10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2004                   Commission file number         1-6747

OR

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

THE GORMAN-RUPP COMPANY

(Exact name of Registrant as specified in its charter)

Ohio	34-0253990
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

305 Bowman St., Mansfield, Ohio	44903
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (419) 755-1011

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Name of each exchange on which registered
Common Shares, without par value	American Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE

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, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the Registrant is an accelerated filer. Yes þ No o

State the aggregate market value of the voting common equity held by non-affiliates of the Registrant. The aggregate market value is computed by reference to the price at which the common equity was sold as of June 30, 2004. $127,828,737.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of March 1, 2005.

Common Shares, without par value—10,682,697

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2004 Annual Report to Shareholders incorporated by reference into Part II (Items 5-8).

Portions of Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement incorporated by reference into Part III (Items 10-14).

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The Exhibit Index is located at Page 17

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
EX-13 Incorporated Portions of 2004 Annual Report
EX-14 Code of Ethics
EX-21 Subsidiaries
EX-23 Consent
EX-24 Power of Attorney
EX-31.1 Certification 302 - CEO
EX-31.2 Certification 302 - CFO
EX-32 Certification 906 - CEO and CFO

PART I

ITEM 1. BUSINESS

Registrant (“Gorman-Rupp” or the “Company”) designs, manufactures and sells pumps and related equipment (pump and motor controls) for use in water, wastewater, construction, industrial, petroleum, original equipment, agricultural, fire protection, heating, ventilating and air conditioning (“HVAC”), military and other liquid-handling applications.

PRODUCTS

The principal products of the Company are pumps and fluid control products. (The Company operates principally in one business segment, the manufacture and sale of pumps and related fluid control equipment.) The following table sets forth, for the years 2002 through 2004, the total net sales, income before income taxes and identifiable assets ($000 omitted) of the Company.

	2004		2003		2002
Net Sales	$	203,554	$	195,826	$	195,081
Income Before Income Taxes		14,352		14,400		14,203
Identifiable Assets		165,344		162,395		154,302

The Company’s product line consists of pump models ranging in size from ¹/4” to 84” and ranging in rated capacity from less than one gallon per minute up to 500,000 gallons per minute. The types of pumps which the Company produces include self priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed flow, rotary gear, diaphragm, bellows and oscillating.

The pumps have drives that range from 1/35 horsepower electric motors up to much larger electric motors or internal combustion engines. Many of the larger units comprise encased, fully integrated sewage pumping stations. In certain cases, units are designed for the inclusion of customer-supplied drives.

The Company’s larger pumps are sold principally for use in the construction, industrial, sewage and waste handling fields; for boosting low residential water pressure; for pumping refined petroleum products, including the ground refueling of aircraft; for agricultural applications; and for fire fighting.

Many of the Company’s smallest pumps are sold to customers for incorporation into such products as X-ray processing equipment; gas air conditioning equipment; office copy machines; chemical feeding, instrumentation and ice cube making machinery; photographic processing and soft drink dispensing equipment; laser cooling applications; graphic arts equipment; and floor cleaning equipment.

On February 28, 2002, the Company acquired all of the issued and outstanding stock of American Machine and Tool Co., Inc. of Pennsylvania (“AMT”). Located in Royersford, Pennsylvania, AMT is a developer and manufacturer of standard centrifugal pumps for industrial and commercial fluid- handling applications. AMT’s primary sales channel is comprised of large-scale distributors of

2

PART I—Continued

ITEM 1. BUSINESS—Continued

industrial supplies promoted through third-party distributor catalogs. The acquisition of AMT offers the Company an opportunity to market commodity-type products and increase sales of AMT’s products through the Company’s existing outlets to domestic and international customers. AMT operates as a wholly owned subsidiary of Gorman-Rupp.

On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. (“Flo-Pak”). Located in Buford, Georgia, Flo-Pak is a manufacturer of designed pumping systems for the HVAC and fire protection markets. The acquisition of Flo-Pak offers the Company an opportunity to diversify its sales into the HVAC product line and to increase its market share in fire protection products. Flo-Pak has been merged into Patterson Pump Company, a wholly owned subsidiary of the Company.

Gorman-Rupp continues to emphasize product development. Several of the Company’s existing products have been re-designed with added features to enable them to be employed in various new applications. In addition, Patterson Pump Company will introduce a new line of pumps and pump systems for the HVAC market early in 2005.

MARKETING

Except for government and export sales, the Company’s pumps are marketed in the United States and Canada through a network of about 1,000 distributors, through manufacturers’ representatives (for sales to many original equipment manufacturers), through third-party distributor catalogs, and by direct sales. The Company is seeking alliances to further enhance marketing opportunities. Government sales are handled directly by the Company; and export sales are made through the Company’s wholly owned subsidiary, The Gorman-Rupp International Company, as well as through foreign distributors and representatives. During 2004 and 2003, shipments to no single customer exceeded 10.0% of total net sales. In 2002, shipments to The General Electric Company approximated 11.6% of total sales. The General Electric Company is a continuing customer of the Company.

In recent years, Gorman-Rupp has actively pursued international business opportunities by, among other efforts, opening facilities outside North America. In 1996, the Company established an office in Greece to improve access to Middle East and European markets. In 1998, Patterson Pump Company’s majority-owned subsidiary, Patterson Pump Ireland Limited, started the assembly of pumps in Ireland to further serve the European market. (In March 2002, Patterson Pump Company acquired the balance of the equity interest in Patterson Pump Ireland Limited.) In 1999, the Mansfield Division opened a warehouse in Grindstead, Denmark to further enhance marketing opportunities in Europe and the Middle East. This warehouse was closed in 2001 and a warehouse near Leeuwarden, The Netherlands was opened in January 2002 to better serve those purposes. The Company’s foreign operations do not involve any material risks due to their small size, both individually and collectively.

3

PART I—Continued

ITEM 1. BUSINESS—Continued

Approximately 21% of all 2004 sales were made to customers outside the United States, as compared to 19% in 2003 and 18% in 2002. (Included were sales made to customers in Canada approximating 4% in 2004 and 2003 and 3% in 2002.) The Company continues its efforts to penetrate international markets principally by its aggressive response to worldwide pump needs.

COMPETITION

Since the late 1990’s, a number of consolidations have occurred within the highly competitive pump industry. Gorman-Rupp estimates that 80 other companies selling pumps and pump units compete in one or more of the lines of business and applications in which comparable products of the Company are utilized. Many pumps are specifically designed and engineered for a particular customer’s application. The Company believes that proper application, product performance and service are the principal methods of competition, and attributes its success to its emphasis in these areas.

PURCHASING AND PRODUCTION

Virtually all materials, supplies, components and accessories used by the Company in the fabrication of its products, including all castings (for which the patterns are made and owned by the Company), structural steel, bar stock, motors, solenoids, engines, seals, and plastic and elastomeric components, are purchased by the Company from other suppliers and manufacturers. No purchases are made under long-term contracts and the Company is not dependent upon a single source for any materials, supplies, components or accessories which are of material importance to its business.

The Company purchases motors for its polypropylene bellows pumps and magnetic drive pumps from several alternative vendors, and motor components for its large submersible pumps from a limited number of suppliers. Small motor requirements are also currently sourced from alternative suppliers.

The other production operations of the Company consist of the machining of castings, the cutting and shaping of bar stock and structural members, the manufacture of a few minor components, and the assembling, painting and testing of its products. Virtually all of the Company’s products are tested prior to shipment.

OTHER ASPECTS

As of December 31, 2004, the Company employed approximately 963 persons, of whom approximately 558 were hourly employees. The Company has no collective bargaining agreements, has never experienced a strike and considers its labor relations to be satisfactory.

Although the Company owns a number of patents, and several of them are important to its business, Gorman-Rupp believes that the business of the Company is not materially dependent upon any one or more patents.

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PART I—Continued

ITEM 1. BUSINESS—Continued

As of December 31, 2004, the value of the Company’s backlog of unfilled orders was approximately $68,936,000, of which $46,951,000 was for the unfilled orders of Patterson Pump Company. Approximately 84% of the Company’s backlog of unfilled orders, including the unfilled orders of Patterson Pump Company, is scheduled to be shipped during 2005, with the remainder scheduled to be shipped during 2006. As of December 31, 2003, the value of the backlog of unfilled orders was approximately $58,359,000, of which $38,525,000 was for the unfilled orders of Patterson Pump Company.

AVAILABLE INFORMATION

The Company maintains a website accessible through its Internet address of www.gormanrupp.com. Gorman-Rupp makes available free of charge on or through www.gormanrupp.com its annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after those reports (and any amendments) are electronically filed with or furnished to the Securities and Exchange Commission. (As noted in Gorman-Rupp’s Annual Report to Shareholders, a paper copy of the Company’s Form 10-K is also available free of charge upon written request to the Company’s Corporate Secretary.) However, the information contained on the Company’s website is not a part of this Form 10-K or any other report filed with or furnished to the Commission.

ITEM 2. PROPERTIES

All of the production operations of the Company are conducted at its plants located in Mansfield and Bellville, Ohio; Toccoa and Buford, Georgia; St.Thomas, Ontario, Canada; County Westmeath, Ireland; and Royersford, Pennsylvania. The Company owns an approximately 26,000 square foot facility in Sparks, Nevada comprising a training center and warehouse, and a former production plant in Oklahoma now used for warehousing and office space. In addition, the Company leases an approximately 10,000 square foot warehouse facility near Leeuwarden, The Netherlands to house pumps and pump parts. All of the Company’s properties, except the leased facilities in Ireland, The Netherlands and Buford, Georgia, are owned in fee without any material encumbrance. The Company’s seven production facilities are described below in more detail.

			Company
	Square		Operation
Location	Footage		Start Date		Description of Production Activity
Mansfield, Ohio		238,000		1947	Assembly, Warehousing and Office(1)
		134,200		1968	Assembly, Warehousing and Office(2)
		173,775		1975	Machining Operations(3)
		11,500		1979	Training, Personnel and Advertising
		83,500		1983	Warehousing(4)
		360,000		2000	Machining, Assembly and Warehousing(5)
Bellville, Ohio		93,200		1953	Assembly, Warehousing and Office(6)

5

PART I—Continued

ITEM 2. PROPERTIES—Continued

Toccoa, Georgia	171,750	1988	Manufacturing, Warehousing and Office(7)
Buford, Georgia	19,200	2002	Manufacturing, Warehousing and Office(8)
St. Thomas, Ontario, Canada	52,600	1960	Manufacturing, Warehousing and Office(9)
County Westmeath, Ireland	10,000	1998	Manufacturing(10)
Royersford, Pennsylvania	78,400	2002	Manufacturing, Warehousing and Office(11)
	43,100	2002	Warehousing(12)
Sand Springs, Oklahoma	28,200	1977	Warehousing and Office(13)

(1)	The original production plant, located on a 26 acre site, was built in 1917 and has been expanded on several occasions, the latest in 1973.
(2)	This facility, also situated on the foregoing 26 acre site, has been frequently expanded, most recently in 1994 and includes a modern testing facility.
(3)	This plant, located on a 5-1/2 acre site and purchased in 1975, has been used mainly for machining operations and storage of raw materials. The latest addition was made in 1978. This facility is currently on the market for sale, and portions of it are being leased to unrelated parties.
(4)	This facility was built in 1920 and is located on 3.4 acres adjacent to the Company’s 26 acre site. This facility was renovated in 1983.
(5)	In 1997, the Company purchased 90 acres of undeveloped land near the Mansfield Lahm Airport for future expansion and consolidation of facilities for the Mansfield Division and the Corporate Office. In 1998, design work and site preparation began on the new consolidated facilities project. In 2000, the first phase of the manufacturing and warehousing facility was completed, and the machining, weld and fabrication operations of the Mansfield Division were relocated to this facility. The second phase has not yet begun.
(6)	This facility is situated on an 8.5 acre site. The initial portion of this plant was built in 1953 and has been expanded on several occasions, most recently in 1973-74.
(7)	This facility, which supports Patterson Pump Company, is situated on a 31 acre site. Between 1989 and 2000, the facility has been expanded on several occasions, including the addition of a modern 400,000 gallon testing facility and office.
(8)	This facility supports the operations of the Flo-Pak business unit of Patterson Pump Company. It is leased to Patterson Pump Company by an unrelated company for a term of 36 months ending May 31, 2007.
(9)	The plant in St. Thomas, Ontario is operated by Gorman-Rupp of Canada, Ltd. It is situated on an 11 acre site and has undergone a number of expansions since it was established in 1960, the latest being completed in 1998.
(10)	The leased manufacturing facility occupied by Patterson Pump Ireland Limited consists of 8,000 square feet of manufacturing space and 2,000 square feet of office space.

6

PART I—Continued

ITEM 2. PROPERTIES—Continued

(11)   This facility supports the operations of American Machine and Tool Co., Inc. of Pennsylvania. It is located on a 3.25 acre site and has undergone a number of expansions since it was established in 1962.

(12)   This facility also supports the operations of American Machine and Tool Co., Inc. of Pennsylvania. It is located on a 2.2 acre site and has undergone two expansions since it was established in 1982. Ten thousand square feet of this facility is leased to an unrelated company under a 60 month agreement (beginning April 1, 2004).

(13)   The Oklahoma facility is located on 4.5 acres of land. Originally built in 1973, the facility was expanded four times between 1978 and 1991. In 1980, a contiguous parcel of two acres of undeveloped land was purchased for future needs. Starting in 1977, this plant comprised the Company’s Ramparts Division (manufacturer of chemical pumps). In 2003, the Ramparts Division was integrated into the Mansfield Division and manufacturing operations were relocated to Mansfield, Ohio.

Gorman-Rupp considers its plants, machinery and equipment to be well maintained, in good operating condition and adequate for the present uses and business requirements of the Company.

ITEM 3. LEGAL PROCEEDINGS

Numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products. The Company and three of its subsidiaries have been drawn into this mass-scaled litigation, typically as one of hundreds of co-defendants in a particular proceeding. (The vast majority of these cases are against Patterson Pump Company.) The allegations in the lawsuits involving the Company and/or its subsidiaries are vague, general and speculative, and most cases have not advanced beyond the early stage of discovery. In certain situations, the plaintiffs have voluntarily dismissed the Company and/or its subsidiaries from some of the lawsuits after the plaintiffs have acknowledged that there is no basis for their claims. Insurers of the Company have engaged legal counsel to represent the Company and its subsidiaries and to protect their interests.

In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising out of the ordinary course of business. Management does not currently believe that these proceedings, or the industry-wide asbestos litigation, will materially impact the Company’s results of operations, liquidity or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this Form 10-K, no matter was submitted to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.

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PART I—Continued

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3), the information regarding executive officers called for by Item 401 of Regulation S-K and by Item 10 of this Form 10-K is set forth below.

				Date
				Elected to
Name	Age		Office	Position
James C. Gorman		80	Chairman		1989
Jeffrey S. Gorman		52	President and Chief Executive Officer; General Manager, Mansfield Division		1998/1989
Robert E. Kirkendall		62	Senior Vice President, Chief Financial Officer and Assistant Corporate Secretary		2003
William D. Danuloff		57	Vice President Information Technology (formerly Information Services)		1991
Judith L. Sovine		60	Treasurer		2001
David P. Emmens		56	Corporate Counsel and Corporate Secretary		1997/2002

Except as noted, each of the above-named officers has held his or her executive position with the Company for the past five years. Mr. J. C. Gorman served as the Company’s President from 1964 until 1989, and as Chief Executive Officer from 1964 until 1996. (He has served as a Director of the Company continuously since 1946.) Mr. J. S. Gorman was elected President and Chief Executive Officer effective May 1, 1998, after having served as Senior Vice President since 1996. Mr. J. S. Gorman has held the position of General Manager of the Mansfield Division since 1989. He served as Assistant General Manager from 1986 to 1988; and he held the office of Corporate Secretary from 1982 to 1990. (He has served as a Director of the Company continuously since 1989.) Mr. Kirkendall was elected as Senior Vice President, Chief Financial Officer and Assistant Corporate Secretary in 2003. He was elected as Senior Vice President and Assistant Corporate Secretary in 2002; and he served as Vice President Corporate Development from 1999 to 2002, Corporate Secretary from 1990 to 2002 and Assistant Treasurer from 1982 to 1999. Mr. Danuloff was elected Vice President Information Technology (formerly Vice President Information Services) in 1991, after having served as Director of Information Services from 1981 to 1991. Ms. Sovine was elected Treasurer in 2001. She served as Assistant Treasurer from 1999 to 2001 and prior to 1999 held a variety of financial management positions within the Company. Mr. Emmens joined the Company as Corporate Counsel in 1997, and was elected as Corporate Secretary in 2002. He served as Assistant Corporate Secretary from 1999 to 2002.

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PART I—Continued

Mr. J. S. Gorman is the son of Mr. J. C. Gorman. Mr. Christopher H. Lake, a Director of the Company, is the son of Dr. Peter B. Lake, also a Director. There are no other family relationships among any of the Executive Officers and Directors of the Company.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
     PURCHASES OF EQUITY SECURITIES

Attention is directed to the section “Ranges of Stock Prices” and the data immediately below pertaining to the shareholder information reported by the Transfer Agent and Registrar on page 34 in the Company’s 2004 Annual Report to Shareholders, which are incorporated herein by this reference.

None of the Company’s Common Shares were sold by the Company during the period covered by this Form 10-K that were not registered under the Securities Act of 1933.

The Company did not repurchase any of its Common Shares during the fourth quarter of the period covered by this Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

Attention is directed to the section “Eleven Year Summary of Selected Financial Data” on pages 30 and 31 in the Company’s 2004 Annual Report to Shareholders, which is incorporated herein by this reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Attention is directed to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24-27, and to the “Safe Harbor Statement” on page 35, in the Company’s 2004 Annual Report to Shareholders, which are incorporated herein by this reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Attention is directed to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24-27, and to the “Safe Harbor Statement” on page 35, in the Company’s 2004 Annual Report to Shareholders, which are incorporated herein by this reference. The Company’s foreign operations do not involve any material risks due to their small size, both individually and collectively. As indicated in paragraph 10 on page 25 referenced above, the Company has no material market risk exposures required to be reported by Item 305 of Regulation S-K.

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PART II—Continued

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attention is directed to the Company’s consolidated financial statements, the notes thereto and the report of independent auditors thereon on pages 12-23, and to the section “Summary of Quarterly Results of Operations” on pages 30 and 31, in the Company’s 2004 Annual Report to Shareholders, which are incorporated herein by this reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has not changed its independent public accountants and there have been no reportable disagreements with such accountants regarding accounting principles or practices or financial disclosure matters.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. An evaluation was carried out under the supervision and with the participation of the Company’s Management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Based on that evaluation, the principal executive officer and the principal financial officer have concluded that the Company’s disclosure controls and procedures did not maintain effective internal control over financial reporting as of December 31, 2004.

Management’s Report on Internal Control Over Financial Reporting
During the course of the Company’s 2004 financial statements close process, one material weakness in the Company’s internal control over financial reporting was identified. The material weakness related to the inadequacy of accounting personnel and certain communication procedures at Patterson Pump Company (a wholly owned subsidiary) which resulted in an untimely recognition of a decrease in inventory and net income at Patterson Pump. Gorman-Rupp has addressed the situation at Patterson Pump and is taking appropriate action. Management has plans underway to add additional accounting staff at Patterson Pump and to refine the manner and timeliness of communications between Patterson’s accounting department and Gorman-Rupp’s principal financial officer.

The 2004 Report of Management on Internal Control Over Financial Reporting and the related Attestation Report of the Independent Registered Public Accounting Firm are contained in this Form 10-K.

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PART II—Continued

ITEM 9A. CONTROLS AND PROCEDURES—Continued

Changes in Internal Control Over Financial Reporting
There were no other changes in the Company’s disclosure controls and procedures that occurred during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to the date of the evaluation, there have been no significant changes in the Company’s disclosure controls and procedures that could significantly affect the company’s internal control over financial reporting, other than the corrective actions taken by Gorman-Rupp with respect to Patterson Pump.

ITEM 9B. OTHER INFORMATION

The Company has no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this report on Form 10-K that has not otherwise been reported on a Form 8-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

With respect to Directors, attention is directed to the sections “Election of Directors” and “Board of Directors and Directors’ Committees” in the Company’s definitive Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.

With respect to executive officers, attention is directed to Part I of this Form 10-K.

The Company has adopted a Code of Ethics that applies to its President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and Treasurer (as well as to all employees, officers and Directors). The Code of Ethics is set forth as an exhibit to this Form 10-K. In addition, the Code of Ethics is posted on the Company’s website accessible through its Internet address of www.gormanrupp.com (under the heading “Investor Relations” and the sub-heading “Corporate Governance”).

ITEM 11. EXECUTIVE COMPENSATION

Attention is directed to the sections “Board of Directors and Directors’ Committees”, “Executive Compensation”, “Pension and Retirement Benefits”, “Salary Committee Report on Executive Compensation” and “Shareholder Return Performance Presentation” in the Company’s definitive Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.

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PART III—Continued

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Attention is directed to the sections “Principal Shareholders”, “Election of Directors” and “Shareholdings by Executive Officers” in the Company’s definitive Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.

On May 22, 1997, the Company’s Board of Directors adopted a Non-Employee Directors’ Compensation Plan. This Plan became effective without shareholder approval and constitutes the Company’s only equity compensation plan. The Plan provides for share compensation for regular services performed by each of the Company’s non-employee Directors. In addition to cash compensation, non-employee Directors receive an automatic award of 500 Common Shares (from the Company’s treasury) on each July 1 (through 2006 unless extended). The number of Common Shares which may be awarded under the Plan cannot exceed 50,000. As of December 31, 2004, 22,500 Common Shares had been issued to non-employee Directors and 34,375 Common Shares remained available for future issuance. (6,875 Common Shares were added as a result of the 5 for 4 stock split effective September 10, 2004.) No options, warrants or rights are available for issuance under the Plan. Attention is directed to the section “Board of Directors and Directors’ Committees” in the Company’s definitive Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference.

EQUITY COMPENSATION PLAN INFORMATION

	Number of securities
	to be issued upon		Weighted average
	exercise of outstanding		exercise price of		Number of securities
	options, warrants and		outstanding options,		remaining available
Plan Category	rights		warrants and rights		for future issuance
Non-Employee Directors’ Compensation Plan		-0-		$-0-		34,375
(not approved by shareholders)
Equity compensation		—		—		—
plans approved by shareholders
Total		-0-		$-0-		34,375

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PART III—Continued

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has no relationships or transactions required to be reported by Item 404 of Regulation S-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Attention is directed to the section “Appointment of Independent Public Accountants” in the Company’s definitive Notice of 2005 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

     1. Financial Statements

With respect to the audited consolidated financial statements of the Registrant and its subsidiaries, the following documents have been incorporated by reference into this report:

(i)	Consolidated balance sheets—December 31, 2004 and 2003
(ii)	Consolidated statements of income—Years ended December 31, 2004, 2003 and 2002
(iii)	Consolidated statements of shareholders’ equity—Years ended December 31, 2004, 2003 and 2002
(iv)	Consolidated statements of cash flows—Years ended December 31, 2004, 2003 and 2002
(v)	Notes to consolidated financial statements
(vi)	Report of independent auditors on consolidated financial statements
(vii)	2004 Report of Management on Internal Control Over Financial Reporting
(viii)	2004 Report of Independent Registered Public Accounting Firm

     2. Financial Statement Schedules

All financial statement schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

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PART IV—Continued

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES—Continued

     3. Exhibits

The exhibits listed below are submitted in a separate section of this report immediately following the Exhibit Index.

(3)	(i) Articles of incorporation and (ii) By-laws
(4)	Instruments defining the rights of security holders, including indentures
(10)	Material contracts
(13)	Annual report to security holders
(14)	Code of Ethics
(21)	Subsidiaries of the registrant
(23)	Consents of experts
(24)	Powers of attorney
(31)	Rule 13a-14(a)/15d-14(a) Certifications
(32)	Section 1350 Certifications

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

THE GORMAN-RUPP COMPANY
*By:	DAVID P. EMMENS
	David P. Emmens
	Attorney-In-Fact

Date: March 10, 2005

15

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

*	JEFFREY S. GORMAN	President, Principal Executive
		Officer and Director
	Jeffrey S. Gorman
*	ROBERT E. KIRKENDALL	Senior Vice President and Principal Financial
		and Accounting Officer
	Robert E. Kirkendall
*	JAMES C. GORMAN	Director
	James C. Gorman
*	THOMAS E. HOAGLIN	Director
	Thomas E. Hoaglin
*	CHRISTOPHER H. LAKE	Director
	Christopher H. Lake
*	PETER B. LAKE	Director
	Peter B. Lake
*	RICK R. TAYLOR	Director
	Rick R. Taylor
*	W. WAYNE WALSTON	Director
	W. Wayne Walston
*	JOHN A. WALTER	Director
	John A. Walter

*The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K on behalf of The Gorman-Rupp Company and on behalf of each of the above-named Officers and Directors of The Gorman-Rupp Company pursuant to Powers of Attorney executed by The Gorman-Rupp Company and by each such Officer and Director and filed with the Securities and Exchange Commission.

March 10, 2005

By:	/s/DAVID P. EMMENS
	David P. Emmens
	Attorney-In-Fact

16

ANNUAL REPORT ON FORM 10-K

THE GORMAN-RUPP COMPANY

For the Year Ended December 31, 2004

EXHIBIT INDEX

EXHIBIT
(3) (4)	Amended Articles of Incorporation, as amended	*
(3) (4)	Regulations	*
(10) (a)	Form of Indemnification Agreement between the Company and its Directors and Officers	**
(10) (b)	Non-Employee Directors’ Compensation Plan	***
(13)	Incorporated Portions of 2004 Annual Report to Shareholders	19
(14)	Code of Ethics	41
(21)	Subsidiaries of the Company	44
(23)	Consents of Independent Auditors	45
(24)	Powers of Attorney	46
(31) (a)	Certification of Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002)	49
(31) (b)	Certification of Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002)	51
(32)	Certification Pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	53

* Incorporated herein by this reference from Exhibits (3) (4) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.

17

ANNUAL REPORT ON FORM 10-K

THE GORMAN-RUPP COMPANY

For the Year Ended December 31, 2004

EXHIBIT INDEX-Continued

**	Incorporated herein by this reference from Exhibit (10) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
***	Incorporated herein by this reference from Exhibit (10) (b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

18

EX-13

Exhibit (13)

The Gorman-Rupp Company

2004 Report of Ernst & Young LLP, Independent
Registered Public Accounting Firm

Board of Directors and Shareholders
The Gorman-Rupp Company

We have audited the consolidated balance sheets of The Gorman-Rupp Company and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Gorman-Rupp Company and subsidiaries at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

As discussed in Note A to the consolidated financial statements, the Company restated its financial statements for the years ended December 31, 2002 and 2003.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2005 expressed an unqualified opinion on management’s assessment and an adverse opinion on the effectiveness of internal control over financial reporting.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio
February 24, 2005

The Gorman-Rupp Company 2004 Annual Report

12

The Gorman-Rupp Company

2004 Consolidated Statements of Income

(Thousands of dollars, except per share amounts)	Year ended December 31,
	2004			2003			2002
Net sales	$	203,554		$	195,826		$	195,081
Cost of products sold		161,129			153,975			153,630
Gross Profit		42,425			41,851			41,451
Selling, general and administrative expenses		28,999			27,988			27,921
Operating Income		13,426			13,863			13,530
Other income		1,005			701			797
Other expense		(79	)		(164	)		(124	)
Income Before Income Taxes		14,352			14,400			14,203
Income taxes		5,075			4,613			5,267
Net Income	$	9,277		$	9,787		$	8,936
Basic and Diluted Earnings Per Share	$	0.87		$	0.92		$	0.84
Average number of shares outstanding		10,680,832			10,677,087			10,673,337

Shares outstanding and per share data reflect the 5 for 4 stock split effective September 10, 2004.

See notes to consolidated financial statements.

The Gorman-Rupp Company 2004 Annual Report

13

The Gorman-Rupp Company

2004 Consolidated Balance Sheets

(Thousands of dollars)	December 31,
	2004		2003
Assets
Current Assets:
Cash and cash equivalents	$	16,202	$	16,272
Short-term investments		2,696		1,174
Accounts receivable		32,988		32,148
Inventories:
Raw materials and in-process		20,348		21,488
Finished parts		16,602		15,194
Finished products		1,284		1,380
		38,234		38,062
Deferred income taxes		4,865		6,369
Prepaid and other		1,660		1,693
Total Current Assets		96,645		95,718
Property, Plant and Equipment
Land		1,959		1,959
Buildings		48,077		47,761
Machinery and equipment		85,624		82,897
		135,660		132,617
Less accumulated depreciation		80,848		78,279
Property, Plant and Equipment — Net		54,812		54,338
Other		13,887		12,339
	$	165,344	$	162,395

See notes to consolidated financial statements.

The Gorman-Rupp Company 2004 Annual Report

14

	December 31,
	2004			2003
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	6,615		$	6,163
Payrolls and related liabilities		3,412			3,162
Commissions payable		2,809			3,438
Accrued expenses		3,629			3,406
Accrued property and sales tax		1,719			1,322
Income taxes		571			2,542
Accrued postretirement and medical benefits		2,357			1,875
Total Current Liabilities		21,112			21,908
Postretirement Benefits		22,334			22,569
Shareholders’ Equity
Common Shares, without par value:
Authorized - 14,000,000 shares;
Outstanding* -10,682,697 shares in 2004 and 10,678,947 shares in 2003 (after deducting treasury shares of 398,278 in 2004 and 402,028 in 2003) at stated capital amount		5,093			5,091
Retained earnings		117,261			113,813
Accumulated other comprehensive loss (translation adjustments)		(456	)		(986	)
Total Shareholders’ Equity		121,898			117,918
	$	165,344		$	162,395

*Shares outstanding reflect the 5 for 4 stock split effective September 10, 2004.

The Gorman-Rupp Company 2004 Annual Report

15

The Gorman-Rupp Company

2004 Consolidated Statements of Shareholders’ Equity

						Accumulated
						Other
	Common		Retained			Comprehensive
(Thousands of dollars, except per share amounts)	Shares		Earnings			Income (Loss)			Total
Balances January 1, 2002, as reported	$	5,087	$	104,833		$	(2,010	)	$	107,910
Restatement of prior period retained earnings				1,456						1,456
Balances January 1, 2002, as restated		5,087		106,289			(2,010	)		109,366
Comprehensive income:
Net income				8,936						8,936
Foreign currency translation adjustments							68			68
Total comprehensive income										9,004
Issuance of 3,000 common shares from treasury		2		90						92
Cash dividends — $.52 a share				(5,550	)					(5,550	)
Balances December 31, 2002, as restated		5,089		109,765			(1,942	)		112,912
Comprehensive income:
Net income				9,787						9,787
Foreign currency translation adjustments							956			956
Total comprehensive income										10,743
Issuance of 3,000 common shares from treasury		2		70						72
Cash dividends — $.54 a share				(5,809	)					(5,809	)
Balances December 31, 2003, as restated		5,091		113,813			(986	)		117,918
Comprehensive income:
Net income				9,277						9,277
Foreign currency translation adjustments							530			530
Total comprehensive income										9,807
Issuance of 3,000 common shares from treasury		2		78						80
Cash dividends — $.55 a share				(5,907	)					(5,907	)
Balances December 31, 2004	$	5,093	$	117,261		$	(456	)	$	121,898

Shares outstanding and per share data reflect the 5 for 4 stock split effective September 10, 2004.

See notes to consolidated financial statements.

The Gorman-Rupp Company 2004 Annual Report

16

The Gorman-Rupp Company

2004 Consolidated Statements of Cash Flows

	Year Ended December 31,
(Thousands of dollars)	2004			2003			2002
Cash flows from operating activities:
Net income	$	9,277		$	9,787		$	8,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,179			7,274			7,035
Deferred income taxes		1,504			(619	)		791
Changes in operating assets and liabilities:
Accounts receivable		(840	)		(2,914	)		2,517
Inventories		(172	)		(2,475	)		4,862
Accounts payable		452			(394	)		(294	)
Commissions payable		(629	)		1,091			(1,042	)
Income taxes		(1,971	)		2,074			468
Postretirement benefits		287			(556	)		(2,156	)
Other		(589	)		283			239
Net cash provided by operating activities		14,498			13,551			21,356
Cash flows from investing activities:
Capital additions, net		(7,500	)		(3,698	)		(5,765	)
Purchases of short-term investments		(1,522	)		(1,174	)		—
Proceeds from short-term investments		—			—			1,039
Payment for acquisitions, net of $3,671 cash acquired		—			—			(18,150	)
Net cash used for investing activities		(9,022	)		(4,872	)		(22,876	)
Cash flows from financing activities:
Cash dividends		(5,907	)		(5,809	)		(5,550	)
Proceeds from bank borrowings		—			—			10,000
Payments to bank and note holders for borrowings		—			(145	)		(10,450	)
Net cash used for financing activities		(5,907	)		(5,954	)		(6,000	)
Effect of exchange rate changes on cash		361			461			23
Net increase (decrease) in cash and cash equivalents		(70	)		3,186			(7,497	)
Cash and cash equivalents:
Beginning of year		16,272			13,086			20,583
End of year	$	16,202		$	16,272		$	13,086

See notes to consolidated financial statements.

The Gorman-Rupp Company 2004 Annual Report

17

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

Note A — Summary of Major Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Cash Equivalents and Short-Term Investments

The Company considers highly liquid instruments with maturities of 90 days or less to be cash equivalents. The Company periodically makes short-term investments for which cost approximates market value.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information.

Inventories

Inventories are stated at the lower of cost or market. The cost for approximately 94% and 95% of inventories at December 31, 2004 and 2003, respectively, is determined using the last-in, first-out (LIFO) method, with the remainder determined using the first-in, first-out method. Cost is comprised of materials, labor and an appropriate proportion of fixed and variable overheads, on an absorption costing basis.

Property, Plant and Equipment

Property, plant and equipment are stated on the basis of cost. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. The estimated useful life ranges from 20 to 50 years for buildings and 5 to 10 years for machinery and equipment. Long-lived assets are reviewed for impairment losses whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. Impairment losses are recorded when the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts.

Goodwill and Intangibles

Goodwill and intangible assets relate to acquisitions that occurred in 2002. The value of goodwill and intangible assets are tested for impairment as of October 1 of each year, or more frequently if events or circumstances change that would likely reduce the fair value below carrying value. The Company uses the fair market value approach to test for impairment. The fair market valuations used for the impairment tests can be affected by changes in the estimates of revenue multiples and the discount rate used in the calculations. Losses, if any, resulting from impairment tests will be reflected in operating income in the Company’s income statement. No impairment resulted from the annual reviews performed in 2004 or 2003.

Amortization of other intangible assets is calculated on the straight-line basis using the following lives:

Sales contracts	18 years
Drawings	15 years
Program logic	10 years

Revenue Recognition

Revenue from product sales is recognized when title passes which generally occurs upon shipment to the customer.

Concentration of Credit Risk

The Company does not require collateral from its customers and has generally had a good collection history. There were no sales to a customer that exceeded 10% of total net sales for the years ended December 31, 2004 and December 31, 2003. Sales to one customer represented 11.6% of total sales in 2002.

Shipping and Handling Costs

The Company reflects shipping and handling costs in cost of products sold.

Advertising

The Company expenses all advertising costs as incurred which, for the years ended December 31, 2004, 2003, and 2002, totaled $2,953,000, $2,767,000 and $2,958,000, respectively.

Product Warranties

A liability is established for estimated future warranty and service claims based on historical claim experience and specific product failures. The Company expenses warranty costs directly to cost of products sold. Changes in the Company’s product warranty liability are as follows:

(Thousands of dollars)	2004			2003
Balance at beginning of year	$	599		$	660
Warranty costs		2,014			1,335
Settlements		(1,784	)		(1,396	)
Balance at end of year	$	829		$	599

Foreign Currency Translation

Assets and liabilities of the Company’ s operations outside the United States which are accounted for in a functional currency other than U.S. dollars are translated

The Gorman-Rupp Company 2004 Annual Report

18

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

into U.S. dollars using year-end exchange rates. Revenues and expenses are translated at average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive (loss) income within shareholders’ equity.

Gains and losses resulting from foreign currency transactions, the amounts of which are not material, are included in net income.

Common Stock Split

On July 22, 2004, the Company announced a 5 for 4 common stock split effective September 10, 2004 to shareholders of record as of August 13, 2004.

Reclassification

Certain amounts for 2003 have been reclassified to conform to the 2004 presentation.

Restatement

The Company identified a prior period error relating to the overstatement of a deferred income tax liability. The correction of the error, recognizing an increase to shareholders’ equity and a reduction to deferred tax liability, resulted in a restatement of 2002 and 2003 financial statements.

Use of Estimates

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

New Accounting Pronouncements

Effective December 31, 2003, the Company adopted SFAS No. 132 (revised) “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” SFAS No. 132 requires additional disclosures relating to pensions and other postretirement benefits. The Company has made the required disclosures in these financial statements (Note F).

In November 2004, the FASB issued SFAS No. 151 “Inventory Costs — an amendment of ARB No. 43, Chapter 4.” This Statement amends the guidance in ARB No. 43 to require idle facility expense, freight, handling costs, and wasted material (spoilage) be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact of this statement on the financial statements of the Company.

Financial Accounting Standards Board (FASB)  Staff Position (FSP) 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, for the Tax Deduction Provided to U.S. Based Manufacturers by the American Job Creation Act of 2004, and FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provisions within the American Jobs Creation Act of 2004 were enacted on October 22, 2004.

FSP No. 109-1 clarifies how to apply SFAS No. 109 to the new law’s tax deduction for income attributable to “domestic production activities.” The fully phased-in deduction is up to nine percent of the lesser of taxable income or “qualified production activities income.” The staff proposal would require that the deduction be accounted for as a special deduction in the period earned, not as a tax-rate reduction.

FSP No. 109-2 provides guidance under FASB Statement No. 109, “Accounting for Income Taxes,” with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax liability. FSP 109-2 states that an enterprise is permitted time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. The Company has not yet completed evaluating the impact of the repatriation provisions. Accordingly, as provided for in FSP 109-2, the Company has not adjusted its tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act.

Note B — Allowance for Doubtful Accounts

The allowance for doubtful accounts was $581,000 and $472,000 at December 31, 2004 and 2003, respectively.

Note C — Inventories

The excess of replacement cost over LIFO cost is approximately $28,718,000 and $26,717,000 at December 31, 2004 and 2003, respectively. Replacement cost approximates current cost.

Note D — Financing Arrangements

Under an unsecured demand line of credit which matures in June, 2005, the Company may borrow up to $10.0 million with interest at LIBOR plus .75% or at alternative rates as selected by the Company. At December 31, 2004, $10.0 million was available for borrowing.

The Company has a $4.0 million unsecured revolving loan agreement which matures in May, 2005. At December 31, 2004, $1.7 million was available for borrowing after deducting $2.3 million for letters of credit. Interest is payable quarterly at LIBOR plus .55% or at alternative rates as selected by the Company.

The Gorman-Rupp Company 2004 Annual Report

19

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

The Company has a $1.0 million unsecured line of credit that matures in May, 2005. As of December 31, 2004, $924,000 was available after deducting $76,000 for letters of credit.

The $10.0 million demand line of credit and the $4.0 million revolving loan agreements contain restrictive covenants including limits on additional borrowings and maintenance of certain operating and financial ratios. At December 31, 2004, the Company was in compliance with such requirements.

Interest expense, which approximates interest paid, was $40,000, $56,000 and $72,000 in 2004, 2003 and 2002, respectively.

The Company has operating leases for certain offices, manufacturing buildings, land, office equipment and automobiles. Rental expense relating to operating leases was $670,000, $709,000 and $664,000 in 2004, 2003 and 2002, respectively. The future minimum lease payments due under these operating leases are as follows:

(Thousands of dollars)	2005		2006		2007		2008		2009		Thereafter
Minimum lease payments	$	360	$	337	$	282	$	220	$	183	$	238

Note E – Income Taxes

The components of income before income taxes are:

(Thousands of dollars)	2004		2003		2002
United States	$	13,011	$	13,522	$	14,089
Foreign		1,341		878		114
	$	14,352	$	14,400	$	14,203

The components of income tax expense are as follows:

(Thousands of dollars)	2004			2003			2002
Current expense:
Federal	$	2,702		$	4,390		$	3,894
Canadian		248			285			159
State and local		621			557			423
		3,571			5,232			4,476
Deferred expense (credit):
Federal		1,240			(429	)		753
Canadian		(87	)		(98	)		(35	)
State and local		351			(92	)		73
		1,504			(619	)		791
	$	5,075		$	4,613		$	5,267

The reconciliation between income tax expense and the amount computed by applying the statutory federal income tax rate of 35% to income before income taxes is as follows:

(Thousands of dollars)	2004			2003			2002
Income taxes at statutory rate	$	5,023		$	5,040		$	4,971
State and local income taxes, net of federal tax benefit		632			328			265
Tax credits		–			(536	)		–
Other		(580	)		(219	)		31
	$	5,075		$	4,613		$	5,267

Deferred tax assets and liabilities consist of the following:

(Thousands of dollars)	2004		2003		2002
Deferred tax assets
Inventories	$	2,181	$	2,239	$	1,817
Accrued liabilities		2,835		2,966		2,584
Postretirement health benefits obligation		8,718		8,799		8,607
Total deferred tax assets		13,734		14,004		13,008
Deferred tax liabilities
Depreciation and amortization		7,021		6,445		6,545
Other		1,848		1,190		713
Total deferred tax liabilities		8,869		7,635		7,258
Net deferred tax assets	$	4,865	$	6,369	$	5,750

The Company made income tax payments of $5,930,000, $3,235,000 and $3,985,000 in 2004, 2003 and 2002, respectively.

Note F – Pensions and Other Postretirement Benefits

The Company sponsors a defined benefit pension plan covering substantially all employees. The Company’s policy is to fund the maximum tax-deductible contribution. Additionally, the Company sponsors a defined contribution plan at two locations not participating in the defined benefit pension plan. A 401-k plan that includes a partial Company match is also available. Contributions in 2004, 2003 and 2002 were $573,000, $563,000 and $551,000, respectively for the defined contribution and 401-k plans. The Company also sponsors a non-contributory defined benefit health care plan that provides health benefits to retirees and their spouses. The Company funds the cost of these benefits as incurred. The approximate allocation of plan assets

The Gorman-Rupp Company 2004 Annual Report

20

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

for the defined benefit plan as of the measurement date of October 31 is as follows:

	2004			2003			Target
Cash & Cash Equivalents		8	%		10	%		0 - 10	%
Fixed Income		38	%		36	%		35 - 45	%
Equities		54	%		54	%		50 - 60	%

The expected rate of return on plan assets is based on historical rates of return, the weighting of plan assets by investment group, targeted weighting of assets and the current return trends. The Company has a diversified investment strategy of investing in fixed income instruments and common equities through mutual funds.

The following table presents the plans’ funded status as of the measurement date reconciled with amounts recognized in the Company’s balance sheets:

	Pension						Postretirement
	Benefits						Benefits
(Thousands of dollars)	2004			2003			2004			2003
Change in benefit obligation
Benefit obligation at beginning of year	$	35,792		$	32,990		$	28,052		$	24,132
Service cost		1,870			1,660			1,050			963
Interest cost		2,143			2,164			1,731			1,640
Actuarial loss		3,499			3,914			1,895			2,662
Benefits paid		(3,434	)		(4,936	)		(1,981	)		(1,345	)
Benefit obligation at end of year		39,870			35,792			30,747			28,052
Change in plan assets
Fair value of plan assets at beginning of year		29,078			25,541			–			–
Actual return on plan assets		2,320			3,857			–			–
Company contributions		3,774			4,616			1,981			1,345
Benefits paid		(3,434	)		(4,936	)		(1,981	)		(1,345	)
Fair value of plan assets at end of year		31,738			29,078			–			–
Funded status of the plan (under) funded		(8,132	)		(6,714	)		(30,747	)		(28,052	)
Unrecognized net actuarial loss		13,676			10,804			6,545			4,877
Unrecognized prior service cost		–			–			–			(739	)
Prepaid/(accrued) benefit cost	$	5,544		$	4,090		$	(24,202	)	$	(23,914	)
Weighted-average assumptions
Discount rate		5.89	%		6.34	%		5.89	%		6.34	%
Expected rate of return on plan assets		8.00	%		8.00	%		–			–
Rate of compensation increase		3.50	%		3.75	%		–			–

The accumulated pension benefit obligation is $30,642,000 and $26,999,000 at October 31, 2004 and 2003, respectively. The estimated Company contribution to the pension plan in 2005 is $1,754,000, while estimated expenditures for postretirement benefits are $1,879,000.

The following table presents the expected future pension benefits to be paid:

	Pension Benefits
(Thousands of dollars)	2005		2006		2007		2008		2009		2010-2014
Expected future payments	$	4,140	$	2,646	$	2,718	$	3,948	$	4,275	$	26,433

For measurement purposes, a 7.9% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2005. The rate was assumed to decrease gradually to 5.0% by 2008 and remain at that level thereafter.

The following table presents the components of net periodic benefit cost:

	Pension									Postretirement
	Benefits									Benefits
(Thousands of dollars)	2004			2003			2002			2004			2003			2002
Service cost	$	1,870		$	1,660		$	1,510		$	1,050		$	963		$	724
Interest cost		2,143			2,164			2,137			1,731			1,640			1,357
Expected return on plan assets		(2,237	)		(1,969	)		(2,137	)		–			–			–
Amortization of prior service cost and unrecognized gain/(loss)		544			531			81			(739	)		(756	)		(756	)
Recognized net actuarial gain/(loss)		–			–			(174	)		201			26			(91	)
Loss recognized due to settlement		–			1,110			–			–			–			–
Benefit cost	$	2,320		$	3,496		$	1,417		$	2,243		$	1,873		$	1,234

During 2003, the Company’s accumulated distributions to retirees exceeded pension service and interest costs requiring a portion of previously unrecognized pension losses associated with the distribution to be expensed. The additional pension cost of $1,110,000 represented a settlement loss resulting in an allocation of $777,000 to manufacturing expense and $333,000 to selling, general and administrative expense.

The Gorman-Rupp Company 2004 Annual Report

21

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

The assumed health care trend rate has a significant effect on the amounts reported for postretirement benefits. A one-percentage point change in the assumed health care cost trend rate would have the following effects:

	One-Percentage Point
(Thousands of dollars)	Increase		Decrease
Effect on total of service and interest cost components in 2004	$	265	$	(237	)
Effect on accumulated postretirement benefit obligation as of December 31, 2004	$	2,350	$	(2,086	)

In March 2004, the FASB issued Staff Position No. FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” (“FSP No. 106-2”) in response to a new law regarding prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Currently, Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“No. 106”) requires that changes in relevant law be considered in current measurement of postretirement benefit costs. FSP No. 106-2 became effective beginning in the third quarter of 2004. However, the Company’s measures of the accumulated postretirement benefit obligation and the net periodic postretirement benefit cost do not reflect the effects of the subsidy, because it has not yet been concluded whether the benefits under the Company’s plan are actuarially equivalent to Medicare Part D.

Note G — Business Segment Information

The Company operates principally in one business segment, the manufacture and sale of pumps and related fluid control equipment for water, wastewater, construction, industrial, petroleum, original equipment, agricultural, fire protection, heating, ventilating and air conditioning (HVAC), and military applications. The Company’s pumps are marketed in the United States and Canada through a network of about 1,000 distributors, through manufacturers’ representatives (for sales to many original equipment manufacturers) and by direct sales. Export sales are principally made through foreign distributors and manufacturers’ representatives. The Company exports to more than 75 countries around the world. The components of customer sales, determined based on the location of customers, are as follows:

(Thousands of dollars)	2004		%		2003		%		2002		%
United States	$	161,374		79	$	157,645		81	$	160,915		82
Exports to foreign countries		42,180		21		38,181		19		34,166		18
Total	$	203,554		100	$	195,826		100	$	195,081		100

Note H — Acquisitions

On February 28, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. (“AMT”) for a cash purchase price of approximately $12.6 million, net of $3.7 million cash acquired. AMT, located in Royersford, Pennsylvania, is a developer and manufacturer of centrifugal pumps for industrial and commercial fluid-handling applications. AMT’s primary sales channel is comprised of large-scale distributors of industrial supplies promoted through third-party distributor catalogs. The acquisition of AMT offers the Company the opportunity to increase sales of AMT’s products through the Company’s existing outlets to domestic and international markets. AMT’s “off the shelf” pumps give the Company the opportunity to market commodity type products. AMT operates as a subsidiary of the Company.

On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. (“Flo-Pak”) for a purchase price of approximately $6.5 million, of which $5.6 million was cash and $900,000 was a note payable. A portion of the note was paid in 2002 and 2003 and the balance of $291,000 cancelled in 2003 in a mutual agreement between the Company and the note holders. Flo-Pak, located in Buford, Georgia, is a manufacturer of designed pumping systems for the heating, ventilation and air conditioning (HVAC) market. The acquisition of Flo-Pak offers the Company a

The Gorman-Rupp Company 2004 Annual Report

22

The Gorman-Rupp Company
2004 Notes to Consolidated Financial Statements

“ready business” opportunity to diversify its product line and increase market share without the cost or time to perform the necessary research and development activities to enter the market. Gorman-Rupp has a distribution network and market strength to offer growth opportunities to Flo-Pak, eliminating the need for additional capital investment to gain market share. The results of operations of Flo-Pak are part of Patterson Pump Company, a subsidiary of the Company.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of AMT and Flo-Pak:

	AMT
	February 28,
(Thousands of dollars)	2002
Current assets	$	8,416
Property, plant & equipment		4,942
Intangible assets		327
Other assets		104
Total assets acquired		13,789
Liabilities		(1,212	)
Net assets acquired	$	12,577

	Flo-Pak
	March 1,
	2002
Current assets	$	2,717
Property, plant & equipment		190
Intangible assets		2,780
Goodwill		4,053
Total assets acquired		9,740
Liabilities		(3,282	)
Net assets acquired	$	6,458

Of the $327,000 of acquired intangible assets for AMT, $140,000 was assigned to trade names and is not subject to amortization. The remaining $187,000 is a sales contract that is being amortized over a weighted-average useful life of approximately 18 years.

Of the $2.8 million of acquired intangible assets for Flo-Pak, $880,000 was assigned to trade names and is not subject to amortization. The remaining intangible assets are being amortized. The amortizable intangible assets are comprised of drawings of $1.4 million (15 year weighted-average useful life) and program logic of $500,000 (10 year weighted-average useful life). The $4.1 million of goodwill is recorded in other assets and is not expected to be deductible for income tax purposes.

Amortization expense was $153,000, $157,000 and $125,000 in 2004, 2003, and 2002, respectively.

The acquisitions were financed with cash from the Company’s treasury, a $900,000 note payable and by a draw of $10.0 million on an unsecured credit facility established on January 3, 2002. The Company paid back the credit facility borrowings in 2002. The note payable was repaid with the exception of $291,000 that was cancelled in a mutual agreement between the Company and the note holders in the fourth quarter of 2003.

The acquired businesses’ results have been included in the Company’s financial statements since the dates of acquisition. The following unaudited pro forma data summarizes the results of operations of the Company for the periods indicated as if the fiscal 2002 acquisitions had been completed as of the beginning of the periods presented. The pro forma data shows the effect on actual operating results prior to the acquisitions. Effects of cost reductions and operating synergies are not presented. These pro forma amounts are not indicative of the results that would have actually been achieved if the acquisitions had occurred at the beginning of the periods presented or that may be achieved in the future.

	Year Ended
(Thousands of dollars)	December 31, 2002
Net sales	$	198,177
Net income		8,074
Basic and diluted earnings per common share	$	0.76

Note I – Other Assets

The major components of other assets are as follows:

	December 31,
(Thousands of dollars)	2004			2003
Goodwill	$	4,053		$	4,053
Intangibles:
Trade names		1,020			1,020
Drawings		1,400			1,400
Other intangibles		687			687
Prepaid pension cost		5,544			4,090
Other assets		1,618			1,371
		14,322			12,621
Less — accumulated amortization		(435	)		(282	)
Total	$	13,887		$	12,339

The Gorman-Rupp Company 2004 Annual Report

23

The Gorman-Rupp Company
2004 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

The Company operates in one business segment, the manufacture and sale of pumps and related fluid control equipment for water, wastewater, construction, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC) and military applications.

Results of Operations

2004 Compared to 2003

The Company recorded record net sales of $203.6 million in 2004 compared to $195.8 million in 2003, an increase of 3.9%. The 2004 sales reflected positive signs of recovery in the general economic environment and capital goods markets during the year, resulting from increased pump sales principally in the industrial, construction and international markets. Annual price increases on products ranged from 4.0% to 5.0% in 2004 and reflected a mid-year surcharge approximating 2.0%. The surcharge was imposed by several of the Company’s divisions in response to higher costs for steel and energy.

Export shipments to foreign countries amounted to $42.2 million in 2004 compared to $38.2 million in 2003, an increase of $4.0 million or 10.5%. These shipments represented 21% of net sales in 2004 compared to 19% in 2003.

The backlog of orders at December 31, 2004 was $69.0 million compared to $58.4 million at December 31, 2003, an increase of $10.6 million or 18.2%.

Cost of products sold in 2004 was $161.1 million compared to $154.0 million in 2003, an increase of $7.1 million or 4.6%. As a percent of sales, cost of products sold was 79.2% in 2004 compared to 78.6% in 2003. The increase in cost of goods sold was primarily due to higher sales volume. In addition, higher costs for steel and energy from suppliers impacted the cost of goods sold by approximately 1.0 to 1.5% and the unfavorable impact from volume-related costs and product mix partially offset the benefit of lower pension expense of $1.0 million. As a percent of sales, gross margins were 20.8% in 2004 and 21.4% in 2003.

Selling, general and administrative (SG&A) expenses in 2004 were $29.0 million compared to $28.0 million in 2003. As a percent of net sales SG&A expenses were 14.2% during 2004 and 14.3% in 2003. In 2004, expenses associated with the requirements of the Sarbanes-Oxley Act of 2002 were approximately $807,000, an increase of $605,000 compared to 2003. Additional increases in healthcare costs and advertising and travel expenses of $826,000 were partially offset by a reduction in pension expense of $400,000.

Pension expense decreased $1.4 million in 2004 compared to 2003, principally due to a transaction in the third quarter 2003 when the Company’s accumulated distributions to retirees exceeded pension service and interest costs requiring a portion of previously unrecognized pension losses associated with the distribution to retirees to be expensed. The expense of $1.1 million associated with the settlement loss transaction in 2003 was not required in 2004.

Other income in 2004 was $1,005,000 compared to $701,000 in 2003, an increase of $304,000 or 43.4%. The increase principally resulted from increased interest income.

Other expense was $79,000 and $164,000 in 2004 and 2003, respectively.

The effective income tax rate was 35.4% in 2004, compared to 32.0% in 2003. In 2004, the Company did not benefit from foreign tax credits generated in the fourth quarter of 2003 of approximately $536,000 or $0.05 per share.

Net income for 2004 was $9.3 million compared to $9.8 million in 2003, a decrease of $500,000 or 5.2%. As a percent of net sales, net income was 4.6% and 5.0% in 2004 and 2003, respectively. Earnings per share was $0.87 in 2004 compared to $0.92 in 2003.

Cash dividends paid on common shares increased during 2004 to $0.55 per share and marked the 32nd consecutive year of increased cash dividends. The dividend yield at December 31, 2004 was 2.4%.

On July 22, 2004, the Company announced a 5 for 4 common stock split effective September 10, 2004 to shareholders of record as of August 13, 2004. The outstanding common stock was increased from 8,546,553 shares without par value to 10,682,697 shares without par value. Share and per share data for all periods presented have been restated to reflect the stock split.

Results of Operations

2003 Compared to 2002

Net sales recorded by the Company amounted to $195.8 million in 2003, a slight improvement when compared to $195.1 million in 2002. Net sales reflected a 9.5% increase in pump and pump related sales principally resulting from improved business in the municipal and international markets, and the first full year of results from the pump businesses acquired in 2002. Offsetting the overall increase of pump sales was the impact of a stalled capital goods economy and the further decline in sales of fabricated components used in the turbine power generation industry. Price increases on products marketed in a price conscious environment ranged up to 2.5%.

Export shipments in 2003 amounted to $38.2 million, an increase of $4.0 million, and represented 19% of net sales compared to $34.2 million and 18% of net sales in 2002.

The Gorman-Rupp Company 2004 Annual Report

24

The Gorman-Rupp Company
2004 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

Cost of products sold in 2003 was $154.0 million compared to $153.7 million in 2002. As a percent of sales, gross margins were 21.4% in 2003 and 21.2% in 2002. The favorable effect of cost containment programs and productivity improvements during the year were offset by volume-related costs and increased pension cost over 2002 amounting to $1.5 million.

Selling, general and administrative (SG&A) expenses in 2003 were $28.0 million compared to $27.9 million in 2002. As a percent of net sales SG&A expenses were 14.3% during 2003 and 2002. The impact of favorable cost containment efforts were offset by pro-rated pension cost increases over 2002 to SG&A expense amounting to approximately $600,000.

Other income in 2003 was $701,000 and consisted principally of the favorable effect of foreign currency exchange gains from the Company’s foreign subsidiaries, interest income and income from the rental of the Company’s unused facility. Other income in 2002 totaled $797,000 and was principally the result of interest income on invested funds and income from the rental of the Company’s unused facility. Interest income during 2003 was reduced due to lower available rates of return.

Other expense was $164,000 and $124,000 in 2003 and 2002, respectively.

The effective income tax rate was 32.0% in 2003, compared to 37.1% in 2002. The Company benefited primarily from foreign tax credits generated in the fourth quarter of 2003. The tax benefit was approximately $536,000 or $0.05 per share.

Net income for 2003 was $9.8 million compared to $8.9 million in 2002. As a percent of net sales, net income was 5.0% and 4.6% in 2003 and 2002, respectively. Earnings per share was $0.92 in 2003 compared to $0.84 in 2002. The increase in each of these performance measurements resulted from the reasons discussed above. All of the Company’s subsidiaries and divisions were profitable during 2003.

Cash dividends paid on common shares increased during 2003 to $0.54 per share and marked the 31st consecutive year of increased cash dividends. The dividend yield at December 31, 2003 was 2.6%.

On February 28, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. (“AMT”) for a net cash purchase price of approximately $12.6 million. On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. (“Flo-Pak”) for a cash purchase price of approximately $5.6 million. The acquisitions were financed with cash from the Company’s treasury, $900,000 of notes payable and by a draw of $10.0 million on an unsecured credit facility. The Company has subsequently retired all debt obligations related to these acquisitions. AMT, located in Royersford, Pennsylvania, is a developer and manufacturer of standard centrifugal pumps for industrial and commercial fluid-handling applications. AMT operates as a subsidiary of the Company. Flo-Pak, located in Buford, Georgia, is a manufacturer of designed pumping systems for the HVAC market. Flo-Pak’s operations have been merged into Patterson Pump Company, a subsidiary of the Company.

In March 2002, Patterson Pump Company acquired the remaining interest in its subsidiary Patterson Pump Ireland Limited. Patterson Pump Company now owns 100% of Patterson Pump Ireland Limited. Pump assembly at Patterson Pump Ireland Limited will continue to serve the European market.

Trends

The Company is not exposed to material market risks as a result of its export sales or operations outside of the United States. Export sales are denominated predominately in U.S. dollars and made on open account or with a letter of credit.

Numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products. The Company and three of its subsidiaries have been drawn into this mass-scaled litigation, typically as one of hundreds of co-defendants in a particular proceeding. (The vast majority of these cases are against Patterson Pump Company.) The allegations in the lawsuits involving the Company and/or its subsidiaries are vague, general and speculative, and most cases have not advanced beyond the early stage of discovery. In certain situations, the plaintiffs have voluntarily dismissed the Company and/or its subsidiaries from some of the lawsuits after the plaintiffs have acknowledged that there is no basis for their claims. Insurers of the Company have engaged legal counsel to represent the Company and its subsidiaries and to protect their interests.

In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising out of the ordinary course of business. Management does not currently believe that these proceedings, or the industry-wide asbestos litigation, will materially impact the Company’s results of operations, liquidity or financial condition.

The Gorman-Rupp Company 2004 Annual Report

25

The Gorman-Rupp Company
2004 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

Liquidity and Sources of Capital

Cash equivalents and short-term investments totaled $18.9 million and there was no debt at December 31, 2004. In addition, the Company had $12.6 million available in bank lines of credit after deducting $2.4 million in out-standing letters of credit. The Company was in compliance with all restrictive covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios at December 31, 2004.

During 2002, the Company financed its business acquisitions, including the repayment of a $10.0 million draw, principally through internally generated funds, including inventory reductions. Capital expenditures for 2005, estimated to be $3.0 to $5.0 million, are expected to be financed through internally generated funds and existing credit arrangements. During 2004, 2003 and 2002, the Company financed its capital improvements and working capital requirements principally through internally generated funds, proceeds from short-term investments and line of credit arrangements with banks.

Cash flows from operating activities were $14.5 million, $13.6 million and $21.4 million in 2004, 2003 and 2002, respectively. The decrease in 2003 was primarily due to increased levels of receivables and inventories. The improvement in 2004 was primarily attributable to favorable variances in receivables, inventories and deferred income taxes. These variances reflect improved timing of collections and inventory management, and accelerated tax depreciation on fixed assets purchased in 2004. The improvement in cash provided by operating activities was partially offset by reductions in income taxes payable and commissions payable.

Cash used for investing activities was $9.0 million, $4.9 million and $22.9 million for 2004, 2003 and 2002, respectively, and normally consists of investments in machinery and equipment. The Company’s 2004 net capital expenditures were $7.5 million compared to $3.7 million in 2003, an increase of $3.8 million. The increase in net capital expenditures resulted primarily from the purchase of a new Company aircraft. In 2002, the Company spent $18.2 million for the acquisitions of AMT and Flo-Pak and related costs.

Cash used for financing activities was $5.9 million in 2004 and $6.0 million in 2003 and 2002. Cash dividends constituted the major portion of cash outflows.

The change in value of the Canadian dollar and Euro against the U.S. dollar increased cash $361,000, $461,000 and $23,000 in 2004, 2003 and 2002, respectively.

The ratio of current assets to current liabilities was 4.6 to 1 and 4.4 to 1 at December 31, 2004 and 2003, respectively.

Management believes that the Company has adequate working capital and a healthy liquidity position.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is appropriate in Gorman-Rupp’s specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements, giving due regard to materiality. The Company does not believe there is a great likelihood that materially different amounts would be reported under different conditions or using different assumptions pertaining to the accounting policies described below.

Revenue Recognition

Substantially all of Gorman Rupp’s revenues are recognized when products are shipped to unaffiliated customers. The Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” provides guidance on the application of generally accepted accounting principles to selected revenue recognition issues. The Company has concluded that its revenue recognition policy is appropriate and in accordance with generally accepted accounting principles and SAB No. 104.

Allowance for Doubtful Accounts

The Company evaluates the collectibility of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to Gorman-Rupp (e.g., bankruptcy filings, substantial down-grading of credit scores, etc.), the Company records a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes reserves for bad debts based on the length of time the receivables are past due. If circumstances change (e.g., an unexpected material adverse change in a major customer’s ability to meet its financial obligations), the Company’s estimates of the recoverability of amounts due could be reduced by a material amount. Historically, the Company’s collection history has been good.

The Gorman-Rupp Company 2004 Annual Report

26

The Gorman-Rupp Company
2004 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

Inventories and Related Allowance

Inventories are valued at the lower of cost or market value and have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on a variety of factors, including historical inventory usage and management evaluations. Historically, the Company has not experienced large write-offs due to obsolescence. The Company uses the last-in, first-out (LIFO) method for primarily all of its inventories.

Pension Plans and Other Postretirement Benefit Plans

The measurement of liabilities related to pension plans and other postretirement benefit plans is based on management’s assumptions related to future events including interest rates, return on pension plan assets, compensation increases and health care cost trend rates. The Company uses a measurement date of October 31 for benefit plan determinations. The discount rates used to determine the present value of future benefits are based on effective yields of investment grade fixed income investments. The discount rate used to value pension plan and postretirement obligations was 5.89% at October 31, 2004, compared to 6.34% at October 31, 2003. Annual expense amounts are determined based on the discount rate at October 31 of the prior year. The expected rate of return on pension assets is designed to be a long-term assumption that will be subject to year-to-year variability. The rate for 2004 and 2003 was 8.0%. During 2004, the fair market value of pension assets increased. Actual pension plan asset performance will either reduce or increase unamortized losses which will ultimately affect net income. The rate of compensation increase was 3.5% and 3.75% in 2004 and 2003, respectively. The assumption used for the rate of increase in medical costs over the next five years was essentially unchanged from 2003 to 2004. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, a one-percentage point change in the assumed health care cost trend rate would have the following effects:

	One-Percentage Point
(Thousands of dollars)	Increase		Decrease
Effect on total of service and interest cost components in 2004	$	265	$	(237	)
Effect on accumulated postretirement benefit obligation as of December 31, 2004	$	2,350	$	(2,086	)

The overall effect of changes noted in the above assumptions will increase pension and postretirement expenses.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes,” which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Realization of the Company’s deferred tax assets is principally dependent upon the Company’s achievement of projected future taxable income, which management believes is sufficient to fully utilize the deferred tax assets recorded.

Goodwill and Other Intangibles

The Company accounts for goodwill in a purchase business combination as the excess of the cost over the fair value of net assets acquired. Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. SFAS 142 establishes a new two-step method for testing goodwill for impairment on an annual basis (or an interim basis if an event occurs that might reduce the fair value of a reporting unit below its carrying value). SFAS 142 also requires that an identifiable intangible asset that is determined to have an indefinite useful economic life not be amortized, but separately tested for impairment using a one-step fair value based approach. The value of goodwill and intangible assets are tested for impairment as of October 1 of each year, or more frequently if events or circumstances change that would likely reduce the fair value below carrying value. The Company uses the fair market value approach to test for impairment. The fair market valuations used for the impairment tests can be affected by changes in the estimates of the revenue multiples and the discount rate used in the calculations. Losses, if any, resulting from impairment tests will be reflected in operating income in the Company’s income statement. No impairment resulted from the annual reviews performed in 2004 or 2003.

Amortization of other intangible assets is calculated on the straight-line basis using the following lives:

Sales contracts	18 years
Drawings	15 years
Program logic	10 years

Other Matters

Transactions with related parties are in the ordinary course of business and are not material to Gorman-Rupp’s financial position, net income or cash flows. Gorman-Rupp does not have any off-balance sheet arrangements, financings or other relationships with unconsolidated “special purpose entities.” Gorman-Rupp is also not a party to any long-term debt agreements, or any material capital leases, operating leases or purchase obligations.

The Gorman-Rupp Company 2004 Annual Report

27

The Gorman-Rupp Company
2004 Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

During the course of the Company’s 2004 financial statements close process, one material weakness in the Company’s internal control over financial reporting was identified. The material weakness related to the inadequacy of accounting personnel and certain communication procedures at Patterson Pump Company, a wholly-owned subsidiary, which resulted in an untimely recognition of a decrease in inventory and net income at Patterson Pump Company.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded the Company did not maintain effective internal control over financial reporting as of December 31, 2004. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

/s/ JEFFREY S. GORMAN
Jeffrey S. Gorman
President and Chief Executive Officer

/s/ ROBERT E. KIRKENDALL
Robert E. Kirkendall
Senior Vice President and Chief Financial Officer

February 24, 2005

The Gorman-Rupp Company 2004 Annual Report

28

The Gorman-Rupp Company
2004 Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
The Gorman-Rupp Company

We have audited management’s assessment, included in the accompanying Report of Management on Internal Control Over Financial Reporting, that The Gorman-Rupp Company did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of the material weakness identified in management’s assessment, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Gorman-Rupp Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management’s assessment: During the course of the Company’s 2004 financial statements close process, one material weakness in the Company’s internal control over financial reporting was identified. The material weakness related to the inadequacy of accounting personnel and certain communication procedures at Patterson Pump Company, a wholly-owned subsidiary, which resulted in an untimely recognition of a decrease in inventory and net income at Patterson Pump Company.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 financial statements, and this report does not affect our report dated February 24, 2005 on those financial statements.

In our opinion, management’s assessment that The Gorman-Rupp Company did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO control criteria. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, The Gorman-Rupp Company has not maintained effective internal control over financial reporting as of December 31, 2004, based on the COSO control criteria.

/s/ ERNST & YOUNG LLP
Cleveland, Ohio
February 24, 2005

The Gorman-Rupp Company 2004 Annual Report

29

The Gorman-Rupp Company
2004 Eleven-Year Summary of Selected Financial Data

(Thousands of dollars, except per share amounts)

	2004		2003		2002		2001
Operating Results:
Net sales	$	203,554	$	195,826	$	195,081	$	203,169
Gross profit(1)		42,425		41,851		41,451		48,108
Income taxes		5,075		4,613		5,267		8,450
Net income		9,277		9,787		8,936		14,585
Depreciation and amortization (1)		7,179		7,274		7,035		7,128
Interest expense		40		56		72		116
Return on net sales (%)		4.6		5.0		4.6		7.2
Sales dollars per employee		211.4		196.4		185.1		195.2
Income dollars per employee		9.6		9.8		8.5		14.0
Financial Position:
Current assets	$	96,645	$	95,718	$	85,315	$	90,575
Current liabilities		21,112		21,908		19,282		18,103
Working capital		75,533		73,810		66,033		72,472
Current ratio		4.6		4.4		4.4		5.0
Property, plant and equipment – net		54,812		54,338		57,757		53,895
Capital additions		7,500		3,698		5,765		3,139
Total assets		165,344		162,395		154,302		149,569
Long-term debt		–		–		291		–
Shareholders’ equity		121,898		117,918		112,912		109,366
Dividends paid		5,907		5,809		5,550		5,475
Average number of employees		963		997		1,054		1,041
Shareholder Information:(2)
Basic and diluted earnings per share	$	0.87	$	0.92	$	0.84	$	1.36
Cash dividends per share		.552		.544		.520		.512
Shareholders’ equity per share at December 31		11.41		11.04		10.58		10.25
Average number of shares outstanding		10,680,832		10,677,087		10,673,337		10,694,292

(1)	Prior period amounts have been reclassified for amortization expense to conform to the 2004 presentation.
(2)	Shares outstanding and per share data reflect the 5 for 4 stock split effective September 10, 2004.

Summary of Quarterly Results of Operations

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2004 and 2003:

(Thousands of dollars, except per share amounts)

							Basic and Diluted
Quarter Ended 2004	Net Sales		Gross Profit(1)		Net Income		Earnings per Share(2)
First Quarter	$	49,431	$	10,094	$	2,207	$	0.21
Second Quarter		50,804		10,822		2,449		0.23
Third Quarter		52,392		10,860		2,056		0.19
Fourth Quarter		50,927		10,649		2,565		0.24
Total	$	203,554	$	42,425	$	9,277	$	0.87

(1)	Prior period amounts have been reclassified for amortization expense to conform to the 2004 presentation.
(2)	Per share data reflect the 5 for 4 stock split effective September 10, 2004.

The Gorman-Rupp Company 2004 Annual Report

30

2000	1999		1998		1997		1996		1995		1994
$190,384	$	182,239	$	174,162	$	167,723	$	157,733	$	152,007	$	139,795
48,430		46,347		43,713		40,964		39,127		36,516		35,763
8,400		8,460		7,400		6,340		5,735		5,590		5,625
13,796		13,081		11,752		10,612		9,928		9,461		9,327
6,863		6,489		6,330		5,959		5,675		5,173		4,534
183		55		188		238		330		602		195
7.2		7.2		6.7		6.3		6.3		6.2		6.7
186.5		177.6		170.4		163.8		161.9		156.4		140.8
13.5		12.7		11.5		10.4		10.2		9.7		9.4
$83,745	$	79,641	$	80,012	$	83,151	$	71,926	$	71,401	$	60,070
19,079		17,439		17,431		17,036		15,199		19,727		16,391
64,666		62,202		62,581		66,115		56,727		51,674		43,679
4.4		4.6		4.6		4.9		4.7		3.6		3.7
57,885		53,609		43,916		40,919		40,549		42,163		40,879
11,439		16,182		9,327		6,329		4,036		8,229		8,553
147,337		138,331		128,933		129,321		117,650		119,816		107,100
3,413		3,107		783		6,689		3,796		7,188		4,715
101,455		93,751		85,162		79,516		72,737		67,240		61,608
5,322		5,152		4,983		4,821		4,567		4,466		4,209
1,021		1,026		1,022		1,024		974		972		993
$1.29	$	1.22	$	1.09	$	0.99	$	0.92	$	0.88	$	0.87
.496		.480		.464		.448		.424		.416		.392
9.48		8.73		7.94		7.39		6.75		6.25		5.74
10,728,482		10,731,849		10,749,144		10,761,351		10,770,961		10,733,836		10,724,045

(Thousands of dollars, except per share amounts)

							Basic and Diluted
Quarter Ended 2003	Net Sales		Gross Profit(1)		Net Income		Earnings per Share(2)
First Quarter	$	43,903	$	8,402	$	1,202	$	0.11
Second Quarter		49,264		11,233		2,567		0.24
Third Quarter		53,500		11,228		2,555		0.24
Fourth Quarter		49,159		10,988		3,463		0.33
Total	$	195,826	$	41,851	$	9,787	$	0.92

(1)	Prior period amounts have been reclassified for amortization expense to conform to the 2004 presentation.
(2)	Per share data reflect the 5 for 4 stock split effective September 10, 2004.

The Gorman-Rupp Company 2004 Annual Report

31

The Gorman-Rupp Company
2004 Shareholder Information

Ranges of Stock Prices

The high and low sales price and dividends per share for common shares traded on the American Stock Exchange were:

			Sales Price of Common Shares						Dividends Per Share
	2004				2003				2004		2003
	High		Low		High		Low
First Quarter	$	21.79	$	18.64	$	19.36	$	14.56	$	.136	$	.136
Second Quarter		23.24		19.32		21.78		15.68		.136		.136
Third Quarter		22.12		15.99		20.10		17.60		.140		.136
Fourth Quarter		24.59		20.46		21.65		17.48		.140		.136

Per share data and sales price per share data reflect the 5 for 4 stock split effective September 10, 2004.

Shareholder information reported by Transfer Agent and Registrar, National City Bank, February 7, 2005.

	Holders		Shares
Individuals		1,237		2,846,712
Nominees, brokers and others		17		7,835,985
Total		1,254		10,682,697

An additional 398,278 common shares are held in Treasury.

Shares reflect the 5 for 4 stock split effective September 10, 2004.

The Gorman-Rupp Company 2004 Annual Report

34

Safe Harbor Statement

This Annual Report contains various forward-looking statements and includes assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement identifying important economic, political and technological factors, among others, the absence of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include the following: (1) continuation of the current and projected future business environment, including interest rates and capital and consumer spending; (2) competitive factors and competitor responses to Gorman-Rupp initiatives; (3) successful development and market introductions of anticipated new products; (4) stability of government laws and regulations, including taxes; (5) stable governments and business conditions in emerging economies; (6) successful penetration of emerging economies; and (7) continuation of the favorable environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of candidates.

The Gorman-Rupp Company 2004 Annual Report

35

EX-14

EXHIBIT (14)

THE GORMAN-RUPP COMPANY

CODE OF ETHICS

Introduction

     This Code of Ethics describes the basic principles of conduct that apply to all employees, officers and Directors of The Gorman-Rupp Company (“Company”). This Code is intended to provide a broad overview of basic ethical principles that guide our conduct. Violation of this Code may result in disciplinary action as deemed appropriate by the Company’s Board of Directors, varying from reprimand to dismissal.

     The requirement that we adhere to each of the policies and principles contained in this Code may only be waived by the Board of Directors. The Company will promptly disclose to the Company’s shareholders and the investing public any waiver of this Code.

Compliance with Laws, Rules and Regulations

     We strive to comply with all laws, rules and regulations of the places where the Company conducts business.

Conflicts of Interest

     We conduct our business affairs in the best interests of the Company and shall therefore avoid situations where our private interests interfere with the Company’s interests. We shall be especially sensitive to situations that have the appearance of impropriety.

Record-Keeping

     We require honest and accurate recording and reporting of financial and other information.

     All of the Company’s records, accounts and financial statements are maintained in reasonable detail, appropriately reflect its transactions, and conform both to applicable legal and financial accounting requirements.

Public Reporting

     We endeavor to make full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and the American Stock Exchange and in the Company’s news releases and other public communications.

     We require cooperation and open communication with our internal and external auditors. We consider any action to fraudulently influence, coerce, manipulate or mislead any auditor engaged in the performance of an audit of the Company’s financial statements to be an illegal activity.

41

Insider Trading

     Consistent with the federal securities laws, we confirm that the conduct of any person who buys or sells the Company’s securities on the basis of material, non-public information concerning the Company is illegal.

     We further confirm the illegal conduct of any person in possession of material, non-public information who provides another person with such information or recommends that he or she buy or sell the Company’s securities. These prohibitions also apply to material, non-public information obtained about any other company during the course of working for the Company.

Corporate Opportunities

     We do not personally take advantage of opportunities that are discovered because of our position without the prior consent of the Board of Directors. We shall not compete with the Company and shall fulfill our fiduciary duties to the Company to advance its legitimate interests whenever the opportunity to do so arises.

Competition and Fair Dealing

     We manage the Company so that it competes fairly and honestly. We do not engage in unethical or illegal business practices such as stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing disclosure of this type of information by past or present employees of other companies. We shall respect the confidentiality of our customers’, suppliers’ and competitors’ information.

Business Entertainment and Gifts

     We recognize that business entertainment and gifts are meant to create goodwill and sound working relationships, not to gain unfair advantage with customers or suppliers. We shall not offer, give or accept any gift or entertainment unless it: (i) is not a cash gift, (ii) is consistent with customary business practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe or payoff, and (v) does not violate any laws or regulations.

Discrimination and Harassment

     We provide equal opportunity in employment and will not tolerate discrimination or harassment in the workplace. Derogatory comments based on racial or ethnic characteristics, unwelcome sexual advances and similar behavior are prohibited by the Company’s policies.

Health and Safety

     We strive to provide a safe and healthful work environment by following safety and health rules and practices.

     We do not permit violence or threatening behavior in the workplace.

42

Confidentiality

     We protect the Company’s confidential, proprietary and trade secret information. We also protect information that suppliers and customers have entrusted to the Company on a confidential basis. Our personal obligation to safeguard the Company’s confidential, proprietary and trade secret information continues even after our employment with the Company ends.

Protection and Proper Use of Company Assets

     We shall not engage in theft or careless use of the Company’s assets. We shall never use the Company’s assets for illegal purposes.

Activities Concerning Foreign Governments

     In compliance with the United States Foreign Corrupt Practices Act and The Organization for Economic Co-Operation and Development Anti-Bribery Convention, we do not give anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. We do not promise, offer or deliver to any foreign or domestic government employee or official any gift, favor or other gratuity that would be illegal.

     Our policy is to comply with the laws of other nations in which the Company conducts business.

Reporting Illegal or Unethical Behavior

     In order to encourage good faith reports of illegal or unethical behavior within the Company to the Company’s Corporate Manager Internal Audit (including violations of this Code), we keep all reports confidential and do not allow retaliation for reports of misconduct by others. We will cooperate in internal investigations of alleged misconduct.

     We shall not permit any form of retribution against any employee who, in good faith, reports violations or suspected violations of Company policy.

Conclusion

     Our business conduct on behalf of the Company shall be guided by the policies and principles set forth in this Code.

*           *           *           *           *           *           *           *           *           *           *           *

     This Code of Ethics was first authorized, approved and adopted by the Board of Directors of The Gorman-Rupp Company on October 23, 2003 for application to the Company’s Chief Executive Officer, Chief Financial Officer and Treasurer. The Board of Directors expanded the scope of this Code of Ethics by the authorization, approval and adoption of an appropriate resolution on April 22, 2004 so that it applies to all employees, officers and Directors of the Company.

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EX-21

EXHIBIT (21)

SUBSIDIARIES OF THE COMPANY

The Company has four wholly owned subsidiaries: (i) Gorman-Rupp of Canada Limited, organized under the laws of the Province of Ontario; (ii) The Gorman-Rupp International Company, organized under the laws of the State of Ohio, (iii) Patterson Pump Company, organized under the laws of the State of Ohio; and (iv) American Machine and Tool Co., Inc. of Pennsylvania, organized under the laws of the State of Delaware. The Company has one indirect, wholly owned subsidiary: Patterson Pump Ireland Limited, a wholly owned subsidiary of Patterson Pump Company, organized under the laws of the Republic of Ireland. The consolidated financial statements of the Company, filed as a part of this Form 10-K, include the accounts of each such subsidiary.

44

EX-23

EXHIBIT (23)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of The Gorman-Rupp Company of our reports dated February 24, 2005, with respect to the consolidated financial statements of The Gorman-Rupp Company, The Gorman-Rupp Company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company, included in the 2004 Annual Report to Shareholders of The Gorman-Rupp Company.

We also consent to the incorporation by reference in the Registration Statement and in the related Prospectus (Form S-8 No. 333-85982) pertaining to the Employee Stock Purchase Plan of The Gorman-Rupp Company, in the Registration Statement and in the related Prospectus (Form S-8 No. 333-105682) pertaining to the 401(k) Plan of The Gorman-Rupp Company, and in the Registration Statement and in the related Prospectus (Form S-8 No. 333-30159) pertaining to the Non-Employee Directors’ Compensation Plan of The Gorman-Rupp Company of our reports dated February 24, 2005, with respect to the consolidated financial statements of The Gorman-Rupp Company, The Gorman-Rupp Company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company, incorporated herein by reference in this Annual Report (Form 10-K) for the year ended December 31, 2004.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio
March 10, 2005

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EX-24

EXHIBIT (24)

THE GORMAN-RUPP COMPANY

CERTIFICATE OF THE SECRETARY

     The undersigned hereby certifies that he is the duly elected, qualified and acting Corporate Secretary of The Gorman-Rupp Company, an Ohio corporation (the “Company”), and that the following resolutions were duly adopted by the Company’s Board of Directors at a duly noticed and called meeting held on February 24, 2005 at which a quorum was present and acting throughout, which resolutions have not been amended, rescinded or modified and are in full force and effect on the date hereof.

     RESOLVED, that the executive officers of the Company, and each of them, hereby are authorized, for and on behalf of the Company, to prepare, sign and file, or cause to be prepared, signed and filed, with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, the Company’s 2004 Annual Report on Form 10-K, and any and all amendments thereto, and to do or cause to be done all things necessary or advisable in connection therewith.

     FURTHER RESOLVED, that Jeffrey S. Gorman, David P. Emmens and Anthony R. Moore, and each of them, hereby are appointed attorneys for the Company, with full power of substitution and resubstitution, for and in the name, place and stead of the Company, to sign and file the Company’s 2004 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents in connection therewith, with full power and authority to do and perform any and all acts necessary or advisable.

     FURTHER RESOLVED, that the executive officers of the Company and each of them, hereby are authorized, for and on behalf of the Company, to execute a power of attorney evidencing the foregoing appointments.

     IN WITNESS WHEREOF, I have hereunto signed this Certificate this 10th day of March, 2005.

/s/DAVID P. EMMENS

David P. Emmens
Corporate Secretary

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EXHIBIT (24)

POWER OF ATTORNEY

     The undersigned, The Gorman-Rupp Company (the “Company”), by the undersigned executive officer of the Company hereunto duly authorized, hereby appoints Jeffrey S. Gorman, David P. Emmens and Anthony R. Moore, and each of them, as attorneys for the Company, with full power of substitution and resubstitution, for and in its name, place and stead, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Company’s 2004 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents to be filed with the Securities and Exchange Commission or otherwise in connection therewith, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.

     Executed this 10th day of March 2005.

	THE GORMAN-RUPP COMPANY
BY:	/s/ DAVID P. EMMENS
	David P. Emmens
	Corporate Secretary

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EXHIBIT (24)

POWER OF ATTORNEY

The undersigned Directors and Officers of The Gorman-Rupp Company (the “Company”) hereby appoint Jeffrey S. Gorman, David P. Emmens, and Anthony R. Moore, and each of them, as attorneys for each of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Company’s 2004 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents to be filed with the Securities and Exchange Commission or otherwise in connection therewith, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.

Executed as of the 24th day of February, 2005

/s/JEFFREY S. GORMAN	President, Principal Executive
	Officer and Director
Jeffrey S. Gorman
/s/ROBERT E. KIRKENDALL	Senior Vice President and Principal Financial
	and Accounting Officer
Robert E. Kirkendall
/s/JAMES C. GORMAN	Director
James C. Gorman
/s/THOMAS E. HOAGLIN	Director
Thomas E. Hoaglin
/s/CHRISTOPHER H. LAKE	Director
Christopher H. Lake
/s/PETER B. LAKE	Director
Peter B. Lake
/s/RICK R. TAYLOR	Director
Rick R. Taylor
/s/W. WAYNE WALSTON	Director
W. Wayne Walston
/s/JOHN A. WALTER	Director
John A. Walter

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EX-31.1

EXHIBIT (31)(a)

CERTIFICATIONS

I, Jeffrey S. Gorman, certify that:

1.	I have reviewed this annual report on Form 10-K of The Gorman-Rupp Company;
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 statements 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

49

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

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

Date: March 10, 2005	/s/JEFFREY S. GORMAN
	Jeffrey S. Gorman
	President and Chief Executive Officer
	The Gorman-Rupp Company
	(Principal Executive Officer)

50

EX-31.2

EXHIBIT (31)(b)

CERTIFICATIONS

I, Robert E. Kirkendall, certify that:

1.	I have reviewed this annual report on Form 10-K of The Gorman-Rupp Company;
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 statements 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

51

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

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2005	/s/ROBERT E. KIRKENDALL
	Robert E. Kirkendall
	Senior Vice President and
	Chief Financial Officer
	The Gorman-Rupp Company
	(Principal Financial Officer)

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EX-32

EXHIBIT (32)

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 Annual Report of The Gorman-Rupp Company on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U. S. C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1)   The Report fully complies with the requirements of Section 13(a) and 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 as of the dates and for the periods expressed in the Report.

Date: March 10, 2005	/s/JEFFREY S. GORMAN
	Jeffrey S. Gorman
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ROBERT E. KIRKENDALL
	Robert E. Kirkendall
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U. S. C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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