UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended 0601/2601/~~2004~~2005

[ ] 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 0-5971

WOODHEAD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE		36-1982580

(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
THREE PARKWAY NORTH #550, Deerfield, IL		60015

(Address of principal executive offices)		(Zip Code)
(Registrant’s telephone number, including area code)		(847)-236-9300



(Former name, former address and former fiscal year, if changed since last report.)

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes X No .

The number of common shares outstanding as of ~~July~~January 2131, ~~2004~~2005 was 12,~~138~~233,~~654~~425.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Cash Flows		5
Consolidated Statements of Comprehensive Income		6
Notes to Financial Statements		7
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		1615
Item 3 – Quantitative and Qualitative Disclosures about Market Risk		2119
Item 4 – Internal Controls and Procedures		2119
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings		2220
Item 6 – Exhibits and Reports on Form 8-K		23
Item 6 – Exhibits		21
Signatures		2422

Part I – FINANCIAL INFORMATION

Item 1 – Financial Statements

Woodhead Industries, Inc. Consolidated Balance Sheets As of ~~June~~January 261, ~~2004~~2005 and ~~September~~October 272, ~~2003~~2004 (Amounts in Thousands)

	6/26/2004			9/27/2003
	Unaudited
Assets	Unaudited1/1/2005			10/2/2004
Assets
Current Assets
Cash and short-term investments	$	2217,~~832~~142		$	2216,~~547~~709
Accounts receivable, net		3735,~~716~~014			3135,~~017~~759
Inventories		1722,~~441~~240			1319,~~020~~106
Prepaid expenses		45,~~491~~448			4,~~816~~948
Refundable income taxes		23,~~036~~002			2,~~479~~863
Deferred income taxes		32,~~603~~629			3,~~390~~043
Total current assets		8885,~~119~~475			7782,~~269~~428
Property, plant and equipment, net		5859,~~866~~192			6058,~~391~~289
Other Intangible assets, net		658			706
Other intangible assets, net		688			643
Goodwill, net		34,061			32,290
Goodwill		39,940			36,769
Deferred income taxes		2,~~604~~904			2,~~584~~427
Other Assets		476			616
Other assets		494			508
Total Assets	$	~~184~~188,~~784~~693		$	~~173~~181,~~856~~064
Liabilities and Stockholders’ Investment
Current Liabilities
Accounts payable	$	1011,~~659~~644		$	89,~~343~~423
Accrued expenses		1510,~~558~~963			13,~~586~~245
Income taxes payable		1,~~375~~667			1,~~393~~272
Current portion of long-term debt		5,700			5,700
Total current liabilities		3329,~~292~~974			29,~~022~~640
Long-term debt		3025,~~900~~200			3025,~~900~~200
Deferred income taxes		34,~~146~~725			34,~~049~~451
Other liabilities		24,~~887~~931			24,~~435~~339
Total Liabilities		7064,~~225~~830			6563,~~406~~630
Stockholders’ investment:
Stockholders’ Investment:
Common stock at par (shares issued: 12,130 at 6/26/0
Common stock at par (shares issued: 12,221 at 1/1/05
and 12,011 at 9/27/03)		12,130			12,011
and 12,147 at 10/2/04)		12,221			12,147
Additional paid-in capital		2021,~~032~~153			1820,~~578~~236
Deferred stock compensation		(~~627~~684	)		(~~773~~552	)
Accumulated other comprehensive income		612,~~223~~177			26,~~832~~602
Retained earnings		7678,~~801~~996			7579,~~802~~001
Total stockholders’ investment		~~114~~123,~~559~~863			~~108~~117,~~450~~434
Total Liabilities and Stockholders’ Investment	$	~~184~~188,~~784~~693		$	~~173~~181,~~856~~064

The accompanying notes are an integral part of these statements.

Woodhead Industries, Inc. Consolidated Statements of Income For the Three ~~and Nine~~ Months ended ~~June~~January 261, ~~2004~~2005 and ~~June~~December 2827, 2003 (Amounts in Thousands, except per share data, unaudited)

	Three Months Ended						~~Nine Months Ended~~
	6/26/2004			6/28/2003			6/26/2004			6/28/2003
	1/1/2005			12/27/2003
Net Sales	$	5248,~~653~~676		$	4645,~~694~~144		$	~~148,638~~		$	~~134,736~~
Cost of Sales		3231,~~452~~954			3028,~~065~~623			~~92,588~~			~~85,469~~
Gross Profit		2016,~~201~~722			16,~~629~~521			~~56,050~~			~~49,267~~
Operating Expenses		16,496			1315,~~152~~001			~~47,813~~			~~41,254~~
Restructuring and Other Related Charges		~~113~~—			~~1,155~~561			~~1,205~~			~~1,155~~
Total Operating Expenses		16,~~609~~496			1415,~~307~~562			~~49,018~~			~~42,409~~
Income From Operations		~~3,592~~226			~~2,322~~959			~~7,032~~			~~6,858~~
Other Expenses
Interest Expense		~~642~~545			~~1,048~~633			~~1,891~~			~~2,449~~
Interest Income		(3759	)		(5761	)		~~(125~~	)		~~(147~~	)
Other (Income) / Expenses, Net		530			(1,523	)		(1,021	)		(2,610	)
Other (Income)/Expenses, Net		(1,818	)		(1,930	)
Income Before Taxes		21,~~457~~558			2,~~854~~317			~~6,287~~			~~7,166~~
Provision For Income Taxes		~~847~~342			~~810~~258			~~1,663~~			~~2,165~~
Income From Continuing Operations	$	1,610		$	2,044		$	4,624		$	5,001
Net Income	$	1,216		$	2,059
Discontinued Operations:
Earnings per share
Income From Discontinued AKAPP Operations
Basic	$	0.10		$	0.17
(Including Gain on Disposal of $725)		—			—			—			733
Diluted	$	0.10		$	0.17
Income Tax Expense		—			—			—			3
Income From Discontinued Operations		—			—			—			730
Net Income	$	1,610		$	2,044		$	4,624		$	5,731
Earnings per share, basic
From Continuing Operations	$	0.13		$	0.17		$	0.39		$	0.42
From Discontinued Operations	$	—		$	—		$	—		$	0.06
As Reported	$	0.13		$	0.17		$	0.39		$	0.48
Earnings per share, diluted
From Continuing Operations	$	0.13		$	0.17		$	0.38		$	0.42
From Discontinued Operations	$	—		$	—		$	—		$	0.06
As Reported	$	0.13		$	0.17		$	0.38		$	0.48
Weighted-average common shares outstanding
Basic		12,~~010~~071			11,~~901~~923			~~11,967~~			~~11,874~~
Diluted		12,~~188~~306			12,~~000~~175			~~12,177~~			~~11,962~~
Dividends Per Share	$	0.10		$	0.0910		$	~~0.30~~		$	~~0.27~~

The accompanying notes are an integral part of these statements.

Woodhead Industries, Inc. Consolidated Statements of Cash Flows For the ~~Nine~~Three Months ended ~~June~~January 261, ~~2004~~2005 and ~~June~~December 2827, 2003 (Amounts in Thousands, unaudited)

	Nine Months ended
	Three Months Ended
	6/26/2004			6/28/2003
	1/1/2005			12/27/2003
Cash flows from operating activities:
Net income for the period	$	41,~~624~~216		$	52,~~731~~059
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization		83,~~654~~055			83,~~429~~077
Income from discontinued operations		—			(730	)
Deferred tax expense		(22	)		189
Deferred tax expense		(48	)		78
(Increase) Decrease in:
Accounts receivable		(52,~~731~~453	)		~~(287~~936	)
Inventories		(42,~~135~~293	)		~~1,353~~(995	)
Prepaid expenses		~~408~~(499	)		~~(1,540~~383	)
Other assets		~~(1,845~~435	)		~~664~~691
(Decrease) Increase in:
Accounts payable		21,~~183~~654			~~(227~~1,273	)
Accrued expenses		1(2,~~766~~718	)		~~3,119~~(476	)
Income taxes payable		~~1,036~~50			~~(625~~209	)
Other liabilities		~~1,939~~228			~~393~~289
Net cash flows provided by operating activities		83,~~851~~559			167,~~358~~635
Cash flows from investing activities:
Purchases of property, plant & equipment		(62,~~644~~028	)		(31,~~338~~839	)
Dispositions of property, plant & equipment		—			118
Retirements or sale of property, plant & equipment		101			162
Retirements or sale of property, plant & equipment		821			—
Net cash used in investing activities		(1,927	)		(1,677	)
Cash from sale of AKAPP operations (less cash sold)		—			4,187
Net cash provided by (used for) investing activities		(5,823	)		967
Cash flows from financing activities:
Proceeds from exercise of stock options		~~1,719~~859			~~349~~754
Dividend payments		(31,~~625~~221	)		(31,~~205~~204	)
Net cash used for financing activities		(1,906	)		(2,856	)
Net cash used in financing activities		(362	)		(450	)
Effect of exchange rates		(837	)		(2,~~494~~133	)
Net increase in cash and short-term investments		~~285~~433			113,~~975~~375
Cash and short-term investments at beginning of period		2216,~~547~~709			1322,~~152~~547
Cash and short-term investments at end of period	$	2217,~~832~~142		$	25,~~127~~922
Supplemental cash flow data
Cash paid during the period for:
Interest	$	~~1,228~~—		$	~~1,375~~—
Income taxes	$	~~1,454~~—		$	~~1,851~~392

The accompanying notes are an integral part of these statements.

Woodhead Industries, Inc. Consolidated Statements of Comprehensive Income For the Three ~~and Nine~~ Months ended ~~June~~January 261, ~~2004~~2005 and ~~June~~December 2827, 2003 (Amounts in Thousands, unaudited)

	Three Months Ended						~~Nine Months Ended~~
	6/26/2004			6/28/2003			6/26/2004			6/28/2003
	1/1/2005			12/27/2003
Net income	$	1,~~610~~216		$	2,~~044~~059		$	~~4,624~~		$	~~5,731~~
Other comprehensive income:
Accumulated foreign currency translation
Adjustment		~~206~~5,635			34,~~005~~098			~~3,463~~			~~8,520~~
Unrealized loss on cash flow hedging
Instrument		(7060	)		~~(833~~19	)		~~(72~~	)		~~(2,403~~	)
Comprehensive income, net	$	16,~~746~~791		$	46,~~216~~176		$	~~8,015~~		$	~~11,848~~

The accompanying notes are an integral part of these statements.

Woodhead Industries, Inc.
Notes to Financial Statements
(Amounts in Thousands, except per share data, unaudited)

1. BASIS OF PRESENTATION

Our consolidated financial statements include the accounts of all our wholly owned subsidiaries, including those operating outside the United States. All material intercompany transactions have been eliminated in consolidation. We prepare our financial statements in conformity with United States Generally Accepted Accounting Principles. In preparing the financial statements, we must use some estimates and assumptions that may affect reported amounts and disclosures. Among others, we use estimates when accounting for depreciation, amortization, employee benefits, asset valuation allowances, and loss contingencies. We are also subject to risks and uncertainties that may cause actual results to differ from those estimates. Interim results are not necessarily indicative of results for a full year. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

The accompanying unaudited, consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. In the opinion of management, all normal and necessary adjustments have been made to ensure a fair statement of the results for the interim period.

The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Financial Statements and Notes thereto included in the Woodhead Industries, Inc. ~~2003~~2004 Form 10-K.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In December ~~2002~~2004, the Financial Accounting Standards Board (FASB) issued the revised SFAS No. ~~148 Accounting~~123, ~~for Stock~~Share-Based ~~Compensation~~Payment ~~– Transition and Disclosure~~ (SFAS ~~148~~123(R),). ~~which amends~~ SFAS No. 123,(R) ~~Accounting~~requires ~~for~~compensation ~~Stock~~costs related to share-~~Based~~based payment ~~Compensation.~~transactions ~~SFAS~~to ~~No.~~be ~~148~~recognized ~~provides~~in ~~alternative~~the ~~methods~~financial ~~of transition~~statements. ~~for~~Generally, ~~companies~~compensation ~~that~~cost ~~voluntarily~~will ~~change~~be tomeasured based on the grant-date fair value~~-based~~ ~~method~~ of ~~accounting~~the ~~for stock-based~~equity ~~employee~~or ~~compensation,~~liability ~~and~~instrument ~~also~~issued. ~~requires~~In ~~expanded~~addition, ~~disclosures~~liability inawards ~~both~~will ~~interim~~be ~~and~~remeasured ~~annual~~each ~~financial~~reporting ~~statements~~period. WeCompensation ~~were~~cost will be recognized over the requisite service period, generally as the award vests. We are required to adopt ~~the~~SFAS ~~expanded~~No. ~~disclosure~~123(R) ~~requirements~~in the fourth quarter of 2005. SFAS No. ~~148 for~~123(R) ~~the~~applies ~~quarter~~to ~~ending~~all awards granted after June 2830, ~~2003.~~2005 and ~~Our~~to ~~expanded~~previously ~~disclosure~~granted ~~regarding~~awards ~~pro~~unvested ~~forma~~as ~~amounts~~of ~~for~~the adoption date. We continue to evaluate the ~~effects~~ effect of ~~not~~SFAS ~~recording~~123(R) ~~FAS~~on ~~123~~our financial ~~expense~~statements isand ~~included~~the inrelated ~~Footnote~~disclosures ~~No.~~that 7will be required.

In January 2003 we adopted ~~FASB~~SFAS ~~Statement~~ No. 146 Accounting for Costs Associated with Exit or Disposal Activities, which generally requires that a liability for costs associated with an exit or disposal activity be expensed as incurred. Exit costs primarily consist of future minimum lease payments on vacated facilities, facility ~~closure~~ closure costs and facility consolidation costs. Employee separation costs consist primarily of severance costs. At each reporting date, we evaluate our accruals for exit costs and employee separation costs to ensure that the accruals are still appropriate. In certain circumstances, accruals are no longer required because of efficiencies in carrying out the plans or because employees ~~previously~~ previously identified for separation resigned unexpectedly and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. For the quarter ending ~~June 26~~January 1, ~~2004~~2005 our expanded disclosure regarding restructuring and other related charges is included in Footnote No. 109.

In January 2003 the FASB issued FASB Interpretation No. 46 (“FIN 46”) Consolidation of Variable Interest Entities, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 was effective immediately for all new variable interest entities created or acquired after January 31, 2003. We do not have any variable interest entities that require consolidation under FIN 46.

In December 2003 the FASB issued revised Statement No. 132 (FAS 132). This statement revises employers’ disclosures about pension plans and other post retirement benefit plans. Revised FASB Statement No. 132 generally does not change the measurement or recognition standards for how employers account for pension and

In December 2003 the FASB issued revised SFAS No. 132 (FAS 132). This statement revises employers’ disclosures about pension plans and other post retirement benefit plans. Revised SFAS No. 132 generally does not change the measurement or recognition standards for how employers account for pension and other post retirement benefits under ~~FASB Statement~~SFAS No. 87, Employers’ Accounting for Pensions and ~~FASB~~SFAS ~~Statement~~ No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. Revised ~~FASB~~SFAS ~~Statement~~ No. 132 retains the disclosure requirements contained in original SFAS ~~FASB Statement~~ No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, which it replaces. Revised ~~FASB Statement~~ SFAS No. 132 now requires additional disclosures to those in the original ~~Statement~~ SFAS No. 132 about assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. For the quarter ending ~~June 26~~January 1, ~~2004~~2005 our additional disclosure is included in Footnote No. 1211.

3. INVENTORIES

Inventories at the balance sheet dates were comprised of the following:

		6/26/04			9/27/03
		1/1/05			10/2/04
Inventories valued using FIFO	$	1013,~~517~~298		$	810,~~463~~969
Inventories valued using LIFO:
At FIFO cost		911,~~379~~396			710,~~636~~678
Less: Reserve to reduce to LIFO		(2,~~455~~454	)		(32,~~079~~541	)
LIFO Inventories		68,~~924~~942			48,~~557~~137
Total Inventories	$	1722,~~441~~240		$	1319,~~020~~106
Inventory composition using FIFO
Raw materials		1113,~~096~~764			812,~~978~~066
Work-in-process and finished goods		810,~~800~~930			79,~~121~~581
Total Inventories at FIFO	$	1924,~~896~~694		$	1621,~~099~~647

~~There~~Changes ~~was~~in ~~$0.4~~exchange ~~million~~rates ~~LIFO~~increased ~~benefit~~our oninventory ~~net income~~levels ~~for~~by ~~the nine months ended June 26, 2004 compared to~~ $0.29 million ~~benefit for the nine months~~when ~~ended~~compared ~~June~~to ~~28,~~October ~~2003. Had we used the FIFO method for all inventories~~2, ~~net income would have been $0.4 million lower for the nine months ended June 26,~~ 2004 ~~with the entire income effect occurring in the second and third quarters of 2004~~.

4. PROPERTY, PLANT AND EQUIPMENT

		6/26/04			9/27/03
		1/1/05			10/2/04
Property, plant and equipment, at cost	$	~~153~~159,~~243~~915		$	~~147~~153,~~451~~428
Less: Accumulated depreciation and amortization		(94100,~~377~~723	)		(8795,~~060~~139	)
Property, plant and equipment, net	$	5859,~~866~~192		$	6058,~~391~~289

~~During the first nine months of fiscal 2004 we purchased $6.6 million of property, plant and equipment compared to $3.3 million in the first nine months of fiscal 2003.~~ For the quarter ended ~~June 26~~January 1, ~~2004~~2005 we purchased $2.8 0 million of property plant and equipment compared to $1.1 8 million for the quarter ended ~~June 28~~December 27, 2003.

5. LONG TERM DEBT

On April 28, 2004 we entered into a new three-year revolving credit agreement with our existing bank that will continue to provide for borrowings up to $25.0 million at the bank’s prime or offered rate. This agreement will expire on April 28, 2007. This new revolving credit agreement states that the maximum ratio of debt to EBITDA, as defined, shall be no greater than 2.5 to 1.0 and minimum interest coverage ratio, as defined, shall be no less than 2.5 to 1.0. We are in compliance with all provisions of our credit agreement. At ~~June~~January 261, ~~2004~~2005 and ~~September~~October 272, ~~2003~~2004 we had no short-term borrowings.

Included in our financial statements is a $2117.6 4 million 6.64% senior guaranteed note, which is held by a subsidiary and has a parental guarantee. In addition, there is a $1513.05 million 6.81% senior guaranteed note held by the parent company, which is guaranteed by our U.S. subsidiaries.

6. EARNINGS PER SHARE

Basic earnings per share exclude dilution, and diluted earnings per share reflect the potential dilution that could occur if stock options were exercised. The reconciliation between basic and diluted earnings per share is as follows:

	Three Months Ended				~~Nine Months Ended~~
	6/26/04		6/28/03		6/26/04		6/28/03
	1/1/05		12/27/03
Income from Continuing Operations	$	1,610	$	2,044	$	4,624	$	5,001
Net Income	$	1,216	$	2,059
Income from Discontinued Operations	$	—	$	—	$	—	$	730
Earnings per share
Net Income	$	1,610	$	2,044	$	4,624	$	5,731
Basic	$	0.10	$	0.17
Earnings per share, basic
Diluted	$	0.10	$	0.17
From continuing operations	$	0.13	$	0.17	$	0.39	$	0.42
Weighted-average number of shares outstanding		12,071		11,923
From discontinued operations	$	—	$	—	$	—	$	0.06
Dilutive common stock options		235		252
As reported	$	0.13	$	0.17	$	0.39	$	0.48
Earnings per share, diluted
From continuing operations	$	0.13	$	0.17	$	0.38	$	0.42
From discontinued operations	$	—	$	—	$	—	$	0.06
As reported	$	0.13	$	0.17	$	0.38	$	0.48
Weighted-average number of shares outstanding		12,010		11,901		11,967		11,874
Dilutive common stock options		178		99		210		88
Weighted-average number of shares outstanding
Plus dilutive common stock options		12,~~188~~306		12,~~000~~175		~~12,177~~		~~11,962~~

7. CAPITAL STOCK

Our total authorized stock is 40,000,000 shares, consisting of 10,000,000 shares of preferred stock, par value $0.01 per share, and 30,000,000 shares of common stock, par value $1.00 per share. No shares of preferred stock have been issued to date. Common stock issued was 12,~~130~~221,000 and 12,~~011~~147,000 on ~~June~~January 261, ~~2004~~2005 and ~~September~~October 272, ~~2003~~2004, respectively.

We apply Accounting Principles Board Opinion No. 25: Accounting for Stock Issued to Employees, and related interpretations, including ~~FASB Interpretation (~~FIN) 44: Accounting for Certain Transactions Involving Stock Compensation in accounting for the plans. Accordingly, we do not recognize compensation expense related to option grants. We adopted SFAS No. 148: Accounting for Stock Based Compensation, which amended SFAS No. 123 Accounting for Stock Based Compensation. The following table, per SFAS No. 148, summarizes results as if we had recorded compensation expense for option grants during the three ~~nine~~ months ended ~~June~~January 261, ~~2004~~ 2005 and ~~June~~December 2827, 2003:

		6/26/2004			6/28/2003
		1/1/2005			12/27/2003
Net Income
As reported	$	41,~~624~~216		$	52,~~731~~059
Stock based employee compensation cost		(~~1,097~~435	)		(~~884~~405	)
Pro forma	$	~~3,527~~781		$	41,~~847~~654
Basic earnings per share
As reported	$	0.3910		$	0.4817
Stock based employee compensation cost		(0.1004	)		(0.0703	)
Pro forma	$	0.2906		$	0.4114
Diluted earnings per share
As reported	$	0.3810		$	0.4817
Stock based employee compensation cost		(0.0904	)		(0.0703	)
Pro forma	$	0.2906		$	0.4114

The pro forma effect of stock option grants on results of operations may not be representative of the pro forma effect on results of operations for future years.

8. SEGMENT AND GEOGRAPHIC DATA

~~Segment~~Our ~~reporting~~operating issegments ~~presented~~are inbased ~~accordance with~~on ~~Statement~~the organization of ~~Financial~~business ~~Accounting~~groups comprised ~~Standards~~of ~~(SFAS)~~similar ~~No.~~products ~~131:~~and ~~Disclosure~~services. ~~about~~Revenues ~~Segments~~in ofour ~~an Enterprise~~Industrial Communications and ~~Related~~Connectivity ~~Information.~~Products ~~This~~Segment (Connectivity ~~statement~~Segment) ~~requires~~are usprimarily toderived ~~report~~from ~~certain~~sales ~~financial information~~of insystem acomponents ~~manner similar~~ to ~~the~~devices ~~way~~in weopen ~~report~~networks itfor toautomated manufacturing ~~the~~and ~~chief~~distribution ~~operating~~applications. ~~decision~~Revenues ~~maker~~in ~~for the~~our ~~purpose~~Electrical ofSafety ~~evaluating~~& ~~performance~~Industrial ~~and~~Products ~~allocating~~Segment (Electrical ~~resources~~Segment) toare ~~the~~primarily ~~various~~derived ~~business~~from ~~segments.~~sales ~~We identified~~of ~~the~~specialized ~~Chief~~products ~~Executive~~to ~~Officer~~support asenhanced ~~the~~safety ~~chief~~and ~~operating~~productivity on ~~decision~~the ~~maker~~factory floor.

Our operating segments are based on the organization of business groups comprised of similar products and services. Revenues in our Industrial Communications and Connectivity Products Segment (Connectivity Segment) are primarily derived from sales of system components to devices in open networks for automated manufacturing and distribution applications. Revenues in our Electrical Safety & Specialty Products Segment (Electrical Segment) are primarily derived from sales of specialized products to support enhanced safety and productivity on the factory floor.

Sales between segments were not significant. Sales in geographic areas were determined by customer location. No single customer accounted for 10 percent or more of our total revenue. Sales in foreign countries did not meet minimum disclosure requirements. We did not allocate certain corporate expenses, primarily those related to the overall management of the corporation, to the segments or geographic areas. Both segments share certain production facilities and equipment (PP&E). These assets, and related additions and depreciation, were allocated based on unit production. Geographic data on assets is based on the physical location of those assets. Corporate assets were primarily investments in subsidiaries and cash.

Three Months
(Amounts in Thousands, unaudited)
Segment data

Three Months (Amounts in Thousands, unaudited) Segment data

	Net Sales				Income from Operations
	Three Months Ended				Three Months Ended
	1/1/05		12/27/03		1/1/05			12/27/03

Connectivity	$	36,886	$	33,109	$	61		$	263
Electrical		11,790		12,035		300			909
Corporate and other						(135	)		(213	)

Total	$	48,676	$	45,144	$	226		$	959


	Additions to long-lived assets				Depreciation and Amortization
	Three Months Ended				Three Months Ended
	1/1/05		12/27/03		1/1/05			12/27/03

Connectivity	$	895	$	885	$	2,526		$	2,279
Electrical		1,114		614		495			761
Corporate and other		19		340		34			37

Total	$	2,028	$	1,839	$	3,055		$	3,077


	Total Assets
	1/1/05		10/2/04

Connectivity	$	149,722	$	138,571
Electrical		30,760		29,967
Corporate and other		8,211		12,526

Total	$	188,693	$	181,064

	Net Sales						Income from Operations
	Three Months Ended
	Three Months Ended						Three Months Ended
Reconciliation of Income from Operations to Net Income	1/1/05			12/27/03
	6/26/04			6/28/03			6/26/04			6/28/03
Income from operations	$	226		$	959
Connectivity	$	37,790		$	33,867		$	1,553		$	1,669
Less: Interest income (expense), net		(486	)		(572	)
Electrical		14,863			12,827			2,338			25
Other income (expense), net		1,818			1,930
Corporate and other								(299	)		628
Income taxes		(342	)		(258	)
Total	$	52,653		$	46,694		$	3,592		$	2,322
Net Income		1,216			2,059
	Additions to long-lived assets						Depreciation and Amortization
	Three Months Ended						Three Months Ended
	6/26/04			6/28/03			6/26/04			6/28/03
Connectivity	$	1,313		$	751		$	2,298		$	2,138
Electrical		1,353			338			73			957
Corporate and other		122			11			32			35
Total	$	2,788		$	1,100		$	2,403		$	3,130
	Total Assets
	6/26/04			09/27/03
Connectivity	$	141,289		$	125,167
Electrical		28,504			24,590
Corporate and other		14,991			24,099
Total	$	184,784		$	173,856

Geographic data

	Three Months Ended
	Net Sales
Reconciliation of Income from Operations to Net Income	6/26/04			6/28/03
	Three Months Ended							Total Assets
Income from operations	$	3,592		$	2,322
	1/1/05			12/27/03				1/1/05		10/2/04
Less: Interest income (expense), net		(605	)		(991	)
United States	$	26,606		$	25,587		United States	$	45,163	$	48,312
Other income (expense), net		(530	)		1,523
All other countries		22,070			19,557		Italy		39,023		35,703
Income taxes		(847	)		(810	)
							France		26,857		24,112
Net Income		1,610			2,044
Total	$	48,676		$	45,144		Canada		24,789		22,203
							Mexico		23,083		22,444
							All other countries		29,778		28,290
							Total	$	188,693	$	181,064

Geographic Data

	Net Sales
	Three Months Ended
	6/26/04		6/28/03
United States	$	28,754	$	26,552
All other countries		23,899		20,142
Total	$	52,653	$	46,694
	Total Assets
	6/26/04		09/27/03
United States	$	48,796	$	56,693
Canada		29,410		24,182
Italy		35,914		32,739
France		24,182		20,633
Mexico		22,153		19,275
All other countries		24,329		20,334
Total	$	184,784	$	173,856

~~Nine~~ 9. RESTRUCTURING ~~Months (Amounts in Thousands, unaudited) Segment data~~ CHARGES

	Net Sales				Income from Operations
	Nine Months Ended				Nine Months Ended
	6/26/04		6/28/03		6/26/04			6/28/03
Connectivity	$	107,343	$	94,255	$	2,568		$	3,198
Electrical		41,295		40,481		5,027			3,505
Corporate and other						(563	)		155
Total	$	148,638	$	134,736	$	7,032		$	6,858
	Additions to long-lived assets				Depreciation and Amortization
	Nine Months Ended				Nine Months Ended
	6/26/04		6/28/03		6/26/04			6/28/03
Connectivity	$	3,350	$	2,236	$	6,932		$	6,142
Electrical		2,460		1,050		1,618			2,151
Corporate and other		834		52		104			136
Total	$	6,644	$	3,338	$	8,654		$	8,429
	Total Assets
	6/26/04		09/27/03
Connectivity	$	141,289	$	125,167
Electrical		28,504		24,590
Corporate and other		14,991		24,099
Total	$	184,784	$	173,856

In January 2003 we adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which generally requires that a liability for costs associated with an exit or disposal activity be expensed as incurred. Exit costs primarily consist of future minimum lease payments on vacated facilities, facility closure costs and facility consolidation costs. Employee separation costs consist primarily of severance costs. At each reporting date, we will evaluate our accruals for exit costs and employee separation to ensure that the accruals are still appropriate.

	Nine Months Ended
Reconciliation of Income from Operations to Net Income	6/26/04			6/28/03
Income from operations	$	7,032		$	6,858
Less: Interest income (expense), net		(1,766	)		(2,302	)
Other income (expense), net		1,021			2,610
Income taxes		(1,663	)		(2,165	)
Income from continuing operations		4,624			5,001
Discontinued operations
Income from discontinued AKAPP operations
(including gain on disposal of $725)		—			733
Income tax expense		—			(3	)
Income from discontinued operations		—			730
Net Income	$	4,624		$	5,731

In the quarter ending June 28, 2003 we announced the closing of our Aero-Motive facility in Kalamazoo, Michigan. In addition to selling two small product lines (workstations in the fourth quarter of fiscal 2003 and the government hose reels in the first quarter of 2004) that did not align strategically with our current operations, we consolidated and integrated the remaining manufacturing operations into our facility in Juarez, Mexico, which will improve our overall operating efficiencies. The office operations have been integrated with our Northbrook, Illinois facility. The closing of this facility terminated the employment of 111 total employees, which included 64 plant employees and 47 office employees. At the end of fiscal year 2004 the facility was closed and all employees terminated.

~~Geographic~~In ~~Data~~fiscal year 2004 we recorded restructuring and other related charges of $1.1 million, which related to the closing of our Aero-Motive facility. The Aero-Motive restructuring program is now complete and we recorded $3.2 million of total restructuring charges. Included in the restructuring charges were pension settlement costs of $0.4 million in fiscal 2004. The pension settlement charges were triggered by the reduction in employment levels that required us to recognize past gains and losses in our pension plan accounts. This restructuring charge, including the pension settlement charge, is composed of the following:

		Net Sales
	Costs expensedFiscal Year 10-02-04		Cumulative coststhrough 10/02/04	Total anticipatedcosts
		Nine Months Ended
One-Time Termination Benefit	$269		$1,203	$1,203
		6/26/04		6/28/03
Other Associated Costs	824		1,955	1,955
United States		$	82,528	$	81,241
Total Restructuring and Other Charges	$1,093		$3,158	$3,158
All other countries			66,110		53,495
Total		$	148,638	$	134,736
		Total Assets
		6/26/04		09/27/03
United States		$	48,796	$	56,693
Canada			29,410		24,182
Italy			35,914		32,739
France			24,182		20,633
Mexico			22,153		19,275
All other countries			24,329		20,334
Total		$	184,784	$	173,856

The costs included as a one-time termination benefit are the payment of severance benefits that have been expensed. Included in other associated costs are the pension settlement charges of $0.4 million. Accelerated depreciation, legal fees, system conversion costs, incidental salaries and travel expense represent the balance of other associated costs.

For the quarter ended December 27, 2003 we recorded restructuring costs of $0.6 million.

The Aero-Motive restructuring accrual accounts had the following balance at September 27, 2003 and October 2, 2004:

	Restructuring Reserve

Balance at 9/27/2003	$859

Charged to expense in fiscal 2004	1,093
Less: depreciation non-cash expense	(15	)
Cash paid in 2004	1,967

Balance at 10/2/2004	—

There was no spending activity for the quarter ending January 1, 2005 and the accrual balance remained the same.

910. ~~SALE~~ INCOME OFTAX ~~AKAPP OPERATIONS~~EXPENSE

OnOur ~~September~~effective ~~29,~~rate ~~2002~~for wethe ~~adopted~~quarter ~~SFAS~~ending ~~No.~~January ~~144~~1, 2005 was 22.0% compared ~~Accounting~~to 11.1% for the ~~Impairment~~quarter orending ~~Disposal~~December of27, ~~Long-Lived Assets~~2003. ~~SFAS~~The ~~No.~~low ~~144~~effective ~~states~~tax ~~that~~rate for the ~~results of~~first ~~operations~~quarter of a2005 ~~component~~was ofdue anmainly ~~entity~~to ~~that~~the favorable ~~has~~tax ~~either~~treatment ~~been~~on ~~disposed~~the ofexchange orgain ison ~~classified~~the asU.S. dollar loan held by our Canadian subsidiary. The low effective tax rate for ~~sale~~the ~~shall~~first bequarter ~~reported~~of in2004 ~~discontinued~~was ~~operations~~due ifmainly ~~both~~to the ~~following~~utilization ~~conditions~~of ~~are~~a ~~met:~~capital loss carryforward (which previously had a) valuation ~~the~~allowance ~~operations~~reported ~~and~~against ~~cash~~it) ~~flows~~to offset $0.4 million of ~~the~~tax ~~component~~on ~~have~~capital ~~been~~gains ~~(or~~from ~~will~~the ~~be)~~Aero-Motive ~~eliminated~~product ~~from~~line sale, the ~~ongoing~~tax ~~operations~~treatment ofon the ~~entity~~exchange asgain aon ~~result~~the ofU.S. dollar loan and the ~~disposal~~change ~~transaction~~in ~~and~~the effective Canadian tax rate (b)due ~~the~~to ~~entity~~a ~~will~~change ~~not~~in ~~have~~tax ~~any~~legislation) ~~significant~~on ~~continuing~~deferred ~~involvement~~tax inassets, ~~the~~which ~~operations~~resulted ofin ~~the~~a ~~component~~tax ~~after~~benefit ~~the~~of ~~disposal transaction~~$0.2 million.

~~In November 2002 we sold our Dutch subsidiary, AKAPP, to a third party~~ 11. BENEFIT We sold the AKAPP operation for $4.9 million in cash, which included the payment of a $2.6 million inter-company loan and the receipt of $2.3 million in cash. As a result of this transaction we recorded a $0.7 million gain on disposal, which in accordance with SFAS No. 144 has been reported as Income from Discontinued Operations. The results of operations related to AKAPP for fiscal 2003 have also been recorded as Income from Discontinued Operations. PLANS

10Beginning in April 2003, our post-retirement benefit plan was modified to require retired participants to fund the total cost of the retiree medical program. ~~RESTRUCTURING~~ ~~CHARGES~~ At September 28, 2002 we had accrued post-retirement benefit cost, which was included in our consolidated balance sheet in the amount of $2.2 million. At December 27, 2003 we had no liability for any of these post retirement benefit costs and the reduction of this $2.2 million liability was amortized over the period from April 1, 2003 to December 27, 2003. During the quarter ended December 27, 2003 we lowered our benefits liability account $0.8 million, which represents the last of the amortization of the $2.2 million liability.

InThe ~~January~~following ~~2003~~table weprovides ~~adopted~~the ~~FASB~~components ~~Statement No. 146~~of ~~Accounting~~net ~~for~~periodic ~~Costs~~benefit ~~Associated~~cost ~~with Exit or Disposal Activities, which generally~~for ~~requires~~our ~~that~~non-union aplans ~~liability~~ for ~~costs~~the ~~associated~~three ~~with~~months anended ~~exit~~January ~~or disposal activity be expensed as incurred. Exit costs primarily consist of future minimum lease payments on vacated facilities~~1, ~~facility~~ ~~closure~~2005 ~~costs~~ and ~~facility~~December ~~consolidation costs. Employee separation costs consist primarily of severance costs. At each reporting date~~27, we2003: ~~will evaluate our anticipated restructuring and other charges and accruals for employee separation costs to ensure that the amounts are still appropriate.~~

In the quarter ending June 28, 2003 we announced the closing of our Aero-Motive facility in Kalamazoo, Michigan. During the first quarter of fiscal 2004 we completed the sale of the Aero-Motive government hose reel product line and recorded a gain of $1.2 million. In addition to having sold two small product lines (including the hose reel product line sold in the fourth quarter of 2003) that did not align strategically with our current operations we will consolidate and integrate the remaining manufacturing operations into our facility in Juarez, Mexico, which will improve our overall operating efficiencies. The office operations will be integrated with our Northbrook, Illinois facility. The closing of this facility will terminate the employment of 111 total employees, which includes sixty-four plant employees and forty-seven office employees. As of the quarter ended June 26, 2004 seventy-four employees have left the company and it is estimated that the Kalamazoo, Michigan facility will remain open during a portion of the fourth quarter of fiscal year 2004.

	Pension Benefits
	Three Months Ended
	1/1/05		12/27/03

Components of Net Periodic Benefit Costs:
Service Cost	$132		$151
Interest Cost	127		149
Recognized actuarial loss	75		54
Expected return on plan assets	(126	)	(154	)
Amortization of prior service costs	3		7

Net periodic benefit cost	$211		$207

~~For~~It ~~the~~has ~~nine~~been ~~months~~our ~~ending~~policy ~~June 26,~~to ~~2004~~fund ~~we recorded~~our ~~restructuring~~pension ~~and~~costs ~~other~~by ~~related~~making ~~charges~~annual contributions ofbased ~~$1.2 million,~~upon ~~which~~minimum ~~related~~funding toprovisions ~~the closing~~ of ~~our Aero-Motive facility. For~~ the ~~quarter~~Employee ~~ending~~Retirement ~~June 26,~~Security ~~2004~~Act ~~we recorded $0.1 million~~ of ~~restructuring charges~~1974. ~~The~~We ~~Aero-Motive~~previously disclosed ~~restructuring~~in ~~program~~our isfinancial ~~now~~statements ~~almost~~for ~~complete~~the ~~and~~year weended ~~have recorded~~October ~~$3.3 million of total restructuring charges. In addition~~2, ~~related~~2004 tothat ~~the Aero-Motive restructuring,~~ we ~~anticipate~~expect ~~in the fourth quarter an additional pension settlement charge, estimated~~ to becontribute ~~approximately~~ $0.3 4 million. ~~The pension settlement charge was triggered by the reduction in employment levels that require us~~ to ~~recognize past gains and losses to~~ our ~~pension~~ ~~plan~~non-union ~~accounts~~plans in 2005. ~~This~~As ~~restructuring~~of ~~charge~~January 1, ~~including~~2005 ~~the~~we ~~anticipated~~had ~~pension~~not ~~settlement~~yet ~~charge,~~made ~~is composed~~a ofcontribution to the ~~following:~~plans.

	Costs expensed nine months ended 6/26/04	Cumulative coststhrough 6/26/04	Total anticipated costs
One time termination benefit	269	1,203	1,203
Other associated costs	936	2,067	2,317
Total restructuring and other charges	1,205	3,270	3,520

12. CONTINGENT LIABILITIES

The costs included as a one-time termination benefit are the estimates of severance benefits that will be incurred as the Kalamazoo facility is closed. Included in Other associated costs are the estimated pension settlement charges of $0.6 million. In accordance with SFAS No. 144 we have accelerated the depreciation on those assets

that are expected to be excess when the facility is closed. We have included $0.2 million of accelerated depreciation in other associated costs for the nine months ending June 26, 2004. During the quarter just ended accelerated depreciation expense was reduced by $0.4 million to reflect changes in the estimated net realizable value of the remaining assets. Legal fees, system conversion costs, incidental salaries and travel expense represent the balance of other associated costs. There are no anticipated contract termination costs related to this project.

The following table details the activity in the Aero-Motive restructuring accrual accounts for the nine months ending June 26, 2004:

	RestructuringReserve
Balance at September 27, 2003	$	859
Charged to expense nine months 2004		1,205
Less: depreciation non cash expense		188
Cash paid in fiscal 2004		1,415
Remaining balance June 26, 2004	$	461

11. INCOME TAX EXPENSE

Our effective rate for the quarter ending June 26, 2004 was 34.5% compared to 28.4% for the quarter ending June 28, 2003. The relatively low effective tax rate for the third quarter of 2003 was due mainly to the favorable tax treatment of a capital gain in Canada. Our effective tax rate for continuing operations was 26.5% and 30.2% for the first nine months of 2004 and 2003, respectively. The decrease in our effective tax rate for the first nine months of 2004 was due mainly to the utilization in the first quarter of 2004 of capital loss carryforwards (which previously had a valuation allowance reported against them) to offset $0.4 million in tax on capital gains from the Aero-Motive product line sale and the change in the effective Canadian tax rate (due to a change in tax legislation) on deferred tax assets, which resulted in a tax benefit of $0.1 million.

12. BENEFIT PLANS

Beginning in April 2003, our post retirement benefit plan was modified to require participants to fund the total cost of the retiree medical program. At September 28, 2002 we had accrued postretirement benefit cost, which was included in our consolidated balance sheet in the amount of $2.2 million. At December 27, 2003 we had no liability for any of these post retirement benefit costs and the reduction of this $2.2 million liability was amortized over the period from April 1, 2003 to December 27, 2003. During the quarter ended December 27, 2003 we lowered our benefits liability account $0.8 million, which represents the last of the amortization of the $2.2 million liability.

The following table provides the components of net periodic benefit cost for our non-union plans for the three and nine months ended June 26, 2004 and June 28, 2003:

	Pension Benefits
	Three Months Ended						Nine Months Ended
	6/26/04			6/28/03			6/26/04			6/28/03
Components of Net Periodic Benefit Costs:
Service Cost	$	151		$	124		$	453		$	372
Interest Cost		149			127			447			381
Recognized actuarial loss		54			13			162			39
Expected return on plan assets		(154	)		(122	)		(462	)		(366	)
Amortization of prior service costs		7			7			21			21
Net periodic benefit cost	$	207		$	149		$	621		$	447

It has been our policy to fund our pension costs by making annual contributions based upon minimum funding provisions of the Employee Retirement security Act of 1974. During 2003 we contributed an additional $2.0 million to increase the funded status of our plan. We made a $0.2 million contribution to our pension plan in the quarter ended June 26, 2004. Related to the Aero-Motive restructuring we anticipate the balance of the pension settlement charge, estimated to be approximately $0.3 million to be recognized in the fourth quarter of 2004. This is in addition to the pension settlement charge that was part of the restructuring charge for the quarter ended June 26, 2004 in the amount of $0.3 million. The charge was triggered by the reduction in employment levels that require us to recognize past gains and losses to our pension plan accounts.

13. CONTINGENT LIABILITIES

We are subject to federal and state hazardous substance cleanup laws that impose liability for the costs of cleaning up contamination resulting from past spills, disposal or other releases of hazardous substances. In this regard, we have incurred, and expect to incur, assessment, remediation and related costs at one of our facilities. In 1991, we reported to state regulators a release at that site from an underground storage tank (“UST”). The UST and certain contaminated soil subsequently were removed and disposed of at an off-site disposal facility.

We have been conducting an investigation of soil and groundwater at the site with oversight by the state Department of Environmental Quality (“DEQ”). The investigation indicates that, unrelated to the UST release, additional soil and groundwater at the site have been impaired by chlorinated solvents, including ~~tetrachloroethane~~ tetrachloroethane and trichloroethylene, and other compounds. Also, our investigation revealed that the previous owners of the site had used a portion of the site as a disposal area. We have remediated the soils in this area but we believe that it is a source of contamination of groundwater, both on-site and off-site. Our investigation indicates that there were releases by the previous owners in areas over which additions were subsequently built. These releases have impacted groundwater that has migrated off-site. We have implemented a groundwater remediation system for the on-site contamination. We continue to monitor and analyze conditions to determine the continued efficacy of the system. We also have implemented a groundwater remediation system for the off-site contamination. We continue to analyze other remedial alternatives for the off-site groundwater contamination and are reviewing these alternatives with the DEQ.

We13 previously filed a complaint in federal district court seeking contribution from the previous owners of the site for the cost of the investigation and remediation of the site. We settled that litigation through a consent judgment against the former owners. Also, we asserted claims against insurers of the former owners for the amounts specified in the consent judgment. The insurers denied coverage and three of them filed a declaratory judgment action to that effect against us in federal district court. In July 2004 the federal district court entered an Order and Judgment on cross motions for summary disposition resolving the claims in favor of the insurers. We anticipate filing an appeal to the U.S. Court of Appeals for the Sixth Circuit.

Wea ~~have~~source aof ~~reserve~~contamination ~~for~~of ~~the~~groundwater, ~~$1.2 million~~both ~~of investigation~~on-site and ~~remediation~~off-site. ~~expenses~~Our investigation weindicates ~~have~~that ~~estimated~~there towere bereleases ~~incurred~~by ~~over~~ the ~~next~~previous ~~14 years to~~owners ~~address~~in ~~the~~areas ~~environmental~~over ~~issue~~which atadditions ~~our~~were ~~site~~subsequently ~~in Michigan~~built. These Wereleases ~~based~~have ~~our~~impacted ~~estimate~~groundwater onthat ~~the~~has ~~future costs~~migrated ~~expected~~off-site. toWe behave ~~incurred~~implemented toa ~~investigate,~~groundwater ~~monitor~~remediation ~~and~~system ~~remediate~~for the on-site contamination. ~~Our~~We ~~cost~~continue ~~estimate continues~~ to bemonitor ~~subject~~and toanalyze ~~substantial~~conditions ~~uncertainty~~to ~~because~~determine of the ~~extent~~continued efficacy of the ~~contamination~~system. ~~area,~~We also ~~the~~have ~~variety~~implemented ~~and~~a ~~nature~~groundwater ~~of geological conditions throughout the contamination area, changes in~~ remediation ~~technology~~system ~~and~~for the ~~state’s~~off-site ~~Department~~contamination. ofWe ~~Environmental~~continue ~~Quality~~to ~~feedback.~~analyze ~~Funding~~other remedial ~~this~~alternatives ~~activity~~for ~~will~~the ~~come~~off-site ~~from~~groundwater ~~operating~~contamination ~~cash flows~~ and ~~only~~are ~~changes~~reviewing tothese ~~the~~alternatives ~~reserve~~with ~~estimate will affect~~ the ~~results of operations~~DEQ.

We previously filed a complaint in federal district court seeking contribution from the previous owners of the site for the cost of the investigation and remediation of the site. We settled that litigation through a consent judgment against the former owners. Also, we asserted claims against insurers of the former owners for the amounts specified in the consent judgment. The insurers denied coverage and three of them filed a declaratory judgment action to that effect against us in federal district court. In July 2004 the federal district court entered an Order and Judgment on cross motions for summary disposition resolving the claims in favor of the insurers. We have filed an appeal to the U.S. Court of Appeals for the Sixth Circuit.

We have a reserve for the $1.6 million of investigation and remediation expenses we have estimated to be incurred over the next 14 years to address the environmental issue at our site in Michigan. We based our estimate on the future costs expected to be incurred to investigate, monitor and remediate the site. Our cost estimate continues to be subject to substantial uncertainty because of the extent of the contamination area, the variety and nature of geological conditions throughout the contamination area, changes in remediation technology and the state’s Department of Environmental Quality feedback. Funding this activity will come from operating cash flows and only changes to the reserve estimate will affect the results of operations.

We indemnify certain customers with regard to product liability. We have insurance policies to cover this exposure, which includes a minimal deductible to be paid by us.

1514

Item 2 – Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Overview

Woodhead Industries develops, manufactures and markets network and electrical infrastructure products engineered for performance in demanding, harsh, or hazardous environments. We are known in the global industrial market by our recognized brands which include Brad Harrison®, SST™, Daniel Woodhead®, mPm®, applicom®, Aero-Motive® and RJ-Lnxx®. Our expertise extends from mechanical, electrical and electronics products to communication software products and technologies.

Woodhead operates from twenty-one locations in ten countries spanning North America, Europe and Asia/Pacific.

Results of Operations

~~Third~~First quarter fiscal ~~2004~~2005 results compared with ~~third~~first quarter fiscal ~~2003~~2004 results

SALES Sales in the quarter ended ~~June~~January 261, ~~2004~~2005 were $5248.7 million, an increase of 127.8% compared to sales of $4645.71 million for the quarter ended ~~June~~December 2827, 2003. This increase was due mainly to the increased sales volume in ~~both~~ the Connectivity ~~and~~segment ~~Electrical segments~~ and the positive effects resulting from changes in exchange rates of $1.38 million. ~~These~~This ~~results~~increase ~~were~~was partially offset by ~~the lost~~weaker ~~revenue from the divesture of the two Aero-Motive product lines. Recent economic reports~~than ~~indicate~~expected ~~the~~sales ~~continued expansion~~ in ~~the manufacturing sector and we are continuing to see~~ our ~~customer’s~~ ~~willingness~~Electrical ~~to initiate new projects~~segment. ~~This continued economic expansion and growth programs initiated at the beginning of the fiscal year are starting to generate revenue improvements.~~ For the ~~third~~first quarter ~~2004~~2005 Connectivity sales were $3736.89 million, an 11.64% increase ~~over~~ over the $33.91 million in sales reported for the ~~third~~first quarter ~~2003~~2004. Favorable foreign exchange rates accounted for $1.38 million of this increase. ~~but~~In weconstant ~~also~~dollars we experienced solid sales growth in ~~our~~North ~~Europe~~ America and Asia ~~businesses~~of ~~due~~8.4% ~~mainly~~and 41.6%, respectively, when compared to ~~continued~~the ~~economic~~first ~~recovery~~quarter ~~and~~of ~~increased~~2004. ~~market~~Sales ~~successes~~in Europe decreased 1.1% ~~These~~when compared to last year, due to the economic ~~gains~~slow-down inof the ~~Connectivity~~European ~~segment~~manufacturing ~~were~~environment ~~partially~~with ~~offset~~many byof ~~$2.8~~our ~~million~~customers in ~~lower~~this ~~revenue~~region ~~from~~shut adown earlier than normal for ~~North~~the ~~American~~holidays. ~~OEM~~While ~~account~~we instarted the ~~data~~fiscal ~~communication~~year ~~industry.~~slowly in Europe we now see a strong demand for our products worldwide. Connectivity sales represented 7175.8% of our total ~~third~~first quarter sales, which reflects our continued focus on the growth of this segment. Electrical sales were $1411.98 million in the quarter ended ~~June~~January 261, ~~2004~~2005 and $12.80 million in the same quarter last year, a 152.90% ~~increase~~decrease. This ~~increase~~decrease was due mainly to the ~~strong~~decrease ~~performance~~in ofindustrial ~~our~~product ~~U.S.~~sales ~~Electrical~~after the migration of production to ~~business~~Juarez, ~~which~~Mexico ~~was~~and ~~partially~~the ~~offset~~sale byof ~~$0.8~~a ~~million~~product line in the first quarter of ~~lost~~2004. ~~revenue~~Electrical ~~from~~sales ~~the~~represented ~~divestiture~~24.2% of ~~two Aero-Motive~~our ~~product~~2005 ~~lines~~first quarter sales.

SALES BY REGION In the United States, sales were $2826.86 million in the ~~third~~first quarter of fiscal ~~2004~~2005 compared to $2625.6 million in the ~~third~~ first quarter of ~~2003~~2004. We recorded 45% and 43% of our revenues in foreign currencies during the ~~third~~first quarters of fiscal ~~2004~~2005 and ~~2003~~2004, respectively. Our international revenue was up 1812.78% in the ~~third~~first quarter of fiscal ~~2004~~2005 when compared to last year. This increase was mainly due to the strong operating performance ~~of our businesses~~ in ~~Europe~~Japan and ~~Asia~~Canada and the favorable impact from foreign exchange rate changes. In constant dollars, sales in ~~Asia~~Japan and ~~Europe~~ Canada increased 5343.08% and 713.60%, respectively, when compared to the ~~third~~ first quarter of ~~2003~~2004. In constant dollars North American sales increased 94.02% in the ~~third~~first quarter of ~~2004~~2005 even with the ~~divestiture~~2.0% decrease ofin ~~the~~our ~~two~~Electrical ~~Aero-Motive~~segment ~~product~~sales. ~~lines~~In ~~and~~constant ~~the~~dollars ~~lower~~European ~~revenue~~sales ~~from~~decreased 1.1% with decreases in the ~~data~~U.K ~~communication~~and ~~customer~~Italy of 10.9% and 3.3%, respectively. These decreases were partially offset by an increase in Germany of 14.1%.

BACKLOG The backlog of unfilled orders stood at $1819.80 million at the end of this quarter as compared to $1517.3 7 million a year ago, which translates to 2325 and 2124 average days of sales for the ~~third~~ first quarters of ~~2004~~2005 and ~~2003~~2004, respectively. ~~This~~Our backlog has improved 22.4% ~~increase~~compare into ~~backlog~~the is2004 ~~consistent~~year-end ~~with~~levels ~~our improved~~of ~~business~~$15.5 ~~trends~~million.

1615

GROSS PROFIT Gross profit as a percent of sales was 3834.4% in the ~~third~~first quarter of fiscal ~~2004~~2005 ~~and~~down 352.6%2 points from last years gross profit ~~year~~of 36.6%. WeThis ~~are~~decrease ~~starting~~in gross profit is wholly attributable to ~~show~~issues ~~improvements~~that were experienced in our ~~gross~~Electrical ~~margins~~segment. asThere were several small issues that occurred during the quarter but when combined had a significant impact on our ~~efficiencies~~gross ~~and~~profit. ~~sourcing~~First, ~~programs~~costs ~~gain~~associated ~~traction~~with ~~and~~the launch of our new Electrical consumer product, ~~mix~~including ~~improves.~~the ~~The~~freight ~~increased~~and ~~sales~~logistics ~~volume~~costs ~~also~~of ~~contributed~~getting tothe product from China to the ~~operating~~individual ~~efficiencies~~stores, atwere ~~our~~much ~~manufacturing~~higher ~~facilities~~than planned. ~~Decreases~~Second, infreight ~~our~~costs ~~LIFO~~associated ~~reserve~~with the final ~~requirement~~migration ~~increased~~of production to Juarez, Mexico continued to be higher than planned due to not changing our ~~gross~~supplier ~~profit~~base byfrom $0the Midwest.3 ~~million~~Finally, inwe ~~the~~had ~~third~~a ~~quarter~~temporary ofshift ~~fiscal~~towards ~~2004~~certain ~~compared to~~lower ~~$0.2~~margin ~~million~~lighting inproducts ~~the~~due ~~third~~to ~~quarter~~several oflarge ~~2003.~~one-time orders.

OPERATING EXPENSES Operating expenses were $16.65 million in the ~~third~~first quarter ~~2004~~2005 compared to $1415.36 million in the ~~third~~ first quarter of ~~2003~~2004. These expenses were 3133.59% of sales in the ~~third~~first quarter of ~~2004~~2005 compared to last year’s 3034.65%. ~~Operating~~This ~~expenses~~decrease inas ~~the~~a ~~third~~percentage ~~quarter~~ of ~~2004 included a restructuring~~ ~~charge~~sales ofwas ~~$0.1~~due ~~million,~~to ~~which~~the ~~included~~increased asales $0levels.3 ~~million~~Operating ~~pension~~expenses ~~settlement charge compared to restructuring charges of $1.2 million~~ in the ~~third~~first quarter of ~~fiscal~~2004 ~~2003.~~included ~~These~~a restructuring charge of ~~charges~~$0.6 ~~relate~~million related to the migration of operations from our Aero-Motive subsidiary to Juarez, Mexico. ~~The Aero-Motive restructuring program is almost complete with 2004 year to date charges of $1.2 million.~~ Exchange rate changes increased operating expenses by $0.37 million when compared to the ~~second~~ first quarter of ~~2003~~2004. Also contributing to ~~this~~the increase compared to the first quarter of 2004 was the planned investment in sales and marketing initiatives, which includes the hiring of additional experienced sales professionals in North America. Although these initiatives were started during quarter 1 of 2004, the full effect on expense was not realized until the second half of the year. Contributing to the year over year increase was a $0.7 8 million credit in the ~~third~~ first quarter of ~~2003~~2004 resulting from the reduction in our liability for retiree medical benefits.

SEGMENT OPERATING INCOME Income from operations in the ~~third~~first quarter of ~~2004~~2005 was $10.6 1 million in the Connectivity segment compared to $10.73 million in ~~2003~~ 2004. This decline was due to higher operating expenses, ~~which includes~~associated with the ~~operating~~investment ~~expense~~in ~~credit~~growth ~~related~~initiatives toand ~~retiree~~exchange ~~medical benefits recorded in 2003~~rate changes, which more than offset the benefit of higher revenue and ~~improved~~the small improvement in gross margins. The Electrical segment recorded income from operations in the ~~third~~first quarter of ~~2004~~2005 of $20.3 million compared to ~~$25 thousand~~ ~~in 2003. This increase was due mainly to the increased volume and productivity along with the~~ $1.0 .9 million ~~decrease~~ in ~~restructuring charges in the third quarter of~~ 2004 ~~when compared to the same period in 2003~~. ~~These~~This ~~increases~~decrease ~~were partially offset by the $0.8 million~~was ofdue ~~lost~~to ~~third quarter revenue that resulted from~~ the ~~divestiture~~gross ofprofit ~~the~~issues ~~two~~mentioned ~~Aero-Motive product lines~~earlier.

MISCELLANEOUS INCOME / EXPENSE ~~Other~~Miscellaneous ~~expense~~income in the ~~third~~first quarter of ~~2004~~2005 was $01.58 million compared to ~~other~~miscellaneous income of $1.5 9 million in the first ~~third~~ quarter of ~~2003~~2004. ~~This~~Miscellaneous ~~year~~income ~~over~~in ~~year~~the ~~change~~first quarter of 2005 was primarily due to ~~exchange~~ the $1.3 gain realized from exchange rate changes, ondue primarily to a U.S. ~~dollar~~Dollar denominated loan that our Canadian subsidiary used to acquire the assets of SST in early 1998. ~~Partially~~Also ~~offsetting~~included were earn-out fees of $0.3 million received for the ~~2003~~sale ~~other~~of ~~income~~the ~~related~~Aero-Motive toproduct line in the ~~exchange~~first quarter of 2004 and the gain ~~was~~of a $0.3 2 million ~~for~~from the sale of a ~~penalty~~small ~~associated~~product ~~with~~line in Germany. Miscellaneous income in the first quarter of 2004 consisted mainly of a ~~value~~$1.2 ~~added~~million ~~tax~~gain ~~ruling~~on inthe ~~Mexico~~sale of the Aero-Motive government hose reel product line and a $0.9 million gain realized from exchange rate changes on the U.S. Dollar loan.

NET INCOME Net income in the ~~third~~first quarter of ~~2004~~2005 was $1.62 million compared to $2.01 million in ~~2003~~2004. Our effective tax rate was 3422.50% and 2811.41% for the quarters ending ~~June~~January 261, ~~2004~~2005 and ~~June~~December 2827, 2003. The ~~relatively~~ low effective tax rate for the ~~third~~first quarter of ~~2003~~ 2005 was due mainly to the favorable tax treatment ofon the ~~capital~~exchange gain inon ~~Canada~~the U.S. ~~Since~~dollar ~~most~~loan held by our Canadian subsidiary. The low effective tax rate for the first quarter of 2004 was due mainly to the ~~product~~utilization ~~costs~~of ~~and~~a ~~operating~~capital ~~expenses~~loss incarryforward (which ~~our~~previously ~~foreign~~had ~~subsidiaries~~a ~~are~~valuation ~~incurred~~allowance inreported ~~local~~against ~~currencies~~it) to offset $0.4 million of tax on capital gains from the Aero-Motive product line sale, the ~~impact~~tax oftreatment on the exchange gain on the U.S. dollar loan and the change in the effective Canadian tax rate ~~changes~~(due to a change in tax legislation) on ~~reported~~ ~~net~~deferred ~~income~~tax ~~was~~assets, ~~partially~~which ~~mitigtated~~resulted in a tax benefit of $0.2 million.

~~Nine~~16 ~~months fiscal 2004 results compared with nine months fiscal 2003 results~~

SALES SalesFinancial for the nine months ended June 26Condition, 2004Liquidity were $148.6 million an increase of 10.3% compared to sales of $134.7 million for the nine months ended June 28, 2003. This increase was due mainly to the strengthening business climate that started to occur in the first quarter and theCapital positive effects from changes in exchange rates. The $3.4 million of lost revenue from the divestiture of the two Aero-Motive product lines and the loss of a portion of a North American OEM account in the data communication industry, which represented a $6.0 million reduction in revenue, partially offset the increases. For the first nine months of 2004 Connectivity sales were $107.3 million, a 13.9% increase over the $94.3 million in sales reported for the first nine months of 2003. Favorable foreign exchange rates accounted for $7.0 million of this increase but we also experienced solid growth in the Germany, Italy and Japan. Connectivity sales represented 72.2% of our total sales for the first nine months of 2004 Resources

At January 1, 2005 we had $17.1 million in cash and short-term investments, up from $16.7 million at year-end October 2, 2004. This slight increase in cash was due mainly to our operating cash flow of $3.6 million, which was partially offset by spending for property, plant and equipment and our quarterly dividend.

~~compared~~Working tocapital ~~70.0%~~in ~~for~~ the ~~same~~first ~~period~~quarter ~~last year,~~of ~~which~~2005 ~~reflects our~~ increased ~~focus~~to on$55.5 ~~the~~million compared ~~continued~~to ~~growth~~$52.8 ofmillion ~~this~~at ~~segment.~~October ~~Electrical~~2, ~~sales were $41~~2004.3 ~~million~~This ~~for~~increase ~~the~~in ~~nine~~working ~~months~~capital ~~ended~~was ~~June~~due ~~26,~~mainly ~~2004~~to ~~and~~the ~~$40.5~~increase ~~million~~in ~~last year~~inventory, ~~a 2.0%~~which ~~increase.~~is ~~This~~the ~~increase~~result ~~was~~of ~~due~~higher ~~mainly~~sales toand the ~~strong~~exchange ~~performance~~rate ofeffects on our Uforeign assets.S. ~~Electrical~~Also ~~business, which~~contributing ~~was~~to ~~partially~~this ~~offset~~increase bywas ~~$3.4 million~~the decrease ofin ~~lost~~accrued ~~revenue~~expenses ~~from~~due mainly to the ~~divestiture~~payment of ~~two Aero-Motive~~2004 ~~product~~bonus ~~lines~~and profit sharing.

~~SALES~~We BYcontinue ~~REGION In the United States, sales were $82.5 million for the nine months ended June 26, 2004 compared~~ to ~~$81.2~~invest ~~million for the nine months ended June 28, 2003. We recorded 44% and 40% of our revenues~~ in ~~foreign~~ ~~currencies~~property ~~during the first nine months of 2004~~ and ~~2003~~equipment, ~~respectively.~~including ~~Our~~new ~~international~~machinery, ~~revenue~~computer ~~was~~systems upand 23facilities.6% inFor the first ~~nine~~three months of ~~fiscal~~2005 ~~2004~~we ~~when~~invested ~~compared to last year~~$2.0 ~~This increase~~million ~~was mainly due to the strong operating performance of our businesses~~ in ~~Europe and Asia and the favorable impact from foreign exchange rate changes. In constant dollars~~property, ~~sales~~plant ~~in Europe~~ and equipment ~~Asia~~compared ~~increased~~to 9$1.~~7% and 34.~~8%, ~~respectively,~~million ~~while~~in ~~North American sales increased 1.9% despite~~ the ~~lost~~ ~~revenue~~first ~~from~~three ~~the~~months ~~data communications business and the divestiture~~ of ~~the two Aero-Motive product lines~~2004.

~~GROSS~~Our ~~PROFIT Gross~~cash ~~profit~~and asshort-term ainvestments ~~percent~~are ofavailable ~~sales was 37.7%~~ for ~~the~~strategic ~~first~~investments, acquisitions, ~~nine~~and ~~months~~other ofpotential ~~fiscal~~cash ~~2004~~needs ~~and~~that ~~36.6% last~~may ~~year~~arise. We ~~are~~believe ~~starting~~that toexisting ~~show~~cash ~~improvements~~and inshort-term ~~our~~investments, ~~gross margins as our efficiencies and~~together ~~sourcing~~with ~~programs~~funds ~~gain~~generated ~~traction~~from ~~and~~operations, ~~our~~will ~~product~~be ~~mix~~sufficient ~~improves. Increased sales volume also contributed~~ to ~~the~~meet ~~operating efficiencies at~~ our ~~manufacturing~~operating ~~facilities.~~requirements ~~Decreases~~through ~~in our LIFO reserve requirement increased our gross profit by $0.6 million in~~ the ~~first~~current ~~nine months of~~ fiscal ~~2004~~ ~~compared to an increased gross margin due to LIFO of $0.4 million last~~ year.

~~OPERATING~~At ~~EXPENSES Operating~~January ~~expenses~~1, ~~were~~2005 we had $4930.09 million ~~in the first nine months~~ of ~~2004~~long-term ~~compared~~debt tooutstanding ($425.~~4 million~~7 inmillion ~~the~~shown ~~first~~as ~~nine~~current ~~months~~debt) ofand ~~2003.~~we ~~These~~had ~~expenses~~unused ~~were~~credit ~~33.0%~~facilities ofthat ~~sales~~provide infor ~~2004~~additional ~~compared~~borrowings of up to ~~last year’s~~$25.0 31million.~~5%.~~ On ~~Operating~~April ~~expenses~~28, ~~include~~2004 awe ~~restructuring~~entered ~~charge~~into ofa ~~$1.2~~new ~~million~~three-year ~~related~~revolving tocredit ~~the migration~~agreement ofwith our ~~operations~~existing ~~from~~bank ~~our~~that ~~Aero-Motive~~will ~~subsidiary~~continue to ~~Juarez,~~provide for ~~Mexico~~borrowings inup ~~for~~to ~~the~~$25.0 ~~nine~~million ~~months ended~~at ~~June~~the ~~26,~~bank’s ~~2004~~prime ~~and~~or ~~June~~offered ~~28, 2003~~rate. ~~Exchange~~This ~~rate~~agreement ~~changes~~will ~~increased~~expire ~~operating~~on ~~expenses~~April by28, $22007.2 This ~~million~~new ~~when~~revolving ~~compared~~credit toagreement ~~the~~states ~~first~~that ~~nine~~the ~~months~~maximum ratio of ~~2003.~~debt ~~Also~~to ~~contributing~~EBITDA, toas ~~this~~defined, ~~increase~~shall ~~was~~be ~~the planned~~no ~~investment~~greater inthan ~~sales~~2.5 to 1.0 and ~~marketing~~minimum ~~initiatives,~~interest ~~which~~coverage ~~includes~~ratio, ~~the~~as ~~hiring~~defined, ofshall ~~additional experienced~~be ~~sales~~no ~~professionals~~less inthan ~~North~~2.5 ~~America~~to 1.0. ~~This~~We ~~investment~~are ~~also~~in ~~includes~~compliance awith ~~branding~~all ~~study~~provisions ~~to maximize~~of our funding ~~brand~~agreement. ~~name,~~At ~~the~~January ~~implementation~~1, of2005 aand ~~new~~October ~~E-Catalog~~2, ~~the~~2004 ~~improvement~~we ofhad ~~our~~no ~~marketing tools~~short-term ~~and programs to increase customer awareness~~borrowings.

~~SEGMENT~~We ~~OPERATING~~do ~~INCOME Income~~not ~~from~~have ~~operations~~any ~~for~~exposures ~~the nine months ended June 26, 2004 was $2.6 million in the Connectivity segment compared~~ to ~~$3.2~~off-balance ~~million~~sheet ~~in 2003. This decline was due to the mix shifts and higher operating expenses~~arrangements, ~~which includes the investment in the new marketing initiatives and an~~including ~~increased~~special ~~sales~~purpose force. The Electrical segment recorded income from operations in the first nine months of 2004 of $5.0 million compared to $3.5 million in 2003. This increase was due mainly to the increased volume in our Electrical businessentities, ~~which~~or ~~was~~activities ~~partially offset by the $3.4 million of lost revenue~~ that ~~resulted~~include ~~from~~non-exchange-traded ~~the~~contracts ~~divestiture~~accounted offor ~~the~~at ~~two~~fair ~~Aero-Motive product lines~~value.

MISCELLANEOUSContractual INCOME Other income in the first nine months of 2004 was $1.0 million and consisted mainly of the $1.2 million gain on the sale of the Aero-Motive government hose reel product line. Other income for the first nine months of 2003 was $2.6 million and consisted mainly of a $3.1 million gain realized from exchange rate changes on a U.S. dollar loan that a Canadian subsidiary used to acquire the assets of SST in early 1998. Partially offsetting this gain was a $0.3 million penalty for a value added tax ruling in Mexico and a $0.6 million loss from foreign exchange in our Canadian operations. Obligations

~~DISCONTINUED~~Our ~~OPERATIONS In~~contractual ~~the~~obligations ~~first~~for ~~quarter~~long-term ofdebt, ~~2003~~purchase weobligations, ~~sold~~capital leases ~~our~~and ~~AKAPP~~operating ~~operations~~leases ~~for~~on ~~$4.9~~the ~~million~~balance insheet ~~cash.~~remained ~~This~~substantially ~~sale resulted~~unchanged inas ~~a gain~~ of ~~$0.7~~January ~~million~~1, ~~and~~2005 ~~was recorded as Income~~ from ~~Discontinued~~the ~~Operations.~~amounts ~~The~~disclosed ~~results~~as of ~~operations~~October ~~related~~2, to2004 ~~AKAPP~~in ~~for~~our ~~fiscal~~Form ~~2003 have also been recorded as Income from Discontinued Operations~~10-K.

18Contingent Liabilities and Environmental Matters

~~NET~~Our ~~INCOME Net~~operations ~~income~~are insubject ~~the first nine months of 2004 was $4.6 million compared~~ to ~~$5.7~~international, ~~million~~federal, instate ~~2003.~~and local ~~Our~~environmental ~~effective~~laws ~~tax rate on continuing operations was 26.5%~~ and 30regulations.2% ~~for~~We ~~the~~are ~~first~~party ~~nine~~to ~~months~~an ~~of 2004~~environmental ~~and 2003~~matter, ~~respectively.~~which ~~The~~obligates ~~decrease~~us into ~~our~~investigate, ~~effective~~remediate ~~tax~~or mitigate ~~rate for~~ the ~~first~~effects ~~nine~~on ~~months~~the environment of ~~2004~~ ~~was due mainly to~~ the ~~first~~release ~~quarter utilization~~ of ~~capital~~certain ~~loss~~substances ~~carryforwards~~at ~~(which~~one ~~previously had~~of aour ~~valuation~~manufacturing ~~allowance reported against them) to offset $0~~facilities.4 ~~million~~It inis possible ~~tax~~that onthis ~~capital~~matter ~~gains~~could ~~from the~~affect ~~Aero-Motive~~cash ~~product~~flows ~~line sale~~ and ~~the~~results ~~change~~of inoperations. ~~the~~For ~~effective~~additional ~~Canadian~~details ~~tax~~on ~~rate~~the ~~(due~~environmental ~~to a change~~exposure, insee ~~tax~~Part ~~legislation)~~II on– ~~deferred~~Other ~~tax~~Information: ~~assets,~~Item ~~which~~1 ~~resulted~~– inLegal ~~a tax benefit of $0~~Proceedings.1 ~~million.~~

FinancialCritical Condition,Accounting Liquidity and Capital Resources Policies

AtThe ~~June~~preparation ~~26,~~of ~~2004~~this weQuarterly ~~had~~Report ~~$22.8~~requires ~~million~~management’s ~~in cash~~judgment ~~and~~to ~~short-term~~make ~~investments,~~estimates upand ~~from~~assumptions ~~$22.5~~that ~~million~~affect atthe ~~year-end~~reported ~~September~~amounts ~~27,~~of ~~2003.~~assets ~~This~~and ~~slight increase~~liabilities, indisclosure ~~cash~~of ~~was~~contingent ~~due~~assets ~~mainly~~and liabilities toat ~~our~~the ~~operating~~dates ~~cash flow~~ of ~~$8.9~~the ~~million,~~financial ~~which~~statements ~~includes~~and the ~~impact~~ ~~from~~reported ~~the~~amounts ~~sale~~ of ~~our~~revenues ~~Aero-Motive~~and ~~product~~expenses ~~line~~during ~~offset~~the byreporting period. ~~spending~~There ~~for~~can ~~inventory,~~be ~~property, plant~~no ~~and~~assurance ~~equipment~~that ~~and~~actual ~~our~~results ~~quarterly~~will ~~dividend~~not differ from those estimates.

~~Working~~Our ~~capital~~significant inaccounting ~~the~~policies ~~first~~are ~~nine~~described ~~months~~in ofthe Management’s ~~2004~~Discussion ~~increased~~and toAnalysis ~~$54.8~~of ~~million~~Financial ~~compared~~Condition toand ~~$48.2~~Results ~~million~~of atOperation ~~September 27, 2003. This increase~~ in ~~working~~ ~~capital~~our ~~was~~Form ~~due~~10-K ~~mainly~~for to the ~~increase~~year inended ~~accounts~~October ~~receivable~~2, ~~which~~2004. ~~were the result of~~There ~~increased~~have ~~sales~~been ~~levels,~~no ~~increased~~significant ~~inventory~~changes ~~levels~~ to ~~meet~~those ~~increased~~accounting ~~sales~~policies ~~and~~subsequent ~~the~~to ~~favorable exchange~~October ~~rate~~2, ~~effects on our foreign assets~~2004.

We17 continue to invest in property and equipment, including new machinery, computer systems and facilities. For the first nine months of 2004 we invested $6.6 million in property, plant and equipment compared to $3.3 million in the first nine months of 2003.

Our cash and shortFORWARD-termLOOKING investments are available for strategic investments, acquisitions, and other potential cash needs that may arise. We believe that existing cash and short-term investments, together with funds generated from operations, will be sufficient to meet our operating requirements through the current fiscal year. STATEMENTS

AtThe ~~June~~Securities ~~26,~~and ~~2004~~Exchange weCommission ~~had~~encourages ~~$36.6~~companies ~~million~~to ofdisclose ~~long~~forward-~~term~~looking ~~debt~~information, ~~outstanding~~so ~~($5.7~~that ~~million~~investors ~~shown~~can asbetter ~~current~~understand ~~debt)~~a ~~and~~company’s wefuture ~~had~~prospects, ~~unused~~and ~~credit~~make ~~facilities~~informed ~~that~~investment ~~provide~~decisions. ~~for~~This ~~additional~~report, ~~borrowings~~and ofother upwritten toand ~~$25.0~~oral ~~million.~~statements Onthat ~~April~~we ~~28,~~make ~~2004~~from wetime ~~entered~~to ~~into~~time, ~~a new~~contain ~~three~~forward-~~year~~looking statements ~~revolving~~within ~~credit~~the ~~agreement~~meaning ~~with~~of ~~our~~the ~~existing~~Private ~~bank~~Securities ~~that~~Litigation ~~will~~Reform ~~continue~~Act toof ~~provide~~1995. ~~for borrowings~~Such upstatements toset ~~$25.0~~out ~~million~~anticipated atresults based ~~the~~on ~~bank~~management’s ~~prime~~plans orand ~~offered rate~~assumptions. ~~This~~We ~~agreement~~have ~~will~~tried, ~~expire on~~wherever ~~April 28~~possible, ~~2007.~~to ~~This~~identify ~~new~~such ~~revolving~~statements ~~credit~~by ~~agreement~~using ~~states that the maximum ratio of debt to~~words ~~EBITDA,~~such as ~~defined~~“anticipate”, ~~shall~~“estimate”, be“expect”, no“plan”, ~~greater~~“believe”, ~~than~~and ~~2.5~~words ~~to 1.0~~ and terms ~~minimum~~of ~~interest~~similar ~~coverage ratio~~substance, ~~as defined, shall be no less than 2.5 to 1.0. We are~~ in ~~compliance~~connection with ~~all~~any ~~provisions~~discussion of ~~our~~future ~~funding agreement.~~operating Ator ~~June~~financial ~~26, 2004 and September 27, 2003 we had no short-term borrowings~~performance.

We docannot ~~not~~guarantee ~~have~~that any ~~exposures~~forward-looking tostatement ~~off-balance sheet~~will ~~arrangements~~be realized, although ~~including~~we ~~special~~believe ~~purpose~~we ~~entities,~~have orbeen ~~activities~~prudent ~~that~~in ~~include non-exchange-traded~~our ~~contracts~~plans ~~accounted~~and ~~for~~assumptions. atAchievement ~~fair~~of ~~value~~future results is subject to risks, uncertainties, and inaccurate assumptions.

~~Contingent~~In ~~Liabilities~~particular, such risks include statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, general economic and ~~Environmental~~business ~~Matters~~ conditions, currency fluctuations, and competition.

~~Our~~International-based ~~operations~~revenues ~~are~~and ~~subject~~substantial to international~~, federal,~~ ~~state~~assets ~~and~~result ~~local~~in our ~~environmental~~exposure ~~laws~~to ~~and~~currency ~~regulations~~exchange rate fluctuations. We ~~are~~continue ~~party~~ to anevaluate ~~environmental matter,~~the ~~which~~economic ~~obligates~~and usoperational toimpact ~~investigate,~~of ~~remediate~~all orforeign currencies, ~~mitigate~~including ~~the~~its ~~effects~~impact on ~~the~~competition, ~~environment~~pricing, ~~of the~~and ~~release~~foreign ofcurrency ~~certain~~exchange ~~substances at one of our manufacturing facilities~~risks. ItThere is ~~possible~~no ~~that~~guarantee, ~~this~~however, ~~matter~~that ~~could~~all ~~affect~~problems ~~cash~~have ~~flows~~been foreseen and ~~results of operations. For additional details on the environmental exposure~~corrected, ~~see~~or ~~Part~~that IIno –material ~~Other~~disruption ~~Information:~~will ~~Item~~occur 1in –our ~~Legal Proceedings~~businesses.

~~Critical~~Growth ~~Accounting~~in ~~Policies~~ costs and expenses, changes in product mix, and the impact of acquisitions, restructuring, divestitures and other unusual items that could result from evolving business strategies could affect future results. Changes in the U.S. tax code and the tax laws in other countries can affect our net earnings. Claims have been brought against us and our subsidiaries for various legal, environmental, and tax matters, and additional claims arise from time to time. It is possible that our cash flows and results of operations could be affected by the resolution of these matters.

~~The~~Should ~~preparation~~known ofor ~~this~~unknown ~~Quarterly~~risks ~~Report requires~~or ~~management’s~~uncertainties ~~judgment~~materialize, toor ~~make~~should underlying ~~estimates and~~ assumptions ~~that~~prove ~~affect the reported amounts of assets and liabilities~~inaccurate, ~~disclosure~~actual ofresults ~~contingent~~could ~~assets~~vary ~~and~~materially ~~liabilities~~from atthose ~~the~~anticipated, ~~dates~~estimated ~~of the~~or ~~financial statements and the reported amounts of revenues and expenses during the reporting period~~projected. Investors ~~There~~should ~~can~~bear bethis noin ~~assurance~~mind ~~that~~as ~~actual~~they ~~results~~consider ~~will~~forward-looking ~~not differ from those estimates~~statements.

~~Our~~This ~~significant~~discussion ~~accounting~~of ~~policies~~potential ~~are described~~risks inand ~~the~~uncertainties ~~Management’s~~is ~~Discussion~~by ~~and~~no ~~Analysis~~means ofcomplete but ~~Financial~~is ~~Condition~~designed ~~and~~to ~~Results~~highlight ~~of Operation~~important infactors that may impact our ~~Form 10~~outlook. We undertake no obligation to publicly update forward-Klooking ~~for~~statements, ~~the~~whether ~~year~~as ~~ended~~a ~~September 27~~result of new information, ~~2003.~~future ~~There~~events, ~~have~~or ~~been~~otherwise. no

1918

significantItem changes3 to– thoseQuantitative accounting policiesand subsequentQualitative toDisclosures Septemberabout 27,Market 2003. Risk

~~FORWARD-LOOKING~~In ~~STATEMENTS~~ our global operating activities and in the normal course of our business, we are exposed to changes in foreign currency exchange rates, which may adversely affect our results of operations and financial condition. We seek to minimize those risks through our regular operating activities and, when deemed appropriate, through the use of derivative financial instruments. We use financial instruments to selectively hedge our foreign currency risk and do not use financial instruments for speculative purposes.

~~The~~In ~~Securities~~1998 ~~and~~we ~~Exchange~~entered ~~Commission encourages~~into ~~companies to disclose forward-looking information, so that investors can better understand~~ a ~~company’s~~foreign ~~future~~currency ~~prospects,~~swap ~~and~~agreement ~~make~~with ~~informed~~an ~~investment~~AA- ~~decisions. This report,~~rated ~~and~~counter-party ~~other~~to ~~written~~hedge ~~and~~a ~~oral~~portion ~~statements~~of ~~that~~our wecash ~~make~~flows from ~~time~~our toItalian ~~time,~~subsidiary. ~~contain~~We ~~forward-looking statements~~base ~~within~~ the ~~meaning~~fair ofvalue ~~the~~for ~~Private~~our ~~Securities~~cross-currency ~~Litigation Reform Act of 1995. Such~~swap ~~statements set out anticipated results based~~ on ~~management’s~~the ~~plans~~total ~~and~~cost ~~assumptions.~~estimate ~~We have tried, wherever possible,~~ to ~~identify~~terminate ~~such~~the ~~statements~~agreement. byThe ~~using~~fair ~~words~~value ~~such~~of asthe ~~“anticipate”, “estimate”,~~swap ~~“expect”,~~at ~~“plan”,~~January ~~“believe”~~1, ~~and~~2005 ~~words~~was ~~and~~recorded ~~terms of~~as ~~similar~~a ~~substance, in connection with any discussion of future operating or financial~~$1.3 ~~performance~~million liability.

We$30.9 ~~cannot~~million ~~guarantee~~of ~~that~~our ~~any forward~~long-~~looking statement~~term ~~will~~debt beis ~~realized,~~denominated ~~although~~in weU.S. ~~believe~~Dollars weand carries ~~have~~fixed ~~been~~interest. ~~prudent~~We inbase the fair value of our ~~plans~~long-term ~~and~~debt ~~assumptions~~on market, or dealer quotes. The difference between fair and ~~Achievement~~carrying values of ~~future~~our ~~results~~financial isinstruments, ~~subject~~other tothan ~~risks,~~the ~~uncertainties~~swap, ~~and~~were ~~inaccurate~~not ~~assumptions~~material at the balance sheet dates.

InItem particular,4 such– risksInternal includeControls statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, general economic and business conditions, currency fluctuations, and competition. Procedures

~~International-based~~We ~~revenues~~maintain disclosure controls and ~~substantial~~procedures that are designed to ensure ~~international~~that ~~assets~~information ~~result~~required to be disclosed in our ~~exposure~~filings tounder ~~currency~~the ~~exchange~~Securities ~~rate~~Exchange ~~fluctuations.~~Act Weof ~~continue~~1934 tois recorded, processed, ~~evaluate~~summarized and reported within the ~~economic~~periods ~~and~~specified ~~operational~~in ~~impact~~the rules and forms of ~~all~~the ~~foreign~~Securities ~~currencies~~and Exchange Commission. This information is accumulated and communicated to our management, including ~~its~~our ~~impact~~principal onexecutive officer and principal financial ~~competition~~officer, ~~pricing~~as appropriate, ~~and~~to ~~foreign~~allow ~~currency~~timely ~~exchange~~decisions ~~risks.~~regarding ~~There~~required isdisclosures. noOur ~~guarantee~~management, ~~however,~~including ~~that~~our ~~all~~principal ~~problems~~executive ~~have~~officer ~~been~~and ~~foreseen~~our ~~and~~principal ~~corrected~~financial officer, orrecognizes that noany ~~material~~set ~~disruption~~of ~~will~~controls ~~occur~~and inprocedures, ~~our~~no matter how well ~~businesses~~designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

~~Growth~~Under inthe ~~costs~~supervision and ~~expenses,~~with ~~changes in product mix, and~~ the ~~impact~~participation of ~~acquisitions,~~our ~~restructuring~~management, ~~divestitures and other unusual items~~including ~~that~~our ~~could~~principal ~~result~~executive ~~from~~officer ~~evolving~~and ~~business~~principal ~~strategies~~financial ~~could~~officer, ~~affect~~we ~~future~~conducted ~~results.~~an ~~Changes~~evaluation inof ~~the~~our ~~U.S. tax~~disclosure ~~code~~controls and procedures ~~the~~within ~~tax~~90 ~~laws~~days inof ~~other~~the ~~countries~~filing ~~can~~date ~~affect~~of ~~our~~this ~~net earnings~~report. ~~Claims~~Based ~~have~~on ~~been~~this ~~brought against~~evaluation, ~~us and~~ our ~~subsidiaries~~principal ~~for~~executive ~~various~~officer ~~legal,~~and principal ~~environmental,~~financial ~~and~~officer ~~tax~~concluded ~~matters,~~that ~~and~~our ~~additional claims~~disclosure ~~arise~~controls ~~from~~and ~~time~~procedures toare ~~time.~~effective Itin isalerting ~~possible~~them ~~that~~on ~~our~~a ~~cash~~timely ~~flows~~basis to ~~and~~material ~~results~~information ofrequired ~~operations~~to ~~could~~ be ~~affected~~disclosed byin ~~the~~our ~~resolution~~periodic ~~of these matters~~filings.

~~Should~~There ~~known~~were orno ~~unknown~~significant ~~risks~~changes orin ~~uncertainties materialize,~~our orinternal ~~should~~controls ~~underlying~~or ~~assumptions~~in ~~prove~~other factors ~~inaccurate,~~that ~~actual results~~ could ~~vary~~significantly ~~materially from~~affect ~~those~~these ~~anticipated,~~controls ~~estimated~~subsequent orto ~~projected.~~the ~~Investors~~date ~~should~~of ~~bear~~the ~~this~~evaluation referenced in ~~mind~~the ~~as they consider~~foregoing ~~forward-looking statements~~paragraph.

~~This~~19 discussion of potential risks and uncertainties is by no means complete but is designed to highlight important factors that may impact our outlook. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.

20PART II – OTHER INFORMATION

Item 31 – QuantitativeLegal and Qualitative Disclosures about Market Risk Proceedings

InWe ~~our~~are ~~global~~subject ~~operating~~to ~~activities~~federal and instate ~~the normal~~hazardous ~~course~~substance ofcleanup ~~our~~laws ~~business,~~that impose weliability ~~are~~for ~~exposed~~the tocosts ~~changes~~of incleaning ~~foreign~~up ~~currency~~contamination ~~exchange~~resulting ~~rates,~~from ~~which may~~past ~~adversely~~spills, ~~affect~~disposal ~~our~~or ~~results~~other releases of ~~operations~~hazardous substances. ~~and~~In ~~financial~~this ~~condition.~~regard, Wewe ~~seek~~have incurred, and expect to ~~minimize~~incur, ~~those risks~~assessment, ~~through~~remediation ~~our~~and ~~regular~~related ~~operating~~costs ~~activities~~at ~~and,~~one ~~when~~of ~~deemed~~our facilities. ~~appropriate~~In 1991, ~~through~~we ~~the~~reported ~~use~~to ~~of derivative~~state ~~financial~~regulators ~~instruments.~~a Werelease ~~use~~at ~~financial~~that ~~instruments~~site tofrom ~~selectively~~an ~~hedge~~underground ~~our~~storage ~~foreign~~tank (“UST”). ~~currency~~The ~~risk~~UST and docertain ~~not~~contaminated ~~use~~soil ~~financial~~subsequently ~~instruments~~were ~~for~~removed ~~speculative~~and ~~purposes~~disposed of at an off-site disposal facility.

InWe ~~1998~~have webeen ~~entered~~conducting ~~into~~an ainvestigation ~~foreign~~of ~~currency~~soil ~~swap agreement~~and groundwater at the site with anoversight ~~AA-~~by ~~rated~~the ~~counter-party~~state Department of Environmental Quality (“DEQ”). The investigation indicates that, unrelated to the ~~hedge~~UST release, additional soil and groundwater at the site have been impaired by chlorinated solvents, including tetrachloroethane and trichloroethylene, and other compounds. Also, our investigation revealed that the previous owners of the site had used a portion of ~~our~~the ~~cash~~site ~~flows~~as ~~from~~a ~~our~~disposal ~~Italian subsidiary~~area. We ~~base~~have remediated the ~~fair~~soils ~~value~~in ~~for~~this ~~our~~area ~~cross-currency~~but ~~swap~~we believe that it is a source of contamination of groundwater, both on-site and off-site. Our investigation indicates that there were releases by the previous ~~total~~owners ~~cost~~in ~~estimate~~areas toover which additions were subsequently built. These releases have impacted groundwater that has migrated ~~terminate~~off-site. We have implemented a groundwater remediation system for the ~~agreement~~on-site contamination. ~~The~~We ~~fair~~continue ~~value~~to ofmonitor and analyze conditions to determine the ~~swap~~continued atefficacy ~~June~~of ~~26,~~the ~~2004~~system. ~~was~~We ~~recorded~~also ashave implemented a $0groundwater remediation system for the off-site contamination.9 ~~million~~We continue to analyze other remedial alternatives for the off-site groundwater contamination and are ~~liability~~reviewing these alternatives with the DEQ.

~~$36.6~~We ~~million~~previously offiled ~~our~~a ~~long-term~~complaint ~~debt~~in isfederal district court seeking ~~denominated~~contribution infrom ~~U.S.~~the ~~Dollars~~previous owners of the site for the cost of the investigation and ~~carries~~remediation ~~fixed~~of ~~interest~~the site. We ~~base~~settled that litigation through a consent judgment against the ~~fair~~former ~~value~~owners. Also, we asserted claims against insurers of ~~our~~the ~~long-term~~former ~~debt~~owners onfor ~~market,~~the oramounts ~~dealer~~specified ~~quotes~~in the consent judgment. The ~~difference~~insurers ~~between~~denied ~~fair~~coverage and ~~carrying~~three ~~values~~ of ~~our~~them ~~financial~~filed a declaratory judgment ~~instruments,~~action ~~other~~to ~~than~~that effect against us in federal district court. In July 2004 the ~~swap,~~federal ~~were~~district ~~not~~court ~~material~~entered atan Order and Judgment on cross motions for summary disposition resolving the ~~balance~~claims ~~sheet~~in ~~dates~~favor of the insurers. We have filed an appeal to the U.S. Court of Appeals for the Sixth Circuit.

~~Item~~We 4have –a ~~Internal~~reserve ~~Controls~~for the $1.6 million of investigation and ~~Procedures~~remediation expenses we have estimated to be incurred over the next 14 years to address the environmental issue at our site in Michigan. We based our estimate on the future costs expected to be incurred to investigate, monitor and remediate the site. Our cost estimate continues to be subject to substantial uncertainty because of the extent of the contamination area, the variety and nature of geological conditions throughout the contamination area, changes in remediation technology and the state’s Department of Environmental Quality feedback. Funding this activity will come from operating cash flows and only changes to the reserve estimate will affect the results of operations.

We20 maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. This information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, including our principal executive officer and our principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

UnderItem the6 supervision– and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures within 90 days of the filing date of this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be disclosed in our periodic filings. Exhibits

~~There~~Exhibit ~~were~~31.1 noCertification ~~significant~~Pursuant ~~changes~~to inSection ~~our internal~~302 ~~controls~~of orthe inSarbanes-Oxley ~~other~~Act ~~factors~~of ~~that~~2002 ~~could~~signed ~~significantly~~by ~~affect~~Philippe ~~these~~Lemaitre ~~controls~~– ~~subsequent~~President ~~to the~~and ~~date of the evaluation referenced in the foregoing paragraph~~C. E.O.

21Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by Robert H. Fisher – Vice President, Finance and Chief Financial Officer.

~~PART~~Exhibit II32.1 –Certification ~~OTHER~~Pursuant ~~INFORMATION~~to ~~Item~~18 1U.S.C. –Section ~~Legal~~1350, ~~Proceedings~~as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

WeExhibit are subject to federal and state hazardous substance cleanup laws that impose liability for the costs of cleaning up contamination resulting from past spills, disposal or other releases of hazardous substances32.2 InCertification ~~this~~Pursuant ~~regard, we have incurred, and expect~~ to ~~incur,~~18 ~~assessment, remediation and related costs at one of our facilities~~U. ~~In 1991, we reported to state regulators a release at that site from an underground storage tank (“UST”)~~S.C. ~~The~~Section ~~UST~~1350, ~~and~~as ~~certain~~Adopted ~~contaminated~~Pursuant ~~soil~~to ~~subsequently~~Section ~~were~~906 ~~removed and disposed~~ of at anthe ~~off~~Sarbanes-~~site~~Oxley ~~disposal~~Act ~~facility.~~of 2002.

We21 have been conducting an investigation of soil and groundwater at the site with oversight by the state Department of Environmental Quality (“DEQ”). The investigation indicates that, unrelated to the UST release, additional soil and groundwater at the site have been impaired by chlorinated solvents, including tetrachloroethane and trichloroethylene, and other compounds. Also, our investigation revealed that the previous owners of the site had used a portion of the site as a disposal area. We have remediated the soils in this area but we believe that it is a source of contamination of groundwater, both on-site and off-site. Our investigation indicates that there were releases by the previous owners in areas over which additions were subsequently built. These releases have impacted groundwater that has migrated off-site. We have implemented a groundwater remediation system for the on-site contamination. We continue to monitor and analyze conditions to determine the continued efficacy of the system. We also have implemented a groundwater remediation system for the off-site contamination. We continue to analyze other remedial alternatives for the off-site groundwater contamination and are reviewing these alternatives with the DEQ.

WeSIGNATURES previously filed a complaint in federal district court seeking contribution from the previous owners of the site for the cost of the investigation and remediation of the site. We settled that litigation through a consent judgment against the former owners. Also, we asserted claims against insurers of the former owners for the amounts specified in the consent judgment. The insurers denied coverage and three of them filed a declaratory judgment action to that effect against us in federal district court. In July 2004 the federal district court entered an Order and Judgment on cross motions for summary disposition resolving the claims in favor of the insurers. We anticipate filing an appeal to the U.S. Court of Appeals for the Sixth Circuit.

WeUnder ~~have a reserve for~~ the ~~$1.2~~requirements ~~million~~ of ~~investigation~~ ~~and~~Section ~~remediation expenses we have estimated to be incurred over the next 14 years to~~13 ~~address~~or ~~the~~15(d) ~~environmental~~of ~~issue at our site in Michigan. We based our estimate on~~ the ~~future~~Securities ~~costs expected to be incurred to investigate, monitor~~ and ~~remediate~~Exchange ~~the~~Act ~~site. Our cost estimate continues to be subject to substantial uncertainty because~~ of ~~the extent of the contamination area~~1934, ~~the variety~~this ~~and~~report ~~nature~~was ofsigned ~~geological~~on ~~conditions~~behalf ~~throughout the contamination area, changes in remediation technology and the state’s Department~~ of ~~Environmental Quality feedback. Funding~~ ~~this activity will come from operating cash flows and only changes to~~ the ~~reserve~~Registrant ~~estimate~~by ~~will affect~~ the ~~results~~authorized ofpersons ~~operations~~below.

22WOODHEAD INDUSTRIES, INC.

~~PART~~Date: IIFebruary –9, ~~OTHER~~2005 ~~INFORMATION Item 6 – Exhibits and Reports on Form 8-K~~

ABY: /s/ Robert H. ~~Exhibits~~Fisher BY: /s/ Joseph P. Nogal Robert H. Fisher Joseph P. Nogal Vice President, Finance and C.F.O Vice President, (Principal Financial Officer) Treasurer/Controller (Principal Accounting Officer)

~~Exhibit~~22 ~~4 A Credit Agreement between the Registrant and Harris Trust and Savings Bank dated April 28, 2004.~~

Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by Philippe Lemaitre – President and C.E.O.

Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by Robert H. Fisher – Vice President, Finance and Chief Financial Officer.

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

B. Reports on Form 8-K

During the quarter just ended we filed an 8-K on April 30, 2004 releasing our second quarter 2004 earnings.

SIGNATURES

Under the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, this report was signed on behalf of the Registrant by the authorized persons below.

WOODHEAD INDUSTRIES, INC.Date: August 6, 2004
By:		/s/ Robert H. Fisher
	Robert H. FisherVice President, Finance and C.F.O.(Principal Financial Officer)
By:		/s/ Joseph P. Nogal
	Joseph P. NogalVice President, Treasurer/Controller (Principal Accounting Officer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Part I – FINANCIAL INFORMATION

Item 1 – Financial Statements

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Results of Operations

18Contingent Liabilities and Environmental Matters

FinancialCritical Condition,Accounting Liquidity and Capital Resources Policies

significantItem changes3 to– thoseQuantitative accounting policiesand subsequentQualitative toDisclosures Septemberabout 27,Market 2003. Risk

20PART II – OTHER INFORMATION

Item 31 – QuantitativeLegal and Qualitative Disclosures about Market Risk Proceedings

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

Item 2 – Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Filing Compare · WOODHEAD INDUSTRIES INC