Twin Disc (TWIN) 8-K/A Completion of Acquisition or Disposition of Assets

Unaudited Pro Forma Consolidated Statements of Earnings
For the Fiscal Year Ended June 30, 2005
(dollars in thousands, except per share data)
				Pro Forma	Pro Forma
		Twin Disc	BCS	Adjustments	Consolidated
Net sales		218,472	26,809	(636) (2)	244,645
Cost of goods sold		161,052	23,176	(5,362) (3)	178,357
				(636) (2)
				414 (4)
				(287) (6)
	Gross profit	57,420	3,633	4,726	66,288
Marketing, engineering and administrative expenses		44,666	-	5,362 (3)	50,904
				963 (4)
				(87) (5)
Restructuring of operations		2,076			2,076
Earnings from operations		10,678	3,633	(1,512)	13,308
Other income (expense):
	Interest income	140			140
	Interest expense	(1,134)	(69)	(1,408) (1)	(2,611)
	Other, net	(192)	3		(189)
	Earnings before income taxes and minority
	interest	9,492	3,567	(2,920)	10,648
Income Taxes		2,485	1,470	(1,197) (7)	2,758
	Earnings before minority interest	7,007	2,097	(1,723)	7,891
Minority Interest		(97)			(97)
	Net Income	6,910	2,097	(1,723)	7,794
Earnings per share data:
	Basic earnings per share	2.42			2.72
	Diluted earnings per share	2.38			2.68
Weighted average shares outstanding data:
	Basic shares outstanding	2,861			2,861
	Dilutive stock options	47			47
	Diluted shares outstanding	2,908	-	-	2,908
1)	Interest Expense - on the incremental debt assumed upon acquisition, at 6.05%.
		Incremental Debt		23,274
		Interest Rate		6.05%
		Months		12
		Interest Expense		1,408
2)	Eliminate intercompany trading activity between BCS and existing Twin Disc subsidiaries
		Sales to TD Italia		321
		Sales to Technodrive		137
		Sales to TD Southeast		178
				636

3)	Reflects the reclassification of an estimate of costs classified as cost of sales by BCS to conform to Twin Disc's classification as marketing, engineering and administrative.
4)	Reflects the expected amortization of identifiable finite-lived intangible assets acquired as part of the BCS acquisition and the incremental depreciation on the write-up of the fixed assets to fair value.

	- non-compete agreements	769	ME&A
	- customer relationships	160	ME&A
	- distribution network	34	ME&A
	- incremental depreciation	414	COGS
		1,377
5)	Eliminate historical amortization of intangibles	87
6)	Eliminate historical depreciation	287

7)	Tax effects of the pro forma adjustments have been calculated based on the BCS effective rate of 41%.
8)	Not reflected in the unaudited pro forma consolidated statement of earnings above is the amortization of the purchase accounting adjutstemnt to record inventory at its fair value. This adjustment is excluded as it will impact the first year only, and thus is not reflective of the ongoing results of the combined operations.