e10vk

Borrower:

Badger Meter, Inc.

Lender:

M&I Marshall & Ilsley Bank

4545 W. Brown Deer Rd.

SE Wisconsin Region Commercial Lending

Milwaukee, WI 53223-2413

770 North Water Street

Milwaukee, WI 53202

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EyHWub20yM30v8fN3EQZyI+3EKAGdDlB2320PfijYLYvmoK/PtVc6bFdKrNfaXVd LydO/t+0rjuSpUIGsBESJg== 0000950137-06-002572.txt : 20060306 0000950137-06-002572.hdr.sgml : 20060306 20060306094311 ACCESSION NUMBER: 0000950137-06-002572 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060306 DATE AS OF CHANGE: 20060306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06706 FILM NUMBER: 06666017 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: 4143715702 MAIL ADDRESS: STREET 1: 4545 W BROWN DEER RD CITY: MILWAUKEE STATE: WI ZIP: 53223 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 10-K 1 c02859e10vk.htm ANNUAL REPORT e10vk

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of

1934 for the fiscal year ended December 31, 2005

BADGER METER, INC.

4545 W. Brown Deer Road

Milwaukee, Wisconsin 53223

(414) 355-0400

A Wisconsin Corporation

IRS Employer Identification No. 39-0143280

Commission File No. 1-6706

The Company has the following classes of securities registered pursuant to Section 12(b) of the Act:


		Name of each exchange
Title of class:		on which registered:
Common Stock		American Stock Exchange
Common Share Purchase Rights		American Stock Exchange

The Company does not have any securities registered pursuant to Section 12(g) of the Act.

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o

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

The aggregate market value of the Common Stock held by non-affiliates of the Company as of December 31, 2005 was $266,779,622. For purposes of this calculation only, (i) shares of Common Stock are deemed to have a market value of $41.30 per share, the closing price of the Common Stock as reported on the American Stock Exchange on June 30, 2005, and (ii) each of the executive officers and directors is deemed to be an affiliate of the Company.

As of February 10, 2006, there were 6,876,101 shares of Common Stock outstanding with a par value of $1 per share.

Portions of the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year, are incorporated by reference from the definitive Proxy Statement into Part III.

TABLE OF CONTENTS


PART I
PART II
BADGER METER, INC.
Management’s Annual Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
PART III
PART IV
SIGNATURE
SIGNATURE
Loan Agreement
Subsidiaries of the Registrant
Consent of Independent Public Accounting Firm
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
906 Certification of CEO and CFO

Special Note Regarding Forward Looking Statements

Certain statements contained in this Form 10-K and accompanying 2005 Annual Report, as well as other information provided from time to time by the Company or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company’s then current views and assumptions and involve risks and uncertainties that include, among other things:


	•	the continued shift in the Company’s business from lower cost, local read meters toward more expensive, value-added automatic meter reading (AMR) systems;

	•	the success or failure of newer Company products, including the Orion^® radio frequency mobile AMR system, the absolute digital encoder (ADE^tm) and the Galaxy^® fixed network AMR system;

	•	changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, local read meters;

	•	the actions (or lack thereof) of the Company’s competitors;

	•	the Company’s relationships with its alliance partners, particularly its alliance partners that provide AMR connectivity solutions;

	•	the general health of the United States and foreign economies, including housing starts in the United States and overall industrial activity;

	•	increases in the cost and/or availability of needed raw materials and parts, including recent increases in the cost of brass housings as a result of increases in the commodity prices for copper and zinc at the supplier level and resin as a result of increases in petroleum and natural gas prices;

	•	the ability to improve operating results for foreign markets that have experienced historical losses;

	•	changes in foreign economic conditions, particularly currency fluctuations between the United States dollar and the euro; and

	•	changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR products.

All of these factors are beyond the Company’s control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company assumes no obligation, and disclaims any obligation, to update any such forward looking statements to reflect subsequent events or circumstances.

PART I


ITEM 1.	BUSINESS

The Company is a leading marketer and manufacturer of products, and a provider of services, using flow measurement and control technologies serving markets worldwide. The Company was incorporated in 1905.

Available Information

The Company’s Internet address is http://www.badgermeter.com. The Company makes available free of charge (other than an investor’s own Internet access charges) through its Internet website its Annual Report

on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, on the same day they are electronically filed with, or furnished to, the Securities and Exchange Commission. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

Markets and Products

The Company is a leading marketer and manufacturer of products using flow measurement and control technologies developed both internally and with other technology companies. Its products are used to measure and control the flow of liquids in a variety of applications. The Company’s product lines fall into two general categories, utility and industrial. The utility category is comprised of two product lines, residential and commercial water meters (with various automatic meter reading (AMR) technology systems), which are generally sold to water utilities and constitute a majority of the Company’s sales. Industrial product line sales comprise the remainder of the Company’s sales and include automotive fluid meters and systems, small precision valves, electromagnetic meters, impeller flow meters and industrial process meters (all with related accessories and instrumentation).

Residential and commercial water meters and related systems are classified as local (or manual) read meters or AMR products. Local read meters consist of a water meter and a register. With AMR meters, the register digitally encodes the mechanical reading and its radio frequency transmitter communicates the data to a computerized system that collects the data and sends it to specific utility computerized programs. Net sales and the corresponding net earnings depend on unit volume and mix of products, with the Company generally earning higher margins on AMR products. The Company sells AMR products of other companies as well as its own proprietary product, Orion^®, which has higher margins than the other AMR products. Orion^® is currently being sold as a walk-by/drive-by system, but also has the ability to connect with a variety of other technologies, such as power line carrier, broadband over power line, municipal WI-FI and radio frequency systems to allow for remote reading of the data. Net sales and the corresponding net earnings are therefore also dependent on the mix of AMR products between proprietary and non-proprietary products.

There is a base level of annual business for utility products driven by replacement units and, to a lesser extent, housing starts. Sales above the base level depend on conversions to AMR away from manual read meters. The Company believes that conversion from local read meters to AMR products can accelerate replacements of meters and result in growth, because it is estimated that only 15-20% of the water meter market has been converted to AMR. Badger Meter’s strategy is to solve customers’ metering needs with its proprietary meter reading systems or other systems available through alliances within the marketplace.

The industrial products generally serve niche markets and have in the past utilized technology derived from utility products to serve industrial uses. As these markets evolve, these products are becoming more specialized to meet industrial flow measurement and communication protocol requirements. Serving these markets allows the Company to expand its technologies into other areas of flow measurement and control, as well as utilize existing capacity and spread fixed costs over a larger sales base.

The Company’s products are primarily manufactured and assembled in the Company’s Milwaukee, Wisconsin; Tulsa, Oklahoma; Rio Rico, Arizona; Nogales, Mexico and Brno, Czech Republic facilities. Products are also assembled in the Company’s Stuttgart, Germany and Nancy, France facilities.

The Company’s products are sold throughout the world through various distribution channels including direct sales representatives, distributors and independent sales representatives. There is a moderate seasonal impact on sales, primarily relating to higher sales of certain utility products during the spring and summer months. No single customer accounts for more than 10% of the Company’s sales.

Competition

There are competitors in each of the markets in which the Company sells its products, and the competition varies from moderate to intense. Major competitors include Sensus Metering Systems, Inc., Neptune Technologies and AMCO Water Metering Systems for utility water meters. The primary competitor

for the water utility AMR products is Itron, Inc. While the Company sells its own proprietary AMR systems (e.g., Orion^®), it is also a reseller of the Itron products. A number of the Company’s competitors in certain markets have greater financial resources. The Company believes it currently provides the leading technology in water meters and AMR systems for water utilities. As a result of significant research and development activities, the Company enjoys favorable patent positions for several of its products.

Backlog

The dollar amounts of the Company’s total backlog of unshipped orders at December 31, 2005 and 2004 were $28.6 million and $24.1 million, respectively. The backlog is comprised of firm orders and signed contractual commitments, or portions of such commitments, that call for shipment within twelve months. Backlog can be significantly affected by the timing of orders for large utility projects.

Raw Materials

Raw materials used in the manufacture of the Company’s products include metal or alloys (such as bronze, aluminum, stainless steel, cast iron, brass and stellite), plastic resins, glass, microprocessors and other electronic subassemblies and components. There are multiple sources for these raw materials, but the Company purchases some bronze castings and certain electronic subassemblies from single suppliers. The Company believes these items would be available from other sources, but that the loss of its current suppliers would result in higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term. The Company carries business interruption insurance on key suppliers. World commodity markets may also affect prices.

Research and Development

Expenditures for research and development activities relating to the development of new products, improvement of existing products and manufacturing process improvements were $5.3 million in 2005, compared to $4.6 million in 2004, and $6.1 million during 2003. Research and development activities are primarily sponsored by the Company. The Company also engages in some joint research and development with other companies.

Intangible Assets

The Company owns or controls many patents, trademarks, trade names and license agreements in the United States and other countries that relate to its products and technologies. No single patent, trademark, trade name or license is material to the Company’s business as a whole.

Environmental Protection

The Company is subject to contingencies relative to compliance with federal, state and local provisions and regulations relating to the protection of the environment. Currently, the Company is in the process of resolving issues relative to two landfill sites. The Company does not believe the ultimate resolution of these issues will have a material adverse effect on the Company’s financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole. Expenditures during 2005, 2004 and 2003 for compliance with environmental control provisions and regulations were not material and the Company does not anticipate any material future expenditures.

Employees

The Company and its subsidiaries employed 1,052 persons at December 31, 2005, 215 of whom are covered by a collective bargaining agreement with District 10 of the International Association of Machinists. The Company is currently operating under a four-year contract with the union, which expires October 31, 2008. The Company believes it has good relations with the union and all of its employees.

Foreign Operations and Export Sales

The Company has distributors and sales representatives throughout the world. Additionally, the Company has a sales, assembly and distribution facility near Stuttgart, Germany; sales and customer service offices in Mexico, Singapore and Slovakia; a manufacturing facility in Nogales, Mexico; a manufacturing and sales facility in Brno, Czech Republic; and a sales and assembly facility in Nancy, France. The Company exports products from the United States that are manufactured in Milwaukee, Wisconsin; Tulsa, Oklahoma; and Rio Rico, Arizona.

Information about the Company’s foreign operations and export sales is included in Note 10 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2005 Annual Report on Form 10-K.

Financial Information about Industry Segments

The Company operates in one industry segment as a marketer and manufacturer of flow measurement and control products as described in Note 10 “Industry Segment and Geographic Areas” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2005 Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Shareholders, potential investors and other readers are urged to consider the significant business risks described below in addition to the other information set forth or incorporated by reference in this 2005 Annual Report on Form 10-K. If any of the events contemplated by the following risks actually occur, our financial condition or results of operations could be materially adversely affected. The following list of risk factors may not be exhaustive. We operate in a continually changing business, economic and geopolitical environment, and new risk factors may emerge from time to time. We can neither predict these new risk factors nor assess the impact, if any, on the business, or the extent to which any factor, or combination of factors, may cause the actual results of operations to differ materially.

Competitive pressures in the marketplace could decrease revenues and profits:

Competitive pressures in the marketplace for our products could adversely affect our competitive position, leading to a possible loss of market share or a decrease in prices, either of which could result in decreased revenues and profits. We operate in an environment where competition varies from moderate to intense and a number of our competitors have greater financial resources. The principal elements of competition for our most significant product lines, residential and commercial water meters (with various automatic meter reading (AMR) technology systems) for the utility market, are price, product technology, quality and service. The competitive environment is also affected by the movement toward AMR technologies away from local (or manual) read meters, the demand for replacement units and, to a lesser extent, the number of housing starts in the United States. For our industrial products, the competitive environment is affected by the general economic health of the industrial sectors in the United States and Europe.

Technological developments could harm future success:

We believe that our future success depends, in part, on our ability to develop technologically advanced products that meet or exceed appropriate industry standards. Although we believe that we currently have such advantages over our competitors, maintaining such advantages will require continued investment in research and development, sales and marketing. There can be no assurance that we will have sufficient resources to make such investments or that we will be able to make the technological advances necessary to maintain such competitive advantages. We are not currently aware of any emerging standards or new products that could render our existing products obsolete.

The inability to obtain adequate supplies of raw materials could decrease profit margins and hinder timely delivery to customers:

We are affected by the availability and prices for raw materials, including metal or alloys (such as bronze, aluminum, stainless steel, cast iron, brass and stellite), plastic resins, glass, microprocessors and other electronic subassemblies and components that are used in the manufacturing process. The inability to obtain adequate supplies of raw materials for our products at favorable prices could have a material adverse effect on our business, financial condition or results of operations by decreasing profit margins and by hindering timely delivery to customers. In the past, we have been able to offset increases in raw materials by increased sales prices, active materials management, product engineering programs and the diversity of materials used in the production processes. However, we cannot be certain that we will be able to accomplish this in the future. Since we do not control the actual production of these raw materials, there may be delays caused by interruption in the production of raw materials for reasons that are beyond our control. World commodity markets and inflation may also affect raw material prices.

A significant economic downturn could cause a material adverse impact on sales and operating results:

As a supplier of products primarily to water utilities, we may be adversely affected by general economic downturns that affect independent distributors, large city utilities, private water companies and numerous smaller municipal water utilities. These customers may delay capital projects, including non-critical maintenance and upgrades, during economic downturns. While we also serve several industrial markets to avoid a dependency on any one, a significant downturn in these markets could also cause a material adverse impact on sales and operating results.

The terrorist attacks on September 11, 2001 and the resulting war on terrorism caused instability in world markets, which, we believe, temporarily impacted product purchases in the industry. Therefore, any significant downturn in general economic conditions, as well as in our customers’ markets, could result in a reduction in demand for our products and services and could harm the business.

Failure to manufacture quality products could impact the ability to attract and retain customers, which could have a material adverse effect on revenues and profitability:

If we fail to maintain and enforce quality control and testing procedures, our products will not meet the performance standards in the industry. Product quality and performance are a priority for us since our products are used in various industries where precise control of fluids is essential, and we believe we have a very good reputation for product quality. Substandard products would seriously harm our reputation, resulting in both a loss of current customers to competitors and damage to our ability to attract new customers, which could have a material adverse effect on revenues and profitability.

Changes in environmental or regulatory requirements could entail additional expenses that could decrease profitability:

We cannot predict the nature, scope or effect of future environmental or regulatory requirements to which our operations might be subject or the manner in which existing or future laws will be administered or interpreted. Compliance with such laws or regulations may entail additional expenses that could decrease profitability. We are subject to a variety of environmental laws, such as lead content in certain meters incorporating brass housings, and regulatory laws affecting the use and/or licensing of radio frequencies necessary for AMR products, as well as regulations related to customs and trade practices. Currently, the cost of complying with existing laws does not have a material effect on the business or financial position.

Risks related to foreign markets may make it difficult to achieve profitability with these operations:

Since we sell products worldwide, we are subject to risks associated with doing business internationally. These risks include changes in foreign currency exchange rates, changes in a specific country or region’s political or economic conditions, potentially negative consequences from changes in tax laws or regulatory requirements, differing labor regulations, and the difficulty of managing widespread operations. As a result of

the historic losses associated with our French operations, there is a risk that we may be unable to make these operations profitable. We are currently exploring all options with respect to the French operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.


ITEM 2.	PROPERTIES

The principal facilities utilized by the Company at December 31, 2005 are listed below. Except as indicated, the Company owns all of such facilities in fee simple. The Company believes that its facilities are generally well maintained and have sufficient capacity for its current needs.


		Approximate area
Location	Principal use	(square feet)

Milwaukee, Wisconsin	Manufacturing and offices		323,000
Tulsa, Oklahoma	Manufacturing and offices		59,500
Rio Rico, Arizona	Manufacturing and offices		36,000
Nogales, Mexico	Manufacturing and offices		62,300	(1)
Stuttgart, Germany	Assembly and offices		31,800	(2)
Brno, Czech Republic	Manufacturing and offices		24,300
Nancy, France	Assembly and offices		52,500


(1)	Leased facility. Lease term expires January 31, 2008.

(2)	Leased facility. Lease term expires June 30, 2007.

In 2005, the Company purchased land and an existing building with 11,500 square feet in Neuffen, Germany. The Company is in the process of constructing an 8,500 square foot addition to the existing building. It expects to occupy this facility in early 2007 and vacate the above-mentioned leased German facility when the lease expires in June 2007. In addition, the Company purchased land in Nogales, Mexico in 2005 and is in the process of constructing a 40,000 square foot building to replace the Company’s Rio Rico, Arizona facility, and has sufficient land to expand in the future. Occupancy of this facility is expected in the third quarter of 2006. The Rio Rico, Arizona facility will ultimately be placed for sale.


ITEM 3.	LEGAL PROCEEDINGS

There are currently no material legal proceedings pending with respect to the Company. The more significant legal proceedings are discussed below.

The Company is a defendant in numerous multi-party asbestos lawsuits pending in various states. These lawsuits assert claims alleging that certain industrial products were manufactured by the defendants and were the cause of injury and harm. The Company is vigorously defending itself against these alleged claims. Although it is not possible to predict the ultimate outcome of these matters, the Company does not believe the ultimate resolution of these issues will have a material adverse effect on the Company’s financial position or results of operations, either from a cash flow perspective or on the financial statements as a whole.

The Company is subject to contingencies relative to the protection of the environment. Information about the Company’s compliance with environmental regulations is included in Part I, Item 1 of this 2005 Annual Report on Form 10-K under the heading “Environmental Protection.”


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

No matters were submitted to a vote of the Company’s shareholders during the quarter ended December 31, 2005.

Executive Officers of the Company

The following table sets forth certain information regarding the executive officers of the Company.


		Age at
Name	Position	2/28/2006

Richard A. Meeusen	Chairman, President and Chief Executive Officer		51
William R. A. Bergum	Vice President — General Counsel and Secretary		41
Bryan L. Cieslak	Vice President — Operations		40
Ronald H. Dix	Senior Vice President — Administration		61
Horst E. Gras	Vice President — International Operations		50
Richard E. Johnson	Senior Vice President — Finance, Chief Financial Officer and Treasurer		51
Beverly L.P. Smiley	Vice President — Controller		56
Dennis J. Webb	Vice President — Sales, Marketing and Engineering		58
Daniel D. Zandron	Vice President — Business Development		57

There are no family relationships between any of the executive officers. All of the officers are elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. Each officer holds office until his successor has been elected or until his death, resignation or removal. There is no arrangement or understanding between any executive officer and any other person pursuant to which he was elected as an officer.

Mr. Meeusen was elected Chairman, President and Chief Executive Officer in April 2004. Mr. Meeusen served as President and Chief Executive Officer from April 2002 to April 2004, as President from November 2001 to April 2002, and as Executive Vice President — Administration from February 2001 to November 2001.

Mr. Bergum was elected Vice President — General Counsel and Secretary in February 2006, and had served as General Counsel from September 2003 to February 2006. Prior to joining the Company, Mr. Bergum served as Corporate Counsel of Onyx Waste Systems, Inc. from March 2003 to September 2003, and as Vice President and Assistant General Counsel at Fortis Insurance Company prior to March 2003.

Mr. Cieslak was elected Vice President — Operations in August 2005. Prior to joining the Company in August 2005, Mr. Cieslak served as Vice President and General Manager of Trombetta LLC for more than five years.

Mr. Dix was elected Senior Vice President — Administration in February 2006, and had served as Senior Vice President — Administration and Secretary from February 2005 to February 2006. Mr. Dix served as Senior Vice President — Administration/ Human Resources from May 2003 to February 2005 and Secretary from August 2003 to February 2005. Mr. Dix served as Vice President — Administration and Human Resources from November 2001 to May 2003, and as Vice President — Human Resources from February 2001 to November 2001.

Mr. Gras was elected Vice President — International Operations in November 2001. Prior to that date, Mr. Gras served as Vice President — Badger Meter Europe.

Mr. Johnson was elected Senior Vice President — Finance, Chief Financial Officer and Treasurer in May 2003. Mr. Johnson served as Vice President — Finance, Chief Financial Officer and Treasurer from February 2001 to May 2003.

Ms. Smiley has served as Vice President — Controller for more than five years.

Mr. Webb was elected Vice President — Sales, Marketing and Engineering in August 2005. Mr. Webb served as Vice President — Engineering from November 2001 to August 2005, and Vice President — Customer Solutions from April 2000 to November 2001.

Mr. Zandron was elected Vice President — Business Development in November 2001. Prior to that date, Mr. Zandron served as Vice President — Utility.

PART II


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

Information required by this Item is set forth in Note 11 “Unaudited: Quarterly Results of Operations, Common Stock Price and Dividends” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2005 Annual Report on Form 10-K.

Prior to December 1, 2005, the Company had undertaken stock repurchases from time to time to offset dilution created by shares issued for stock options and other corporate purposes, as well as to repurchase shares when market conditions were favorable. For the quarter ended December 31, 2005, the Company repurchased 9,293 shares of Common Stock for $365,700 based on an average price per share of $39.35. The purchase of Common Stock, prior to the discontinuation of this plan on November 30, 2005, was at the Company’s discretion, subject to prevailing financial and market conditions.

The following chart discloses information regarding the shares of the Common Stock repurchased during the quarter ended December 31, 2005, all of which were purchased pursuant to the Board of Directors’ authorizations:


					Total number of		Maximum number
					shares purchased as		of shares that may
					part of publicly		yet be purchased
	Total number of		Average price paid		announced plans or		under the plans or
Period	shares purchased		per share		programs(1)		programs(1)

October 1 to October 31		5,072	$	39.67		5,072		385,730
November 1 to November 30		4,221	$	38.97		4,221		381,509
December 1 to December 31		—	$	—		—		—

Total/ Average		9,293	$	39.35		9,293		—

(1)

On December 4, 2000, the Board of Directors authorized the repurchase by the Company of up to 1,200,000 shares of Badger Meter, Inc. Common Stock over a three-year period. The Company publicly announced the stock repurchase plan in a press release issued on December 4, 2000. At November 14, 2003, the Company had repurchased a total of 641,890 shares. The Board authorized a two-year extension of the repurchase plan, effective December 1, 2003, allowing the Company to repurchase up to the remaining 558,110 shares prior to December 1, 2005. The Company publicly announced the extension of the stock repurchase plan in a press release issued on November 14, 2003. The Company did not extend the repurchase plan beyond November 30, 2005.


ITEM 6.	SELECTED FINANCIAL DATA

BADGER METER, INC.

Ten Year Summary of Selected Consolidated Financial Data


		Years Ended December 31,

		2005			2004			2003			2002			2001			2000			1999			1998			1997			1996

		(Dollars in thousands except per share data)
Operating results
Net sales		$	216,654			205,010			183,989			167,317			138,537			146,389			150,877			143,813			130,771			116,018
Research and development		$	5,343			4,572			6,070			5,658			5,422			6,562			6,012			6,105			4,397			3,851
Earnings before income taxes		$	22,798			17,980			13,351			11,437			5,010			10,727			15,659			13,364			10,205			8,167
Net earnings		$	13,253			9,633			7,577			7,271			3,364			6,941			9,700			8,247			6,522			5,127
Earnings to sales			6.1	%		4.7	%		4.1	%		4.3	%		2.4	%		4.7	%		6.4	%		5.7	%		5.0	%		4.4	%

Per Common share
Basic earnings		$	1.97			1.46			1.17			1.15			0.53			1.05			1.39			1.14			0.92			0.73
Diluted earnings		$	1.89			1.42			1.15			1.10			0.52			1.00			1.30			1.06			0.83			0.70
Cash dividends declared:
	Common Stock	$	0.58			0.55			0.53			0.51			0.50			0.43			0.36			0.30			0.24			0.22
	Class B Common Stock	$	n/a			n/a			n/a			n/a			n/a			n/a			0.16			0.27			0.22			0.20
Price range — high		$	51.25			31.99			19.88			17.00			16.61			18.69			20.05			20.32			28.75			10.41
Price range — low		$	29.70			17.06			12.25			11.04			9.88			11.50			19.69			12.50			9.07			6.19
Closing price		$	39.24			29.96			19.08			16.00			11.22			11.50			15.07			17.82			20.38			9.60
Book value*		$	10.72			9.53			8.38			7.47			6.76			6.75			6.44			6.56			5.81			5.16

Shares Outstanding
Common Stock			6,848			6,722			6,585			6,441			6,360			6,414			6,680			5,076			4,888			4,852
Class B Common Stock			n/a			n/a			n/a			n/a			n/a			n/a			0			2,216			2,252			2,252

Financial position
Working capital*		$	32,978			25,461			25,946			6,825			23,170			6,822			11,150			10,776			13,870			17,645
Current ratio*			1.8 to 1			1.6 to 1			1.7 to 1			1.1 to 1			2.0 to 1			1.2 to 1			1.3 to 1			1.3 to 1			1.5 to 1			2.0 to 1
Net cash provided by
	operations	$	18,361			6,297			15,221			12,234			8,587			13,251			15,652			15,007			5,178			9,878
Capital expenditures		$	9,088			5,582			5,214			5,914			5,007			6,403			9,981			17,926			8,349			5,382
Total assets		$	145,867			142,961			133,851			126,463			101,375			98,023			102,186			96,945			82,297			66,133
Short-term and current portion of long-term debt		$	16,278			22,887			9,188			26,334			8,264			23,017			16,589			14,315			11,245			2,634
Long-term debt		$	15,360			14,819			24,450			13,046			20,498			5,944			11,493			2,600			928			1,091
Shareholders’ equity		$	73,416			64,066			55,171			48,095			43,002			43,319			43,009			47,848			41,467			36,638
Debt as a percent of total debt and equity*			30.1	%		37.0	%		37.9	%		45.0	%		40.1	%		40.1	%		39.5	%		26.1	%		22.7	%		9.2	%
Return on shareholders’ equity*			18.1	%		15.0	%		13.7	%		15.1	%		7.8	%		16.0	%		22.6	%		17.2	%		15.7	%		14.0	%
Price/earnings ratio*			20.8			21.1			16.6			14.5			21.6			11.5			11.6			16.8			24.6			13.7


*	Description of calculations:

Book value equals total shareholders’ equity at year-end divided by the number of common shares outstanding.

Working capital equals total current assets less total current liabilities.

Current ratio equals total current assets divided by total current liabilities.

Debt as a percent of total debt and equity equals total debt (the sum of short-term debt, current portion of long-term debt and long-term debt) divided by the sum of total debt and total shareholders’ equity at year-end.

Return on shareholders’ equity equals net earnings divided by total shareholders’ equity at year-end.

Price/earnings ratio equals the closing stock price for common stock divided by diluted earnings per share.


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

Business Description and Overview

Results of Operations

Net Sales

Badger Meter’s net sales of $216.7 million increased $11.6 million, or 5.7%, for 2005 compared to 2004. The increase was the net result of sales increases in most of the Company’s product lines, offset by declines in its automotive fluid meters and systems product lines as further discussed below.

Residential and commercial water meter customers include independent distributors, large cities, private water companies and numerous smaller municipal water utilities. One group of the Company’s sales representatives focuses on distributors, another on large accounts (public and private), and a third group focuses on the remaining customers. Sales to customers are influenced by the movement toward AMR technologies, the lengthening of the sales cycle and the financial budget conditions of the various water utilities served.

Residential and commercial water meter net sales represented 75.1% of total net sales in 2005 compared with 73.2% in 2004. These sales increased $12.6 million, or 8.4%, in 2005 to $162.7 million from

$150.1 million in 2004. Unit volume increased in meters utilizing AMR technologies as well as local (or manual) read meters. AMR technologies carry a higher price, which also contributed to the increase in net sales. In addition, net sales increased in part due to a significant increase over 2004 levels for the sales volumes of Orion^®, the Company’s proprietary AMR system, which has higher margins than other AMR products.

Industrial sales are affected by economic conditions, domestically and internationally, in each of the markets served by the various product lines. The automotive fluid meters and related systems (sold through the Company’s French subsidiary) were negatively affected by the delay of new products, loss of a major customer and poor economic conditions in that market, which resulted in lower sales in 2005 versus 2004. All other industrial product lines showed sales increases in 2005 over 2004 levels. In total, the industrial products represented 24.9% of total net sales in 2005 compared to 26.8% in 2004. Industrial product sales decreased $0.9 million to $54.0 million in 2005 compared with $54.9 million in 2004, which is the net result of a $3.7 million decrease in automotive fluid meters and systems, offset by a $2.8 million increase in all other industrial product lines.

International sales are comprised primarily of sales of small valves, electromagnetic meters and automotive fluid meters and systems in Europe, sales of water meters and related technologies in Latin America, and sales of valves and other metering products throughout the world. In Europe, sales are made primarily in euros and other currencies. Most other international sales are made in U.S. dollars. The Company is able to partially hedge its euro exposure by holding euro-denominated debt. International sales decreased 7.3% to $31.6 million in 2005 from $34.1 million in 2004 due principally to lower European sales, offset slightly by the strengthening of the U.S. dollar versus the euro.

Residential and commercial water meter net sales represented 73.2% of total net sales in 2004 compared with 72.3% in 2003. These sales increased $17.0 million in 2004 to $150.1 million from $133.1 million in 2003. Unit volume increased in meters utilizing AMR technologies offset by a slight decline in local (or manual) read meters. AMR technologies carry a higher price, which also contributed to the increase in net sales. In addition, net sales increased in part due to a significant increase over 2003 levels for the sales volumes of Orion^®, the Company’s proprietary AMR system introduced in 2002, which has higher margins than other AMR products.

In total, the industrial products represented 26.8% of total net sales in 2004 compared with 27.7% in 2003. Industrial product sales increased $4.0 million to $54.9 million in 2004 compared with $50.8 million in 2003. All of the product lines showed growth over the 2003 levels, partially due to the effects of the strengthening euro.

International sales increased 9.3% to $34.1 million in 2004 from $31.2 million in 2003 due principally to the effects of the strengthening euro. Without the effects from foreign exchange, sales increased 1.9% due to higher sales in Mexico, offset somewhat by lower European sales.

Gross Margins

Gross margins were 34.1%, 32.9% and 32.9% for 2005, 2004 and 2003, respectively. Gross margins increased between 2005 and 2004 due to the higher mix of AMR versus local read meters as well as a higher percentage of Orion^® AMR technology versus other non-proprietary AMR products, offset somewhat by higher metal prices. Gross margins were flat between 2004 and 2003 as a result of a higher mix of AMR sales and better plant capacity utilization, offset by increased obsolete inventory reserves and higher metal and resin commodity prices.

Operating Expenses

Selling, engineering and administration costs increased 5.6% in 2005 over 2004 levels due to higher research and development costs, increased costs associated with higher sales, one-time expenses associated with the Company’s 100th anniversary celebration and normal inflationary pressures, offset somewhat by continuing cost control efforts. Selling, engineering and administration costs increased 1.9% in 2004 over 2003

levels. Overall, inflationary increases were mitigated somewhat by cost savings generated by the consolidation of two of the Company’s domestic facilities and a continuing emphasis on cost control.

Interest Expense

Interest expense was approximately the same in 2005 as in 2004. This was the net impact of lower debt levels offset by increasing interest rates and a new long-term loan replacing short-term debt. Interest expense decreased $130,000 in 2004 compared to 2003 due to higher cost long-term debt being replaced with lower cost short-term debt.

Other Expense (Income), Net

Other expense (income), net in 2005 was income of $0.5 million versus an expense of $0.6 million in 2004. This was due primarily to the strengthening of the U.S. dollar against the euro resulting in exchange gains. Other expense (income), net in 2004 was an expense of $0.6 million versus income of $1.0 million in 2003. The 2004 amount included $0.4 million of foreign exchange loss compared to an exchange gain of $0.8 million in 2003. The 2004 exchange loss was due to the strengthening of the euro against the U.S. dollar and its effects on the Company’s foreign subsidiaries.

Income Taxes

Income taxes as a percentage of earnings before income taxes were 41.9%, 46.4% and 43.2% for 2005, 2004 and 2003, respectively. The decrease between 2005 and 2004 was due to increased domestic earnings which somewhat mitigated the increased valuation reserves for the operating losses of the Company’s French subsidiary (further discussed below), slightly lower state taxes and the estimated effects of the Section 199: Production Activities Deduction as permitted under the American Jobs Creation Act of 2004. The increase in 2004 from 2003 was primarily due to increased federal and state tax rates applied to the increased net earnings, and an increased valuation reserve on the operating losses of the Company’s French subsidiary.

In 2005, 2004 and 2003, the valuation reserves were increased by $1.1 million, $1.2 million and $1.2 million, respectively, due to continued realization uncertainties for foreign net operating loss carryforwards in France. The increases in the reserves were recorded as additional tax expense, which significantly increased the Company’s effective rates over historic averages.

At December 31, 2005, the Company had foreign net operating loss carryforwards at certain European subsidiaries totaling $9.8 million, of which $9.0 million related to the French subsidiary. The carryforwards have unlimited carryforward periods, which can be used to offset future taxable income at these locations.

Net Earnings and Earnings Per Share

As a result of the above-mentioned items, net earnings were $13.3 million, $9.6 million and $7.6 million in 2005, 2004 and 2003, respectively. On a diluted basis, earnings per share were $1.89, $1.42 and $1.15, respectively, for the same periods.

Liquidity and Capital Resources

The main sources of liquidity for the Company are cash from operations and borrowing capacity. Cash provided by operations in 2005 was $18.4 million, an increase of $12.1 million, or 191.6%. The increase was the net result of increased net earnings, reduced inventory levels and the timing of payments of certain current liabilities, offset by increased receivables. Cash provided by operations in 2004 was $6.3 million, a decrease of $8.9 million, or 58.6%, compared to 2003. The decrease was the net result of a $2.0 million payment to the pension plan, increases in receivables and inventory levels, and reduced payables, offset somewhat by increased net earnings.

Receivables increased 13.3% between December 31, 2004 and 2005 due primarily to higher fourth quarter sales, and an increase in the number of days sales outstanding, offset slightly by the effects of a stronger U.S. dollar. Inventories decreased 10.3% due primarily to reduced inventory levels at the Company’s

French subsidiary as well as the effect of the stronger U.S. dollar on these balances. In addition, the inventory levels at December 31, 2004 were higher than desired due to the introduction of new products and longer lead times for electronic components.

Capital expenditures totaled $9.1 million in 2005, $5.6 million in 2004 and $5.2 million in 2003. These amounts vary due to the timing of capital expenditures. Included in capital expenditures for 2005 is approximately $1.0 million related to the purchase of a facility in Germany that will be remodeled for occupation in early 2007 and $3.0 million for land in Mexico for a new plant that is scheduled for completion in 2006. The Company expects to spend approximately $3.6 million on the construction of these new facilities in 2006 in addition to its normal level of capital expenditures. The Company believes capacity exists to increase production levels with minimal additional capital expenditures after the completion of these facilities.

Prepaid pension increased $0.4 million at the end of 2005 compared to the same period in 2004. This was the result of pension expense of $1.6 million and a payment of $2.0 million during 2005. Assumptions for determining pension liability, expected return on assets and annual expense are reviewed and, if appropriate, adjusted annually. The impacts of hypothetical changes in certain assumptions are difficult to determine as economic factors can often impact multiple assumptions and inputs at the same time. The Company believes its current assumptions are reasonable. At December 31, 2005, the market value of the assets in the Company’s pension plan was $46.5 million compared to $45.7 million at December 31, 2004. Included in the Company’s December 31, 2005 prepaid pension balance was $18.9 million of unrecognized net actuarial losses compared to $18.6 million at the end of 2004.

The amount of net goodwill recorded at December 31, 2005 and 2004 was $6.6 million and $7.1 million, respectively. The net decrease of $0.5 million was due to the strengthening of the U.S. dollar versus the euro.

Short-term debt decreased $8.7 million in 2005 as the Company obtained a $10 million five-year term loan to replace short-term debt, offset by normal scheduled payments. The increase in payables between years is primarily the result of the timing of purchases. Accrued compensation and employee benefits increased $0.3 million due to increased incentive costs associated with improved sales and earnings levels. Income and other taxes increased $0.8 million as a result of the timing of tax payments.

Total outstanding long-term debt (both the current and long-term portions) increased $2.6 million as a result of a new $10 million five-year term loan, offset by required payments. None of the Company’s debt carries financial covenants or is collateralized.

Common Stock and capital in excess of par value both increased during 2005 due primarily to stock issued in connection with the exercise of stock options and treasury stock issuances. Employee benefit stock increased in 2005 due to a new restricted stock program approved by shareholders, offset by a $150,000 payment due to shares released as a result of payments made on the Badger Meter Employee Savings and Stock Ownership Plan (“ESSOP”) loan. Treasury stock increased due to shares repurchased during the year.

Badger Meter’s financial condition remains strong. The Company believes that its operating cash flows, available borrowing capacity including $35.4 million of unused credit lines, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and development of new products. The Company continues to take advantage of its local commercial paper market and from time to time will convert short-term debt into long-term debt.

Off-Balance Sheet Arrangements

The Company guarantees the debt of the Badger Meter Officers’ Voting Trust (“BMOVT”), from which the BMOVT obtained loans from a bank on behalf of the officers of the Company in order to purchase shares of the Company’s Common Stock. The officers’ loan amounts are collateralized by the Company’s shares that were purchased with the loans’ proceeds. There have been no loans made to officers by the BMOVT since July 2002. The Company has guaranteed $1.1 million and $1.6 million of the BMOVT’s debt at December 31, 2005 and December 31, 2004, respectively. The current loan matures in April 2006, at which time it is expected to be renewed. The fair market value of this guarantee at December 31, 2005 continues to be insignificant because the collateral value of the shares exceeds the loan amount. It is the Company’s intention

to eliminate the BMOVT by December 31, 2010, because it no longer fulfills its original purpose of providing officers with loans to purchase Common Stock. The Company has no other off-balance sheet arrangements.

Contractual Obligations

The Company guarantees the outstanding debt of the ESSOP that is recorded in long-term debt, offset by a similar amount of unearned compensation that has been recorded as a reduction of shareholders’ equity. The loan amount is collateralized by shares of the Company’s Common Stock. Payments of $150,000 and $220,000 in 2005 and 2004, respectively, reduced the loan to $915,000 at December 31, 2005. The terms of the loan allow variable payments of principal with the final principal and interest payment due on April 30, 2008.

The following table includes the Company’s significant contractual obligations as of December 31, 2005. There are no undisclosed guarantees.


	Payments due by period

			Less than		1-3		4-5
	Total		1 year		years		years

	(In thousands)
Current portion and long-term debt	$	21,876	$	7,431	$	13,493	$	952
Interest on current portion and long-term debt		1,340		609		717		14
Construction of facilities		2,082		1,966		116		—
ESSOP		915		—		915		—
Royalty commitments		300		150		150		—
Minimum product purchases		1,680		1,180		500		—
Operating leases		995		534		456		5
Other distribution rights and research and development commitments		484		367		117		—

Total contractual obligations	$	29,672	$	12,237	$	16,464	$	971

Other than items included in the preceding table, as of December 31, 2005, the Company had no additional material purchase obligations other than those created in the ordinary course of business related to inventory and property, plant and equipment, which generally have terms of less than 90 days. The Company also has long-term obligations related to its pension and postretirement plans which are discussed in detail in Note 7 “Employee Benefit Plans” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2005 Annual Report on Form 10-K. As of the most recent actuarial measurement date, no pension plan contributions are anticipated in 2006 and postretirement medical claims are paid as they are submitted. Postretirement medical claims are anticipated to be $972,000 in 2006 based on actuarial estimates; however, these amounts can vary significantly from year to year because the Company is self-insured.

Critical Accounting Policies and Use of Estimates

The Company’s accounting policies are more fully described in Note 1 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 2005 Annual Report on Form 10-K. As discussed in Note 1, the preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s more significant estimates relate primarily to several judgmental reserves: allowance for doubtful accounts, allowance for obsolete inventories, warranty and after-sale costs reserve, and the health care reserve for claims incurred, but not reported. Each of these judgmental reserves is evaluated quarterly and is reviewed with the Company’s Disclosure Committee and the Audit and Compliance Committee of the Board of Directors. The basis for the reserve amounts is determined by analyzing the minimum and maximum amount of anticipated exposure for each account, and then selecting the most appropriate amount within the range based upon historical experience and various other considerations that are believed to be reasonable under the circum-

stances. This method has been used for all years in the presented financials and has been used consistently throughout each year. Actual results may differ from these estimates under different assumptions or conditions.

The criteria used for calculating each of the reserve amounts varies by type of reserve. For the allowance for doubtful accounts reserve, significant past due balances are reviewed in conjunction with applying historical write-off ratios to the remaining balances. The calculation for the allowance for obsolete inventories reserve is determined by analyzing the relationship between the age and quantity of items on hand versus estimated usage to determine if excess quantities exist. The calculation for warranty and after-sale costs reserve uses criteria that includes known potential problems on past sales as well as historical claims ratios for current sales and current warranty trends. The health care reserve for claims incurred, but not reported is determined by using medical cost trend analyses, reviewing subsequent payments made and estimating unbilled amounts. The changes in the balances of these reserves at December 31, 2005 compared to the prior year were due to normal business conditions and are not deemed to be significant. While the Company continually tries to improve its estimates, no significant changes in the underlying processes are expected in 2006.

Other Matters

The Company believes it is in compliance with the various environmental statutes and regulations to which the Company’s domestic and international operations are subject. Currently, the Company is in the process of resolving issues relative to two landfill sites. Provision has been made for all known settlement costs, which are not material.

Market Risks

In the ordinary course of business, the Company is exposed to various market risks. The Company operates in an environment where competition varies from moderate to intense. The Company believes it currently provides the leading technology in water meters and AMR systems for water utilities. A number of the Company’s competitors in certain markets have greater financial resources. In addition, the market’s level of acceptance of the Company’s newer products may have a significant effect on the Company’s results of operations. As a result of significant research and development activities, the Company enjoys favorable patent positions for several of its products.

The Company’s ability to generate operating income and to increase profitability depends somewhat on the general health of the United States and foreign economies, including housing starts in the United States and overall industrial activity. In addition, changes in governmental laws and regulations, particularly laws dealing with the use of lead or rules affecting the use and/or licensing of radio frequencies necessary for AMR products may impact the results of operations. These factors are largely beyond the Company’s control and depend on the economic condition and regulatory environment of the geographic region of the Company’s operations.

The Company has evaluated its worldwide operations to determine if any risks and uncertainties exist that could severely impact its operations in the near term. The Company does not believe that there are any significant near-term risks. However, the Company does rely on single suppliers for certain castings and components in several of its product lines. Although alternate sources of supply exist for these items, loss of certain suppliers could temporarily disrupt operations in the short term. The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate.

Raw materials used in the manufacture of the Company’s products include metal or alloys (such as bronze, aluminum, stainless steel, cast iron, brass and stellite), plastic resins, glass, microprocessors and other electronic subassemblies and components. The price and availability of raw materials is influenced by economic and industry conditions, including supply and demand factors that are difficult to anticipate and cannot be controlled by the Company. Commodity risk is managed by keeping abreast of economic conditions and locking in purchase prices for quantities that correspond to the Company’s forecasted usage.

The Company’s foreign currency risk relates to the sales of products to foreign customers, specifically European customers, as most other foreign sales are made in U.S. dollars. The Company uses lines of credit with U.S. and European banks to offset currency exposure related to European receivables and other monetary assets. As of December 31, 2005 and 2004, the Company’s foreign currency net monetary assets were substantially offset by comparable debt resulting in no material exposure to the results of operations.

The Company typically does not hold or issue derivative instruments and has a policy specifically prohibiting the use of such instruments for trading purposes.

The Company’s short-term debt on December 31, 2005 was floating rate debt with market values approximating carrying value. Fixed rate debt was principally two U.S. dollar term loans with a 4.81% and a 5.59% interest rate and a euro dollar revolving term loan with a 3.79% interest rate. For the short-term floating rate debt, future annual interest costs will fluctuate based upon short-term interest rates. For the short-term debt on hand on December 31, 2005, the effect of a 1% change in interest rates is approximately $88,000 before income taxes.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

Information required by this Item is set forth in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Market Risks” in this 2005 Annual Report on Form 10-K.


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

BADGER METER, INC.

Management’s Annual Report on

Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

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 risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management believes that, as of December 31, 2005, the Company’s internal control over financial reporting was effective based on those criteria.

The Company’s auditors, Ernst & Young LLP, have issued an attestation report on management’s assessment of the Company’s internal control over financial reporting. That attestation report is set forth immediately following this report.

BADGER METER, INC.

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting

The Board of Directors and Shareholders of Badger Meter, Inc.

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, that Badger Meter, Inc. (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Badger Meter, Inc. 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.

In our opinion, management’s assessment that Badger Meter, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Badger Meter, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Badger Meter, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005 and our report dated February 22, 2006, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

February 22, 2006

BADGER METER, INC.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Badger Meter, Inc.

We have audited the accompanying consolidated balance sheets of Badger Meter, Inc. and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. 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 Badger Meter, Inc. and subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Badger Meter, Inc.’s internal control over financial reporting as of December 31, 2005, 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 22, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

February 22, 2006

BADGER METER, INC.

Consolidated Balance Sheets


				December 31,

				2005			2004

				(Dollars in thousands
				except share and per
				share amounts)
Assets
Current assets:
	Cash			$	4,403		$	2,834
	Receivables				30,450			26,879
	Inventories:
		Finished goods			11,875			14,121
		Work in process			9,048			9,054
		Raw materials			11,047			12,471

			Total inventories		31,970			35,646
	Prepaid expenses				2,309			2,016
	Deferred income taxes				3,432			4,007

			Total current assets		72,564			71,382
Property, plant and equipment, at cost:
	Land and improvements				7,416			3,487
	Buildings and improvements				27,867			28,252
	Machinery and equipment				74,527			75,556

					109,810			107,295
	Less accumulated depreciation				(65,940	)		(65,279	)

		Net property, plant and equipment			43,870			42,016
Intangible assets, at cost less accumulated amortization					1,026			1,160
Prepaid pension					17,726			17,290
Other assets					4,101			4,009
Goodwill					6,580			7,104

Total assets				$	145,867		$	142,961


Liabilities and shareholders’ equity
Current liabilities:
	Short-term debt			$	8,847		$	17,539
	Current portion of long-term debt				7,431			5,348
	Payables				11,484			11,069
	Accrued compensation and employee benefits				6,436			6,166
	Warranty and after-sale costs				3,610			3,817
	Income and other taxes				1,778			982

		Total current liabilities			39,586			44,921
Other long-term liabilities					634			326
Deferred income taxes					6,584			7,437
Accrued non-pension postretirement benefits					3,955			4,490
Other accrued employee benefits					6,332			6,902
Long-term debt					15,360			14,819
Commitments and contingencies (Note 6)
Shareholders’ equity:
	Common Stock, $1 par; authorized 40,000,000 shares; issued 10,055,672 shares in 2005 and 9,872,434 shares in 2004				10,056			9,872
	Capital in excess of par value				23,376			18,313
	Reinvested earnings				74,258			64,928
	Accumulated other comprehensive income				1			2,024
	Less: Employee benefit and restricted stock				(1,357	)		(1,065	)
			Treasury stock, at cost; 3,207,523 shares in 2005 and 3,150,262 shares in 2004		(32,918	)		(30,006	)

		Total shareholders’ equity			73,416			64,066

Total liabilities and shareholders’ equity				$	145,867		$	142,961

See accompanying notes.

BADGER METER, INC.

Consolidated Statements of Operations


		Years ended December 31,

		2005			2004		2003

		(In thousands except per share
		amounts)
Net sales		$	216,654		$	205,010	$	183,989
Cost of sales			142,792			137,532		123,470

Gross margin			73,862			67,478		60,519
Selling, engineering and administration			49,916			47,281		46,419

Operating earnings			23,946			20,197		14,100
Interest expense			1,608			1,607		1,737
Other expense (income), net			(460	)		610		(988	)

Earnings before income taxes			22,798			17,980		13,351
Provision for income taxes			9,545			8,347		5,774

Net earnings		$	13,253		$	9,633	$	7,577

Earnings per share:
	Basic	$	1.97		$	1.46	$	1.17
	Diluted	$	1.89		$	1.42	$	1.15
Shares used in computation of earnings per share:
	Basic		6,745			6,597		6,449
	Impact of stock-based compensation		266			210		149

	Diluted		7,011			6,807		6,598

See accompanying notes.

BADGER METER, INC.

Consolidated Statements of Cash Flows


				Years ended December 31,

				2005			2004			2003

				(Dollars in thousands)
Operating activities:
	Net earnings			$	13,253		$	9,633		$	7,577
	Adjustments to reconcile net earnings to net cash provided by operations:
		Depreciation			6,164			7,070			7,606
		Amortization			195			148			155
		Tax benefit on stock options			1,370			877			585
		Deferred income taxes			(318	)		1,518			821
		Noncurrent employee benefits			3,025			2,182			1,258
		Refund from (contributions to) pension plan			(2,000	)		(2,000	)		702
		Changes in:
			Receivables		(4,335	)		(170	)		(3,103	)
			Inventories		2,691			(5,345	)		(3,606	)
			Prepaid expenses		(343	)		(788	)		95
			Current liabilities other than debt		(1,341	)		(6,828	)		3,131

	Total adjustments				5,108			(3,336	)		7,644

Net cash provided by operations					18,361			6,297			15,221

Investing activities:
	Property, plant and equipment				(9,088	)		(5,582	)		(5,214	)
	Other — net				(271	)		(733	)		(117	)

Net cash used for investing activities					(9,359	)		(6,315	)		(5,331	)

Financing activities:
	Net increase (decrease) in short-term debt				(8,230	)		13,566			(17,387	)
	Issuance of long-term debt				10,000			—			27,970
	Repayments of long-term debt				(7,376	)		(9,679	)		(17,705	)
	Dividends paid				(3,923	)		(3,633	)		(3,425	)
	Proceeds from exercise of stock options				2,434			1,949			1,207
	Treasury stock purchases				(3,323	)		(1,711	)		(1,066	)
	Issuance of treasury stock				1,286			816			607

Net cash provided by (used for) financing activities					(9,132	)		1,308			(9,799	)

Effect of foreign exchange rates on cash					1,699			(545	)		(1,781	)

Increase (decrease) in cash					1,569			745			(1,690	)
Cash — beginning of year					2,834			2,089			3,779

Cash — end of year				$	4,403		$	2,834		$	2,089

Supplemental disclosures of cash flow information:
	Cash paid during the year for:
		Income taxes		$	6,919		$	7,767		$	4,134
		Interest		$	2,269		$	1,629		$	2,071

See accompanying notes.

BADGER METER, INC.

Consolidated Statements of Shareholders’ Equity


			Years ended December 31,

										Other			Employee
										compre-			benefit
					Capital in					hensive			and
			Common		excess of		Reinvested			income			restricted			Treasury
			stock		par value		earnings			(loss)			stock			stock			Total

			(In thousands except per share amounts)
Balance, December 31, 2002			$	9,524	$	13,407	$	54,776		$	(61	)	$	(1,535	)	$	(28,016	)	$	48,095

Comprehensive income:
	Net earnings							7,577												7,577
	Other comprehensive income (loss):
		Minimum employee benefit liability (net of $31 tax effect)									(49	)								(49	)
		Foreign currency translation									1,390									1,390

Comprehensive income																				8,918
Cash dividends of $0.53 per share								(3,425	)											(3,425	)
Stock options exercised				168		1,039														1,207
Tax benefit on stock options and dividends						585														585
ESSOP transactions														250						250
Treasury stock purchases																	(1,066	)		(1,066	)
Issuance of treasury stock						202											405			607

Balance, December 31, 2003				9,692		15,233		58,928			1,280			(1,285	)		(28,677	)		55,171

Comprehensive income:
	Net earnings							9,633												9,633
	Other comprehensive income (loss):
		Minimum employee benefit liability (net of $6 tax effect)									27									27
		Foreign currency translation									717									717

Comprehensive income																				10,377
Cash dividends of $0.55 per share								(3,633	)											(3,633	)
Stock options exercised				180		1,769														1,949
Tax benefit on stock options and dividends						877														877
ESSOP transactions														220						220
Treasury stock purchases																	(1,711	)		(1,711	)
Issuance of treasury stock						434											382			816

Balance, December 31, 2004				9,872		18,313		64,928			2,024			(1,065	)		(30,006	)		64,066

Comprehensive income:
	Net earnings							13,253												13,253
	Other comprehensive income (loss):
		Minimum employee benefit liability (net of $13 tax effect)									1									1
		Foreign currency translation									(2,024	)								(2,024	)

Comprehensive income																				11,230
Cash dividends of $0.58 per share								(3,923	)											(3,923	)
Stock options exercised				168		2,266														2,434
Tax benefit on stock options and dividends						1,370														1,370
ESSOP transactions														150						150
Restricted stock transactions				16		552								(442	)					126
Treasury stock purchases																	(3,323	)		(3,323	)
Issuance of treasury stock						875											411			1,286

Balance, December 31, 2005			$	10,056	$	23,376	$	74,258		$	1		$	(1,357	)	$	(32,918	)	$	73,416

See accompanying notes.

BADGER METER, INC.

Notes to Consolidated Financial Statements

December 31, 2005, 2004 and 2003

Note 1 Summary of Significant Accounting Policies

Profile

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

Receivables

Receivables consist primarily of trade receivables. The Company does not require collateral and evaluates the collectibility of its receivables based on a number of factors. An allowance for doubtful accounts is recorded for significant past due receivable balances based on a review of the past due items, as well as applying a historical write-off ratio to the remaining balances. Changes in the Company’s allowance for doubtful accounts are as follows:


	Balance at		Additions charged		Write-offs			Balance at
	beginning of year		to earnings		less recoveries			end of year

	(In thousands)
2005	$	1,090	$	76	$	(236	)	$	930
2004	$	1,335	$	121	$	(366	)	$	1,090
2003	$	1,016	$	405	$	(86	)	$	1,335

Inventories

Inventories are valued primarily at the lower of cost or market. Cost is determined using the first-in, first-out method. Market is determined based on the net realizable value. The Company estimates and records provisions for obsolete inventories. Changes to the Company’s obsolete inventories reserve are as follows:


			Net additions
	Balance at		charged					Balance at
	beginning of year		to earnings		Disposals			end of year

	(In thousands)
2005	$	1,532	$	689	$	(757	)	$	1,464
2004	$	1,114	$	1,232	$	(814	)	$	1,532
2003	$	1,003	$	528	$	(417	)	$	1,114

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the respective assets, principally by the straight-line method. The estimated useful lives of assets are: for land improvements, 15 years; for buildings and improvements, 10 - 39 years; and for machinery and equipment, 3 - 20 years.

Long-Lived Assets

Property, plant and equipment and identifiable intangible assets are reviewed for impairment, in accordance with Financial Accounting Standards Board (FASB) Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from 5.5 to 10 years. The Company does not have any intangible assets deemed to have indefinite lives. Amortization expense expected to be recognized is $242,000 in 2006, $221,000 in 2007, $167,000 each in 2008 and 2009, and $146,000 in 2010. The carrying value and accumulated amortization by major class of intangible assets are as follows:


	December 31, 2005				December 31, 2004

	Gross carrying		Accumulated		Gross carrying		Accumulated
	amount		amortization		amount		amortization

	(In thousands)
Technologies	$	706	$	400	$	726	$	319
Noncompete covenants		155		138		155		122
Licenses		467		119		350		66
Customer lists		194		40		224		31
Trademarks		283		82		304		61

Total intangibles	$	1,805	$	779	$	1,759	$	599

Goodwill

During 2005 and 2004, the Company tested its goodwill balance for impairment in accordance with FASB Statement No. 142, “Goodwill and Other Intangible Assets,” and no adjustments were recorded to goodwill as a result of those reviews. The amount of goodwill recorded at December 31, 2005 and 2004 was $6.6 million and $7.1 million, respectively. The decrease was due to translation adjustments for goodwill denominated in foreign currencies.

Revenue Recognition

Revenues are generally recognized upon shipment of product, which corresponds with the transfer of title. The costs of shipping are billed to the customer upon shipment and are included in cost of sales. A small portion of the Company’s sales includes shipments of products combined with services, such as meters sold with installation. The product and installation components of these multiple deliverable arrangements are considered separate units of accounting. The value of these separate units of accounting is determined based

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

on their relative fair values determined on a stand-alone basis. Revenue is recognized when the last element is delivered, which generally corresponds with installation.

Warranty and After-Sale Costs

The Company estimates and records provisions for warranties and other after-sale costs in the period in which the sale is recorded. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product, or analysis of water quality issues. Changes in the Company’s warranty and after-sale costs reserve are as follows:


	Balance at		Net additions					Balance at
	beginning of year		charged to earnings		Costs incurred			end of year

	(In thousands)
2005	$	3,817	$	1,735	$	(1,942	)	$	3,610
2004	$	3,767	$	1,373	$	(1,323	)	$	3,817
2003	$	3,597	$	1,942	$	(1,772	)	$	3,767

Research and Development

Research and development costs are charged to expense as incurred and amounted to $5.3 million, $4.6 million and $6.1 million in 2005, 2004 and 2003, respectively.

Other Expense (Income), Net

Included in other expense (income), net are foreign currency gains and losses, which are recognized as incurred. The Company’s functional currency for all of its foreign subsidiaries is the U.S. dollar, with the exception of Badger Meter France (the French parent holding company of MecaPlus Equipements SAS (MPE)), MPE and Badger Meter Czech Republic, whose functional currency is the euro. A foreign currency gain of $478,000 was reported in 2005, primarily related to the strengthening of the U.S. dollar versus the euro, compared to a loss of $409,000 in 2004 and a gain of $781,000 in 2003 relating to the relationship of the U.S. dollar to the euro.

Stock-Based Compensation Plans


	A. Stock Option Plans

The Company has six stock option plans that provide for the issuance of options to key employees and directors of the Company or for which issued options are still outstanding. Refer to Note 5 “Stock Option Plans” for a description of the plans.

As allowed by FASB Statement No. 123 (SFAS 123), “Accounting for Stock-Based Compensation,” and Statement No. 148 (SFAS 148), “Accounting for Stock-Based Compensation — Transition and Disclosure,” the Company has elected to follow Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees,” in accounting for its stock option plans. Under APB 25, the Company does not recognize compensation expense upon the issuance of its stock options because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date. Pro forma information regarding net earnings and earnings per share required by SFAS 123 has been determined as if the Company had accounted for stock options granted since January 1, 1995 under the fair value method

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

of that Statement. The Black-Scholes option pricing model was used to determine the fair value of options with the following weighted-average assumptions for options issued in each year:


	2005			2004			2003

Risk-free interest rate		4.0	%		3.0	%		2.9	%
Dividend yield		1.4	%		3.0	%		3.6	%
Volatility factor		30	%		29	%		30	%
Weighted-average expected life (in years)		6.1			6.1			6.1

The weighted-average fair values of options granted in 2005, 2004 and 2003 were $12.07, $4.27 and $3.02 per share, respectively. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation. For awards granted before December 31, 2005, the Company’s policy is to recognize compensation cost over the explicit service period (up to the date of actual retirement) for stock-based awards subject to acceleration of vesting or continued vesting upon retirement. This policy will change upon the adoption of FASB Statement No. 123(R) (SFAS 123(R)), “Share-Based Payment,” on January 1, 2006 as the Company is required to apply the nonsubstantive vesting provisions of SFAS 123(R) for any awards granted subsequent to adoption. Refer to “Accounting Pronouncements” below for additional information on the effect of SFAS 123(R) on the Company. The following pro forma calculations only include the effects of options granted since January 1, 1995. As such, the impacts are not necessarily indicative of the effects on net earnings of future years.


		2005			2004			2003

		(In thousands except per share
		data)
Net earnings, as reported		$	13,253		$	9,633		$	7,577
Deduct: Incremental stock-based compensation determined under fair value based method for all awards since January 1, 1995, net of related tax effects			(294	)		(326	)		(354	)

Pro forma net earnings		$	12,959		$	9,307		$	7,223

Earnings per share:
	Basic, as reported	$	1.97		$	1.46		$	1.17
	Basic, pro forma	$	1.92		$	1.41		$	1.12
	Diluted, as reported	$	1.89		$	1.42		$	1.15
	Diluted, pro forma	$	1.84		$	1.36		$	1.10


	B. Restricted Stock Plan

On April 29, 2005, a restricted stock plan was approved that provided for the issuance of non-vested Common Stock to certain eligible employees. The plan authorizes the issuance of shares up to an aggregate of 50,000 shares of Common Stock, of which a net of 15,500 were issued in the second quarter of 2005 with a fair value of $36.65 per share. The fair value of the non-vested shares was determined based on the market price of the Company’s shares on the date of grant. This stock award has a three-year cliff vesting period contingent on employment. Compensation expense related to this grant was $126,000 for the year ended December 31, 2005.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

Comprehensive Income

Comprehensive income is comprised of net income and other comprehensive income, which includes foreign currency translation adjustments and minimum employee benefit liability adjustments. Total comprehensive income was $11.2 million and $10.4 million for 2005 and 2004, respectively. Components of accumulated other comprehensive income at December 31, are as follows:


	2005			2004

	(In thousands)
Cumulative foreign currency translation adjustment	$	475		$	2,499
Minimum employee benefit liability adjustment		(474	)		(475	)

Accumulated other comprehensive income	$	1		$	2,024

The $2,024,000 decrease in foreign currency translation adjustments was due primarily to the strengthening of the U.S. dollar versus the euro.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.

Reclassifications

Certain reclassifications have been made to the 2004 and 2003 consolidated financial statements and Notes to Consolidated Financial Statements to conform to the 2005 presentation.

Accounting Pronouncements

In December 2004, the FASB issued SFAS 123(R), which changed the accounting rules relating to equity compensation programs. On April 15, 2005, the Securities and Exchange Commission provided a phased-in implementation process for SFAS 123(R), which will be effective for the Company on January 1, 2006. Upon adoption, the Company will recognize expense in the financial statements at the time that an employee receives share-based awards, which includes stock options. As allowed by SFAS 123 and SFAS 148, the Company has elected to follow APB 25 in accounting for its stock option plans until the effective date of SFAS 123(R).

Under APB 25’s intrinsic value method, no compensation cost for employee stock options is recognized. Accordingly, the adoption of SFAS 123(R)’s fair value method will have an impact on the Company’s results of operations, although it will not have a material impact on the overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, it is believed that had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net earnings and earnings per share in the discussion of “Stock Option Plans” above. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under the current literature. This requirement will reduce net cash provided by operations and increase net financing cash flows in periods after adoption. While the Company cannot estimate what these amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

recognized in prior periods for such tax deductions were $1.4 million, $0.9 million, and $0.6 million in 2005, 2004 and 2003, respectively.

Note 2 Common Stock

Prior to December 1, 2005, the Board of Directors had authorized the repurchase of up to 1,200,000 shares of Common Stock. The purchase of Common Stock, prior to the discontinuation of this plan on November 30, 2005, was at the Company’s discretion, subject to prevailing financial and market conditions.

The Company has Common Stock, and also a Common Shares Rights Agreement, which grants certain rights to existing holders of Common Stock. Subject to certain conditions, the rights are redeemable by the Company and are exchangeable for shares of Common Stock. The rights have no voting power and expire on May 26, 2008.

Common Stock shares that could potentially dilute basic earnings per share in the future totaled 4,000 and 199,000 in 2005 and 2003, respectively. Such amounts represent stock options whose exercise price was greater than the average stock price for the respective periods.

Note 3 Affiliated Company

In 2003, the Company sold its 15% interest in a Mexican company, Medidores Azteca, SA (Azteca) for the original cost of $75,000. During 2003, the Company sold $512,000 of product to Azteca.

Note 4 Short-term Debt and Credit Lines

Short-term debt at December 31, 2005 and 2004 consisted of:


	2005		2004

	(In thousands)
Notes payable to banks	$	4,602	$	2,649
Commercial paper		4,245		14,890

Total short-term debt	$	8,847	$	17,539

The Company has $39.7 million of short-term credit lines with domestic and foreign banks, which includes a $25.0 million line of credit that can also support the issuance of commercial paper. At December 31, 2005, $8.8 million was outstanding under these lines with a weighted-average interest rate on the outstanding balance of 4.23% and 2.79% at December 31, 2005 and 2004, respectively.

Note 5 Stock Option Plans

As discussed in Note 1 “Summary of Significant Accounting Policies” under the heading “Stock Option Plans,” the Company has six stock option plans which provide for the issuance of options to key employees and directors of the Company or for which issued options are still outstanding. Each plan authorizes the issuance of options to purchase up to an aggregate of 400,000 shares of Common Stock, with vesting periods of up to ten years and maximum option terms of ten years. As of December 31, 2005, options to purchase 287,268 shares are available for grant.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The following table summarizes the transactions of the Company’s stock option plans for the three-year period ended December 31, 2005:


					Weighted-average
		Number of shares			exercise price

Options outstanding — December 31, 2002			982,508		$	12.12
Options granted			204,400		$	14.26
Options exercised			(167,832	)	$	6.94
Options forfeited			(51,454	)	$	14.91

Options outstanding — December 31, 2003			967,622		$	13.32
Options granted			25,400		$	18.28
Options exercised			(179,806	)	$	10.84
Options forfeited			(4,720	)	$	16.23

Options outstanding — December 31, 2004			808,496		$	14.01
Options granted			22,600		$	38.35
Options exercised			(167,738	)	$	14.50
Options forfeited			(18,480	)	$	15.77

Options outstanding — December 31, 2005			644,878		$	14.69

Price range $7.40 – $11.50 (weighted-average contractual life of 3.7 years)			220,478		$	11.11
Price range $12.07 – $14.25 (weighted-average contractual life of 6.4 years)			260,040		$	14.09
Price range $15.00 – $46.23 (weighted-average contractual life of 5.6 years)			164,360		$	20.43

Exercisable options —
	December 31, 2003		446,194		$	13.03
	December 31, 2004		454,439		$	14.35
	December 31, 2005		375,162		$	14.10

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

Note 6 Commitments and Contingencies


	A. Commitments

The Company leases equipment and facilities under non-cancelable operating leases, some of which contain renewal options. Total future minimum lease payments consisted of the following at December 31, 2005:


	Total leases

	(In thousands)
2006	$	534
2007		388
2008		52
2009		16
2010 and thereafter		5

Total lease obligations	$	995

Total rental expense charged to operations under all operating leases was $1.5 million, $1.4 million and $1.7 million in 2005, 2004 and 2003, respectively.

The Company makes commitments in the normal course of business. At December 31, 2005, the Company had various contractual obligations, including facility construction contracts, royalty commitments, minimum product purchases, other distribution rights, and research and development commitments, that totaled $5.5 million, of which $4.2 million is due in 2006 and the remainder due from 2007 through 2010.


	B. Contingencies

In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company. The more significant legal proceedings are discussed below.

The Company is subject to contingencies relative to environmental laws and regulations. Currently, the Company is in the process of resolving issues relative to two landfill sites. Provision has been made for all known settlement costs, which are not material.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate.


Note 7	Employee Benefit Plans


A.	Pension Plans

The Company maintains a non-contributory defined benefit pension plan for certain employees. The following table sets forth the components of net periodic pension cost for the years ended December 31, 2005, 2004 and 2003 based on a September 30 measurement date:


	2005			2004			2003

	(In thousands)
Service cost — benefits earned during the year	$	1,827		$	1,626		$	1,577
Interest cost on projected benefit obligations		2,501			2,510			2,630
Expected return on plan assets		(3,640	)		(3,709	)		(3,963	)
Amortization of prior service cost		(115	)		(136	)		(136	)
Amortization of net loss		990			656			408

Net periodic pension cost	$	1,563		$	947		$	516

Actuarial assumptions used in the determination of the net periodic pension cost were:


	2005			2004			2003

Discount rate		5.25	%		6.5	%		7.0	%
Expected long-term return on plan assets		8.5	%		8.5	%		8.5	%
Rate of compensation increase		5.0	%		5.0	%		5.0	%

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The following table provides a reconciliation of benefit obligations, plan assets and funded status based on a September 30 measurement date:


		2005			2004

		(In thousands)
Change in benefit obligation:
	Benefit obligation at beginning of plan year	$	43,089		$	40,568
	Service cost		1,827			1,626
	Interest cost		2,501			2,510
	Plan amendments		841			—
	Actuarial loss		2,607			2,499
	Benefits paid		(3,588	)		(4,114	)

Projected benefit obligation at September 30		$	47,277		$	43,089

Change in plan assets:
	Fair value of plan assets at beginning of plan year	$	42,859		$	40,996
	Actual return on plan assets		4,956			3,977
	Company contribution		2,000			2,000
	Benefits paid		(3,588	)		(4,114	)

Fair value of plan assets at September 30		$	46,227		$	42,859

Reconciliation:
	Funded status at September 30	$	(1,050	)	$	(230	)
	Unrecognized prior service cost		(128	)		(1,084	)
	Unrecognized net actuarial loss		18,904			18,604

Prepaid pension asset at September 30 and December 31		$	17,726		$	17,290

Actuarial assumptions used in the determination of the benefit obligation of the above data were:


	2005			2004

Discount rate		5.25	%		6.0	%
Rate of compensation increase		5.0	%		5.0	%

The fair value of the pension plan assets was $46.5 million at December 31, 2005 and $45.7 million at December 31, 2004. The variation in the fair value of the assets between September and December of each year is primarily from the change in the market value of the underlying investments. Estimated future benefit payments expected to be paid in each of the next five years beginning with 2006 are $3.9 million, $3.8 million, $3.9 million, $4.4 million and $3.8 million with an aggregate of $20.9 million for the five years thereafter. The Company does not expect to contribute funds to its pension plan in 2006.

The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of short- and long-term plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across various stocks, as well as growth, value,

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies. The Company’s pension plan weighted-average asset allocations by asset category at December 31 are as follows:


	2005			2004

Stocks		63	%		60	%
Fixed income funds		32			32
Cash and cash equivalents		5			8

Total		100	%		100	%

The pension plan has a separately determined accumulated benefit obligation that is the actuarial present value of benefits based on service rendered and current and past compensation levels. This differs from the projected benefit obligation in that it includes no assumption about future compensation levels. The accumulated benefit obligation was $46.2 million and $42.4 million at September 30, 2005 and 2004, respectively.

The Company also maintains supplemental non-qualified unfunded pension plans for certain officers and other key employees. In both 2005 and 2004, the Company recorded an additional minimum liability to recognize the difference between amounts originally recorded and the accumulated benefit obligation as of the September 30 measurement date. An adjustment was recorded in other comprehensive income (loss), net of the tax effect, for $1,000 and $27,000 in 2005 and 2004, respectively. Pension expense for these plans was $412,000, $391,000 and $429,000 for years ended 2005, 2004 and 2003, respectively, and the amount accrued was $2.1 million and $2.4 million as of the end of 2005 and 2004.


B.	Other Postretirement Benefits

The Company has certain postretirement plans that provide medical benefits for certain retirees and eligible dependents. The following table sets forth the components of net periodic postretirement benefit cost for the years ended December 31, 2005, 2004 and 2003:


	2005			2004			2003

	(In thousands)
Service cost, benefits attributed for service of active employees for the period	$	183		$	167		$	104
Interest cost on the accumulated postretirement benefit obligation		437			474			501
Amortization of prior service credit		(173	)		(173	)		(173	)
Recognized net actuarial loss		181			155			119

Net periodic postretirement benefit cost	$	628		$	623		$	551

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The discount rate used to measure the net periodic postretirement benefit cost was 6.0% for 2005, 6.5% for 2004 and 7.0% for 2003. It is the Company’s policy to fund health care benefits on a cash basis. Because the plans are unfunded, there are no plan assets. The following table provides a reconciliation of the benefit obligation at the Company’s December 31 measurement date.


		2005			2004

		(In thousands)
Change in benefit obligation:
	Benefit obligation at beginning of year	$	7,037		$	7,453
	Service cost		183			167
	Interest cost		437			474
	Amendments		1,505			—
	Actuarial loss		1,745			144
	Plan participants contributions		347			248
	Benefits paid		(1,510	)		(1,449	)

Projected benefit obligation and unfunded status at December 31			9,744			7,037
	Unrecognized prior service credit		(1,495	)		182
	Unrecognized net actuarial loss		(4,294	)		(2,729	)

Accrued non-pension postretirement benefit liability		$	3,955		$	4,490

The discount rate used to measure the accumulated postretirement benefit obligation was 5.25% for 2005 and 6.0% for 2004. Because the plan requires the Company to establish fixed Company contribution amounts for retiree health care benefits, future health care cost trends do not generally impact the Company’s accruals or provisions.

Estimated future benefit payments of postretirement benefits, assuming more cost sharing, expected to be paid in each of the next five years beginning with 2006 are $1.0 million, $1.0 million, $0.9 million, $0.9 million and $0.8 million with an aggregate of $3.6 million for the five years thereafter. These amounts can vary significantly from year to year because the cost sharing estimates can vary from actual expenses as the Company is self-insured.


C.	Badger Meter Employee Savings and Stock Ownership Plan

The Badger Meter Employee Savings and Stock Ownership Plan (the “ESSOP”) has used proceeds from loans, guaranteed by the Company, to purchase Common Stock of the Company from shares held in treasury. The Company is obligated to contribute sufficient cash to the ESSOP to enable it to repay the loan principal and interest. The principal amount of the loan was $915,000 as of December 31, 2005 and $1,065,000 as of December 31, 2004. This principal amount has been recorded as long-term debt and a like amount of unearned compensation has been recorded as a reduction of shareholders’ equity in the accompanying Consolidated Balance Sheets.

The Company made principal payments of $150,000, $220,000 and $250,000 in 2005, 2004 and 2003, respectively. The associated commitments released shares of Common Stock (14,588 in 2005 for the 2004 obligation, 21,396 in 2004 for the 2003 obligation, and 24,314 in 2003 for the 2002 obligation) for allocation to participants in the ESSOP. The ESSOP held unreleased shares of 88,990, 103,578 and 124,974 as of December 31, 2005, 2004 and 2003, respectively, with a fair value of $3.5 million, $3.1 million and $2.4 million as of December 31, 2005, 2004 and 2003, respectively. Unreleased shares are not considered outstanding for purposes of computing earnings per share.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The ESSOP includes a voluntary 401(k) savings plan that allows certain employees to defer up to 20% of their income on a pretax basis subject to limits on maximum amounts. The Company matches 25% of each employee’s contribution, with the match percentage applying to a maximum of 7% of the employee’s salary. The match is paid using Company stock released through the ESSOP loan payments. For ESSOP shares purchased prior to 1993, compensation expense is recognized based on the original purchase price of the shares released and dividends on unreleased shares are charged to retained earnings. For shares purchased after 1992, expense is based on the market value of the shares on the date released and dividends on unreleased shares are accounted for as additional interest expense. At December 31, 2005, the Company intends to contribute $120,000 to the ESSOP in 2006 to be used to pay down the existing loan. This commitment releases shares to satisfy the 401(k) match for 2005. Compensation expense of $221,000, $225,000 and $231,000 was recognized for the match for 2005, 2004 and 2003, respectively.

Note 8 Income Taxes

Details of earnings before income taxes and the related provision for income taxes are as follows:


			2005			2004			2003

			(In thousands)
Earnings (loss) before income taxes:
	Domestic		$	24,263		$	20,174		$	16,058
	Foreign			(1,465	)		(2,194	)		(2,707	)

Total			$	22,798		$	17,980		$	13,351

Provision for income taxes:
	Current:
		Federal	$	8,100		$	5,187		$	4,855
		State		1,397			1,418			622
		Foreign		326			259			(26	)
	Deferred:
		Federal		(199	)		1,258			118
		State		(194	)		245			80
		Foreign		115			(20	)		125

Total			$	9,545		$	8,347		$	5,774

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

The provision for income tax differs from the amount that would be provided by applying the statutory U.S. corporate income tax rate in each year due to the following items:


	2005			2004		2003

	(In thousands)
Provision at statutory rate	$	7,979		$	6,293	$	4,539
State income taxes, net of federal tax benefit		782			1,081		463
Foreign income taxes		29			116		404
Valuation allowance		970			821		615
Other		(215	)		36		(247	)

Actual provision	$	9,545		$	8,347	$	5,774

The components of the net deferred taxes as of December 31 were as follows (in thousands):


		2005			2004

Deferred tax assets:
Receivables		$	277		$	351
Inventories			705			903
Accrued compensation			773			829
Payables			1,285			1,282
Non-pension postretirement benefits			1,526			1,776
Accrued employee benefits			2,201			2,337
Net operating loss and tax credit carryforwards			3,324			3,233
Other			137			—
Valuation reserve			(3,512	)		(2,392	)

	Total deferred tax assets		6,716			8,319

Deferred tax liabilities:
Depreciation			3,057			4,397
Prepaid pension			6,811			6,806
Other			—			546

	Total deferred tax liabilities		9,868			11,749

Net deferred tax liabilities		$	(3,152	)	$	(3,430	)

The valuation reserve relates primarily to net operating loss carryforwards in certain foreign entities where there is uncertainty regarding the realization of the deferred tax benefit through future earnings. At December 31, 2005, the Company had foreign net operating loss carryforwards at certain European subsidiaries totaling $9.8 million, of which $9.0 million relates to the subsidiary in France. The carryforwards have unlimited carryforward periods, which can be used to offset future taxable income from these subsidiaries.

No provision for federal income taxes was made on the earnings of foreign subsidiaries that are considered permanently invested or that would be offset by foreign tax credits upon distribution. Such undistributed earnings at December 31, 2005 were $2.2 million.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

Note 9 Long Term Debt and Fair Value of Financial Instruments

Long-term debt consists of the following:


	2005			2004

	(In thousands)
ESSOP debt (Note 7C)	$	915		$	1,065
Capital lease		—			17
Term loans		21,876			19,085

Total debt		22,791			20,167
Less: current maturities		(7,431	)		(5,348	)

Long-term debt	$	15,360		$	14,819

Interest on the ESSOP debt may be charged at either prime rate or at LIBOR plus 1.5%. As of December 31, 2005, the LIBOR-based loan had an interest rate of 5.66%. The terms of the loan allow variable payments of principal with the final principal and interest payment due April 30, 2008. The interest expense on the ESSOP debt was $21,000, $23,000 and $27,000, which was net of dividends on unallocated ESSOP shares of $30,000, $34,000 and $39,000 for 2005, 2004 and 2003, respectively.

The Company has a three-year term loan with an original amount of $16 million that bears interest at 4.81% with a remaining annual principal payment of $5.6 million in 2006. In addition, the Company secured a 10 million euro-based (U.S. dollar equivalent of $11.8 million at December 31, 2005) revolving loan facility that bears interest at 3.79% and expires in April 2007. Borrowings under this revolving loan facility were $7.6 million and $8.2 million at December 31, 2005 and 2004, respectively.

In May 2005, the Company obtained an additional long-term, unsecured loan to replace existing short-term debt. The Company secured a $10 million, five-year term loan that bears interest at 5.59% with remaining annual principal payments for the subsequent five years of $1.8 million, $1.9 million, $2.1 million, $2.2 million and $1.0 million.

Cash, receivables and payables are reflected in the financial statements at fair value. Short-term debt is comprised of notes payable drawn against the Company’s lines of credit and commercial paper. Because of the short-term nature of these instruments, the carrying value approximates the fair value. The three-year term loan with $5.6 million outstanding has a carrying value that approximates fair value at December 31, 2005 based on quoted market rates. The five-year term loan with $9.0 million outstanding has an estimated fair value of $8.9 million at December 31, 2005 based on quoted market rates. The $7.3 million outstanding under the euro-based revolving loan facility was renewed at December 31, 2005 at current interest rates and therefore carrying value approximates fair market value.

The Company guarantees the debt of the Badger Meter Officers’ Voting Trust (BMOVT), from which the BMOVT obtained loans from a bank on behalf of the officers of the Company in order to purchase shares of the Company’s Common Stock. The officers’ loan amounts are collateralized by the Company’s shares that were purchased with the loans’ proceeds. There have been no loans made to officers by the BMOVT since July 2002. The Company has guaranteed $1.1 million and $1.6 million of the BMOVT’s debt at December 31, 2005 and December 31, 2004, respectively. The current loan matures in April 2006, at which time it is expected to be renewed. The fair market value of this guarantee at December 31, 2005 continues to be insignificant because the collateral value of the shares exceeds the loan amount. It is the Company’s intention to eliminate the BMOVT by December 31, 2010, because it no longer fulfills its original purpose of providing officers with loans to purchase Common Stock.

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003

Note 10 Industry Segment and Geographic Areas

The Company is a marketer and manufacturer of flow measurement and control instruments, which comprise one reportable segment. The Company manages and evaluates its operations as one segment primarily due to similarities in the nature of the products, production processes, customers and methods of distribution.

Information regarding revenues by geographic area is as follows:


			2005		2004		2003

			(In thousands)
Revenues:
	United States		$	185,015	$	170,878	$	152,818
	Foreign:
		Europe	$	19,796	$	25,408	$	23,564
		Mexico	$	4,220	$	4,228	$	3,262
		Other	$	7,623	$	4,496	$	4,345

Information regarding assets by geographic area is as follows:


			2005		2004

			(In thousands)
Long-lived assets (all non-current assets):
	United States		$	56,616	$	54,595
	Foreign:
		Europe	$	13,611	$	14,638
		Mexico	$	3,076	$	2,346
Total assets:
	United States		$	110,007	$	103,991
	Foreign:
		Europe	$	31,139	$	35,350
		Mexico	$	4,721	$	3,620

BADGER METER, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2005, 2004 and 2003


Note 11	Unaudited: Quarterly Results of Operations, Common Stock Price and Dividends


		Quarter ended

		March 31		June 30		September 30		December 31

		(In thousands except per share data)
2005
Net sales		$	54,432	$	57,432	$	54,194	$	50,596
Gross margin		$	18,962	$	20,099	$	18,567	$	16,234
Net earnings		$	3,556	$	4,159	$	3,811	$	1,727
Earnings per share:
	Basic	$	0.53	$	0.62	$	0.56	$	0.25
	Diluted	$	0.51	$	0.59	$	0.54	$	0.24
Dividends declared		$	0.14	$	0.14	$	0.15	$	0.15
Stock price:
	High	$	32.25	$	41.95	$	51.25	$	44.91
	Low	$	29.70	$	33.65	$	43.50	$	41.49
	Quarter-end close	$	26.50	$	41.30	$	39.34	$	39.24
2004
Net sales		$	49,602	$	53,550	$	53,340	$	48,518
Gross margin		$	16,626	$	16,981	$	17,903	$	15,968
Net earnings		$	2,450	$	2,977	$	3,389	$	817
Earnings per share:
	Basic	$	0.37	$	0.46	$	0.51	$	0.12
	Diluted	$	0.36	$	0.44	$	0.50	$	0.12
Dividends declared		$	0.13	$	0.14	$	0.14	$	0.14
Stock price:
	High	$	19.25	$	23.25	$	22.85	$	31.99
	Low	$	17.06	$	18.63	$	22.38	$	22.63
	Quarter-end close	$	18.63	$	22.13	$	22.83	$	29.96

Certain adjustments relating to the Company’s French subsidiary, primarily related to inventory valuation and asset valuation reserves, were recorded in the fourth quarter of 2005. These adjustments resulted in lower fourth quarter diluted net earnings per share of approximately $0.10 and were deemed to be immaterial with respect to the impact on prior quarters.

The Company’s Common Stock is listed on the American Stock Exchange under the symbol BMI. Earnings per share is computed independently for each quarter. As such, the annual per share amount may not equal the sum of the quarterly amounts due to rounding. The Company currently anticipates continuing to pay cash dividends. Shareholders of record as of December 31, 2005 and 2004 totaled 590 and 560, respectively, for Common Stock. Voting trusts are counted as single shareholders for this purpose.


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

None.


ITEM 9A.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management evaluated, with the participation of the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President — Finance, Chief Financial Officer and Treasurer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the year ended December 31, 2005. Based upon their evaluation of these disclosure controls and procedures, the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President — Finance, Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective as of the end of the year ended December 31, 2005 to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Annual Report on Form 10-K was being prepared.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The report of management required under this Item 9A. is contained in Item 8 of this 2005 Annual Report on Form 10-K under the heading “Management’s Annual Report on Internal Control over Financial Reporting.”

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The attestation report required under this Item 9A. is contained in Item 8 of this 2005 Annual Report of Form 10-K under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.”


ITEM 9B.	OTHER INFORMATION

None.

PART III


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this Item with respect to directors is included under the headings “Nomination and Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2006, and is incorporated herein by reference.

Information concerning the executive officers of the Company is included in Part I of this Form 10-K.

The Company has adopted the Badger Meter, Inc. Code of Conduct for Financial Executives that applies to the Company’s Chairman, President and Chief Executive Officer, the Company’s Senior Vice President — Finance, Chief Financial Officer and Treasurer and other persons performing similar functions. A copy of the Badger Meter, Inc. Code of Conduct for Financial Executives is posted on the Company’s website at www.badgermeter.com. The Badger Meter, Inc. Code of Conduct for Financial Executives is also available in print to any shareholder who requests it in writing from the Secretary of the Company. The Company satisfies the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Badger Meter, Inc. Code of Conduct for Financial Executives by posting such information on the Company’s website at www.badgermeter.com.

The Company is not including the information contained on its website as part of, or incorporating it by reference into, this annual Report on Form 10-K.


ITEM 11.	EXECUTIVE COMPENSATION

Information required by this Item is included under the headings “Nomination and Election of Directors — Director Compensation” and “Executive Compensation” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2006, and is incorporated herein by reference; provided, however, that the subsection entitled “Corporate Governance Committee Report on Executive Compensation” shall not be deemed to be incorporated herein by reference.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item is included under the heading “Stock Ownership of Management and Others” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2006, and is incorporated herein by reference.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item is included under the headings “Corporate Governance Committee Interlocks and Insider Participation” and “Certain Transactions” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2006, and is incorporated herein by reference.


ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item is included under the heading “Principal Accounting Firm Fees” in the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2006, and is incorporated herein by reference.

PART IV


ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


	Documents filed as part of this Annual Report on Form 10-K:


	1.	Financial Statements. See the financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this 2005 Annual Report on Form 10-K, under the headings “Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “Consolidated Statements of Cash Flows” and “Consolidated Statements of Shareholders’ Equity.”

	2.	Financial Statement Schedules. Financial statement schedules are omitted because the information required in these schedules is included in the Notes to Consolidated Financial Statements.

	3.	Exhibits. See the Exhibit Index included in this Form 10-K that is incorporated herein by reference.

SIGNATURE

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


	BADGER METER, INC.

Dated: March 6, 2006


	By	/s/ Richard A. Meeusen _______________________________________ Richard A. Meeusen Chairman, President and Chief Executive Officer

		/s/ Richard E. Johnson _______________________________________ Richard E. Johnson Senior Vice President — Finance, Chief Financial Officer and Treasurer

		/s/ Beverly L.P. Smiley _______________________________________ Beverly L.P. Smiley Vice President — Controller

SIGNATURE

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 dates indicated:


/s/ Richard A. Meeusen Richard A. Meeusen Chairman, President and Chief Executive Officer and Director March 6, 2006		/s/ Ulice Payne, Jr. Ulice Payne, Jr. Director March 6, 2006

/s/ Ronald H. Dix Ronald H. Dix Director March 6, 2006		/s/ Andrew J. Policano Andrew J. Policano Director March 6, 2006

/s/ Thomas J. Fischer Thomas J. Fischer Director March 6, 2006		/s/ Steven J. Smith Steven J. Smith Director March 6, 2006

/s/ Kenneth P. Manning Kenneth P. Manning Director March 6, 2006		/s/ John J. Stollenwerk John J. Stollenwerk Director March 6, 2006

EXHIBIT INDEX


EXHIBIT NO.		EXHIBIT DESCRIPTION

(3.0)		Restated Articles of Incorporation effective September 30, 1999.
		[Incorporated by reference from Exhibit (3.0) (i) to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 1999].

(3.1)		Restated By-Laws as amended February 14, 2003.
		[Incorporated by reference from Exhibit (3.1) to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2002].

(4.0)		Loan Agreement dated May 1, 2005 between the Registrant and the M&I Marshall & Ilsley Bank relating to the Registrant’s revolving credit loan.

(4.1)		Loan Agreement between Bank One, N.A. and the Badger Meter Employee Savings and Stock Ownership Plan and Trust, dated June 20, 2003.
		[Incorporated by reference from Exhibit (4) to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2003].

(4.2)		Rights Agreement, dated May 26, 1998, between the Registrant and Firstar Trust Company.
		[Incorporated by reference to Exhibit (4.1) to the Registrant’s Registration Statement on Form 8-A (Commission File No. 1-6706)].

(4.3)		Agreement of Substitution and Amendment of Common Shares Rights Agreement, dated August 16, 2002, between the Registrant and American Stock Transfer and Trust Company.
		[Incorporated by reference to Exhibit (4.2) to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-102057)].

(4.4)		Loan Agreement dated December 29, 2003 between the Registrant and the M&I Marshall & Ilsley Bank relating to the Registrant’s business note.
		[Incorporated by reference from Exhibit (4.4) to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2003].

(4.5)		Loan Agreement dated December 29, 2003 between the Registrant and the M&I Marshall & Ilsley Bank relating to the Registrant’s euro note.
		[Incorporated by reference from Exhibit (4.5) to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2003].

(4.6)		Note Modification Agreement and Amendment to Loan Agreement dated June 20, 2003 between Bank One, N.A. and the Badger Meter Employee Savings and Stock Ownership Plan and Trust, dated June 17, 2004.
		[Incorporated by reference from Exhibit (4.6) to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2004].

(4.7)		Note Modification Agreement and Amendment to Loan Agreement dated June 20, 2003 between JPMorgan Chase Bank, N.A. and the Badger Meter Employee Savings and Stock Ownership Plan and Trust, dated April 18, 2005.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2005].

(4.8)		Loan Agreement dated May 20, 2005 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter, Inc.’s business note.
		[Incorporated by reference from Exhibit (4.2) to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2005].

EXHIBIT INDEX (CONTINUED)


EXHIBIT NO.		EXHIBIT DESCRIPTION

(9.1)		Badger Meter Officers’ Voting Trust Agreement dated December 18, 1991.
		[Incorporated by reference from Exhibit (9.1) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991].

(10.1)*		Badger Meter, Inc. 1989 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 33-27650)].

(10.2)*		Badger Meter, Inc. 1993 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.3) to the Registrant’s Form S-8 Registration Statement (Registration No. 33-65618)].

(10.3)*		Badger Meter, Inc. 1995 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 33-62239)].

(10.4)*		Badger Meter, Inc. 1997 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 333-28617)].

(10.5)*		Badger Meter, Inc. Deferred Compensation Plan.
		[Incorporated by reference from Exhibit (10.5) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993].

(10.6)		Badger Meter, Inc. Employee Savings and Stock Ownership Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 33-62241)].

(10.7)*		Long-Term Incentive Plan.
		[Incorporated by reference from Exhibit (10.6) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995].

(10.8)*		Badger Meter, Inc. Supplemental Non-Qualified Unfunded Pension Plan.
		[Incorporated by reference from Exhibit (10.7) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995].

(10.9)*		Forms of the Key Executive Employment and Severance Agreements between Badger Meter, Inc. and the applicable executive officers.
		[Incorporated by reference from Exhibit (10.0) to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 1999].

(10.10)*		Badger Meter, Inc. 1999 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 333-73228)].

(10.11)*		Badger Meter, Inc. Amendment to Deferred Compensation Plan.
		[Incorporated by reference from Exhibit (10.11) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000].

(10.12)*		Badger Meter, Inc. 2002 Director Stock Grant Plan.
		[Incorporated by reference from Exhibit (10.0) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002].

EXHIBIT INDEX (CONTINUED)


EXHIBIT NO.		EXHIBIT DESCRIPTION

(10.13)*		Badger Meter, Inc. 2003 Stock Option Plan.
		[Incorporated by reference from Exhibit (4.1) to the Registrant’s Form S-8 Registration Statement (Registration No. 333-107850)].

(10.14)*		Badger Meter, Inc. 2005 Restricted Stock Plan.
		[Incorporated by reference to Appendix A to Badger Meter, Inc.’s Proxy statement for the Annual Meeting of Shareholders on April 29, 2005].

(10.15)*		Form of Restricted Stock Award Agreement under Badger Meter, Inc. 2005 Restricted Stock Plan.
		[Incorporated by reference from Badger Meter, Inc.’s Report on Form 8-K dated May 5, 2005].

(10.16)*		2005 Director Compensation Summary.
		[Incorporated by reference from Badger Meter, Inc.’s Report on Form 8-K dated May 5, 2005].

(10.17)*		Badger Meter, Inc. Executive Supplemental Plan for Key Employees, dated January 1, 2005.
		[Incorporated by reference from Badger Meter, Inc.’s Report on Form 8-K dated November 11, 2005].

(21.0)		Subsidiaries of the Registrant.

(23.0)		Consent of Independent Registered Public Accounting Firm.

(31.1)		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2)		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32.0)		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99.0)		Definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 28, 2006. To be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of the Registrant’s fiscal year. With the exception of the information incorporated by reference into Items 10, 11, 12, 13 and 14 of this Form 10-K, the definitive Proxy Statement is not deemed filed as part of this report.


*		A management contract or compensatory plan or arrangement.

EX-4.0 2 c02859exv4w0.htm LOAN AGREEMENT exv4w0

Exhibit (4.0)

Promissory Note dated May 1, 2005 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to
Badger Meter, Inc.’s promissory note.

M&I MARSHALL & ILSLEY BANK

PROMISSORY NOTE

Principal

Loan Date

Maturity

Loan No.

Call / Coll

Account

Officer

Initials

$25,000,000.00

05-01-2005

04-30-2006

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.




Principal Amount: $25,000,000.00	Initial Rate: 3.839%	Date of Note: May 1, 2005

PROMISE TO PAY. Badger Meter, Inc. (“Borrower”) promises to pay to M&I Marshall & Ilsley Bank (“Lender”), or order, in lawful money of the United States of America, the principal amount of Twenty-Five Million & 00/100 Dollars ($25,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on April 30, 2006. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 30, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied to Accrued Interest, Credit Life Premiums, Principal, Late Charges, and Escrow. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the British Bankers Association (BBA) LIBOR and reported by a major news service selected by Lender (such as Reuters, Bloomberg or Moneyline Telerate). If BBA LIBOR for the one month period is not provided or reported on the first day of a month because, for example, it is a weekend or holiday or for another reason, the One Month Libor Rate shall be established as of the preceding day on which a BBA LIBOR rate is provided for the one month period and reported by the selected news service (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each first day of each calendar month. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.089% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.750 percentage points over the Index, resulting in an initial rate of 3.839% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payment will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: M&I Marshall & Ilsley Bank, P.O. Box 3114 Milwaukee, WI 53201-3114.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the interest rate on this Note 3.750 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

PROMISSORY NOTE
(Continued)



Loan No:		Page 2

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any government agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor’s estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

Insecurity. Lender in good faith believes itself insecure.

LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEY’S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender’s attorney’s fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorney’s fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Wisconsin without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Wisconsin.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Milwaukee County, State of Wisconsin.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower’s accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person, or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.

PROMISSORY NOTE
(Continued)



Loan No:		Page 3

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns, and binds Borrower and Borrower’s heirs, successors, assigns, and representatives. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

BADGER METER, INC.


By:		/s/ Richard A. Meeusen

		Chairman, President and Chief Executive Officer

By:		/s/ Richard E. Johnson

		Senior Vice President — Finance, Chief Financial Officer and Treasurer

EX-21 3 c02859exv21.htm SUBSIDIARIES OF THE REGISTRANT exv21

Exhibit (21.0)

BADGER METER, INC.

SUBSIDIARIES OF THE REGISTRANT

The Company’s subsidiaries are listed below. All of the subsidiaries of the Company listed below are included in the Company’s consolidated financial statements.


	Percentage	State or country
Name	of ownership	in which organized

Badger Meter de las Americas, SA de CV	100%	Mexico

Badger Meter Canada, Inc.	100%	Canada

Badger Meter Czech Republic	100%	Czech Republic
(a subsidiary of Badger Meter International, Inc.)

Badger Meter Europe, GmbH	100%	Federal Republic
		of Germany

Badger Meter France SAS	100%	France
(a French holding company) (Badger Meter France SAS is a subsidiary of Badger Meter International, Inc.)

Badger Meter International, Inc.	100%	Wisconsin
(an international holding company)		(U.S.)

Badger Meter de Mexico, SA de CV	100%	Mexico

Badger Meter Slovakia	100%	Slovakia
(a subsidiary of Badger Meter Europe)

MecaPlus Equipements SAS	100%	France
(a subsidiary of Badger Meter France)

EX-23 4 c02859exv23.htm CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM exv23

Exhibit (23.0)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-27650, 33-65618, 33-62239, 33-62241, 333-28617, 333-73228 and 333-107850) pertaining to the Badger Meter, Inc. 1989 Stock Option Plan, Badger Meter, Inc. 1993 Stock Option Plan, Badger Meter, Inc. 1995 Stock Option Plan, Badger Meter, Inc. Employee Savings and Stock Ownership Plan, Badger Meter, Inc. 1997 Stock Option Plan, Badger Meter, Inc. 1999 Stock Option Plan, and the Badger Meter, Inc. 2003 Stock Option Plan, and to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-102057) of Badger Meter, Inc. and in the related Prospectus, of our reports dated February 22, 2006, with respect to the consolidated financial statements of Badger Meter, Inc. and subsidiaries, Badger Meter, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Badger Meter, Inc., included in this Annual Report (Form 10-K) of Badger Meter, Inc. for the year ended December 31, 2005.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin
March 6, 2006

EX-31.1 5 c02859exv31w1.htm 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv31w1

Exhibit (31.1)

Certification of Chairman, President and Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934

I, Richard A. Meeusen, certify that:

1.		I have reviewed this Annual Report on Form 10-K of Badger Meter, Inc.;

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

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 controls 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 6, 2006	By	/s/ Richard A. Meeusen
		Richard A. Meeusen
		Chairman, President and Chief Executive Officer

EX-31.2 6 c02859exv31w2.htm 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv31w2

Exhibit (31.2)

Certification of Senior Vice President — Finance, Chief Financial Officer and Treasurer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934

I, Richard E. Johnson, certify that:

1.		I have reviewed this Annual Report on Form 10-K of Badger Meter, Inc.;

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

	a.		All significant deficiencies and material weaknesses in the design or operation of internal controls 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 6, 2006	By	/s/ Richard E. Johnson
		Richard E. Johnson
		Senior Vice President — Finance, Chief Financial Officer and Treasurer

EX-32 7 c02859exv32.htm 906 CERTIFICATION OF CEO AND CFO exv32

Exhibit (32.0)

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purpose of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Badger Meter, Inc., a Wisconsin corporation (the “Company”), hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2005 (the “Report”) fully complies with the requirements of Section 13 (a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: March 6, 2006	By	/s/ Richard A. Meeusen
		Richard A. Meeusen
		Chairman, President and Chief Executive Officer


	By	/s/ Richard E. Johnson
		Richard E. Johnson
		Senior Vice President — Finance, Chief Financial Officer and Treasurer

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