10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended July 3, 2005

OR

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: 1-4639

CTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	35-0225010
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification Number)

905 West Boulevard North, Elkhart, IN	46514
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 574-293-7511

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 þ No o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of July 26 2005: 36,469,972.

CTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
Condensed Consolidated Statements of Earnings — For the Three Months and Six Months Ended July 3, 2005 and June 27, 2004			1
Condensed Consolidated Balance Sheets — As of July 3, 2005, and December 31, 2004			2
Condensed Consolidated Statements of Cash Flows — For the Six Months Ended July 3, 2005 and June 27, 2004			4
Condensed Consolidated Statements of Comprehensive Earnings — For the Three Months and Six Months Ended July 3, 2005 and June 27, 2004			6
Notes to Condensed Consolidated Financial Statements			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosure about Market Risk		31
Item 4.	Controls and Procedures		31
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 2	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		31
Item 4.	Submission of Matters to a Vote of Security Holders		32
Item 6.	Exhibits		32
SIGNATURES			33
Third Amendment to Credit Agreement
Named Executive Officer Compensation Summary
2005 Named Executive Officer Restricted Stock Unit Agreements
Section 302 Certification
Section 302 Certification
Section 906 Certification
Section 906 Certification

 i 

PART I — FINANCIAL INFORMATION

  Item 1. Financial Statements

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	July 3, 2005			June 27, 2004			July 3, 2005			June 27, 2004
Net sales	$	158,346		$	137,624		$	313,676		$	259,771
Costs and expenses:
Cost of goods sold		126,054			108,707			253,169			206,245
Selling, general and administrative expenses		17,697			16,622			35,614			31,499
Research and development expenses		4,567			4,673			9,354			9,557
Gain on sales of assets — Note K		(293	)		(3,006	)		(453	)		(3,067	)
Operating earnings		10,321			10,628			15,992			15,537
Other (expense) income:
Interest expense		(1,582	)		(1,590	)		(3,299	)		(3,123	)
Interest income		396			233			815			335
Other		(326	)		(401	)		(300	)		(519	)
Total other expense		(1,512	)		(1,758	)		(2,784	)		(3,307	)
Earnings before income taxes		8,809			8,870			13,208			12,230
Income tax expense — Note N		4,867			1,973			5,879			2,813
Net earnings	$	3,942		$	6,897		$	7,329		$	9,417
Net earnings per share — Note M
Basic	$	0.11		$	0.19		$	0.20		$	0.26
Diluted	$	0.10		$	0.18		$	0.19		$	0.26
Cash dividends declared per share	$	0.03		$	0.03		$	0.06		$	0.06
Average common shares outstanding:
Basic		36,621			35,986			36,508			35,971
Diluted		41,226			38,363			41,101			37,303

See notes to condensed consolidated financial statements.

1

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
(In thousands of dollars)

	July 3, 2005		December 31, 2004*
ASSETS
Current Assets
Cash and cash equivalents	$	14,194	$	61,005
Accounts receivable, less allowances (2005 — $2,012; 2004 — $1,450)		89,603		84,112
Inventories — Note E		58,549		42,734
Other current assets		12,358		7,728
Deferred income taxes		11,450		8,567
Total current assets		186,154		204,146
Property, plant and equipment, less accumulated depreciation (2005 — $261,524; 2004 — $272,480)		112,445		112,495
Other Assets
Prepaid pension asset — Note I		148,050		143,918
Goodwill — Notes C and F		24,269		513
Other intangible assets, net — Notes C and F		43,990		34,632
Deferred income taxes		23,557		23,221
Other		2,434		3,252
Total other assets		242,300		205,536
Total Assets	$	540,899	$	522,177

2

	July 3, 2005			December 31, 2004*
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable — Note G	$	3,000		$	3,311
Current portion of long-term debt — Note H		302			—
Accounts payable		70,044			55,614
Accrued liabilities		43,549			44,036
Total current liabilities		116,895			102,961
Long-term debt — Note H		85,602			94,150
Other long-term obligations		15,694			14,362
Shareholders’ Equity
Preferred stock — authorized 25,000,000 shares without par value; none issued		—			—
Common stock — authorized 75,000,000 shares without par value; 53,551,479 shares issued at July 3, 2005 and 52,666,798 shares issued at December 31, 2004		274,567			263,297
Additional contributed capital		23,718			22,761
Retained earnings		284,219			279,064
Accumulated other comprehensive earnings (loss)		(611	)		1,348
		581,893			566,470
Cost of common stock held in treasury — Note O (2005 — 17,054,807 shares; 2004 — 16,757,907 shares)		(259,185	)		(255,766	)
Total shareholders’ equity		322,708			310,704
Total Liabilities and Shareholders’ Equity	$	540,899		$	522,177

* The balance sheet at December 31, 2004, has been derived from the audited financial statements at that date.

See notes to condensed consolidated financial statements.

3

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
(In thousands of dollars)

	Six Months Ended
	July 3, 2005			June 27, 2004
Cash flows from operating activities:
Net earnings	$	7,329		$	9,417
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		13,649			14,009
Deferred income taxes		3,048			—
Equity-based compensation		1,077			543
Gain on sale of assets		(453	)		(3,067	)
Changes in assets and liabilities, net of effects from purchase of SMTEK
Accounts receivable		10,011			(10,259	)
Inventories		(1,564	)		(12,546	)
Other current assets		(3,336	)		(1,181	)
Prepaid pension asset		(4,132	)		(4,925	)
Accounts payable and accrued liabilities		(1,977	)		12,554
Other		947			163
Total adjustments		17,270			(4,709	)
Net cash provided by operations		24,599			4,708
Cash flows from investing activities:
Payment for purchase of SMTEK, net of cash acquired		(35,561	)		—
Capital expenditures		(5,911	)		(6,213	)
Proceeds from sales of assets		800			19,036
Net cash provided by (used in) investing activities		(40,672	)		12,823

4

	Six Months Ended
	July 3, 2005			June 27, 2004
Cash flows from financing activities:
Repayment of debt assumed in connection with purchase of SMTEK		(13,013	)		—
Payments of long-term debt		(108,201	)		(112,540	)
Proceeds from borrowings of long-term debt		98,522			121,660
Debt issue costs		—			(2,175	)
Decrease in short-term notes payable		(311	)		—
Dividends paid		(2,159	)		(2,229	)
Purchase of treasury stock		(3,388	)		—
Other		(69	)		(48	)
Net cash provided by (used in) financing activities		(28,619	)		4,668
Effect of exchange rate on cash and cash equivalents		(2,119	)		654
Net increase (decrease) in cash and cash equivalents		(46,811	)		22,853
Cash and cash equivalents at beginning of year		61,005			25,346
Cash and cash equivalents at end of period	$	14,194		$	48,199
Supplemental cash flow information
Cash paid during the period for:
Interest	$	2,935		$	2,905
Income taxes—net	$	2,801		$	3,800
Supplemental schedule of noncash investing and financing activities:
Refer to Note D, “Supplemental Schedule of Noncash Investing and Financing Activities”

See notes to condensed consolidated financial statements.

5

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS — UNAUDITED
(In thousands of dollars)

	Three Months Ended					Six Months Ended
	July 3, 2005			June 27, 2004		July 3, 2005			June 27, 2004
Net earnings	$	3,942		$	6,897	$	7,329		$	9,417
Other comprehensive earnings (loss):
Cumulative translation adjustment		(1,564	)		310		(1,959	)		657
Deferred gain on forward contracts		—			7		—			38
Comprehensive earnings	$	2,378		$	7,214	$	5,370		$	10,112

See notes to condensed consolidated financial statements.

6

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS — UNAUDITED
July 3, 2005

NOTE A—Basis of Presentation

The accompanying condensed consolidated interim financial statements have been prepared by CTS Corporation (CTS or the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated interim financial statements should be read in conjunction with the financial statements, notes thereto, and other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The accompanying unaudited condensed consolidated interim financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.

NOTE B—Stock-Based Employee Compensation

CTS accounts for stock-based employee compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and its related interpretations. Had employee compensation cost for CTS’ fixed, stock-based compensation plans been determined based on the fair value method, as defined by FAS No. 123, “Accounting for Stock-Based Compensation,” CTS’ net earnings and net earnings per share would have been adjusted to the pro forma amounts indicated below:

	Three Months Ended						Six Months Ended
($ in thousands, except per share amounts)	July 3, 2005			June 27, 2004			July 3, 2005			June 27, 2004
Net earnings, as reported	$	3,942		$	6,897		$	7,329		$	9,417
Deduct: Stock-based employee compensation cost, net of tax, if fair value based method were used		(149	)		(297	)		(280	)		(585	)
Proforma net earnings	$	3,793		$	6,600		$	7,049		$	8,832
Net earnings per share—basic, as reported	$	0.11		$	0.19		$	0.20		$	0.26
Proforma net earnings per share— basic		0.10			0.18			0.19			0.25
Net earnings per share—diluted, as reported		0.10			0.18			0.19			0.26
Proforma net earnings per share- diluted	$	0.10		$	0.18		$	0.18		$	0.24

7

NOTE C—Acquisition

Effective January 31, 2005, CTS acquired 100% of SMTEK International Inc., (SMTEK). The results of SMTEK’s operations have been included in the consolidated financial statements since that date. SMTEK is an EMS provider serving original equipment manufacturers in the medical, industrial, instrumentation, telecommunications, security, financial services, automation, aerospace, and defense industries. SMTEK has four facilities located in Moorpark and Santa Clara, California; Marlborough, Massachusetts; and Bangkok, Thailand. As a result of the acquisition, CTS expects to expand into new EMS markets, reduce customer concentrations, and increase its global footprint.

The net assets acquired were $48.1 million. The purchase price was comprised of $34.7 million of cash consideration, CTS common stock valued at $10.9 million, and $2.5 million of estimated transaction cost. In addition, CTS assumed $13.0 million of SMTEK debt which was immediately repaid. CTS issued approximately 812,000 shares of common stock in connection with the acquisition. Under generally accepted accounting principles, the value assigned to the common stock was determined based on the average market price of CTS’ common shares over the two-day period before and after the terms of the acquisition were agreed to and announced.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition.

($ in thousands)	At January 31, 2005
Current assets	$	35,256
Property, plant and equipment		6,108
Amortizable intangible assets		11,209
Goodwill		23,756
Other long-term assets		3,577
Total assets acquired		79,906
Current liabilities		16,690
Long-term liabilities		2,100
Debt assumed and repaid by CTS		13,013
Total liabilities acquired		31,803
Net assets acquired	$	48,103

During the second quarter of 2005, the Company revised its estimate of the fair value of net deferred tax assets acquired after completing its analysis of SMTEK’s historical net operating losses and the related carryforward limitations by taxing jurisdictions. As a result of that analysis, the Company recorded a net deferred tax asset of $6.2 million. In addition, the Company recorded reserves of $0.7 million for the consolidation of the Marlborough, Massachusetts facility, acquired in the SMTEK acquisition, into CTS’ Londonderry, New Hampshire facility. CTS is in the process of obtaining a third-party valuation of certain intangibles and analyzing other aspects of the acquired operations. Accordingly, the allocation of the purchase price is subject to refinement.

Of the $11.2 million of amortizable intangible assets, $10.7 million was assigned to customer relationships (13 year useful life), $0.4 million to customer order backlog (90 days useful life), and $0.1 million to employment agreements (2 year useful life). The $23.8 million of goodwill was assigned to the EMS business segment. None of these amounts are deductible for tax purposes.

8

The following table presents CTS’ unaudited proforma consolidated results of operations for the three months ended June 27, 2004 and the six months ended July 3, 2005 and June 27, 2004 as if the acquisition had been completed at the beginning of each period. The pro forma information is presented for comparative purposes only and does not purport to be indicative of what would have occurred had the acquisition actually been made at such date, nor is it necessarily indicative of future operating results.

	Proforma		Proforma
	Three Months Ended		Six Months Ended
($ in thousands, except per share amounts)	June 27, 2004		July 3, 2005		June 27, 2004
Revenues	$	167,527	$	323,723	$	312,230
Net income	$	7,855	$	7,507	$	10,070
Earnings per share:
Basic	$	0.21	$	0.21	$	0.27
Diluted	$	0.20	$	0.19	$	0.27

NOTE D—Supplemental Schedule of Noncash Investing and Financing Activities

In 2005, the Company purchased all of the capital stock of SMTEK for $61.1 million. In conjunction with the acquisition, CTS issued common stock and assumed liabilities as follows (refer also to Note C, “Acquisition”):

($ in millions)
Cash paid	$	37.2
Fair value of stock issued		10.9
Liabilities assumed		31.8
Fair value of assets acquired	$	79.9

NOTE E—Inventories

Inventory consist of the following:

($ in thousands)	July 3, 2005		December 31, 2004
Finished goods	$	10,514	$	10,815
Work-in-process		15,023		8,058
Raw materials		33,012		23,861
Total inventories	$	58,549	$	42,734

9

NOTE F—Intangible Assets

CTS has the following intangible assets:

	July 3, 2005					December 31, 2004
	Gross					Gross
	Carrying		Accumulated			Carrying		Accumulated
($ in thousands)	Amount		Amortization			Amount		Amortization
Amortized intangible assets:
Customer lists/relationships	$	47,144	$	(7,446	)	$	36,405	$	(6,490	)
Patents		10,319		(6,138	)		10,319		(5,602	)
Employment agreements		140		(29	)		—		—
Customer order backlog		330		(330	)		—		—
		57,933		(13,943	)		46,724		(12,092	)
Goodwill		24,269		—			513		—
Total intangibles	$	82,202	$	(13,943	)	$	47,237	$	(12,092	)

Of the net intangible balance at July 3, 2005, $34.0 million relates to the Components and Sensors business segment and $34.3 million relates to the EMS business segment.

CTS recorded amortization expense of $1.9 million and $1.2 million for the six months ended July 3, 2005 and June 27, 2004, respectively. CTS estimates annual amortization expense of $3.4 million in 2005.

NOTE G—Notes Payable

CTS had line of credit arrangements of $22.3 million and $13.3 million at July 3, 2005 and December 31, 2004, respectively. These arrangements are generally subject to annual renewal and renegotiation, and may be withdrawn at the banks’ option. The majority of the line of credit arrangements existing at July 3, 2005 are unsecured. However, one line of credit for $0.5 million is secured by building and equipment in Thailand.

10

NOTE H—Long-Term Debt

Long-term debt was comprised of the following at July 3, 2005 and December 31, 2004:

($ in thousands)	July 3, 2005		December 31, 2004
Revolving credit agreement, average interest rate of 5.4% (2005) and 4.2% (2004), due in 2007	$	4,815	$	9,150
Convertible, senior subordinated debentures at a weighted-average rate of 2.1%, due in 2024		60,000		60,000
Convertible, subordinated debentures at a weighted-averaged rate of 6.5%, due in 2007		20,000		25,000
Term loan, interest rate 5.75%, due in 2011		947		—
Other debt, weighted-average rate 7.9%, due 2005—2006		142		—
		85,904		94,150
Less current maturities		302		—
Total long-term debt	$	85,602	$	94,150

CTS has a $75 million senior, secured revolving credit agreement that had an outstanding balance of $4.8 million at July 3, 2005. Any outstanding balances under the revolving credit agreement are senior to CTS’ convertible debentures. The revolving credit agreement is collateralized by substantially all U.S. assets and a pledge of 65% of the capital stock of certain non-U.S. subsidiaries. Interest rates on the revolving credit agreement fluctuate based upon LIBOR. CTS pays a commitment fee on the undrawn portion of the revolving credit agreement. The commitment fee varies based on performance under certain financial covenants and was 0.4 percent per annum at July 3, 2005. The revolving credit agreement requires, among other things, that CTS comply with a minimum fixed charge coverage, a maximum leverage ratio, and a minimum tangible net worth. Failure of CTS to comply with these covenants could reduce the borrowing availability under the revolving credit agreement. Additionally, the revolving credit agreement limits the amounts allowed for dividends, capital expenditures, and acquisitions. The revolving credit agreement expires in July 2007.

CTS has issued $60 million convertible senior subordinated debentures ($60 million Debentures). These unsecured debentures bear interest at an annual rate of 2.125%, payable semiannually on May 1 and November 1 of each year through the maturity date of May 1, 2024. The $60 million Debentures are convertible, under certain circumstances, into CTS common stock at a conversion price of $15.00 per share (which is equivalent to an initial conversion rate of approximately 66.6667 shares per $1,000 principal amount of the notes). Upon conversion of the $60 million Debentures, in lieu of delivering common stock, the Company may, at its discretion, deliver cash or a combination of cash and common stock.

Holders may convert the $60 million Debentures at any time during a conversion period if the closing price of CTS common stock is more than 120% of the conversion price ($18.00 per common share) for at least 20 of the 30 consecutive trading days immediately preceding the first trading day of the conversion period. The conversion periods begin on February 15, May 15, August 15, and November 15 of each year. Holders may also convert the notes if certain corporate transactions occur. As of July 3, 2005, none of the conditions for conversion of the $60 million Debentures were satisfied.

CTS may, at its option, redeem all or a portion of the $60 million Debentures for cash at any time on or after May 1, 2009, at a redemption price equal to the principal amount of the notes plus any accrued and unpaid interest at the redemption date. Holders may require CTS to purchase for cash all or part of their notes on May 1, 2009, 2014, and 2019, or upon the occurrence of certain events, at 100% of the principal amount of the notes plus accrued and unpaid interest up to, but not including, the date of purchase.

11

The Company has $20 million of 6.5% convertible, subordinated debentures (6.5% Debentures) outstanding at July 3, 2005. These debentures are unsecured and convert into CTS common stock at a conversion price of $20.05 per share. At any time after April 2005, the purchasers may accelerate the maturity of the debentures. CTS also has the right at any time after April 2005 and under certain circumstances, to force conversion of the debentures into common stock. Interest on the debentures is payable semi-annually. In accordance with the provisions of the 6.5% Debentures, one debenture holder exercised its put option and accelerated the maturity of its debenture, totaling $5 million, in the second quarter of 2005.

In connection with the acquisition of SMTEK, CTS assumed a term loan, which has a balance of $0.9 million at July 3, 2005. The term loan is secured by machinery and equipment of the Thailand manufacturing facility and requires monthly payments through May 2011.

NOTE I—Retirement Plans

Net pension (income) / postretirement expense for the three and six month periods ended July 3, 2005 and June 27, 2004 includes the following components:

	Three Months Ended						Six Months Ended
($ in thousands)	July 3, 2005			June 27, 2004			July 3, 2005			June 27, 2004
PENSION PLANS
Service cost	$	1,312		$	1,340		$	2,630		$	2,680
Interest cost		2,839			2,823			5,685			5,646
Expected return on plan assets (1)		(6,311	)		(6,763	)		(12,629	)		(13,526	)
Amortization of unrecognized:
Transition obligation		(76	)		(118	)		(152	)		(236	)
Prior service cost		205			225			411			450
Recognized (gain) loss		184			160			368			320
Curtailment loss		—			—			475			—
Net pension (income)	$	(1,847	)	$	(2,333	)	$	(3,212	)	$	(4,666	)

(1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses.

In 2005, CTS recognized a pension plan curtailment loss of approximately $0.5 million due to reduced employment levels.

12

	Three Months Ended				Six Months Ended
($ in thousands)	July 3, 2005		June 27, 2004		July 3, 2005		June 27, 2004
OTHER POSTRETIREMENT BENEFIT PLAN
Service cost	$	7	$	7	$	14	$	14
Interest cost		79		78		158		156
Net postretirement expense	$	86	$	85	$	172	$	170

NOTE J—Business Segments

FAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” requires companies to provide certain information about their operating segments. CTS has two reportable business segments: 1) Components and Sensors and 2) Electronics Manufacturing Services (EMS).

Components and sensors are products which perform specific electronic functions for a given product family and are intended for use in customer assemblies. Components and sensors consist principally of automotive sensors and actuators used in commercial or consumer vehicles; electronic components used in cellular handsets, communications infrastructure and computer markets; low temperature cofired ceramic (LTCC) electronic substrates used in various communications applications; terminators, including ClearONE™ terminators, used in computer and other high speed applications, switches, resistor networks, and potentiometers used to serve multiple markets.

EMS includes the higher level assembly of electronic and mechanical components into a finished subassembly or assembly performed under a contract manufacturing agreement with an OEM or other contract manufacturer. EMS also includes design and manufacture of interconnect systems and complex backplanes as may be required by the customer.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in the Company’s annual report on Form 10-K. Management evaluates performance based upon segment operating earnings before interest and income taxes.

13

Summarized financial information concerning CTS’ reportable segments is shown in the following table:

	Components
($ in thousands)	and Sensors		EMS		Total
Second Quarter of 2005
Net sales to external customers	$	66,475	$	91,871	$	158,346
Segment operating earnings	$	7,471	$	2,850	$	10,321
Total assets	$	382,445	$	158,454	$	540,899
Second Quarter of 2004
Net sales to external customers	$	68,194	$	69,430	$	137,624
Segment operating earnings	$	8,739	$	1,889	$	10,628
Total assets	$	413,244	$	98,836	$	512,080
First Six Months of 2005
Net sales to external customers	$	130,639	$	183,037	$	313,676
Segment operating earnings	$	11,011	$	4,981	$	15,992
Total assets	$	382,445	$	158,454	$	540,899
First Six Months of 2004
Net sales to external customers	$	131,713	$	128,058	$	259,771
Segment operating earnings	$	11,790	$	3,747	$	15,537
Total assets	$	413,244	$	98,836	$	512,080

Reconciling information between reportable segments’ operating earnings and CTS’ consolidated pre-tax income is shown in the following table:

	Three Months Ended						Six Months Ended
	July 3, 2005			June 27, 2004			July 3, 2005			June 27, 2004
	($ in thousands)
Total segment operating earnings	$	10,321		$	10,628		$	15,992		$	15,537
Interest expense		(1,582	)		(1,590	)		(3,299	)		(3,123	)
Other income (expense)		70			(168	)		515			(184	)
Earnings before income taxes	$	8,809		$	8,870		$	13,208		$	12,230

14

NOTE K – Asset Sales

During the first six months of 2004, CTS sold approximately $16.5 million of assets held for sale, including its Longtan, Taiwan building. The proceeds on sales of these assets held for sale approximated the carrying value. CTS also sold excess land located near its Canadian facility for approximately $2.7 million during the first six months of 2004 and recorded a related gain of $2.7 million.

NOTE L—Contingencies

Certain processes in the manufacture of CTS’ current and past products create hazardous waste by-products as currently defined by federal and state laws and regulations. CTS has been notified by the U.S. Environmental Protection Agency, state environmental agencies and, in some cases, generator groups, that it is or may be a Potentially Responsible Party (PRP) regarding hazardous waste remediation at several non-CTS sites. In addition to these non-CTS sites, CTS has an ongoing practice of providing reserves for probable remediation activities at certain of its manufacturing locations and for claims and proceedings against CTS with respect to other environmental matters. In the opinion of management, based upon presently available information relating to all such matters, either adequate provision for probable costs has been made, or the ultimate costs resulting will not materially affect the consolidated financial position, results of operations, or cash flows of CTS.

Certain claims are pending against CTS with respect to matters arising out of the ordinary conduct of its business. For all claims, in the opinion of management, based upon presently available information, either adequate provision for anticipated costs has been made or the ultimate anticipated costs resulting will not materially affect CTS’ consolidated financial position, results of operations or cash flows.

15

NOTE M—Earnings Per Share

FAS No. 128, “Earnings per Share,” requires companies to provide a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations. The calculations below provide net earnings, average common shares outstanding, and the resultant earnings per share for both basic and diluted EPS for the three and six month periods ending July 3, 2005 and June 27, 2004.

	Net		Shares
	Earnings		(in thousands)			Per Share
($ in thousands, except per share amounts)	(Numerator)		(Denominator)			Amount
Second Quarter 2005
Basic EPS	$	3,942		36,621		$	0.11
Convertible debt		244		4,000
Equity-based compensation plans				605
Diluted EPS	$	4,186		41,226		$	0.10
Second Quarter 2004
Basic EPS	$	6,897		35,986		$	0.19
Convertible debt		132		2,110	(2)
Equity-based compensation plans				239
Other				28	(1)
Diluted EPS	$	7,029		38,363		$	0.18	(2)
First Six Months of 2005
Basic EPS	$	7,329		36,508		$	0.20
Convertible debt		495		4,000
Equity-based compensation plans				593
Diluted EPS	$	7,824		41,101		$	0.19
First Six Months of 2004
Basic EPS	$	9,417		35,971		$	0.26
Convertible debt		132		1,055	(2)
Equity-based compensation plans				249
Other				28	(1)
Diluted EPS	$	9,549		37,303		$	0.26	(2)

(1)

Includes 28 shares of CTS common stock for the quarter and six-month period ending June 27, 2004, to be issued to the former DCA shareholders.

(2)

Diluted earnings per share for the three and six month periods ending June 27, 2004 have been restated to reflect the impact of adopting Emerging Issues Task Force (EITF) No. 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.” EITF No. 04-08 was issued and became effective in the fourth quarter of 2004. Earlier periods have been restated to show diluted earnings per share on a consistent basis.

16

The following table shows the potentially dilutive securities which have been excluded from the diluted earnings per share calculation for the three and six month periods ending July 3, 2005 and June 27, 2004 because they are either anti-dilutive, or the exercise price exceeds the average market price.

	Three Months Ended				Six Months Ended
(Number of shares in thousands)	July 3, 2005		June 27, 2004		July 3, 2005		June 27, 2004
Stock options where the exercise price exceeds the average market price of common shares during the period		689		771		701		723
Securities related to the 6.5% Debentures		1,080		1,247		1,163		1,247

NOTE N—Income Taxes

In October 2004, the American Jobs Creation Act of 2004 (Jobs Act) was signed into law. The Jobs Acts provides certain domestic companies a temporary incentive to repatriate, during 2005, previously undistributed earnings abroad by providing an 85% dividends received deduction for certain dividends from controlled foreign corporations. To qualify, the repatriated earnings must be reinvested in the United States pursuant to a domestic reinvestment plan established by the company’s chief executive officer and subsequently approved by the company’s board of directors. In the second quarter of 2005, CTS’s Board of Directors approved a domestic reinvestment plan (the Plan), authorizing the Company to receive cash dividends of up to $75 million during the current taxable year. The Company did receive dividends of $50 million from certain foreign subsidiaries during the quarter and, accordingly, the Company recorded a related tax expense increase of $4.5 million. The Company continues to review the possibility of repatriating additional foreign dividends under the Plan. CTS expects to determine the amounts and sources of foreign earnings to be repatriated, if any, no later than the fourth quarter of 2005. While the Company is not yet in a position to determine the impact of the additional qualifying repatriation on its 2005 income tax expense, the related potential income tax effect on possible repatriation amounts up to $25 million is approximately $1.6 million, of which, foreign withholding taxes are estimated as $0.4 million.

At July 3, 2005, no provision had been made for U.S. federal and state income taxes on approximately $138 million of foreign earnings, which are expected to be reinvested outside of the United States indefinitely. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes (subject to a possible adjustment for foreign tax credits), state income taxes, and withholding taxes payable to the various foreign countries. As noted above, the Company is reviewing the possibility of repatriating up to $25 million during the remainder of 2005, the tax effect of which is described above. In the event all undistributed earnings were remitted, approximately $5.0 million of foreign withholding taxes would be imposed. The amount of unremitted earnings for which no taxes have been provided decreased substantially in the current quarter due to the change in tax law and actions taken described above, which caused the Company to change previous plans to permanently reinvest a portion of those unremitted earnings.

During the second quarter of 2005, the Company recorded a tax benefit of $1.7 million resulting from the reversal of reserves that were no longer required following the successful resolution of tax issues in certain jurisdictions.

During the second quarter of 2004, CTS changed the estimate of its 2004 effective tax rate from 25% to 23%. The lower effective tax rate reflects the increased profits being reported in lower-taxed jurisdictions and the notification that manufacturing incentives in one foreign jurisdiction qualified CTS for a lower statutory rate, expiring in 2011, subject to certain conditions.

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NOTE O – Treasury Stock

In July 2004, CTS’ Board of Directors authorized a program to repurchase up to one million shares of its common stock in the open market during the next two years. Reacquired shares will be used to support equity-based compensation programs and for other corporate purposes. During the second quarter of 2005, CTS repurchased 322,100 shares at a total cost of $3.7 million. CTS is authorized to repurchase an additional 494,900 shares under the July 2004 program.

NOTE P—New Accounting Pronouncements

In late December 2004, the FASB issued FAS No. 123R, “Share-Based Payment.” FAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). FAS No. 123R eliminates the alternative to use APB Opinion No. 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. FAS No. 123R will be effective for CTS in January 1, 2006. CTS currently follows the provisions of APB Opinion No. 25 to account for stock options. Accordingly, the provisions of FAS No. 123R will reduce earnings upon adoption. CTS is currently reviewing the provisions of FAS No. 123R to determine its impact on CTS’ financial statements.

In November 2004, the FASB finalized FAS No. 151, “Inventory Costs, an amendment to ARB No. 43, Chapter 4.” FAS No. 151 amends the guidance in ARB No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. FAS No. 151 is effective for CTS on January 1, 2006. CTS is currently reviewing the provisions of the new standard, but does not expect the standard will have a material impact on its financial statements.

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

Overview

CTS is a global manufacturer of components and sensors used in the automotive, communications and computer markets. The Company also provides electronic manufacturing solutions, including design and supply chain management functions, primarily serving the communications, computer, industrial, security, medical and aerospace markets under contract arrangements with the original equipment manufacturers (OEMs). Sales and marketing are accomplished through CTS sales engineers, independent manufacturer’s representatives and distributors. Sales are reported through two business segments, Electronics Manufacturing Services (EMS) and Components and Sensors.

On January 31, 2005, CTS acquired all of the outstanding stock of SMTEK International Inc., (SMTEK), an EMS provider serving OEM’s in the medical, industrial, instrumentation, telecommunications, security, financial services, automation, aerospace, and defense industries. CTS expects this acquisition to accelerate its expansion into new markets, reduce customer concentrations, and increase its global footprint. Under the purchase method of accounting, the assets acquired and liabilities assumed from SMTEK were recorded as of the date of acquisition, at their respective fair values. CTS is in the process of obtaining third-party valuations of certain intangible assets. Accordingly, the allocation of the purchase price is subject to refinement. The results of SMTEK’s operations have been included in the consolidated financial statements since January 31, 2005. Please refer to Note C — “Acquisition” for more information related to this transaction. SMTEK is included in the EMS business segment.

In the second quarter of 2005, sales of EMS and Components and Sensors business segments represented 58.0% and 42.0% of CTS’ total sales respectively, compared to 50.4% and 49.6% respectively in the second quarter of 2004. The EMS sales percentage increased year-over-year due primarily to the acquisition of SMTEK.

As discussed in more detail throughout the Management’s Discussion and Analysis:

§	Sales increased $20.7 million, or 15.1%, in the second quarter of 2005 over the second quarter of 2004.
§	Gross margins, as a percentage of sales, were 20.4% and 21.0% in the second quarter of 2005 and 2004, respectively.
§	As a percentage of sales, selling, general and administrative expenses decreased to 11.2%, from 12.1% in the second quarter of 2004.
§	The second quarter of 2004 included a gain of $2.7 million, or $0.05 per share related to the sale of excess land in Canada.
§	Income tax expense included a net impact of $2.8 million or $0.07 per share related to the $4.5 million of expense for the repatriation of foreign cash to the United States under the provision of the American Jobs Creation Act of 2004 and a $1.7 million benefit relating to the reversal of income tax reserves due to the successful resolution of tax issues in certain foreign jurisdictions.
§	Net earnings were $3.9 million, or $0.10 per share, in the second quarter of 2005 compared to $6.9 million, or $0.18 per share, in the second quarter of 2004.
§	Adjusted EPS for the second quarter of 2005 were $0.17 compared to adjusted EPS in 2004 of $0.13. (See reconciliation following discussion of Critical Accounting Policies).
§	Cash flows provided by operations increased by $19.9 million in the first half of 2005 over the first half of 2004.

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Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect its consolidated financial statements.

§	Estimating inventory valuation, the allowance for the doubtful accounts and other accrued liabilities
§	Valuation of long-lived and intangible assets and depreciation/amortization periods
§	Income taxes
§	Retirement plans

In the first six months of 2005, there have been no changes in the above critical accounting policies, except that the following policy has been enhanced to address the SMTEK acquisition.

Valuation of long-lived and intangible assets and depreciation/amortization periods

CTS accounts for acquisitions under the purchase method of accounting pursuant to FAS No. 141, “Business Combinations.” Under the purchase method of accounting, the values assigned to assets acquired and liabilities assumed are based on various factors including fair market values, discounted expected cash flows, and third-party valuations. Goodwill represents the excess of cost of the acquired business over the net amounts assigned to assets acquired and liabilities assumed.

CTS reviews the value assigned to its goodwill on an annual basis in accordance with FAS No. 142 “Goodwill and Other Intangible Assets.” In addition, CTS assesses the carrying value of long-lived and other intangible assets and the remaining useful lives whenever events or changes in circumstances indicate the carrying value may not be recoverable or the estimated useful life may no longer be appropriate. Factors considered important which could trigger this review include significant decreases in operating results, significant changes in its use of the assets, competitive factors and the strategy of its business, and significant negative industry or economic trends. The Company cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on the reported asset values. Such events may include strategic decisions made in response to the economic conditions relative to product lines, operations, and the impact of the economic environment on our customer base.

When the Company determines that the carrying value of long-lived and intangible assets may not be recoverable based on an assessment of future undiscounted cash flows from the use of those assets, an impairment charge to record the assets at fair value may be recorded. Impairment is measured based on fair values utilizing estimated discounted cash flows, published third-party sources, third-party offers, and information furnished by third-party brokers/dealers.

20

The following table provides a reconciliation of Operating Earnings to Adjusted Operating Earnings

	Quarter Ending					Six Months Ended
	July 3, 2005		June 27, 2004			July 3, 2005		June 27, 2004
Operating earnings	$	10.3	$	10.6		$	16.0	$	15.5
Gain on sale of excess
Canadian land				(2.7	)				(2.7	)
Adjusted operating earnings	$	10.3	$	7.9		$	16.0	$	12.8

Adjusted operating earnings is a non-GAAP financial measure which CTS has calculated excluding the 2004 gain on the sale of excess land in Canada. Management believes adjusted operating excluding this item is useful information to investors in making comparisons between periods.

The following table provides a reconciliation of Earnings Per Share to Adjusted Earnings Per Share

	Quarter Ending					Six Months Ended
	July 3, 2005		June 27, 2004			July 3, 2005		June 27, 2004
Earnings per share — diluted	$	0.10	$	0.18	(1)	$	0.19	$	0.26	(1)
Tax affected charges (credits) to reported earnings per share:
Gain on sale of excess
Canadian land				(0.05	)				(0.06	)
Impact of tax repatriation & reversal of tax reserves		0.07					0.07
Total tax affected adjustments to reported earnings per share		0.07		(0.05	)		0.07		(0.06	)
Adjusted earnings per share	$	0.17	$	0.13		$	0.26	$	0.20

(1) Diluted earnings per share for the three and six months ending June 27, 2004 have been restated to reflect the impact of adopting Emerging Issues Task Force (EITF) No. 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.” EITF No. 04-08 was issued and became effective in the fourth quarter of 2004. Earlier periods have been restated to show diluted earnings per share on a consistent basis.

Adjusted earnings per share is a non-GAAP financial measure which CTS has calculated by excluding the 2005 tax expense related to the cash repatriation and the reversal of tax reserves and the 2004 gain on the sale of excess land in Canada. Management believes adjusted earnings per share excluding these two items is useful information to investors in making comparisons between periods.

21

Results of Operations

Comparison of Second Quarter 2005 and Second Quarter 2004

Business Segment Discussion

Refer to Note J, “Business Segments,” for a description of the Company’s business segments.

The following table highlights the segment results for the three-month periods ending July 3, 2005 and June 27, 2004:

	Components						Consolidated
($ in thousands)	& Sensors			EMS			Total
Second Quarter 2005
Sales	$	66,475		$	91,871		$	158,346
Segment operating earnings		7,471			2,850			10,321
% of sales		11.2	%		3.1	%		6.5	%
Second Quarter 2004
Sales	$	68,194		$	69,430		$	137,624
Segment operating earnings		8,739	(1)		1,889			10,628	(1)
% of sales		12.8	%(1)		2.7	%		7.7	%

⁽¹⁾ Includes a $2.7 million or 4.1% of sales gain on sale of excess land in Canada.

Sales in the Components and Sensors business segment were down $1.7 million, or 2.5% from the second quarter of 2004. The decrease in sales was attributable primarily to lower sales into mobile handset applications, partially offset by growth in the automotive products. Segment operating earnings were $7.5 million, down $1.3 million from second quarter of 2004, which included a $2.7 million gain on the sale of excess land in Canada. Other operating earning improvements resulted from cost improvement initiatives and savings related to personnel reductions incurred in the first quarter of 2005.

The EMS segment experienced a sales increase of $22.4 million in the second quarter of 2005, or 32.3% from the second quarter of 2004. The EMS revenue increase includes sales of $29.3 million from the acquired SMTEK business partially offset by lower communication infrastructure sales in China.

The EMS segment operating earnings increased $1.0 million primarily due to higher volumes as a result of the SMTEK acquisition.

22

Total Company Discussion

The following table highlights changes in significant components of the condensed consolidated statements of earnings for the three-month periods ended July 3, 2005 and June 27, 2004:

	Three months ended						Increase
($ in thousands, except net earnings per share)	July 3, 2005			June 27, 2004			(Decrease)
Net sales	$	158,346		$	137,624		$	20,722
Gross margin		32,292			28,917			3,375
% of net sales		20.4	%		21.0	%		(0.6	)%
Selling, general and administrative expenses		17,697			16,622			1,075
% of net sales		11.2	%		12.1	%		(0.9	)%
Research and development expenses		4,567			4,673			(106	)
% of net sales		2.9	%		3.4	%		(0.5	)%
Gain on sale of assets		(293	)		(3,006	)		2,713
Operating earnings		10,321			10,628			(307	)
% of net sales		6.5	%		7.7	%		(1.2	)%
Income tax expense		4,867			1,973			2,894
Net earnings	$	3,942		$	6,897		$	(2,955	)
% of net sales		2.5	%		5.0	%		(2.5	)%
Net earnings per share — diluted	$	0.10		$	0.18	(1)	$	(0.08	)

Second quarter sales of $158.3 million, increased $20.7 million or 15.1% from the second quarter of 2004. The increase was attributable to $29.3 million of sales from the acquired SMTEK business and growth in automotive products, partially offset by lower EMS sales into the communication infrastructure market in China and Component and Sensors sales into mobile handset applications.

Gross margin increased $3.4 million in the second quarter of 2005 from the second quarter of 2004, primarily due to increased sales. As a percentage of sales, gross margin decreased to 20.4% in the second quarter of 2005, from 21.0% in the second quarter of 2004. This is primarily due to a higher percent of EMS segment sales, which inherently have a lower gross margin percentage than Components and Sensors segment sales. Improvements in the Components and Sensors segment margins and savings related to personnel reductions incurred in the first quarter of 2005 partially offset the impact of the segment mix change.

Selling, general and administrative expenses were $17.7 million, or 11.2% of sales, in the second quarter of 2005 versus $16.6 million, or 12.1% of sales in the second quarter of 2004. The increase was, to a large extent, due to the incremental expense impact resulting from the acquired SMTEK business.

Research and development expenses were $4.6 million, or 2.9% of sales versus $4.7 million, or 3.4% of sales in the second quarter of 2004. The percentage decrease was primarily due to the acquired SMTEK business as research and development expenditures in the EMS business segment are typically much lower than in the Components and Sensors business segment.

23

Significant ongoing research and development activities continue in Components and Sensors to support expanded application and new product development.

Operating earnings in the second quarter of 2004 included a $2.7 million, or $0.05 per share, impact from the gain on the sale of excess land in Canada. Adjusted operating earnings improved to $10.3 million, or 6.5% of sales, in the second quarter at 2005 from $7.9 million or 5.8% in the second quarter of 2004 (see reconciliation of adjusted operating earnings). The adjusted operating earnings increase relates to the gross margin improvements, as noted above.

In the second quarter of 2005, income tax expense included a net impact of $2.8 million or $0.07 per share related to the $4.5 million of expense for the repatriation of foreign cash to the United States under the provision of the American Jobs Creation Act of 2004 and a $1.7 million benefit relating to the reversal of income tax reserves due to the successful resolution of tax issues in certain jurisdictions.

Net earnings of $3.9 million, or 2.5% of sales, decreased $3.0 million versus the second quarter of 2004. Net earnings per share of $0.10 were $0.08 lower than second quarter 2004. The adjusted earnings per share for the second quarter of 2005 was $0.17, or a $0.04 per share increase from adjusted earnings per share in 2004 (see reconciliation on page 21).

24

Comparison of First Half 2005 and First Half 2004

Business Segment Discussion

The following table highlights the business segment results for the six-month periods ending July 3, 2005 and June 27, 2004:

	Components						Consolidated
($ in thousands)	& Sensors			EMS			Total
First Six Months 2005
Sales	$	130,639		$	183,037		$	313,676
Segment operating earnings		11,011			4,981			15,992
% of sales		8.4	%		2.7	%		5.1	%
First Six Months 2004
Sales	$	131,713		$	128,058		$	259,771
Segment operating earnings		11,790	(1)		3,747			15,537	(1)
% of sales		9.0	%		2.9	%		6.0	%

⁽¹⁾ Includes a $2.7 million on gain on sale of excess land in Canada.

During the first six months of 2005, sales of Components and Sensors and EMS products, as a percentage of total sales, were 41.6% and 58.4% respectively. The first six months of 2004 sales of Components and Sensors and EMS products, as a percentage of total sales, were 50.7% and 49.3% respectively.

The Components and Sensors business segment sales decreased $1.1 million or 0.8% from prior year. The decrease was primarily due to lower sales into mobile handset applications, partially offset by growth in the automotive products. Operating earnings decreased $0.8 million due to a $2.7 million gain on sale of excess land in Canada in the first half of 2004. The negative impact of lower sales volume was more than offset by ongoing cost improvement initiatives, lower depreciation and changes in the allocation of certain factory costs to the EMS segment due to the establishment of a new EMS operation in shared Singapore facilities.

The EMS segment experienced a sales increase of $55.0 million in the first six months of 2005, or 42.9% from the first six months of 2004. The EMS revenue increase includes sales from the acquired SMTEK business of $52.5 million and increased sales of networking equipment, partially offset by the lower sales in the communication infrastructure market in China.

EMS segment operating earnings increased $1.2 million primarily due to higher volumes, partially offset by the establishment of a new EMS operation in shared Singapore facilities, as noted above and increased depreciation and amortization expense.

25

Total Company Discussion

The following table highlights changes in significant components of the condensed consolidated statements of earnings for the six-month periods ended July 3, 2005 and June 27, 2004:

	Six months ended						Increase
($ in thousands, except net earnings per share)	July 3, 2005			June 27, 2004			(Decrease)
Net sales	$	313,676		$	259,771		$	53,905
Gross margin		60,507			53,526			6,981
% of net sales		19.3	%		20.6	%		(1.3	)%
Selling, general and administrative expenses		35,614			31,499			4,115
% of net sales		11.4	%		12.1	%		(0.7	)%
Research and development expenses		9,354			9,557			(203	)
% of net sales		3.0	%		3.7	%		(0.7	)%
Gain on sale of assets		(453	)		(3,067	)		2,614
Operating earnings		15,992			15,537			455
% of net sales		5.1	%		6.0	%		(0.9	)%
Income tax expense		5,879			2,813			3,066
Net earnings	$	7,329		$	9,417		$	(2,088	)
% of net sales		2.3	%		3.6	%		(1.3	)%
Net earnings per share — diluted	$	0.19		$	0.26		$	(0.07	)

Net sales of $313.7 million, including $52.5 million from the acquired SMTEK business, increased $53.9 million for the first half of 2005, or 20.8% from the first half of 2004. Other increases in sales were primarily due to higher demand in networking equipment and growth in automotive products partially offset by reduced sales in communication infrastructure.

Gross margin increased $7.0 million, or 13.0%, for the first half of 2005, primarily due to increased sales, including sales from the acquired SMTEK business. As a percentage of sales, gross margin decreased to 19.3% in the first half of 2005 compared to 20.6% in the first half of 2004. This is primarily due to a higher percentage of EMS segment sales, which have a lower gross margin percentage than Components and Sensors segment sales.

Selling, general and administrative expenses increased $4.1 million, primarily due to the incremental expense impact resulting from the addition of the acquired SMTEK business. In addition, the first half of 2005 included $0.7 million intangible assets amortization expenses associated with SMTEK acquisition.

Research and development expenses were $9.4 million, or 3.0% of sales versus $9.6 million, or 3.7% of sales in the first half of 2004. The percentage decrease was primarily due to the acquired SMTEK business as research and development expenditures in the EMS business segment are typically much lower than in the Components and Sensors business segment. Significant ongoing research and development activities continue in Components and Sensors to support expanded application and new product development.

26

Operating earnings in the first half of 2004 included a $2.7 million, or $0.06 per share, impact from the gain on the sale of excess land in Canada. Adjusted operating earnings improved to $16.0 million, or 5.1% of sales, in the first half of 2005 from $12.8 million or 4.9% in the second quarter of 2004 (see reconciliation of adjusted operating earnings). The adjusted operating earnings increase relates to the gross margin improvements, as noted above.

Income tax expense included a net impact of $2.8 million, or $0.07 per share, related to the $4.5 million of expense for the repatriation of foreign cash to the United States under the provision of the American Jobs Creation Act of 2004 and a $1.7 million benefit relating to the reversal of income tax reserves due to the successful resolution of tax issues in certain jurisdictions.

Net earnings of $7.3 million, or 2.3% of sales, decreased $2.1 million versus the first half of 2004. Net earnings per share of $0.19 were $0.07 lower than the first half of 2004, however excluding the impact of the 2005 income tax expense related to the cash repatriation and the reversal of tax reserves as noted above, adjusted earnings per share for the first half of 2005 was $0.26, a $0.06 per share increase from adjusted earnings per share in 2004 (see reconciliation of adjusted earnings per share).

Outlook – 2005 Sales Growth and Full Year Earnings:

Based on the first half 2005 results and revised estimates for the balance of the year, the company expects full-year 2005 sales growth to be in the range of 19% to 28% over 2004. Earnings per share, excluding the second quarter tax adjustment impact of $0.7 per share, are now expected to be in the range of $0.62 to $0.68.

27

Liquidity and Capital Resources

Overview

Significant events impacting liquidity for the first six months of 2005 were as follows:

• During the first quarter, CTS completed the acquisition of SMTEK. The total purchase price of $61.1 million consisting of $37.2 million of cash consideration, CTS common stock valued at $10.9 million and $13.0 million of SMTEK debt assumed by CTS.

• During the second quarter, CTS repatriated $50 million cash from its foreign locations.

Cash and cash equivalents decreased to $14.2 million at July 3, 2005 from $61.0 million at December 31, 2004. Total debt on July 3, 2005 was $88.9 million, down from $97.5 million at the end of 2004. Total debt as a percentage of total capitalization was 21.6% at the end of the second quarter of 2005, compared with 23.9% at the end of 2004.

Working capital decreased by $31.9 million in the first half of 2005 primarily due to the SMTEK acquisition. The cash and cash equivalents decrease of $46.8 million related primarily to the repayment of debt offset by improvements in cash flows provided by operations. Other significant impacts to working capital included an accounts payable increase of $13.9 million partially offset by the accounts receivable increase of $5.5 million and the inventory increase of $15.9 million which were primarily due to the second quarter of 2005 sales increase of 15.1% which, as stated above, is primarily due to the acquisition of SMTEK.

Free Cash Flow

The following table summarizes free cash flow for the Company:

	Six Months Ended
($ in millions)	July 3, 2005			June 27, 2004
Net cash provided by operations	$	24.6		$	4.7
Capital ependitures		(5.9	)		(6.2	)
Free cash flow	$	18.7		$	(1.5	)

Free cash flow is a non-GAAP financial measure which CTS defines as the sum of net cash provided by operations and cash used for capital expenditures. The most directly comparable GAAP financial measure is net cash provided by operations. Management believes that free cash flow provides useful information to investors regarding the Company’s ability to generate cash from business operations that was used and/or is available for internal growth, service of debt principal, dividends, share repurchase and acquisitions and other investments. Management uses free cash flow as one measure to monitor and evaluate the performance of the Company.

During the first six months of 2005, net cash provided by operations was $24.6 million and capital expenditures were $5.9 million. Total free cash flow in the first six months of 2005 was $18.7 million.

During the first six months of 2004, net cash provided by operations was $4.7 million, despite funding the working capital required for business growth and capital expenditures were $6.2 million. Total free cash flow in the first six months of 2004 was an outflow of $1.5 million

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Cash Flow

Cash flows provided by operations were $24.6 million in the first half of 2005 primarily driven from net earnings of $7.3 million, depreciation and amortization of $13.6 million and deferred income taxes of $3.0 million.

Cash flows provided by operations were $4.7 million in the first half of 2004. Components of cash flows from operations include earnings of $9.4 million and depreciation and amortization of $14.0 million partially offset by unfavorable changes in current assets and current liabilities of $11.4 million, primarily due to increased accounts receivable and inventory to support higher sales and the new EMS operation in Singapore. In addition, the prepaid pension asset increased $4.9 million, and there was a gain of $3.1 million on sale of assets.

Cash flows used in investing activities were $40.7 million in the first half of 2005, including $35.6 million used in the SMTEK acquisition. Capital expenditures were $5.9 million.

Cash flows provided by investing activities totaled $12.8 million through the first half of 2004, including $16.4 million of net proceeds from the sale of the Longtan, Taiwan facility and $2.1 million from the sale of excess land in Canada, partially offset by $6.2 million of capital expenditures.

Cash flows used in financing activities for the first half of 2005 were $28.6 million, consisting primarily of $13.0 million from the repayment of debt related to the SMTEK purchase and a net $9.7 million reduction to the Credit Facility, a $3.4 million purchase of treasury stock and $2.2 million in dividend payments

Cash flows provided by financing activities for the first half of 2004 were $4.7 million, consisting primarily of $57.8 million proceeds from the $60.0 million Debentures due 2024, $42.0 million repayment of the 7.5% industrial revenue bonds, $8.9 million repayment of the Credit Facility, and $2.2 million in dividend payments.

Capital Resources

CTS has a credit agreement containing a $75 million senior, secured revolving credit agreement. The outstanding balance under the credit agreement at July 3, 2005, was $4.8 million. Any outstanding balances under the revolving credit agreement would be senior to CTS’ convertible debentures. The revolving credit agreement is collateralized by substantially all U.S. assets and a pledge of 65% of the capital stock of certain non-U.S. subsidiaries. Interest rates on the revolving credit agreement fluctuate based on LIBOR. CTS pays a commitment fee on the undrawn portion of the credit agreement. The commitment fee varies based on performance under certain financial covenants and is currently 0.4 percent per annum. The revolving credit agreement requires, among other things, that CTS comply with a minimum fixed charge coverage ratio, a maximum leverage ratio and a minimum tangible net worth covenants. As of July 3, 2005, CTS was in compliance with these covenants. Failure of CTS to comply with these covenants could reduce the borrowing availability under the credit agreement. Additionally, the credit agreement limits the amounts allowed for dividends, capital expenditures and acquisitions. The credit agreement expires in July 2007.

CTS believes cash flows from operations and available borrowings under its Credit Facility will be adequate to fund its working capital and capital expenditure requirements. CTS may choose to pursue additional equity and/or debt financing to fund acquisitions and/or to reduce its overall interest expense or improve its capital structure.

In July, 2004, CTS’ Board of Directors authorized the repurchase of up to one million shares of its outstanding shares of common stock. Under this program, CTS purchased 322,100 in the first half of 2005, resulting in authority to repurchase an additional 494,900 shares before June 30, 2006.

On November 13, 2001, CTS’ Form S-3 registration statement registering two million shares of CTS common stock to be issued under CTS’ Direct Stock Purchase Plan was declared effective by the Securities and Exchange Commission. As of July 3, 2005, CTS could issue up to approximately 48,000 additional shares of common stock under this registration statement.

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On December 14, 1999, CTS’ shelf registration statement on Form S-3 was declared effective by the Securities and Exchange Commission. CTS could initially offer up to $500.0 million in any combination of debt securities, common stock, preferred stock or warrants under the registration statement. During the first half of 2005, CTS did not issue any securities under this registration statement. As of July 3, 2005, CTS could offer up to $435.1 million of additional debt and/or equity securities under this registration statement.

Effect of Recent Accounting Pronouncements

In late December 2004, the FASB issued FAS No. 123R, “Share-Based Payment.” FAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award — the requisite service period (usually the vesting period). FAS No. 123R eliminates the alternative to use APB Opinion No. 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. FAS No. 123R will be effective for CTS in 2006. CTS currently follows the provisions of APB Opinion No. 25 to account for stock options. Accordingly, the provisions of FAS No. 123R will reduce earnings upon adoption. CTS is currently reviewing the provisions of FAS No. 123R to determine its impact on CTS’ financial statements.

In November 2004, the FASB finalized FAS No. 151, “Inventory Costs, an amendment to ARB No. 43, Chapter 4.” FAS No. 151 amends the guidance in ARB No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. FAS No. 151 is effective for CTS on January 1, 2006. CTS is currently reviewing the provisions of the new standard, but does not expect the standard will have a material impact on its financial statements.

*****

Forward-Looking Statements

Statements about the Company’s earnings outlook and its plans, estimates and beliefs concerning the future are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, certain assumptions and currently available information. Actual results may differ materially from those reflected in the forward-looking statements due to a variety of geopolitical, economic, health, industry and other factors which could affect the Company’s operating results, liquidity and financial condition. We undertake no obligations to publicly update or revise any forward-looking statement. Examples of factors which may affect future results include, but are not limited to: rapid technological change, general market conditions in the automotive, communications and computer industries; reliance on key customers; the ability to protect our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. Investors are encouraged to examine the Company’s 2004 Form 10-K, which more fully describes the risks and uncertainties associated with the Company’s business.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no other material changes in CTS’ market risk since December 31, 2004.

Item 4. Controls and Procedures

CTS maintains a set of disclosure controls and procedures designed to ensure information required to be disclosed by CTS in reports that it files or submits under the Securities Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. As of July 3, 2005, the end of the quarter covered by this report, an evaluation was carried out under the supervision and with the participation of CTS’ management, including the chief executive officer and chief financial officer, of the effectiveness of CTS’ disclosure controls and procedures. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that CTS’ disclosure controls and procedures are effective at the reasonable assurance level referred to above, provided that the evaluation of CTS’ disclosure controls and procedures did not include an evaluation of the effectiveness of the internal control over financial reporting for the SMTEK business, as described further below.

The SMTEK business has facilities located in Moorpark and Santa Clara, California; Marlborough, Massachusetts; and Bangkok, Thailand. Each of these facilities reports financial results that are included in this report for the quarter ended July 3, 2005. CTS’ management has not made an assessment of the SMTEK business’ internal control over financial reporting since the date of the acquisition. Other than changes resulting from CTS’ acquisition of SMTEK, there were no changes in CTS’ internal control over financial reporting during the quarter ended July 3, 2005 that materially affected, or are reasonably likely to materially affect, CTS’ internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note L, “Contingencies,” in the Notes to Condensed Consolidated Financial Statements in Part I of this Form 10-Q.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table summarizes the repurchases of CTS common stock made by the Company during the three months ended July 3, 2005:

							(c)
					(c)		Maximum Number
					Total Number of Shares		of Shares
	(a)		(b)		Purchased as Part of		That May Yet Be
	Total Number of		Average Price		Plans or Programs		Purchased Under the
	Shares Purchased		Paid per Share		(1)		Plans or Programs
April 4, 2005 — May 1, 2005				—		—		817,000
May 2, 2005 — May 29, 2005		54,500	$	11.33		54,500		762,500
May 30 — July 3, 2005		267,600		11.62		267,600		494,900
Total		322,100	$	11.57		322,100

(1) In July 2004, CTS’ Board of Directors authorized a program to repurchase up to one million shares of its common stock in the open market. The authorization expires June 30, 2006.

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Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of CTS Corporation was held on May 4, 2005. At the meeting, the following matter was submitted to a vote of the stockholders of CTS:

The election of nine directors to serve for one year beginning at the 2005 annual shareholders’ meeting and expiring at the 2006 annual shareholders’ meeting. A summary of votes by directors is shown below:

Director	For		Withheld
Walter S. Catlow		30,774,518		482,142
Lawrence J. Ciancia		30,733,390		523,270
Thomas G. Cody		30,785,602		471,058
Gerald H. Frieling		30,666,189		590,471
Roger R. Hemminghaus		30,823,221		433,439
Michael A. Henning		30,270,576		986,084
Robert A. Profusek		22,573,707		8,682,953
Donald K. Schwanz		30,700,687		555,973
Patricia K. Vincent		30,828,214		428,446

Item 6. Exhibits

a. Exhibits

(10)	(a)	Third Amendment to Credit Agreement.
(10)	(b)	Named Executive Officer Compensation Summary.
(10)	(c)	2005 Named Executive Officer Restricted Stock Unit Agreements.
(31	)(a)	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31	)(b)	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32	)(a)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32	)(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

CTS Corporation	CTS Corporation
/s/ Richard G. Cutter III	/s/ Vinod M. Khilnani
Richard G. Cutter III	Vinod M. Khilnani
Vice President, Secretary	Senior Vice President and
and General Counsel	Chief Financial Officer
Dated: July 29, 2005

33

EX-10.A

CTS Corporation
Form 10-Q

EXHIBIT 10(a)

THIRD AMENDMENT TO CREDIT AGREEMENT

     THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2005 (this “Amendment”), among CTS CORPORATION, an Indiana corporation (the “Borrower”), the guarantors party hereto, the financial institutions listed on the signature pages hereof as Lenders and HARRIS TRUST AND SAVINGS BANK (“Harris”), as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

     WHEREAS, the Borrower, the guarantors party thereto (the “Guarantors”), the financial institutions listed on the signature pages thereof as Lenders and the Administrative Agent have heretofore entered into that certain Credit Agreement, dated as of July 14, 2003 (as amended, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders party thereto, Harris, as L/C Issuer and Administrative Agent, and National City Bank of Indiana, as Syndication Agent, and Key Bank National Association, as Documentation Agent; and

     WHEREAS, the Borrower has asked the Lenders and the Administrative Agent to (i) amend the Leverage Ratio and (ii) make certain other changes to the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

SECTION 1.1 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in the Credit Agreement shall have such meanings when used in this Amendment.

ARTICLE II.
AMENDMENTS

SECTION 2.1

(a)

Section 5.1 of the Credit Agreement is hereby amended by inserting the following new defined term in proper alphabetical order:

“Adjusted EBITDA” means, with reference to any period, EBITDA for such period plus an amount calculated by the Borrower and approved by the Administrative Agent in its reasonable discretion equal to the EBITDA of the Persons or assets which are the subject of each Permitted Acquisition as if such Permitted Acquisition was completed on the first day of such period to the extent not subsequently sold or otherwise disposed of during such period.

1

(b)	The defined term “Leverage Ratio”appearing in Section 5.1 of the Credit Agreement is hereby amended in its entirety and as so amended shall read as follows:
	“Leverage Ratio” means, as of the last day of any fiscal quarter of the Borrower, the ratio of Total Funded Debt of the Borrower and its Subsidiaries as of the last day of such fiscal quarter to Adjusted EBITDA of the Borrower and its Subsidiaries for the period of four fiscal quarters then ended.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties contained in Article III of the Credit Agreement and additionally represents and warrants to the Administrative Agent and each Lender as set forth in this Article III.

SECTION 3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s powers, have been duly authorized by all necessary corporate action, and do not:

(a)	contravene the Borrower’s constituent documents;
(b)	contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower; or
(c)	result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties.

SECTION 3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower of this Amendment.

SECTION 3.3 Validity, etc. This Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms.

ARTICLE IV.
MISCELLANEOUS PROVISIONS

SECTION 4.1 Ratification of and References to the Credit Agreement. The Credit Agreement is hereby ratified, approved and confirmed in each and every respect.

2

SECTION 4.2 Headings. The various headings of this Amendment are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 4.3 Execution in Counterparts, Effectiveness, etc. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.

SECTION 4.4 Effectiveness. This Amendment shall become effective upon execution and delivery by the Borrower, Guarantors and the Required Lenders.

SECTION 4.5 No Other Amendments. Except for the amendments expressly set forth above, the text of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect, and the Lenders and the Administrative Agent expressly reserve the right to require strict compliance with the terms of the Credit Agreement and the other Loan Documents.

SECTION 4.6 Governing Law; Entire Agreement. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF ILLINOIS.

     [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

“BORROWER”
CTS CORPORATION, an Indiana corporation
By	/s/ Matthew W. Long
	Name MATTHEW W. LONG
	Title Treasurer
“GUARANTORS”
CTS CORPORATION, a Delaware corporation
By	/s/ Matthew W. Long
	Name MATTHEW W. LONG
	Title Treasurer
CTS ELECTRONIC COMPONENTS, INC.
By	/s/ Richard G. Cutter
	Name RICHARD G. CUTTER
	Title Vice President and Secretary
DYNAMICS CORPORATION OF AMERICA
By	/s/ Matthew W. Long
	Name MATTHEW W. LONG
	Title Vice President and Treasurer
LTB INVESTMENT CORPORATION
By	/s/ Matthew W. Long
	Name MATTHEW W. LONG
	Title Vice President and Treasurer

4

“LENDERS”
HARRIS TRUST AND SAVINGS BANK, in its individual capacity as a Lender and as Administrative Agent
By	/s/ Thad D. Rasche
	Name THAD D. RASCHE
	Title Vice President
NATIONAL CITY BANK OF INDIANA, as Lender
By	/s/ Robert E. Norell, Jr.
	Name ROBERT E. NORELL, JR.
	Title Vice President
KEY BANK NATIONAL ASSOCIATION, as Lender
By	/s/ Daniel Di Marco
	Name DANIEL DI MARCO
	Title Assistant Vice President

5

EX-10.B

EXHIBIT (10)(b)

Named Executive Officer Compensation

CTS has an employment agreement with Donald K. Schwanz which has been previously filed with the Commission as an exhibit to the corporation’s Annual Report on Form 10-K. CTS does not have written employment agreements with any other named executive officer. Annual salary for each named executive officer is determined by the Compensation Committee of the Board of Directors. The annual salaries for named executive officers set in 2005 were as follows: Donald K. Schwanz — $749,280; Vinod M. Khilnani — $336,800; Donald R. Schroeder — $309,800; James L. Cummins — $238,300; Richard G. Cutter — $233,700.

Each named executive officer participates in the CTS Corporation Management Incentive Plan which has been previously filed with the Commission as an exhibit to CTS’ Annual Report on Form 10-K. The plan provides cash bonuses determined by the Compensation Committee, based on achievement of annual performance goals established by the Committee.

The Compensation Committee has historically awarded stock-based compensation to named executive officers on an annual basis. In 2005, the Compensation Committee awarded the named executive officers restricted stock units and incentive stock options under the CTS Corporation 2005 Omnibus Long-term Incentive Plan. Restricted stock unit agreements are filed herewith. Prototype incentive stock option agreements have been previously filed with the Commission as an exhibit to the corporation’s annual Report on Form 10-K.

Mr. Schwanz receives a quarterly perquisite allowance of $4,300. Each other named executive officer receives a quarterly perquisite allowance of $4,000. Mr. Schroeder receives an additional $4,000 per month cost-of-living allowance related to his relocation to Southern California as a result of his appointment as President of CTS Electronics Manufacturing Solutions, a strategic business unit of the corporation, during his first thirty-six months in this position.

Each named executive officer has executed a change-in-control severance agreement which provides severance benefits only upon a change-in-control of CTS. Prototype change-in-control severance agreements have been previously filed with the Commission as an exhibit to the corporation’s Annual Report on Form 10-K.

1

EX-10.C

Exhibit 10(c)

CTS CORPORATION
RESTRICTED STOCK UNIT AGREEMENT

     THIS AGREEMENT is made as of the 8^th day of June, 2005 (the “Grant Date”) between CTS CORPORATION, an Indiana corporation (the “Company”), and Donald K. Schwanz (the “Grantee”).

1. Grant. Subject to the terms set forth in this Agreement and in the Company’s 2004 Omnibus Long-Term Incentive Plan (the “Plan”), the Company hereby grants to the Grantee 45,000 Restricted Stock Units (the “Award”). Except as expressly provided herein, capitalized terms used herein shall have the meaning ascribed to such terms under the Plan.

     It is intended that this Agreement and its administration comply with the provisions of Section 409A of the Code. Accordingly, notwithstanding any provision in this Agreement or in the Plan to the contrary, this Agreement and the Plan will be interpreted, applied and, to the minimum extent necessary to comply with Section 409A of the Code, amended, so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Code. As used herein, “Code” means the Internal Revenue Code of 1986 as amended from time to time, and any interpretations thereof issued by the U.S. Treasury Department on which the Company is permitted to rely.

2. Vesting and Settlement of Restricted Stock Units. The Award shall vest and become non-forfeitable in installments as follows:

(i) On June 8, 2006, an amount equal to twenty percent (20%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement;

(ii) On June 8, 2007, an amount equal to twenty percent (20%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement;

(iii) On December 30, 2007, an amount equal to sixty percent (60%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement

(each such date, a “Vesting Date”), provided that the Grantee remains in the continuous employ of the Company and is an employee of the Company on the Vesting Date.

     Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. On the following dates, or as soon thereafter as is reasonably practicable, the Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1

above; June 8, 2006, June 8, 2007, June 8, 2008, June 8, 2009 and June 8, 2010 (each such date of distribution, a “Settlement Date”). The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the distribution of Shares corresponding to such Restricted Stock Units. On the Settlement Date(s), the Company may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code.

     Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units as soon as reasonably practicable, and such date(s) of distribution shall be deemed to be the Settlement Date(s):

(a) Grantee’s becoming disabled, as defined by Section 409A of the Code;

(b) Grantee’s death;

(c) To the extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company; or in the ownership of a substantial portion of the assets of the Company; or

(d) Grantee’s unforeseeable emergency, as defined and not in excess of the amount permitted by Section 409A of the Code.

     Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

     4. Tax Withholding. The Company shall have the right to deduct from any compensation due the Grantee from the Company any federal, state, local or foreign taxes required by law to be withheld in connection with the issuance of Shares or vesting of any Restricted Stock Unit pursuant to this Agreement. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or vesting of the Restricted Stock Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.

     The Grantee may, at his or her election, pay such withholding taxes in cash or, with respect to withholding amounts due in connection with a Settlement Date, by having the Company retain Shares otherwise deliverable on the Settlement Date in an

amount sufficient to satisfy the amount of tax required to be withheld. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round down to the next whole Share and apply the value of the fractional Share to the recipient’s tax obligations or, in the alternative, the Company may make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall be transferred to the Grantee hereunder until such time as all applicable withholding taxes have been satisfied. Employment tax withholding shall be calculated based on the Fair Market Value of the Shares on the applicable Vesting Date and income tax withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date.

     5. Rights Not Conferred. The Grantee shall have none of the rights of a stockholder with respect to the Restricted Stock Units, including the right to receive dividends or vote stock, until such time, if any, that Shares are distributed to the Grantee in settlement thereof. The Grantee is further advised that until distribution, the Company’s obligation will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held as collateral security for the obligations of the Company hereunder, and all assets of the Company will be subject to the claims of the Company’s creditors.

     6. Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the transfer of such Restricted Stock Units or the Shares related thereto by will or by the laws of descent or distribution in the event of the Grantee’s death.

     7. Adjustments. If and to the extent that the number of Shares shall be increased or reduced in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, or similar corporate transaction, the number and kinds of shares subject to the Restricted Stock Units awarded hereunder may be adjusted by the Committee, in its sole discretion. In the event of any such transaction, the Committee may provide in substitution for the Restricted Stock Units granted hereunder such alternative consideration as it may determine to be equitable.

     8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana.

     9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment to the Plan or the Agreement shall adversely affect the value or number of the Grantee’s Restricted Stock Units without the Grantee’s

written consent, except to the extent necessary to comply with the provisions of Section 409A of the Code.

     10. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

     11. Severability. If any provision of the Plan or this Agreement is, becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or award hereunder under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or award, such provision shall be stricken as to such jurisdiction or award, and the remainder of the Plan or Agreement shall be in full force and effect.

     12. Construction. The Restricted Stock Units granted hereunder are being issued pursuant to Section 10 of the Plan (“Restricted Stock Award”) and are subject to the terms of the Plan. A copy of the Plan has been given to the Grantee, and additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

     13. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

/s/ Donald K. Schwanz

Grantee

CTS CORPORATION
By:	/s/ Richard G. Cutter III
	Richard G. Cutter III
	Vice President, General Counsel and Secretary

CTS CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

     THIS AGREEMENT is made as of the ___day of ___, ___(the “Grant Date”) between CTS CORPORATION, an Indiana corporation (the “Company”), and ___(the “Grantee”).

2. Grant. Subject to the terms set forth in this Agreement and in the Company’s 2004 Omnibus Long-Term Incentive Plan (the “Plan”), the Company hereby grants to the Grantee ___ Restricted Stock Units (the “Award”). Except as expressly provided herein, capitalized terms used herein shall have the meaning ascribed to such terms under the Plan.

     It is intended that this Agreement and its administration comply with the provisions of Section 409A of the Code. Accordingly, notwithstanding any provision in this Agreement or in the Plan to the contrary, this Agreement and the Plan will be interpreted applied and, to the minimum extent necessary to comply with Section 409A of the Code, amended, so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Code. As used herein, “Code” means the Internal Revenue Code of 1986 as amended from time to time, and any interpretations thereof issued by the U.S. Treasury Department on which the Company is permitted to rely.

2. Vesting and Settlement of Restricted Stock Units. The Award shall vest and become non-forfeitable in installments equal to twenty percent (20%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the following dates; ___, ___, ___, ___, ___(each such date, a “Vesting Date”), provided that the Grantee remains in the continuous employ of the Company and is an employee of the Company on the Vesting Date.

     Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or as soon thereafter as is reasonably practicable; ___, ___, ___, ___, ___(each such date of distribution, a “Settlement Date”). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may

any Settlement Date be accelerated except in accordance with Section 409A of the Code.

     Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units as soon as reasonably practicable, and such date(s) of distribution shall be deemed to be the Settlement Date(s):

(a) Grantee’s becoming disabled, as defined by Section 409A of the Code;

(b) Grantee’s death;

(c) To the extent permitted by Section 409A of the Code, a change in ownership or effective control of the Company; or in the ownership of a substantial portion of the assets of the Company; or

(d) Grantee’s unforeseeable emergency, as defined and not in excess of the amount permitted by Section 409A of the Code.

     Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

     4. Tax Withholding. The Company shall have the right to deduct from any compensation due the Grantee from the Company any federal, state, local or foreign taxes required by law to be withheld in connection with the issuance of Shares or vesting of any Restricted Stock Unit pursuant to this Agreement. To the extent that the amounts payable to the Grantee are insufficient for such withholding, it shall be a condition to the issuance of Shares or vesting of the Restricted Stock Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.

     The Grantee may, at his or her election, pay such withholding taxes in cash or by having the Company retain Shares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the Company will round down to the next whole Share and apply the value of the fractional Share to the recipient’s tax obligations or, in the alternative, the Company may make such other arrangements to avoid the issuance of a fractional Share as may be permitted by law. No Shares shall be transferred to the Grantee hereunder until such time as all applicable withholding taxes have been satisfied. Employment tax

withholding shall be calculated based on the Fair Market Value of the Shares on the applicable Vesting Date and income tax withholding shall be calculated based on the Fair Market Value of the Shares on the Settlement Date.

     5. Rights Not Conferred. The Grantee shall have none of the rights of a stockholder with respect to the Restricted Stock Units, including the right to receive dividends or vote stock, until such time, if any, that Shares are distributed to the Grantee in settlement thereof. The Grantee is further advised that until distribution, the Company’s obligation will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held as collateral security for the obligations of the Company hereunder, and all assets of the Company will be subject to the claims of the Company’s creditors.

     6. Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the transfer of such Restricted Stock Units or the Shares related thereto by will or by the laws of descent or distribution in the event of the Grantee’s death.

     7. Adjustments. If and to the extent that the number of Shares shall be increased or reduced in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, or similar corporate transaction, the number and kinds of shares subject to the Restricted Stock Units awarded hereunder may be adjusted by the Committee, in its sole discretion. In the event of any such transaction, the Committee may provide in substitution for the Restricted Stock Units granted hereunder such alternative consideration as it may determine to be equitable.

     8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana.

     9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment to the Plan or the Agreement shall adversely affect the value or number of the Grantee’s Restricted Stock Units without the Grantee’s written consent, except to the extent necessary to comply with the provisions of Section 409A of the Code.

     10. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any

action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

     11. Severability. If any provision of the Plan or this Agreement is, becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or award hereunder under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or award, such provision shall be stricken as to such jurisdiction or award, and the remainder of the Plan or Agreement shall be in full force and effect.

     12. Construction. The Restricted Stock Units granted hereunder are being issued pursuant to Section 10 of the Plan (“Restricted Stock Award”) and are subject to the terms of the Plan. A copy of the Plan has been given to the Grantee, and additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

     13. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Grantee:
CTS CORPORATION
By:	/s/Richard G. Cutter III
Richard G. Cutter III
Vice President, General Counsel
and Secretary

EX-31.A

CTS Corporation
Form 10-Q
Second Quarter 2005

EXHIBIT (31)(a)

CERTIFICATION
(302)

I, Donald K. Schwanz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CTS 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 registrant’s board of directors (or persons performing the equivalent function):

(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: July 29, 2005	/s/ Donald K. Schwanz
	Donald K. Schwanz, Chairman,
	President and Chief Executive Officer

EX-31.B

CTS Corporation
Form 10-Q
Second Quarter 2005

EXHIBIT (31)(b)

CERTIFICATION
(302)

I, Vinod M. Khilnani, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CTS 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 registrant’s board of directors (or persons performing the equivalent function):

(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: July 29, 2005	/s/ Vinod M. Khilnani
	Vinod M. Khilnani
	Senior Vice President and
	Chief Financial Officer

EX-32.A

CTS Corporation
Form 10-Q
Second Quarter 2005

EXHIBIT (32)(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of CTS Corporation (the Company) on Form 10-Q for the quarter ended July 3, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 29, 2005	/s/ Donald K. Schwanz
	Donald K. Schwanz
	Chairman, President and
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to CTS Corporation and will be retained by CTS Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.B

CTS Corporation
Form 10-Q
Second Quarter 2005

EXHIBIT (32)(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of CTS Corporation (the Company) on Form 10-Q for the quarter ended July 3, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 29, 2005	/s/ Vinod M. Khilnani
	Vinod M. Khilnani
	Sr. Vice President and
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to CTS Corporation and will be retained by CTS Corporation and furnished to the Securities and Exchange Commission or its staff upon request.