicles use the 7 state-owned bridges/year. 60% use FasTrak(r) Denver: E-470 toll road - among first cashless U.S. toll roads Vancouver: (Sirit, Idris) Port Mann toll bridge Vancouver: (FAPD) Vancouver Airport British Columbia: (FAPD) Golden Ears Bridge London: London Congestion Charging project Chicago: O'Hare and Midway Parking ALPR Europe: #1 global ALPR share South Africa: Enforcement and vehicle ID Brazil: Nationwide EVR opportunity Brazil: Livestock tracking opportunity Argentina: Buenos Aires ETC system Columbia: ETC readers and tags Finland: Finland postal delivery service RFID program Germany: Supply chain tracking in 200+ Metro/Real store locations Virginia: Back office and ALPR Global Recognition / Global Market Opportunity Taiwan: ALPR Hong Kong: ALPR Thailand: EVR Australia: Nationwide opportunities Red Light enforcement, data collection and ETC Poland: Toll system being deployed Indonesia: 35 toll roads planned and being processes Spain: Extraordinary Infrastructure Plan allocates €17 billion to infrastructure Sweden: Congestion Charging

20 Financial Review

21 Financials - Setting the Stage Since 2008: Divested select lower growth and non-core businesses "Replaced" these businesses with higher growth and higher margin businesses Approximately $60 million cash flow from operations in 2009 Reduced overhead costs by $30 million in 2009 Reduced working capital by $28 million in 2009 Financials reflect divestitures but not the growth opportunities faced across our portfolio Disciplined capital allocation Legacy businesses scaled for profit and cash flow growth FSTech offers extensive product breadth Continued aggressive cost management - balance with organic growth investment alternatives Long-term leverage target of 2.0x - 3.0x through cycle

($ Millions) Fiscal Year 1st Quarter 2007 2008 2009 2009 2010 Safety and Security Systems Group Orders $339.8 $341.3 $277.7 $71.2 $76.9 Sales 340.4 345.9 292.7 70.8 68.3 Operating Income 44.0 35.2 27.5 4.9 4.1 Operating Margin 12.9% 10.2% 9.4% 6.9% 6.0% Fire Rescue Group Orders $174.1 $162.3 $96.6 $20.8 $31.7 Sales 117.9 145.5 160.0 32.5 24.8 Operating Income 7.9 10.4 19.2 2.4 0.8 Operating Margin 6.7% 7.1% 12.0% 7.4% 3.2% Environmental Solutions Group Orders $406.2 $357.3 $265.4 $67.4 $87.7 Sales 396.5 387.6 299.8 81.4 70.1 Operating Income 37.9 34.9 14.9 3.0 3.7 Operating Margin 9.6% 9.0% 5.0% 3.7% 5.3% Corporate Expenses Operating Income (21.1) (30.7) (28.6) (6.0) (8.2) Total Federal Signal Orders $920.1 $860.9 $639.7 $159.4 $198.5 Sales 854.8 879.0 752.5 184.7 166.6 Operating Income 68.7 49.8 33.0 4.3 (0.8) Operating Margin 8.0% 5.7% 4.4% 2.3% (0.5%) EPS (Continuing Operations) $0.73 $0.57 $0.36 $0.00 ($0.06) 22 Historical Segment Performance

23 Federal Signal: At an Inflection Point in Growth Future Federal Signal Federal Signal Technologies and Safety and Security Systems groups Operational excellence: increased operating leverage, poised for recovery Execute on growth opportunities in core growth markets Improved operating leverage, scaled for growth New management team focused on growing shareholder value FSTech platform expected to be a powerful growth driver Market leader in every major market in which Federal Signal operates 100+ year track record of brand stewardship and customer intimacy 2 Elements of Strategy Investment Highlights Environmental Solutions and Fire Rescue groups High value offerings benefitting from secular growth trends Strong cash flow leveraging market positions, brands & operating leverage

Investor Presentation May, 2010