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Securities and Exchange Commission Washington, D.C. 20549
  
 Form 11-K þ
    
    Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31,
2010
 OR
 o
    
    Transition Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934
 Commission file number 1-6003 Federal Signal Corporation 401(K) Retirement Plan 
 Federal Signal Corporation
1415 West 22nd Street, Suite 1100
Oak Brook, Illinois 60523




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##### 



FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN INDEX TO FORM 11-K PageFINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF AND FOR
THE YEARS ENDED DECEMBER 31, 2010 AND 2009Independent Auditors Report
    
    
    1Statement of Net Assets Available for Benefits as of December 31, 2010
and 2009
    
    
    2Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2010 and 2009
    
    
    3Notes to Financial Statements
    
    
    4Supplemental Schedule:Schedule H, Line 4i  Schedule of Assets (Held at End of Year)
as of December 31, 2010
    
    
    16SIGNATURES
    
    
    18EXHIBIT INDEX
    
    
    19EX-13.1
  - 1 -




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FEDERAL SIGNAL CORPORATION
RETIREMENT SAVINGS PLAN
 FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
      
 - 1 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
  2010
    
    
    2009ASSETSInvestments, at fair value:Vanguard Wellington Fund
    
    $
    16,816,646
    
    
    $
    15,493,541Vanguard Explorer Fund
    
    
    9,004,310
    
    
    
    6,970,033Vanguard 500 Index Fund
    
    
    21,176,395
    
    
    
    18,113,568Vanguard PRIMECAP Fund
    
    
    32,246,199
    
    
    
    28,867,035Vanguard Retirement Savings Trust
    
    
    43,059,643
    
    
    
    43,184,263Federal Signal Corporation common stock
    
    
    9,721,108
    
    
    
    8,013,535Vanguard International Growth Fund
    
    
    6,583,249
    
    
    
    5,821,864Vanguard Total Bond Market Index Fund
    
    
    7,538,182
    
    
    
    7,010,237Vanguard Small-Cap Value Index Fund
    
    
    3,081,222
    
    
    
    1,748,866Vanguard Windsor II Fund
    
    
    3,143,972
    
    
    
    2,300,226Vanguard Prime Money Market Fund
    
    
    330,607
    
    
    
    Vanguard Target Retirement 2005 Fund
    
    
    142,413
    
    
    
    136,852Vanguard Target Retirement 2010 Fund
    
    
    1,120,591
    
    
    
    1,000,597Vanguard Target Retirement 2015 Fund
    
    
    2,254,770
    
    
    
    1,653,509Vanguard Target Retirement 2020 Fund
    
    
    2,876,708
    
    
    
    1,868,827Vanguard Target Retirement 2025 Fund
    
    
    3,243,779
    
    
    
    2,396,127Vanguard Target Retirement 2030 Fund
    
    
    2,481,867
    
    
    
    1,816,256Vanguard Target Retirement 2035 Fund
    
    
    1,934,407
    
    
    
    1,273,408Vanguard Target Retirement 2040 Fund
    
    
    1,753,133
    
    
    
    893,103Vanguard Target Retirement 2045 Fund
    
    
    1,241,356
    
    
    
    911,735Vanguard Target Retirement 2050 Fund
    
    
    517,553
    
    
    
    325,236Vanguard Target Retirement Income
    
    
    600,159
    
    
    
    543,776170,868,269
    
    
    
    150,342,594Participants loans receivable
    
    
    3,345,693
    
    
    
    3,145,148174,213,962
    
    
    
    153,487,742Receivables:Employer contributions
    
    
    69,177
    
    
    
    35,088Participants contributions
    
    
    86,096
    
    
    
    37,083155,273
    
    
    
    72,171Net assets reflecting all investments
at fair value
    
    
    174,369,235
    
    
    
    153,559,913Adjustments from fair value to contract value
for fully benefit-responsive investment contracts
    
    
    (1,695,607
    )
    
    
    (933,565
    )NET ASSETS AVAILABLE FOR BENEFITS
    
    $
    172,673,628
    
    
    $
    152,626,348
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
  2010
    
    
    2009ADDITIONS (REDUCTIONS)
Additions (reductions) to net assets attributable to:Net appreciation in fair value
of mutual funds
    
    $
    11,877,202
    
    
    $
    18,410,464Net appreciation (depreciation) in fair
value of common stock
    
    
    1,290,829
    
    
    
    (2,643,430
    )Transfer of assets from plan mergers
    
    
    2,472,270
    
    
    
    Interest and dividends
    
    
    4,006,054
    
    
    
    3,574,22319,646,355
    
    
    
    19,341,257Contributions:Employer
    
    
    6,114,773
    
    
    
    4,625,525Participants
    
    
    8,999,409
    
    
    
    8,125,98715,114,182
    
    
    
    12,751,512TOTAL ADDITIONS
    
    
    34,760,537
    
    
    
    32,092,769DEDUCTIONS
Deductions from net assets attributable to:Benefits paid to participants
    
    
    (14,662,386
    )
    
    
    (12,161,471
    )Transfer of assets from sales of subsidiaries
    
    
    
    
    
    
    (25,593,072
    )Administrative expenses
    
    
    (50,871
    )
    
    
    (58,654
    )TOTAL DEDUCTIONS
    
    
    (14,713,257
    )
    
    
    (37,813,197
    )NET INCREASE (DECREASE)
    
    
    20,047,280
    
    
    
    (5,720,428
    )NET ASSETS AVAILABLE FOR BENEFITSBeginning of year
    
    
    152,626,348
    
    
    
    158,346,776End of year
    
    $
    172,673,628
    
    
    $
    152,626,348
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 
 NOTES TO FINANCIAL STATEMENTS
 (1) Description of plan
  General
 Plan amendments
   Contributions
  - 4 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (1) Description of plan (continued)
   Participant accounts
 Vesting
 Investment options
 - 5 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (1) Description of plan (continued)
 Participant loans
  Payment of benefits
 Forfeited accounts
 (2) Summary of significant accounting policies
 Basis of accounting
 Use of estimates
 New accounting pronouncements
 Fair Value Measurements
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (2) Summary of significant accounting policies (continued)
 Subsequent Events
 FASB Codification
 Fair Value Disclosures
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (2) Summary of significant accounting policies (continued)
 Investment valuation and income recognition
   Concentration of credit risk
 Accounting method
 Payment of benefits
 Fees
 - 8 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (3)
    
    Investments
 The following table presents the investments that represent 5% or more of the Plans net
assets as of December 31, 2010 and 2009:
 2010
    
    
    2009Vanguard Wellington Fund
    
    $
    16,816,646
    
    
    $
    15,493,541Vanguard Explorer Fund
    
    
    9,004,310
    
    
    
    *Vanguard 500 Index Fund
    
    
    21,176,395
    
    
    
    18,113,568Vanguard PRIMECAP Fund
    
    
    32,246,199
    
    
    
    28,867,035Vanguard Retirement Savings Trust
    
    
    43,059,643
    
    
    
    43,184,263Federal Signal Corporation
common stock
    
    
    9,721,108
    
    
    
    8,013,535
 
 *
    
    Not applicable, investment is below five percent. (4)
    
    Fair value measurements
 FASB ASC 820 (formerly SFAS No. 157), Fair Value Measurements and Disclosures, provides the
framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are described below:
 Level 1:
    
    Inputs to the valuation methodology are unadjusted quoted prices for
identical assets or liabilities in active markets that the Plan has the ability to
access.
 Level 2:
    
    Inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets; quoted prices for identical or similar
assets and liabilities in inactive markets; inputs other than quoted market prices
that are observable for the asset or liability; and inputs that are derived
principally from or corroborated by observable market data by correlation or other
means. If the asset or liability has a specified (contractual) term, the Level 2
input must be observable for substantially the full term of the asset or liability.
 Level 3:
    
    Inputs to the valuation methodology are unobservable and significant
to the fair value measurement.
 The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use
of unobservable inputs.
 - 9 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (4)
    
    Fair value measurements(continued)
 Following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used as of December 31, 2010 and
2009.
 Mutual funds Valued at the net asset value, based on quoted market prices in active
markets, of shares held by the Plan at year end.
 Federal Signal Corporation common stock Valued at the closing price reported on the
active market on which the security is traded plus the balance in the Vanguard Prime
Money Market Fund.
 Collective/Common trust Valued at the net asset value, based on quoted market value of
the underlying assets, of shares held by the Plan at year end.
 Participant loans Valued at amortized cost, which approximates fair value.
 The preceding methods described may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. Furthermore,
although the Plan believes its valuation methods are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine the fair
value of certain financial instruments could result in a different fair value measurement at
the reporting date.
 The following table lists the fair values of investments as of December 31, 2010:
 Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMutual funds:Money market
    
    $
    330,607
    
    
    $
    
    
    
    $
    
    
    
    $
    330,607Growth funds
    
    
    50,977,730
    
    
    
    
    
    
    
    
    
    
    
    50,977,730Balanced funds
    
    
    34,383,223
    
    
    
    
    
    
    
    
    
    
    
    34,383,223Index funds
    
    
    31,795,799
    
    
    
    
    
    
    
    
    
    
    
    31,795,799Income funds
    
    
    600,159
    
    
    
    
    
    
    
    
    
    
    
    600,159Total mutual funds
    
    
    118,087,518
    
    
    
    
    
    
    
    
    
    
    
    118,087,518Federal Signal
common stock
    
    
    
    
    
    
    9,721,108
    
    
    
    
    
    
    
    9,721,108Collective/Common
trust
    
    
    1,179,893
    
    
    
    41,872,644
    
    
    
    7,106
    
    
    
    43,059,643Participant loans
    
    
    
    
    
    
    
    
    
    
    3,345,693
    
    
    
    3,345,693Total assets at
fair value
    
    $
    119,267,411
    
    
    $
    51,593,752
    
    
    $
    3,352,799
    
    
    $
    174,213,962
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (4)
    
    Fair value measurements(continued)
 The following table sets forth a summary of changes in the fair value of the Plans Level 3
assets for the year ended December 31, 2010:
 Participant
    
    
    CommonLoans
    
    
    Collective Trust
    
    
    TotalBalance as of January 1, 2010
    
    $
    3,145,148
    
    
    $
    14,688
    
    
    $
    3,159,836Contract term
    
    
    
    
    
    
    (4,686
    )
    
    
    (4,686
    )Change in unrealized depreciation
    
    
    
    
    
    
    (2,896
    )
    
    
    (2,896
    )Issuances, repayments and
settlements, net
    
    
    200,545
    
    
    
    
    
    
    
    200,545Balance as of December 31, 2010
    
    $
    3,345,693
    
    
    $
    7,106
    
    
    $
    3,352,799
 The following table lists the fair values of investments as of December 31, 2009:
 Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMutual funds:Growth funds
    
    $
    43,959,158
    
    
    $
    
    
    
    $
    
    
    
    $
    43,959,158Balanced funds
    
    
    27,769,191
    
    
    
    
    
    
    
    
    
    
    
    27,769,191Index funds
    
    
    26,872,671
    
    
    
    
    
    
    
    
    
    
    
    26,872,671Income funds
    
    
    543,776
    
    
    
    
    
    
    
    
    
    
    
    543,776Total mutual funds
    
    
    99,144,796
    
    
    
    
    
    
    
    
    
    
    
    99,144,796Federal Signal
common stock
    
    
    
    
    
    
    8,013,535
    
    
    
    
    
    
    
    8,013,535Collective/Common
trust
    
    
    5,952,551
    
    
    
    37,217,024
    
    
    
    14,688
    
    
    
    43,184,263Participant loans
    
    
    
    
    
    
    
    
    
    
    3,145,148
    
    
    
    3,145,148Total assets at
fair value
    
    $
    105,097,347
    
    
    $
    45,230,559
    
    
    $
    3,159,836
    
    
    $
    153,487,742
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (4)
    
    Fair value measurements(continued)The following table sets forth a summary of changes in the fair value of the Plans Level 3
assets for the year ended December 31, 2009:
 Participant
    
    
    CommonLoans
    
    
    Collective Trust
    
    
    TotalBalance as of January 1, 2009
    
    $
    4,364,717
    
    
    $
    
    
    
    $
    4,364,717Interest and dividends
    
    
    
    
    
    
    2,666
    
    
    
    2,666Issuances, repayments and
settlements, net
    
    
    (1,219,569
    )
    
    
    12,022
    
    
    
    (1,207,547
    )Balance as of December 31, 2009
    
    $
    3,145,148
    
    
    $
    14,688
    
    
    $
    3,159,836
 (5)
    
    Related party transactionsSubstantially all assets of the Plan are held in trust by Vanguard, trustee for the Plan.
Administrative and trustee fees in the amounts of $62,000 and $35,000 were paid during the
years ended December 31, 2010 and 2009, respectively, by the Company.Certain plan investments are shares of mutual funds managed by the trustee/custodian of the
Plan. Fees paid by the Plan for the investment management and record-keeping services
amounted to $48,086 and $50,677 for the years ended December 31, 2010 and 2009,
respectively.(6)
    
    Tax statusThe IRS issued a favorable opinion letter dated August 22, 2001, for the Prototype
Plan, which was adopted by the Plan sponsor on January 1, 2002. The IRS letter states that
the Prototype Plan is acceptable under the applicable sections of the Internal Revenue Code
(IRC). The IRS issued a favorable determination letter dated April 1, 2003, which states
that the Plan and related trust are designed in accordance with applicable sections of the
IRC. The Plan was amended and restated as of January 1, 2010 (as a single employer plan),
and submitted to the IRS for requalification on January 27, 2011. The plan administrator
believes the Plan complies with and has been administered in compliance with the applicable
requirements of the IRC.
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (7)
    
    Plan terminationAlthough it has not expressed any intent to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants would become 100% vested
in their accounts.(8)
    
    Reconciliation of financial statements to Schedule H of Form 5500The following is a reconciliation of net assets available for benefits per the financial
statements for the years ended December 31, 2010 and 2009, to Form 5500:
 2010
    
    
    2009Net assets available for benefits per
the financial statements
    
    $
    172,673,628
    
    
    $
    152,626,348Adjustment for fully benefit-responsive
investment contract
    
    
    1,695,607
    
    
    
    933,565Net assets available for benefits per
Schedule H of the Form 5500
    
    $
    174,369,235
    
    
    $
    153,559,913
 (9)
    
    Plan mergers and acquisitionsSirit Inc. (Sirit), a wholly owned subsidiary of the Company, was acquired on March 5,
2010. Effective April 1, 2010, all eligible employees of Sirit began participating in the
Plan. Prior to the acquisition, Sirit maintained the Sirit Corp. 401(k) Plan that was
terminated on March 4, 2010. Employees employed on the date of the acquisition were given
the option to roll over their loans to the Plan.VESystems, LLC (VESystems), a wholly owned subsidiary of the Company acquired on March 3,
2010, maintains the VESystems 401(k) Plan and Trust. The VESystems plan was merged into the
Plan on October 1, 2010. On the date of the transfer, the net assets of the VESystems Plan
were valued at $2,472,270.PIPS Technology, Inc. (PIPS), a wholly owned subsidiary of the Company acquired on August
8, 2007, maintained the PIPS Technology, Inc. 401(k) Plan (the PIPS Plan). Effective
January 1, 2008, the employees of PIPS began participating in the Plan. On March 1, 2008,
the PIPS Plan was merged into the Plan. On April 4, 2008, the assets of the PIPS Plan were
transferred into the Plans trust. On the date of the transfer, the net assets of the PIPS
Plan were valued at $141,564.
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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 NOTES TO FINANCIAL STATEMENTS
 (10)
    
    Sale of subsidiariesIn November 2009, the Company sold Pauluhn Electric Manufacturing (Pauluhn), a wholly
owned subsidiary of the Company. In connection with the sale, plan benefits were
transitioned as follows: (a) participants who were employed by Pauluhn as of the November
24, 2009, sale date were fully vested in the Company contributions and (b) in addition to
the regular plan distribution options, participants were given the option to roll over their
participant loans to the plan provided by the successor employer. Distributions to
participants began in 2009.During 2009, the Plan experienced a partial plan termination due to the sale of Dayton
Progress Corporation, PCS Company and E-One, Inc. All affected participants due to the
partial plan termination were fully vested in the Company contributions.(11)
    
    Subsequent eventsThe Plan has evaluated subsequent events through the date that the financial statements were
filed with the Securities and Exchange Commission.
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SUPPLEMENTAL SCHEDULE
 - 15 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  EIN: 36-1063330
Plan Number: 003
 (c)Description of investments(b)
    
    including maturity date, rate ofIdentity of issue, borrower, lessor or similar
    
    interest, collateral, par or
    
    (d)
    
    
    (e)(a)
    
    party
    
    maturity value
    
    Cost
    
    
    Current value*
    
    Vanguard Wellington Fund
    
    Registered investment company
    
    
    (1
    )
    
    $
    16,816,646*
    
    Vanguard Explorer Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    9,004,310*
    
    Vanguard 500 Index Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    21,176,395*
    
    Vanguard PRIMECAP Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    32,246,199*
    
    Vanguard Retirement Savings Trust
    
    Common/Collective trust
    
    
    (1
    )
    
    
    43,059,643*
    
    Federal Signal Corporation
    
    Common stock
    
    
    (1
    )
    
    
    9,721,108*
    
    Vanguard International Growth Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    6,583,249*
    
    Vanguard Total Bond Market Index Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    7,538,182*
    
    Vanguard Small-Cap Value Index Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    3,081,222*
    
    Vanguard Windsor II Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    3,143,972*
    
    Vanguard Target Retirement 2005 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    142,413*
    
    Vanguard Target Retirement 2010 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    1,120,591*
    
    Vanguard Target Retirement 2015 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    2,254,770*
    
    Vanguard Target Retirement 2020 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    2,876,708
 - 16 -




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FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN
 SCHEDULE H, LINE 4i  SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  (c)Description of investments(b)
    
    including maturity date, rate ofIdentity of issue, borrower, lessor or similar
    
    interest, collateral, par or
    
    (d)
    
    
    (e)(a)
    
    party
    
    maturity value
    
    Cost
    
    
    Current value*
    
    Vanguard Target Retirement 2025 Fund
    
    Registered investment company
    
    
    (1
    )
    
    $
    3,243,779*
    
    Vanguard Target Retirement 2030 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    2,481,867*
    
    Vanguard Target Retirement 2035 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    1,934,407*
    
    Vanguard Target Retirement 2040 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    1,753,133*
    
    Vanguard Target Retirement 2045 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    1,241,356*
    
    Vanguard Target Retirement 2050 Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    517,553*
    
    Vanguard Target Retirement Income
    
    Registered investment company
    
    
    (1
    )
    
    
    600,159*
    
    Vanguard Prime Money Market Fund
    
    Registered investment company
    
    
    (1
    )
    
    
    330,607*
    
    Participants loans receivable
    
    Interest at rates from 5.0% to 10.5%
    
    
    
    
    
    
    3,345,693$
    174,213,962
 
 *
    
    Party-in-interest as defined by ERISA(1)
    
    Cost information is not required as all investments are participant-directed. - 17 -




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized. June 29, 2011
    FEDERAL SIGNAL CORPORATION401(K) RETIREMENT PLAN By:
    /s/ Paul WittigPaul WittigBenefits Administrative Committee By:
    /s/ Jennifer L. ShermanJennifer L. ShermanCorporate Counsel
Benefits Administrative Committee -18-




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##### Table of Contents



EXHIBIT INDEX ExhibitNo.
    
    Description13.1
    
    Consent of Independent Auditors
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