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Form 10-Q, Second Quarter 2004

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 June 25, 2004

Commission File Number: 001-9249

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


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


88 - 11th 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 is an accelerated filer (as defined in Rule 12b-2 of the Act).

  Yes        X          No                 

69,283,000 common shares were outstanding as of July 23, 2004.

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 6-10
       
  Item 2. Management's Discussion and Analysis  
        of Financial Condition and  
        Results of Operations 11-14
       
  Item 4. Controls and Procedures 14
       
PART II OTHER INFORMATION  
       
  Item 1. Legal Proceedings 15
       
  Item 2. Issuer Purchases of Equity Securities 15-16
       
  Item 4. Submission of Matters to a Vote of Security Holders 16
       
  Item 6. Exhibits and Reports on Form 8-K 17
       
SIGNATURES 18
       
EXHIBITS  

PART I

  GRACO INC. AND SUBSIDIARIES  
Item I. CONSOLIDATED STATEMENTS OF EARNINGS  
  (Unaudited)  
  (In thousands except per share amounts)  


  Thirteen Weeks Ended Twenty-six Weeks Ended
     June 25, 2004    June 27, 2003    June 25, 2004    June 27, 2003
                   
Net Sales     $ 160,165   $ 146,364   $ 295,147   $ 266,024  
                   
     Cost of products sold       75,023     70,432     136,601     127,089  
   
 
 		  
 
 		  
 
 		  
 
 		  
Gross Profit       85,142     75,932     158,546     138,935  
                   
     Product development       5,445     4,328     10,567     8,801  
     Selling, marketing and distribution       25,130     25,288     49,527     48,185  
     General and administrative       9,570     10,057     20,013   18,569
   
 
 		  
 
 		  
 
 		  
 
 		  
Operating Earnings       44,997     36,259     78,439     63,380  
                   
     Interest expense       98     112     269     240  
     Other expense (income), net       220     84     164     (17 )
   
 
 		  
 
 		  
 
 		  
 
 		  
Earnings Before Income Taxes       44,679     36,063     78,006     63,157  
                   
     Income taxes       14,700     11,600     25,700     20,500
   
 
 		  
 
 		  
 
 		  
 
 		  
Net Earnings     $ 29,979   $ 24,463   $ 52,306   $ 42,657  
   
 
 		  
 
 		  
 
 		  
 
 		  
Basic Net Earnings    
     Per Common Share     $ .43   $ .36   $ .76   $ .61  
                   
Diluted Net Earnings    
     Per Common Share     $ .43   $ .35   $ .74   $ .60  
                   
Cash Dividends Declared    
     Per Common Share     $ .09   $ .06   $ .19   $ .11  

See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)

      June 25, 2004     Dec. 26, 2003
ASSETS            
                 
Current Assets    
       Cash and cash equivalents     $ 32,439   $ 112,118  
       Accounts receivable, less allowances of    
           $5,600 and $5,700       110,423     98,853  
       Inventories       34,568     29,018  
       Deferred income taxes       15,759     14,909  
       Other current assets       1,430     1,208  
            Total current assets       194,619     256,106  
                 
Property, Plant and Equipment    
       Cost       223,471     221,233  
       Accumulated depreciation       (131,328 )   (126,916 )
        92,143     94,317  
                 
Prepaid Pension       26,499     25,444  
Goodwill       9,199     9,199  
Other Intangible Assets, net       9,546     10,622  
Other Assets       2,660     1,702  
      $ 334,666   $ 397,390  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY    
                 
Current Liabilities    
       Notes payable to banks     $ 8,568   $ 4,189  
       Trade accounts payable       20,087     15,752  
       Salaries, wages and commissions       13,780     16,384  
       Accrued insurance liabilities       9,699     9,939  
       Accrued warranty and service liabilities       9,380     9,227  
       Income taxes payable       6,359     5,981  
       Dividends payable       6,461     110,304  
       Other current liabilities       18,853     16,171  
            Total current liabilities       93,187     187,947  
                 
Retirement Benefits and Deferred Compensation       31,532     30,567  
                 
Deferred Income Taxes       8,802     9,066  
                 
Shareholders' Equity    
       Common stock       69,229     46,040  
       Additional paid-in capital       95,585     81,405  
       Retained earnings       37,449     43,295  
       Other, net       (1,118 )   (930 )
            Total shareholders' equity       201,145     169,810  
      $ 334,666   $ 397,390  


See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Twenty-six Weeks Ended
   June 25, 2004   June 27, 2003
Cash Flows from Operating Activities            
         
   Net Earnings     $ 52,306   $ 42,657  
     Adjustments to reconcile net earnings to net cash    
      provided by operating activities    
        Depreciation and amortization       9,076     9,199  
        Deferred income taxes       (958 )   (1,214 )
        Tax benefit related to stock options exercised       4,000     1,200  
        Change in:    
          Accounts receivable       (11,970 )   (6,472 )
          Inventories       (5,586 )   (3,042 )
          Trade accounts payable       4,359     (1,779 )
          Salaries, wages and commissions       (2,556 )   (2,547 )
          Retirement benefits and deferred compensation       (551 )   1,479
          Other accrued liabilities       3,027     1,852  
          Other       216     (89 )
     
 
 
        51,363     41,224
     
 
 
Cash Flows from Investing Activities    
         
   Property, plant and equipment additions       (6,377 )   (7,298 )
   Proceeds from sale of property, plant and equipment       115     102  
   Capitalized software additions       (802 )   --  
   Acquisition of business       --     (13,514 )
     
 
 
        (7,064 )   (20,710 )
     
 
 
Cash Flows from Financing Activities    
         
   Borrowings on notes payable and lines of credit       13,367     9,625  
   Payments on notes payable and lines of credit       (8,961 )   (16,947 )
   Common stock issued       12,146     6,772  
   Common stock retired       (23,773 )   (55,496 )
   Cash dividends paid       (116,998 )   (7,686 )
     
 
 
        (124,219 )   (63,732 )
     
 
 
Effect of exchange rate changes on cash       241     (1,369 )
     
 
 
Net increase (decrease) in cash and cash equivalents       (79,679 )   (44,587 )
         
Cash and cash equivalents    
         
   Beginning of year       112,118     103,333  
     
 
 
   End of period     $ 32,439   $ 58,746  
     
 
 

See notes to consolidated financial statements.

GRACO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

The consolidated balance sheet of Graco Inc. and Subsidiaries (the Company) as of June 25, 2004, and the related statements of earnings for the thirteen and twenty-six weeks ended June 25, 2004 and June 27, 2003, and cash flows for the twenty-six weeks ended June 25, 2004 and June 27, 2003 have been prepared by the Company without being audited.


 

In the opinion of management, these consolidated statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of Graco Inc. and Subsidiaries as of June 25, 2004, 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 2003 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.

On February 20, 2004, the Board of Directors declared a three-for-two split of the Company’s common stock. The split was distributed on March 30, 2004 to shareholders of record on March 16, 2004. Share and per share amounts for all periods presented reflect the stock split.


3.

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


Thirteen Weeks Ended Twenty-six Weeks Ended
     June 25, 2004      June 27, 2003      June 25, 2004     June 27, 2003
Net earnings available to                    
  common shareholders     $ 29,979   $ 24,463   $ 52,306   $ 42,657  
                   
Weighted average shares    
  outstanding for basic    
  earnings per share       69,243     68,495     69,162     69,672  
                   
Dilutive effect of stock    
  options computed using the    
  treasury stock method and    
  the average market price       1,040     1,105     1,100     1,053  
                   
Weighted average shares    
  outstanding for diluted    
  earnings per share       70,283     69,600     70,262     70,725  
                   
Basic earnings per share     $ .43   $ .36   $ .76   $ .61  
Diluted earnings per share     $ .43   $ .35   $ .74   $ .60  

4.

The Company accounts for stock option and purchase plans using the intrinsic value method and has adopted the “disclosure only” provisions of Statement of Financial Accounting Standards (SFAS) No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” No compensation cost has been recognized for the Employee Stock Purchase Plan and stock options granted under the various stock incentive plans.


 

Had compensation cost been determined based upon fair value (using the Black-Scholes option-pricing method) at the grant date for awards under these plans, the Company’s net earnings and earnings per share would have been reduced as follows (in thousands, except per share amounts):


Thirteen Weeks Ended       Twenty-six Weeks Ended       
    June 25, 2004   June 27, 2003   June 25, 2004   June 27, 2003
Net earnings            
           
As reported     $ 29,979   $ 24,463   $ 52,306   $ 42,657  
Stock-based compensation,    
  net of related tax effects       843     1,037     1,716     2,074  
     
 
 
 
 
   Pro forma     $ 29,136   $ 23,426   $ 50,590   $ 40,583  
     
 
 
 
 
Net earnings per common    
  share    
           
Basic as reported     $ .43   $ .36   $ .76   $ .61  
Basic pro forma       .42     .34     .73     .58  
Diluted as reported       .43     .35     .74     .60  
Diluted pro forma       .41     .34     .72     .57  

5.

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


Thirteen Weeks Ended    Twenty-six Weeks Ended    
   June 25, 2004    June 27, 2003    June 25, 2004    June 27, 2003
Pension Benefits                    
Service cost     $ 1,025   $ 886   $ 2,085   $ 1,772  
Interest cost       2,182     2,051     4,361     4,102  
Expected return on assets       (3,523 )   (2,497 )   (7,048 )   (4,995 )
Amortization and other       113     212     258     425  
     
 
 
 
 
Net periodic benefit cost (credit)     $ (203 ) $ 652   $ (344 ) $ 1,304  
     
 
 
 
 
Postretirement Medical    
Service cost     $ 135   $ 172   $ 385   $ 343  
Interest cost       363     371     751     742  
Amortization of net loss       114     89     226     179  
     
 
 
 
 
Net periodic benefit cost     $ 612   $ 632   $ 1,362   $ 1,264  
     
 
 
 
 
 

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Company has not yet determined the effect of the Act, if any, on the retirement medical plan. Consequently, measures of the accumulated postretirement benefit obligation or net periodic benefit cost do not reflect any effects of the Act on the plan.


6.

Total comprehensive income in 2004 was $30.0 million in the second quarter and $51.9 million year-to-date. In 2003, comprehensive income was $24.5 million for the second quarter and $42.9 million for the six-month period. There have been no significant changes to the components of comprehensive income from those noted on the 2003 Form 10-K.


7.

The Company has three reportable segments; Industrial/Automotive, Contractor and Lubrication. The Company does not identify assets by segment. Sales and operating earnings by segment for the thirteen and twenty-six weeks ended June 25, 2004 and June 27, 2003 were as follows (in thousands):


Thirteen Weeks Ended    Twenty-six Weeks Ended    
   June 25, 2004    June 27, 2003    June 25, 2004    June 27, 2003
Net Sales                    
                     
 Industrial/Automotive     $ 66,471   $ 57,685   $ 129,722   $ 110,102  
 Contractor       81,610     76,906     140,585     131,744  
 Lubrication       12,084     11,773     24,840     24,178  
 Consolidated     $ 160,165   $ 146,364   $ 295,147   $ 266,024  
                     
 Operating Earnings    
                     
 Industrial/Automotive     $ 20,607   $ 15,284   $ 41,368   $ 29,272  
 Contractor       23,463     19,936     35,480     30,693  
 Lubrication       2,648     2,440     5,650     5,587  
 Unallocated Corporate    
    expenses       (1,721 )   (1,401 )   (4,059 )   (2,172 )
 Consolidated     $ 44,997   $ 36,259   $ 78,439   $ 63,380  

8.

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


    June 25, 2004      Dec 26, 2003   
             
  Finished products and components   $ 27,297   $ 25,548  
             
  Products and components in various stages 
     of completion  16,438   16,464  
             
  Raw materials and purchased components  18,676   15,408  
     62,411   57,420  
             
  Reduction to LIFO cost  (27,843 ) (28,402 )
     $ 34,568   $ 29,018  

9.

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


  Gross Carrying Value Accumulated Amortization
   June 25, 2004  Dec. 26, 2003  June 25, 2004  Dec. 26, 2003
Subject to Amortization:                    
 Customer lists and  
   distribution network   $ 3,765   $ 8,336   $ 1,167   $ 4,980  
 Trademarks, trade names  
   and non-compete agreements    1,494    2,803    544    1,622  
 
 Patents and other    1,241    1,241    523    436  
     6,500    12,380   $ 2,234   $ 7,038  
Not Subject to   
   Amortization:   
 Brand name       5,280     5,280  
      $ 11,780   $ 17,660  
 

Amortization of intangibles was $.5 million in the second quarter of 2004 and $1.1 million year-to-date. Estimated annual amortization is as follows: $1.7 million in 2004, $1.1 million in 2005, $.9 million in 2006, $.9 million in 2007, $.4 million in 2008 and $.3 million thereafter.


10.

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 customer warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):


Twenty-six  
Weeks Ended  
June 25, 2004  
Year Ended
 Dec. 26, 2003
                   
Balance, beginning of year     $ 9,227   $ 6,294  
Charged to expense    3,994    9,490  
Margin on parts sales reversed    1,529    4,697  
Reductions for claims settled    (5,370 )  (11,254 )
  Balance, end of period   $ 9,380   $ 9,227  

11.

The Company has been named as a defendant in a number of lawsuits alleging bodily injury as a result of exposure to asbestos or silica. None of the suits make any allegations specifically regarding the Company or any of its products. Management does not know why the Company was included in the suits along with hundreds of other defendants. Management does not expect that resolution of these matters will have a material adverse effect on the Company, although the ultimate outcome cannot be determined based on available information.



Item 2. GRACO INC. AND SUBSIDIARIES  
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Increased sales, improved gross margin rates and controlled spending increases resulted in a 23 percent increase in both the quarter and year-to-date net earnings. Stronger foreign currencies versus the U.S. dollar helped to increase second quarter and year-to-date results when compared to 2003. Translated at consistent exchange rates, second quarter and year-to-date net earnings increased by 18 percent and 14 percent, respectively.

The following table sets forth items from the Company’s Consolidated Statements of Earnings as percentages of net sales:

Thirteen Weeks Ended Twenty-six Weeks Ended
   June 25, 2004    June 27, 2003    June 25, 2004    June 27, 2003
Net Sales      100 .0%  100 .0%  100 .0%  100 .0%
   Cost of products sold    46 .8  48 .1  46 .3  47 .8
Gross Profit      
53
.2		  
51
.9		  
53
.7		  
52
.2
   Product development    3 .4  2 .9  3 .6  3 .3
   Selling, marketing and distribution     15 .7   17 .3   16 .7   18 .1
   General and administrative    6 .0  6 .9  6 .8  7 .0
Operating Earnings      
28
.1		  
24
.8		  
26
.6		  
23
.8
   Interest expense      0 .1  0 .1  0 .1  0 .1
   Other (income) expense, net     0 .1   0 .1   0 .1   --
Earnings Before Income Taxes      
27
.9		  
24
.6		  
26
.4		  
23
.7
   Income taxes    9 .2  7 .9  8 .7  7 .7
Net Earnings      
18
.7%		  
16
.7%		  
17
.7%		  
16
.0%

Net Sales

Sales by segment and geographic area were as follows (in thousands):

Thirteen Weeks Ended Twenty-six Weeks Ended
June 25, 2004 June 27, 2003 June 25, 2004 June 27, 2003
By Segment                    
         
Industrial/Automotive   $ 66,471   $ 57,685   $ 129,722   $ 110,102  
Contractor    81,610    76,906    140,585    131,744  
Lubrication    12,084    11,773    24,840    24,178  
   
Consolidated   $ 160,165   $ 146,364   $ 295,147   $ 266,024  
   
         
By Geographic Area   
         
Americas1    $ 107,767   $ 102,805   $ 197,042   $ 184,995  
Europe2     33,078    27,172    60,992    50,737  
Asia Pacific    19,320    16,387    37,113    30,292  
   
Consolidated   $ 160,165   $ 146,364   $ 295,147   $ 266,024  
   

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

Industrial/Automotive segment sales increased 15 percent for the quarter and 18 percent year-to date. Translated at consistent exchange rates, sales were up 13 percent for both the quarter and year-to-date. The segment experienced growth in all three geographic regions and across all major product categories. New product introductions also contributed to sales growth, including the ProMix™ II and ProMix Easy units, which were launched in the second quarter.

Contractor segment sales increased 6 percent for the quarter and 7 percent year-to-date. Translated at consistent exchange rates, sales were up 5 percent for both the quarter and year-to-date. Sales increased in all geographic regions, with strong volume increases in Europe and Asia Pacific. In the Americas, sales were higher in the professional paint store channel but decreased in the home center channel. Sales in the professional paint store channel were aided by demand for new products, including the new Ultra® Max II sprayers. In the home center channel, sales were strong in the second quarter of 2003 due to a new product introduction.

Lubrication segment sales were up 3 percent for both the quarter and year-to-date. Translated at consistent exchange rates, sales were up 2 percent for the quarter and 1 percent year-to-date.

Gross Profit

Gross margin rate was higher for the quarter and year-to-date. Factors contributing to the improvement include higher production volumes, improved productivity, reduced facility costs, product mix (higher proportion of Industrial / Automotive sales) and favorable currency translation rates.

Operating Expenses

Operating expenses for the quarter were virtually flat compared to last year. Planned increases in product development spending were substantially offset by decreases in other areas. Year-to-date operating expenses increased by 6 percent but decreased as a percentage of sales. Increases in product development spending, currency translation effects and higher Foundation contributions all contributed to the increase in year-to-date operating expenses. Changes in marketing programs resulted in lower marketing expenses, but terms of certain new programs resulted in costs being recorded as a reduction of sales or as warranty expense.

Year-to-date operations include a pension benefit credit of $.3 million compared to $1.3 million of expense in the same period last year. This change resulted from the increase in pension plan assets due to investment gains and the $20 million voluntary contribution made in 2003. Pension income/expense is allocated based on related salaries and wages, approximately 45 percent to cost of products sold and 55 percent to operating expenses.


Liquidity and Capital Resources

Significant uses of cash in the first half of 2004 included $117 million of dividends paid (including $104 million for a one-time special dividend) and $24 million for purchases and retirement of Company common stock.

The Company has announced that it intends to open a manufacturing facility in the Shanghai region of China sometime in the second half of 2005. The leased facility will be approximately 50,000 square feet and will require approximately $4 million in capital equipment and leasehold improvements.

The Company had unused lines of credit available at June 25, 2004 totaling $47 million. Cash balances of $32 million at June 25, 2004, internally generated funds and unused financing sources provide the Company with the financial flexibility to meet liquidity needs, including its capital expenditure plan.

Management has not been able to identify leading economic indicators that predict future Company results. Management is encouraged by the strong underlying demand for Industrial / Automotive products across all regions and major product categories. The Contractor segment continues to grow, driven by a combination of new product introductions, favorable housing conditions and continued underlying growth in both Europe and Asia. Results indicate that a worldwide economic recovery is underway. Management is forecasting that 2004 will be a year of higher sales and net earnings.

SAFE HARBOR CAUTIONARY STATEMENT

A forward-looking statement is any statement made in this report and other reports that the Company files periodically with the Securities and Exchange Commission, as well as in press or earnings releases, analyst briefings and conference calls, which reflects the Company’s current thinking on market trends and the Company’s future financial performance at the time they are made. All forecasts and projections are forward-looking statements.

The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 by making cautionary statements concerning any forward-looking statements made by or on behalf of the Company. The Company cannot give any assurance that the results forecasted in any forward-looking statement will actually be achieved. 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: economic conditions in the United States and other major world economies, currency fluctuations, political instability, changes in laws and regulations, and changes in product demand. Please refer to Exhibit 99 to the Company’s Annual Report on Form 10-K for fiscal year 2003 for a more comprehensive discussion of these and other risk factors.

Investors should realize that factors other than those identified above and in Exhibit 99 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 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, Vice President and Controller, Vice President and Treasurer, and Vice President, General Counsel and Secretary. Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company’s disclosure obligations under the Exchange Act.

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

Item 1 Legal Proceedings

The Company is engaged in routine litigation incident to its business, which management believes will not have a material adverse effect on its operations or consolidated financial position. The Company has also been named as a defendant in a number of lawsuits alleging bodily injury as a result of exposure to asbestos, and a number of lawsuits alleging bodily injury as a result of exposure to silica. All of these lawsuits have multiple (most in excess of 100) defendants, and several have multiple plaintiffs. None of the suits make any allegations specifically regarding the Company or any of its products. A substantial portion of the cost and potential liability for these cases is covered by insurance, although the exact extent of insurance coverage cannot be determined at this time because the cases are in the early stages of the litigation process and the allegations are so indefinite. Management does not expect that resolution of these matters will have a material adverse effect on the Company, although the ultimate outcome cannot be determined based on available information.

Item 2 Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities 1

On February 22, 2002, the Board of Directors authorized a plan for the Company to purchase up to a total of 2,700,000 shares of its outstanding common stock, primarily through open-market transactions. This plan effectively expired upon approval of a new plan on February 20, 2004, authorizing the purchase of up to 3,000,000 shares and expiring on February 28, 2006.

In addition to shares purchased under the plan, 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:










Period                                     




(a)
Total Number
of Shares
Purchased




(b)
Average
Price Paid
per Share

(c)
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs 		(d)
Maximum Number
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (at
end of period)
                 
Dec 27, 2003 - Jan 23, 2004      --    --    --    2,360,850  
                 
Jan 24, 2004 - Feb 20, 2004    294,782   $27.42    293,550    3,000,000  
                 
Feb 21, 2004 - Mar 26, 2004    258,201   $27.57    234,000    2,766,000  
                 
Mar 27, 2004 - Apr 23, 2004    15,393   $29.15    10,000    2,756,000  
                 
Apr 24, 2004 - May 21, 2004    284,800   $28.33    284,800    2,471,200  
                 
May 22, 2004 - Jun 25, 2004    303   $29.71    --    2,471,200  

1 All share and per share data reflects the three-for-two stock splits distributed on June 6, 2002 and March 30, 2004.

Item 4. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on April 23, 2004, five directors were elected to the Board of Directors with the following votes:

  For Withheld
Jack W. Eugster 40,042,545  275,076 
J. Kevin Gilligan 39,352,737  964,885 
Mark H. Rauenhorst 39,940,692  376,930 
William G. Van Dyke 39,346,770  970,852 
R. William Van Sant 40,066,759  250,863 

At the same meeting, the selection of Deloitte & Touche LLP as independent auditors for the current year was approved and ratified, with the following votes:

For Against Abstentions Broker Non-Vote
38,464,772 1,771,461 81,388 --

No other matters were voted on at the meeting.

Item 6. Exhibits and Reports on Form 8-K
 
  (a) Exhibits
 
    31.1 Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)
 
    31.2 Certification of Vice President and Controller pursuant to Rule 13a-14(a)
 
    31.3 Certification of Vice President and Treasurer pursuant to Rule 13a-14(a)
 
    32

Certification of President and Chief Executive Officer,  Vice President and Controller,  and Vice President and Treasurer pursuant to Section 1350 of Title 18, U.S.C.

 
  (b) Reports on Form 8-K
 
   

The following Current Report on Form 8-K was furnished during the quarter ended June 25, 2004: On April 16, 2004, Graco Inc. furnished a Current Report on Form 8-K to furnish its earnings release for the quarter ended March 26, 2004.

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: July 26, 2004   By: /s/David A. Roberts
        David A. Roberts
        President and Chief Executive Officer




Date: July 26, 2004   By: /s/James A. Graner
        James A. Graner
        Vice President and Controller




Date: July 26, 2004   By: /s/Mark W. Sheahan
        Mark W.Sheahan
        Vice President and Treasurer
Exhibit 31.1

Exhibit 31.1

CERTIFICATIONS

I, David A. Roberts, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Graco Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


  c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:


  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 26, 2004 /s/David A. Roberts                 
David A. Roberts
President and Chief Executive Officer
Exhibit 31.1

Exhibit 31.2

CERTIFICATIONS

I, James A. Graner, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Graco Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


  c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:


  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 26, 2004 /s/James A. Graner                 
James A. Graner
Vice President and Controller
Exhibit 31.1

Exhibit 31.3

CERTIFICATIONS

I, Mark W. Sheahan, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Graco Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


  c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:


  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 26, 2004 /s/Mark W. Sheahan                 
Mark W. Sheahan
Vice President and Treasurer
Exhibit 32

Exhibit 32

CERTIFICATION UNDER SECTION 1350

Pursuant to Section 1350 of Title 18 of the United States Code, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Graco Inc.





Date: July 26, 2004   /s/David A. Roberts
 
 		  
David A. Roberts
President and Chief Executive Officer




Date: July 26, 2004   /s/James A. Graner
 
 		  
James A. Graner
Vice President and Controller
      Chief Accounting Officer




Date: July 26, 2004   /s/Mark W. Sheahan
 
 		  
Mark W. Sheahan
Vice President and Treasurer
      Principal Financial Officer