8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) January 27, 2005

FRANKLIN ELECTRIC CO., INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

INDIANA	0-362	35-0827455
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

400 EAST SPRING STREET BLUFFTON, INDIANA	46714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(260) 824-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

No Change

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02 “Results of Operations and Financial Condition.”

On January 27, 2005, Franklin Electric Co., Inc. issued a press release announcing its fourth-quarter and fiscal year 2004 earnings. A copy of the press release is attached hereto as Exhibit (99) and hereby incorporated by reference.

Item 9.01 Financial Statement and Exhibits

The following information is furnished pursuant to Item 9.01, “Financial Statements and Exhibits”: (99) Press Release, dated January 27, 2005 issued by Franklin Electric Co., Inc.

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.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

Date January 31, 2005	By /s/ Gregg C. Sengstack
	Gregg C. Sengstack, Senior Vice
	President, Chief Financial
	Officer and Secretary (Principal
	Financial and Accounting Officer)

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EX-99

Exhibit Index

EXHIBIT NO. (99) Press release, dated January 27, 2005 issued by Franklin Electric Co., Inc.

EXHIBIT 99

ADDITIONAL EXHIBITS

Press Release

For Immediate Release	For Further Information
	Refer to: Gregg C. Sengstack
	260-824-2900

FRANKLIN ELECTRIC COMPANY

REPORTS RECORD INCOME AND SALES

FOR THE FOURTH QUARTER AND FISCAL YEAR OF 2004

Bluffton, Indiana - January 27, 2005 -- Franklin Electric Co., Inc. (NASDAQ:FELE) reported record diluted earnings per share of $1.65 for fiscal 2004, an increase of 9 percent compared to 2003 earnings per share of $1.52, and net income was a record $38.1 million, an increase of 10 percent compared to last year’s $34.5 million. The Company reported diluted earnings per share for the fourth quarter were $0.47, a 2 percent increase from $0.46 for the fourth quarter of 2003. Fourth quarter 2004 net income was a record $11.0 million, an increase of 4 percent from $10.6 million for the same period a year ago.

Sales for fiscal year 2004 were a record $404.3 million, an increase of $44.8 million or 12 percent compared to 2003 sales of $359.5 million. The increase in sales was primarily due to higher volumes, translation effect of exchange rates and improved price realization. Sales volume increases were realized across all markets served for fiscal 2004. The most significant volume increases were in residential water well submersible motors. Volume increases were not only within the North American markets but global in nature. The impact of strengthening foreign currencies on fiscal year 2004 was an increase of $10.2 million in the Company’s reported sales. The impact of this change in exchange rates was a $2.6 million increase in the Company’s reported fourth quarter 2004 sales. Fourth quarter sales were a reco rd $107.6 million, an increase of $11.4 million for the same quarter of 2003. Fourth quarter volume trends were consistent with annual trends, and were primarily driven by the residential submersible motor. Sales for fiscal year 2004 and the fourth quarter of 2004 related to the acquisition of the assets of JBD, Inc. (the former Jacuzzi Brand) pump company were $5.7 million or 2% of prior year sales.

In the third quarter of 2003, the Company announced its global manufacturing realignment program. A program that - when substantially complete by the third quarter of 2005 - will result in moving a significant amount of production to lower cost regions of the world as well as consolidating certain manufacturing operations. As previously disclosed, the Company projected it will incur approximately $10 million of pre-tax restructuring expenses as this program is implemented between the first quarter of 2004 and the fourth quarter of 2005. Included in the above results for the fiscal year of 2004 are restructuring expenses of $5.5 million pre-tax ($3.6 million after tax). For the fourth quarter of 2004 restructur ing expenses were $1.9 million ($1.2 million after tax). We have completed the consolidation of FE Petro, EBW and APT operations into our new state-of-the-art manufacturing and distribution facility in Madison, Wisconsin. The consolidation of the operations of our Motta di Livenza, Italy factory into our existing Wittlich, Germany and expanding Brno, Czech Republic factories has been completed. The ramp up of our new Linares, Mexico motor manufacturing plant continues on schedule and on budget.

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For the fiscal year 2004, operating earnings were $59.8 million, up $8.1 million or 16 percent compared to $51.6 million a year ago. The improvement in operating earnings was primarily driven by the record sales and was partially offset by the restructuring expenses discussed above and increased costs of certain commodities used in the manufacture of electric motors. Operating earnings for the fourth quarter of 2004 were $17.1 million, an increase of 8 percent compared to $15.9 million a year ago.

R. Scott Trumbull, Chairman and Chief Executive Officer, stated, “The people of Franklin Electric again achieved record financial results while making progress on long term initiatives that will strengthen our competitive position going forward. Our global manufacturing realignment program continues on budget and on schedule; our business continues to grow in international markets; and we have enhanced our growth potential by expanding our customer base to include water systems distributors and expanding our product offerings to include pumps.”

Franklin Electric is a global leader in the production and marketing of groundwater and fuel pumping systems and is a technical leader in submersible motors, drives, controls, and monitoring devices.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward looking statements contained herein involve risks and uncertainties, including but not limited to, general economic and currency conditions, various conditions specific to the Company’s business and industry, market demand, competitive factors, supply constraints, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Securities and Exchange Commission filings. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-look ing statements.

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FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
	Fourth Quarter Ended						Fiscal Year Ended
	Jan. 1, 2005			Jan. 3, 2004			Jan. 1, 2005			Jan. 3, 2004
Net sales	$	107,618		$	96,199		$	404,305		$	359,502
Cost of sales		71,621			64,814			274,120			248,501
Gross profit		35,997			31,385			130,185			111,001
Selling and administrative expenses		17,011			15,505			64,867			59,365
Restructuring expense		1,860			-			5,536			-
Operating income		17,126			15,880			59,782			51,636
Interest expense		(126	)		(132	)		(488	)		(1,107	)
Other income		121			84			219			532
Foreign exchange gain / (loss)		(146	)		(138	)		(479	)		266
Income before income taxes		16,975			15,694			59,034			51,327
Income taxes		6,021			5,123			20,951			16,847
Net income	$	10,954		$	10,571		$	38,083		$	34,480
Net income per share:
Basic	$	0.50		$	0.48		$	1.73		$	1.59
Diluted	$	0.47		$	0.46		$	1.65		$	1.52
Weighted average shares and equivalent
shares outstanding:
Basic		22,021			21,786			21,968			21,626
Diluted		23,202			22,794			23,033			22,626

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FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)	Jan. 1, 2005		Jan. 3, 2004
ASSETS:
Cash and equivalents	$	50,604	$	29,962
Receivables		39,312		29,194
Inventories		62,442		54,653
Other current assets		13,784		14,232
Total current assets		166,142		128,041
Property, plant and equipment, net		95,924		83,916
Goodwill and other assets		71,407		70,014
Total assets	$	333,473	$	281,971
LIABILITIES AND SHAREOWNERS' EQUITY:
Current maturities of long-term
debt and short-term borrowings	$	1,304	$	1,392
Accounts payable		16,594		15,958
Accrued liabilities		36,547		28,051
Total current liabilities		54,445		45,401
Long-term debt		13,752		14,960
Deferred income taxes		6,304		4,354
Employee benefit plan obligations		18,801		18,697
Other long-term liabilities		5,838		5,621
Shareowners' equity		234,333		192,938
Total liabilities and shareowners' equity	$	333,473	$	281,971

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FRANKLIN ELECTRIC CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)	Jan. 1, 2005			Jan. 3, 2004
Cash flows from operating activities:
Net income	$	38,083		$	34,480
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization		15,143			13,748
Deferred income taxes		1,219			3,117
Loss on disposals of plant and equipment		187			489
Changes in assets and liabilities:
Receivables		(1,243	)		4,875
Inventories		(1,167	)		(2,140	)
Accounts payable and other accrued expenses		7,305			(4,439	)
Employee benefit plans		(3,491	)		(2,584	)
Other, net		1,471			(582	)
Net cash flows from operating activities		57,507			46,964
Cash flows from investing activities:
Additions to plant and equipment		(21,110	)		(15,261	)
Proceeds from sale of plant and equipment		29			241
Additions to deferred assets		(10	)		(434	)
Cash paid for acquisition		(9,307	)		-
Net cash flows from investing activities		(30,398	)		(15,454	)
Cash flows from financing activities:
Borrowing on long-term debt		-			6,648
Repayment of long-term debt		(1,553	)		(19,853	)
Borrowing on line of credit and short-term borrowings		-			11,000
Repayment of line of credit and short-term borrowings		-			(11,024	)
Proceeds from issuance of common stock		4,110			4,750
Purchases of common stock		(3,091	)		(9,782	)
Reduction of loan to ESOP Trust		232			233
Dividends paid		(6,815	)		(5,946	)
Net cash flows from financing activities		(7,117	)		(23,974	)
Effect of exchange rate changes on cash		650			2,293
Net change in cash and equivalents		20,642			9,829
Cash and equivalents at beginning of period		29,962			20,133
Cash and equivalents at end of period	$	50,604		$	29,962

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