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 the quarterly period ended December 31, 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 0-14787 WATTS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 04-2916536 (State of incorporation) (I.R.S. Employer Identification No.) 815 Chestnut Street, North Andover, MA 01845 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 688-1811 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. Class Outstanding at January 31, 1997 Class A Common, $.10 par value 15,672,660 Class B Common, $.10 par value 11,365,627 WATTS INDUSTRIES, INC. AND SUBSIDIARIES INDEX Part I. Financial Information Page # Item 1. Condensed Consolidated Balance Sheets at December 31, 1996 and June 30, 1996 3 Condensed Consolidated Statements of Earnings for the Three Months Ended December 31, 1996 and December 31, 1995 4 Condensed Consolidated Statements of Earnings for the Six Months Ended December 31, 1996 and December 31, 1995 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1996 and December 31, 1995 6 Notes to Condensed Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 Part II. Other Information Item 1. Legal Proceedings 13-14 Item 4. Submission of Matters to a Vote of Security Holders 14-15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 Exhibit Index 17 Exhibit 11 - Computation of Per Share Earnings 18 Exhibit 27 - Financial Data Schedule 19