10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

o 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 333-115267

ERICO INTERNATIONAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Ohio	34-0201460
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

30575 Bainbridge Road
Suite 300
Solon, Ohio 44139
(440) 349-2630
(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)

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 o No þ

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At November 2, 2005, the registrant had one outstanding share of common stock.

INDEX TO QUARTERLY REPORT

		Page No.
Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004		2
	Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 2005 and 2004		3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		22
Part II.	Other Information
Item 6.	Exhibits		23
Signatures			24
EX-10.1 Amendment No. 3
EX-10.2 Amendment No. 4
EX-31.1 302 Certification for CEO
EX-31.2 302 Certification for CFO
EX-32 906 Certification for CEO and CFO

1

PART 1. FINACIAL INFORMATION

Item 1. Financial Statements

ERICO International Corporation and Subsidiaries

Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)

	September 30,			December 31,
	2005			2004
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	8,009		$	2,321
Trade accounts receivable, net		65,218			50,485
Inventories, net		47,262			59,600
Other current assets		6,078			8,909
Total current assets		126,567			121,315
Property, plant and equipment, net		43,958			52,522
Goodwill		101,847			101,303
Other intangible assets, net		36,844			36,905
Other assets		10,085			10,676
Total assets	$	319,301		$	322,721
Liabilities and stockholder’s net investment
Current liabilities:
Trade accounts payable	$	26,736		$	26,422
Accrued compensation		14,870			13,446
Dividend payable		—			15,000
Other current liabilities		20,587			21,874
Total current liabilities		62,193			76,742
Long-term debt		152,175			152,175
Deferred income taxes		29,082			28,894
Other long-term liabilities		15,195			16,785
Stockholder’s net investment:
Common stock, par value $1.00 per share, 1,500,000 shares authorized, 1 share issued and outstanding		—			—
Parent company investment		63,323			46,699
Accumulated other comprehensive (loss) income		(2,667	)		1,426
Total stockholder’s net investment		60,656			48,125
Total liabilities and stockholder’s net investment	$	319,301		$	322,721

The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

ERICO International Corporation and Subsidiaries

Condensed Consolidated Income Statements (Unaudited)
(Dollars in thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Net sales	$	104,435	$	92,398	$	294,513	$	267,960
Cost of sales		65,318		59,468		188,408		171,608
Gross profit		39,117		32,930		106,105		96,352
Operating expenses		23,435		22,356		68,058		64,667
Operating income		15,682		10,574		38,047		31,685
Interest expense, net		3,658		3,927		11,443		11,274
Foreign exchange loss (gain), net		196		212		662		(181	)
Other expense		—		500		—		1,736
Income before income taxes		11,828		5,935		25,942		18,856
Provision for income taxes		4,207		2,349		9,318		7,426
Net income	$	7,621	$	3,586	$	16,624	$	11,430

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

ERICO International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)

	Nine Months Ended
	September 30,
	2005			2004
Operating activities
Net income	$	16,624		$	11,430
Depreciation and amortization		9,594			9,049
Other operating activities		(3,083	)		(10,558	)
Net cash provided by operating activities		23,135			9,921
Investing activities
Capital expenditures		(1,810	)		(2,024	)
Other investing activities		(559	)		(463	)
Net cash used in investing activities		(2,369	)		(2,487	)
Financing activities
Dividends paid		(15,000	)		(25,000	)
Net payments on revolving line of credit		—			(26,100	)
Proceeds from issuance of subordinated debt		—			121,500
Principal payments on long-term debt		—			(72,950	)
Financing fees paid		—			(5,582	)
Net cash used in financing activities		(15,000	)		(8,132	)
Effect of exchange rate changes on cash and cash equivalents		(78	)		15
Increase (decrease) in cash and cash equivalents		5,688			(683	)
Cash and cash equivalents at beginning of period		2,321			2,421
Cash and cash equivalents at end of period	$	8,009		$	1,738

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of ERICO International Corporation and subsidiaries (“ERICO” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read together with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on March 9, 2005. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been included. Certain prior year amounts have been reclassified to conform to the current year presentation. Operating results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

Nature of Operations: The Company is a wholly owned subsidiary of ERICO Holding Company (“Holding”), which is a wholly owned subsidiary of ERICO Global Company (“Global”), the Company’s ultimate parent. All activity associated with Holding and Global relates to the operations of the Company. Accordingly, all operating costs incurred by Holding and Global are reflected in the Company’s financial statements. In addition, in accordance with Staff Accounting Bulletin (“SAB”) No. 73, “Pushdown” Basis of Accounting Required in Certain Limited Circumstances, senior subordinated notes issued by Holding and outstanding through February 20, 2004, including related financing costs, have been “pushed down” and are reflected in the accompanying financial statements.

The Company is a leading designer, manufacturer and marketer of precision-engineered specialty metal products serving global niche product markets in a diverse range of electrical, commercial and industrial construction, utility and rail applications. The Company is headquartered in Solon, Ohio, USA with a network of sales locations serving more than 25 countries. The Company operates in one reportable segment.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of ERICO International Corporation and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.

Recently Issued Accounting Standards: In November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 151, Inventory Costs, an Amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material, and requires that such items be recognized as current-period charges regardless of whether they meet the “so abnormal” criterion outlined in ARB No. 43. SFAS No. 151 also introduces the concept of “normal capacity” and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. Unallocated overheads must be recognized as an expense in the period incurred. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. While we are still evaluating the impact of this statement, we do not currently believe it will have a material impact on our consolidated results of operations, financial position or cash flows.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which replaces the prior SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, awards of liability instruments will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. This new standard will become effective for the Company on January 1, 2006. While we are still evaluating the impact of this statement, we do not currently believe it will have a material impact on our consolidated results of operations, financial position or cash flows.

5

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

2. Inventories

Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The components of inventory are as follows:

	September 30,			December 31,
	2005			2004
Finished goods	$	37,672		$	51,439
Work in process		4,379			4,166
Raw materials		10,236			9,515
		52,287			65,120
Inventory reserves		(5,025	)		(5,520	)
Inventories, net	$	47,262		$	59,600

3. Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price paid over the fair value of the net assets acquired. Goodwill and indefinite-lived intangible assets are no longer amortized but are subject to annual impairment testing. Impairment exists when the carrying amount of goodwill or indefinite-lived intangible assets exceeds its fair value. The Company’s policy is to perform its annual impairment testing in the fourth quarter of each year, unless circumstances dictate the need for more frequent assessments. The 2004 annual impairment assessments confirmed that the fair value of the Company exceeded its carrying value, and no impairment loss recognition was required for goodwill or indefinite-lived intangible assets.

The following table displays the gross carrying amount, accumulated amortization amount and net carrying value for finite-lived intangible assets and indefinite-lived intangible assets:

	September 30, 2005
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net
Finite-lived intangible assets:
Patents	$	4,011	$	(1,424	)	$	2,587
Customer relationships		787		(112	)		675
	$	4,798	$	(1,536	)	$	3,262
Indefinite-lived intangible assets:
Trademarks	$	33,582	$	—		$	33,582
Goodwill		101,847		—			101,847
	$	135,429	$	—		$	135,429

6

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

3. Goodwill and Other Intangible Assets (continued)

	December 31, 2004
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net
Finite-lived intangible assets:
Patents	$	3,647	$	(1,010	)	$	2,637
Customer relationships		787		(82	)		705
	$	4,434	$	(1,092	)	$	3,342
Indefinite-lived intangible assets:
Trademarks	$	33,563	$	—		$	33,563
Goodwill		101,303		—			101,303
	$	134,866	$	—		$	134,866

Amortization expense for finite-lived intangible assets was $146 and $209 for the three months ended September 30, 2005 and 2004, respectively, and $444 and $459 for the nine months ended September 30, 2005 and 2004, respectively. Based upon the gross carrying amount of finite-lived intangible assets as of September 30, 2005, amortization expense for 2005 through 2010 is expected to be approximately $600 per year.

4. Debt and Financing Arrangements

Long-term debt at September 30, 2005 and December 31, 2004 consists of the following:

	September 30,		December 31,
	2005		2004
8.875% subordinated notes, due 2012	$	151,500	$	151,500
Other notes, due 2009		675		675
	$	152,175	$	152,175

On February 20, 2004, the Company refinanced substantially all of its long-term debt. The Company issued $140,900 of 8.875% senior subordinated notes due 2012 (the “Subordinated Notes”), of which $19,400 was exchanged for its 11.0% senior subordinated notes. The proceeds of $140,900 were used in part to reduce amounts outstanding under the Company’s previous revolving credit facility, to repay $39,000 of term loans outstanding, to repay $35,000 of the 11.0% senior subordinated notes of Holding and to pay a dividend of $25,000 to the holders of Global Class L shares. On August 13, 2004, the Company exchanged the remaining $10,600 of 11.0% senior subordinated notes for $10,600 of its Subordinated Notes. The Company recorded non-cash charges of $1,236 and $500 in the first quarter and third quarter of 2004, respectively, to write-off original issue discount costs and deferred financing costs related to the February 2004 refinancing and August 2004 debt exchange transactions.

In connection with the February 20, 2004 refinancing, the Company amended its $75,000 Multicurrency Credit and Security Agreement (the “Credit Facility”) that expires December 2, 2007. The Credit Facility provides a revolving credit line of $75,000, of which $25,000 may be used for the issuance of letters of credit. The Credit Facility allows for multicurrency borrowing options in Australian dollars, Euros, Swiss francs, Swedish kronor, British pounds and other currencies that are readily available and freely traded. Borrowings under the Credit Facility are secured by substantially all of the assets of the Company and accrue interest at the Alternate Base Rate (as defined in the Credit Facility) or LIBOR plus a 1.75% margin. The Credit Facility provides for a commitment fee of 0.25% on the revolving credit line.

7

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

4. Debt and Financing Arrangements (continued)

The Credit Facility and the Subordinated Notes contain certain customary covenants that impose limitations on the Company, including covenants limiting the ability of the Company and its subsidiaries to sell, pledge or incur liens on assets and to incur additional debt. The Credit Facility also includes requirements to meet certain financial tests and to maintain on a quarterly basis certain consolidated financial ratios, including minimum net worth, minimum fixed charge coverage ratio, maximum leverage ratio and minimum net income before interest expense, net, income taxes, depreciation, amortization and certain other non-cash, non-recurring items (“EBITDA”). The Company was in compliance with all covenants of the Credit Facility and the Subordinated Notes, and the conditions of the Credit Facility, at September 30, 2005.

At September 30, 2005, the Company did not have any borrowings outstanding under the revolving credit line of the Credit Facility, but did have letters of credit outstanding of $40 supported by the Credit Facility. The amount available for additional borrowing under the Credit Facility at September 30, 2005 was $74,960.

In October 2005, the Company purchased and retired $10,500 of its Subordinated Notes that were offered for sale in the open market. The Company paid varying prices representing principal, accrued interest and a premium.

5. Income Taxes

The Company’s income tax provision was $4,207 or 35.6%, and $2,349, or 39.6%, for the three months ended September 30, 2005 and 2004, respectively, and $9,318 or 35.9%, and $7,426, or 39.4%, for the nine months ended September 30, 2005 and 2004, respectively. The Company’s income tax provision for the nine months ended September 30, 2005 includes a $698 reduction in income tax expense related to a change in state tax laws. Income tax expense varies from the amount computed by applying the statutory federal tax rate to income before income taxes, due principally to rates on foreign income, state and local taxes, exclusions related to profits on export sales and tax credits.

The Company’s operations have been included in the consolidated income tax returns filed by Global. Income tax expense in the Company’s consolidated income statements is calculated on a separate tax return basis as if the Company had operated as a stand-alone entity.

6. Post-Retirement Benefit Plan

The Company has a health care post-retirement benefit plan (the “Health Care Plan”) that provides benefits to certain employees in the United States hired prior to January 1, 1993. On February 10, 2005, the Company amended the Health Care Plan to limit eligibility to those employees hired prior to January 1, 1993 that also have at least 24 years of service as of December 31, 2004. This amendment eliminated approximately 50 employees from eligibility and caused the Company to recognize a curtailment gain of $68 in the first quarter of 2005. At the same time, the Company increased retiree contributions such that retirees will pay 100% of medical costs by January 1, 2010. This change in assumption resulted in an unrecognized net gain that is being amortized to income as a component of periodic benefit income.

8

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

6. Post-Retirement Benefit Plan (continued)

The following table sets forth the components of net periodic (income) expense for the Company’s Health Care Plan for the three and nine months ended September 30, 2005 and 2004:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2005			2004		2005			2004
Service cost	$	1		$	29	$	4		$	87
Interest cost		7			98		31			295
Amortization of net gain		(106	)		—		(416	)		—
Curtailment gain		—			—		(68	)		—
Net periodic (income) expense	$	(98	)	$	127	$	(449	)	$	382

On December 8, 2003, Congress passed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Act”). On May 19, 2004, the Financial Accounting Standards Board issued Financial Staff Position Number 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“FSP”). The FSP was effective for the three-month period ending September 30, 2004. In September 2005, the Company determined the benefits provided by the Company’s Health Care Plan are actuarially equivalent to Medicare Part D under the Medicare Act, and the Company has applied to receive the applicable subsidy from Medicare. However, the Company’s accumulated post-retirement benefit obligation at September 30, 2005 and net periodic (income) expense for the three and nine months ended September 30, 2005 and 2004 do not reflect any amount associated with the Medicare Act because the Company believes the effects of the Medicare Act on the accumulated post-retirement benefit obligation and post-retirement benefit cost will be immaterial.

7. Commitments and Contingencies

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company’s management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

8. Comprehensive Income

Accumulated other comprehensive (loss) income of ($2,667) and $1,426 at September 30, 2005 and December 31, 2004, respectively, consists entirely of foreign currency translation adjustments. Total comprehensive income and its components are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005			2004
Net income	$	7,621	$	3,586	$	16,624			$	11,430
Foreign currency translation adjustments		178		1,279		(4,093	)			(446	)
Comprehensive income	$	7,799	$	4,865	$	12,531			$	10,984

9

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries

The following unaudited condensed consolidating financial statements set forth the Company’s balance sheets as of September 30, 2005 and December 31, 2004, the statements of income for the three and nine months ended September 30, 2005 and 2004 and the statements of cash flows for the nine months ended September 30, 2005 and 2004. In the following schedules, “Parent” refers to ERICO International Corporation, Holding and Global, collectively, “Guarantor Subsidiary” refers to ERICO Products, Inc., ERICO International Corporation’s sole domestic subsidiary, and “Non-Guarantor Subsidiaries” refers to ERICO International Corporation’s non-U.S. subsidiaries. “Eliminations” represent the adjustments necessary to (a) eliminate intercompany transactions and (b) eliminate the investments in ERICO International Corporation’s subsidiaries.

Unaudited Condensed Consolidating Balance Sheets
September 30, 2005

					Non-
			Guarantor		Guarantor
	Parent		Subsidiary		Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	2,291	$	36	$	5,682		$	—		$	8,009
Trade accounts receivable, net		—		35,722		29,496			—			65,218
Inventories, net		—		27,041		20,221			—			47,262
Other current assets		1,285		2,522		2,271			—			6,078
Total current assets		3,576		65,321		57,670			—			126,567
Property, plant and equipment, net		173		33,801		9,984			—			43,958
Goodwill		101,847		—		—			—			101,847
Other intangible assets, net		36,844		—		—			—			36,844
Investment in and advances to subsidiaries		99,274		—		—			(99,274	)		—
Other assets		6,203		3,006		876			—			10,085
Total assets	$	247,917	$	102,128	$	68,530		$	(99,274	)	$	319,301
Trade accounts payable	$	—	$	20,229	$	6,507		$	—		$	26,736
Accrued compensation		1,533		8,175		5,162			—			14,870
Other current liabilities		1,686		8,433		10,468			—			20,587
Total current liabilities		3,219		36,837		22,137			—			62,193
Long-term debt		151,500		675		—			—			152,175
Deferred income taxes		22,015		5,750		1,317			—			29,082
Intercompany payable		—		6,314		58,066			(64,380	)		—
Other long-term liabilities		7,860		6,077		1,258			—			15,195
Total stockholder’s net investment		63,323		46,475		(14,248	)		(34,894	)		60,656
Total liabilities and stockholder’s net investment	$	247,917	$	102,128	$	68,530		$	(99,274	)	$	319,301

10

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries (continued)

Condensed Consolidating Balance Sheets
December 31, 2004

					Non -
			Guarantor		Guarantor
	Parent		Subsidiary		Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	398	$	21	$	1,902		$	—		$	2,321
Trade accounts receivable, net		—		24,646		25,839			—			50,485
Inventories, net		—		32,709		26,891			—			59,600
Other current assets		2,801		2,498		3,610			—			8,909
Total current assets		3,199		59,874		58,242			—			121,315
Property, plant and equipment, net		224		38,986		13,312			—			52,522
Goodwill		101,303		—		—			—			101,303
Other intangible assets, net		36,905		—		—			—			36,905
Investment in and advances to subsidiaries		102,684		—		—			(102,684	)		—
Other assets		6,680		2,983		1,013			—			10,676
Total assets	$	250,995	$	101,843	$	72,567		$	(102,684	)	$	322,721
Trade accounts payable	$	—	$	15,972	$	10,450		$	—		$	26,422
Accrued compensation		1,555		6,547		5,344			—			13,446
Dividend payable		15,000		—		—			—			15,000
Other current liabilities		5,664		6,184		10,026			—			21,874
Total current liabilities		22,219		28,703		25,820			—			76,742
Long-term debt		151,500		675		—			—			152,175
Deferred income taxes		22,030		5,761		1,103			—			28,894
Intercompany payable		—		31,906		59,444			(91,350	)		—
Other long-term liabilities		8,547		6,860		1,378			—			16,785
Total stockholder’s net investment		46,699		27,938		(15,178	)		(11,334	)		48,125
Total liabilities and stockholder’s net investment	$	250,995	$	101,843	$	72,567		$	(102,684	)	$	322,721

11

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries (continued)

Unaudited Condensed Consolidating Income Statements
Three Months Ended September 30, 2005

						Non-
				Guarantor		Guarantor
	Parent			Subsidiary		Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	68,431	$	40,588	$	(4,584	)	$	104,435
Cost of sales		—			43,398		26,504		(4,584	)		65,318
Gross profit		—			25,033		14,084		—			39,117
Operating expenses		1,834			11,858		9,743		—			23,435
Operating (loss) income		(1,834	)		13,175		4,341		—			15,682
Interest expense, net		2,792			681		185		—			3,658
Foreign exchange loss, net		—			59		137		—			196
(Loss) income before income taxes and equity income		(4,626	)		12,435		4,019		—			11,828
(Benefit) provision for income taxes		(2,651	)		4,867		1,991		—			4,207
(Loss) income before equity income		(1,975	)		7,568		2,028		—			7,621
Equity income from subsidiaries		9,596			—		—		(9,596	)		—
Net income	$	7,621		$	7,568	$	2,028	$	(9,596	)	$	7,621

Unaudited Condensed Consolidating Income Statements
Three Months Ended September 30, 2004

						Non-
				Guarantor		Guarantor
	Parent			Subsidiary		Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	59,139	$	37,306	$	(4,047	)	$	92,398
Cost of sales		—			39,187		24,328		(4,047	)		59,468
Gross profit		—			19,952		12,978		—			32,930
Operating expenses		2,319			10,561		9,476		—			22,356
Operating (loss) income		(2,319	)		9,391		3,502		—			10,574
Interest expense, net		3,077			683		167		—			3,927
Foreign exchange loss, net		—			85		127		—			212
Other expense		500			—		—		—			500
(Loss) income before income taxes and equity income		(5,896	)		8,623		3,208		—			5,935
(Benefit) provision for income taxes		(2,374	)		3,443		1,280		—			2,349
(Loss) income before equity income		(3,522	)		5,180		1,928		—			3,586
Equity income from subsidiaries		7,108			—		—		(7,108	)		—
Net income	$	3,586		$	5,180	$	1,928	$	(7,108	)	$	3,586

12

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries (continued)

Unaudited Condensed Consolidating Income Statements
Nine Months Ended September 30, 2005

						Non-
				Guarantor		Guarantor
	Parent			Subsidiary		Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	189,520	$	119,688	$	(14,695	)	$	294,513
Cost of sales		—			123,122		79,981		(14,695	)		188,408
Gross profit		—			66,398		39,707		—			106,105
Operating expenses		4,638			33,579		29,841		—			68,058
Operating (loss) income		(4,638	)		32,819		9,866		—			38,047
Interest expense, net		8,877			2,044		522		—			11,443
Foreign exchange loss, net		1			234		427		—			662
(Loss) income before income taxes and equity income		(13,516	)		30,541		8,917		—			25,942
(Benefit) provision for income taxes		(6,580	)		12,004		3,894		—			9,318
(Loss) income before equity income		(6,936	)		18,537		5,023		—			16,624
Equity income from subsidiaries		23,560			—		—		(23,560	)		—
Net income	$	16,624		$	18,537	$	5,023	$	(23,560	)	$	16,624

Unaudited Condensed Consolidating Income Statements
Nine Months Ended September 30, 2004

						Non-
				Guarantor		Guarantor
	Parent			Subsidiary		Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	169,846	$	110,048		$	(11,934	)	$	267,960
Cost of sales		—			110,826		72,716			(11,934	)		171,608
Gross profit		—			59,020		37,332			—			96,352
Operating expenses		5,131			30,517		29,019			—			64,667
Operating (loss) income		(5,131	)		28,503		8,313			—			31,685
Interest expense, net		8,689			2,035		550			—			11,274
Foreign exchange loss (gain), net		—			300		(481	)		—			(181	)
Other expense		1,736			—		—			—			1,736
(Loss) income before income taxes and equity income		(15,556	)		26,168		8,244			—			18,856
(Benefit) provision for income taxes		(6,238	)		10,460		3,204			—			7,426
(Loss) income before equity income		(9,318	)		15,708		5,040			—			11,430
Equity income from subsidiaries		20,748			—		—			(20,748	)		—
Net income	$	11,430		$	15,708	$	5,040		$	(20,748	)	$	11,430

13

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries (continued)

Unaudited Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2005

							Non-
				Guarantor			Guarantor
	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Operating activities
Net income	$	16,624		$	18,537		$	5,023		$	(23,560	)	$	16,624
Depreciation and amortization		509			6,301			2,784			—			9,594
Other operating activities		(182	)		(350	)		(2,551	)		—			(3,083	)
Net cash provided by (used in) operating activities		16,951			24,488			5,256			(23,560	)		23,135
Investing activities
Capital expenditures		(10	)		(1,038	)		(762	)		—			(1,810	)
Other investing activities		(581	)		(85	)		107			—			(559	)
Net cash used in investing activities		(591	)		(1,123	)		(655	)		—			(2,369	)
Financing activities
Dividends paid		(15,000	)		—			—			—			(15,000	)
Change in intercompany payables/receivables		533			(23,350	)		(743	)		23,560			—
Net borrowings on revolving line of credit		—			—			—			—			—
Net cash (used in) provided by financing activities		(14,467	)		(23,350	)		(743	)		23,560			(15,000	)
Effect of exchange rates on cash		—			—			(78	)		—			(78	)
Net increase in cash and cash equivalents		1,893			15			3,780			—			5,688
Cash and cash equivalents at beginning of period		398			21			1,902			—			2,321
Cash and cash equivalents at end of period	$	2,291		$	36		$	5,682		$	—		$	8,009

14

ERICO International Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2005
(Dollars in thousands)

9. Guarantor and Non-Guarantor Subsidiaries (continued)

Unaudited Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2004

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating activities
Net income	$	11,430		$	15,708		$	5,040		$	(20,748	)	$	11,430
Depreciation and amortization		534			6,417			2,098			—			9,049
Other operating activities		4,954			(6,386	)		(9,126	)		—			(10,558	)
Net cash provided by (used in) operating activities		16,918			15,739			(1,988	)		(20,748	)		9,921
Investing activities
Capital expenditures		(2	)		(1,258	)		(764	)		—			(2,024	)
Other investing activities		(706	)		3			240			—			(463	)
Net cash used in investing activities		(708	)		(1,255	)		(524	)		—			(2,487	)
Financing activities
Transfer to parent company		(25,000	)		—			—			—			(25,000	)
Change in intercompany payables/receivables		(7,957	)		(14,487	)		1,696			20,748			—
Net payments on revolving line of credit		(26,100	)		—			—			—			(26,100	)
Proceeds from issuance of subordinated debentures		121,500			—			—			—			121,500
Principal payments on long-term debt		(72,950	)		—			—			—			(72,950	)
Financing fees paid		(5,582	)		—			—			—			(5,582	)
Net cash (used in) provided by financing activities		(16,089	)		(14,487	)		1,696			20,748			(8,132	)
Effect of exchange rates on cash		—			—			15			—			15
Net increase (decrease) in cash and cash equivalents		121			(3	)		(801	)		—			(683	)
Cash and cash equivalents at beginning of period		400			3			2,018			—			2,421
Cash and cash equivalents at end of period	$	521		$	—		$	1,217		$	—		$	1,738

15

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

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes, which are included elsewhere in this report. The following discussion and analysis also contains forward-looking statements, which reflect the expectations, beliefs, plans and objectives of management about future financial performance and assumptions underlying our judgments concerning matters discussed below. These statements, accordingly, involve estimates, assumptions, judgments and uncertainties. In particular, this discussion pertains to management’s comments on financial resources, capital spending and the outlook for our business. You should read and review the section entitled “Forward-Looking Statements” for some important factors that could cause actual results or outcomes to differ materially from those addressed in forward-looking statements.

Overview

ERICO is a leading designer, manufacturer and marketer of precision-engineered specialty metal products serving global niche product markets in a diverse range of electrical, commercial and industrial construction, utility and rail applications. The Company is headquartered in Solon, Ohio, USA, with a network of sales locations serving more than 25 countries and with manufacturing and distribution facilities worldwide.

The Company is a wholly owned subsidiary of Holding. On December 2, 2002, a newly formed wholly owned subsidiary of Global merged with Holding, with Holding as the surviving company. As a result, Holding became a wholly owned subsidiary of Global. In connection with the merger, Citigroup Venture Capital Equity Partners, L.P. and its affiliates acquired approximately two-thirds of the stock of Global.

Market Outlook

Based on our year to date performance and our positive outlook for the remainder of the year, we expect continued strong operating results driven by increased sales in the electrical, commercial and industrial construction, utility and rail markets in the fourth quarter of 2005 in comparison to 2004 levels. We continue to expect this additional sales growth will be generated through higher sales volume, new product introductions and further market penetration.

Results of Operations

The following table sets forth statements of operations data expressed as a percentage of net sales:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		62.5			64.4			64.0			64.0
Gross profit		37.5			35.6			36.0			36.0
Operating expenses		22.5			24.2			23.1			24.1
Interest expense, net		3.5			4.3			3.9			4.2
Foreign exchange loss (gain), net		0.2			0.2			0.2			—
Other expense, net		—			0.5			—			0.6
Income before income taxes		11.3			6.4			8.8			7.1
Provision for income taxes		4.0			2.5			3.2			2.8
Net income		7.3			3.9			5.6			4.3

Three Months Ended September 30, 2005 Compared With Three Months Ended September 30, 2004

Net sales. Net sales for the three months ended September 30, 2005 were $104.4 million, an increase of $12.0 million, or 13.0%, from net sales of $92.4 million for the three months ended September 30, 2004. This increase in net sales was due primarily to increased selling prices and higher sales volumes. This performance is a new record for quarterly net sales.

16

Gross profit. Gross profit for the three months ended September 30, 2005 increased by $6.2 million, or 18.8%, to $39.1 million from $32.9 million for the three months ended September 30, 2004. Gross profit margin increased to 37.5% in the three months ended September 30, 2005 from 35.6% in the three months ended September 30, 2004. Gross profit margin increased primarily due to increased selling prices and higher sales volumes, partially offset by increases in raw material costs, primarily steel and copper, that the Company has experienced since the late second quarter of 2004.

Operating expenses. Operating expenses include engineering and development expenses, selling and marketing expenses, and general and administrative expenses. Operating expenses increased by $1.0 million, or 4.8%, to $23.4 million in the three months ended September 30, 2005 from $22.4 million in the three months ended September 30, 2004. As a percentage of net sales, operating expenses decreased to 22.5% in the three months ended September 30, 2005 from 24.2% in the three months ended September 30, 2004, primarily due to higher sales levels and ongoing control of expenses.

Interest expense, net. Interest expense for the three months ended September 30, 2005 and 2004 was $3.7 and $3.9 million, respectively, primarily reflecting interest on the Company’s Subordinated Notes.

Foreign exchange loss (gain), net. The Company reported a foreign exchange loss of $0.2 million for the three months ended September 30, 2005 and September 30, 2004, primarily due to the strengthening of the U.S. dollar against the Euro in both periods.

Other expense. Other expense for the three months ended September 30, 2004 represented a $0.5 million non-cash charge to write-off previously deferred financing costs and original issue discount costs related to the August 2004 exchange of 11.0% senior subordinated notes for our Subordinated Notes.

Provision for income taxes. The provision for income taxes was $4.2 million for the three months ended September 30, 2005 compared with $2.3 million for the three months ended September 30, 2004. The effective tax rate was 35.6% for the three months ended September 30, 2005 compared with 39.6% for the three months ended September 30, 2004. The decrease in the effective tax rate is primarily the result of increased exclusions related to profits on export sales and tax credits available to the Company.

Net income. As a result of the foregoing, the Company reported net income of $7.6 million for the three months ended September 30, 2005, an increase of $4.0 million, or 112.5%, from net income of $3.6 million for the three months ended September 30, 2004.

Nine Months Ended September 30, 2005 Compared With Nine Months Ended September 30, 2004

Net sales. Net sales for the nine months ended September 30, 2005 were $294.5 million, an increase of $26.5 million, or 9.9%, from $268.0 million of net sales for the nine months ended September 30, 2004. This increase in net sales was due primarily to increased selling prices and higher sales volumes.

Gross profit. Gross profit for the nine months ended September 30, 2005 increased by $9.7 million, or 10.1%, to $106.1 million from $96.4 million in the nine months ended September 30, 2004. Gross profit margin was 36.0% in the nine months ended September 30, 2005 and in the nine months ended September 30, 2004. Gross profit increased primarily due to increased selling prices and higher sales volumes.

Operating expenses. Operating expenses in the nine months ended September 30, 2005 were $68.1 million, up $3.4 million, or 5.2%, from operating expenses of $64.7 million in the nine months ended September 30, 2004. As a percentage of net sales, operating expenses declined to 23.1% in the nine months ended September 30, 2005 from 24.1% in the nine months ended September 30, 2004, primarily due to higher sales levels.

On February 10, 2005, the Company amended the Health Care Plan to limit eligibility to those employees hired prior to January 1, 1993 that also have at least 24 years of service as of December 31, 2004. This amendment eliminated approximately 50 employees from eligibility and caused the Company to recognize a curtailment gain of $0.1 million in the first quarter of 2005. At the same time, the Company increased retiree contributions such that retirees will pay 100% of medical costs by January 1, 2010. This change in assumption resulted in an unrecognized net gain that is being amortized to income as a component of periodic benefit income.

Interest expense, net. Interest expense for the nine months ended September 30, 2005 was $11.4 million compared with $11.3 million for the nine months ended September 30, 2004. The increase in interest expense was primarily

17

caused by slightly higher average debt balances in the nine months ended September 30, 2005 compared with the nine months ended September 30, 2004 as a result of the February 2004 refinancing.

Foreign exchange loss (gain), net. The Company reported a foreign exchange loss of $0.7 million for the nine months ended September 30, 2005 compared with a foreign exchange gain of $0.2 million for the nine months ended September 30, 2004, primarily due to the stronger U.S. dollar in the first nine months of 2005 in comparison to the first nine months of 2004.

Other expense. Other expense for the nine months ended September 30, 2004 was $1.7 million and consisted primarily of a non-cash charge of $1.2 million related to the write-off of previously deferred financing costs and original issue discount costs resulting from the February 2004 refinancing of our Credit Facility and $0.5 million of previously deferred financing costs and original issue discount costs related to the August 2004 exchange of 11.0% senior subordinated notes for our Subordinated Notes.

Provision for income taxes. The provision for income taxes was $9.3 million for the nine months ended September 30, 2005 and was $7.4 million for the nine months ended September 30, 2004. The effective tax rate was 35.9% for the nine months ended September 30, 2005 compared with 39.4% for the nine months ended September 30, 2004. The Company’s income tax provision and decreased effective tax rate for the nine months ended September 30, 2005 are due to the benefits of increased exclusions related to profits on export sales and tax credits available to the Company, combined with a $0.7 million reduction in income tax expense related to a change in state tax laws.

Net income. As a result of the foregoing, the Company reported net income of $16.6 million for the nine months ended September 30, 2005, an increase of $5.2 million, or 45.4%, from net income of $11.4 million in the nine months ended September 30, 2004.

Liquidity and Capital Resources

Short-term liquidity requirements consist of activities related to day-to-day operations, required debt service, capital expenditure funding and meeting working capital requirements. Long-term liquidity requirements include principal payments relating to long-term debt and acquisition funding. Sources for our short-term liquidity needs are primarily cash generated from operations and borrowings under the revolving credit portion of our Credit Facility.

On February 20, 2004, we refinanced substantially all of our long-term debt outstanding. We issued $140.9 million aggregate principal amount of Subordinated Notes, of which $19.4 million was exchanged for our 11.0% senior subordinated notes. The proceeds of $140.9 million were used in part to reduce amounts outstanding under the previous revolving credit facility, to repay $39.0 million of term loans outstanding and to repay $35.0 million of the 11.0% senior subordinated notes of Holding. In addition, we paid a dividend of $25.0 million to Holding, as our sole stockholder. On August 13, 2004, we exchanged the remaining $10.6 million of 11.0% senior subordinated notes for $10.6 million of our Subordinated Notes.

In connection with the February 20, 2004 refinancing, the Company amended its Credit Facility, which expires December 2, 2007. The Credit Facility provides a revolving credit line of $75.0 million, of which $25.0 million may be used for the issuance of letters of credit. The Credit Facility allows for multicurrency borrowing options in Australian dollars, Euros, Swiss francs, Swedish kronor, British pounds and other currencies that are readily available and freely traded. Borrowings under the Credit Facility are secured by substantially all of the assets of the Company and accrue interest at the Alternate Base Rate (as defined in the Credit Facility) or LIBOR plus a 1.75% margin. The Credit Facility provides for a commitment fee of 0.25% on the revolving credit line.

The Credit Facility and the Subordinated Notes contain certain customary covenants that impose limitations on the Company, including covenants limiting the ability of the Company and its subsidiaries to sell, pledge or incur liens on assets and to incur additional debt. The Credit Facility also includes requirements to meet certain financial tests and to maintain on a quarterly basis certain consolidated financial ratios, including minimum net worth, minimum fixed charge coverage ratio, maximum leverage ratio and minimum EBITDA. The Company was in compliance with all covenants of the Credit Facility and the Subordinated Notes, and the conditions of the Credit Facility, at September 30, 2005.

At September 30, 2005, the Company did not have any borrowings outstanding under the revolving credit line of the Credit Facility, but did have letters of credit outstanding of $0.1 million supported by the Credit Facility. The amount available for additional borrowing under the Credit Facility at September 30, 2005 was $74.9 million.

18

In October 2005, the Company purchased $10.5 million of its Subordinated Notes that were offered for sale in the open market. The Company paid varying prices representing principal, accrued interest and a premium.

Nine Months Ended September 30, 2005 Compared With Nine Months Ended September 30, 2004

Cash provided by operating activities for the nine months ended September 30, 2005 was $23.1 million, compared with $9.9 million for the nine months ended September 30, 2004. In comparison to the first nine months of 2004, the Company’s operating cash flow for the first nine months of 2005 reflects a $5.7 million increase in net income plus depreciation and amortization, combined with a $7.5 million decrease in cash used for working capital, primarily due to a reduction in inventory levels.

Capital expenditures were $1.8 million for the nine months ended September 30, 2005, compared with $2.0 million for the nine months ended September 30, 2004. We currently do not have any significant capital projects in process.

Cash used in financing activities was $15.0 million for the nine months ended September 30, 2005 and reflects the $15.0 million dividend paid to the holders of Global Class L Shares in January 2005. The 2004 financing activities primarily reflect the net effect of the February 2004 debt refinancing activities previously discussed.

We have significant future cash commitments, primarily for debt service requirements and scheduled lease payments. There have been no material changes to our cash commitments and commercial commitments in the nine months ended September 30, 2005 from those shown as of December 31, 2004 in our Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources,” other than the payment in January 2005 of the dividend as discussed above.

We believe that cash forecasted to be generated from operations, together with amounts available under our Credit Facility, will be adequate to meet our cash commitments, capital expenditures and working capital needs for at least the next 12 months, although no assurance can be given. Our future operating performance and ability to extend or refinance our indebtedness will be dependent on future economic conditions and general financial, business and other factors, many of which are beyond our control.

Reconciliation of EBITDA to Net Cash Provided by Operating Activities

The Company has chosen to present EBITDA because the Company believes it is a widely accepted financial indicator of a company’s ability to service and incur indebtedness, and because EBITDA is used in the Company’s financial covenants under the Credit Facility and in the indenture governing the Subordinated Notes. Additionally, management uses EBITDA, among other financial measures, for planning and forecasting purposes. However, EBITDA should not be considered as an alternative to net cash provided by operating activities as a measure of liquidity in accordance with GAAP. Since EBITDA is not calculated identically by all companies, the Company’s method of computation may not be comparable to those disclosed by other companies. Following is a reconciliation of EBITDA to net cash used in operating activities, which the Company believes is the most directly comparable GAAP measure of a company’s ability to service and incur indebtedness:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net cash provided by operating activities	$	14,316		$	3,318		$	23,135		$	9,921
Interest expense, net		3,658			3,927			11,443			11,274
Provision for income taxes		4,207			2,349			9,318			7,426
Foreign exchange (loss) gain, net		(196	)		(212	)		(662	)		181
Deferred taxes		209			233			1,345			690
Amortization of financing fees and discount on senior subordinated notes included in interest expense, net		(223	)		(287	)		(669	)		(686	)
Net changes in operating assets and liabilities		(3,554	)		4,009			3,069			12,109
EBITDA	$	18,417		$	13,337		$	46,979		$	40,915

19

Critical Accounting Policies and Estimates

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. As such, some accounting policies have a significant impact on amounts reported in these unaudited condensed consolidated financial statements. A summary of those significant accounting policies can be found in the Company’s Annual Report on Form 10-K filed with the SEC March 9, 2005 under the caption “Critical Accounting Policies and Estimates” within Management’s Discussion and Analysis of Financial Condition and Results of Operations. In particular, judgment is used in areas such as determining the allowance for doubtful accounts and inventory valuation reserves, goodwill and indefinite lived intangible assets, product warranty costs, debt covenants and deferred tax assets.

Recently Issued Accounting Standards

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an Amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material, and requires that such items be recognized as current-period charges regardless of whether they meet the “so abnormal” criterion outlined in ARB No. 43. SFAS No. 151 also introduces the concept of “normal capacity” and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. Unallocated overheads must be recognized as an expense in the period incurred. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. While we are still evaluating the impact of this statement, we do not currently believe it will have a material impact on our consolidated results of operations, financial position or cash flows.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which replaces the prior SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, awards of liability instruments will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. This new standard will become effective for the Company on January 1, 2006. While we are still evaluating the impact of this statement, we do not currently believe it will have a material impact on our consolidated results of operations, financial position or cash flows.

FORWARD-LOOKING STATEMENTS

The Company is making this statement in order to satisfy the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995. This Quarterly Report on Form 10-Q includes forward-looking statements related to the business of the Company that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “continue,” “positioned,” “strategy” and similar expressions. These statements are only our predictions. The forward-looking statements included in this report are not guarantees of future performances, and should one or more of these, or other, risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those contemplated by these forward-looking statements. In the light of these risks and uncertainties, we cannot assure you that the results and events contemplated by the forward-looking information contained in this report will in fact transpire. Readers are cautioned not to place undue reliance on these forward-looking statements, which, unless otherwise noted, speak only as of the date of this report. The Company undertakes no obligation, except as required by law, to update these statements.

Risks, uncertainties and contingencies that could cause actual results to vary materially from those anticipated in forward-looking statements in this report include general economic conditions in the markets in which we operate and industry related and other factors including, without limitation, the following:

• the availability of sufficient amounts of raw materials, particularly steel and copper, and our ability to acquire these raw materials on an economic basis;

• risks associated with foreign operations, including fluctuations in exchange rates of foreign currencies;

• competitive pressures on pricing;

• operational issues at our facilities;

• availability of financing to fund operations at anticipated rates and terms;

• prolonged work stoppages;

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• governmental or regulatory policies;

• product warranty, product liability and product recall costs;

• rapid increases in health care costs;

• our acquisition activities;

• our substantial debt and leverage and our ability to service our debt;

• the restrictive covenants contained in the agreements governing our indebtedness;

• our ability to realize revenue growth;

• our ability to implement initiatives designed to increase operating efficiencies and improve results;

• the loss of major customers;

• and acts of war or terrorism.

For additional information on risks and uncertainties that could cause actual results to differ from those anticipated in forward-looking statements, see the discussion set forth under “Risk Factors” in the Company’s SEC filings, including its Annual Report on Form 10-K filed with the SEC on March 9, 2005.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various changes in financial market conditions, including fluctuations in interest rates, foreign currency exchange rates and commodity prices. We manage our exposure to such risks through various operating and financing activities.

We are exposed to interest rate risk associated with borrowings under our Credit Facility. Borrowings under the Credit Facility bear interest at variable rates, based upon published indices. In order to partially mitigate this exposure, we have occasionally entered into interest rate swaps to fix a portion of our interest payable. There were no interest rate swaps outstanding as of September 30, 2005.

We are also exposed to various foreign currency risks, i.e., there is a risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. Our foreign currency exchange rate risks primarily relate to the Euro, the Australian dollar and the Brazilian real. We monitor these risks, and attempt to establish offsetting positions, when practical, between our various subsidiaries. Under our Credit Facility, we also have the option of denominating a portion of our borrowings in multiple foreign currencies. There are no amounts outstanding under the multicurrency borrowing options at September 30, 2005. We had net assets denominated in foreign currencies of approximately $43.8 million associated with our foreign subsidiaries at September 30, 2005.

We utilize various raw material commodities in our manufacturing processes, including steel and copper. These materials are obtained from various supply sources, and there have historically been adequate levels of material available. We are exposed to adverse price fluctuations when purchasing these materials, and may not necessarily be able to offset such increases through increased selling prices for our products. We do not hedge our commodity price risks via the derivatives markets.

Item 4. Controls and Procedures

As of September 30, 2005 an evaluation was performed, under the supervision and with the participation of the Company’s management including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, such officers concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Description of Document
10.1	Amendment No. 3 to Second Amended and Restated Multicurrency Credit and Security Agreement, dated as of December 2, 2002, by and among ERICO International Corporation, ERICO Products, Inc. and ERICO Europa B.V., as Borrowers, and the Banks that are signatories thereto and LaSalle Bank National Association, as Administrative Agent, Lead Arranger and Issuing Bank, and General Electric Capital Corporation, as Co-Lead Arranger and Co-Documentation Agent, National City Bank as Syndication Agent, and Key Bank National Association, as Documentation Agent (the “Second Amended and Restated Multicurrency Credit and Security Agreement”) dated as of December 22, 2004.
10.2	Amendment No. 4 to the Second Amended and Restated Multicurrency Credit and Security Agreement, dated as of June 16, 2005.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certification of Chief Financial Officer and Chief Executive Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ERICO INTERNATIONAL CORPORATION
By:	/s/ William H. Roj
Name:	William H. Roj
Title:	Chairman, Chief Executive Officer
	and Director
	November 2, 2005
By:	/s/ Jeffrey R. Steinhilber
Name:	Jeffrey R. Steinhilber
Title:	Chief Financial Officer and Director
	November 2, 2005

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 3

     This AMENDMENT NO. 3 (this “Amendment”) is made as of the 22nd day of December, 2004, by and among ERICO INTERNATIONAL CORPORATION, an Ohio corporation, ERICO PRODUCTS, INC. an Ohio corporation, and ERICO EUROPE HOLDING B.V., formerly known as ERICO EUROPA B.V., a Limited liability company organized under the laws of the Netherlands (collectively, the “Borrowers” and, individually, each a “Borrower”), the Banks, as defined in the Credit Agreement, as hereinafter defined, LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, issuing bank and administrative agent for the Banks (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as co lead arranger and co-documentation agent, NATIONAL CITY BANK, as syndication agent, and KEYBANK NATIONAL ASSOCIATION, as documentation agent.

     WHEREAS, the Borrowers, the Administrative Agent and the Banks are parties to that certain Second Amended and Restated Multicurrency Credit and Security Agreement, dated as of December 2, 2002, that provides, among other things, for loans and letters of credit aggregating One Hundred Twenty Million Dollars ($120,000,000), all upon certain terms and conditions (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

     WHEREAS, the Borrowers, the Administrative Agent and the Banks desire to amend the Credit Agreement to modify certain provisions thereof;

     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement;

     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment; and

     NOW, THEREFORE, in consideration of the premises and of the normal covenants herein contained and for other valuable considerations, the Borrowers, the Administrative Agent and the Banks hereby agree as follows:

     1. Amendment to Financial Covenants. Section 6.4 of the Credit Agreement is hereby amended to delete subsection (a) therefrom and to insert in place thereof the following:

     (a) Consolidated Net Worth. The Borrowers shall not permit the Consolidated Net Worth (i) as of December 31, 2003, to be less than Sixty-Two Million Dollars ($62,000,000), and (ii) as of each Fiscal Quarter ending after December 31, 2003, not less than:

     (A)(1) Forty-One Million Dollars ($41,000,000) prior to the 2004 Special Dividend, and (2) Twenty-Six Million Dollars ($26,000,000) on and after the 2004 Special Dividend; plus

     (B) an aggregate amount equal to fifty percent (50%) of Consolidated Net Income (if any and only to the extent a positive number) attributable to each

     Fiscal Year ending after December 31, 2003 (which aggregate amount shall not be reduced by any consolidated net losses reported for any Fiscal Year ending after December 31, 2003); plus

     (C) if such date is during and not at the end of a Fiscal Year, an amount equal to fifty percent (50%) of the Consolidated Net Income (if any and only to the extent a positive number) for the fiscal period consisting of the Fiscal Quarters of such Fiscal Year that have ended on or before such date.

     2. Amendment to Consolidated Fixed Charge Coverage Ratio Definition. The definition of Consolidated Fixed Charge Coverage Ratio as set forth in Annex II of the Credit Agreement is hereby amended to delete the period at the end thereof and add the following:

     , and (F) the 2004 Special Dividend.

     3. Addition to Definitions. Annex II of the Credit Agreement is hereby amended to add the following new definition thereto:

     “2004 Special Dividend’’ means the Distribution of a Fifteen Million Dollar ($15,000,000) dividend by International to its Class “L” shareholders.

     4. Consent to 2004 Special Dividend. Borrowers have notified the Administrative Agent and the Banks that Borrowers desire that International declare the 2004 Special Dividend to Holding on or before December 31, 2004, and pay the 2004 Special Dividend to Holding on or before January 31, 2005. Section 6.3(e) of the Credit Agreement states that no Borrower shall and noBorrower shall permit any of its Subsidiaries to, make or commit itself to make any Distribution, loan or advance to Holding or pay any management fee to Holding at any time other than pursuant to specific exceptions set forth therein. Because the 2004 Special Dividend does not apply to any of those exceptions, Borrowers hereby request that the Administrative Agent and the Required Banks consent to the declaration and payment of the 2004 Special Dividend as described in the first sentence of this Section 4. The Administrative Agent and the Required Banks hereby consent to the declaration and payment of the 2004 Special Dividend as described in the first sentence of this Section 4 on the condition that no Potential Default or Event of Default shall then exist or immediately thereafter shall begin to exist.

     5. Legal Fees. The Borrowers shall pay all legal fees and expenses of the Administrative Agent in connection with this Amendment promptly upon receipt of invoice.

     6. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and the Banks that (a) such Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind such Borrower with respect to the provisions hereof, (c) the execution and delivery hereof by such Borrower and the performance and observance by such Borrower of the provisions hereof do not violate or conflict with the organizational agreements of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) no Potential

2

Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) such Borrower is not aware of any claim or offset against, or defense or counterclaim to, such Borrower’s obligations or liabilities under the Credit Agreement or any other Loan Document; and (f) this Amendment constitutes a valid and binding obligation of such Borrower in every respect, enforceable in accordance with its terms.

     7. Waiver. Each Borrower, by signing below, hereby waives and releases the Administrative Agent and the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which such Borrower is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

     8. References to Credit Agreement. Each reference that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

     9. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

     10. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

     11. Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

     12. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Illinois, without regard to principles of conflict of laws.

[Remainder of page intentionally left blank.]

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     15. JURY TRIAL WAIVER. THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohio as of the date first set forth above.

ERICO INTERNATIONAL CORPORATION
By:	/s/ Jeffrey R. Steinhilber
Name:	Jeffrey R. Steinhilber
Title:	CFO
ERICO PRODUCTS, INC.
By:	/s/ Jeffrey R. Steinhilber
Name:	Jeffrey R. Steinhilber
Title:	CFO
ERICO EUROPE HOLDING B.V., formerly known
as ERICO EUROPA B.V.
By:	/s/ William H. Roj
Name:	William H. Roj
Title:	Director
LASALLE BANK NATIONAL ASSOCIATION,
as the Administrative Agent, Lead Arranger
and as a Bank, and as Issuing Bank
By:	/s/ Roy D. Hasbrook
Name:	Roy D. Hasbrook
Title:	SVP

4

GENERAL ELECTRIC CAPITAL CORPORATION,   as Co-Lead Arranger,   Co-Documentation Agent and as a Bank
By:	/s/ Christopher Cox
Name:	Christopher Cox
Title:	Duly Authorized Signatory
NATIONAL CITY BANK,   as Syndication Agent and as a Bank,
By:	/s/ Ronald J. Majka
Name:	Ronald J. Majka
Title:	Senior Vice President
KEYBANK NATIONAL ASSOCIATION,   as Documentation Agent and as a Bank
By:	/s/ Michael P. Shiplett
Name:	Michael P. Shiplett
Title:	Senior Vice President

5

EX-10.2

Exhibit 10.2

AMENDMENT NO. 4

     This AMENDMENT NO. 4 (this “Amendment”) is made as of the 16^th day of June, 2005, by and among ERICO INTERNATIONAL CORPORATION, an Ohio corporation, ERICO PRODUCTS, INC., an Ohio corporation, and ERICO EUROPE HOLDING B.V., formerly known as ERICO EUROPA B.V., a limited liability company organized under the laws of the Netherlands (collectively, the “Borrowers” and, individually, each a “Borrower”), the Banks, as defined in the Credit Agreement, as hereinafter defined, LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, issuing bank and administrative agent for the Banks (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as co-lead arranger and co-documentation agent, NATIONAL CITY BANK, as syndication agent, and KEYBANK NATIONAL ASSOCIATION, as documentation agent.

     WHEREAS, the Borrowers, the Administrative Agent and the Banks are parties to that certain Second Amended and Restated Multicurrency Credit and Security Agreement, dated as of December 2, 2002, that provides, among other things, for loans and letters of credit aggregating Seventy-Five Million Dollars ($75,000,000), all upon certain terms and conditions (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

     WHEREAS, the Borrowers, the Administrative Agent and the Banks desire to amend the Credit Agreement to modify certain provisions thereof;

     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement;

     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment, and

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the Borrowers, the Administrative Agent and the Banks hereby agree as follows:

1. Amendment to Indebtedness Covenant. Section 6.3(b) of the Credit Agreement is hereby amended to delete subpart (viii) therefrom and to insert in place thereof the following:

     (viii) subject to the limitations contained in Section 2.11 (a) and without duplication, Indebtedness of (x) a Borrower comprised of Fronting Bank LCs and Affiliate Fronting Bank LCs issued for the benefit of Non-US Subsidiaries (including Europa in the case of International), (y) Europa comprised of Advances, and (z) Wholly-Owned Non-US Subsidiaries (including Europa) comprised of intercompany loans from International, ERICO Products or, without duplication of (y) above, Europa, so long as the aggregate of the foregoing under (x), (y) and (z) incurred on and after the Second Amendment Closing Date shall not exceed Fifty-Five Million Dollars ($55,000,000) at any one time outstanding.

     2. Amendment to Investments. Section 6.3(d)(ii) of the Credit Agreement is hereby amended to delete subpart (VI) therefrom and to insert in place thereof the following;

     (VI) advances, loans, notes receivable or Guaranties comprised of (x) Fronting Bank LCs and Affiliate Fronting Bank LCs issued for account of a Borrower for the benefit of Non-US Subsidiaries (including Europa in the case of International), (y) intercompany loans to Non-US Subsidiaries from International, ERICO Products or Europa to the extent funded by Advances, and (z) investments or accounts receivable permitted by clause (i)(x) above, so long as the aggregate of the foregoing under (x), (y) and (z) incurred on and after the Second Amendment Closing Date shall not exceed Fifty-Five Million Dollars ($55,000,000) at any one time outstanding.

     3. Amendment to Intercompany Loans. Section 6.3(n) of the Credit Agreement is hereby amended to delete subpart (i) therefrom and to insert in place thereof the following:

          (i) [Reserved]

     4. Waiver of Intercompany Promissory Notes. The Administrative Agent and the Banks hereby waive the requirement that intercompany loans and advances from a Borrower or a Subsidiary that is a Guarantor to a Non-U.S. Subsidiary and Subordinated Intercompany Loans be evidenced by promissory notes. In connection therewith, the Administrative Agent and the Banks also waive the requirement that any such promissory notes be delivered to the Administrative Agent.

     5. Legal Fees. The Borrowers shall pay all legal fees and expenses of the Administrative Agent in connection with this Amendment promptly upon receipt of invoice.

     6. Representations and Warranties. Each Borrower hereby represents and warrants tothe Administrative Agent and the Banks that (a) such Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind such Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by such Borrower and the performance and observance by such Borrower of the provisions hereof do not violate or conflict with the organizational agreements of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) no Potential Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) such Borrower is not aware of any claim or offset against, or defense or counterclaim to, such Borrower’s obligations or liabilities under the Credit Agreement or any other Loan Document; and (f) this Amendment constitutes a valid and binding obligation of such Borrower in every respect, enforceable in accordance with its terms.

     7. Waiver. Each Borrower, by signing below, hereby waives and releases the Administrative Agent and the Banks and their respective directors, officers, employees,

2

attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which such Borrower is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

          8. References to Credit Agreement. Each reference that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

          9. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

          10. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

          11. Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

          12. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Illinois, without regard to principles of conflict of laws.

[Remainder of page intentionally left blank.]

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     13. JURY TRIAL WAIVER. THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohio as of the date first set forth above.

ERICO INTERNATIONAL CORPORATION
By:	/s/ Jeffrey R. Steinhilber
Name:	Jeffrey R. Steinhilber
Title:	CFO
ERICO PRODUCTS, INC.
By:	/s/ Jeffrey R. Steinhilber
Name:	Jeffrey R. Steinhilber
Title:	CFO
ERICO EUROPE HOLDING B.V., formerly known as ERICO EUROPA, B.V.
By:	/s/ William H. Roj
Name:	William H. Roj
Title:	Director
LASALLE BANK NATIONAL ASSOCIATION,      as the Administrative Agent, Lead Arranger            and as a Bank, and as Issuing Bank
By:	/s/ James P. Bahleda
Name:	James P. Bahleda
Title:	Vice President

4

GENERAL, ELECTRIC CAPITAL       CORPORATION.           as Co-Load Arranger Co-Documentation                 Agent and as a Bank
By:	/s/ Christopher Cox
Name :	Christopher Cox
Title:	Duly Authorized Signatory
NATIONAL, CITY BANK,       as Syndication Agent and as a Bank
By:	/s/ Ronald J. Majka
Name:	Ronald J. Majka
Title:	Senior Vice President
KEYBANK NATIONAL ASSOCIATION,      as Documentation Agent and as a Bank
By:	/s/ Michael P. Shiplett
Name:	Michael P. Shiplett
Title:	Senior Vice President

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, William H. Roj, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of ERICO International Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2005	By:	/s/ William H. Roj
	Name:	William H. Roj
	Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jeffrey R. Steinhilber, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of ERICO International Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2005	By:	/s/ Jeffrey R. Steinhilber
	Name:	Jeffrey R. Steinhilber
	Title:	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

In connection with the quarterly report of ERICO International Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to such officer’s knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: November 2, 2005	By:	/s/ William H. Roj
	Name:	William H. Roj
	Title:	Chief Executive Officer
	By:	/s/ Jeffrey R. Steinhilber
	Name:	Jeffrey R. Steinhilber
	Title:	Chief Financial Officer