10-K 1 d675621d10k.htm FORM 10-K Form 10-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   for the fiscal year ended December 27, 2013, or

 

[  ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   for the transition period from                      to                     .

Commission File No. 001-09249

Graco Inc.

(Exact name of Registrant as specified in its charter)

Minnesota   41-0285640
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

88 –11th Avenue Northeast

Minneapolis, MN 55413

(Address of principal executive offices) (Zip Code)

(612) 623-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $1.00 per share

Shares registered on the New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  X   No    

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes      No  X 

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 (or for such shorter period that the registrant was required to file such reports), 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 for such shorter period that the registrant was required to submit and post such files).   Yes   X    No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

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” and “accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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 by Rule 12b-2 of the Act).

Yes        No  X 

The aggregate market value of 60,501,329 shares of common stock held by non-affiliates of the registrant was $3,824,289,015 as of June 28, 2013.

60,862,154 shares of common stock were outstanding as of February 4, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 25, 2014, are incorporated by reference into Part III, as specifically set forth in said Part III.

 

 

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INDEX TO ANNUAL REPORT

ON FORM 10-K

 

 

 

 

         Page  
Part I     

Item 1

 

Business

     3   

Item 1A

 

Risk Factors

     7   

Item 1B

 

Unresolved Staff Comments

     9   

Item 2

 

Properties

     10   

Item 3

 

Legal Proceedings

     12   

Item 4

 

Mine Safety Disclosures

     12   
 

Executive Officers of Our Company

     12   
Part II     

Item 5

 

Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

     14   

Item 6

 

Selected Financial Data

     15   

Item 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     16   

Item 7A

 

Quantitative and Qualitative Disclosures About Market Risk

     27   

Item 8

 

Financial Statements and Supplementary Data

     28   
 

Management’s Report on Internal Control Over Financial Reporting

     28   
 

Reports of Independent Registered Public Accounting Firm

     29   
 

Consolidated Statements of Earnings

     31   
 

Consolidated Statements of Comprehensive Income

     31   
 

Consolidated Balance Sheets

     32   
 

Consolidated Statements of Cash Flows

     33   
 

Consolidated Statements of Shareholders’ Equity

     34   

Item 9

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     56   

Item 9A

 

Controls and Procedures

     56   

Item 9B

 

Other Information

     56   
Part III     

Item 10

 

Directors, Executive Officers and Corporate Governance

     57   

Item 11

 

Executive Compensation

     57   

Item 12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     57   

Item 13

 

Certain Relationships and Related Transactions, and Director Independence

     57   

Item 14

 

Principal Accounting Fees and Services

     57   
Part IV     

Item 15

 

Exhibits, Financial Statement Schedule

     58   
 

Exhibit Index

     61   

 

ACCESS TO REPORTS

 

 

Investors may obtain access free of charge to the Graco Inc. Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, other reports and amendments to the reports by visiting the Graco website at www.graco.com. These reports will be available as soon as reasonably practicable following electronic filing with, or furnishing to, the Securities and Exchange Commission.

 

 

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PART I

Item 1. Business

Graco Inc. and its subsidiaries (“Graco,” “us,” “we,” or “our Company”) design, manufacture and market premium equipment to pump, meter, mix and dispense a wide variety of fluids and coatings. Our equipment is used around the world in a broad range of industries, including construction; automotive; industrial and machinery; mining, oil and gas; public works and other industries.

We sell our products in the following geographic markets: North, Central and South America (the Americas); Europe, Middle East and Africa (EMEA); and Asia Pacific. Sales in the Americas represent approximately 54 percent of our Company’s total sales; sales in EMEA approximately 26 percent; and sales in Asia Pacific approximately 20 percent. Part II, Item 7, Results of Operations and Note B to the Consolidated Financial Statements of this Form 10-K contain financial information about these geographic markets. We provide marketing and product design in each of these geographic regions. Our Company also provides application assistance to distributors and employs sales personnel in each of these geographic regions.

We classify our business into three reportable segments, each with a worldwide focus: Industrial, Contractor and Lubrication. Financial information concerning these segments is set forth in Part II, Item 7, Results of Operations and Note B to the Consolidated Financial Statements of this Form 10-K.

Graco Inc. is a Minnesota corporation and was incorporated in 1926. For more information about our Company and our products, services and solutions, visit our website at www.graco.com. The information on the website is not part of this report nor any other report filed or furnished to the Securities and Exchange Commission (“SEC”).

Our Company’s Strengths and Objectives

We specialize in providing fluid handling equipment solutions for difficult-to-handle materials with high viscosities, abrasive or corrosive properties and multiple component materials that require precise ratio control. We aim to serve niche markets, providing high customer value through product differentiation. Our products enable customers to reduce their use of labor, material and energy, improve quality and achieve environmental compliance.

We strive for, and we believe we achieve, manufacturing and engineering excellence. We centralize our manufacturing operations, which allows for leveraging overhead. Graco has a continuous improvement culture, and we make ongoing capital investments in our manufacturing facilities. Our high quality manufacturing and engineering drive cost savings, reliability and quality in our products.

Our strategies for long-term growth include investing in new products, expanding geographically, targeting new industries and making acquisitions. We make significant investments in developing innovative, high quality products. We strategically add commercial resources focused on expanding third party distribution in growing and emerging markets. We leverage our product technologies for new applications and markets. We make targeted acquisitions, including one small acquisition in 2013 and a second small acquisition in early fiscal year 2014. We coordinate and drive these long-term growth strategies across our geographic regions.

We have strong relationships with material suppliers, end users and channel partners. Our channel partners, which include independent distributors and selective retailers, are present and active throughout our geographic regions. We have been successful in growing third party distribution with experience in specialized end user applications. We intend to further add and develop specialized third party distribution in all geographic regions to reach the new end user markets and applications that are the focus of many of our new product development initiatives.

Our Company’s financial performance has been consistently strong, in part due to an ability to leverage our operations. Our management strives to provide excellent returns for our shareholders.

Manufacturing and Distribution

We manufacture most of our products in the United States. We also manufacture some of our products in Belgium, Romania, Switzerland and the People’s Republic of China (“P.R.C.”). Our manufacturing is aligned with our business segments and is co-located with product development to accelerate technology improvements and improve our cost structure. We do critical machining, assembly and testing in-house for most of our products to control quality, improve response time and maximize cost-effectiveness. We make our products in focused factories and product cells. We source raw materials and components from suppliers around the world.

We sell our equipment primarily through third party distributors worldwide. We primarily distribute our products from our warehouses to distributors, who sell our products to end users. Outside of the United States, our subsidiaries located in Australia,

 

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Belgium, Japan, Italy, Korea, Mexico, the P.R.C. and Switzerland distribute our Company’s products. Significant operations in Maasmechelen, Belgium; St. Gallen, Switzerland; and Shanghai, P.R.C. reinforce our commitment to their regions.

During 2013, manufacturing capacity met business demand. Production requirements in the immediate future are expected to be met through existing facilities, the installation of new automatic and semi-automatic machine tools, efficiency and productivity improvements, the use of leased space and available subcontract services.

For more details on our facilities, see Item 2, Properties.

Product Development

Our primary product development efforts are carried out in facilities located in Minneapolis, Anoka and Rogers, Minnesota; North Canton, Ohio; St. Gallen, Switzerland; and Suzhou, P.R.C. The product development and engineering groups focus on new product design, product improvements, new applications for existing products and strategic technologies for their specific customer base. Our product development efforts focus on bringing new and supplemental return-on-investment value to end users of our products. Total product development expenditures for all segments were $51 million in 2013, $49 million in 2012, and $42 million in 2011.

Our Company consistently makes significant investments in new products, and in 2013 we invested $51 million, or 4.6 percent of sales, in our product development activities. Our product development activities are focused both on upgrades to our current product lines to provide features and benefits that will provide a return-on-investment to our end user customers and on development of products that will reach into new industries and applications to incrementally grow our sales. Sales of products that refresh and upgrade our product lines are measured and compared to planned results. Sales of products that provide entry into new industries and applications are also measured, with additional focus on commercial resources and activities to build specialized third party distribution and market acceptance by end users.

Business Segments

Industrial Segment

The Industrial segment is the largest of our Company’s businesses and represents approximately 59 percent of our total sales. This segment includes the Applied Fluid Technologies division, Industrial Products division and Process division. The Industrial segment primarily makes products for industrial customers that manufacture their own products (such as appliances, vehicles, airplanes and furniture).

Most Industrial segment equipment is sold worldwide through specialized third party distributors, integrators, design centers, original equipment manufacturers and material suppliers. Some products are sold directly to end users. We work with material suppliers to develop or adapt our equipment for use with specialized and hard-to-handle materials. Distributors promote and sell the equipment, hold inventory, provide product application expertise and offer on-site service, technical support and integration capabilities. Integrators implement large individual installations in manufacturing plants where products and services from a number of different manufacturers are aggregated into a single system. Design centers engineer systems for their customers using our products. Original equipment manufacturers incorporate our Company’s Industrial segment products into systems and assemblies that they then supply to their customers.

Applied Fluid Technologies

In addition to making products for use by industrial customers, the Applied Fluid Technologies division also sells equipment for use by construction contractors. The Applied Fluid Technologies division makes equipment to pump, meter, mix and dispense high performance protective coatings and polyurethane foam (protective coatings and foam); and equipment to pump, meter, mix and dispense sealants and adhesives and composites (advanced fluid dispense).

We make plural component proportioning equipment that applies polyurethane foam to insulate walls, roofing, water heaters, refrigerators, hot tubs and other items. This equipment is used in packaging, architectural design and cavity filling. We also make equipment that applies two-component polyurea coatings to tanks, pipes, roofs, truck beds and concrete. In 2013, we purchased EcoQuip Inc. EcoQuip manufactures vapor-abrasive blasting equipment, which is a product category complementary to protective coatings equipment.

Our advanced fluid dispense products include pumps, meters, applicators and valves that meter, mix and dispense sealant and adhesives. This equipment bonds, molds, seals, vacuum encapsulates, laminates and gaskets parts and devices in a wide variety of industrial applications. We also offer advanced composites equipment, which includes gel coat equipment, chop and wet-out systems, resin transfer molding systems and applicators. This equipment is used, for example, in the manufacture of vehicles, aircraft, boats, wind turbines and bridge materials.

 

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A key product strategy of the Applied Fluid Technologies division is to create and sell technologically superior equipment. We also strive to offer a full range of best-value standard products by using a standardized, modular product structure, with pre-engineered products to cover a broad range of configurations and applications.

Industrial Products

The Industrial Products division makes finishing equipment that applies paint and other coatings to products such as motor vehicles, appliances, furniture and other industrial and consumer products. Our finishing equipment includes liquid and powder finishing products. Our finishing equipment pumps, meters and applies liquids on wood, metals and plastics, and coats powder finish on metals. Finishing strategies include creating and selling technologically superior equipment, providing environmental compliance solutions and providing excellent end user service through specialized third party distribution.

Our liquid finishing equipment includes paint circulating and paint supply pumps, paint circulating advanced control systems, plural component coating proportioners, various accessories to filter, transport, agitate and regulate fluid, and spare parts such as spray tips, seals and filter screens. We also offer a variety of applicators that use different methods of atomizing and spraying the paint or other coatings depending on the viscosity of the fluid, the type of finish desired, and the need to maximize transfer efficiency, minimize overspray and minimize the release of volatile organic compounds into the air. Manufacturers in the automotive, automotive feeder, commercial and recreational vehicle, military and utility vehicle, aerospace, farm, construction, wood and general metals industries use our liquid finishing products.

Our powder finishing products are sold under the Gema® trademark. Gema powder systems coat window frames, metallic furniture, automotive components and sheet metal. Primary end-users of our Gema powder finishing products include manufacturers in the construction, home appliance, automotive component and custom coater industries. We strive to provide innovative production solutions in powder coating for end users in emerging and developed markets.

Process

Our Process division makes pumps that move chemicals, petroleum, food and other fluids. The Process division strives to provide high quality, long lasting products with differentiated technology for specified applications. Manufacturers and processors in the food and beverage, dairy, pharmaceutical, cosmetic, oil and gas, electronics, wastewater, mining and ceramics industries use our pumps. We offer pumps for sanitary applications including FDA-compliant 3-A sanitary pumps, diaphragm pumps, transfer pumps and drum and bin unloaders. Our pumps provide a mechanized solution to a traditionally manual process in a factory of moving fluids from large barrels into equipment that dispenses the fluid into jars or other containers. Subsequent to the 2013 fiscal year end, we purchased QED Environmental Systems, Inc. QED Environmental Systems is a manufacturer of fluid management solutions for the environmental monitoring and remediation industries, an industry in which we have had little previous presence.

Contractor Segment

The Contractor segment generated approximately 31 percent of our Company’s 2013 total sales. The Contractor segment directs its product development, sales and marketing efforts toward three broad applications: paint, texture and pavement maintenance. The Contractor segment markets airless paint and texture sprayers (air, gas, hydraulically- and electrically-powered), accessories (spray guns, hoses and filters) and spare parts (tips and seals) to professional painters in the construction and maintenance industries, tradesmen and do-it-yourselfers. The products are distributed primarily through distributor outlets whose main products are paint and other coatings. Contractor products are also sold through general equipment distributors outside of North America. Certain sprayers and accessories are distributed globally through the home center channel.

Contractor equipment includes a wide variety of sprayers, such as sprayers that apply markings on roads, parking lots, fields, bike paths, crosswalks and floors; texture to walls and ceilings; highly viscous coatings to roofs; and paint to walls and structures. Contractor equipment includes scarifiers that remove markings on roads and other surfaces. We also offer several models of professional grade handheld paint sprayers.

Our Contractor segment sells broad product families with multiple offerings. Our Contractor segment strives for technological innovation in its products. Painters are encouraged to upgrade their equipment regularly to take advantage of the new and/or more advanced features. The Contractor segment strives to expand base markets using new and core technologies.

Contractor products are marketed and sold in all major geographic areas. We continue to add distributors throughout the world that specialize in the sale of Contractor products. Throughout the world, we are pursuing a broad strategy of converting contractors accustomed to manually applying paint and other coatings by brush-and-roller to spray technology.

 

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Lubrication Segment

The Lubrication segment represented approximately 10 percent of our Company’s sales during 2013. The Lubrication segment focuses its engineering, marketing and sales efforts on two main applications: vehicle services and industrial lubrication. The Lubrication segment markets and sells our lubrication equipment worldwide, although the bulk of its sales come from North America. Our lubrication products are sold through independent third party distributors and directly to original equipment manufacturers. Our key Lubrication segment strategies are to provide products with differentiated features that are unique to the industries served and to develop products for geographic expansion. We continue to expand our Lubrication segment sales and marketing resources in EMEA, Asia Pacific, and South and Central America.

In vehicle services, we supply pumps, hose reels, meters, valves and accessories. Our customers include fast oil change facilities, service garages, fleet service centers, automobile dealerships, auto parts stores, service truck builders and heavy equipment service centers.

In industrial lubrication, we offer systems, components and accessories for the automatic lubrication of industrial and commercial equipment, compressors, turbines and on- and off-road vehicles. We offer products that automatically lubricate bearings, gears and generators, and products that evacuate and dispense lubricants. Industries served include gas transmission and petrochemical, pulp and paper, mining and construction, agricultural equipment, food and beverage, material handling, metal manufacturing, wind energy and oil and gas exploration. In 2013, we introduced new electric grease pumps for the mining and heavy equipment industries.

Raw Materials

The primary materials and components in our products are steel of various alloys, sizes and hardness; specialty stainless steel and aluminum bar stock, tubing and castings; tungsten carbide; electric and gas motors; injection molded plastics; sheet metal; forgings; powdered metal; hoses; and electronic components. The materials and components that we use are generally adequately available through multiple sources of supply. To manage cost, we engage in significant global sourcing of materials and components, primarily in the Asia Pacific region.

In 2013, our raw material costs were fairly stable, although we experienced price decreases in copper, stainless steel, aluminum and rare earth metals. These price decreases were somewhat offset by price increases in certain specialty resins and steels. We did not experience any significant shortages of materials in 2013.

We endeavor to address fluctuations in the price and availability of various materials and components through adjustable surcharges and credits, close management of current suppliers, price negotiations and an intensive search for new suppliers. We have performed risk assessments of our key suppliers, and we factor the risks identified into our commodity plans.

Intellectual Property

We own a number of patents and have patent applications pending both in the United States and in other countries, license our patents to others, and are a licensee of patents owned by others. In our opinion, our business is not materially dependent upon any one or more of these patents or licenses. Our Company also owns a number of trademarks in the United States and foreign countries, including registered trademarks for “GRACO,” “Gema,” several forms of a capital “G,” and various product trademarks that are material to our business, inasmuch as they identify Graco and our products to our customers.

Competition

We encounter a wide variety of competitors that vary by product, industry and geographic area. Each of our segments generally has several competitors. Our competitors are both U.S. and foreign companies and range in size. We believe that our ability to compete depends upon product quality, product reliability, innovation, design, customer support and service, personal relationships, specialized engineering and competitive pricing. Although no competitor duplicates all of our products, some competitors are larger than our Company, both in terms of sales of directly competing products and in terms of total sales and financial resources. We also face competitors with different cost structures and expectations of profitability and these companies may offer competitive products at lower prices. We may have to refresh our product line and continue development of our distribution channel to stay competitive. We are also facing competitors who illegally sell counterfeits of our products or otherwise infringe on our intellectual property rights. We may have to increase our intellectual property enforcement activities.

Environmental Protection

Our compliance with federal, state and local environmental laws and regulations did not have a material effect upon our capital expenditures, earnings or competitive position during the fiscal year ended December 27, 2013.

 

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Employees

As of December 27, 2013, we employed approximately 2,700 persons, excluding the employees of the held separate Liquid Finishing businesses (see below). Of this total, approximately 850 were employees based outside the United States, and 800 were hourly factory workers in the United States. None of our Company’s United States employees are covered by a collective bargaining agreement. Various national industry-wide labor agreements apply to certain employees in various countries outside the United States. Compliance with such agreements has no material effect on our Company or our operations.

Acquisition and Planned Divestiture of ITW Liquid Finishing Businesses

We purchased the finishing businesses of Illinois Tool Works Inc. (“ITW Finishing Group”) in April 2012 (the “Finishing Brands Acquisition”). The acquisition included powder and liquid finishing equipment operations, technologies and brands. In liquid finishing, brands include Binks® spray finishing equipment, DeVilbiss® spray guns and accessories, Ransburg® electrostatic equipment and accessories and BGK curing technology (“Liquid Finishing”). In powder finishing, we acquired the Gema® business (“Powder Finishing”). In March 2012, the Federal Trade Commission (“FTC”) issued an order for our Company to hold the Liquid Finishing assets separate from our other businesses. In May 2012, the FTC issued a proposed decision and order that requires us to sell the held separate Liquid Finishing business assets no later than 180 days from the date the order becomes final. The FTC has not yet issued a final decision and order. We believe that the FTC will require us to sell all of the Liquid Finishing assets that are currently held separate. We have retained the services of an investment bank to help us market the held separate businesses and identify potential buyers.

Item 1A. Risk Factors

Changes in Laws and Regulations – Changes may impact how we can do business and the cost of doing business around the world.

The speed and frequency of implementation and the complexity of new or revised laws and regulations globally appear to be increasing. In addition, as our business grows and/or geographically expands, we may become subject to laws and regulations previously inapplicable to our business. These laws and regulations increase our costs of doing business, may affect the manner in which our products will be produced or delivered and may impact our long-term ability to provide returns to our shareholders.

Economic Environment – Demand for our products depends on the level of commercial and industrial activity worldwide.

An economic downturn or financial market turmoil may depress demand for our equipment in all major geographies and markets. If our distributors and original equipment manufacturers are unable to purchase our products because of unavailable credit or unfavorable credit terms or are simply unwilling to purchase our products, our net sales and earnings will be adversely affected. An economic downturn may affect our ability to satisfy the financial covenants in the terms of our financing arrangements.

Growth Strategies – Our growth strategies may not provide the return on investment desired if we are not successful in implementation of these strategies.

Making acquisitions, investing in new products, expanding geographically and targeting new industries are among our growth strategies. We may not obtain the return on investment desired if we are not successful in implementing these growth strategies. Suitable acquisitions must be located, completed and effectively integrated into or added to our existing businesses or corporate structure for this growth strategy to be successful. We may not be able to obtain financing at a reasonable cost. We may be unsuccessful in acquiring and effectively integrating into or adding businesses to our current operations or corporate structure, and may not realize projected efficiencies and cost-savings from the businesses we acquire. We cannot predict how customers, competitors, suppliers and employees will react to the acquisitions that we make. We make significant investments in developing products that have innovative features and differentiated technology in their industries and in niche markets. We are expanding the geographies in which we do business with third party distributors. We cannot predict whether and when we will be able to realize the expected financial results and accretive effect of the acquisitions that we make, the new products that we develop and the channel expansions that we make.

Acquisition - Our acquisition of the finishing businesses of ITW includes a requirement that we divest the acquired Liquid Finishing businesses, which has not been completed and remains subject to FTC approval.

On April 2, 2012, the Company closed its $650 million acquisition of the ITW finishing businesses. The acquisition added the Gema business, a global leader in powder coating technology, which represented approximately one-third of the businesses purchased. The remaining two-thirds of the acquisition is a collection of Liquid Finishing businesses, which the FTC has ordered to be held separate

 

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from Gema and other Graco businesses while the FTC investigates and considers a settlement proposal from Graco. In compliance with the FTC’s order, the Liquid Finishing businesses are being run independently by existing management under the supervision of a trustee who reports directly to the FTC. In May 2012, the FTC issued a proposed decision and order, subject to a 30-day comment period, which requires Graco to sell the Liquid Finishing business assets, including business activities related to the development, manufacture, and sale of Liquid Finishing 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. Until the sale of the Liquid Finishing business assets is completed, Graco must continue to hold the Liquid Finishing business assets separate from its other businesses and maintain them as viable and competitive. The hold separate order requires the Company 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. We cannot predict to what extent or when the required regulatory approvals will be obtained. We cannot predict the extent of the acquired businesses required to be divested, although we believe that the FTC will require us to sell all of the Liquid Finishing business assets that are currently held separate. Additional risk factors include whether the Company will be able to find a suitable purchaser(s) and structure the divestiture on acceptable terms, and whether the Company will be able to complete a divestiture in a time frame that is satisfactory to the FTC.

Political Instability – Uncertainty surrounding political leadership may limit our growth opportunities.

Domestic political instability, including government shut downs, may limit our ability to grow our business. International political instability may prevent us from expanding our business into certain geographies and may also limit our ability to grow our business. Terrorist activities and civil disturbances may harm our business.

Intellectual Property – Demand for our products may be affected by new entrants who copy our products and/or infringe on our intellectual property.

From time to time, our Company has been faced with instances where competitors have infringed or improperly used our intellectual property and/or taken advantage of our design and development efforts. The ability to enforce intellectual property varies across jurisdictions. Asian copiers are becoming more prevalent. If our Company is unable to effectively meet these challenges, they could adversely affect our revenues and profits and hamper our ability to grow.

Suppliers – Risks associated with foreign sourcing, supply interruption, delays in raw material or component delivery, supply shortages and counterfeit components may adversely affect our production or profitability.

We are sourcing an increasing percentage of our materials and components from suppliers outside the United States, and from suppliers within the United States who engage in foreign sourcing. Long lead times or supply interruptions associated with a global supply base may reduce our flexibility and make it more difficult to respond promptly to fluctuations in demand or respond quickly to product quality problems. Changes in exchange rates between the U.S. dollar and other currencies and fluctuations in the price of commodities may impact the manufacturing costs of our products and affect our profitability. Protective tariffs, unpredictable changes in duty rates, and trade regulation changes may make certain foreign-sourced parts no longer competitively priced. Long supply chains may be disrupted by environmental events or other political factors. Raw materials may become limited in availability from certain regions. Port labor disputes may delay shipments. We source a large volume and a variety of electronic components, which exposes us to an increased risk of counterfeit components entering our supply chain. If counterfeit components unknowingly become part of our products, we may need to stop delivery and rebuild our products. We may be subject to warranty claims and may need to recall products.

Foreign Operations – Conducting business internationally exposes our Company to risks that could harm our business.

In 2013, approximately 55 percent of our sales were generated by customers located outside the United States. We are increasing our presence in advancing economies. Operating and selling outside of the United States exposes us to certain risks that could adversely impact our sales volume, rate of growth or profitability. These risks include: complying with foreign legal and regulatory requirements, international trade factors (export controls, trade sanctions, duties, tariff barriers and other restrictions), protection of our proprietary technology in certain countries, potentially burdensome taxes, potential difficulties staffing and managing local operations, and changes in exchange rates. Changes in exchange rates will impact our reported sales and earnings and may make it difficult for some of our distributors to purchase products.

Competition – Our success depends upon our ability to develop, market and sell new products that meet our customers’ needs, and anticipate industry changes.

Our profitability will be affected if we do not develop new products and technologies that meet our customers’ needs. Our ability to develop, market and sell products that meet our customers’ needs depends upon a number of factors, including anticipating the

 

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features and products that our customers will need in the future, identifying and entering into new markets, and training our distributors. Changes in industries in which we participate, including consolidation of competitors and customers, could affect our success. Price competition and competitor strategies could affect our success.

Legal Proceedings – Costs associated with claims, litigation, administrative proceedings and regulatory reviews, and potentially adverse outcomes, may affect our profitability.

As our Company grows, we are at an increased risk of being a target in litigation, administrative proceedings and regulatory reviews. The cost of defending such matters appears to be increasing, particularly in the United States. We may also need to pursue claims or litigation to protect our interests. Such costs may adversely affect our Company’s profitability. Our businesses expose us to potential toxic tort, product liability and commercial claims. Successful claims against the Company may adversely affect our results.

Anti-Corruption Laws – We may incur costs and suffer damages if our employees, agents, distributors or suppliers violate anti-bribery, anti-corruption or trade laws and regulations.

Bribery, corruption and trade laws and regulations, and enforcement thereof, is increasing in frequency and severity on a global basis. If our internal controls and compliance program do not successfully prevent our employees, agents, distributors, suppliers and other third parties with whom we do business from violating anti-corruption laws, we may incur defense costs, fines, penalties and reputational damage.

Major Customers – Our Contractor segment depends on a few large customers for a significant portion of its sales. Significant declines in the level of purchases by these customers could reduce our sales and impact segment profitability.

Our Contractor segment derives a significant amount of revenue from a few large customers. Substantial decreases in purchases by these customers, difficulty in collecting amounts due or the loss of their business would adversely affect the profitability of this segment. The business of these customers is dependent upon the economic vitality of the construction and home maintenance markets. If these markets decline, the business of our customers could be adversely affected and their purchases of our equipment could decrease.

Variable Industries – Our success may be affected by variations in the construction and automotive industries.

Our business may be affected by fluctuations in residential, commercial and institutional building and remodeling activity. Changes in construction materials and techniques may also impact our business. Our business may also be affected by fluctuations in the automotive industry.

Security Breaches – Intrusion into our information systems may impact our business.

Security breaches or intrusion into our information systems, and the breakdown, interruption in or inadequate upgrading or maintenance of our information processing software, hardware or networks may impact our business. Security breaches or intrusion into the systems or data of the third parties with whom we conduct business may also harm our business.

Natural Disasters – Our operations are at risk of damage or destruction by natural disasters.

The loss of, or substantial damage to, one of our facilities could make it difficult to supply our customers with product and provide our employees with work. Flooding, tornadoes, typhoons, unusually heavy precipitation or earthquakes could adversely impact our operations.

Item 1B. Unresolved Staff Comments

None.

 

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Item 2. Properties

Our facilities are in satisfactory condition, suitable for their respective uses, and are generally adequate to meet current needs. A description of our principal facilities is set forth in the chart below. Facilities are used by all segments, unless otherwise noted.

 

 

   Facility  

 

Owned or

Leased

 

 

Square

Footage

       Facility Activities    

 

 

North America

 

 
   Tlalnepantla, State of Mexico, Mexico   Leased   4,000     

Manufacturing, warehouse and office for Industrial segment

 

 
   Oakland, California, United States   Leased   1,500     

Warehouse for Industrial segment

 

 
   San Leandro, California, United States   Leased   12,100     

Manufacturing, warehouse and office for Industrial segment

 

 
   Indianapolis, Indiana, United States   Owned   63,500     

Warehouse, office, product development and application laboratory for Industrial segment

 

 
   Dexter, Michigan, United States   Leased   31,300     

Manufacturing, warehouse, office, and product development for Industrial segment

 

 
   Minneapolis, Minnesota, United States   Owned   142,000     

Corporate office; office and product development for Industrial segment

 

 
   Minneapolis, Minnesota, United States   Owned   42,000     

Office for Information Systems, Accounting Services and Purchasing Departments

 

 
   Minneapolis, Minnesota, United States   Owned   405,000     

Manufacturing, warehouse and office for Industrial segment

 

 
   Minneapolis, Minnesota, United States   Owned   86,700     

Warehouse

 

 
   Anoka, Minnesota, United States   Owned   207,000     

Manufacturing, warehouse, office and product development for Lubrication segment

 

 
   Rogers, Minnesota, United States   Owned   333,000     

Manufacturing, warehouse, office and product development for Contractor segment

 

 
   Rogers, Minnesota, United States   Leased   227,100     

Warehouse and office

 

 
   Rogers, Minnesota, United States   Leased   42,900     

Warehouse and office

 

 
   North Canton, Ohio, United States   Owned   132,000     

Manufacturing, warehouse, office, product development and application laboratory for Industrial segment

 

 
   Sioux Falls, South Dakota, United States   Owned   149,000     

Manufacturing, warehouse and office for Industrial and Contractor segment spray guns and accessories

 

 
   Chesapeake, Virginia, United States   Leased   9,600     

Manufacturing and office for Industrial segment

 

 
   Chesapeake, Virginia, United States   Leased   3,300     

Warehouse for Industrial segment

 

 

 

Europe

 

 
   Maasmechelen, Belgium   Owned   175,000      Warehouse, office and assembly; European training, testing and education center  

 

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   Valence, France     Leased    3,900    

Office for Industrial segment

 

 
   Rödermark, Germany     Leased    8,600    

Warehouse and office for Industrial segment

 

 
   Milan, Italy     Leased    7,500    

Office and warehouse for Industrial segment

 

 
   Sibiu, Romania     Leased    31,000    

Manufacturing for Industrial segment

 

 
   St. Gallen, Switzerland     Owned    78,000    

Manufacturing, warehouse, office, product development and application laboratory for Industrial segment

 

 
   St. Gallen, Switzerland     Leased    9,000    

Manufacturing for Industrial segment

 

 
   Poole, Dorset, United Kingdom     Leased    3,500    

Office and warehouse for Industrial segment

 

 

 

Asia Pacific

 

 
   Bundoora, Australia     Leased    2,500    

Office

 

 
   Derrimut, Australia     Leased    7,500    

Warehouse

 

 
   Shanghai, P.R.C.     Leased    29,000    

Office; Asia Pacific training, testing and education center

 

 

Shanghai Waiqaoqiao Free Trade Zone, P.R.C.

    Leased    13,700    

Warehouse

 

 
   Shanghai, P.R.C.     Leased    27,000    

Office and warehouse for Industrial segment

 

 
   Suzhou, P.R.C.     Owned    79,000    

Manufacturing, warehouse, office and product development

 

 
   Yokohama, Japan     Leased    18,500    

Office

 

 
   Anyang, South Korea     Leased    5,100    

Office

 

 
   Gwangjoo, South Korea     Leased    10,700    

Warehouse

 

 

 

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Item 3. Legal Proceedings

Our Company is engaged in routine litigation, administrative proceedings and regulatory reviews incident to our business. It is not possible to predict with certainty the outcome of these unresolved matters, but management believes that they will not have a material effect upon our operations or consolidated financial position.

Item 4. Mine Safety Disclosures

Not applicable.

Executive Officers of Our Company

The following are all the executive officers of Graco Inc. as of February 18, 2014:

Patrick J. McHale, 52, is President and Chief Executive Officer, a position he has held since June 2007. He served as Vice President and General Manager, Lubrication Equipment Division from June 2003 to June 2007. He was Vice President, Manufacturing and Distribution Operations from April 2001 to June 2003. He served as Vice President, Contractor Equipment Division from February 2000 to April 2001. From September 1999 to February 2000, he was Vice President, Lubrication Equipment Division. Prior to September 1999, he held various manufacturing management positions in Minneapolis, Minnesota; Plymouth, Michigan; and Sioux Falls, South Dakota. Mr. McHale joined the Company in 1989.

David M. Ahlers, 55, became Vice President, Human Resources and Corporate Communications in April 2010. From September 2008 through March 2010, he served as the Company’s Vice President, Human Resources. Prior to joining Graco, Mr. Ahlers held various human resources positions, including, most recently, Chief Human Resources Officer and Senior Managing Director of GMAC Residential Capital, from August 2003 to August 2008. He joined the Company in 2008.

Caroline M. Chambers, 49, was elected Vice President, Corporate Controller and Information Systems on December 6, 2013. She has also served as the Company’s principal accounting officer since September 2007. From April 2009 to December 2013, she was Vice President and Corporate Controller. She served as Vice President and Controller from December 2006 to April 2009. She was Corporate Controller from October 2005 to December 2006 and Director of Information Systems from July 2003 through September 2005. Prior to becoming Director of Information Systems, she held various management positions in the internal audit and accounting departments. Prior to joining Graco, Ms. Chambers was an auditor with Deloitte & Touche in Minneapolis, Minnesota and Paris, France. Ms. Chambers joined the Company in 1992.

Mark D. Eberlein, 53, is Vice President and General Manager, Process Division, a position he has held since January 2013. From November 2008 to December 2012, he was Director, Business Development, Industrial Products Division. He was Director, Manufacturing Operations, Industrial Products Division from January to October 2008. From 2001 to 2008, he was Manufacturing Operations Manager of a variety of Graco business divisions. Prior to joining Graco, Mr. Eberlein worked as an engineer at Honeywell and at Sheldahl. He joined the Company in 1996.

Karen Park Gallivan, 57, became Vice President, General Counsel and Secretary in September 2005. She was Vice President, Human Resources from January 2003 to September 2005. Prior to joining Graco, she was Vice President of Human Resources and Communications at Syngenta Seeds, Inc. from January 1999 to January 2003. From 1988 through January 1999, she was the general counsel of Novartis Nutrition Corporation. Prior to joining Novartis, Ms. Gallivan was an attorney with the law firm of Rider, Bennett, Egan & Arundel, L.L.P. She joined the Company in 2003.

James A. Graner, 69, became Chief Financial Officer in September 2005, a position he held in conjunction with Treasurer from September 2005 to June 2011. He served as Vice President and Controller from March 1994 to September 2005. He was Treasurer from May 1993 through February 1994. Prior to becoming Treasurer, he held various managerial positions in the treasury, accounting and information systems departments. He joined the Company in 1974.

Dale D. Johnson, 59, became Vice President and General Manager, Contractor Equipment Division in April 2001. From January 2000 through March 2001, he served as President and Chief Operating Officer. From December 1996 to January 2000, he was Vice President, Contractor Equipment Division. Prior to becoming the Director of Marketing, Contractor Equipment Division in June 1996, he held various marketing and sales positions in the Contractor Equipment division and the Industrial Equipment division. He joined the Company in 1976.

Jeffrey P. Johnson, 54, became Vice President and General Manager, EMEA in January 2013. From February 2008 to December 2012 he was Vice President and General Manager, Asia Pacific. He served as Director of Sales and Marketing, Applied Fluid Technologies Division, from June 2006 until February 2008. Prior to joining Graco, he held various sales and marketing positions,

 

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including, most recently, President of Johnson Krumwiede Roads, a full-service advertising agency, and European sales manager at General Motors Corp. He joined the Company in 2006.

David M. Lowe, 58, became Executive Vice President, Industrial Products Division in April 2012. From February 2005 to April 2012, he was Vice President and General Manager, Industrial Products Division. He was Vice President and General Manager, European Operations from September 1999 to February 2005. Prior to becoming Vice President, Lubrication Equipment Division in December 1996, he was Treasurer. Mr. Lowe joined the Company in 1995.

Bernard J. Moreau, 53, is Vice President and General Manager, South and Central America, a position he has held since January 2013. From November 2003 to December 2012, he was Sales and Marketing Director, EMEA, Industrial/Automotive Equipment Division. From January 1997 to October 2003, he was Sales Manager, Middle East, Africa and East Europe. Prior to 1997, he worked in various Graco sales engineering and sales management positions, mainly to support Middle East, Africa and southern Europe territories. He joined the Company in 1985.

Peter J. O’Shea, 49, became Vice President and General Manager, Asia Pacific in January 2013. From January 2012 until December 2012, he was Director of Sales and Marketing, Industrial Products Division, and from 2008 to 2012, he was Director of Sales and Marketing, Industrial Products Division and Applied Fluid Technologies Division. He was Country Manager, Australia - New Zealand from 2005 to 2008, and from 2002 to 2005 he served as Business Development Manager, Australia - New Zealand. Prior to becoming Business Development Manager, Australia - New Zealand, he worked in various Graco sales management positions. Mr. O’Shea joined the Company in 1995.

Charles L. Rescorla, 62, was elected Vice President, Corporate Manufacturing, Distribution Operations and Corporate Development on December 6, 2013. From June 2011 to December 2013, he was Vice President, Corporate Manufacturing, Information Systems and Distribution Operations. He was Vice President, Manufacturing, Information Systems and Distribution Operations from April 2009 to June 2011. He served as Vice President, Manufacturing and Distribution Operations from September 2005 to April 2009. From June 2003 to September 2005, he was Vice President, Manufacturing/Distribution Operations and Information Systems. From April 2001 until June 2003, he was Vice President and General Manager, Industrial/Automotive Equipment Division. Prior to April 2001, he held various positions in manufacturing and engineering management. Mr. Rescorla joined the Company in 1988.

Christian E. Rothe, 40, became Vice President and Treasurer in June 2011. Prior to joining Graco, he held various positions in business development, accounting and finance, including, most recently, at Gardner Denver, Inc., a manufacturer of highly engineered products, as Vice President, Treasurer from January 2011 to June 2011, Vice President - Finance, Industrial Products Group from October 2008 to January 2011, and Director, Strategic Planning and Development from October 2006 to October 2008. Mr. Rothe joined the Company in 2011.

Mark W. Sheahan, 49, became Vice President and General Manager, Applied Fluid Technologies Division in February 2008. He served as Chief Administrative Officer from September 2005 until February 2008, and was Vice President and Treasurer from December 1998 to September 2005. Prior to becoming Treasurer in December 1996, he was Manager, Treasury Services. He joined the Company in 1995.

Brian J. Zumbolo, 44, became Vice President and General Manager, Lubrication Equipment Division in August 2007. He was Director of Sales and Marketing, Lubrication Equipment and Applied Fluid Technologies, Asia Pacific, from November 2006 through July 2007. From February 2005 to November 2006, he was the Director of Sales and Marketing, High Performance Coatings and Foam, Applied Fluid Technologies Division. Mr. Zumbolo was the Director of Sales and Marketing, Finishing Equipment from May 2004 to February 2005. Prior to May 2004, he held various marketing positions in the Industrial Equipment division. Mr. Zumbolo joined the Company in 1999.

Except as otherwise noted above, the Board of Directors elected or re-elected the above executive officers to their current positions on December 7, 2012, effective January 1, 2013.

 

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PART II

Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Graco Common Stock

Graco common stock is traded on the New York Stock Exchange under the ticker symbol “GGG.” As of February 4, 2014, the share price was $67.67 and there were 60,862,154 shares outstanding and 2,767 common shareholders of record, which includes nominees or broker dealers holding stock on behalf of an estimated 42,000 beneficial owners.

High and low sales prices for the Company’s common stock and dividends declared for each quarterly period in the past two years were as follows:

 

     First
    Quarter    
     Second
    Quarter    
     Third
    Quarter    
     Fourth
    Quarter    
 

2013

           

Stock price per share

           

High

   $ 59.81       $ 65.43       $ 74.70       $ 79.66   

Low

     52.45         53.90         62.84         72.39   

Dividends declared per share

     0.25         0.25         0.25         0.28   

2012

           

Stock price per share

           

High

   $ 53.25       $ 56.66       $ 52.69       $ 53.25   

Low

     39.79         43.19         41.09         44.91   

Dividends declared per share

     0.23         0.23         0.23         0.25   

The graph below compares the cumulative total shareholder return on the common stock of the Company for the last five fiscal years with the cumulative total return of the S&P 500 Index and the Dow Jones Industrial Machinery Index over the same period (assuming the value of the investment in Graco common stock and each index was $100 on December 26, 2008, and all dividends were reinvested).

 

LOGO

        2008          2009          2010          2011          2012          2013   

Dow Jones Industrial Machinery

   100    141    192    182    223    326

S&P 500

   100    126    146    149    172    228

Graco Inc.

   100    138    186    197    250    388

 

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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 authorization, 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 stock option exercises.

Information on issuer purchases of equity securities follows:

 

Period

  

Total

Number

of Shares

  Purchased  

      Average 
Price
Paid per
Share
    

Total Number of

Shares Purchased

  as Part of Publicly  

Announced Plans

or Programs

    

 Maximum Number 

of Shares that May

Yet Be Purchased

Under the Plans

or Programs

(at end of period)

 

Sep 28, 2013 - Oct 25, 2013

     100,000       $ 75.70         100,000         5,469,918   

Oct 26, 2013 - Nov 22, 2013

     200,000       $ 77.63         200,000         5,269,918   

Nov 23, 2013 - Dec 27, 2013

     229,800       $ 76.59         229,800         5,040,118   

Item 6. Selected Financial Data

Graco Inc. and Subsidiaries (in thousands, except per share amounts)

 

     2013      2012      2011      2010      2009  

Net sales

   $    1,104,024       $    1,012,456       $    895,283       $    744,065       $    579,212   

Net earnings

     210,822         149,126         142,328         102,840         48,967   

Per common share

              

Basic net earnings

   $ 3.44       $ 2.47       $ 2.36       $ 1.71       $ 0.82   

Diluted net earnings

     3.36         2.42         2.32         1.69         0.81   

Cash dividends declared

     1.03         0.93         0.86         0.81         0.77   

Total assets

   $ 1,327,228       $ 1,321,734       $ 874,309       $ 530,474       $ 476,434   

Long-term debt (including current portion)

     408,370         556,480         300,000         70,255         86,260   

Net sales in 2012 included $93 million from Powder Finishing operations acquired in April 2012. The Company used long-term borrowings and available cash balances to complete the $668 million purchase of Powder Finishing and Liquid Finishing businesses in 2012.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

 

    Overview
    Acquisition
    Results of Operations
    Segment Results
    Financial Condition and Cash Flow
    Critical Accounting Estimates
    Recent Accounting Pronouncements

Overview

Graco designs, manufactures and markets systems and equipment to pump, meter, mix and dispense a wide variety of fluids and coatings. The Company specializes in equipment for applications that involve difficult-to-handle materials with high viscosities, materials with abrasive or corrosive properties and multiple-component materials that require precise ratio control. Graco sells primarily through independent third-party distributors worldwide to industrial and contractor end-users. More than half of our sales are outside of the United States. Graco’s business is classified by management into three reportable segments, each responsible for product development, manufacturing, marketing and sales of their products.

Graco’s key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end user markets, expanding distribution globally and completing strategic acquisitions that provide additional channel and technologies. Long-term financial growth targets accompany these strategies, including our expectation of 10 percent revenue growth and 12 percent consolidated net earnings growth. In 2013, the Process division was created within the Industrial segment to provide specific focus on development of product and channel related to industrial in-plant applications. In addition, a regional management team was formed to focus on building commercial resources in South and Central America. We continued to develop new products in each division including products that are expected to drive incremental sales growth, such as the development of equipment for packaging applications as well as continued refresh and upgrades of existing product lines. We acquired EcoQuip and QED, with combined annual revenues of approximately $30 million. Both acquisitions were completed in December 2013, although the QED acquisition closed subsequent to fiscal year end.

Manufacturing is a key competency of the Company. Our management team in Minneapolis provides strategic manufacturing expertise, and is also responsible for factories not fully aligned with a single division. Our primary manufacturing facilities are in the United States and Switzerland, and our primary distribution facilities are located in the United States, Belgium, Switzerland, P.R.C., Japan, Korea and Australia.

Finishing Brands Acquisition

On April 2, 2012, we completed the Finishing Brands acquisition, including Powder Finishing operations and Liquid Finishing operations. Results of the Powder Finishing business have been included in the Industrial segment since the date of acquisition. Pursuant to the hold separate order issued by the FTC, the Liquid Finishing business is being held separate from the rest of Graco’s businesses until the FTC has issued its final order and the divestiture of the Liquid Finishing business is completed.

We have retained the services of an investment bank to help us market the Liquid Finishing businesses and identify potential buyers. While we seek a buyer, we must continue to hold the Liquid Finishing business assets separate from our other businesses and maintain them as viable and competitive. In accordance with the hold separate order, the Liquid Finishing businesses are managed independently by experienced Liquid Finishing business managers, under the supervision of a trustee appointed by the FTC, who reports directly to the FTC.

Under terms of the hold separate order, the Company does not have the power to direct the activities of the Liquid Finishing businesses that most significantly impact the economic performance of those businesses. Therefore, we have determined that the Liquid Finishing businesses are variable interest entities for which the Company is not the primary beneficiary and that they should not be consolidated. Furthermore, the Company does not have a controlling interest in the Liquid Finishing businesses, nor is it able to exert significant influence over the Liquid Finishing businesses. Consequently, our investment in the shares of the Liquid Finishing businesses has been reflected as a cost-method investment on our Consolidated Balance Sheets as of December 27, 2013 and December 28, 2012, and their 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 current earnings of Liquid Finishing. Dividends of $28 million

 

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and $12 million received in 2013 and 2012, respectively, are included in other expense (income) on the Consolidated Statements of Earnings. We evaluate our cost-method investment for other-than-temporary impairment at each reporting period. As of December 27, 2013, we evaluated our investment in Liquid Finishing and determined that there was no impairment.

Results of Operations

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

 

     2013      2012      2011  

Net Sales

    $     1,104        $     1,012        $ 895   

Operating Earnings

     280         225         220   

Net Earnings

     211         149         142   

Diluted Net Earnings per Common Share

    $ 3.36        $ 2.42        $     2.32   

2013 Summary:

    Net sales grew by 9 percent, including increases of 11 percent in the Americas, 10 percent in EMEA and 3 percent in Asia Pacific. Sales in the Industrial segment grew by 8 percent, sales in the Contractor segment grew by 15 percent and sales in the Lubrication segment decreased by 1 percent.
    First quarter 2013 sales from acquired Powder Finishing operations contributed approximately 3 percentage points to 2013 sales growth.
    Changes in currency translation rates did not have a significant impact on sales or earnings in 2013.
    Gross profit margin as a percentage of sales increased to 55 percent from 54 percent. The effects of realized price increases and higher production volume offset the unfavorable effect of changes in product mix, including the effect of increased Powder Finishing equipment and Contractor segment sales. In 2012, non-recurring purchase accounting effects reduced gross margin for the year by approximately 1 percentage point.
    Investment in new product development was $51 million or 5 percent of sales in 2013.
    Total operating expenses increased $2 million over 2012, with increases in product development and selling and marketing activities largely offset by decreases in general and administrative expenses, including a $14 million decrease in acquisition and divestiture costs.
    Operating earnings were 25 percent of sales in 2013 as compared to 22 percent in 2012.
    Other expense (income) included dividends received from the Liquid Finishing businesses that are held separate from the Company’s other businesses. Dividends for 2013 and 2012 totaled $28 million and $12 million, respectively.
    The effective tax rate was 27 percent, down from 31 percent in 2012. The lower rate for 2013 reflected the effects of higher after-tax dividend income received from the Liquid Finishing businesses and the federal R&D credit that was renewed in 2013, effective retroactive to the beginning of 2012. There was no R&D credit recognized in 2012.
    Cash flows from operations grew to $243 million compared to $190 million in the prior year, with increases in working capital in line with volume growth.
    Long-term debt was $408 million at December 27, 2013, compared to $556 million at December 28, 2012.
    Dividends paid totaled $61 million in 2013.
    The Company repurchased $68 million of its stock in 2013 compared to $1 million in 2012.

2012 Summary:

    Our net sales grew by 13 percent, including increases of 13 percent in the Americas, 22 percent in EMEA and 5 percent in Asia Pacific. Sales in the Industrial segment grew by 20 percent, sales in the Contractor segment grew by 3 percent and sales in the Lubrication segment increased by 7 percent.
    Sales from acquired Powder Finishing operations totaled $93 million since April 2012, or 10 percentage points of our total growth in 2012 sales, and included $19 million in the Americas, $52 million in EMEA and $22 million in Asia Pacific.
    Foreign currency translation rates decreased sales by approximately $15 million and decreased earnings by approximately $5 million when compared to 2011 rates.

    Operating earnings were 22 percent of sales in 2012 as compared to 25 percent in 2011.
    Gross profit margin as a percentage of sales decreased 1 12 percentage points. Non-recurring purchase accounting effects related to acquired inventory totaled $7 million, reducing gross margin percentage for the year by approximately 1 percentage point. The effects of strong operational performance in legacy businesses offset the unfavorable effect of lower margin rates on acquired Powder Finishing operations.
    Investment in new product development was $49 million or 5 percent of sales in 2012.
    Total operating expenses were $45 million higher than 2011, including $25 million from Powder Finishing operations, an $8 million increase in acquisition and divestiture costs, $5 million from additional product development expenditures and an increase of $5 million in pension costs.

 

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    The April purchase of Powder Finishing and Liquid Finishing operations had significant impacts on interest expense, an increase of $10 million for the year, and other expense (income), which included dividend income of $12 million received from the Liquid Finishing businesses held as a cost-method investment.
    The effective tax rate was 31 percent as compared to 32 percent in 2011. The rate in 2012 was reduced by the effect of after-tax dividend income received from the Liquid Finishing investment.
    Cash flows from operations grew to $190 million compared to $162 million in the prior year, with modest changes in working capital.
    We paid $668 million to complete the Finishing Brands acquisition, which included the Powder Finishing operations that have been included in the Industrial segment since the date of acquisition and the Liquid Finishing operations that are held separate, using available cash and $350 million of borrowings on a new credit agreement.
    Dividends paid totaled $54 million in 2012.

The following table presents net sales by geographic region (in millions):

 

     2013      2012      2011  

Americas

    $ 595        $ 536        $ 476   

EMEA

     283         257         211   

Asia Pacific

     226         219         208   
  

 

 

    

 

 

    

 

 

 

Total

    $     1,104        $     1,012        $     895   
  

 

 

    

 

 

    

 

 

 

 

1 North, South and Central America, including the United States. Sales in the United States were $498 million in 2013, $441 million in 2012 and $394 million in 2011.
2 Europe, Middle East and Africa

In 2013, sales in the Americas increased by 11 percent in total, with increases of 6 percent in the Industrial segment, 22 percent in the Contractor segment and flat in the Lubrication segment as compared to the prior year. The increase in the Americas was led by the Contractor segment, which benefited from growth in U.S. housing starts and construction spending. Increased sales in the Industrial segment were driven by improvement in a variety of general industrial, construction and process-related end-markets. Sales in the Lubrication segment reflected modest demand growth in vehicle service applications and a low rate of investment by industrial lubrication customers.

In 2013, sales in EMEA increased by 10 percent (8 percent at consistent translation rates). Sales in the Industrial segment increased by 12 percent (9 percent at consistent translation rates). Sales increased by 4 percent in the Contractor segment (2 percent at consistent translation rates) and increased by 14 percent in the Lubrication segment (12 percent at consistent translation rates). We continued to see growth during 2013 in the emerging markets of EMEA, though end-markets in many industries remained weak in Western Europe throughout much of the year.

In 2013, sales in Asia Pacific grew by 3 percent (5 percent at consistent translation rates). Sales increased by 7 percent in the Industrial segment (10 percent at consistent translation rates). Sales in the Contractor segment decreased by 4 percent (3 percent at consistent translation rates) and sales in the Lubrication segment decreased by 13 percent (10 percent at consistent translation rates). Industrial project activity was strong in the fourth quarter, which brought the Industrial segment back to modest growth for the year. However, we continue to see lack of growth in a number of markets throughout Asia Pacific, including shipyards, container manufacturing, heavy machinery, manufacturing, housing, paint and mining, and we face an increased level of competition in the region.

In 2012, sales in the Americas increased by 13 percent, with increases of 19 percent in the Industrial segment, 5 percent in the Contractor segment and 13 percent in the Lubrication segment as compared to the prior year. Growth related to the acquired Powder Finishing business was 4 percentage points. The increase in the Americas reflected strength across a range of product lines with growth in a number of industrial end-markets as well as growth in the housing and construction industries.

In 2012, sales in EMEA increased by 22 percent (28 percent at consistent translation rates), primarily due to the sales from Powder Finishing of $52 million since the acquisition. Sales of legacy Graco products in the Industrial segment decreased by 2 percent during 2012 (increased by 3 percent at consistent translation rates). Sales decreased by 5 percent in the Contractor segment (flat at consistent translation rates) and increased by 2 percent in the Lubrication segment (7 percent at consistent translation rates). We continued to see growth during 2012 in the emerging markets of Eastern Europe and the Middle East, though end-markets in many industries remained weak in Western Europe.

In 2012, sales in Asia Pacific grew by 5 percent overall. Sales of Powder Finishing equipment were $22 million from the date of acquisition. Sales decreased by 7 percent in 2012 for legacy Graco products in the Industrial segment. Sales in the Contractor

 

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segment grew by 4 percent and sales in the Lubrication segment decreased by 10 percent. Activity levels in many end-markets remained challenging throughout the region and across product categories throughout 2012.

The following table presents components of net sales change:

 

    2013  
    Segment          Region              
      Industrial          Contractor         Lubrication             Americas           Europe         Asia Pacific            Consolidated  

Volume and Price

    3  %           14  %           -  %             10  %          2  %          1  %              6  %     

Acquisitions

    5  %           -  %           -  %             1  %          6  %          4  %              3  %     

Currency

    -  %           1  %           (1) %             -  %          2  %          (2) %              -  %     
 

 

 

    

 

 

    

 

 

      

 

 

   

 

 

   

 

 

       

 

 

 

Total

    8  %           15  %           (1) %             11  %          10  %          3  %              9  %     
 

 

 

    

 

 

    

 

 

      

 

 

   

 

 

   

 

 

       

 

 

 
    2012  
    Segment          Region              
    Industrial      Contractor      Lubrication          Americas     Europe     Asia Pacific           Consolidated  

Volume and Price

    3  %           4  %           8  %             9  %          2  %          (5) %              4  %     

Acquisitions

    19  %           -  %           -  %             4  %          26  %          10  %              10  %     

Currency

    (2) %           (1) %           (1) %             -  %          (6) %          -  %              (1) %     
 

 

 

    

 

 

    

 

 

      

 

 

   

 

 

   

 

 

       

 

 

 

Total

    20  %           3  %           7  %             13  %          22  %          5  %              13  %     
 

 

 

    

 

 

    

 

 

      

 

 

   

 

 

   

 

 

       

 

 

 

The following table presents an overview of components of operating earnings as a percentage of net sales:

 

     2013      2012      2011  

Net Sales

       100.0 %             100.0 %             100.0 %     

Cost of products sold

     45.0              45.6              44.1        
  

 

 

    

 

 

    

 

 

 

Gross profit

     55.0              54.4              55.9        

Product development

     4.7              4.8              4.7        

Selling, marketing and distribution

     16.1              16.2              16.9        

General and administrative

     8.9              11.2              9.8        
  

 

 

    

 

 

    

 

 

 

Operating earnings

     25.3              22.2              24.5        

Interest expense

     1.6              1.9              1.0        

Other expense (income), net

     (2.5)              (1.1)              0.1        
  

 

 

    

 

 

    

 

 

 

Earnings before income taxes

     26.2              21.4              23.4        

Income taxes

     7.1              6.7              7.5        
  

 

 

    

 

 

    

 

 

 

Net Earnings

     19.1 %           14.7 %           15.9 %     
  

 

 

    

 

 

    

 

 

 

2013 Compared to 2012

Operating earnings as a percentage of sales were 25 percent in 2013 as compared to 22 percent in 2012. Expense leverage and reductions of acquisition and divestiture costs led to the improvements in operating earnings as a percentage of sales.

Gross profit margin as a percentage of sales was 55 percent in 2013 as compared to 54 percent in 2012. The favorable effect of realized price increases and higher production volume offset the unfavorable effect of changes in product mix, including increased sales of powder finishing equipment and Contractor segment sales. For 2012, non-recurring purchase accounting effects reduced the gross margin percentage by approximately 1 percentage point.

Operating expenses for the year increased $2 million over 2012 with business activity-related increases largely offset by decreases in acquisition and divestiture costs in 2013. Acquisition and divestiture costs were $2 million in 2013, as compared to $16 million in 2012. Overall, product development spending was 5 percent of sales in 2013, consistent with 2012.

Interest expense was $18 million in 2013, a decrease of $1 million from 2012. Other expense (income) included dividends received from the Liquid Finishing businesses that are held separate from the Company’s other businesses. Dividends for the year totaled $28 million in 2013 and $12 million in 2012.

 

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The effective income tax rate was 27 percent for the year as compared to 31 percent in 2012. The lower rate for 2013 reflected the effects of higher after-tax dividend income received from the Liquid Finishing businesses and the federal R&D credit that was renewed in 2013, effective retroactive to the beginning of 2012. There was no R&D credit recognized in 2012.

2012 Compared to 2011

Operating earnings as a percentage of sales were 22 percent in 2012 as compared to 25 percent in 2011. The impact of purchase accounting related to the Powder Finishing acquisition, higher acquisition/divestiture costs and an increase in pension costs were partially offset by other operating improvements.

Gross profit margin as a percentage of sales was 54 percent in 2012 as compared to 56 percent in 2011. Non-recurring purchase accounting effects totaling $7 million related to acquired inventory with the Powder Finishing operations reduced the gross margin percentage by approximately 1 percentage point. Strong operating performance and cost management improved margins on the legacy Graco operations, partially offsetting the lower margin rates on acquired Powder Finishing operations.

Operating expenses for the year increased $45 million, including $25 million from Powder Finishing operations, an increase of $8 million for acquisition and divestiture costs, an increase of $5 million in product development spending and an increase of $5 million in pension expense. Overall, product development spending was 5 percent of sales in 2012, consistent with 2011.

The purchase of Powder Finishing and Liquid Finishing operations had significant impacts on interest expense (an increase of $10 million for the year) and other expense (income), which included dividend income of $12 million received from the Liquid Finishing businesses held as a cost-method investment.

The effective income tax rate was 31 percent for the year as compared to 32 percent in 2011. The 2012 effective tax rate was reduced by the effect of the investment income from the Liquid Finishing businesses held separate and the effect of a tax rate change on deferred liabilities related to a tax holiday received in a foreign jurisdiction.

Segment Results

The following table presents net sales and operating earnings by business segment (in millions):

 

     2013      2012      2011  

Sales

        

Industrial

   $ 652       $ 603       $ 502   

Contractor

     343         299         291   

Lubrication

     109         110         102   
  

 

 

    

 

 

    

 

 

 

Total

   $     1,104       $     1,012       $     895   
  

 

 

    

 

 

    

 

 

 

Operating Earnings

        

Industrial

   $ 211       $ 186       $ 174   

Contractor

     72         54         51   

Lubrication

     23         23         19   

Unallocated corporate

     (26)         (38)         (24)   
  

 

 

    

 

 

    

 

 

 

Total

   $ 280       $ 225       $ 220   
  

 

 

    

 

 

    

 

 

 

Management looks at economic and financial indicators relevant to each segment and geography to gauge the business environment, as noted in the discussion below for each segment.

 

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Industrial

The following table presents net sales, components of net sales change and operating earnings as a percentage of sales for the Industrial segment (dollars in millions):

 

     2013      2012      2011  

Sales

     

Americas

   $     276       $     261       $     220   

EMEA

     206         184         135   

Asia Pacific

     170         158         147   
  

 

 

    

 

 

    

 

 

 

Total

   $     652       $ 603       $ 502   
  

 

 

    

 

 

    

 

 

 

Components of Net Sales Change

        

Volume and Price

     3  %           3  %           20  %     

Acquisitions

     5  %           19  %           -  %     

Currency

     -  %           (2) %           3  %     
  

 

 

    

 

 

    

 

 

 

Total

     8  %           20  %           23  %     
  

 

 

    

 

 

    

 

 

 

Operating Earnings as a Percentage of Sales

     32  %           31  %           35  %     
  

 

 

    

 

 

    

 

 

 

In 2013, sales in the Industrial segment totaled $652 million, an increase of 8 percent from the prior year. First quarter 2013 sales from the acquired Powder Finishing operations contributed approximately 5 percentage points to the 2013 sales growth. Overall for the Industrial segment, sales increased by 6 percent in the Americas, increased 12 percent in EMEA (9 percent at consistent translation rates) and increased 7 percent in Asia Pacific (10 percent at consistent translation rates).

Operating earnings as a percentage of sales were 32 percent in 2013 as compared to 31 percent in 2012. The effects of purchase accounting related to inventory reduced the operating margin rate for 2012 by approximately 1 percentage point.

In 2012, sales in the Industrial segment totaled $603 million, an increase of 20 percent from the prior year, including $93 million from Powder Finishing operations acquired in April 2012. Without Powder Finishing, sales increased by 10 percent in the Americas, decreased 2 percent in EMEA (3 percent increase at consistent translation rates) and decreased 7 percent in Asia Pacific.

Operating earnings as a percentage of sales were 31 percent in 2012 as compared to 35 percent in 2011. Powder Finishing operations contributed to segment earnings, but at a lower rate on sales, which drove the decrease in the operating margin for the Industrial segment.

In this segment, sales in each geographic region are significant and management looks at economic and financial indicators in each region, including gross domestic product, industrial production, capital investment rates, automobile production, building construction and the level of the U.S. dollar versus the euro, the Canadian dollar, the Australian dollar and various Asian currencies.

 

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Contractor

The following table presents net sales, components of net sales change and operating earnings as a percentage of sales for the Contractor segment (dollars in millions):

 

     2013      2012      2011  

Sales

     

Americas

   $       237       $       194       $       184   

EMEA

     67         64         68   

Asia Pacific

     39         41         39   
  

 

 

    

 

 

    

 

 

 

Total

   $ 343       $ 299       $ 291   
  

 

 

    

 

 

    

 

 

 

Components of Net Sales Change

        

Volume and Price

     14  %           4  %           11  %     

Currency

     1  %           (1) %           2  %     
  

 

 

    

 

 

    

 

 

 

Total

     15  %           3  %           13  %     
  

 

 

    

 

 

    

 

 

 

Operating Earnings as a Percentage of Sales

     21  %           18  %           17  %     
  

 

 

    

 

 

    

 

 

 

In 2013, sales in the Contractor segment increased 15 percent as compared to 2012. By geography, sales increased by 22 percent in the Americas, increased 4 percent in Europe (2 percent at consistent translation rates) and decreased 4 percent in Asia Pacific.

Operating earnings as a percentage of sales were 21 percent in 2013 as compared to 18 percent in 2012. Higher sales and the leveraging of expenses drove the improvement of operating earnings as a percentage of sales.

In 2012, sales in the Contractor segment increased 3 percent. By geography, sales increased by 5 percent in the Americas, decreased 5 percent in Europe (flat at consistent translation rates) and increased 4 percent in Asia Pacific.

Higher sales and the leveraging of expenses led to improvements in operating earnings as a percentage of sales.

In this segment, sales in all regions are significant and management reviews economic and financial indicators in each region, including levels of residential, commercial and institutional construction, remodeling rates and interest rates. Management also reviews gross domestic product for the regions and the level of the U.S. dollar versus the euro and other currencies.

Lubrication

The following table presents net sales, components of net sales change and operating earnings as a percentage of sales for the Lubrication segment (dollars in millions):

 

     2013      2012      2011  

Sales

     

Americas

   $ 82       $ 81       $ 72   

EMEA

     10                 

Asia Pacific

     17         20         22   
  

 

 

    

 

 

    

 

 

 

Total

   $       109       $       110       $       102   
  

 

 

    

 

 

    

 

 

 

Components of Net Sales Change

        

Volume and Price

     -  %           8  %           30  %     

Currency

     (1) %           (1) %           2  %     
  

 

 

    

 

 

    

 

 

 

Total

     (1) %           7  %           32  %     
  

 

 

    

 

 

    

 

 

 

Operating Earnings as a Percentage of Sales

     21  %           20  %           18  %     
  

 

 

    

 

 

    

 

 

 

In 2013, sales in the Lubrication segment decreased by 1 percentage point compared to 2012. By geography, sales were flat in the Americas, increased 14 percent in EMEA, and decreased 13 percent in Asia Pacific.

 

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In 2012, sales in the Lubrication segment increased 7 percent. By geography, sales increased by 13 percent in the Americas, 2 percent in Europe (7 percent at consistent translation rates) and decreased 10 percent in Asia Pacific.

Operating earnings were $23 million or 20 percent of sales as compared to $19 million or 18 percent of sales in 2011. Improved gross margin rates and leveraging of expenses led to improvement in operating earnings as a percentage of sales.

Although the Americas represent the substantial majority of sales for the Lubrication segment and indicators in that region are the most significant, management monitors indicators such as levels of gross domestic product, capital investment, industrial production and mining activity worldwide.

Unallocated corporate

(in millions)

 

     2013      2012      2011  

Unallocated corporate (expense)

   $       (26)       $       (38)       $       (24)   

Unallocated corporate includes items such as stock compensation, non-service portion of pension expense, bad debt expense, contributions to the Company’s charitable foundation and certain other charges or credits driven by corporate decisions, including expense related to acquisition/divestiture activities. In 2013, unallocated corporate included $16 million of stock compensation, $6 million related to the non-service cost portion of pension expense, $2 million related to acquisition/divestiture activities, and $2 million of contributions to the Company’s charitable foundation. In 2012, acquisition/divestiture expense totaled $16 million, stock compensation totaled $12 million, the non-service portion of pension expense was $8 million and contributions to the Company’s charitable foundation totaled $2 million.

Financial Condition and Cash Flow

Working Capital. The following table highlights several key measures of asset performance (dollars in millions):

 

     2013      2012  

Working capital

   $       624       $       625   

Current ratio

     4.7         5.1   

Days of sales in receivables outstanding

     60         62   

Inventory turnover (LIFO)

     3.8         4.0   

In 2013, the Company’s financial condition was strong. Cash flows from operations were $243 million, a 28 percent increase over 2012. Changes in receivables and inventories increased in line with volume growth. Primary uses of cash included net payments on long-term debt of $148 million, share repurchases of $68 million, dividends of $61 million, capital expenditures of $23 million and business acquisitions of $12 million.

Cash flows from operations totaled $190 million in 2012. Changes in receivables and inventories moderated during 2012 after increasing in 2011. Primary uses of cash included investments in businesses held separately of $427 million, business acquisitions of $240 million, payments on long-term lines of credit of $393 million, capital expenditures of $18 million and dividends of $54 million.

Capital Structure. At December 27, 2013, the Company’s capital structure included current notes payable of $10 million, long-term debt of $408 million and shareholders’ equity of $634 million. At December 28, 2012, the Company’s capital structure included current notes payable of $8 million, long-term debt of $556 million and shareholders’ equity of $454 million.

Shareholders’ equity increased by $180 million in 2013. The key components of changes in shareholders’ equity include current year earnings of $211 million, reduced by $70 million of shares repurchased and $63 million of dividends declared, and increased by $42 million for shares issued and increases in other comprehensive income due mainly to pension and post-retirement medical liability adjustments.

Liquidity and Capital Resources. The Company had cash totaling $20 million at December 27, 2013 and $31 million at December 28, 2012, held in deposit accounts.

There were no changes to the Company’s credit agreements during 2013. On March 27, 2012, the Company’s $250 million credit agreement was terminated in connection with the execution of a new unsecured revolving credit agreement. The current credit agreement is with a syndicate of lenders and expires in March 2017. It provides up to $450 million of committed credit,

 

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available for general corporate purposes, working capital needs, share repurchases and acquisitions. The Company may borrow up to $50 million under the swingline portion of the facility for daily working capital needs.

Under terms of the revolving credit agreement, loans denominated in U.S. dollars bear interest, at the Company’s option, at either a base rate or a LIBOR-based rate. Loans denominated in currencies other than U.S. dollars bear interest at a LIBOR-based rate. The base rate is an annual rate equal to a margin ranging from zero percent to 1 percent, depending on the Company’s cash flow leverage ratio (debt to earnings before interest, taxes, depreciation, amortization and extraordinary non-operating or non-cash charges and expenses) plus the highest of (i) the bank’s prime rate, (ii) the federal funds rate plus 0.5 percent or (iii) one-month LIBOR plus 1.5 percent. In general, LIBOR-based loans bear interest at LIBOR plus 1 percent to 2 percent, depending on the Company’s cash flow leverage ratio. The Company is also required to pay a fee on the undrawn amount of the loan commitment at an annual rate ranging from 0.15 percent to 0.40 percent, depending on the Company’s cash flow leverage ratio.

The agreement requires the Company to maintain certain financial ratios as to cash flow leverage and interest coverage. The Company is in compliance with all financial covenants of its debt agreements.

On April 2, 2012, the Company paid $660 million to complete the Finishing Brands acquisition, using available cash and $350 million of borrowings on the new credit agreement. In July 2012, the Company made an additional payment of $8 million, representing the difference between cash balances acquired and the amount estimated at the time of closing. Assets acquired in the acquisition included $18 million of cash, of which $6 million was available to Powder Finishing operations.

In May 2012, the FTC issued a proposed decision and order which requires Graco to sell the Liquid Finishing business assets, including Liquid Finishing 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. During 2013 and 2012, the Company received a total of $28 million and $12 million, respectively, of dividends from current earnings of the Liquid Finishing businesses.

On December 27, 2013, the Company had $502 million in lines of credit, of which $355 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 2014, including its capital expenditure plan of approximately $25-30 million, planned dividends (estimated at $67 million) and acquisitions. If acquisition opportunities increase, the Company believes that reasonable financing alternatives are available for the Company to execute on those opportunities.

In December 2013, the Company’s Board of Directors increased the Company’s regular common dividend from an annual rate of $1.00 to $1.10 per share, a 10 percent increase.

Cash Flow. A summary of cash flow follows (in millions):

 

     2013      2012      2011  

Operating Activities

   $ 243       $ 190       $ 162   

Investing Activities

     (31)         (695)         (28)   

Financing Activities

     (226)         233         160   

Effect of exchange rates on cash

                    
  

 

 

    

 

 

    

 

 

 

Net cash provided (used)

           (11)               (272)         294   
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at year-end

   $ 20       $ 31       $       303   
  

 

 

    

 

 

    

 

 

 

Cash Flows From Operating Activities. Net cash provided by operating activities was $243 million in 2013 and $190 million in 2012. During 2013, changes in receivables and inventories increased in line with volume growth. Net cash provided by operating activities in 2013 was driven by net income of $211 million and adjustments for depreciation and amortization and share-based compensation.

 

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Net cash provided by operating activities was $190 million in 2012 and $162 million in 2011. During 2012, changes in receivables and inventories moderated after increasing in 2011.

Cash Flows Used in Investing Activities. During 2013, cash used in investing activities was $31 million compared to $695 million in 2012. During 2013, cash outflows consisted of $23 million of additions to property, plant and equipment, and business acquisitions of $12 million. During 2012, cash outflows included an investment in businesses held separate of $427 million, business acquisitions of $240 million and $18 million of additions of property, plant and equipment.

Cash Flows Used in Financing Activities. During 2013, cash used in financing activities was $226 million. Net payments on outstanding lines of credit were $148 million, share repurchases totaled $68 million and cash dividends paid were $61 million in 2013. These cash uses were offset by the issuance of stock of $42 million. During 2012, cash provided by financing activities was $233 million. We used $350 million of borrowings on a $450 million revolving credit facility to fund business acquisitions and investments. Net payments on outstanding lines of credit, subsequent to the acquisition transaction, were $94 million in 2012 and cash dividends paid totaled $54 million.

In September 2012, the Board of Directors authorized the Company to purchase up to 6 million shares of its outstanding stock, primarily through open-market transactions. This authorization will expire on September 30, 2015. Under the current authorization, 5 million shares remain available for purchase as of December 27, 2013.

The Company repurchased and retired nearly 1 million shares at a cost of $68 million in 2013. We made $1 million and $43 million of share repurchases in 2012 and 2011, respectively. Share repurchases will continue in 2014.

Off-Balance Sheet Arrangements and Contractual Obligations. As of December 27, 2013, the Company is obligated to make cash payments in connection with its long-term debt, operating leases and purchase obligations in the amounts listed below. The Company has no significant off-balance sheet debt or other unrecorded obligations other than the items noted in the following table. In addition to the commitments noted in the following table, the Company could be obligated to perform under standby letters of credit totaling $3 million at December 27, 2013. The Company has also guaranteed the debt of its subsidiaries up to $10 million. All debt of subsidiaries is reflected in the consolidated balance sheets.

 

     Payments due by period (in millions)  
     Total      Less than
1 year
     1-3
years
     3-5
years
     More than
5 years
 

Long-term debt

   $       408       $      $      $ 183       $ 225   

Operating leases

     24                               

Purchase obligations

     100         100                        

Interest on long-term debt

     127         16         32         27         52   

Unfunded pension and postretirement medical benefits

     30                              17   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 689       $ 123       $       44       $       220       $ 302   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1  The Company is committed to pay suppliers under the terms of open purchase orders issued in the normal course of business. The Company also has commitments with certain suppliers to purchase minimum quantities, and under the terms of certain agreements, the Company is committed for certain portions of the supplier’s inventory. The Company does not purchase, or commit to purchase, quantities in excess of normal usage or amounts that cannot be used within one year.

 

2 The amounts and timing of future Company contributions to the funded qualified defined benefit pension plan are unknown because they are dependent on pension fund asset performance.

Critical Accounting Estimates

The Company prepares its consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company’s most significant accounting policies are disclosed in Note A to the consolidated financial statements. The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts will differ from those estimates. The Company considers the following policies to involve the most judgment in the preparation of the Company’s consolidated financial statements.

Excess and Discontinued Inventory. The Company’s inventories are valued at the lower of cost or market. Reserves for excess and discontinued products are estimated. The amount of the reserve is determined based on projected sales information, plans for discontinued products and other factors. Though management considers these balances adequate, changes in sales volumes due to unanticipated economic or competitive conditions are among the factors that would result in materially different amounts for this item.

 

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Goodwill and Other Intangible Assets. The Company performs impairment testing for goodwill and other intangible assets annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. For goodwill, the Company performs impairment reviews for the Company’s reporting units using a fair-value method based on management’s judgments and assumptions. The Company estimates the fair value of the reporting units by an allocation of market capitalization value, cross-checked by a present value of future cash flows calculation. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Based on our most recent goodwill impairment assessment performed during the fourth quarter of 2013, the fair value of each reporting unit significantly exceeded its carrying value. Accordingly, step two of the impairment analysis was not required.

The Company also performs a separate impairment test for each other intangible asset with indefinite life, based on estimated future use and discounting estimated future cash flows. A considerable amount of management judgment and assumptions are required in performing the impairment tests. Though management considers its judgments and assumptions to be reasonable, changes in economic or market conditions, product offerings or marketing strategies could change the estimated fair values and result in impairment charges.

Product Warranty. A liability is established for estimated warranty claims to be paid in the future that relate to current and prior period sales. The Company estimates these costs based on historical claim experience, changes in warranty programs and other factors, including evaluating specific product warranty issues. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses relating to warranty issues. Though management considers these balances adequate, changes in the Company’s warranty policy or a significant change in product defects versus historical averages are among the factors that would result in materially different amounts for this item.

Income Taxes. In the preparation of the Company’s consolidated financial statements, management calculates income taxes. This includes estimating current tax liability as well as assessing temporary differences resulting from different treatment of items for tax and financial statement purposes. These differences result in deferred tax assets and liabilities, which are recorded on the balance sheet using statutory rates in effect for the year in which the differences are expected to reverse. These assets and liabilities are analyzed regularly and management assesses the likelihood that deferred tax assets will be recoverable from future taxable income. A valuation allowance is established to the extent that management believes that recovery is not likely. Liabilities for uncertain tax positions are also established for potential and ongoing audits of federal, state and international issues. The Company routinely monitors the potential impact of such situations and believes that liabilities are properly stated. Valuations related to amounts owed and tax rates could be impacted by changes to tax codes, changes in statutory rates, the Company’s future taxable income levels and the results of tax audits.

Retirement Obligations. The measurements of the Company’s pension and postretirement medical obligations are dependent on a number of assumptions including estimates of the present value of projected future payments, taking into consideration future events such as salary increase and demographic experience. These assumptions may have an impact on the expense and timing of future contributions.

The assumptions used in developing the required estimates for pension obligations include discount rate, inflation, salary increases, retirement rates, expected return on plan assets and mortality rates. The assumptions used in developing the required estimates for postretirement medical obligations include discount rates, rate of future increase in medical costs and participation rates.

For U.S. plans, the Company establishes its discount rate assumption by reference to a yield curve published by an actuary and projected plan cash flows. For plans outside the U.S., the Company establishes a rate by country by reference to highly rated corporate bonds. These reference points have been determined to adequately match expected plan cash flows. The Company bases its inflation assumption on an evaluation of external market indicators. The salary assumptions are based on actual historical experience, the near-term outlook and assumed inflation. Retirement rates are based on experience. The investment return assumption is based on the expected long-term performance of plan assets. In setting this number, the Company considers the input of actuaries and investment advisors, its long-term historical returns, the allocation of plan assets and projected returns on plan assets. The Company maintained its investment return assumption for its U.S. plan at 8.5 percent for 2014 and set the return assumption for its Swiss plan at 2.0 percent. Mortality rates are based on a common group mortality table for males and females.

 

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Net pension cost in 2013 was $14 million and was allocated to cost of products sold and operating expenses based on salaries and wages. At December 27, 2013, a one-half percentage point decrease in the indicated assumptions would have the following effects (in millions):

 

Assumption

  

  Funded Status  

    

      Expense      

 

Discount rate

   $  (25)       $  

Expected return on assets

             

Recent Accounting Pronouncements

The accounting standards updates issued by The Financial Accounting Standards Board (FASB) that will be effective for the Company in 2014 will not have a significant impact on the Company’s consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company sells and purchases products and services in currencies other than the U.S. dollar and pays variable interest rates on borrowings under certain credit facilities. Consequently, the Company is subject to profitability risk arising from exchange and interest rate movements. The Company may use a variety of financial and derivative instruments to manage foreign currency and interest rate risks. The Company does not enter into any of these instruments for trading purposes to generate revenue. Rather, the Company’s objective in managing these risks is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency exchange and interest rates.

The Company may use forward exchange contracts, options and other hedging activities to hedge the U.S. dollar value resulting from anticipated currency transactions and net monetary asset and liability positions. At December 27, 2013, the currencies to which the Company had the most significant balance sheet exchange rate exposure were the euro, Swiss franc, Canadian dollar, British pound, Japanese yen, Australian dollar, Chinese yuan renminbi and South Korean won. It is not possible to determine the true impact of currency rate changes; however, the direct translation effect on net sales and net earnings can be estimated. Changes in translation rates had no significant effect on 2013 net sales or earnings. In 2012, the effect of the stronger U.S. dollar compared to other currencies (primarily the euro) resulted in a decrease in sales and net earnings of approximately $15 million and $5 million, respectively. In 2011, the calculated translation effect resulted in an increase in net sales and net earnings of approximately $17 million and $7 million, respectively.

2014 Outlook

We expect growth in every region of the world in 2014. In the Americas, the continued recovery in the construction market should provide a tailwind for both our Contractor and Industrial segments. Further, we expect the general economic environment for industrial manufacturing to remain stable in the United States through 2014. Although the economies of Western Europe are still struggling to find their footing, we expect growth from the emerging markets of Eastern Europe to drive moderate growth in the EMEA region in 2014. While our Asia Pacific region will continue to face weak economic conditions and difficult comparables into the first half of 2014, we are hopeful that the business will gain momentum as the year progresses. With a modest increase in volumes, we expect factory performance in 2014 to remain solid and continue to drive profitability. The Graco team is focused on executing our strategies for growth in 2014.

The Company’s backlog is typically small compared to annual sales and is not a good indicator of future business levels. In addition to economic growth, the successful launch of new products and expanded distribution coverage, the sales outlook is dependent on many factors, including realization of price increases and stable foreign currency exchange rates.

 

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Forward-Looking Statements

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 this Form 10-K and our Form 10-Qs and Form 8-Ks, and other disclosures, including our 2013 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; our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; whether we are able to effectively complete a divestiture of the acquired Liquid Finishing businesses, which has not been completed and remains subject to FTC approval; political instability; new entrants who copy our products or infringe on our intellectual property; supply interruptions or delays; risks incident to conducting business internationally; the ability to meet our customers’ needs and changes in product demand; 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; variations in activity in the construction and automotive industries; security breaches and natural disasters. Please refer to Item 1A of this Annual Report on Form 10-K for fiscal year 2013 for a more comprehensive discussion of these and other risk factors. 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 8. Financial Statements and Supplementary Data

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system was designed to provide reasonable assurance to management and the board of directors regarding the reliability of financial reporting and preparation of financial statements in accordance with generally accepted accounting principles.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992).

Based on our assessment and those criteria, management believes the Company’s internal control over financial reporting is effective as of December 27, 2013.

The Company’s independent auditors have issued an attestation report on the Company’s internal control over financial reporting. That report appears in this Form 10-K.

 

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REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Internal Control Over Financial Reporting

To the Shareholders and Board of Directors of

Graco Inc.

We have audited the internal control over financial reporting of Graco Inc. and Subsidiaries (the “Company”) as of December 27, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 27, 2013, of the Company and our report dated February 18, 2014, expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

February 18, 2014

 

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Consolidated Financial Statements

To the Shareholders and Board of Directors of

Graco Inc.

We have audited the accompanying consolidated balance sheets of Graco Inc. and Subsidiaries (the “Company”) as of December 27, 2013 and December 28, 2012, and the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 27, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Graco Inc. and Subsidiaries as of December 27, 2013 and December 28, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 27, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 27, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2014, expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

February 18, 2014

 

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GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands except per share amounts)

 

    Years Ended  
     December 27,
2013
    December 28,
2012
    December 30, 
2011
 

Net Sales

   $ 1,104,024       $ 1,012,456       $ 895,283   

Cost of products sold

    496,569        461,926        395,078   
 

 

 

   

 

 

   

 

 

 

Gross Profit

    607,455        550,530        500,205   

Product development

    51,428        48,921        41,554   

Selling, marketing and distribution

    177,853        163,523        151,276   

General and administrative

    98,405        113,409        87,861   
 

 

 

   

 

 

   

 

 

 

Operating Earnings

    279,769        224,677        219,514   

Interest expense

    18,147        19,273        9,131   

Other expense (income), net

    (27,200)        (11,922)        655   
 

 

 

   

 

 

   

 

 

 

Earnings Before Income Taxes

    288,822        217,326        209,728   

Income taxes

    78,000        68,200        67,400   
 

 

 

   

 

 

   

 

 

 

Net Earnings

   $ 210,822       $ 149,126       $ 142,328   
 

 

 

   

 

 

   

 

 

 

Basic Net Earnings per Common Share

   $ 3.44       $ 2.47       $ 2.36   

Diluted Net Earnings per Common Share

   $ 3.36       $ 2.42       $ 2.32   

Cash Dividends Declared per Common Share

   $ 1.03       $ 0.93       $ 0.86   

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

 

    Years Ended  
     December 27,
2013
    December 28,
2012
    December 30,  
2011
 

Net Earnings

   $ 210,822       $ 149,126       $ 142,328   

Other comprehensive income (loss)

     

Cumulative translation adjustment

    7,812        (3,206)         

Pension and postretirement medical liability adjustment

    46,955        (6,171)        (36,760)   

Gain (loss) on interest rate hedge contracts

                454   

Income taxes

     

Pension and postretirement medical liability adjustment

    (17,371)        2,113        12,436   

Gain (loss) on interest rate hedge contracts

                (168)   
 

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

    37,396        (7,264)        (24,038)   
 

 

 

   

 

 

   

 

 

 

Comprehensive Income

   $ 248,218       $ 141,862       $ 118,290   
 

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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GRACO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

    December 27,
2013
    December 28,
2012
 

ASSETS

   

Current Assets

   

Cash and cash equivalents

   $ 19,756       $ 31,120   

Accounts receivable, less allowances of $6,300 and $6,600

    183,293        172,143   

Inventories

    133,787        121,549   

Deferred income taxes

    18,827        17,742   

Investment in businesses held separate

    422,297        426,813   

Other current assets

    14,633        7,629   
 

 

 

   

 

 

 

Total current assets

    792,593        776,996   

Property, Plant and Equipment, net

    151,717        151,544   

Goodwill

    189,967        181,228   

Other Intangible Assets, net

    147,940        151,773   

Deferred Income Taxes

    20,366        38,550   

Other Assets

    24,645        21,643   
 

 

 

   

 

 

 

Total Assets

   $ 1,327,228       $ 1,321,734   
 

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

Current Liabilities

   

Notes payable to banks

   $ 9,584       $ 8,133   

Trade accounts payable

    34,282        28,938   

Salaries and incentives

    38,939        34,001   

Dividends payable

    16,881        15,206   

Other current liabilities

    69,167        65,393   
 

 

 

   

 

 

 

Total current liabilities

    168,853        151,671   

Long-term Debt

    408,370        556,480   

Retirement Benefits and Deferred Compensation

    94,705        137,779   

Deferred Income Taxes

    20,935        21,690   

Commitments and Contingencies (Note K)

   

Shareholders’ Equity

   

Common stock, $1 par value; 97,000,000 shares authorized; 61,003,203 and 60,766,849 shares outstanding in 2013 and 2012

    61,003        60,767   

Additional paid-in-capital

    347,058        287,795   

Retained earnings

    272,653        189,297   

Accumulated other comprehensive income (loss)

    (46,349)        (83,745)   
 

 

 

   

 

 

 

Total shareholders’ equity

    634,365        454,114   
 

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 1,327,228       $ 1,321,734   
 

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Years Ended  
      December 27, 
2013
      December 28, 
2012
      December 30, 
2011
 

Cash Flows From Operating Activities

        

Net earnings

    $     210,822        $     149,126        $     142,328   

Adjustments to reconcile net earnings to net cash provided by operating activities

        

Depreciation and amortization

     37,316         38,762         32,483   

Deferred income taxes

     (1,715)         (10,786)         (1,814)   

Share-based compensation

     16,545         12,409         10,994   

Excess tax benefit related to share-based payment arrangements

     (8,347)         (4,217)         (2,195)   

Change in

        

Accounts receivable

     (11,880)         (2,752)         (26,767)   

Inventories

     (10,186)         5,941         (13,440)   

Trade accounts payable

     2,436         (952)         5,974   

Salaries and incentives

     2,022         (4,251)         (3,469)   

Retirement benefits and deferred compensation

     3,629         3,209         7,228   

Other accrued liabilities

     5,556         3,288         8,148   

Other

     (3,143)         (95)         2,574   
  

 

 

    

 

 

    

 

 

 

Net cash from operating activities

     243,055         189,682         162,044  
  

 

 

    

 

 

    

 

 

 

Cash Flows From Investing Activities

        

Property, plant and equipment additions

     (23,319)         (18,234)         (23,854)   

Acquisition of businesses, net of cash acquired

     (11,560)         (240,068)         (2,139)   

Investment in businesses held separate

     4,516         (426,813)          

Proceeds from sale of assets

     1,600                 

Other

     (2,475)         (9,405)         (2,004)   
  

 

 

    

 

 

    

 

 

 

Net cash used in investing activities

     (31,238)         (694,520)         (27,997)   
  

 

 

    

 

 

    

 

 

 

Cash Flows From Financing Activities

        

Borrowings (payments) on short-term lines of credit, net

     1,280         (619)         497   

Borrowings on notes and long-term line of credit

     419,905         649,325         402,175   

Payments on long-term line of credit

     (568,122)         (392,845)         (172,430)   

Payments of debt issuance costs

            (1,921)         (1,131)   

Excess tax benefit related to share-based payment arrangements

     8,347         4,217         2,195   

Common stock issued

     41,664         30,194         22,231   

Common stock repurchased

     (67,827)         (1,378)         (43,250)   

Cash dividends paid

     (61,139)         (54,302)         (50,646)   
  

 

 

    

 

 

    

 

 

 

Net cash from (used in) financing activities

     (225,892)         232,671         159,641   
  

 

 

    

 

 

    

 

 

 

Effect of exchange rate changes on cash

     2,711         137         (129)   
  

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     (11,364)         (272,030)         293,559   

Cash and Cash Equivalents

        

Beginning of year

     31,120         303,150         9,591   
  

 

 

    

 

 

    

 

 

 

End of year

    $ 19,756        $ 31,120        $ 303,150   
  

 

 

    

 

 

    

 

 

 

See notes to consolidated financial statements.

 

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GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

 

         Common     
Stock
        Additional    
Paid-In
Capital
           Retained      
Earnings
     Accumulated
Other
Compre-
hensive
 Income (Loss)  
           Total          

Balance December 31, 2010

    $     60,048        $     212,073        $     44,436        $ (52,443)        $     264,114   

Shares issued

     898         22,360                       23,258   

Shares repurchased

     (1,199)         (4,236)         (37,815)                (43,250)   

Stock compensation cost

            10,142                       10,142   

Tax benefit related to stock options exercised

            2,695                       2,695   

Restricted stock issued

            (1,027)                       (1,027)   

Net earnings

                   142,328                142,328   

Dividends declared

                   (51,482)                (51,482)   

Other comprehensive income (loss)

                          (24,038)         (24,038)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance December 30, 2011

     59,747         242,007         97,467         (76,481)         322,740   

Shares issued

     1,048         29,146                       30,194   

Shares repurchased

     (28)         (116)         (1,234)                (1,378)   

Stock compensation cost

            11,941                       11,941   

Tax benefit related to stock options exercised

            4,817                       4,817   

Net earnings

                   149,126                149,126   

Dividends declared

                   (56,062)                (56,062)   

Other comprehensive income (loss)

                          (7,264)         (7,264)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance December 28, 2012

     60,767        287,795         189,297         (83,745)         454,114   

Shares issued

     1,196        41,146                       42,342   

Shares repurchased

     (960)         (4,545)         (64,652)                (70,157)   

Stock compensation cost

            14,693                       14,693   

Tax benefit related to stock options exercised

            8,647                       8,647   

Restricted stock issued

            (678)                       (678)   

Net earnings

                   210,822                210,822   

Dividends declared

                   (62,814)                (62,814)   

Other comprehensive income (loss)

                          37,396         37,396   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balance December 27, 2013

    $ 61,003        $ 347,058        $ 272,653        $ (46,349)        $ 634,365   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See notes to consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Graco Inc. and Subsidiaries

Years Ended December 27, 2013, December 28, 2012 and December 30, 2011

A.  Summary of Significant Accounting Policies

Fiscal Year. The fiscal year of Graco Inc. and Subsidiaries (the “Company”) is 52 or 53 weeks, ending on the last Friday in December. The years ended December 27, 2013, December 28, 2012 and December 30, 2011, were 52-week years.

Basis of Statement Presentation. The consolidated financial statements include the accounts of the parent company and its subsidiaries after elimination of intercompany balances and transactions. As of December 27, 2013, all subsidiaries are 100 percent owned.

As more fully described in Note L, the Company purchased the Powder Finishing and Liquid Finishing businesses in April 2012. The FTC issued an order requiring the Company to hold the Liquid Finishing businesses separate from the rest of the Company’s businesses until the FTC determines which portions of the businesses must be divested. Under terms of the hold separate order, the Company does not have the power to direct the activities of the Liquid Finishing businesses that most significantly impact the economic performance of those businesses. Therefore, the Company has determined that the Liquid Finishing businesses are variable interest entities for which the Company is not the primary beneficiary, and that they should not be consolidated. Furthermore, the Company does not have a controlling interest in the Liquid Finishing businesses, nor is it able to exert significant influence over the Liquid Finishing businesses. Consequently, the Company’s investment in the shares of the Liquid Finishing businesses, totaling $422 million, has been reflected as a cost-method investment on the Consolidated Balance Sheet as of December 27, 2013, and their results of operations have not been consolidated with those of the Company.

Foreign Currency Translation. The functional currency of certain subsidiaries is the local currency. Accordingly, adjustments resulting from the translation of those subsidiaries’ financial statements into U.S. dollars are charged or credited to accumulated other comprehensive income (loss). The U.S. dollar is the functional currency for all other foreign subsidiaries. Accordingly, gains and losses from the translation of foreign currency balances and transactions of those subsidiaries are included in other expense, net.

Accounting Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements. The three levels of inputs in the fair value measurement hierarchy are as follows:

Level 1 – based on quoted prices in active markets for identical assets

Level 2 – based on significant observable inputs

Level 3 – based on significant unobservable inputs

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

 

         Level                2013                     2012          

Assets

        

Cash surrender value of life insurance

   2     $ 12,611        $ 9,483   

Forward exchange contracts

   2      291         491   
     

 

 

    

 

 

 

Total assets at fair value

       $ 12,902        $ 9,974   
     

 

 

    

 

 

 

Liabilities

        

Deferred compensation

   2     $ 2,296        $ 1,759   
     

 

 

    

 

 

 

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.

The Company’s policy and accounting for forward exchange contracts are described below, in Derivative Instruments and Hedging Activities.

 

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Disclosures related to non-recurring fair value measurements are included below in Impairment of Long-Lived Assets, in Note F (Debt) and in Note J (Retirement Benefits).

Cash Equivalents. All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents.

Accounts Receivable. Accounts receivable includes trade receivables of $178 million in 2013 and $161 million in 2012. Other receivables totaled $5 million in 2013 and $11 million in 2012.

Inventory Valuation. Inventories are stated at the lower of cost or market. The last-in, first-out (LIFO) cost method is used for valuing most U.S. inventories. Inventories of foreign subsidiaries are valued using the first-in, first-out (FIFO) cost method.

Other Current Assets. Amounts included in other current assets were (in thousands):

 

            2013                   2012         

Prepaid income taxes

   $ 7,894       $ 2,155   

Prepaid expenses and other

     6,739         5,474   
  

 

 

    

 

 

 

Total

   $ 14,633       $ 7,629   
  

 

 

    

 

 

 

Property, Plant and Equipment. For financial reporting purposes, plant and equipment are depreciated over their estimated useful lives, primarily by using the straight-line method as follows:

 

Buildings and improvements   10 to 30 years
Leasehold improvements   lesser of 5 to 10 years or life of lease
Manufacturing equipment   lesser of 5 to 10 years or life of equipment
Office, warehouse and automotive equipment   3 to 10 years

Goodwill and Other Intangible Assets. Goodwill has been assigned to reporting units. Changes in the carrying amounts of goodwill for each reportable segment were (in thousands):

 

         Industrial              Contractor          Lubrication               Total        

December 27, 2013

                           

Beginning balance

   $ 148,999       $ 12,732       $ 19,497       $ 181,228   

Additions from business acquisitions

     6,626                       6,626   

Foreign currency translation

     2,998                       2,998   

Other

     (885)                       (885)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ 157,738       $ 12,732       $ 19,497       $ 189,967   
  

 

 

    

 

 

    

 

 

    

 

 

 

December 28, 2012

                           

Beginning balance

   $ 61,171       $ 12,732       $ 19,497       $ 93,400   

Additions from business acquisitions

     89,044                       89,044   

Foreign currency translation

     (1,216)                       (1,216)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ 148,999       $ 12,732       $ 19,497       $ 181,228   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Components of other intangible assets were (dollars in thousands):

 

       Estimated  
Life
(years)
          Cost             Accumulated
Amortization
     Foreign
Currency
  Translation  
     Book
     Value     
 

December 27, 2013

                                

Customer relationships

   3 - 14    $ 121,205       $ (26,377)       $ 1,458       $ 96,286   

Patents, proprietary technology and product documentation

   3 - 11      16,125         (5,869)         118         10,374   

Trademarks, trade names and other

   5      175         (9)                166   
     

 

 

    

 

 

    

 

 

    

 

 

 
        137,505         (32,255)         1,576         106,826   

Not Subject to Amortization

              

Brand names

        40,400                714         41,114   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total

      $ 177,905       $ (32,255)       $ 2,290       $ 147,940   
     

 

 

    

 

 

    

 

 

    

 

 

 

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 was $12.5 million in 2013, $15.0 million in 2012 and $10.9 million in 2011. Estimated future annual amortization is as follows: $10.0 million in 2014, $9.5 million in 2015, $9.2 million in 2016, $9.0 million in 2017, $8.9 million in 2018 and $60.2 million thereafter.

Other Assets. Components of other assets were (in thousands):

 

           2013                    2012         

Cash surrender value of life insurance

   $ 12,611       $ 9,483   

Capitalized software

     3,448         3,291   

Equity method investment

     5,569         5,224   

Deposits and other

     3,017         3,645   
  

 

 

    

 

 

 

Total

   $ 24,645       $ 21,643   
  

 

 

    

 

 

 

The Company paid $1.5 million in each of 2013 and 2012 for contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans. These insurance contracts will be used to fund the non-qualified pension and deferred compensation arrangements. The insurance contracts are held in a trust and are available to general creditors in the event of the Company’s insolvency. Changes in cash surrender value are recorded in operating expense and were not significant in 2012 and 2011. In 2013, increases in cash surrender value totaled $1.6 million and were offset by expenses related to the non-qualified pension and deferred compensation plans funded by the insurance contracts.

Capitalized software is amortized over its estimated useful life (generally 2 to 5 years) beginning at date of implementation.

Impairment of Long-Lived Assets. The Company evaluates long-lived assets (including property and equipment, goodwill and other intangible assets) for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Goodwill and other intangible assets not subject to amortization are also reviewed for impairment annually in the fourth quarter. There were no write-downs of long-lived assets in the periods presented.

 

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Other Current Liabilities. Components of other current liabilities were (in thousands):

 

           2013                   2012         

Accrued self-insurance retentions

   $ 6,381       $ 6,952   

Accrued warranty and service liabilities

     7,771         7,943   

Accrued trade promotions

     7,245         5,669   

Payable for employee stock purchases

     7,908         7,203   

Customer advances and deferred revenue

     11,693         10,617   

Income taxes payable

     4,561         4,305   

Other

     23,608         22,704   
  

 

 

    

 

 

 

Total

   $ 69,167       $ 65,393   
  

 

 

    

 

 

 

Self-Insurance. The Company is self-insured for certain losses and costs relating to product liability, workers’ compensation and employee medical benefits claims. The Company has purchased stop-loss coverage in order to limit its exposure to significant claims. Accrued self-insured retentions are based on claims filed and estimates of claims incurred but not reported.

Product Warranties. 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):

 

           2013                    2012          

Balance, beginning of year

   $ 7,943       $ 6,709   

Assumed in business acquisition

             1,121   

Charged to expense

     6,119         6,182   

Margin on parts sales reversed

     3,819         2,244   

Reductions for claims settled

     (10,110)         (8,313)   
  

 

 

    

 

 

 

Balance, end of year

   $ 7,771       $ 7,943   
  

 

 

    

 

 

 

Revenue Recognition. Sales are recognized when revenue is realized or realizable and has been earned. The Company’s policy is to recognize revenue when risk and title passes to the customer. This is generally on the date of shipment, however certain sales have terms requiring recognition when received by the customer. In cases where there are specific customer acceptance provisions, revenue is recognized at the later of customer acceptance or shipment (subject to shipping terms). Payment terms are established based on the type of product, distributor capabilities and competitive market conditions. Rights of return are typically contractually limited, amounts are estimable, and the Company records provisions for anticipated returns and warranty claims at the time revenue is recognized. Historically, sales returns have been approximately 2 percent of sales. Provisions for sales returns are recorded as a reduction of net sales, and provisions for warranty claims are recorded in selling, marketing and distribution expenses. From time to time, the Company may promote the sale of new products by agreeing to accept returns of superseded products. In such cases, provisions for estimated returns are recorded as a reduction of net sales.

Trade promotions are offered to distributors and end users through various programs, generally with terms of one year or less. Such promotions include cooperative advertising arrangements, rebates based on annual purchases, coupons and reimbursement for competitive products. Payment of incentives may take the form of cash, trade credit, promotional merchandise or free product. Under cooperative advertising arrangements, the Company reimburses the distributor for a portion of its advertising costs related to the Company’s products; estimated costs are accrued at the time of sale and classified as selling, marketing and distribution expense. Rebates are accrued based on the program rates and progress toward the estimated annual sales amount, and are recorded as a reduction of sales (cash, trade credit) or cost of products sold (free goods). The estimated costs related to coupon programs are accrued at the time of sale and classified as selling, marketing and distribution expense or cost of products sold, depending on the type of incentive offered.

Shipping and Handling. Shipping and handling costs incurred for the delivery of goods to customers are included in cost of goods sold in the accompanying Consolidated Statements of Income. Amounts billed to customers for shipping and handling are included in net sales.

Earnings Per Common Share. Basic net earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the year. Diluted net earnings per share is computed after giving effect to the exercise of all dilutive outstanding option grants.

 

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Comprehensive Income. Comprehensive income is a measure of all changes in shareholders’ equity except those resulting from investments by and distributions to owners, and includes such items as net earnings, certain foreign currency translation items, changes in the value of qualifying hedges and pension liability adjustments.

Derivative Instruments and Hedging Activities. 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 fair value and the gains and losses are included in other expense, net. The notional amounts of contracts outstanding as of December 27, 2013 totaled $22 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 interest rate volatility 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 Classification           2013                    2012          

Gain (loss) on foreign currency forward contracts

        

Gains

      $ 306       $ 553   

Losses

        (15)         (62)   
     

 

 

    

 

 

 

Net

   Accounts receivable    $ 291       $ 491   
     

 

 

    

 

 

 

Recent Accounting Pronouncements. The accounting standards updates issued by The Financial Accounting Standards Board (FASB) that will be effective for the Company in 2014 will not have a significant impact on the Company’s consolidated financial statements.

B.  Segment Information

The Company has three reportable segments: Industrial (which aggregates four operating segments), Contractor and Lubrication. The Industrial segment markets equipment and pre-engineered packages for moving and applying paints, coatings, sealants, adhesives and other fluids. Markets served include automotive and truck assembly and components plants, wood and metal products, rail, marine, aerospace, farm, construction, bus, recreational vehicles, and various other industries. The Contractor segment markets sprayers for architectural coatings for painting, corrosion control, texture, and line striping. The Lubrication segment markets products to move and dispense lubricants for fast oil change facilities, service garages, fleet service centers, automobile dealerships, the mining industry and industrial lubrication applications. All segments market parts and accessories for their products.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The cost of manufacturing for each segment is based on product cost, and expenses are based on actual costs incurred along with cost allocations of shared and centralized functions based on activities performed, sales or space utilization. Depreciation expense is charged to the manufacturing or operating cost center that utilizes the asset, and is then allocated to segments on the same basis as other expenses within that cost center.

Reportable segments are defined by product. Segments are responsible for development, manufacturing, marketing and sales of their products. This allows for focused marketing and efficient product development. The segments share common purchasing, certain manufacturing, distribution and administration functions.

 

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Table of Contents

Reportable Segments (in thousands)

  

      2013        

    

      2012        

    

      2011        

 

Net Sales

        

Industrial

    $ 652,344        $ 603,398        $ 501,841   

Contractor

     342,546         298,811         290,732   

Lubrication

     109,134         110,247         102,710   
  

 

 

    

 

 

    

 

 

 

Total

    $ 1,104,024        $ 1,012,456        $ 895,283   
  

 

 

    

 

 

    

 

 

 

Operating Earnings

        

Industrial

    $ 211,265        $ 186,129        $ 173,694   

Contractor

     72,245         54,310         50,581   

Lubrication

     22,512         22,535         18,928   

Unallocated corporate (expense)

     (26,253)         (38,297)         (23,689)   
  

 

 

    

 

 

    

 

 

 

Total

    $ 279,769        $ 224,677        $ 219,514   
  

 

 

    

 

 

    

 

 

 

Assets

        

Industrial

    $ 591,135        $ 567,879      

Contractor

     152,300         141,094      

Lubrication

     82,503         84,079      

Unallocated corporate

     501,290         528,682      
  

 

 

    

 

 

    

Total

    $ 1,327,228        $ 1,321,734      
  

 

 

    

 

 

    

Unallocated corporate (expense) is not included in management’s measurement of segment performance and includes such items as acquisition and divestiture transaction costs, stock compensation, bad debt expense, charitable contributions and certain portions of pension expense. Unallocated assets include cash, allowances and valuation reserves, deferred income taxes, certain capital items and other assets.

 

Geographic Information (in thousands)

  

      2013        

    

      2012        

    

      2011        

 

Net Sales (based on customer location)

        

United States

   $ 498,478       $ 440,757       $ 394,318   

Other countries

     605,546         571,699         500,965   
  

 

 

    

 

 

    

 

 

 

Total

   $ 1,104,024       $ 1,012,456       $ 895,283   
  

 

 

    

 

 

    

 

 

 

Long-lived Assets

        

United States

   $ 120,262       $ 119,331      

Other countries

     31,455         32,213      
  

 

 

    

 

 

    

Total

   $ 151,717       $ 151,544      
  

 

 

    

 

 

    

Sales to Major Customers

There were no customers that accounted for 10 percent or more of consolidated sales in 2013, 2012 or 2011.

C. Inventories

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

 

           2013                    2012          

Finished products and components

   $ 65,963       $ 58,703   

Products and components in various stages of completion

     41,458         44,001   

Raw materials and purchased components

     69,051         59,190   
  

 

 

    

 

 

 
     176,472         161,894   

Reduction to LIFO cost

     (42,685)         (40,345)   
  

 

 

    

 

 

 

Total

   $ 133,787       $ 121,549   
  

 

 

    

 

 

 

Inventories valued under the LIFO method were $76.9 million in 2013 and $72.6 million in 2012. All other inventory was valued on the FIFO method.

 

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D.  Property, Plant and Equipment

Property, plant and equipment were as follows (in thousands):

 

           2013                    2012          

Land and improvements

    $ 16,506        $ 16,261   

Buildings and improvements

     118,460         115,774   

Manufacturing equipment

     222,810         214,073   

Office, warehouse and automotive equipment

     35,887         33,388   

Additions in progress

     14,224         9,571   
  

 

 

    

 

 

 

Total property, plant and equipment

     407,887         389,067   

Accumulated depreciation

     (256,170)         (237,523)   
  

 

 

    

 

 

 

Net property, plant and equipment

    $ 151,717        $ 151,544   
  

 

 

    

 

 

 

Depreciation expense was $23.4 million in 2013, $22.2 million in 2012 and $20.6 million in 2011.

E.  Income Taxes

Earnings before income tax expense consist of (in thousands):

 

           2013                    2012                    2011          

Domestic

   $ 238,928       $ 184,132       $ 186,374   

Foreign

     49,894         33,194         23,354   
  

 

 

    

 

 

    

 

 

 

Total

   $ 288,822       $ 217,326       $ 209,728   
  

 

 

    

 

 

    

 

 

 

Income tax expense consists of (in thousands):

 

           2013                    2012                    2011          

Current

        

Domestic

        

Federal

   $ 64,753      $ 61,989      $ 58,192  

State and local

     2,470        5,180        3,920  

Foreign

     11,569        11,218        7,161  
  

 

 

    

 

 

    

 

 

 
     78,792        78,387        69,273  
  

 

 

    

 

 

    

 

 

 

Deferred

        

Domestic

     (553)         (5,431)         (1,496)   

Foreign

     (239)         (4,756)         (377)   
  

 

 

    

 

 

    

 

 

 
     (792)         (10,187)         (1,873)   
  

 

 

    

 

 

    

 

 

 

Total

   $ 78,000      $ 68,200      $ 67,400  
  

 

 

    

 

 

    

 

 

 

Income taxes paid were $78.0 million, $71.7 million and $61.3 million in 2013, 2012 and 2011.

A reconciliation between the U.S. federal statutory tax rate and the effective tax rate follows:

 

           2013                    2012                    2011          

Statutory tax rate

     35 %           35 %           35 %     

Tax effect of international operations

     (1)               (1)               -         

State taxes, net of federal effect

     1               1               1         

U.S. general business tax credits

     (2)               -               (2)         

Domestic production deduction

     (3)               (2)               (3)         

Dividends from Liquid Finishing

     (3)               (2)               -         

Other

     -               -               1         
  

 

 

    

 

 

    

 

 

 

Effective tax rate

     27 %           31 %           32 %     
  

 

 

    

 

 

    

 

 

 

 

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Deferred income taxes are provided for temporary differences between the financial reporting and the tax basis of assets and liabilities. The deferred tax assets (liabilities) resulting from these differences are as follows (in thousands):

 

           2013                    2012          

Inventory valuations

   $ 8,825       $ 8,289   

Self-insurance retention accruals

     1,887         2,035   

Warranty reserves

     2,089         2,091   

Vacation accruals

     2,740         2,406   

Bad debt reserves

     1,961         1,753   

Other

     1,325         1,168   
  

 

 

    

 

 

 

Deferred income taxes, current

     18,827         17,742   

Included in other current liabilities

     (1,095)         (1,042)   
  

 

 

    

 

 

 

Total Current

     17,732         16,700   
  

 

 

    

 

 

 

Unremitted earnings of consolidated foreign subsidiaries

     (6,316)         (4,016)   

Excess of tax over book depreciation

     (42,322)         (42,195)   

Pension liability

     20,798         36,821   

Postretirement medical

     8,097         7,998   

Acquisition costs

     3,644         4,024   

Stock compensation

     14,401         13,046   

Deferred compensation

     1,193         982   

Other

     (64)         200   
  

 

 

    

 

 

 

Total Non-current

     (569)         16,860   
  

 

 

    

 

 

 

Net deferred tax assets

   $ 17,163       $ 33,560   
  

 

 

    

 

 

 

Total deferred tax assets were $78.6 million and $93.2 million, and total deferred tax liabilities were $61.4 million and $59.6 million on December 27, 2013 and December 28, 2012.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007.

The Company records penalties and accrued interest related to uncertain tax positions in income tax expense. Total reserves for uncertain tax positions were not material.

F.  Debt

A summary of debt follows (dollars in thousands):

 

     Average
Interest Rate
   December 27,   
2013
           Maturity                    2013                      2012          

Private placement unsecured fixed-rate notes

           

Series A

     4.00 %           March 2018         $ 75,000         $ 75,000   

Series B

     5.01 %           March 2023         75,000         75,000   

Series C

     4.88 %           January 2020         75,000         75,000   

Series D

     5.35 %           July 2026         75,000         75,000   

Unsecured revolving credit facility

     1.42 %           March 2017         108,370         256,480   

Notes payable to banks

     0.81 %           2014         9,584         8,133   
        

 

 

    

 

 

 

Total debt, including current portion

           $ 417,954         $ 564,613   
        

 

 

    

 

 

 

The estimated fair value of debt with fixed interest rates was $320 million on December 27, 2013 and $330 million on 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.

 

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On March 27, 2012, the Company’s $250 million credit agreement was terminated in connection with the execution of an amendment to a new unsecured revolving credit agreement. The new agreement is with a syndicate of lenders and expires in March 2017. It provides up to $450 million of committed credit, available for general corporate purposes, working capital needs, share repurchases and acquisitions. The Company may borrow up to $50 million under the swingline portion of the facility for daily working capital needs.

Under terms of the revolving credit agreement, loans denominated in U.S. dollars bear interest, at the Company’s option, at either a base rate or a LIBOR-based rate. Loans denominated in currencies other than U.S. dollars bear interest at a LIBOR-based rate. The base rate is an annual rate equal to a margin ranging from zero percent to 1 percent, depending on the Company’s cash flow leverage ratio (debt to earnings before interest, taxes, depreciation, amortization and extraordinary non-operating or non-cash charges and expenses) plus the highest of (i) the bank’s prime rate, (ii) the federal funds rate plus 0.5 percent or (iii) one-month LIBOR plus 1.5 percent. In general, LIBOR-based loans bear interest at LIBOR plus 1 percent to 2 percent, depending on the Company’s cash flow leverage ratio. The Company is also required to pay a fee on the undrawn amount of the loan commitment at an annual rate ranging from 0.15 percent to 0.40 percent, depending on the Company’s cash flow leverage ratio.

On December 27, 2013, the Company had $502 million in lines of credit, including the $450 million in committed credit facilities described above and $52 million with foreign banks. The unused portion of committed credit lines was $355 million as of December 27, 2013. In addition, the Company has unused, uncommitted lines of credit with foreign banks totaling $32 million. Borrowing rates under these credit lines vary with the prime rate, rates on domestic certificates of deposit and the London Interbank market. The Company pays facility fees of up to 0.15 percent per annum on certain of these lines. No compensating balances are required.

Various debt agreements require the Company to maintain certain financial ratios as to cash flow leverage and interest coverage. The Company is in compliance with all financial covenants of its debt agreements.

Annual maturities of debt are as follows (in thousands):

 

            
 

          2014

   $         9,584  
 

          2015

     -  
 

          2016

     -  
 

          2017

     108,370  
 

          2018

     75,000  
 

Thereafter

     225,000  

Interest paid on debt during 2013, 2012 and 2011 was $18.3 million, $19.0 million and $8.7 million.

G.  Shareholders’ Equity

At December 27, 2013, the Company had 22,549 authorized, but not issued, cumulative preferred shares, $100 par value. The Company also has authorized, but not issued, a separate class of 3 million shares of preferred stock, $1 par value.

The Company maintained a plan in which one preferred share purchase right (“Right”) existed for each common share of the Company. Each Right entitled its holder to purchase one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $150, subject to adjustment. The Rights were exercisable only if a person or group acquired beneficial ownership of 15 percent or more of the Company’s outstanding common stock. On February 15, 2013, the Company terminated the plan and all of the Rights expired.

 

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

 

     Pension
and Post-
  retirement  
Medical
     Cumulative
Translation
 Adjustment 
     Gain (Loss)
on Interest
  Rate Hedge  
Contracts
           Total        

2011

                           

Beginning balance

   $ (51,334)       $ (823)       $ (286)       $ (52,443)   

Other comprehensive income (loss) before reclassifications

     (28,112)                       (28,112)   

Amounts reclassified from accumulated other comprehensive income

     3,788                286         4,074   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ (75,658)       $ (823)       $      $ (76,481)   
  

 

 

    

 

 

    

 

 

    

 

 

 

2012

                           

Beginning balance

   $ (75,658)       $ (823)       $      $ (76,481)   

Other comprehensive income (loss) before reclassifications

     (10,993)         (3,206)                (14,199)   

Amounts reclassified from accumulated other comprehensive income

     6,935                       6,935   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ (79,716)       $ (4,029)       $      $ (83,745)   
  

 

 

    

 

 

    

 

 

    

 

 

 

2013

                           

Beginning balance

   $ (79,716)       $ (4,029)       $      $ (83,745)   

Other comprehensive income (loss) before reclassifications

     23,103         7,812                30,915   

Amounts reclassified from accumulated other comprehensive income

     6,481                       6,481   
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ (50,132)       $ 3,783       $      $ (46,349)   
  

 

 

    

 

 

    

 

 

    

 

 

 

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):

 

           2013                    2012                    2011          

Cost of products sold

    $ 3,635        $ 3,900        $ 2,122   

Product development

     1,699         1,728         901   

Selling, marketing and distribution

     2,828         2,886         1,636   

General and administrative

     2,124         2,032         1,065   
  

 

 

    

 

 

    

 

 

 

Total before tax

    $ 10,286        $ 10,546        $ 5,724   

Income tax (benefit)

     (3,805)         (3,611)         (1,936)   
  

 

 

    

 

 

    

 

 

 

Total after tax

    $ 6,481        $ 6,935        $ 3,788   
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

H.  Share-Based Awards, Purchase Plans and Compensation Cost

Stock Option and Award Plan. The Company has a stock incentive plan under which it grants stock options and share awards to directors, officers and other employees. Option price is the market price on the date of grant. Options become exercisable at such time, generally over three or four years, and in such installments as set by the Company, and expire ten years from the date of grant.

Restricted share awards have been made to certain key employees under the plan. The market value of restricted stock at the date of grant is charged to operations over the vesting period. Compensation cost charged to operations for restricted share awards was $528,000 in 2013, $408,000 in 2012 and $291,000 in 2011. Individual nonemployee directors of the Company may elect to receive, either currently or deferred, all or part of their annual retainer, and/or payment for attendance at Board or Committee meetings, in the form of shares of the Company’s common stock instead of cash. Under this arrangement, the Company issued 6,079 shares in 2013, 7,656 shares in 2012 and 8,190 shares in 2011. The expense related to this arrangement is not significant. The Company has a stock appreciation plan that provides for payments of cash to eligible foreign employees based on the change in the market price of the Company’s common stock over a period of time. Compensation cost related to this plan was $1,900,000 in 2013, $470,000 in 2012 and $851,000 in 2011.

Options on common shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except per share amounts):

 

     Option
  Shares  
       Weighted    
Average
Exercise
Price
     Options
Exercisable 
       Weighted    
Average
Exercise
Price
 

Outstanding, December 31, 2010

     5,509       $ 30.42         2,980       $ 31.99   

Granted

     569         43.15         

Exercised

     (553)         26.19         

Canceled

     (47)         35.55         
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding, December 30, 2011

     5,478         32.12         3,211         32.27   

Granted

     566         50.33         

Exercised

     (805)         27.14         

Canceled

     (47)         35.24         
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding, December 28, 2012

     5,192         34.85         3,194         32.99   

Granted

     969         65.97         

Exercised

     (990)         33.04         

Canceled

     (22)         40.71         
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding, December 27, 2013

     5,149       $ 41.03         3,311       $ 33.20   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes information for options outstanding and exercisable at December 27, 2013 (in thousands, except per share and contractual term amounts):

 

  Range of  
Prices

   

Options
   Outstanding   

   

Options
Outstanding
Weighted Avg.
Remaining
Contractual Term
in Years

 

Options
Outstanding
 Weighted Avg. 
Exercise Price

   

Options
  Exercisable  

   

Options
Exercisable
 Weighted Avg. 
Exercise Price

 
  $ 16-30        1,469      5   $ 23.62        1,295      $ 23.16   
  $ 30-45        2,062      5     38.97        1,805        38.50   
  $ 45-60        1,211      8     53.97        211        49.44   
  $ 60-76        407      10     75.88               

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 
  $ 16-76        5,149      6   $ 41.03        3,311      $ 33.20   

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

The aggregate intrinsic value of exercisable option shares was $147.7 million as of December 27, 2013, with a weighted average contractual term of 4.9 years. There were approximately 5.1 million vested share options and share options expected to vest as of December 27, 2013, with an aggregate intrinsic value of $71.3 million, a weighted average exercise price of $40.71 and a weighted average contractual term of 6.2 years.

 

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Information related to options exercised follows (in thousands):

 

             2013                      2012                      2011          

Cash received

   $ 32,630       $ 21,687       $ 14,476   

Aggregate intrinsic value

     33,028         18,195         10,485   

Tax benefit realized

     11,200         6,200         3,500   

Stock Purchase Plan. Under the Company’s Employee Stock Purchase Plan, the purchase price of the shares is the lesser of 85 percent of the fair market value on the first day or the last day of the plan year. The Company issued 196,913 shares under this plan in 2013, 238,621 shares in 2012 and 313,013 shares in 2011.

Authorized Shares. Shares authorized for issuance under the stock option and purchase plans are shown below (in thousands):

 

           Total Shares      
Authorized
     Available for Future
Issuance as of
December 27, 2013
 

Stock Incentive Plan (2010)

     5,100         2,473   

Employee Stock Purchase Plan (2006)

     7,000         5,288   
  

 

 

    

 

 

 

Total

     12,100         7,761   
  

 

 

    

 

 

 

Amounts available for future issuance exclude outstanding options. Options outstanding as of December 27, 2013, include options granted under three plans that were replaced by subsequent plans. No shares are available for future grants under those plans.

Share-based Compensation. The Company recognized share-based compensation cost of $16.5 million in 2013, $12.4 million in 2012 and $11.0 million in 2011, which reduced net income by $12.6 million, or $0.20 per weighted common share in 2013, $9.5 million, or $0.15 per weighted common share in 2012 and $8.4 million, or $0.14 per weighted common share in 2011. As of December 27, 2013, there was $15.2 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of approximately two 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:

 

             2013                      2012                      2011          

Expected life in years

     5.9               6.5               6.5         

Interest rate

     1.3 %           1.3 %           2.8 %     

Volatility

     35.4 %           36.6 %           33.7 %     

Dividend yield

     1.6 %           1.8 %           2.0 %     

Weighted average fair value per share

   $ 19.44             $ 15.60             $ 13.35         

Expected life is estimated based on vesting terms and exercise and termination history. Interest rate is based on the U.S. Treasury rate on zero-coupon issues with a remaining term equal to the expected life of the option. Expected volatility is based on historical volatility over a period commensurate with the expected life of options.

The fair value of employees’ purchase rights under the Employee Stock Purchase 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:

 

             2013                      2012                      2011          

Expected life in years

     1.0               1.0               1.0         

Interest rate

     0.2 %           0.2 %           0.3 %     

Volatility

     26.0 %           40.6 %           27.8 %     

Dividend yield

     1.7 %           1.7 %           2.1 %     

Weighted average fair value per share

   $ 14.16             $ 15.58             $ 10.05         

 

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Table of Contents

I.  Earnings per Share

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

 

           2013                    2012                    2011          

Net earnings available to common shareholders

   $ 210,822       $ 149,126       $ 142,328   
  

 

 

    

 

 

    

 

 

 

Weighted average shares outstanding for basic earnings per share

     61,203         60,451         60,286   

Dilutive effect of stock options computed based on the treasury stock method using the average market price

     1,587         1,260         1,084   
  

 

 

    

 

 

    

 

 

 

Weighted average shares outstanding for diluted earnings per share

     62,790         61,711         61,370   
  

 

 

    

 

 

    

 

 

 

Basic earnings per share

   $ 3.44       $ 2.47       $ 2.36   

Diluted earnings per share

   $ 3.36       $ 2.42       $ 2.32   

Stock options to purchase 0.4 million, 0.6 million and 1.6 million shares were not included in the 2013, 2012 and 2011 computations of diluted earnings per share, respectively, because they would have been anti-dilutive.

J.  Retirement Benefits

The Company has a defined contribution plan, under Section 401(k) of the Internal Revenue Code, which provides retirement benefits to most U.S. employees. For all employees who choose to participate, the Company matches employee contributions at a 100 percent rate, up to 3 percent of the employee’s compensation. For employees not covered by a defined benefit plan, the Company contributes an amount equal to 1.5 percent of the employee’s compensation. Employer contributions totaled $6.3 million in 2013, $5.6 million in 2012 and $4.2 million in 2011.

The Company’s postretirement medical plan provides certain medical benefits for retired U.S. employees. Employees hired before January 1, 2005, are eligible for these benefits upon retirement and fulfillment of other eligibility requirements as specified by the plan.

The Company has both funded and unfunded noncontributory defined benefit pension plans that together cover most U.S. employees hired before January 1, 2006, certain directors and some of the employees of the Company’s non-U.S. subsidiaries. For U.S. plans, benefits are based on years of service and the highest five consecutive years’ earnings in the ten years preceding retirement. The Company funds annually in amounts consistent with minimum funding levels and maximum tax deduction limits.

In 2012, the Company assumed the obligations and assets of a defined contribution plan with a guaranteed return that covers employees of an acquired business in Switzerland. The Swiss plan is funded by company and employee contributions. In 2013, the Company transferred responsibility for pension coverage under Swiss law to an insurance company. To effect the change, plan assets were converted to cash and deposited with the insurance company for investment under an insurance contract. Assets of the plan are valued at the amount of benefits liability of the insurance company and classified in the “other” assets category, level 2 in the fair value hierarchy. The transfer of responsibility for current retirees to the new plan carrier was treated as a settlement under ASC 715 and resulted in a reduction of plan obligations and assets, and a small settlement gain.

Investment policies and strategies of the U.S. funded pension plan are based on a long-term view of economic growth and heavily weighted toward equity securities. The primary goal of the plan’s investments is to ensure that the plan’s liabilities are met over time. In developing strategic asset allocation guidelines, an emphasis is placed on the long-term characteristics of individual asset classes, and the benefits of diversification among multiple asset classes. The plan invests primarily in domestic and international equities, fixed income securities, which include treasuries, highly-rated corporate bonds and high-yield bonds and real estate. The midpoints of the ranges of strategic target allocations for plan assets are 65 percent equity securities, 22 percent fixed income securities and 13 percent real estate and alternative investments.

Plan assets are held in a trust for the benefit of plan participants and are invested in various commingled funds, most of which are sponsored by the trustee. Equity securities are valued using quoted prices in active markets. The fair values for commingled equity and fixed-income funds, international equity funds, and real estate investments are measured using net asset values, which take into consideration the value of underlying fund investments, as well as the other accrued assets and liabilities of a fund, in order to determine a per share market value. Commingled fund and international equity funds are classified as level 2 because the net asset value is not directly traded on an active exchange. Certain trustee-sponsored funds allow redemptions monthly or quarterly, with 10 or 60 days advance notice, while most of the funds allow redemptions daily.

Level 3 assets consist of investments in real estate investment trust funds whose assets are valued at least annually by independent appraisal firms, using market, income and cost approaches. Significant unobservable quantitative inputs used in determining the fair

 

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value of each investment include cash flow assumptions, capitalization rates and discount rates. These inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in cash flows, discount rates and terminal capitalization rates will result in increases or decreases in the fair values of these investments. It is not possible for us to predict the effect of future economic or market conditions on the estimated fair values of plan assets.

Plan assets by category and fair value measurement level were as follows (in thousands):

 

             Total                  Level 1                  Level 2                  Level 3        

December 27, 2013

                           

Equity

           

U.S. Large Cap

   $ 95,025       $      $ 95,025       $  

U.S. Small/Mid Cap

     18,020                18,020          

International

     69,140                69,140          
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Equity

     182,185                182,185          

Fixed income

     48,718                40,158         8,560   

Real estate and other

     49,704         1,149         31,271         17,284   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 280,607       $ 1,149       $ 253,614       $ 25,844   
  

 

 

    

 

 

    

 

 

    

 

 

 

December 28, 2012

                           

Equity

           

Graco common stock

   $ 7,196       $ 7,196       $       $   

U.S. Large Cap

     78,263                 78,263           

U.S. Small/Mid Cap

     12,282                 12,282           

International

     67,459                 67,459           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Equity

     165,200         7,196         158,004           

Fixed income

     63,592                 63,592           

Real estate and other

     17,814         2,676                 15,138   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 246,606       $ 9,872       $ 221,596       $ 15,138   
  

 

 

    

 

 

    

 

 

    

 

 

 

A reconciliation of the beginning and ending balances of level 3 plan assets follows:

 

           2013                    2012          

Balance, beginning of year

     $ 15,138           $ 9,247     

Pension assets of acquired businesses

     -           5,216     

Purchases

     14,277           4,443     

Redemptions

     (5,351)           (4,891)     

Change in unrealized gains (losses)

     1,780           1,123     
  

 

 

    

 

 

 

Balance, end of year

     $ 25,844           $ 15,138     
  

 

 

    

 

 

 

 

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Table of Contents

The Company uses a year-end measurement date for all of its plans. The following provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets over the periods ending December 27, 2013, and December 28, 2012, and a statement of the funded status as of the same dates (in thousands):

 

     Pension Benefits      Postretirement Medical Benefits  
             2013                      2012                      2013                      2012          

Change in benefit obligation

           

Obligation, beginning of year

   $ 359,701       $ 278,611       $ 23,472       $ 23,445   

Pension obligation of acquired businesses

            39,139                 

Service cost

     7,447         6,414         626         589   

Interest cost

     14,149         13,729         961         986   

Actuarial loss (gain)

     (15,653)         31,869         (2,582)         (294)   

Plan changes

     3,197                        

Benefit payments

     (10,762)         (9,717)         (1,135)         (1,254)   

Settlements

     (7,430)                        

Exchange rate changes

     1,622         (344)                 
  

 

 

    

 

 

    

 

 

    

 

 

 

Obligation, end of year

   $ 352,271       $ 359,701       $ 21,342       $ 23,472   
  

 

 

    

 

 

    

 

 

    

 

 

 

Change in plan assets

           

Fair value, beginning of year

   $ 246,606       $ 181,319       $      $  

Pension assets of acquired businesses

            32,132                 

Actual return on assets

     40,280         30,861                 

Employer contributions

     10,728         12,437         1,135         1,254   

Benefit payments

     (10,762)         (9,717)         (1,135)         (1,254)   

Settlements

     (7,241)                        

Exchange rate changes

     996         (426)                 
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair value, end of year

   $ 280,607       $ 246,606       $      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Funded status

   $ (71,664)       $ (113,095)       $ (21,342)       $ (23,472)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amounts recognized in consolidated balance sheets

           

Current liabilities

   $ 1,116       $ 850       $ 1,256       $ 1,254   

Non-current liabilities

     70,548         112,245         20,086         22,218   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

   $ 71,664       $ 113,095       $ 21,342       $ 23,472   
  

 

 

    

 

 

    

 

 

    

 

 

 

The accumulated benefit obligation as of year-end for all defined benefit pension plans was $326 million for 2013 and $330 million for 2012. Information for plans with an accumulated benefit obligation in excess of plan assets follows (in thousands):

 

           2013                   2012         

Projected benefit obligation

   $ 352,271       $ 359,701   

Accumulated benefit obligation

     326,030         329,530   

Fair value of plan assets

     280,607         246,606   

The components of net periodic benefit cost for the plans for 2013, 2012 and 2011 were as follows (in thousands):

 

     Pension Benefits      Postretirement Medical Benefits  
          2013                 2012                 2011                 2013                 2012                 2011        

Service cost-benefits earned during the period

   $ 7,447       $ 6,414       $ 4,429       $ 626       $ 589       $ 602   

Interest cost on projected benefit obligation

     14,149         13,729         13,072         961         986         1,219   

Expected return on assets

     (18,508)         (15,907)         (15,802)                        

Amortization of prior service cost (credit)

            (5)         (5)         (658)         (658)         (658)   

Amortization of net loss (gain)

     10,456         10,814         5,819         480         395         568   

Cost of pension plans which are not significant and have not adopted ASC 715

     94         121         97         N/A         N/A         N/A   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net periodic benefit cost

   $ 13,646       $ 15,166       $ 7,610       $ 1,409       $ 1,312       $ 1,731   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Amounts recognized in other comprehensive (income) loss in 2013 and 2012 were as follows (in thousands):

 

     Pension Benefits       Postretirement Medical Benefits   
             2013                        2012                        2013                        2012            

Net loss (gain) arising during the period

   $ (37,284)       $ 17,011       $ (2,582)       $    (294)   

Prior service cost (credit) arising during the period

     3,197                        

Amortization of net gain (loss)

     (10,456)         (10,814)         (480)         (395)   

Amortization of prior service credit (cost)

     (8)                658         658   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ (44,551)       $ 6,202       $ (2,404)       $ (31)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amounts included in accumulated other comprehensive (income) loss as of December 27, 2013 and December 28, 2012, that had not yet been recognized as components of net periodic benefit cost, were as follows (in thousands):

 

     Pension Benefits       Postretirement Medical Benefits   
             2013                        2012                        2013                        2012            

Prior service cost (credit)

   $ 3,271       $ (123)       $ (2,444)       $ (3,101)   

Net loss

     73,200         121,146         3,325         6,385   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net before income taxes

     76,471         121,023         881         3,284   

Income taxes

     (26,903)         (43,409)         (317)         (1,182)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net

   $ 49,568       $ 77,614       $ 564       $ 2,102   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amounts included in accumulated other comprehensive (income) loss that are expected to be recognized as components of net periodic benefit cost in 2014 were as follows (in thousands):

 

     Pension
      Benefits      
      Postretirement 
Medical
Benefits
 

Prior service cost (credit)

   $ 330           $ (658)       

Net loss (gain)

     4,883             149       
  

 

 

    

 

 

 

Net before income taxes

     5,213             (509)       

Income taxes

     (1,877)             183       
  

 

 

    

 

 

 

Net

   $ 3,336           $ (326)       
  

 

 

    

 

 

 

Assumptions used to determine the Company’s benefit obligations are shown below:

 

     Pension Benefits       Postretirement Medical Benefits   

Weighted average assumptions            

  

        2013        

    

        2012        

    

        2013        

    

        2012        

 

U.S. Plans

           

Discount rate

     5.0  %           4.2  %           5.0  %           4.2  %     

Rate of compensation increase

     3.0  %           3.0  %           N/A               N/A         

Non-U.S. Plans

           

Discount rate

     2.5  %           2.3  %           N/A               N/A         

Rate of compensation increase

     1.3  %           1.3  %           N/A               N/A         

 

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Assumptions used to determine the Company’s net periodic benefit cost are shown below:

 

    Pension Benefits     Postretirement Medical Benefits  

Weighted average assumptions                    

 

      2013      

   

      2012      

   

      2011      

   

      2013      

   

      2012      

   

      2011      

 

U.S. Plans

           

Discount rate

    4.2  %          4.6  %          5.5  %          4.2  %          4.6  %          5.5  %     

Rate of compensation increase

    3.0  %          3.0  %          3.8  %          N/A              N/A              N/A         

Expected return on assets

    8.5  %          8.5  %          8.5  %          N/A              N/A              N/A         

Non-U.S. Plans

           

Discount rate

    2.3  %          2.9  %          4.7  %          N/A              N/A              N/A         

Rate of compensation increase

    1.2  %          1.2  %          3.0  %          N/A              N/A              N/A         

Expected return on assets

    3.0  %          3.0  %          N/A              N/A              N/A              N/A         

Several sources of information are considered in determining the expected rate of return assumption, including the allocation of plan assets, the input of actuaries and professional investment advisors, and historical long-term returns. In setting the return assumption, the Company recognizes that historical returns are not always indicative of future returns and also considers the long-term nature of its pension obligations.

The Company’s U.S. retirement medical plan limits the annual cost increase that will be paid by the Company to 3 percent. In measuring the accumulated postretirement benefit obligation (APBO), the annual trend rate for health care costs was assumed to be 7.4 percent for 2014, decreasing each year to a constant rate of 4.5 percent for 2026 and thereafter, subject to the plan’s annual increase limitation.

At December 27, 2013, a one percent change in assumed health care cost trend rates would not have a significant impact on the service and interest cost components of net periodic postretirement health care benefit cost or the APBO for health care benefits.

The Company expects to contribute $2.3 million to its unfunded pension plans and $1.3 million to the postretirement medical plan in 2014. The Company expects that contributions to the funded pension plan under minimum funding requirements for 2014 will not exceed $9 million, and that the amounts payable in 2014 may be eliminated by available credits. Estimated future benefit payments are as follows (in thousands):

 

     Pension
      Benefits      
      Postretirement 
Medical
Benefits
 

2014

   $ 13,999          $ 1,256       

2015

     15,045            1,314       

2016

     17,926            1,361       

2017

     16,675            1,395       

2018

     18,007            1,458       

Years 2019 - 2023

     104,174            8,032       

 

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K.   Commitments and Contingencies

Lease Commitments. Aggregate annual rental commitments under operating leases with noncancelable terms of more than one year were $13.2 million at December 27, 2013, payable as follows (in thousands):

 

        Buildings           Vehicles &  
Equipment
            Total         

2014

   $ 2,170       $ 3,214       $ 5,384   

2015

     1,914         2,083         3,997   

2016

     1,350         1,250         2,600   

2017

     1,338         841         2,179   

2018

     1,360         555         1,915   

Thereafter

     7,655         764         8,419   
  

 

 

    

 

 

    

 

 

 

Total

   $ 15,787       $ 8,707       $ 24,494   
  

 

 

    

 

 

    

 

 

 

Total rental expense was $3.6 million for 2013, $3.3 million for 2012 and $3.0 million for 2011.

Other Commitments. The Company is committed to pay suppliers under the terms of open purchase orders issued in the normal course of business totaling approximately $57 million at December 27, 2013. The Company also has commitments with certain suppliers to purchase minimum quantities, and under the terms of certain agreements, the Company is committed for certain portions of the supplier’s inventory. The Company does not purchase, or commit to purchase, quantities in excess of normal usage or amounts that cannot be used within one year. The Company estimates that the maximum commitment amount under such agreements does not exceed $43 million. In addition, the Company could be obligated to perform under standby letters of credit totaling $3 million at December 27, 2013. The Company has also guaranteed the debt of its subsidiaries for up to $10 million. All debt of subsidiaries is reflected in the consolidated balance sheets.

Contingencies. The Company is party to various legal proceedings arising in the normal course of business. The Company is actively pursuing and defending these matters and has recorded an estimate of the probable costs. 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.

As more fully described in Note L, under terms of orders issued by the FTC, the Company is required to separately maintain the Liquid Finishing businesses as viable and competitive while it seeks a buyer for those businesses. The Company’s maximum exposure to loss as a result of its involvement with the Liquid Finishing businesses would include the entirety of its investment of $422 million and reimbursement of losses of the operations of the Liquid Finishing businesses in accordance with the hold separate order, which cannot be quantified. The operating earnings of the Liquid Finishing businesses exceed $100 million (unaudited) since the date of acquisition, and no additional financial resources were required to be funded by the Company.

L.   Acquisitions

On April 2, 2012, the Company completed the purchase of the finishing businesses of Illinois Tool Works Inc. The acquisition includes powder and liquid finishing equipment operations, technologies and brands. In Powder Finishing, Graco acquired the Gema® businesses. Gema is a global leader in powder coating technology, a market in which Graco had no previous product offerings, with global manufacturing and distribution capabilities. Results of the Powder Finishing businesses have been included in the Industrial segment since the date of acquisition. In Liquid Finishing, Graco acquired the Binks® spray finishing equipment businesses, DeVilbiss® spray guns and accessories businesses, Ransburg® electrostatic equipment and accessories businesses, and BGK curing technology businesses.

Sales of the ITW Finishing Group were $375 million in 2011, of which Powder Finishing contributed approximately one-third and Liquid Finishing contributed approximately two-thirds. Acquisition and divestiture-related expenses are included in general and administrative expense in the Company’s consolidated statements of earnings, and totaled $2 million in 2013, $16 million in 2012 and $8 million in 2011.

In December 2011, the FTC filed a formal complaint to challenge the proposed acquisition on the grounds that the addition of the Liquid Finishing businesses to Graco would be anti-competitive, a position which Graco denied. In March 2012, the FTC issued an order that allowed the acquisition to proceed to closing on April 2, 2012, subject to certain conditions, while it evaluated a settlement proposal from Graco. Pursuant to the order, the Liquid Finishing businesses were to be held separate from the rest of Graco’s businesses until the FTC determined which portions of the Liquid Finishing businesses Graco must divest.

 

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In May 2012, the FTC issued a proposed decision and order which requires Graco to sell the Liquid Finishing business assets, including 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. In accordance with the hold separate order, the Liquid Finishing business is managed independently by experienced Liquid Finishing business managers, under the supervision of a trustee appointed by the FTC, who reports directly to the FTC.

The hold separate order requires the Company 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.

Under terms of the hold separate order, the Company does not have a controlling interest in the Liquid Finishing businesses, nor is it able to exert significant influence over the Liquid Finishing businesses. Consequently, the Company’s investment in the shares of the Liquid Finishing businesses, totaling $422 million, has been reflected as a cost-method investment on the Consolidated Balance Sheet as of December 27, 2013, 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 current earnings of Liquid Finishing. Dividends of $28 million received in 2013 and $12 million received in 2012 are included in other expense (income) on the Consolidated Statements of Earnings. 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.

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

Sales and operating earnings of the Liquid Finishing businesses for the years 2013 and 2012 were as follows (unaudited, in thousands):

 

                  2013                      2012          
        
  

Net Sales

   $ 278,543      $ 269,099   
  

Operating Earnings

     61,174        52,256   

 

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The Company transferred cash purchase consideration of $660 million to the seller on April 2, 2012. In July 2012, the Company transferred additional cash purchase consideration of $8 million, representing the difference between cash balances acquired and the amount estimated at the time of closing. In 2013, the seller reimbursed Graco approximately $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.

Purchase consideration was allocated to assets acquired and liabilities assumed based on estimated fair values as follows (in thousands):

 

            
 

Cash and cash equivalents

    $ 6,007   
 

Accounts receivable

     17,835   
 

Inventories

     21,733   
 

Other current assets

     2,534   
 

Property, plant and equipment

     18,359   
 

Other non-current assets

     50   
 

Identifiable intangible assets

     150,500   
 

Goodwill

     86,056   
    

 

 

 
 

Total assets acquired

     303,074   
 

Current liabilities assumed

     (27,434)   
 

Non-current liabilities assumed

     (7,984)   
 

Deferred income taxes

     (26,105)   
    

 

 

 
 

Net assets acquired, Powder Finishing

     241,551   
 

Investment in businesses held separate

     426,813   
    

 

 

 
 

Total purchase consideration

    $         668,364   
    

 

 

 

Identifiable intangible assets and estimated useful life are as follows (dollars in thousands):

 

            Estimated
     Life (years)     
    

  Customer relationships

   $ 103,500       14   

  Developed technology

     9,600       11   

  Trade names

     37,400       Indefinite   
  

 

 

       

  Total identifiable intangible assets

   $         150,500         
  

 

 

       

The Company adjusted the preliminary purchase price allocation in the fourth quarter of 2012 to recognize deferred tax liability on certain identifiable intangible assets, which resulted in an $8 million increase in goodwill. Substantially none of the goodwill acquired in 2012 is deductible for tax purposes. The Company completed other business acquisitions in 2013, 2012 and 2011 that were not material to the consolidated financial statements.

Subsequent to the end of fiscal year 2013, the Company completed the acquisition of a manufacturer of fluid management solutions for environmental monitoring and remediation, markets where Graco had little or no previous exposure. This business acquisition will not be material to the consolidated financial statements.

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

 

                 2012                      2011          
       
 

Net Sales

   $ 1,042,701       $ 1,020,823   
 

Operating Earnings

     249,789         236,284   
 

Net Earnings

     153,008         147,290   
 

Basic earnings per share

     2.53         2.44   
 

Diluted earnings per share

     2.48         2.40   

 

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Additional depreciation and amortization of $2 million and $8 million are reflected in the 2012 and 2011 pro forma results, respectively, as if the acquisition of Powder Finishing had occurred at the beginning of 2011. Non-recurring acquisition expenses of $16 million were eliminated from the 2012 pro forma results, and $8 million were eliminated from the 2011 pro forma results. Purchase accounting effects of $7 million related to inventory were removed from 2012 and reflected in 2011. For pro forma purposes, dividend income from Liquid Finishing of $12 million was eliminated from other income in 2012.

M.   Quarterly Financial Information (unaudited)

 

     First
    Quarter    
     Second
    Quarter    
     Third
    Quarter    
     Fourth
    Quarter    
 

2013

           

Net Sales

   $ 269,046       $ 286,020       $ 277,035       $ 271,923   

Gross Profit

     150,644         158,739         150,873         147,199   

Net Earnings

     52,130         57,843         56,101         44,748   

Basic Net Earnings per Common Share

   $ 0.86       $ 0.94       $ 0.91       $ 0.73   

Diluted Net Earnings per Common Share

     0.84         0.92         0.89         0.71   

Cash Dividends Declared per Common Share

     0.25         0.25         0.25         0.28   

2012

           

Net Sales

   $ 234,122       $ 268,184       $ 256,472       $ 253,678   

Gross Profit

     132,179         139,530         139,933         138,888   

Net Earnings

     35,381         34,352         37,131         42,262   

Basic Net Earnings per Common Share

   $ 0.59       $ 0.57       $ 0.61       $ 0.70   

Diluted Net Earnings per Common Share

     0.58