EXHIBIT 99-A


                   FACTORS AFFECTING FUTURE OPERATING RESULTS

From time to time, the Company, through its management, may make forward-looking
statements reflecting the Company's current views with respect to future events
and financial performance. These forward-looking statements, which may be in
reports filed under the Securities Exchange Act of 1934, as amended ( The
"Exchange Act"), in press releases and in other documents and materials as well
as in written or oral statements made by or on behalf of the company, are
subject to certain risks and uncertainties, including those discussed below
which could cause actual results to differ materially from historical results or
those anticipated. The words or phrases " will likely result," "are expected
to," "will continue," "estimate," "project," "believe," "expect," "anticipate,"
"forecast" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 21e of the Exchange Act and Section 27A
of the Securities Act of 1933, as amended, as enacted by the Private Securities
Litigation Reform Act of 1995.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date such statements are made. In
addition, the company wishes to advise readers that the factors listed below, as
well as other factors could affect the company's financial or other performance
and could cause the Company's actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods or events in any current statement. This discussion of factors is not
intended to be exhaustive, but rather to highlight important risk factors that
impact results. General economic and political conditions and many other
contingencies that may cause the Company's actual results to differ from those
currently anticipated are not separately discussed. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

RISKS ASSOCIATED WITH CURRENCY FLUCTUATIONS

The Company maintains international subsidiaries and operations in many
countries, and the results of operations and the financial position of each of
the company's subsidiaries is reported in the relevant foreign currency and then
translated into United States ("U.S.") dollars at the applicable foreign
currency exchange rate for inclusion in the Company's consolidated financial
statements. As exchange rates between these foreign currencies and the U.S.
dollar fluctuate, the translation effect of such fluctuations may have an
adverse effect on the Company's results of operations or financial position as
reported in U.S. dollars.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

The Company does business and has manufacturing operations in numerous countries
and regions, including China, Hong Kong, India, Indonesia, Japan, Korea,
Malaysia, Philippines, Singapore and other Asia-Pacific countries, Western and
Eastern Europe, the Middle East, Africa, Canada, Mexico, Central America and
South America. The stability, growth and profitability of this portion of the
company's business may be affected by changes in political and military events,
trade, monetary and fiscal policies and the laws and regulations of the United
States and other trading nations. In addition, the Company's international
operations are subject to the risk of new and different political and military
events, legal and regulatory requirements in local jurisdictions, tariffs and
trade barriers, potential difficulties in staffing and managing local
operations, credit risk of local customers and distributors, potential
difficulties in protecting intellectual property,




risk of nationalization of private enterprises, potential imposition of
restrictions on investments, potentially adverse tax consequences, including
imposition or increase of withholding and other taxes on remittances and other
payments by subsidiaries, and local economic, political and social conditions,
including the possibility of hyper-inflationary conditions, in certain
countries. If for whatever reason, the U.S. were to enter a recession, then
demand for Company products would be negatively impacted in North America and
throughout the rest of the world.

COMPETITION AND TECHNOLOGY ISSUES

The markets in which the Company operates are highly competitive and fragmented
both geographically and by application. As a result, the Company competes with
numerous regional or specialized competitors, many of which are well established
in their respective markets. The Company has, from time to time, experienced
price pressures from competitors in certain product lines and geographic
markets. The Company's competitors and new entrants into the Company's lines of
business can be expected to continue to improve the design and performance of
their products and to introduce new products with competitive price and
performance characteristics. Competition in the Company's lines of business may
limit its ability to recover future increases in labor and raw material
expenses. Although the Company believes that it has certain technological and
other advantages over its competitors, realizing and maintaining these
advantages will require continued productive investment by the Company in
research and development, sales and marketing and customer service and support.
There can be no assurance that the Company will be successful in maintaining
such advantages. Successful product innovation by competitors that reach the
market prior to comparable innovation by the Company or that are amenable to
patent protection may adversely affect the Company's financial performance.

A number of the Company's major OEM customers manufacture products for their own
use that compete with the Company's products. Although these OEM customers have
indicated that they will continue to rely on outside suppliers, the OEMs could
elect to manufacture products for their own use and in place of the products now
supplied by the Company. In addition, customers of the Company's engine
filtration and exhaust products business line could decide to meet their
filtration requirements through alternative methods, such as engine design
modifications, rather than rely on the Company's products.

RISKS RELATING TO ACQUISITIONS

The Company has in the past and may in the future pursue acquisitions of
complementary product lines, technologies or businesses. It also completed the
acquisition of ultrafilter international A.G. at the end of fiscal 2002.
Acquisitions by the Company may result in potentially dilutive issuance's of
equity securities, the incurrence of debt and contingent liabilities and
amortization expenses related to goodwill and other intangible assets, which
could adversely affect the Company's profitability. In addition, acquisitions
involve numerous risks, including difficulties in the assimilation of the
operations, technologies and products of the acquired companies, corporate
culture conflicts, the diversion of management's attention from other business
concerns, assumption of unanticipated legal liabilities and the potential loss
of key employees of the acquired company. There can be no assurance that the
Company will be able to identify and successfully complete and integrate
acquisitions. There can be no assurance as to the effect of acquisitions on the
Company's business or operating results.





ENVIRONMENTAL MATTERS

The Company is subject to various environmental laws and regulations in the
jurisdictions in which it operates, including those relating to air emissions,
wastewater discharges, the handling and disposal of solid and hazardous wastes
and the remediation of contamination associated with the use and disposal of
hazardous substances. The Company, like many of its competitors, has incurred
and will continue to incur, capital and operating expenditures and other costs
in complying with such laws and regulations in both the United States and
abroad.

PRODUCT DEMAND CONSIDERATIONS

Demand for certain of the Company's products tends to be cyclical, responding
historically to varying levels of construction, agricultural, heavy equipment
manufacturing, mining and industrial activity in the United States and in other
industrialized nations. Other factors affecting demand include the availability
and cost of financing for equipment purchases and the market availability of
used equipment.

Sales to each of Caterpillar, Inc. and its subsidiaries and General Electric and
its subsidiaries have accounted for greater than 10 percent of the Company's net
sales in one or more of the last four fiscal years. An adverse change in
Caterpillar's or General Electric's financial performance, condition or results
of operations or a material reduction in sales to this customer for any other
reason could negatively impact the Company's operating results.

AVAILABILITY OF PRODUCT COMPONENTS

The Company obtains raw material and certain manufactured components from
third-party suppliers, including significant purchases of steel. The Company
maintains limited raw material inventories, even brief unanticipated delays in
delivery or increases in prices by suppliers, including those due to capacity
constraints, labor disputes, tariffs, impaired financial condition of suppliers,
weather emergencies or other natural disasters, may adversely affect the
Company's ability to satisfy its customers on delivery and pricing and thereby
affect the Company's financial performance.

CHANGES IN THE MIX OF PRODUCTS COMPRISING REVENUE

The Company's products constitute various product lines, which have varying
profit margins. A change in the mix of products sold by the Company from that
currently experienced could adversely affect the Company's financial
performance.

RESEARCH AND DEVELOPMENT

The Company makes significant annual investment in research and development
activities to develop new and improved products and manufacturing processes.
There can be no assurance that research and development activities will yield
new or improved products or products which will be purchased by the Company's
customers, or new and improved manufacturing processes.