[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED ~~- December 31, 2002~~ —September 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIODFrom ~~_______~~ to ~~_______~~

SPARTON CORPORATION ~~(Exact~~
(Exact Name of Registrant as Specified in its Charter) ~~OHIO 38-1054690 (State~~

Ohio
(State or Other Jurisdiction ~~(I.R.S. Employer~~ of Incorporation or Organization)

2400 ~~EAST GANSON STREET, JACKSON, MICHIGAN~~East Ganson Street, Jackson, Michigan 49202 ~~(Address~~
(Address of Principal Executive Offices, Zip Code)

(517) ~~787-8600 (Registrant's~~787- 8600
(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange ~~Act)~~Act.). Yes ~~[ ]~~ No ~~[X] The aggregate market value of voting stock held by non-affiliates of the registrant as of January 31, 2003, was $38,700,705.~~ X

Common Stock, $1.25 Par Value ~~- 7,563,540~~ —7,947,608shares outstanding as of ~~January~~October 31, ~~2003.~~ 2003.

SPARTON CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited) ~~December 31~~
September 30 and June 30, ~~2002~~
ASSETS December 31 June 30 ------------- ------------- Current assets: Cash and cash equivalents $ 15,697,092 $ 8,687,873 Investment securities 14,672,817 11,530,374 Accounts receivable: Trade 19,944,423 18,703,397 EPA settlement (Note 6) 1,000,000 -- Income taxes recoverable -- 1,055,965 Inventories and costs on contracts in progress, less progress payments of $8,582,000 at December 31($6,275,000 at June 30) (Note 2) 37,686,556 41,929,559 Prepaid expenses 2,714,711 2,214,845 ------------- ------------- Total current assets 91,715,599 84,122,013 Pension asset 6,240,101 6,304,117 Other assets 2,692,494 2,940,918 Property, plant and equipment, net 8,908,176 9,034,200 ------------- ------------- Total assets $ 109,556,370 $ 102,401,248 ============= ============= LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Accounts payable $ 7,827,233 $ 7,762,357 Salaries and wages 2,620,615 3,545,045 Accrued liabilities (Note 6) 3,586,562 2,104,170 Income taxes payable 638,896 -- ------------- ------------- Total current liabilities 14,673,306 13,411,572 Environmental remediation (Note 6) 7,192,841 7,375,259 Shareowners' equity: Common stock - 7,941,717 and 7,559,790 shares outstanding at December 31 and June 30 after deducting zero shares in treasury at December 31 and 374,922 shares in treasury at June 30 (Note 3) 9,927,146 9,449,738 Capital in excess of par value (Note 3) 3,002,995 477,493 Accumulated other comprehensive income (loss) (Notes 4 and 5) 132,226 (172,000) Retained earnings 74,627,856 71,859,186 ------------- ------------- Total shareowners' equity 87,690,223 81,614,417 ------------- ------------- Total liabilities and shareowners' equity $ 109,556,370 $ 102,401,248 ============= =============
2003

SPARTON CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
For the Three-Month ~~and Six-Month~~ Periods ended ~~December 31,~~September 30, 2003 and 2002 ~~and 2001~~
Three-Month Periods Six-Month Periods ---------------------------------- ---------------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Net sales $ 43,279,295 $ 41,065,819 $ 80,047,202 $ 81,875,899 Costs of goods sold 37,514,228 37,248,947 70,517,873 73,331,112 ------------ ------------ ------------ ------------ 5,765,067 3,816,872 9,529,329 8,544,787 Selling and administrative income (expense): Selling and administrative expenses (3,209,415) (3,086,312) (6,733,629) (6,365,418) EPA related - net (Note 6) (117,438) (127,047) 5,229,562 (300,473) ------------ ------------ ------------ ------------ (3,326,853) (3,213,359) (1,504,067) (6,665,891) ------------ ------------ ------------ ------------ Operating income 2,438,214 603,513 8,025,262 1,878,896 Other income (expense): Interest and investment income 184,360 114,344 301,657 242,968 Equity loss in investment (18,000) (71,250) (57,000) (142,500) Other - net (61,141) 268,207 (46,651) 226,260 ------------ ------------ ------------ ------------ 105,219 311,301 198,006 326,728 ------------ ------------ ------------ ------------ Income before income taxes 2,543,433 914,814 8,223,268 2,205,624 Provision for income taxes 365,000 365,000 2,467,000 869,000 ------------ ------------ ------------ ------------ Net income $ 2,178,433 $ 549,814 $ 5,756,268 $ 1,336,624 ============ ============ ============ ============ Basic and diluted earnings per share (Note 3) $ 0.27 $ 0.07 $ 0.72 $ 0.17 ============ ============ ============ ============ Dividends $ -0- $ -0- $ -0- $ -0- ============ ============ ============ ============

SPARTON CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the ~~Six-Month~~Three-Month Periods ended ~~December 31,~~September 30, 2003 and 2002 ~~and 2001~~
December 31 ---------------------------------- 2002 2001 ------------ ------------ Cash flows provided (used) by Operating Activities: Net income $ 5,756,268 $ 1,336,624 Add noncash items affecting operations: Depreciation 725,937 854,271 EPA settlement (Note 6) (1,000,000) -- Add (deduct) changes in operating assets and liabilities: Accounts receivable (1,241,026) 3,895,436 Income taxes recoverable 1,055,965 -- Inventories 4,243,003 3,528,731 Pension asset 64,016 -- Accounts payable 64,876 (5,834,973) Income taxes payable 638,896 618,589 Equity loss in investment 57,000 142,500 Other 179,904 (303,249) ------------ ------------ 10,544,839 4,237,929 Cash flows provided (used) by Investing Activities: Purchases of investment securities-net (3,142,443) (3,543,709) Purchases of property, plant and equipment-net (599,913) (149,791) Noncurrent other assets 191,424 (158,369) ------------ ------------ (3,550,932) (3,851,869) Cash flows provided (used) by Financing Activities: Stock options exercised 15,312 -- Purchase of common stock for treasury -- (66,639) ------------ ------------ 15,312 (66,639) ------------ ------------ Increase in cash and cash equivalents 7,009,219 319,421 Cash and cash equivalents at beginning of period 8,687,873 13,034,790 ------------ ------------ Cash and cash equivalents at end of period $ 15,697,092 $ 13,354,211 ============ ============ Supplemental disclosures of cash paid (received) during the period: Income taxes paid $ 1,723,000 $ 799,000 ============ ============ Income taxes refunded $ (852,000) $ (485,000) ============ ============

~~The following is a summary of the ~~Company's~~Company’s accounting policies not discussed elsewhere within this report.~~

Basis of presentation - —The accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of Sparton Corporation and all active subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete annual financial statements. All significant intercompany transactions and accounts have been eliminated. The ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheet at ~~December 31, 2002,~~September 30, 2003, and the related ~~condensed statements~~Condensed Consolidated Statements of ~~operations~~Operations for the three-month ~~and six-month~~ periods ended ~~December 31,~~September 30, 2003 and 2002, ~~and 2001,~~ and cash flows for the ~~six-month~~three-month periods ended ~~December 31,~~September 30, 2003 and 2002, ~~and 2001,~~ are unaudited, but include all adjustments (consisting of normal recurring accruals) which the Company considers necessary for a fair presentation of such financial statements. Operating results for the ~~six-month~~three-month period ended ~~December 31, 2002,~~September 30, 2003, are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, ~~2003.~~ 2004.

The balance sheet at June 30, ~~2002,~~2003, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the ~~consolidated financial statements~~Consolidated Financial Statements and footnotes thereto included in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended June 30, ~~2002. At June 30, 2002, the Company changed its method of accounting for its investment in Cybernet Systems Corporation (Cybernet).~~ 2003.

Operations —The investment is now accounted for under the equity method and included in other assets on the balance sheets at December 31 and June 30, 2002. The condensed consolidated statement of operations and cash flows for the periods ending December 31, 2001, have been changed to reflect the Company's share of Cybernet's losses and accumulated other comprehensive income (loss), as required by Accounting Principles Board Opinion No. 18 "The Equity Method of Accounting for Investments In Common Stock". Operations - The Company'sCompany’s operations are in one line of business, electronic contract manufacturing services (EMS). Products and services include complete ~~"Box Build"~~“Box Build” products for Original Equipment Manufacturers, microprocessor-based systems, transducers, printed circuit boards and assemblies, sensors and electromechanical devices for the telecommunications, medical/scientific instrumentation, electronics, aerospace, and other industries. ~~In the governmental market, the~~The Company also develops and manufactures sonobuoys, anti-submarine warfare (ASW) devices, used by the U.S. Navy and other free-world countries.

Use of estimates ~~- The preparation of financial statements in conformity with accounting~~—Accounting principles generally accepted in the United States ~~requires~~require management to make estimates and assumptions that affect the disclosure of assets and liabilities and the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue recognition - —The ~~Company's~~Company’s net sales are comprised primarily of product sales, with supplementary revenues earned from engineering and design services. Standard contract terms are FOB shipping point. Revenue from product sales is generally recognized upon shipment of the goods; service revenue is recognized as the service is performed or under the percentage of completion method, depending on the nature of the arrangement. Long-term contracts relate principally to government defense contracts. These contracts are accounted for based on completed units accepted and their estimated average contract cost per unit. Development contracts are accounted for based on percentage of completion. Costs and fees billed under cost-reimbursement-type contracts are recorded as sales. A provision for the entire amount of a loss on a contract is charged to operations as soon as the loss is determinable. Shipping and handling costs are included in costs of goods sold. ~~Credit practices - Products are sold principally~~

Market risk exposure —The Company manufactures its products in ~~electronics manufacturing markets. Credit terms are granted~~the United States and ~~periodically revised based on evaluations~~Canada. Sales of the ~~customers'~~Company’s products are in the U.S. and Canada, as well as other foreign markets. The Company is potentially subject to foreign currency exchange rate risk relating to intercompany activity and balances, receipts from customers, and payments to suppliers in foreign currencies. Also, adjustments related to the translation of the Company’s Canadian financial ~~condition, with collateral generally not required. Receivables from~~statements into U.S. dollars are included in current earnings. As a result, the Company’s financial results could be affected by factors such as changes in foreign ~~customers are generally secured by letters of credit~~currency exchange rates or ~~cash advances. 6~~ ~~New accounting standards - Effective July 1, 2002,~~weak economic conditions in the foreign markets in which the Company ~~was required~~operates. However, minimal third party receivables and payables are denominated in foreign currency and, historically, foreign currency gains and losses have not been significant. The Company does not consider the market risk exposure relating to ~~adopt~~currency exchange to be material.

The Company has financial instruments that are subject to interest rate risk, principally short-term investments. Historically, the Company has not experienced material gains or losses due to such interest rate changes. Based on the current holdings of short-term investments, the interest rate risk is not considered to be material.

Stock options —The Company follows Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related Interpretations in accounting for its employee stock options. Under APB 25, no compensation expense is recognized as the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant. The Company follows the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. ~~144, "Accounting~~123, “Accounting for ~~the Impairment of Long-Lived Assets" (SFAS No. 144), which supersedes~~Stock-Based Compensation,” as amended by SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and provides a single accounting model for impaired long-lived assets and for long-lived assets which are to be disposed of. The adoption of SFAS No. 144 did not have a material effect on the Company's consolidated results of operations or financial position. In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148. "Accounting148, “Accounting for Stock-Based Compensation-Transition and ~~Disclosure" (SFAS No. 148), which amends SFAS No. 123, "Accounting~~Disclosure.”

At September 30, 2003, the per share weighted-average exercise price of options outstanding was $6.35. The weighted-average remaining contractual life of those options was approximately 3 years. At September 30, 2003, there were 240,040 options exercisable at the weighted-average per share price of $5.77. Remaining shares available for ~~Stock-Based Compensation".~~ grant under the plan were 211,312 at September 30, 2003.

The ~~amendment permits two additional transition methods~~following sets forth a reconciliation of net income (loss) and earnings (loss) per share information for ~~a voluntary change to~~the three months ended September 30, 2003 and 2002, as if the Company had recognized compensation expense based on the fair value ~~based method of accounting~~at the grant date for ~~stock-based compensation. In addition, SFAS No. 148 amends~~awards under the disclosure requirements of SFAS No. 123 to require more prominent and frequent disclosures about the effects of stock-based compensation. SFAS No. 148 is effective for Sparton's fiscal year end June 30, 2003. The Company is still evaluating whether it will adopt SFAS No. 148 and, if it does, which transition method it will follow. However, should the Company decide to change to the fair value method of accounting for its stock-based compensation, it is not expected to have a material effect on the Company's consolidated results of operations or financial position. Depreciation - Depreciation is provided over estimated useful lives on accelerated methods, except for certain buildings, machinery and equipment, which are being depreciated on the straight-line method. Estimated useful lives generally range from 5 to 50 years for buildings and improvements, 3 to 16 years for machinery and equipment, and 3 to 5 years for test equipment. Treasury stock - The Company records treasury stock purchases at cost. In recording the Company's treasury stock purchases, the excess of cost over par value is allocated to capital in excess of par value based on the per share amount of capital in excess of par value for all shares, with the difference charged to retained earnings. plan.

Inventories are valued at the lower of cost (first-in, first-out basis) or market and include costs related to long-term contracts. Inventories, other than contract costs, are principally raw materials and supplies. The following are the major classifications of ~~inventory, which are presented net of progress payments.~~
~~DECEMBER 31, 2002 JUNE 30, 2002 ----------------- -------------~~ Raw materials $20,638,000 $23,353,000 Work in process and finished goods 17,049,000 18,577,000 ----------- ----------- Total $37,687,000 $41,930,000 =========== ===========
inventory:

Work in progress and finished goods inventories include ~~$6.1 million~~$3.0 and ~~$7.5~~$1.1 million of completed, but not yet accepted, sonobuoys at ~~December 31, 2002,~~September 30, 2003 and June 30, 2003, respectively.

All share and per share information for 2002 ~~respectively. 3.~~ have been adjusted to reflect the impact of the 5% stock dividend declared in January 2003. For the three months ended September 30, 2002, the exercise price for all stock options granted was less than the average market price of the Company’s common stock and therefore, they were included in the computation for weighted average diluted shares outstanding. Stock options were not considered in the September 30, 2003, calculation as the effect would be anti-dilutive due to the current period loss. Basic and diluted earnings (loss) per share were computed on the following:

On ~~January 10,~~October 21, 2003, ~~Sparton's~~Sparton’s Board of Directors approved a 5% ~~common~~ stock dividend. Eligible shareowners of record ~~as of January~~on November 21, 2003, will receive the stock dividend. The dividend ~~on February 18,~~distribution or payment date was established as December 19, 2003. Cash will be paid in lieu of fractional ~~shares. For purposes~~shares of ~~recording~~stock. This is a continuation of a process the Company began last fiscal year. The effect of this stock dividend will be reflected in the Company’s shareowners’ equity in the quarter ending December 31, 2003. Per share data will also be restated for all periods presented to give effect to the stock dividend the full 5% stock dividend was assumed on total shares outstanding; no assumption was made with respect to fractional shares nor the related cash distribution. Shares will be issued from treasury stock. For the purpose of this calculation, it is assumed this will resultbeginning in ~~zero remaining treasury shares. An amount equal to the fair market value of the common shares issued was transferred from retained~~that quarter.

Pro forma earnings ($2,988,000) to common stock ($473,000) and capital in excess of par value ($2,515,000) to record the stock dividend. This transfer has been reflected in the consolidated financial statements at December 31, 2002. Shares outstanding and earnings(loss) per share for the three months and the six months ended December 31, 2002, have therefore been adjusted accordingly and are as follows. For the three months and six months ended December 31, basic and diluted earnings per share were computed based on the following:
THREE MONTHS ENDED SIX MONTHS ENDED --------------------------- --------------------------- 2002 2001 2002 2001 --------- --------- --------- --------- Basic - weighted average shares outstanding 7,563,540 7,566,560 7,563,323 7,568,325 Estimated additional shares to be issued with respect to the 5% common stock dividend declared January 10,after October 2003 378,177 377,990 378,177 377,990 --------- --------- --------- --------- 7,941,717 7,944,550 7,941,500 7,946,315 Effect of dilutive stock options 70,202 37,765 74,776 38,467 --------- --------- --------- --------- Weighted average diluted shares outstanding 8,011,919 7,982,315 8,016,276 7,894,782 ========= ========= ========= ========= Basic & diluted earnings per share - after stock dividend $ 0.27 $ 0.07 $ 0.72 $ 0.17 ========= ========= ========= =========
7 ~~For the three-month and six-month periods ended December 2002, options to purchase 94,000 shares of common~~ stock were not included in the computation of diluted earnings per share. For the three-month and six-month periods ended December 2001, options to purchase 267,000 and 2,500 shares, respectively, of common stock were not included in the computation of diluted earnings per share. Such options' exercise prices were greater than the average market price of the Company's common stock and, therefore, would be antidilutive. dividend:

4. The reporting of comprehensive income requires disclosure of total non-shareowner changes in equity in interim periods and additional disclosures of the components of non-shareowner changes in equity on an annual basis. Total non-shareowner changes in equity include all changes in equity during a period except those resulting from investments by and distributions to shareowners. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes net income (loss) as well as unrealized gains and losses, ~~on investments,~~net of tax, which are excluded from net income. ~~Such gains and losses~~They are, however, reflected as a direct charge or credit to ~~shareowners'~~shareowners’ equity. ~~Comprehensive~~Total comprehensive income (loss) is as follows for the three months ~~and six months~~ ended ~~December 31 was as follows:~~
THREE MONTHS ENDED SIX MONTHS ENDED -------------------------------- ------------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- Net income $ 2,178,000 $ 550,000 $ 5,756,000 $ 1,337,000 Other comprehensive income (loss), net of tax: Net unrealized gains (losses) Investment securities owned 10,000 (42,000) 209,000 -- Investment securities held by investee accounted for by the equity method (119,000) (131,000) 95,000 (262,000) ----------- ----------- ----------- ----------- Comprehensive income $ 2,069,000 $ 377,000 $ 6,060,000 $ 1,075,000 =========== =========== =========== ===========
September 30:

At ~~December 31, 2002, shareowners'~~September 30, 2003, shareowners’ equity includes accumulated other comprehensive income ~~(loss)~~ of ~~$287,000~~$368,000 and ~~($155,000),~~$106,000, which ~~relates~~relate to unrealized gains, net of tax, on ~~investments~~investment securities owned and ~~unrealized losses on~~ investment securities held by an investee accounted for by the equity method, respectively. At June 30, ~~2002,~~2003, these amounts were ~~$78,000~~$471,000 and ~~($250,000),~~$(112,000) respectively.

The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying value. Cash and cash equivalents consist of demand deposits and other highly liquid investments with an original term of three months or less.

Investments in debt securities that are not cash equivalents and marketable equity securities have been designated as available for sale. Those securities are reported at fair value, with net unrealized gains and losses included in accumulated other comprehensive income, net of applicable taxes. Unrealized losses that are other than temporary are recognized in earnings. Realized gains and losses on investments are determined using the specific identification method. The Company’s investment in Cybernet Systems Corporation is accounted for under the equity method.

Cash and cash equivalents consist of demand deposits and other highly liquid investments. The investment portfolio has various maturity dates up to 25 years. A daily market exists for all investment securities. The Company believes that the impact of fluctuations in interest rates on its investment portfolio should not have a material impact on financial position or results of operations. It is the ~~Company's~~Company’s intention to use these investment securities to provide working capital and fund the expansion of its business and for other business purposes.

At ~~December 31, 2002,~~September 30, 2003, the Company had net unrealized gains of ~~$456,000.~~$584,000. At that date, the net after-tax effect of these gains was ~~$287,000,~~$368,000, which amount is included in accumulated other comprehensive income within ~~shareowners'~~shareowners’ equity. For the ~~six~~three months ended ~~December 31,~~September 30, 2003 and 2002, ~~and 2001,~~ purchases of investments totaled ~~$3,361,000~~$909,000 and ~~$3,564,000,~~$3,034,000, and sales of investment securities totaled ~~$219,000~~$400,000 and ~~$20,000,~~$450,000, respectively.

Sparton owns a 14% interest in Cybernet, which was purchased for $3,000,000 in June 1999. This investment, which amounted to $1,778,000 and $1,490,000 at September 30, 2003 and 2002, respectively, is accounted for under the equity method and is included in other assets on the condensed consolidated balance sheet. ~~Sparton's~~Sparton’s share of unrealized gains (losses) on available-for-sale securities held by Cybernet is carried in accumulated other comprehensive income (loss) within the ~~Shareowners'~~Shareowners’ Equity section of ~~Sparton's~~Sparton’s balance sheet.

~~The contractual maturities of debt securities, and total equity securities, as of September 30, 2003, are as follows:~~

One of ~~Sparton's~~Sparton’s former manufacturing facilities, located in Albuquerque, New Mexico (Coors Road), has been ~~the subject of~~involved with ongoing ~~investigations conducted with the Environmental Protection Agency (EPA) under the Resource Conservation and Recovery Act (RCRA). The investigation began in~~environmental remediation since the early ~~1980s and involved a review of onsite and offsite environmental impacts.~~ 1980’s.

At ~~December 31, 2002,~~September 30, 2003, Sparton has a remaining accrual of ~~$7,763,000~~$7,397,000 as its estimate of the minimum future undiscounted financial liability with respect to this matter, of which ~~$570,000~~$643,000 is classified as a current liability and included on the balance sheet 8 in accrued liabilities. The ~~Company's~~Company’s minimum cost estimate is based upon existing technology and excludes legal and related consulting costs, which are expensed as incurred. The ~~Company's~~Company’s estimate includes equipment and operating costs for onsite and offsite pump and treat containment systems, a soil vapor extraction program and continued onsite and offsite monitoring.

During the first quarter of fiscal 2003, Sparton reached an agreement with the United States Department of Energy (DOE) and others to recover certain remediation costs. Under the settlement terms, Sparton ~~will receive~~received $4,850,000 from the DOE and others in fiscal 2003, plus an additional $1,000,000, inwhich was received during the first quarter of fiscal 2004. In addition, the DOE has agreed to reimburse Sparton for 37.5% of certain future environmental expenses in excess of $8,400,000 incurred at the site. The settlement ~~concludes~~concluded a very lengthy negotiation process and two court actions, one in the Federal Court of Claims and one in the Federal District Court in Albuquerque, New Mexico. With the settlement, Sparton received cash and gained some degree of risk protection, with the DOE agreeing to reimburse future costs incurred above the established level. The financial impact of the settlement was recorded in the first quarter of fiscal ~~2003. Most of the settlement proceeds (approximately $5,500,000) were~~2003 with $5,500,000 recorded as income.

Uncertainties associated with environmental remediation contingencies are pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability.

Factors which cause uncertainties for the Company include, but are not limited to, the effectiveness of the current work plans in achieving targeted results and proposals of regulatory agencies for desired methods and outcomes. It is possible that cash flows and results of operations could be significantly affected by the impact of changes associated with the ultimate resolution of this contingency.

Amounts charged to operations, principally legal and consulting, for the ~~six~~three months ended ~~December 31,~~September 30, 2003 and 2002 were $74,000 and ~~2001 were $270,000 and $301,000,~~$153,000, respectively. These costs were generally incurred in pursuit of various claims for reimbursement. 7. The Company follows Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), and related Interpretations in accounting for its employee stock options. Under APB 25, no compensation expense is recognized as the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant. The Company follows the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation". At December 31, 2002, the per share weighted-average exercise price of options outstanding was $6.52. The weighted-average remaining contractual life of those options was approximately 4 years. At December 31, 2002, there were 134,906 options exercisable at the weighted-average per share price of $5.56. Remaining shares available for grant under the plan were 266,000 at December 31, 2002. At December 31, 2002, had compensation cost for all stock options outstanding been determined based on their estimated fair values at the date of grant, consistent with the fair value method of SFAS No. 123 (using the Black Scholes method of valuation), the Company's net earnings for the quarter and year to date would have been reduced by $38,250 (less than $0.01 per share) and $76,500 ($0.01 per share), respectively. reimbursement/recovery.

The following is ~~management's~~management’s discussion and analysis of certain significant events affecting the ~~Company's~~Company’s earnings and financial condition during the periods included in the accompanying financial statements. The ~~Company's~~Company’s operations are in one line of business, electronic contract manufacturing services (EMS). This includes the design, development and/or manufacture of electronic parts and assemblies for both government and commercial customers worldwide. Governmental sales are mainly sonobuoys. Commercial customers are in general industrial markets, as well as the regulated aerospace and medical markets.

The Private Securities Litigation Reform Act of 1995 reflects ~~Congress'~~Congress’ determination that the disclosures of forward-looking information is desirable for investors and encourages such disclosure by providing a safe harbor for forward-looking statements by corporate management. The following discussion about the ~~Company's~~Company’s results of operations and financial condition contains forward-looking statements that involve risk and uncertainty. The Company notes that a variety of factors could cause the actual results and experience to differ materially from anticipated results or other expectations expressed in the ~~Company's~~Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, growth forecasts and results of the ~~Company's~~Company’s business include, but are not limited to, timing and fluctuations in U.S. and/or world economies, customer demand for products, competition in the overall EMS business, availability of production labor and management services under terms acceptable to the Company, Congressional budget outlays for sonobuoy development and production, Congressional legislation, changes in the interpretation of environmental laws and the uncertainties of environmental remediation. An additional risk factor is the availability and cost of materials. The Company has encountered availability and extended lead time issues on some electronic components in the past, which have resulted in ~~price~~higher prices and ~~delivery issues.~~late deliveries. Finally, the timing of sonobuoy sales is dependent upon access to, and successful passage of, product tests performed by the U.S. Navy. Reduced governmental budgets have made access to the test range less predictable and ~~less~~ frequent than in the past. Management cautions readers not to place undue reliance on forward-looking statements, which are subject to influence by the enumerated risk factors as well as unanticipated future events.

Sales for the three-month period ended ~~December 31, 2002,~~September 30, 2003, totaled ~~$43,279,000,~~$36,425,000, comparable with fiscal 2003. Overall, sales were below the Company’s expectations, but do reflect the continued depressed economic environment. A modest decline in government EMS sales to $10,300,000 was offset by an increase in other markets. Sales included $9,025,000, $12,087,000 and $5,013,000 of ~~$2,213,000 (5%)~~industrial, aerospace and medical/scientific instrumentation sales, respectively. Sales in these areas in fiscal 2003 were $10,456,000, $10,449,000, and $5,034,000, respectively. Government sales declined slightly from last ~~year. The increase~~year, in sales reflects strong sales in homeland defense related products, avionics, and medical markets. Sales in other markets, which other than government were immaterial, declined. The majority of the sales increase has beenpart due to very limited access to the test range. In addition, ~~of new customers. Among these customers are several~~the Company has encountered technical difficulties in the ~~area~~production of ~~avionics, including those producing products~~one of its current sonobuoy contracts which has resulted in ~~demand due~~minimal margin and further depressed sales. Also, two additional sonobuoy contracts encountered difficulties. Increased cost to complete estimates on these two sonobuoys further reduced operating margin by $518,000. Sonobuoy sales are subject to the ~~increased requirements~~passage of testing. During the first quarter of 2004, the testing facility was unavailable until mid-September. In late September eight lots were tested. Two sonobuoy lots passed and four failed testing, but were later accepted. However, two other lots, with sales totaling $2.3 million, failed and require rework. These lots will be shipped and the associated sales recognized in future periods.

An operating loss of $3,399,000 versus an operating profit of $5,587,000 was reported for ~~homeland security.~~the three months ended September 30, 2003, and 2002, respectively. The ~~increased demand~~current period results include several start-up contracts which had negative or minimal gross margins. While improvements have been made on these contracts, sales of $5,533,000 resulted in airport security products has favorably impacted the current quarter's sales; additional sales are expected in the remaining periods of this year. Governmental sales decreased 32% ($5,745,000) to $12,047,000 compared to last year. The decrease in governmental sales is a result of fewer drop tests of sonobuoys, due to more limited range access. In addition, several lots tested earlier are in rework, but are expected to ship by June 30, 2003. Several factors contributed to the improved gross margin this quarter. In general, the higher margins received this period reflect a more favorable product mix. Also, cost reduction measures put in place in prior quarters have allowed for improved job margins.of only $115,000. In addition, a ~~government job which was experiencing rework was completed. The rework reserve associated with this job was no longer required, resulting~~redesign effort on an existing product line resulted in a ~~reversal~~charge to ~~income~~operations of ~~$308,000 in December.~~$496,000. This effort is projected to be completed by December 2003. Given the on-going reduced level of sales, the Company continues to experience underutilized capacity. Selling and administrative expenses as a percentage of sales ~~are consistent with~~increased slightly from last ~~year. Actions~~year, 10.3% in 2003 and 9.6% in 2002. Most of this increase was due to ~~control costs continue~~higher bid and proposal and development activities, primarily related to ~~be taken. Operating income of $2,438,000 was reported for the three months ended December 31, 2002, compared to $604,000 for the same period last year.~~government contracts, which further reduced

current earnings. Included in 2003 operating income ~~are~~was a $5,500,000 ($3,630,000 net of tax) recovery of certain remediation costs. It reflects Sparton’s settlement with the DOE and others regarding reimbursement of costs incurred at the Company’s Sparton Technology Coors Road facility. Also included were charges ~~against income~~ related to the ~~Coors Road site~~New Mexico environmental remediation effort, principally litigation, of ~~$117,000~~$74,000 in 2003 and ~~$127,000~~$153,000 in ~~2002 and 2001, respectively. 10~~ 2002.

Interest and Investment Income increased ~~$70,000~~$113,000 to ~~$184,000~~$231,000 in ~~2002,~~2003, due to ~~higher average investments. Equity loss~~increased available funds for investment. Other Expense-Net in ~~investment relates to Sparton's investment~~2003 was $59,000 versus Other Income-Net of $14,000 in ~~Cybernet.~~2002. Other ~~Expense-net was $61,000~~Expense-Net in ~~2002, compared to Other Income-net~~2003 includes $60,000 of ~~$268,000~~adjustments for the corresponding three-month period last year. Included in Other Income-net in 2001 is $200,000 of a one time recovery from a former insurer as part of that company's conversion to a stock company (formerly a mutual company). Other Expense-net in 2002 contains no individually significant items. During the three months ended December 31, 2002, the Company reduced its estimate of its annual effective tax rate based on anticipated usage of the existing Canadian loss and contribution carry-forwards. This change in estimated annual effective tax rate resulted in a $398,000 reduction of second quarter tax expense that wasSparton’s previously ~~recorded in the first quarter. The change resulted in second quarter and year to date effective tax rates of 14% and 30%, respectively, for fiscal 2003.~~ owned automotive segment.

The Company reported ~~net income~~a loss of ~~$2,178,000~~$2,180,000 ($0.27 per share) for the three months ended ~~December 31, 2002,~~September 30, 2003, versus ~~$550,000~~net income of $3,578,000 ($~~0.07~~0.47 per share) for the corresponding period last year. ~~Six-Month Periods Sales~~

For the three-month period ended September 30, 2003, Cash and Cash Equivalents increased $2,807,000 to $13,369,000. Overall, Cash and Investments increased by $3,082,000 from June 30, 2003. Operating activities provided $3,494,000 in net cash flows. The primary source of cash was a decrease in accounts receivable, reflective of receipt of payment for the ~~six-month period ended December 31, 2002, totaled $80,047,000, a decrease~~large volume of ~~$1,829,000 (2%) from last year. Governmental~~ sales ~~decreased $4,738,000 (17%) to $22,876,000 compared to last year, while sales~~recognized in ~~other markets increased $2,909,000 (5%) to $57,171,000.~~June 2003. The ~~uncertainty~~primary use of ~~customers' schedules in selected markets has resulted in Sparton continuing to implement additional measures to reduce costs and expenses. Sparton has experienced~~cash was an increase in ~~sales related to homeland security products as a result~~inventories. A portion of ~~the overall~~this increase in ~~spending~~inventories is reflective of delayed customer delivery schedules. An additional inventory increase reflects material for ~~homeland defense. The decrease~~new customer contracts. Cash provided by operating activities in governmental sales is the result of less frequent access to the sonobuoy testing range, as well as product rework still in process on several sonobuoy lots. Governmental sales are anticipated to increase over the remaining six months of Sparton's fiscal year ending June 30, 2003. The improved gross margin was attributable to several factors. Margins on many jobs have been running favorable due to the impact of cost reduction measures put in place in prior quarters. In addition, Sparton has new product introduction programs at all facilities. These programs have resulted in more efficient new job start ups, and fewer jobs with negatively impacted margins. Finally, disengagement issues with one customer resulted in decreased margins in fiscal 2002. Selling and administrative expenses, as a percentage of sales, are consistent with last year. Actions continue to be taken to control costs. Costs include bid and proposal expenses related to new job opportunities. Sparton's bid activity remains at near record levels. Operating income of $8,025,000 was reported for the six months ended December 31, 2002, compared to $1,879,000 for the same period last year. Included in operating income as of December 31, 2002 was ~~$5,500,000 of~~less than net income because the $5.8 million related to the ~~recovery of certain remediation costs. This income reflects Sparton's~~environmental settlement with the DOE and others regarding reimbursable costs incurred at the Company's Sparton Technology, Inc. Coors Road site. Also included are charges against income related to the Coors Road site remediation effort, principally litigation,had not been received as of $270,000 and $301,000 in 2002 and 2001, respectively. Interest and Investment Income increased $59,000 to $302,000 in 2002, due to increased funds available for investment. Equity loss in investment relates to Sparton's investment in Cybernet. Other Expense-net was $47,000 in 2002, compared to Other Income-net of $226,000 for the corresponding six-month period last year. Other Income-net in 2001 includes a one time recovery of $200,000 from a former insurer as part of that company's conversion to a stock company (formerly a mutual company). Other Expense-net in 2002 contains no individually significant items. As previously discussed, the Company's lower effective tax rate contributed to improved performance for the six month period, as well as the three month period. The Company reported net income of $5,756,000 ($0.72 per share) for the six months ended December 31, 2002, versus $1,337,000 ($0.17 per share) for the corresponding period last year. 11 LIQUIDITY AND CAPITAL RESOURCE For the six-month period ended December 31, 2002, Cash and Cash Equivalents increased $7,009,000 to $15,697,000. Overall, Cash and Investments increased by $10,152,000 from JuneSeptember 30, 2002. Operating activities provided $10,545,000 in net cash flows. Cash provided by operating activities was mainly attributable to the EPA settlement and a decline in inventory. $4.85 million of the EPA settlement negotiated with the DOE has been received. The remaining $1 million of the settlement will be received next year. Cash flows used by investing activities totaled ~~$3,551,000,~~$702,000, principally for the purchase of investment securities. Cash flow provided by financing activities ~~was~~totaled $15,000 from stock options exercised.

The ~~Company continues to operate with no bank debt. The Company's~~Company’s market risk exposure to foreign currency exchange and interest rates are not considered to be material, principally due to their short term ~~investments~~nature and minimal receivables and payables designated in foreign currency.

At ~~December 31~~September 30, 2003, and June 30, 2002, the aggregate government EMS backlog was approximately $45 million and ~~$60~~$51 million, respectively. A majority of the ~~December 31, 2002,~~September 30, 2003, backlog is expected to be realized in the next 8-10 months. ~~The Company has submitted proposals to the U.S. Government for the upcoming contract year. Government awards of sonobuoy contracts~~Commercial EMS orders are ~~expected to be announced over the next couple of months. Sparton's share of these awards will be reflected~~not included in the ~~backlog number at that time.~~backlog. The Company does not believe ~~other~~the amount of commercial activity covered by firm purchase orders is a meaningful measure of future sales, as such orders may be rescheduled or cancelled without significant penalty.

~~The Company has had no short-term debt since December 1996, and currently has an unused informal line of credit totaling $20 million from one bank.~~

Sparton is continuing to pursue a joint venture operation in Vietnam with Texatronics, our Alliance Partner in Richardson, Texas. Meetings have been held with architects and contractors to investigate the type and design of the building. The actual joint venture continues in a discussion phase. If an agreement is finalized, the new joint venture will carry the name Spartronics. The Company is also exploring the possible purchase of a new facility in the Albuquerque, New Mexico area to replace an existing facility, as well as identifying and evaluating potential acquisition candidates in both the defense and medical markets.

No cash dividends were declared in either period presented. At ~~December 31, 2002,~~September 30, 2003, the Company had ~~$87,690,000~~$89,117,000 in recorded ~~shareowners'~~shareowners’ equity ($~~11.04~~11.21 per share), ~~$77,042,000~~$75,758,000 in working capital, and a ~~6.25:~~5.25:1.00 working capital ratio. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgement and complexity. Environmental Contingencies -

One of Sparton's former manufacturing facilities, located in Albuquerque, New Mexico (Coors Road), has been the subject of ongoing investigations and remediation efforts conducted with the Environmental Protection Agency (EPA) under the Resource Conservation and Recovery Act (RCRA). The investigation began in the early 1980s and involved a review of onsite and offsite environmental impacts. In December 1999, the Company increased its accrual for the estimated cost of addressing the environmental impacts associated with its Coors Road plant by $10,000,000 (pre-tax). This increase was reflective of revised cost estimates in conjunction with the negotiated Consent Decree that settled related lawsuits then outstanding, as well as a related administrative enforcement action, and covered activities expected to be incurred over the next thirty years. As discussed in Note 6 to the condensed consolidated financial statements, Sparton has accrued its estimate of the minimum future undiscounted financial liability. The estimate was developed using existing technology and excludes legal and related consulting costs, which are expensed as incurred. The minimum cost estimate includes equipment and operating and monitoring costs for both onsite and offsite remediation. Sparton reviews its EPA accrual activity quarterly. Uncertainties associated with environmental remediation contingencies are pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability. It is possible that cash flows and results of operations could be materially affected by the impact of changes in these estimates. 12 Government Contract Cost Estimates - Government production contracts are accounted for based on completed units accepted with respect to revenue recognition, and their estimated average cost per unit regarding costs. The Company formally reviews, on a quarterly basis, costs incurred to date and estimated costs to complete on all significant contracts. These revised estimated contract costs are reflected in the financial statements. Losses for the entire amount of the contract are recognized in the period when such losses are determinable. Significant judgment is exercised in determining estimated total contract costs, including but not limited to, cost experience to date, estimated length of time to contract completion, costs for materials, production labor and support services to be expended, and known issues on remaining units to be completed. Estimated costs developed in the early stages of contracts can change significantly as the contracts progress, and events and activities take place. Significant changes in estimates can also occur when new designs are initially placed into production. Depending upon the circumstances, it is possible that the Company's financial position, results of operations and cash flows could be materially affected by changes in estimated costs to complete on one or more significant contracts. Commercial Inventory Valuation Allowances - Contracts with commercial customers are based upon estimated quantities of product manufactured for shipment over estimated time periods. Raw material inventories are purchased to fulfill these customer requirements. Within these arrangements, customer demand for products frequently change, sometimes creating excess and obsolete inventories. The Company regularly reviews raw material inventories by customer for both excess and obsolete quantities, with adjustments made accordingly. Wherever possible, the Company attempts to recover its full cost of excess and obsolete inventories from customers, or in some cases, through other markets. When it is determined that the Company's carrying cost of such excess and obsolete inventories cannot be recovered in full, a charge is taken against income and a valuation allowance is established for the difference between the carrying cost and the estimated realizable amount. Conversely, should the disposition of adjusted excess and obsolete inventories result in recoveries in excess of these reduced carrying values, the remaining portion of the valuation allowances are reversed and taken into income when such determinations are made. The establishment of inventory valuation allowances for commercial customer inventories requires a significant degree of judgment and is influenced by the Company's experience to date with both customers and other markets, prevailing market conditions for raw materials, contractual terms and customers' ability to satisfy these obligations, environmental or technological materials obsolescence, changes in demand for customer products, and other factors resulting in acquiring materials in excess of customer product demand. It is possible that the Company's financial position, results of operations and cash flows could be materially affected by changes to inventory valuation allowances for commercial customer excess and obsolete inventories. OTHER Litigation - One of Sparton'sSparton’s facilities, located in Albuquerque, New Mexico, has been the subject of ongoing investigations conducted with the Environmental Protection Agency (EPA) under the Resource Conservation and Recovery Act (RCRA). The investigation began in the early ~~1980s~~1980’s and involved a review of onsite and offsite environmental impacts.

At ~~December 31, 2002,~~September 30, 2003, Sparton has an accrual of ~~$7,763,000~~$7,397,000 as its estimate of the future undiscounted minimum financial liability with respect to this matter. The ~~Company's~~Company’s cost estimate is based upon existing technology and excludes legal and related consulting costs, which are expensed as incurred. The ~~Company's~~Company’s estimate includes equipment and operating costs for onsite and offsite operations and is based on existing methodology. Uncertainties associated with environmental remediation contingencies are pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability. It is possible that cash flows and results of operations could be affected by the impact of the ultimate resolution of this contingency. 13 Item 3. Qualitative and Quantitative Disclosures About Market Risk The Company manufactures its products in the United States and Canada. Sales of the Company's products are made in the U.S. and Canada, as well as other foreign markets. The Company is potentially subject to foreign currency exchange rate risk relating to receipts from customers and payments to suppliers in foreign currencies. As a result, the Company's financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company operates. However, few receivables and payables are denominated in foreign currency. The Company does not consider the market risk exposure relating to currency exchange to be material. The Company has financial instruments that are subject to interest rate risk, principally short-term investments. Historically, the Company has not experienced material gains or losses due to such interest rate changes. Based on the current holdings of short-term investments, the interest rate risk is not believed to be material. Item 4. Controls and Procedures The Company maintains a system of internal accounting policies, procedures, and controls intended to provide reasonable assurance, at appropriate cost, that all material transactions are executed in accordance with Company authorization and are properly recorded and reported in the financial statements, and that assets are adequately safeguarded. The Company also maintains a system of disclosure controls and procedures to ensure that information required to be disclosed in Company reports, filed or submitted under the Securities Exchange Act of 1934, is properly reported in the Company's periodic and other reports. As of December 31, 2002, an evaluation was updated by the Company's management, including the CEO and CFO, on the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures continue to be effective as of December 31, 2002. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to December 31, 2002. PART II OTHER INFORMATION Item 1. Legal Proceedings Various litigation is pending against the Company, in many cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are non-routine. The Company and its subsidiaries are also involved in certain compliance issues with the United States Environmental Protection Agency (EPA) and various state agencies, including being named as a potentially responsible party at several sites. Potentially responsible parties (PRPs) can be held jointly and severally liable for the clean-up costs at any specific site. The Company's past experience, however, has indicated that when it has contributed only relatively small amounts of materials or waste to a specific site relative to other PRPs, its ultimate share of any clean-up costs has been minor. Based upon available information, the Company believes it has contributed only small amounts to those sites in which it is currently viewed as a potentially responsible party. In February 1997, several lawsuits were filed against Sparton's wholly owned subsidiary, Sparton Technology, Inc. (STI), alleging that Sparton Technology's Coors Road facility presented an imminent and substantial threat to human health or the environment. On March 3, 2000, a Consent Decree was entered, settling the lawsuits. The Consent Decree represents a judicially enforceable settlement and contains work plans describing remedial activity Sparton Technology agreed to undertake. The remediation activities called for by the work plans have been installed and are either completed or are currently in operation. It is anticipated that ongoing remediation activities will operate for a period of time during which Sparton Technology and the regulatory agencies will analyze their effectiveness. The Company believes that it will take at least three to five years from the date of the Consent Decree, dated March 3, 2000, before the effectiveness of the groundwater containment wells can be established. If ineffective, additional remedies may be imposed at a significantly increased cost. There is no assurance that additional costs greater than the amount accrued will not be incurred or that no adverse changes in environmental laws or their interpretation will occur. 14 Upon entering into the Consent Decree, the Company reviewed its estimates of the future costs expected to be incurred in connection with its remediation of the environmental issues associated with its Coors Road Plant over the next 30 years. The Company increased its accrual for the cost of addressing environmental impacts associated with its Coors Road Plant by $10,000,000 (pre-tax) in December 1999. At December 31, 2002, the remaining undiscounted minimum accrual for EPA remediation approximates $7,763,000. The Company's estimate is based upon existing technology and current costs which have not been discounted. The estimate includes equipment and operating and maintenance costs for the onsite and offsite pump and treat containment systems, a soil vapor extraction program and continued onsite and offsite monitoring. It also includes the required periodic reporting requirements. This estimate does not include legal and related consulting costs which are expensed as incurred. The estimate does not reflect any offset or reduction for monies recovered from various parties currently being pursued as described below. In 1998, Sparton Technology, Inc. commenced litigation in two courts against the United States Department of Energy (DOE) and others seeking reimbursement of Sparton's costs incurred in complying with, and defending against, Federal and state environmental requirements with respect to its former Coors Road plant. Sparton also sought to recover future costs being incurred by the Company on an ongoing basis as a result of continuing remediation at the Coors Road facility. During the first quarter of fiscal 2003, Sparton reached an agreement with the DOE and others to recover certain remediation costs. Under the agreement, Sparton will be reimbursed for a portion of the costs the Company has incurred in its investigation and site remediation efforts at the Coors Road site. Under the settlement terms, Sparton received $4,850,000 from the DOE and others in fiscal 2003, plus an additional $1,000,000 to be received in fiscal 2004. In addition, the DOE has agreed to reimburse Sparton for 37.5% of certain future environmental expenses in excess of $8,400,000 incurred at the site. With the settlement, Sparton received cash and gained some degree of risk protection, with the DOE sharing in costs incurred above the established level. The financial impact of the settlement was recorded in the first quarter of fiscal 2003, ending September 30, 2002. Most of the settlement proceeds (approximately $5,500,000) were recorded as income.

In 1995, Sparton Corporation and Sparton Technology, Inc. (STI) filed a Complaint in the Circuit Court of Cook County, Illinois, against Lumbermens Mutual Casualty Company and American Manufacturers Mutual Insurance Company demanding reimbursement of expenses incurred in connection with its remediation efforts at the Coors Road facility based on various primary and excess comprehensive general liability policies in effect between 1959 and 1975. In 1999, the Complaint was amended to add various other excess insurers, including certain London market insurers and ~~Fireman's~~Fireman’s Fund Insurance Company. The case remains in pretrial activity.

In September 2002, ~~Sparton Technology, Inc.~~STI filed an action in the U.S. District Court for the Eastern District of Michigan to recover certain unreimbursed costs incurred as a result of a manufacturing relationship with two entities, Util-Link, LLC ~~("Util-Link")~~(Util-Link) of Delaware and National Rural Telecommunications Cooperative ~~("NRTC")~~(NRTC) of the District of Columbia. On or about October 21, 2002, the defendants filed a counterclaim seeking money damages, alleging that STI breached its duties in the manufacture of products for the defendants. The defendant Util-Link has asked for damages in the amount of $25,000,000 for lost profits. The defendant NRTC has asked for damages in the amount $20,000,000 for the loss of its investment in and loans to Util-Link. Sparton ~~has not had an opportunity to fully assess the respective claims, but~~ believes that the damages sought by NRTC are included in ~~Util-Link's~~Util-Link’s claim for damages and as such, are duplicative. Sparton also believes the counterclaim to be without merit and intends to vigorously defend against it. This case is in the initial stages of discovery.

~~At this time, the Company is unable to predict the amount of recovery, if any, that may result from the pursuit of these two before-mentioned claims. 15~~

~~Item ~~6. Exhibits~~3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK~~

The Company manufactures its products in the United States and ~~Reports on Form 8-K (a) Exhibits 3.1 Amended Articles of Incorporation~~Canada. Sales of the ~~Registrant, were~~Company’s products are made in the U.S. and Canada, as well as other foreign markets. The Company is potentially subject to foreign currency exchange rate risk relating to intercompany activity and balances and to receipts from customers and payments to suppliers in foreign currencies. Also, adjustments related to the translation of the Company’s Canadian financial statements into U.S. dollars are included in current earnings. As a result, the Company’s financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company operates. However, minimal third party receivables and payables are denominated in foreign currency and, historically, foreign currency gains and losses have not been significant. The Company does not consider the market risk exposure relating to currency exchange to be material.

The Company maintains internal controls over financial reporting intended to provide reasonable assurance, at appropriate cost, that all material transactions are executed in accordance with Company authorization and are properly recorded and reported in the financial statements, and that assets are adequately safeguarded. The Company also maintains a

system of disclosure controls and procedures to ensure that information required to be disclosed in Company reports, filed or submitted under the Securities Exchange Act of 1934, is properly reported in the Company’s periodic and other reports.

As of September 30, 2003, an evaluation was updated by the Company’s management, including the CEO and CFO, on ~~Form 10-Q~~the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures continue to be effective as of September 30, 2003. There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~One of Sparton’s former manufacturing facilities, located in Albuquerque, New Mexico (Coors Road), has been involved with ongoing environmental remediation since the early 1980’s.~~

In December 1999, the Company increased its accrual for the ~~three-month period ended~~cost of addressing environmental impacts associated with its Coors Road facility by $10,000,000 pre-tax. This increase was in response to a Consent Decree settling lawsuits, as well as a related administrative enforcement action, and covered costs expected to be incurred over the next thirty years.

At September 30, ~~2002, and are incorporated herein by reference. 3.2 By-laws~~2003, Sparton has a remaining accrual of $7,397,000 as its estimate of the ~~Registrant,~~minimum future undiscounted financial liability with respect to this matter, of which $643,000 is classified as ~~amended, were filed~~a current liability and included on ~~Form 10-Q~~the balance sheet in accrued liabilities. The Company’s minimum cost estimate is based upon existing technology and excludes legal and related consulting costs, which are expensed as incurred. The Company’s estimate includes equipment and operating costs for onsite and offsite pump and treat containment systems, a soil vapor extraction program and continued onsite and offsite monitoring.

Factors which cause uncertainties for the ~~three-month period ended December 31, 2000,~~Company include, but are not limited to, the effectiveness of the current work plans in achieving targeted results and proposals of regulatory agencies for desired methods and outcomes. It is possible that cash flows and results of operations could be significantly affected by the impact of changes associated with the ultimate resolution of this contingency. Uncertainties associated with environmental remediation contingencies are ~~incorporated herein by reference. (b) Reports on Form 8-K filed~~pervasive and often result in wide ranges of reasonably possible outcomes. Estimates developed in the ~~second~~early stages of remediation can vary significantly. Normally a finite estimate of cost does not become fixed and determinable at a specific point in time. Rather, the costs associated with environmental remediation become estimable over a continuum of events and activities that help to frame and define a liability. It is possible that cash flows and results of operations could be materially affected by the impact of the ultimate resolution of this contingency.

During the first quarter of fiscal ~~2003: o On November 14, 2002,~~2003, Sparton reached an agreement with the ~~Company filed on Form 8-K, Item 9. Regulation FD Disclosure, Officer's Certification, under Section 906~~United States Department of Energy (DOE) and others to recover certain remediation costs. Under the settlement terms, Sparton received $4,850,000 from the DOE and others in fiscal 2003, plus an additional $1,000,000, which was received during the first quarter of fiscal 2004. In addition, the DOE has agreed to reimburse Sparton for 37.5% of certain future environmental expenses in excess of $8,400,000 incurred at the site. The settlement concluded a very lengthy negotiation process and two court actions, one in the Federal Court of Claims and one in the Federal District Court in Albuquerque, New Mexico. With the settlement, Sparton received cash and gained some degree of risk protection, with the DOE agreeing to reimburse future costs incurred above the established level. The financial impact of the ~~Sarbanes-Oxley Act~~settlement was recorded in the first quarter of fiscal 2003 with $5,500,000 recorded as operating income.

based on various primary and excess comprehensive general liability policies in effect between 1959 and 1975. In 1999, the Complaint was amended to add various other excess insurers, including certain London market insurers and Fireman’s Fund Insurance Company. The case remains in pretrial activity.

In September 2002, ~~relating to~~Sparton Technology, Inc. (STI) filed an action in the ~~Registrant's Quarterly Report on Form 10-Q~~U.S. District Court for the ~~three-month period ended September 30, 2002. o~~Eastern District of Michigan to recover certain unreimbursed costs incurred as a result of a manufacturing relationship with two entities, Util-Link, LLC (Util-Link) of Delaware and National Rural Telecommunications Cooperative (NRTC) of the District of Columbia. On ~~November~~or about October 21, 2002, the ~~Company~~defendants filed ~~on Form 8-K, Item 4. Changes~~a counterclaim seeking money damages, alleging that STI breached its duties in ~~Registrant's Certifying Accountant, reporting~~ the ~~resignation~~manufacture of products for the defendants. The defendant Util-Link has asked for damages in the amount of $25,000,000 for lost profits. The defendant NRTC has asked for damages in the amount $20,000,000 for the loss of its ~~certifying accountant Ernst & Young, LLP. o On December 20, 2002,~~investment in and loans to Util-Link. Sparton believes that the damages sought by NRTC are included in Util-Link’s claim for damages and as such, are duplicative. Sparton also believes the counterclaim to be without merit and intends to vigorously defend against it. This case is in the initial stages of discovery.

~~At this time, the Company ~~filed on Form~~is unable to predict the amount of recovery, if any, that may result from the pursuit of these two before-mentioned claims.~~

Item 6. EXHIBITS AND REPORTS ON FORM 8-K ~~Item 4. Changes in Registrant's Certifying Accountant, reporting the selection of its new certifying accountant BDO Seidman, LLP.~~

	•		On July 29, 2003, the Company filed on Form 8-K, Item 5. Other Events; the Company issued a press release announcing it is in the exploratory stages of developing a plan to expand its manufacturing operations in Southeast Asia.

	•		On August 29, 2003, the Company filed on Form 8-K, Item 12. Results of Operation and Financial Condition; the Company issued a press release announcing the financial results of the fourth quarter and fiscal year ended June 30, 2003.

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. SPARTON CORPORATION -------------------------- Registrant Date: February 14, 2003 /s/ DAVID W. HOCKENBROCHT -------------------------- David W. Hockenbrocht, CEO and President Date: February 14, 2003 /s/ RICHARD L. LANGLEY -------------------------- Richard L. Langley, Chief Financial Officer 16 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, DAVID W. HOCKENBROCHT, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sparton Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: February 14, 2003 /s/ DAVID W. HOCKENBROCHT ------------------------------ David W. Hockenbrocht, CEO 17 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, RICHARD L. LANGLEY, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sparton Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: February 14, 2003 /s/ RICHARD L. LANGLEY ------------------------------ Richard L. Langley, CFO 18


Part I. Financial Information
	Item 1. Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets ~~December 31~~(Unaudited)
		Condensed Consolidated Statements of Operations (Unaudited)
		Condensed Consolidated Statements of Cash Flows (Unaudited)
		Notes to Condensed Consolidated Financial Statements
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
	Item 1. LEGAL PROCEEDINGS
	Item 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EX-31.1 302 CERT FOR CEO
EX-31.2 302 CERT FOR CFO
EX-32.1 906 CERT FOR CEO
EX-32.2 906 CERT FOR CFO


Item 1.	Financial Statements (Unaudited)




	Condensed Consolidated Balance Sheets September 30 and June 30, ~~2002 ....................................................~~ 2003	3




	Condensed Consolidated Statements of Operations Three-Month ~~and Six-Month~~ Periods ended ~~December 31,~~September 30, 2003 and 2002 ~~and 2001 ...........~~	4




	Condensed Consolidated Statements of Cash Flows ~~Six-Month~~Three-Month Periods ended ~~December 31,~~September 30, 2003 and 2002 ~~and 2001 .........................~~	5




	Notes to Condensed Consolidated Financial Statements ~~..............~~	6




Item 2. ~~Management's~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~.......................~~	10




Item 3.	Quantitative and Qualitative Disclosures About Market Risk ~~............................................... 14~~	12




Item 4.	Controls and Procedures ~~................................... 14 Part II.Other Information~~	12


					*September*		*June*
Assets




Current assets:




	Cash and cash equivalents				$	13,368,808	$	10,562,222




	Investment securities					23,490,651		23,214,783




	Accounts receivable:




		Trade				19,802,031		28,236,904




		EPA settlement				—		1,000,000




	Income taxes recoverable					616,557		—




	Inventories and costs on contracts in progress, less progress payments of $7,092,000 at September 30 ($8,317,000 at June 30)					35,347,263		31,809,088
	Prepaid expenses					949,577		1,174,618





			Total Current assets			93,574,887		95,997,615




Pension asset						6,144,077		6,176,085




Other assets						5,733,747		5,583,577




Property, plant and equipment, net						8,234,858		8,256,593

				Total Assets	$	113,687,569	$	116,013,870

Liabilities and Shareowners’ Equity




Current liabilities:




	Account payable				$	9,731,653	$	8,893,348




	Salaries and wages					3,959,158		3,879,947




	Accrued liabilities					4,125,783		4,532,795




	Income taxes payable					—		709,443

			Total Current liabilities			17,816,594		18,015,533




Environmental remediation						6,754,473		6,830,131




Shareowners’ equity:




	Preferred stock, no par value; 200,000 shares authorized, none outstanding					—		—




	Common stock, $1.25 par value; 15,000,000 shares authorized, 7,947,608 and 7,943,671 shares outstanding at September 30 and June 30, respectively					9,934,510		9,929,589




	Capital in excess of par value					3,025,752		3,015,989




	Accumulated other comprehensive income					473,587		359,486




	Retained earnings					75,682,653		77,863,142

			Total Shareowners’ equity			89,116,502		91,168,206

				Total Liabilities and Shareowners’ equity	$	113,687,569	$	116,013,870


			2003			2002
Net sales			$	36,424,801		$	36,767,907




Costs of goods sold				35,990,843			33,003,645

				433,958			3,764,262




Selling and administrative (income) expenses:




	Selling and administrative			3,759,004			3,524,214




	EPA related — net			74,000			(5,347,000	)

				3,833,004			(1,822,786	)

Operating income (loss)				(3,399,046	)		5,587,048




Other income (expenses):




	Interest and investment income			230,542			117,297




	Equity income (loss) in investment			21,000			(39,000	)




	Other — net			(58,985	)		14,490

				192,557			92,787

Income (loss) before income taxes				(3,206,489	)		5,679,835




Provision (credit) for income taxes				(1,026,000	)		2,102,000

		Net income (loss)	$	(2,180,489	)	$	3,577,835

Basic and diluted earnings (loss) per share			$	(0.27	)	$	0.47


			2003			2002
Cash flows provided (used) by Operating Activities:




	Net income (loss)		$	(2,180,489	)	$	3,577,835




	Add (deduct) noncash items affecting operations:




		Depreciation, amortization and accretion		365,273			363,426




		EPA settlement		1,000,000			(5,500,000	)




		Change in pension asset		32,008			14,778




		Loss on sale of investments		13,880			18,995




		Equity (gain) loss in investment		(21,000	)		39,000




		Other		54,050			35,654




	Add (deduct) changes in operating assets and liabilities:




		Accounts receivable		8,434,873			(1,641,465	)




		Income taxes recoverable		(616,557	)		1,055,965




		Inventories and prepaid expenses		(3,313,134	)		2,179,749




		Accounts payable, salaries and wages, accrued liabilities and income taxes		(274,597	)		1,146,454

				3,494,307			1,290,391




Cash flows provided (used) by Investing Activities:




	Purchases of investment securities			(908,720	)		(3,033,817	)




	Proceeds from sale of investment securities			400,000			450,339




	Purchases of property, plant and equipment — net			(343,538	)		(374,230	)




	Other, principally noncurrent other assets			149,852			273,632

				(702,406	)		(2,684,076	)




Cash flows provided by Financing Activities:




	Proceeds from exercise of stock options			14,685			15,312

Increase (decrease) in cash and cash equivalents				2,806,586			(1,378,373	)




	Cash and cash equivalents at beginning of period			10,562,222			8,687,873

Cash and cash equivalents at end of period			$	13,368,808		$	7,309,500

Supplemental disclosures of cash paid (refunded) during the period:




	Income taxes — net		$	300,000		$	(693,000	)


Item 1.	Legal Proceedings ~~......................................... 14~~	13




Item 6.	Exhibits and Reports on Form 8-K ~~.......................... 16~~	14




	Signatures ~~................................................................ 16 Certifications ............................................................ 17~~	15


			2003			2002
Net income (loss), as reported			$	(2,180,489	)	$	3,577,835




Deduct: Total stock-based compensation expense determined under the fair value based method for all awards, net of tax effects				47,880			43,313

		Pro forma net income (loss)	$	(2,228,369	)	$	3,534,522

Pro forma earnings (loss) per share:




	Basic earnings (loss) per share — after January 2003 stock dividend		$	(0.28	)	$	0.45

	Diluted earnings (loss) per share — after January 2003 stock dividend		$	(0.28	)	$	0.44


	*September 30, 2003*		*June 30, 2003*
Raw materials	$	16,139,000	$	20,157,000




Work in process and finished goods		19,208,000		11,652,000

	$	35,347,000	$	31,809,000


		2003			2002
Basic — weighted average shares outstanding			7,946,495			7,941,260




Effect of dilutive stock options			—			179,097

	Weighted average diluted shares outstanding		7,946,495			8,120,357

Basic earnings (loss) per share		$	(0.27	)	$	0.45

Diluted earnings (loss) per share		$	(0.27	)	$	0.44


				Years

				Within 1		1 to 5		5 to 10		Over 10		Total

Debt securities:




	Corporate — primarily U.S			$	1,224,000	$	6,923,000	$	1,882,000	$	—	$	10,029,000




	U.S. government and federal agency				407,000		3,575,000		1,592,000		—		5,574,000




	State and municipal				101,000		3,079,000		1,677,000		694,000		5,551,000

		Total debt securities			1,732,000		13,577,000		5,151,000		694,000		21,154,000




Equity securities — primarily preferred stock					—		—		—		—		2,337,000

			Total investment securities	$	1,732,000	$	13,577,000	$	5,151,000	$	694,000	$	23,491,000


(a)	Exhibits




	3 & 4	Amended Articles of Incorporation of the Registrant were filed on Form 10-Q for the three-month period ended September 30, 2002, and are incorporated herein by reference.




		Amended By-laws of the Registrant were filed on Form 10-Q for the three-month period ended December 31, 2000, and are incorporated herein by reference.




		Amended Code of Regulation of the Registrant were filed with Form 10-Q for the three-month period ended September 30, 1982, and are incorporated herein by reference.




	31.1	Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.




	31.2	Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.




	32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




	32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




(b)	Reports on Form 8-K filed in the first quarter of fiscal 2004:


		SPARTON CORPORATION Registrant

Date: November 5, 2003		/s/ DAVID W. HOCKENBROCHT David W. Hockenbrocht, CEO and President

Date: November 5, 2003		/s/ RICHARD L. LANGLEY Richard L. Langley, Chief Financial Officer