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 March 29, 1996

Commission File Number:  1-9249


                                  GRACO INC.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)



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


 4050 Olson Memorial Highway
   Golden Valley, Minnesota                                               55422
 ----------------------------------------                            ----------
 (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
                                 -----     ------

         17,327,862 common shares were outstanding as of May 9, 1996.
                          GRACO INC. AND SUBSIDIARIES
                                       
                                     INDEX



                                                                 Page Number
                                                                 -----------
PART I FINANCIAL INFORMATION


       Item 1. Financial Statements

                 Consolidated Statements of Earnings                       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                                     7



PART II        OTHER INFORMATION


       Item 6. Exhibits and Reports on Form 8-K                            8


       SIGNATURES                                                          9

       Computation of Net Earnings per Common Share               Exhibit 11
       Financial Data Schedule                                    Exhibit 27





                                       
                                       
                                       
                                       
                                       
                                       2


                                    PART I
                                       
                          GRACO INC. AND SUBSIDIARIES
                                       
Item I.        CONSOLIDATED STATEMENTS OF EARNINGS
                                       
                                  (Unaudited)

Thirteen Weeks Ended -------------------- March 29, 1996 March 31, 1995 -------------- -------------- (In thousands except per share amounts) Net Sales $90,153 $95,527 Cost of products sold 45,316 49,000 ------- ------- Gross Profit 44,837 46,527 Product development 4,229 3,921 Selling 19,850 21,690 General and administrative 11,675 11,100 ------- ------- Operating Profit 9,083 9,816 Interest expense 232 684 Other expense, net 566 396 ------- ------- Earnings Before Income Taxes 8,285 8,736 Income taxes 2,700 3,300 ------- ------- Net Earnings $5,585 $5,436 ======= ======= Net Earnings Per Common and Common Equivalent Share $.32 $.31 ======= ======= Cash Dividend Per Common Share $.12 $.11 ======= ======= See notes to consolidated financial statements.
3 GRACO INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)
March 29, 1996 December 29, 1995 -------------- ----------------- ASSETS (Unaudited) Current Assets: Cash and cash equivalents $2,103 $1,643 Accounts receivable, less allowances of $4,977 and $4,856 72,211 73,205 Inventories 44,915 41,693 Deferred income taxes 10,783 10,608 Other current assets 2,560 1,333 -------- -------- Total current assets 132,572 128,482 Property, Plant and Equipment: Cost 160,162 156,168 Accumulated depreciation (82,152) (79,310) -------- -------- 78,010 76,858 Other Assets 12,642 12,493 -------- -------- $223,224 $217,833 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Notes payable to banks $5,164 $5,051 Current portion of long-term debt 1,857 1,935 Trade accounts payable 13,329 13,849 Dividends payable 2,092 2,072 Income taxes payable 8,869 4,229 Other current liabilities 40,336 44,447 -------- -------- Total current liabilities 71,647 71,583 Long-term Debt, less current portion 10,103 10,074 Retirement Benefits and Deferred Compensation 32,575 32,605 Shareholders' Equity: Common stock 17,414 17,265 Additional paid-in capital 22,073 20,397 Retained earnings 68,388 64,949 Other, net 1,024 960 -------- -------- 108,899 103,571 -------- -------- $223,224 $217,833 ======== ======== See notes to consolidated financial statements.
4 GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Thirteen Weeks -------------- March 29, 1996 March 31, 1995 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: (In thousands) Net Earnings $5,585 $5,436 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,299 3,282 Deferred income taxes (605) (292) Change in: Accounts receivable 52 (3,044) Inventories (3,355) (3,848) Trade accounts payable (367) (2,405) Retirement benefits and deferred compensation 89 1,342 Other accrued liabilities 887 (3,185) Other (1,084) 1,383 ------ ------ 4,501 (1,331) ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions (4,485) (7,526) Proceeds from sale of property, plant, and equipment 5 322 ------ ------ (4,480) (7,204) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Borrowing on notes payable and lines of credit 1,937 33,557 Payments on notes payable and lines of credit (1,662) (23,739) Payments on long-term debt - (2,210) Common stock issued 2,271 2,071 Retirement of common and preferred stock (446) - Cash dividends paid (2,126) (1,905) ------ ------ (26) 7,774 ------ ------ Effect of exchange rate changes on cash 465 (874) ------ ------ Net increase (decrease) in cash and cash equivalents 460 (1,635) Cash and cash equivalents: Beginning of year 1,643 2,444 ------ ------ End of period $2,103 $809 ====== ====== See notes to consolidated financial statements.
5 GRACO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet of Graco Inc. and Subsidiaries (the Company) as of March 29, 1996 and the related statements of earnings and cash flows for the thirteen weeks ended March 29, 1996, and March 31, 1995, have been prepared by the Company without being audited. In the opinion of management, these consolidated statements reflect all adjustments necessary to present fairly the financial position of Graco Inc. and Subsidiaries as of March 29, 1996, 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 1995 Form 10-K. The results of operations for interim periods are not necessarily indicative of results which will be realized for the full fiscal year. 2. Major components of inventories were as follows (in thousands): March 29, 1996 Dec. 29, 1995 -------------- ------------- Finished products and components $44,604 $40,335 Products and components in various stages of completion 23,291 22,597 Raw materials 11,890 13,152 -------------- ------------- 79,785 76,084 Reduction to LIFO cost (34,870) (34,391) -------------- ------------- $44,915 $41,693 ============== ============= 6 Item 2. GRACO INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net earnings in the first quarter of $5.6 million increased $0.1 million from the same period a year ago despite a decrease in sales. Sales were lower in all geographic regions. The earnings improvement came primarily as a result of a lower effective tax rate and lower interest expense in the first quarter of 1996 compared to 1995. Also contributing to the Company's improved earnings was a one percentage point increase in gross margin from 1995 as the result of price increases. Sales in the first quarter of $90.2 million decreased $5.4 million, or 6 percent, from the same period in 1995. First quarter sales in the Americas decreased 5 percent to $61.8 million and European sales declined 2 percent to $15.8 million (a 6 percent volume decrease, and a 4 percent gain due to exchange rates). In Asia Pacific, sales decreased 12 percent to $12.5 million (a volume decrease of 10 percent and a loss of 2 percent on exchange rates). Operating expenses in the first quarter of $35.8 million decreased $1.0 million or 3 percent from the first quarter of 1995. Product development expense increased 8 percent over 1995 due to increased occupancy costs associated with the Company's Russell J. Gray Technical Center which opened in 1995. Selling expenses were 8 percent lower than the same period last year, largely due to lower headcount. General and administrative costs were up 5 percent, due primarily to expense items related to consolidating the Company's Franklin Park, Illinois operations. By relocating Franklin Park's industrial systems application engineering and sales expertise to Minneapolis, the Company will be well-suited to leverage its systems skills throughout the Company's entire technical group. The effective income tax rate for the quarter was 33 percent compared to 38 percent for the same period in 1995. The decrease was due primarily to foreign earnings effectively taxed at lower rates. While harsh winter conditions in North America and economic softness in many markets contributed to a slow first quarter of 1996, the Company is encouraged by recent positive trends. Incoming orders in the first quarter exceeded sales by $10 million, increasing backlog to $30 million. Toyota Motor Corporation in Cambridge, Ontario recently awarded an $11 million contract to the Company to install a paint circulating system during the second half of 1996. Excluding subcontract work, the Company will recognize approximately $4 million of sales from this project. The Company will continue to make further improvements to manufacturing efficiency and investments in new product development, while closely controlling expenses throughout the organization. Financial Condition Cash was provided by earnings and operating activities and used principally to fund property additions. Accounts receivable decreased $1.0 million from the prior year-end due primarily to collection efforts in Europe and Japan, and property, plant and equipment purchases total $4.5 million year-to-date. The Company has unused lines of credit available at March 29, 1996 totaling $66 million. 7 PART II Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Statement on Computation Exhibit 11 of Per Share Earnings Financial Data Schedule Exhibit 27 (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 8 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: May 13, 1996 By:/S/ George Aristides George Aristides President and Chief Executive Officer Date: May 13, 1996 By:/S/ David M. Lowe David M. Lowe Treasurer (Principal Financial Officer) 9
                                                                 EXHIBIT 11

                                        

                           GRACO INC. AND SUBSIDIARIES



                  COMPUTATION OF NET EARNINGS PER COMMON SHARE


                                   (Unaudited)
Thirteen Weeks Ended --------------------- March 29, 1996 March 31, 1995 -------------- -------------- (In thousands except per share amounts) Net earnings applicable to common stock: Net earnings $5,585 $5,436 Less dividends on preferred stock - 19 ------- ------- $5,585 $5,417 ======= ======= Average number of common and common equivalent shares outstanding: Average number of common shares outstanding 17,315 17,124 Dilutive effect of stock options computed on the treasury stock method 238 124 ------ ------ 17,553 17,248 ====== ====== Net earnings per common and common equivalent share $.32 $.31 ====== ====== Primary and fully diluted earnings per share are substantially the same.
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND CONSOLIDATED BALANCE SHEETS FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 29, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000042888 GRACO INC. 1,000 3-MOS DEC-27-1996 MAR-29-1996 2,103 0 72,211 4,977 44,915 132,572 160,162 82,152 223,224 71,647 11,960 17,414 0 0 91,485 223,224 90,153 90,153 45,316 45,316 36,552 (131) 232 8,285 2,700 5,585 0 0 0 5,585 .32 .32