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 29, 1995

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

    11,503,308 common shares were outstanding as of September 29, 1995.


                        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 Thirty-Nine Weeks Ended ----------------------------- ----------------------------- Sept. 29, 1995 Sept. 30, 1994 Sept. 29, 1995 Sept. 30, 1994 -------------- -------------- -------------- -------------- (In thousands except per share amounts) Net sales $94,797 $89,048 $293,726 $264,157 Cost of products sold 48,510 45,779 149,497 138,225 -------------- -------------- -------------- -------------- Gross profit 46,287 43,269 144,229 125,932 Product development 3,557 3,699 11,419 10,821 Selling 21,982 22,920 65,740 68,008 General and administrative 10,263 9,341 32,345 29,488 -------------- -------------- -------------- -------------- Operating profit 10,485 7,309 34,725 17,615 Interest expense 596 545 2,025 1,393 Other expense, net 220 116 563 293 -------------- -------------- -------------- -------------- Earnings before income taxes 9,669 6,648 32,137 15,929 Income taxes 3,100 2,400 11,600 5,650 -------------- -------------- -------------- -------------- Net earnings $6,569 $4,248 $20,537 $10,279 ============== ============== ============== ============== Net earnings per common and common equivalent share $.56 $.37 $1.76 $.88 ============== ============== ============== ============== Cash dividend per common share $.16 $.14 $.48 $.42 ============== ============== ============== ============== See notes to consolidated financial statements.
3 GRACO INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)
September 29, 1995 December 30, 1994 ------------------ ----------------- ASSETS (Unaudited) (In thousands) Current Assets: Cash and cash equivalents $649 $2,444 Accounts receivable, less allowances of $5,400 and $4,700 74,539 75,589 Inventories 50,349 50,529 Deferred income taxes 11,256 11,755 Other current assets 2,324 3,628 ------------------ ----------------- Total current assets 139,117 143,945 Property, plant and equipment: Cost 158,189 145,164 Less Accumulated Depreciation (80,925) (75,124) ------------------ ----------------- 77,264 70,040 Other assets 13,525 14,400 ------------------ ----------------- $229,906 $228,385 ================== ================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable to banks $15,639 $11,675 Current portion of long-term debt 5,905 5,685 Trade accounts payable 15,118 19,764 Dividends payable 1,841 1,857 Income taxes payable 2,632 5,761 Other current liabilities 43,964 44,798 ----------------- ----------------- Total current liabilities 85,099 89,540 Long-term debt, less current portion above 12,565 26,798 Retirement benefits and deferred compensation 32,835 30,196 Shareholders' equity: Preferred stock 1,474 1,474 Common stock 11,503 11,377 Additional paid-in capital 20,227 18,289 Retained earnings 65,630 50,702 Other, net 573 9 ---------------- ----------------- 99,407 81,851 ---------------- ----------------- $229,906 $228,385 ================ ================= See notes to consolidated financial statements.
4 GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Thirty-Nine Weeks ----------------- Sept. 29, 1995 Sept. 30, 1994 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: (In thousands) Net Earnings $20,537 $10,279 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 9,251 7,450 Deferred income taxes 1,186 (1,007) Change in: Accounts receivable 2.733 (2,464) Inventories 1,241 (20,836) Trade accounts payable (4,954) 1,983 Accrued salaries (1,232) 574 Retirement benefits and deferred compensation 2,659 1,699 Other accrued liabilities (3,191) 2,268 Other 2,053 (1,173) -------------- -------------- 30,283 (1,227) ============== ============== CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions (16,546) (15,151) Proceeds from sale of property, plant, and equipment 151 287 Purchases of marketable securities 0 (5,464) Proceeds from marketable securities 0 31,809 -------------- -------------- (16,395) 11,481 ============== ============== CASH FLOWS FROM FINANCING ACTIVITIES: Borrowing on notes payable and lines of credit 111,279 64,397 Payments on notes payable and lines of credit (120,794) (46,003) Payments on long-term debt (613) (663) Common stock issued 2,234 2,775 Retirement of common and preferred stock 0 (2,224) Cash dividends paid (5,625) (36,122) -------------- -------------- (13,519) (17,840) -------------- -------------- Effect of exchange rate changes on cash (2,164) (1,737) ============== ============== Net decrease in cash and cash equivalents (1,795) (9,323) Cash and cash equivalents: Beginning of year 2,444 11,095 -------------- -------------- End of period $649 $1,772 ============== ============== 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 September 29, 1995 and the related statements of earnings and cash flows for the thirty-nine weeks ended September 29, 1995, and September 30, 1994, 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 September 29, 1995, 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 1994 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): September 29, 1995 Dec. 30, 1994 ------------------ ------------- Finished products and components $48,220 $46,694 Products and components in various stages of completion 25,764 24,826 Raw materials 11,721 13,918 Reduction to LIFO cost (35,356) (34,909) ----------------- -------------- $50,349 $50,529 ================= ============== 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 third quarter of $6,569,000 increased $2,321,000 from the same period a year ago as the Company's sales continue to improve in Europe and the Pacific offset by the recent softening of sales in the North American markets. In addition, gross margin levels have improved from 1994 and operating expenses as a percent of sales have declined due primarily to cost reduction efforts initiated in 1994. Sales in the third quarter of $94,797,000 increased $5,749,000, or 6 percent, from the same period in 1994. Third quarter sales in the Americas decreased 1 percent to $57,357,000, and European sales were up 34 percent to $21,643,000 (a 23 percent volume increase, and an 11 percent gain due to exchange rates). In the Pacific (excluding Japan), sales increased 2 percent to $8,640,000 (volume was flat compared to a strong quarter a year ago and a gain of 2 percent on exchange rates). In Japan, sales increased 9 percent to $7,157,000 (a 4 percent volume decrease and a gain of 13 percent on exchange rates). Sales for the nine months were $293,726,000, an 11 percent increase over the same period last year. In the Americas, sales increased 2 percent to $186,319,000. European sales were up 36 percent to $58,970,000 (a volume increase of 23 percent and a 13 percent gain due to exchange rates). Sales in the Pacific (excluding Japan) increased 34 percent to $25,801,000 (a 32 percent volume increase and a 2 percent gain due to exchange rates). In Japan, sales increased 21 percent to $22,636,000 (a 5 percent volume increase and a 16 percent gain on exchange rates). Operating expenses in the third quarter of $35,802,000 are at approximately the same level as the third quarter of 1994. Product development expense decreased 4 percent over 1994, although previously announced new product initiatives continue. Selling expenses were 4 percent lower than the same period last year, largely due to lower headcount. General and administrative costs were up 10 percent, due primarily to expense items related to increased profitability. The effective income tax rate for the quarter was 32 percent compared to 36 percent for the same period in 1994. The decrease was due primarily to foreign results effectively taxed at lower rates on a year-to-date basis. The year-to-date tax rate for the nine months ended September 29, 1995 was 36 percent compared to 35 percent for the same period in 1994. The Company expects favorable sales and order trends in Europe and the Pacific region as these economies strengthen. The slowing of the U.S. economy continues to impact domestic bookings and backlog during the last quarter of 1995. The Company will make further investments in improvements to manufacturing efficiency and new product development, while closely controlling expenses throughout the organization. In October 1995, the Company announced the construction of a $17 million manufacturing and distribution facility in Rogers, Minnesota. The Company expects to finance the project through operating cash flows and existing lines of credit. Financial Condition Cash was used for operating activities and fixed asset additions. Accounts receivable decreased $1,050,000 from the prior year-end due primarily to collection efforts in Europe, and property, plant and equipment purchases total $16,546,000 year-to-date. The Company has unused lines of credit available at September 29, 1995 totaling $57 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: 11/09/95 By: /s/ David A. Koch David A. Koch Chairman and Chief Executive Officer Date: 11/09/95 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 Thirty-Nine Weeks Ended ----------------------------- ----------------------------- Sept. 29, 1995 Sept. 30, 1994 Sept. 29, 1995 Sept. 30, 1994 -------------- -------------- -------------- -------------- (In thousands except per share amounts) Net earnings applicable to common stock: Net earnings $6,569 $4,248 $20,537 $10,279 Less dividends on preferred stock 19 19 56 56 -------------- -------------- -------------- -------------- $6,550 $4,229 $20,481 $10,223 ============== ============== ============== ============== Average number of common and common equivalent shares outstanding: Average number of common shares outstanding 11,497 11,554 11,454 11,554 Dilutive effect of stock options computed on the treasury stock method 186 25 152 58 -------------- -------------- -------------- -------------- 11,683 11,579 11,606 11,612 ============== ============== ============== ============== Net earnings per common and common equivalent share $.56 $.37 $1.76 $.88 ============== ============== ============== ============== 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 9-MOS DEC-29-1995 SEP-29-1995 649 0 79,939 5,400 50,349 139,117 158,189 80,925 229,906 85,099 18,470 11,503 1,474 0 86,430 229,906 293,726 293,726 149,497 149,497 112,092 1,299 2,025 32,137 11,600 20,537 0 0 0 20,537 1.76 1.76