GRACO INC - Quarter Report: 2013 September (Form 10-Q)

Form 10_Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

For the quarterly period ended September 27, 2013

Commission File Number: 001-09249

GRACO INC.

(Exact name of registrant as specified in its charter)


Minnesota				41-0285640
(State of incorporation)				(I.R.S. Employer Identification Number)

88 - 11^th Avenue N.E.

Minneapolis, Minnesota

55413

(Address of principal executive offices)

(Zip Code)

(612) 623-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes X No

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


Large Accelerated Filer	X	Accelerated Filer
Non-accelerated Filer		Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

61,233,000 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of October 17, 2013.

INDEX


			Page Number

PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Statements of Earnings	3
		Consolidated Statements of Comprehensive Income	3
		Consolidated Balance Sheets	4
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

	Item 4.	Controls and Procedures	24

PART II	OTHER INFORMATION

	Item 1A.	Risk Factors	25

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

	Item 6.	Exhibits	26

SIGNATURES

EXHIBITS


Item 1.		PART I

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited) (In thousands except per share amounts)


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Net Sales	$	277,035	$	256,472	$	832,101	$	758,778
Cost of products sold		126,162		116,539		371,845		347,136

Gross Profit		150,873		139,933		460,256		411,642
Product development		12,508		12,485		37,396		36,625
Selling, marketing and distribution		44,297		41,230		132,207		121,803
General and administrative		24,342		29,887		74,213		86,439

Operating Earnings		69,726		56,331		216,440		166,775
Interest expense		4,450		5,233		13,837		14,281
Other expense (income), net		(8,425)		(3,233)		(23,671)		(6,170)

Earnings Before Income Taxes		73,701		54,331		226,274		158,664
Income taxes		17,600		17,200		60,200		51,800

Net Earnings	$	56,101	$	37,131	$	166,074	$	106,864


Per Common Share
Basic net earnings	$	0.91	$	0.61	$	2.71	$	1.77
Diluted net earnings	$	0.89	$	0.60	$	2.65	$	1.73
Cash dividends declared	$	0.25	$	0.23	$	0.75	$	0.68

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) (In thousands)


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Net Earnings	$	56,101	$	37,131	$	166,074	$	106,864
Other comprehensive income (loss)
Cumulative translation adjustment		8,866		3,440		3,011		(6,018)
Pension and postretirement medical liability adjustment		2,304		2,394		7,090		7,203
Income taxes
Pension and postretirement medical liability adjustment		(835)		(862)		(2,555)		(2,593)

Other comprehensive income (loss)		10,335		4,972		7,546		(1,408)

Comprehensive Income	$	66,436	$	42,103	$	173,620	$	105,456

See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	Sep 27, 2013		Dec 28, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	17,267	$	31,120
Accounts receivable, less allowances of $6,300 and $6,600		194,859		172,143
Inventories		132,745		121,549
Deferred income taxes		19,292		17,742
Investment in businesses held separate		422,297		426,813
Other current assets		8,315		7,629

Total current assets		794,775		776,996

Property, Plant and Equipment
Cost		400,454		389,067
Accumulated depreciation		(250,868)		(237,523)

Property, plant and equipment, net		149,586		151,544
Goodwill		181,543		181,228
Other Intangible Assets, net		143,713		151,773
Deferred Income Taxes		39,456		38,550
Other Assets		22,827		21,643

Total Assets	$	1,331,900	$	1,321,734

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable to banks	$	9,463	$	8,133
Trade accounts payable		32,930		28,938
Salaries and incentives		35,235		34,001
Dividends payable		15,422		15,206
Other current liabilities		70,742		65,393

Total current liabilities		163,792		151,671

Long-term Debt		404,315		556,480
Retirement Benefits and Deferred Compensation		140,735		137,779
Deferred Income Taxes		21,764		21,690

Shareholders’ Equity
Common stock		61,280		60,767
Additional paid-in-capital		333,959		287,795
Retained earnings		282,254		189,297
Accumulated other comprehensive income (loss)		(76,199)		(83,745)

Total shareholders’ equity		601,294		454,114

Total Liabilities and Shareholders’ Equity	$	1,331,900	$	1,321,734

See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)


	Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012
Cash Flows From Operating Activities
Net Earnings	$	166,074	$	106,864
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization		27,748		28,444
Deferred income taxes		(5,873)		(4,663)
Share-based compensation		11,178		10,035
Excess tax benefit related to share-based payment arrangements		(5,100)		(3,300)
Change in
Accounts receivable		(23,685)		(5,517)
Inventories		(11,012)		6,580
Trade accounts payable		2,771		(1,203)
Salaries and incentives		114		(6,675)
Retirement benefits and deferred compensation		9,819		746
Other accrued liabilities		11,189		(781)
Other		(2,188)		1,471

Net cash provided by operating activities		181,035		132,001

Cash Flows From Investing Activities
Property, plant and equipment additions		(15,218)		(13,780)
Acquisition of businesses, net of cash acquired		-		(240,068)
Investment in businesses held separate		4,516		(426,813)
Proceeds from sale of assets		1,600		-
Other		(770)		(2,116)

Net cash used in investing activities		(9,872)		(682,777)

Cash Flows From Financing Activities
Borrowings (payments) on short-term lines of credit, net		1,265		(1,116)
Borrowings on long-term line of credit		313,560		546,220
Payments on long-term line of credit		(465,725)		(256,600)
Payments of debt issuance costs		-		(1,921)
Excess tax benefit related to share-based payment arrangements		5,100		3,300
Common stock issued		33,598		27,057
Common stock repurchased		(28,438)		(682)
Cash dividends paid		(45,834)		(40,654)

Net cash provided by (used in) financing activities		(186,474)		275,604

Effect of exchange rate changes on cash		1,458		(663)

Net increase (decrease) in cash and cash equivalents		(13,853)		(275,835)
Cash and cash equivalents
Beginning of year		31,120		303,150

End of period	$	17,267	$	27,315

See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The consolidated balance sheet of Graco Inc. and Subsidiaries (the “Company”) as of September 27, 2013 and the related statements of earnings for the thirteen and thirty-nine weeks ended September 27, 2013 and September 28, 2012, and cash flows for the thirty-nine weeks ended September 27, 2013 and September 28, 2012 have been prepared by the Company and have not been audited.

In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 27, 2013, and the results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2012 Annual Report on Form 10-K.

The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.

2.	The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Net earnings available to common shareholders	$	56,101	$	37,131	$	166,074	$	106,864

Weighted average shares outstanding for basic earnings per share		61,333		60,570		61,222		60,369

Dilutive effect of stock options computed using the treasury stock method and the average market price		1,663		1,208		1,526		1,271

Weighted average shares outstanding for diluted earnings per share		62,996		61,778		62,748		61,640

Basic earnings per share	$	0.91	$	0.61	$	2.71	$	1.77

Diluted earnings per share	$	0.89	$	0.60	$	2.65	$	1.73

Stock options to purchase 387,000 and 945,000 shares were not included in the September 27, 2013 and September 28, 2012 computations of diluted earnings per share, respectively, because they would have been anti-dilutive.

3.	Information on option shares outstanding and option activity for the thirty-nine weeks ended September 27, 2013 is shown below (in thousands, except per share amounts):


	Option Shares			Weighted Average Exercise Price		Options Exercisable		Weighted Average Exercise Price
Outstanding, December 28, 2012		5,192		$	34.85		3,194	$	32.99
Granted		563			58.80
Exercised		(739	)		33.39
Canceled		(18	)		39.99

Outstanding, September 27, 2013		4,998		$	37.74		3,230	$	32.80

The Company recognized year-to-date share-based compensation of $11.2 million in 2013 and $10.0 million in 2012. As of September 27, 2013, there was $11.2 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 1.9 years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions and results:


	Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012
Expected life in years		6.5		6.5
Interest rate		1.2 %		1.3 %
Volatility		36.3 %		36.6 %
Dividend yield		1.7 %		1.8 %
Weighted average fair value per share	$	18.29	$	15.61

Under the Company’s Employee Stock Purchase Plan, the Company issued 197,000 shares in 2013 and 239,000 shares in 2012. The fair value of the employees’ purchase rights under this Plan was estimated on the date of grant. The benefit of the 15 percent discount from the lesser of the fair market value per common share on the first day and the last day of the plan year was added to the fair value of the employees’ purchase rights determined using the Black-Scholes option-pricing model with the following assumptions and results:


	Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012
Expected life in years		1.0		1.0
Interest rate		0.2 %		0.2 %
Volatility		26.0 %		40.6 %
Dividend yield		1.7 %		1.7 %
Weighted average fair value per share	$	14.16	$	15.58

In the first quarter of 2013, the Company granted 4,000 Restricted Share Awards to certain key employees that will vest on the fourth anniversary of the date of grant. The Company also granted 1,700 Restricted Share Units to a key employee that will vest on the third anniversary of the date of grant. The market value of the awards and units at the date of grant will be charged to operations over the vesting periods. The expense related to these arrangements is not significant.

4.	The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Pension Benefits
Service cost	$	1,948	$	1,565	$	5,538	$	4,579
Interest cost		3,627		3,458		10,625		10,256
Expected return on assets		(4,625)		(4,188)		(13,874)		(11,872)
Amortization and other		2,964		2,918		8,256		8,413

Net periodic benefit cost	$	3,914	$	3,753	$	10,545	$	11,376


Postretirement Medical
Service cost	$	160	$	167	$	470	$	442
Interest cost		228		240		721		740
Amortization		(32)		(122)		(134)		(197)

Net periodic benefit cost	$	356	$	285	$	1,057	$	985

5.	Changes in components of accumulated other comprehensive income (loss), net of tax were (in thousands):


	Pension and Post- retirement Medical		Cumulative Translation Adjustment		Total
Thirteen Weeks Ended September 27, 2013
Beginning balance	$	(76,650)	$	(9,884)	$	(86,534)
Other comprehensive income before reclassifications		-		8,866		8,866
Amounts reclassified from accumulated other comprehensive income		1,469		-		1,469

Ending balance	$	(75,181)	$	(1,018)	$	(76,199)


Thirty-nine Weeks Ended September 27, 2013
Beginning balance	$	(79,716)	$	(4,029)	$	(83,745)
Other comprehensive income before reclassifications		-		3,011		3,011
Amounts reclassified from accumulated other comprehensive income		4,535		-		4,535

Ending balance	$	(75,181)	$	(1,018)	$	(76,199)

Amounts related to pension and postretirement medical adjustments are reclassified to pension cost, which is allocated to cost of products sold and operating expenses based on salaries and wages, approximately as follows (in thousands):



`	Thirteen Weeks Ended Sep 27, 2013		Thirty-nine Weeks Ended Sep 27, 2013
Cost of products sold	$	824	$	2,577
Product development		368		1,131
Selling, marketing and distribution		663		1,987
General and administrative		449		1,395

Total before tax	$	2,304	$	7,090
Income tax (benefit)		(835)		(2,555)

Total after tax	$	1,469	$	4,535

6.	The Company has three reportable segments: Industrial (which aggregates four operating segments), Contractor and Lubrication. Sales and operating earnings by segment for the thirteen and thirty-nine weeks ended September 27, 2013 and September 28, 2012 were as follows (in thousands):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Net Sales
Industrial	$	156,654	$	154,704	$	480,500	$	447,027
Contractor		92,942		74,851		269,068		228,943
Lubrication		27,439		26,917		82,533		82,808

Total	$	277,035	$	256,472	$	832,101	$	758,778

Operating Earnings
Industrial	$	49,429	$	47,162	$	156,178	$	138,646
Contractor		21,459		12,835		62,370		43,339
Lubrication		5,497		5,356		17,285		16,988
Unallocated corporate (expense)		(6,659)		(9,022)		(19,393)		(32,198)

Total	$	69,726	$	56,331	$	216,440	$	166,775

Unallocated corporate expenses in 2012 included acquisition-related expenses of $4 million in the third quarter and $15 million for the year-to-date.

Assets by segment were as follows (in thousands):



	Sep 27, 2013		Dec 28, 2012
Industrial	$	573,309	$	567,879
Contractor		166,407		141,094
Lubrication		83,761		84,079
Unallocated corporate		508,423		528,682

Total	$	1,331,900	$	1,321,734

Geographic information follows (in thousands):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27,		Sep 28,		Sep 27,		Sep 28,
	2013		2012		2013		2012
Net sales
(based on customer location)
United States	$	132,503	$	111,426	$	383,756	$	332,048
Other countries		144,532		145,046		448,345		426,730

Total	$	277,035	$	256,472	$	832,101	$	758,778


	Sep 27,		Dec 28,
	2013		2012
Long-lived assets
United States	$	117,849	$	119,331
Other countries		31,737		32,213

Total	$	149,586	$	151,544

7.	Major components of inventories were as follows (in thousands):



	Sep 27,		Dec 28,
	2013		2012

Finished products and components	$	64,767	$	58,703
Products and components in various stages of completion		41,914		44,001
Raw materials and purchased components		66,078		59,190

		172,759		161,894
Reduction to LIFO cost		(40,014)		(40,345)

Total	$	132,745	$	121,549

8.	Information related to other intangible assets follows (dollars in thousands):


	Estimated					Foreign
	Life			Accumulated		Currency		Book
	(years)	Cost		Amortization		Translation		Value
September 27, 2013
Customer relationships	3 - 14	$	117,805	$	(23,893)	$	(339)	$	93,573
Patents, proprietary technology and product documentation	3 - 11		15,325		(5,455)		(57)		9,813
Other	5		25		(5)		-		20


			133,155		(29,353)		(396)		103,406
Not Subject to Amortization:
Brand names			40,400		-		(93)		40,307


Total		$	173,555	$	(29,353)	$	(489)	$	143,713


December 28, 2012
Customer relationships	2 - 14	$	132,245	$	(30,041)	$	(1,510)	$	100,694
Patents, proprietary technology and product documentation	3 - 11		20,830		(9,679)		(147)		11,004
Trademarks, trade names and other	1 - 5		85		(27)		-		58


			153,160		(39,747)		(1,657)		111,756
Not Subject to Amortization:
Brand names			40,580		-		(563)		40,017


Total		$	193,740	$	(39,747)	$	(2,220)	$	151,773

Amortization of intangibles for the quarter was $3.1 million in 2013 and $4.1 million in 2012, and for the year-to-date was $9.6 million in 2013 and $11.0 million in 2012. Estimated annual amortization expense is as follows: $12.5 million in 2013, $9.3 million in 2014, $8.8 million in 2015, $8.5 million in 2016, $8.3 million in 2017 and $65.6 million thereafter.

Changes in the carrying amount of goodwill in 2013 were as follows (in thousands):


	Industrial		Contractor		Lubrication		Total
Beginning balance	$	148,999	$	12,732	$	19,497	$	181,228
Foreign currency translation		1,200		-		-		1,200
Other		(885)		-		-		(885)

Ending balance	$	149,314	$	12,732	$	19,497	$	181,543

9.	Components of other current liabilities were (in thousands):



	Sep 27,		Dec 28,
	2013		2012
Accrued self-insurance retentions	$	6,400	$	6,952
Accrued warranty and service liabilities		7,692		7,943
Accrued trade promotions		6,581		5,669
Payable for employee stock purchases		5,699		7,203
Customer advances and deferred revenue		12,229		10,617
Income taxes payable		12,517		4,305
Other		19,624		22,704

Total other current liabilities	$	70,742	$	65,393

A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors including evaluating specific product warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):



	Thirty-nine Weeks Ended		Year Ended
	Sep 27,		Dec 28,
	2013		2012
Balance, beginning of year	$	7,943	$	6,709
Assumed in business acquisition		-		1,121
Charged to expense		4,369		6,182
Margin on parts sales reversed		1,857		2,244
Reductions for claims settled		(6,477)		(8,313)

Balance, end of period	$	7,692	$	7,943

10.	Assets and liabilities measured at fair value on a recurring basis and fair value measurement level were as follows (in thousands):


		Sep 27,		Dec 28,
	Level	2013		2012
Assets
Cash surrender value of life insurance	2	$	10,641	$	9,483
Forward exchange contracts	2		-		491

Total assets at fair value		$	10,641	$	9,974


Liabilities
Deferred compensation	2	$	3,587	$	3,016
Forward exchange contracts	2		276		-

Total liabilities at fair value		$	3,863	$	3,016

Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.

Long-term notes payable with fixed interest rates have a carrying amount of $300 million and an estimated fair value of $320 million as of September 27, 2013 and $330 million as of December 28, 2012. The fair value of variable rate borrowings approximates carrying value. The Company uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.

11.	The Company accounts for all derivatives, including those embedded in other contracts, as either assets or liabilities and measures those financial instruments at fair value. The accounting for changes in the fair value of derivatives depends on their intended use and designation.

As part of its risk management program, the Company may periodically use forward exchange contracts and interest rate swaps to manage known market exposures. Terms of derivative instruments are structured to match the terms of the risk being managed and are generally held to maturity. The Company does not hold or issue derivative financial instruments for trading purposes. All other contracts that contain provisions meeting the definition of a derivative also meet the requirements of, and have been designated as, normal purchases or sales. The Company’s policy is to not enter into contracts with terms that cannot be designated as normal purchases or sales.

The Company periodically evaluates its monetary asset and liability positions denominated in foreign currencies. The Company enters into forward contracts or options, or borrows in various currencies, in order to hedge its net monetary positions. These instruments are recorded at current market values and the gains and losses are included in other expense (income), net. The notional amount of contracts outstanding as of September 27, 2013 totaled $23 million. The Company believes it uses strong financial counterparts in these transactions and that the resulting credit risk under these hedging strategies is not significant.

The Company uses significant other observable inputs (level 2 in the fair value hierarchy) to value the derivative instruments used to hedge and net monetary positions, including reference to market prices and financial models that incorporate relevant market assumptions. The fair market value and balance sheet classification of such instruments follows (in thousands):


	Balance Sheet	Sep 27,		Dec 28,
	Classification	2013		2012
Gain (loss) on foreign currency forward contracts
Gains		$	38	$	553
Losses			(314)		(62)

Net	Other current liabilities	$	(276)

	Accounts receivable			$	491

12.

On April 2, 2012, the Company completed the purchase of the finishing businesses of Illinois Tool Works Inc. (“ITW”). The acquisition included powder finishing and liquid finishing equipment operations, technologies and brands (separately, the “Powder Finishing” and “Liquid Finishing” businesses). Results of the Powder Finishing businesses have been included in the Industrial segment since the date of acquisition, including $96 million of sales and $14 million of operating earnings in the first nine months of 2013 and $62 million of sales and $4 million of operating earnings in the comparable period of 2012 (starting in the second quarter).

In May 2012, the United States Federal Trade Commission (“FTC”) issued a proposed decision and order which requires Graco to sell the Liquid Finishing business assets no later than 180 days from the date the order becomes final. The FTC has not yet issued its final decision and order.

The Company has retained the services of an investment bank to help it market the Liquid Finishing businesses and identify potential buyers. While it seeks a buyer, Graco must hold the Liquid Finishing business assets separate from its other businesses and maintain them as viable and competitive.

The Company does not have a controlling interest in the Liquid Finishing businesses, nor is it able to exert significant influence over those businesses. Consequently, the Company’s investment in the shares of the Liquid Finishing businesses has been reflected as a cost-method investment on the Consolidated Balance Sheets, and its results of operations have not been consolidated with those of the Company.

As a cost-method investment, income is recognized based on dividends received from after-tax earnings of Liquid Finishing and included in other expense (income) on the Consolidated Statements of Earnings. Dividends received in 2013 totaled $9 million in the third quarter and $24 million year-to-date. Dividends received in 2012 totaled $4 million in the third quarter and $8 million year-to-date (starting in the second quarter). Once the FTC issues its final decision and order, and the Company completes the sale of its investment, there will be no further dividends from Liquid Finishing.

Also in 2013, ITW reimbursed Graco approximately $4.5 million for payments of pre-acquisition tax liabilities paid by Liquid Finishing businesses after the acquisition date. This reimbursement was recorded as a reduction of the cost-method investment on the Consolidated Balance Sheet.

The Company evaluates its cost-method investment for other-than-temporary impairment at each reporting period. As of September 27, 2013, the Company evaluated its investment in Liquid Finishing and determined that there was no impairment.

Sales and operating earnings of the Liquid Finishing businesses were as follows (in thousands):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27,		Sep 28,		Sep 27,		Sep 28,
	2013		2012		2013		2012
Net Sales	$	75,879	$	69,554	$	210,922	$	206,061
Operating Earnings		16,734		15,379		46,712		40,314

The following pro forma information reflects the combined results of Graco and Powder Finishing operations as if the acquisition had occurred at the beginning of 2011 (in thousands, except per share amounts):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27,		Sep 28,		Sep 27,		Sep 28,
	2013		2012		2013		2012
Net Sales	$	277,035	$	256,472	$	832,101	$	789,023
Operating Earnings		69,726		59,916		216,440		191,005
Net Earnings		56,101		39,425		166,074		122,193
Basic earnings per share		0.91		0.65		2.71		2.02
Diluted earnings per share		0.89		0.64		2.65		1.98

Pro forma results for the 2012 year-to-date period reflect additional depreciation and amortization of $2 million, as if the acquisition of Powder Finishing had occurred at the beginning of 2011. Non-recurring acquisition expenses of $4 million for the third quarter and $15 million year-to-date were eliminated from the 2012 pro forma results. Purchase accounting effects of $7 million related to inventory were removed from the year-to-date 2012 pro forma results.


Item 2.		GRACO INC. AND SUBSIDIARIES

		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into three reportable segments: Industrial, Contractor and Lubrication. Key strategies include developing and marketing new products, expanding distribution globally, opening new markets with technology and channel expansion and completing strategic acquisitions.

The following Management’s Discussion and Analysis reviews significant factors affecting the Company’s results of operations and financial condition. This discussion should be read in conjunction with the financial statements and the accompanying notes to the financial statements.

Acquisition

On April 2, 2012, the Company completed the purchase of the finishing businesses of ITW. The acquisition included Powder Finishing and Liquid Finishing equipment operations, technologies and brands. Results of the Powder Finishing business have been included in the Industrial segment since the date of acquisition.

Pursuant to a March 2012 order, the Liquid Finishing businesses were to be held separate from the rest of Graco’s businesses while the United States Federal Trade Commission (“FTC”) considered a settlement with Graco and determined which portions of the Liquid Finishing businesses Graco must divest.

In May 2012, the FTC issued a proposed decision and order which requires Graco to sell the Liquid Finishing business assets, including certain business activities related to the development, manufacture, and sale of products under the Binks^®, DeVilbiss^®, Ransburg^® and BGK^® brand names, no later than 180 days from the date the order becomes final. The FTC has not yet issued its final decision and order.

The Company has retained the services of an investment bank to help it market the Liquid Finishing businesses and identify potential buyers. While it seeks a buyer, Graco must continue to hold the Liquid Finishing business assets separate from its other businesses and maintain them as viable and competitive.

The Company does not control the Liquid Finishing businesses, nor is it able to exert influence over those businesses. Consequently, the Company’s investment in the shares of the Liquid Finishing businesses has been reflected as a cost-method investment, and its financial results have not been consolidated with those of the Company.

and order, and the Company completes the sale of its investment, there will be no further dividends from Liquid Finishing.

Consolidated Results

Net sales, net earnings and earnings per share were as follows (in millions except per share amounts and percentages):


	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		% Change		Sep 27, 2013		Sep 28, 2012		% Change

Net Sales	$	277.0	$	256.5		8%	$	832.1	$	758.8		10%
Net Earnings	$	56.1	$	37.1		51%	$	166.1	$	106.9		55%
Diluted Net Earnings per Common Share	$	0.89	$	0.60		48%	$	2.65	$	1.73		53%

Sales for the quarter increased 8 percent from last year, driven by strong sales in the Contractor segment, along with modest increases in the Industrial and Lubrication segments. Year-to-date sales increased 10 percent, including 4 percentage points from the full-year impact of the Powder Finishing operations acquired in April 2012, and strong growth in Contractor segment sales.

Higher sales and strong gross margin rates, decreases in acquisition-related expenses, higher investment income from Liquid Finishing businesses held separate, and favorable changes in the income tax provision all contributed to significant growth in net earnings for both the quarter and the year-to-date.

Changes in currency translation rates did not have a significant effect on consolidated operating results, but had a more notable impact on regional results. Favorable effects of rate changes in EMEA were offset by unfavorable effects in Asia Pacific.

The following table presents components of changes in sales:


	Quarter
	Segment						Region
	Industrial		Contractor		Lubrication		Americas		EMEA		Asia Pacific		Total
Volume and Price		1 %		24 %		3 %		15 %		4 %		(6)%		8 %
Currency		- %		- %		(1) %		- %		4 %		(3)%		- %

Total		1 %		24 %		2 %		15 %		8 %		(9)%		8 %


	Year-to-Date
	Segment						Region
	Industrial		Contractor		Lubrication		Americas		EMEA		Asia Pacific		Total
Volume and Price		- %		17 %		- %		11 %		1 %		(3)%		6 %
Acquisitions		8 %		- %		- %		2 %		8 %		5%		4 %
Currency		(1)%		1 %		- %		- %		2 %		(2)%		- %

Total		7 %		18 %		- %		13 %		11 %		- %		10%

Sales by geographic area were as follows (in millions):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012

Americas¹	$	156.1	$	135.8	$	455.0	$	402.4
EMEA²		70.3		65.2		210.1		189.3
Asia Pacific		50.6		55.5		167.0		167.1

Consolidated	$	277.0	$	256.5	$	832.1	$	758.8


¹North and South America, including the U.S.
²Europe, Middle East and Africa

Sales for the quarter increased 8 percent, including increases of 15 percent in the Americas and 8 percent in EMEA (4 percent at consistent translation rates). Sales for the quarter decreased 9 percent in Asia Pacific (6 percent at consistent translation rates). Year-to-date sales increased 10 percent, including increases of 13 percent in the Americas and 11 percent in EMEA (9 percent at consistent translation rates). Year-to-date sales were flat in Asia Pacific (up 2 percent at consistent translation rates). The first quarter impact of the Powder Finishing operations acquired in April 2012 contributed approximately 4 percentage points of the total year-to-date growth and accounted for most of the growth in EMEA (at consistent translation rates).

Gross profit margin, expressed as a percentage of sales, was 54¹⁄₂ percent for the quarter, consistent with the comparable period last year. Year-to-date gross profit margin rate was 55 percent, up 1 percentage point from last year. Non-recurring inventory-related purchase accounting effects totaling $7 million reduced last year’s year-to-date gross margin rate by approximately 1 percentage point.

Total operating expenses for the quarter and year-to-date were slightly lower than the comparable periods last year. Volume-related increases in selling, marketing and distribution expenses were more than offset by decreases in general and administrative expenses, including acquisition and divestiture cost decreases of $3 million for the quarter and $14 million year-to-date.

Other expense (income) included after-tax dividends received from the Liquid Finishing businesses that are held separate from the Company’s other businesses. Such dividends totaled $9 million for the quarter and $24 million year-to-date, up from $4 million for the quarter and $8 million year-to-date received in the comparable periods last year. On a fully-diluted per share basis, dividends in 2013 were $0.14 for the quarter and $0.38 year-to-date, compared to $0.06 for the quarter and $0.13 year-to-date last year.

The effective income tax rates of 24 percent for the quarter and 27 percent year-to-date were lower than the comparable periods last year. This year’s rates included the impact of the federal R&D credit that was renewed in the first quarter, effective retroactive to the beginning of 2012. There was no R&D credit recognized in 2012. The effective rates in 2013 also reflected the effect of higher after-tax dividend income received from the Liquid Finishing businesses held separate, and the effect of more foreign earnings that are taxed at lower rates than in the United States. The effective rate for the quarter also included the impact of additional benefit from U.S. business credits and deductions.

Segment Results

Certain measurements of segment operations compared to last year are summarized below:

Industrial


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27, 2013		Sep 28, 2012		Sep 27, 2013		Sep 28, 2012
Net sales (in millions)
Americas	$	69.0	$	67.0	$	205.4	$	192.0
EMEA		51.5		47.0		151.6		133.7
Asia Pacific		36.2		40.7		123.5		121.3

Total	$	156.7	$	154.7	$	480.5	$	447.0


Operating earnings as a percentage of net sales		32 %		30 %		33 %		31 %

Industrial segment sales for the quarter increased 1 percent, with increases of 3 percent in the Americas and 10 percent in EMEA (6 percent at consistent translation rates), mostly offset by an 11 percent decrease in Asia Pacific (9 percent at consistent translation rates). Year-to-date sales increased 7 percent, mostly from Powder Finishing operations acquired in April 2012. Operating margin rate for the Industrial segment increased compared to last year, driven by improved gross margin rates. The effects of purchase accounting related to inventory reduced the 2012 year-to-date operating margin rate by approximately 2 percentage points.

Contractor


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27,		Sep 28,		Sep 27,		Sep 28,
	2013		2012		2013		2012
Net sales (in millions)
Americas	$	67.1	$	48.7	$	188.5	$	149.5
EMEA		16.6		16.1		50.8		49.2
Asia Pacific		9.2		10.1		29.8		30.2

Total	$	92.9	$	74.9	$	269.1	$	228.9

Operating earnings as a percentage of net sales		23 %		17 %		23 %		19 %

Contractor segment sales for the quarter increased 24 percent, including increases of 38 percent in the Americas and 4 percent in EMEA (flat at consistent translation rates) and a decrease of 8 percent in Asia Pacific. Year-to-date sales were up 18 percent, driven by increases in the Americas. Higher sales volume and expense leverage led to higher operating margin rates in the Contractor segment.

Lubrication


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	Sep 27,		Sep 28,		Sep 27,		Sep 28,
	2013		2012		2013		2012
Net sales (in millions)
Americas	$	20.0	$	20.0	$	61.1	$	60.8
EMEA		2.1		2.2		7.6		6.4
Asia Pacific		5.3		4.7		13.8		15.6

Total	$	27.4	$	26.9	$	82.5	$	82.8

Operating earnings as a percentage of net sales		20 %		20 %		21 %		21 %

Lubrication segment sales for the quarter increased 2 percent, mostly from increases in Asia Pacific. Year-to-date sales were flat, with increases in Europe offset by decreases in Asia Pacific. Operating margin rates were steady in this segment.

Liquidity and Capital Resources

Net cash provided by operating activities was $181 million in 2013 and $132 million in 2012. The increase mostly reflects the increase in net earnings. Accounts receivable and inventory balances have increased since the end of 2012 due to increases in business activity.

In May 2012, the FTC issued a proposed decision and order which requires Graco to sell the Liquid Finishing business assets, including certain business activities related to the development, manufacture, and sale of products under the Binks, DeVilbiss, Ransburg and BGK brand names, no later than 180 days from the date the order becomes final. The FTC has not yet issued its final decision and order.

The Company has retained the services of an investment bank to help it market the Liquid Finishing businesses and identify potential buyers. The Company believes its investment in the Liquid Finishing businesses, carried at a cost of $422 million, is not impaired.

Under terms of the FTC’s hold separate order, the Company is required to provide sufficient resources to maintain the viability, competitiveness and marketability of the Liquid Finishing businesses, including general funds, capital, working capital and reimbursement of losses. To the extent that the Liquid Finishing businesses generate funds in excess of financial resources needed, the Company has access to such funds consistent with practices in place prior to the acquisition. In the first nine months of 2013, the Company received $24 million of dividends from current earnings of the Liquid Finishing businesses.

At September 27, 2013, the Company had various lines of credit totaling $502 million, of which $389 million was unused. Internally generated funds and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2013, including the needs of the Powder Finishing and Liquid Finishing businesses acquired in April 2012.

Outlook

We expect to achieve growth in every region in the fourth quarter of 2013. The housing recovery and a marginally favorable economic environment in the U.S. should continue to provide a tailwind for growth in our Contractor and Industrial segments in the Americas. We don’t see a catalyst to advance the weak macroeconomic environments in Asia Pacific or EMEA in the near term, but we expect modest growth in the fourth quarter. As we finish out 2013 and look toward 2014, Graco’s global team remains focused on our strategic growth initiatives of expanding our distribution channels, developing innovative new products, conversion of end users from manual painting techniques to using spray equipment, and continuing our efforts to expand into adjacent new markets.

SAFE HARBOR CAUTIONARY STATEMENT

The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, our Form 10-Qs and Form 8-Ks, and other disclosures, including our 2012 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.

Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to: changes in laws and regulations; economic conditions in the United States and other major world economies; whether we are able to locate, complete and effectively integrate acquisitions; whether we are able to effectively and timely complete a divestiture of the acquired Liquid Finishing businesses, which has not been completed and remains subject to FTC approval; risks incident to conducting business internationally, including currency fluctuations and political instability; supply interruptions or delays; the ability to meet our customers’ needs, and changes in product demand; new entrants who copy our products or infringe on our intellectual property; results of and costs associated with, litigation, administrative proceedings and regulatory reviews incident to our business; compliance with anti-corruption laws; the possibility of decline in purchases from few large customers of the Contractor segment; fluctuations in new construction and remodeling activity; natural disasters; and security breaches. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2012 for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com/ir and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes related to market risk from the disclosures made in the Company’s 2012 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer, the Chief Financial Officer, the Vice President and Controller, and the Vice President, General Counsel and Secretary. Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective.

Changes in internal controls

During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2012 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On September 14, 2012, the Board of Directors authorized the Company to purchase up to 6,000,000 shares of its outstanding common stock, primarily through open-market transactions. The authorization expires on September 30, 2015.

In addition to shares purchased under the Board authorizations, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax withholding on option exercises.

Information on issuer purchases of equity securities follows:

Maximum

Total

Number of

Number

Shares that

of Shares

May Yet Be

Purchased

as Part of

Under the

Total

Average

Publicly

Plans or

Number

Price

Announced

Programs

of Shares

Paid per

Plans or

(at end of

Period

Purchased

Programs

period)

Jun 29, 2013 – Jul 26, 2013

95,108

66.95

94,901

5,789,771

Jul 27, 2013 – Aug 23, 2013

100,932

71.75

99,853

5,689,918

Aug 24, 2013 – Sep 27, 2013

120,000

72.15

120,000

5,569,918

Item 6. Exhibits


	3.1			Restated Articles of Incorporation as amended April 26, 2013. (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed April 30, 2013.)

	3.2			Restated Bylaws as amended June 13, 2002. (Incorporated by reference to Exhibit 3 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2002.)

	31.1			Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a).

	31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a).

	32			Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Title 18, U.S.C.

	99.1			Press Release Reporting Third Quarter Earnings dated October 23, 2013.

	101			Interactive Data File.

SIGNATURES

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.

GRACO INC.


Date:	October 23, 2013	By:	/s/ Patrick J. McHale
			Patrick J. McHale
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	October 23, 2013	By:	/s/ James A. Graner
			James A. Graner
			Chief Financial Officer
			(Principal Financial Officer)

Date:	October 23, 2013	By:	/s/ Caroline M. Chambers
			Caroline M. Chambers
			Vice President and Corporate Controller
			(Principal Accounting Officer)

GRACO INC - Quarter Report: 2013 September (Form 10-Q)

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