Minnesota
|
|
41-0285640
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
Page
|
Part I
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
||
|
|
|
Part II
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
|
Part III
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
Part IV
|
|
|
Item 15
|
||
|
||
|
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.
|
Facility
|
Owned or
Leased
|
Square
Footage
|
Facility Activities
|
Operating Segment
|
North America
|
||||
Indianapolis, Indiana, United States
|
Owned
|
64,000
|
Warehouse, office, product development and application laboratory
|
Industrial segment
|
Dexter, Michigan, United States
|
Leased
|
53,000
|
Manufacturing, warehouse, office and product development
|
Process segment
|
Minneapolis, Minnesota, United States
|
Owned
|
141,000
|
Worldwide headquarters, office and product development
|
Corporate, Industrial and Process segments
|
Minneapolis, Minnesota, United States
|
Owned
|
42,000
|
Corporate office
|
All segments
|
Minneapolis, Minnesota, United States
|
Owned
|
390,000
|
Manufacturing and office
|
Industrial and Process segments
|
Minneapolis, Minnesota, United States
|
Owned
|
87,000
|
Assembly
|
Industrial and Process segments
|
Anoka, Minnesota, United States
|
Owned
|
208,000
|
Manufacturing, warehouse, office and product development
|
Process segment
|
Rogers, Minnesota, United States
|
Owned
|
325,000
|
Manufacturing, office and product development
|
Contractor segment
|
Rogers, Minnesota, United States
|
Leased
|
100,000
|
Warehouse
|
Contractor segment
|
Rogers, Minnesota, United States
|
Leased
|
225,000
|
Distribution center and office
|
All segments
|
North Canton, Ohio, United States
|
Owned
|
131,000
|
Manufacturing, warehouse, office and application laboratory
|
Industrial segment
|
Erie, Pennsylvania, United States
|
Leased
|
43,000
|
Manufacturing, warehouse, office and product development
|
Process segment
|
Sioux Falls, South Dakota, United States
|
Owned
|
148,000
|
Manufacturing and office
|
Industrial and Contractor segments
|
Houston, Texas, United States
|
Leased
|
5,000
|
Warehouse and office
|
Process segment
|
Kamas, Utah, United States
|
Leased
|
21,000
|
Manufacturing, office and test laboratory
|
Process segment
|
South America
|
||||
Porto Alegre, Rio Grande do Sul, Brazil
|
Leased
|
5,000
|
Manufacturing, office and product development
|
Industrial segment
|
Europe
|
||||
Maasmechelen, Belgium
|
Owned
|
127,000
|
EMEA headquarters, warehouse, assembly
|
All segments
|
Rödermark, Germany
|
Leased
|
41,000
|
Warehouse and office
|
Industrial segment
|
Milan, Italy
|
Owned
|
8,000
|
Office and warehouse
|
Industrial segment
|
Sibiu, Romania
|
Leased
|
31,000
|
Manufacturing
|
Industrial segment
|
St. Gallen, Switzerland
|
Owned
|
82,000
|
Manufacturing, warehouse, office, product development and application laboratory
|
Industrial segment
|
St. Gallen, Switzerland
|
Leased
|
9,000
|
Manufacturing
|
Industrial segment
|
Stoke-on-Trent, Staffordshire, United Kingdom
|
Leased
|
9,000
|
Manufacturing, warehouse, office and product development
|
Process segment
|
Brighouse, West Yorkshire, United Kingdom
|
Owned
|
68,000
|
Manufacturing, warehouse, office and product development
|
Process segment
|
Leaming Spa, Warwickshire, United Kingdom
|
Leased
|
50,000
|
Manufacturing, warehouse and office
|
Process segment
|
Asia Pacific
|
||||
Derrimut, Australia
|
Leased
|
22,000
|
Warehouse
|
All segments
|
Gurgaon, India
|
Leased
|
18,000
|
Office
|
All segments
|
Yokohama, Japan
|
Leased
|
17,000
|
Office
|
All segments
|
Yasuda, Japan
|
Leased
|
12,000
|
Warehouse
|
All segments
|
Shanghai, P.R.C.
|
Leased
|
29,000
|
Asia Pacific headquarters
|
All segments
|
Shanghai Waiqaoqiao Pilot FTZ, P.R.C.
|
Leased
|
31,000
|
Warehouse
|
All segments
|
Shanghai, P.R.C.
|
Leased
|
27,000
|
Office and warehouse
|
Industrial segment
|
Suzhou, P.R.C.
|
Owned
|
80,000
|
Manufacturing, warehouse, office and product development
|
All segments
|
Anyang, South Korea
|
Leased
|
5,000
|
Office
|
All segments
|
Gwangjoo, South Korea
|
Leased
|
11,000
|
Warehouse
|
All segments
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Stock price per share
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
84.99
|
|
|
$
|
86.62
|
|
|
$
|
81.38
|
|
|
$
|
85.00
|
|
Low
|
63.05
|
|
|
76.94
|
|
|
70.47
|
|
|
69.33
|
|
||||
Dividends declared per share
|
0.33
|
|
|
0.33
|
|
|
0.33
|
|
|
0.36
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Stock price per share
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
82.14
|
|
|
$
|
74.48
|
|
|
$
|
73.49
|
|
|
$
|
77.55
|
|
Low
|
70.01
|
|
|
69.78
|
|
|
63.44
|
|
|
65.36
|
|
||||
Dividends declared per share
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.33
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
Dow Jones U.S. Industrial Machinery
|
100
|
|
123
|
|
179
|
|
178
|
|
156
|
|
211
|
S&P 500
|
100
|
|
116
|
|
154
|
|
175
|
|
177
|
|
198
|
Graco Inc.
|
100
|
|
127
|
|
197
|
|
209
|
|
192
|
|
221
|
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)
|
|||||
September 24, 2016 - October 28, 2016
|
|
35,000
|
|
|
$
|
69.93
|
|
|
35,000
|
|
|
3,817,367
|
|
October 29, 2016 - November 25, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,817,367
|
|
November 26, 2016 - December 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,817,367
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
$
|
1,329,293
|
|
|
$
|
1,286,485
|
|
|
$
|
1,221,130
|
|
|
$
|
1,104,024
|
|
|
$
|
1,012,456
|
|
Net earnings
|
40,674
|
|
|
345,713
|
|
|
225,573
|
|
|
210,822
|
|
|
149,126
|
|
|||||
Per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings
|
$
|
0.73
|
|
|
$
|
6.00
|
|
|
$
|
3.75
|
|
|
$
|
3.44
|
|
|
$
|
2.47
|
|
Diluted net earnings
|
0.71
|
|
|
5.86
|
|
|
3.65
|
|
|
3.36
|
|
|
2.42
|
|
|||||
Cash dividends declared
|
1.35
|
|
|
1.23
|
|
|
1.13
|
|
|
1.03
|
|
|
0.93
|
|
|||||
Total assets
|
$
|
1,243,109
|
|
|
$
|
1,391,352
|
|
|
$
|
1,544,778
|
|
|
$
|
1,327,228
|
|
|
$
|
1,321,734
|
|
Long-term debt (including current portion)
|
305,685
|
|
|
392,695
|
|
|
615,000
|
|
|
408,370
|
|
|
556,480
|
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
$
|
1,329.3
|
|
|
$
|
1,286.5
|
|
|
$
|
1,221.1
|
|
Operating Earnings
|
113.9
|
|
|
302.1
|
|
|
308.9
|
|
|||
Net Earnings
|
40.7
|
|
|
345.7
|
|
|
225.6
|
|
|||
Diluted Net Earnings per Common Share
|
$
|
0.71
|
|
|
$
|
5.86
|
|
|
$
|
3.65
|
|
Diluted Net Earnings per Common Share, adjusted
(1)
|
$
|
3.55
|
|
|
$
|
3.46
|
|
|
$
|
3.65
|
|
(1)
|
Excludes the effects of non-cash impairment charges recorded in the fourth quarter of 2016 and net investment income from the Liquid Finishing businesses sold in the second quarter of 2015. See adjusted financial results below for a reconciliation of the adjusted non-GAAP financial measures to GAAP.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Earnings, as reported
|
$
|
113.9
|
|
|
$
|
302.1
|
|
|
$
|
308.9
|
|
Impairment
|
192.0
|
|
|
—
|
|
|
—
|
|
|||
Operating Earnings, adjusted
|
$
|
305.9
|
|
|
$
|
302.1
|
|
|
$
|
308.9
|
|
|
|
|
|
|
|
||||||
Net Earnings, as reported
|
$
|
40.7
|
|
|
$
|
345.7
|
|
|
$
|
225.6
|
|
Impairment
|
192.0
|
|
|
—
|
|
|
—
|
|
|||
Held separate investment (income), net
|
—
|
|
|
(191.6
|
)
|
|
—
|
|
|||
Income tax effect
|
(30.6
|
)
|
|
50.2
|
|
|
—
|
|
|||
Net Earnings, adjusted
|
$
|
202.1
|
|
|
$
|
204.3
|
|
|
$
|
225.6
|
|
|
|
|
|
|
|
||||||
Weighted Average Diluted Shares
|
57.0
|
|
|
59.0
|
|
|
61.7
|
|
|||
Diluted Earnings per Share
|
|
|
|
|
|
||||||
As reported
|
$
|
0.71
|
|
|
$
|
5.86
|
|
|
$
|
3.65
|
|
Adjusted
|
$
|
3.55
|
|
|
$
|
3.46
|
|
|
$
|
3.65
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Net Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of products sold
|
46.7
|
|
|
46.8
|
|
|
45.4
|
|
Gross profit
|
53.3
|
|
|
53.2
|
|
|
54.6
|
|
Product development
|
4.6
|
|
|
4.5
|
|
|
4.4
|
|
Selling, marketing and distribution
|
16.2
|
|
|
15.7
|
|
|
16.0
|
|
General and administrative
|
9.5
|
|
|
9.5
|
|
|
8.9
|
|
Impairment
|
14.4
|
|
|
—
|
|
|
—
|
|
Operating earnings
|
8.6
|
|
|
23.5
|
|
|
25.3
|
|
Interest expense
|
1.3
|
|
|
1.4
|
|
|
1.5
|
|
Held separate investment (income), net
|
—
|
|
|
(14.9
|
)
|
|
(2.1
|
)
|
Other expense (income), net
|
—
|
|
|
0.1
|
|
|
0.1
|
|
Earnings before income taxes
|
7.3
|
|
|
36.9
|
|
|
25.8
|
|
Income taxes
|
4.2
|
|
|
10.0
|
|
|
7.3
|
|
Net Earnings
|
3.1
|
%
|
|
26.9
|
%
|
|
18.5
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Americas
(1)
|
$
|
777.0
|
|
|
$
|
759.9
|
|
|
$
|
684.5
|
|
EMEA
(2)
|
311.1
|
|
|
291.4
|
|
|
304.7
|
|
|||
Asia Pacific
|
241.2
|
|
|
235.2
|
|
|
231.9
|
|
|||
Consolidated
|
$
|
1,329.3
|
|
|
$
|
1,286.5
|
|
|
$
|
1,221.1
|
|
(1)
|
North, South and Central America, including the United States. Sales in the United States were $686 million in 2016, $654 million in 2015 and $577 million in 2014.
|
(2)
|
Europe, Middle East and Africa
|
|
2016
|
|
2015
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
1%
|
|
1%
|
|
0%
|
|
2%
|
|
7%
|
|
5%
|
|
(1)%
|
|
11%
|
EMEA
|
6%
|
|
3%
|
|
(2)%
|
|
7%
|
|
1%
|
|
8%
|
|
(13)%
|
|
(4)%
|
Asia Pacific
|
3%
|
|
1%
|
|
(1)%
|
|
3%
|
|
0%
|
|
6%
|
|
(5)%
|
|
1%
|
Consolidated
|
3%
|
|
1%
|
|
(1)%
|
|
3%
|
|
4%
|
|
6%
|
|
(5)%
|
|
5%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
|
|
|
|
||||||
Industrial
|
$
|
629.6
|
|
|
$
|
616.1
|
|
|
$
|
622.3
|
|
Process
|
266.6
|
|
|
273.6
|
|
|
223.2
|
|
|||
Contractor
|
433.1
|
|
|
396.8
|
|
|
375.6
|
|
|||
Total
|
$
|
1,329.3
|
|
|
$
|
1,286.5
|
|
|
$
|
1,221.1
|
|
Operating Earnings
|
|
|
|
|
|
||||||
Industrial
|
$
|
207.2
|
|
|
$
|
201.8
|
|
|
$
|
203.9
|
|
Process
|
35.8
|
|
|
43.8
|
|
|
47.8
|
|
|||
Contractor
|
91.8
|
|
|
86.4
|
|
|
81.9
|
|
|||
Unallocated corporate (expense)
(1)
|
(28.9
|
)
|
|
(29.9
|
)
|
|
(24.7
|
)
|
|||
Impairment
(2)
|
(192.0
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
113.9
|
|
|
$
|
302.1
|
|
|
$
|
308.9
|
|
(1)
|
Unallocated corporate (expense) includes such items as stock compensation, divestiture and certain acquisition transaction costs, bad debt expense, charitable contributions, non-service cost portions of pension expense and certain central warehouse expenses. Unallocated corporate expenses in 2016 were consistent with the prior year. Unallocated corporate expenses increased by $5 million in 2015 compared to 2014, including increases in stock compensation, pension cost and central warehouse expense, partially offset by decreases in acquisition transaction costs and charitable contributions.
|
(2)
|
The non-cash impairment charge recorded in 2016 related to assets of our Oil and Natural Gas reporting unit included within the Process Segment. Refer to Critical Accounting Estimates for more discussion on the impairment charge.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
281.3
|
|
|
$
|
288.9
|
|
|
$
|
272.8
|
|
EMEA
|
184.5
|
|
|
173.3
|
|
|
196.0
|
|
|||
Asia Pacific
|
163.8
|
|
|
153.9
|
|
|
153.5
|
|
|||
Total
|
$
|
629.6
|
|
|
$
|
616.1
|
|
|
$
|
622.3
|
|
Operating Earnings as a Percentage of Sales
|
33
|
%
|
|
33
|
%
|
|
33
|
%
|
|
2016
|
|
2015
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
(2)%
|
|
0%
|
|
(1)%
|
|
(3)%
|
|
5%
|
|
2%
|
|
(1)%
|
|
6%
|
EMEA
|
8%
|
|
0%
|
|
(2)%
|
|
6%
|
|
1%
|
|
0%
|
|
(13)%
|
|
(12)%
|
Asia Pacific
|
7%
|
|
1%
|
|
(2)%
|
|
6%
|
|
1%
|
|
3%
|
|
(4)%
|
|
0%
|
Segment Total
|
3%
|
|
0%
|
|
(1)%
|
|
2%
|
|
3%
|
|
2%
|
|
(6)%
|
|
(1)%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
170.4
|
|
|
$
|
171.8
|
|
|
$
|
146.6
|
|
EMEA
|
52.4
|
|
|
55.0
|
|
|
38.4
|
|
|||
Asia Pacific
|
43.8
|
|
|
46.8
|
|
|
38.2
|
|
|||
Total
|
$
|
266.6
|
|
|
$
|
273.6
|
|
|
$
|
223.2
|
|
Operating Earnings as a Percentage of Sales
|
13
|
%
|
|
16
|
%
|
|
21
|
%
|
|
2016
|
|
2015
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
(5)%
|
|
4%
|
|
0%
|
|
(1)%
|
|
1%
|
|
18%
|
|
(2)%
|
|
17%
|
EMEA
|
(12)%
|
|
12%
|
|
(5)%
|
|
(5)%
|
|
0%
|
|
57%
|
|
(14)%
|
|
43%
|
Asia Pacific
|
(8)%
|
|
4%
|
|
(2)%
|
|
(6)%
|
|
0%
|
|
30%
|
|
(8)%
|
|
22%
|
Segment Total
|
(7)%
|
|
6%
|
|
(2)%
|
|
(3)%
|
|
1%
|
|
26%
|
|
(4)%
|
|
23%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
325.3
|
|
|
$
|
299.2
|
|
|
$
|
265.2
|
|
EMEA
|
74.3
|
|
|
63.1
|
|
|
70.3
|
|
|||
Asia Pacific
|
33.5
|
|
|
34.5
|
|
|
40.1
|
|
|||
Total
|
$
|
433.1
|
|
|
$
|
396.8
|
|
|
$
|
375.6
|
|
Operating Earnings as a Percentage of Sales
|
21
|
%
|
|
22
|
%
|
|
22
|
%
|
|
2016
|
|
2015
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
9%
|
|
0%
|
|
0%
|
|
9%
|
|
14%
|
|
0%
|
|
(1)%
|
|
13%
|
EMEA
|
19%
|
|
0%
|
|
(1)%
|
|
18%
|
|
2%
|
|
0%
|
|
(12)%
|
|
(10)%
|
Asia Pacific
|
(1)%
|
|
0%
|
|
(2)%
|
|
(3)%
|
|
(9)%
|
|
0%
|
|
(5)%
|
|
(14)%
|
Segment Total
|
10%
|
|
0%
|
|
(1)%
|
|
9%
|
|
9%
|
|
0%
|
|
(3)%
|
|
6%
|
|
2016
|
|
2015
|
||||
Working capital
|
$
|
325.4
|
|
|
$
|
314.4
|
|
Current ratio
|
2.8
|
|
|
2.6
|
|
||
Days of sales in receivables outstanding
|
61
|
|
|
64
|
|
||
Inventory turnover (LIFO)
|
3.0
|
|
|
3.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
$
|
269.1
|
|
|
$
|
189.6
|
|
|
$
|
241.2
|
|
Investing activities
|
(90.9
|
)
|
|
369.9
|
|
|
(216.7
|
)
|
|||
Financing activities
|
(178.3
|
)
|
|
(534.4
|
)
|
|
(23.6
|
)
|
|||
Effect of exchange rates on cash
|
0.2
|
|
|
3.5
|
|
|
3.0
|
|
|||
Net cash provided (used)
|
0.1
|
|
|
28.6
|
|
|
3.9
|
|
|||
Cash and cash equivalents at end of year
|
$
|
52.4
|
|
|
$
|
52.3
|
|
|
$
|
23.7
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
$
|
305.7
|
|
|
$
|
—
|
|
|
$
|
75.0
|
|
|
$
|
80.7
|
|
|
$
|
150.0
|
|
Interest on long-term debt
|
78.8
|
|
|
14.5
|
|
|
23.8
|
|
|
16.7
|
|
|
23.8
|
|
|||||
Other non-current liabilities
(1)
|
8.7
|
|
|
—
|
|
|
7.5
|
|
|
0.4
|
|
|
0.8
|
|
|||||
Operating leases
|
31.0
|
|
|
7.3
|
|
|
11.4
|
|
|
6.7
|
|
|
5.6
|
|
|||||
Service contracts
|
6.9
|
|
|
3.5
|
|
|
3.1
|
|
|
0.3
|
|
|
—
|
|
|||||
Purchase obligations
(2)
|
114.6
|
|
|
114.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unfunded pension and postretirement medical benefits
(3)
|
33.5
|
|
|
2.4
|
|
|
5.5
|
|
|
6.5
|
|
|
19.1
|
|
|||||
Total
|
$
|
579.2
|
|
|
$
|
142.3
|
|
|
$
|
126.3
|
|
|
$
|
111.3
|
|
|
$
|
199.3
|
|
(1)
|
Other non-current liabilities include estimated obligations for representations and warranties associated with the Liquid Finishing business divestiture, additional purchase consideration based on future revenues of an acquired business in excess of specified thresholds, and amounts related to certain capitalized leasehold improvements.
|
(2)
|
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.
|
(3)
|
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 and pension obligation valuation assumptions.
|
Assumption
|
|
|
|
|
Funded Status
|
|
Expense
|
||||
Discount rate
|
|
|
|
|
$
|
(28.3
|
)
|
|
$
|
2.7
|
|
Expected return on assets
|
|
|
|
|
—
|
|
|
1.3
|
|
|
Years Ended
|
||||||||||
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Net Sales
|
$
|
1,329,293
|
|
|
$
|
1,286,485
|
|
|
$
|
1,221,130
|
|
Cost of products sold
|
621,054
|
|
|
601,785
|
|
|
554,394
|
|
|||
Gross Profit
|
708,239
|
|
|
684,700
|
|
|
666,736
|
|
|||
Product development
|
60,606
|
|
|
58,559
|
|
|
54,246
|
|
|||
Selling, marketing and distribution
|
215,253
|
|
|
201,855
|
|
|
194,751
|
|
|||
General and administrative
|
126,481
|
|
|
122,161
|
|
|
108,814
|
|
|||
Impairment
|
192,020
|
|
|
—
|
|
|
—
|
|
|||
Operating Earnings
|
113,879
|
|
|
302,125
|
|
|
308,925
|
|
|||
Interest expense
|
17,590
|
|
|
17,643
|
|
|
18,733
|
|
|||
Held separate investment (income), net
|
—
|
|
|
(191,635
|
)
|
|
(25,951
|
)
|
|||
Other expense (income), net
|
(366
|
)
|
|
1,404
|
|
|
1,070
|
|
|||
Earnings Before Income Taxes
|
96,655
|
|
|
474,713
|
|
|
315,073
|
|
|||
Income taxes
|
55,981
|
|
|
129,000
|
|
|
89,500
|
|
|||
Net Earnings
|
$
|
40,674
|
|
|
$
|
345,713
|
|
|
$
|
225,573
|
|
Basic Net Earnings per Common Share
|
$
|
0.73
|
|
|
$
|
6.00
|
|
|
$
|
3.75
|
|
Diluted Net Earnings per Common Share
|
$
|
0.71
|
|
|
$
|
5.86
|
|
|
$
|
3.65
|
|
Cash Dividends Declared per Common Share
|
$
|
1.35
|
|
|
$
|
1.23
|
|
|
$
|
1.13
|
|
|
Years Ended
|
||||||||||
|
December 30,
2016 |
|
December 25,
2015 |
|
December 26,
2014 |
||||||
Net Earnings
|
$
|
40,674
|
|
|
$
|
345,713
|
|
|
$
|
225,573
|
|
Components of other comprehensive income (loss)
|
|
|
|
|
|
||||||
Cumulative translation adjustment
|
(31,227
|
)
|
|
(10,423
|
)
|
|
(27,935
|
)
|
|||
Pension and postretirement medical liability adjustment
|
(10,715
|
)
|
|
10,372
|
|
|
(39,164
|
)
|
|||
Income taxes - pension and postretirement medical liability
|
4,211
|
|
|
(3,710
|
)
|
|
12,712
|
|
|||
Other comprehensive income (loss)
|
(37,731
|
)
|
|
(3,761
|
)
|
|
(54,387
|
)
|
|||
Comprehensive Income
|
$
|
2,943
|
|
|
$
|
341,952
|
|
|
$
|
171,186
|
|
|
December 30, 2016
|
|
December 25, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
52,365
|
|
|
$
|
52,295
|
|
Accounts receivable, less allowances of $12,700 and $10,400
|
218,365
|
|
|
225,509
|
|
||
Inventories
|
201,609
|
|
|
202,136
|
|
||
Other current assets
|
31,023
|
|
|
29,077
|
|
||
Total current assets
|
503,362
|
|
|
509,017
|
|
||
Property, Plant and Equipment, net
|
189,596
|
|
|
178,437
|
|
||
Goodwill
|
259,849
|
|
|
394,488
|
|
||
Other Intangible Assets, net
|
178,336
|
|
|
227,987
|
|
||
Deferred Income Taxes
|
86,653
|
|
|
56,976
|
|
||
Other Assets
|
25,313
|
|
|
24,447
|
|
||
Total Assets
|
$
|
1,243,109
|
|
|
$
|
1,391,352
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Notes payable to banks
|
$
|
8,913
|
|
|
$
|
15,901
|
|
Trade accounts payable
|
39,988
|
|
|
40,505
|
|
||
Salaries and incentives
|
37,109
|
|
|
44,673
|
|
||
Dividends payable
|
20,088
|
|
|
18,447
|
|
||
Other current liabilities
|
71,887
|
|
|
75,090
|
|
||
Total current liabilities
|
177,985
|
|
|
194,616
|
|
||
Long-term Debt
|
305,685
|
|
|
392,695
|
|
||
Retirement Benefits and Deferred Compensation
|
159,250
|
|
|
137,457
|
|
||
Deferred Income Taxes
|
17,672
|
|
|
22,303
|
|
||
Other Non-current Liabilities
|
8,697
|
|
|
8,730
|
|
||
Commitments and Contingencies (Note K)
|
|
|
|
|
|||
Shareholders’ Equity
|
|
|
|
||||
Common stock, $1 par value; 97,000,000 shares authorized;
55,834,412 and 55,765,980 shares outstanding in 2016 and 2015 |
55,834
|
|
|
55,766
|
|
||
Additional paid-in-capital
|
453,394
|
|
|
398,774
|
|
||
Retained earnings
|
206,820
|
|
|
285,508
|
|
||
Accumulated other comprehensive income (loss)
|
(142,228
|
)
|
|
(104,497
|
)
|
||
Total shareholders’ equity
|
573,820
|
|
|
635,551
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,243,109
|
|
|
$
|
1,391,352
|
|
|
Years Ended
|
||||||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
December 26, 2014
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Earnings
|
$
|
40,674
|
|
|
$
|
345,713
|
|
|
$
|
225,573
|
|
Adjustments to reconcile net earnings to net cash
provided by operating activities |
|
|
|
|
|
||||||
Impairment
|
192,020
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
48,290
|
|
|
44,607
|
|
|
35,515
|
|
|||
Deferred income taxes
|
(35,561
|
)
|
|
(11,585
|
)
|
|
329
|
|
|||
Share-based compensation
|
21,134
|
|
|
19,224
|
|
|
17,249
|
|
|||
Excess tax benefit related to share-based payment arrangements
|
(6,913
|
)
|
|
(1,775
|
)
|
|
(6,634
|
)
|
|||
(Gain) loss on sale of business
|
—
|
|
|
(149,894
|
)
|
|
—
|
|
|||
Change in
|
|
|
|
|
|
||||||
Accounts receivable
|
4,506
|
|
|
(18,276
|
)
|
|
(26,557
|
)
|
|||
Inventories
|
(693
|
)
|
|
(34,109
|
)
|
|
(15,079
|
)
|
|||
Trade accounts payable
|
553
|
|
|
4,305
|
|
|
450
|
|
|||
Salaries and incentives
|
(6,809
|
)
|
|
(1,385
|
)
|
|
1,520
|
|
|||
Retirement benefits and deferred compensation
|
10,995
|
|
|
11,870
|
|
|
5,052
|
|
|||
Other accrued liabilities
|
3,298
|
|
|
1,645
|
|
|
6,151
|
|
|||
Other
|
(2,401
|
)
|
|
(20,701
|
)
|
|
(2,314
|
)
|
|||
Net cash provided by operating activities
|
269,093
|
|
|
189,639
|
|
|
241,255
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Property, plant and equipment additions
|
(42,113
|
)
|
|
(41,749
|
)
|
|
(30,636
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(48,946
|
)
|
|
(189,017
|
)
|
|
(185,462
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
610,162
|
|
|
—
|
|
|||
Change in restricted assets
|
288
|
|
|
(9,518
|
)
|
|
—
|
|
|||
Investment in businesses held separate
|
—
|
|
|
—
|
|
|
530
|
|
|||
Other
|
(164
|
)
|
|
61
|
|
|
(1,163
|
)
|
|||
Net cash provided by (used in) investing activities
|
(90,935
|
)
|
|
369,939
|
|
|
(216,731
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Borrowings (payments) on short-term lines of credit, net
|
(5,995
|
)
|
|
11,216
|
|
|
(4,459
|
)
|
|||
Borrowings on long-term line of credit
|
648,134
|
|
|
720,605
|
|
|
717,845
|
|
|||
Payments on long-term line of credit
|
(735,144
|
)
|
|
(942,910
|
)
|
|
(511,215
|
)
|
|||
Payments of debt issuance costs
|
(860
|
)
|
|
—
|
|
|
(890
|
)
|
|||
Excess tax benefit related to share-based payment arrangements
|
6,913
|
|
|
1,775
|
|
|
6,634
|
|
|||
Common stock issued
|
32,631
|
|
|
18,835
|
|
|
30,199
|
|
|||
Common stock repurchased
|
(50,497
|
)
|
|
(274,503
|
)
|
|
(195,326
|
)
|
|||
Cash dividends paid
|
(73,434
|
)
|
|
(69,429
|
)
|
|
(66,362
|
)
|
|||
Net cash provided by (used in) financing activities
|
(178,252
|
)
|
|
(534,411
|
)
|
|
(23,574
|
)
|
|||
Effect of exchange rate changes on cash
|
164
|
|
|
3,472
|
|
|
2,950
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
70
|
|
|
28,639
|
|
|
3,900
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Beginning of year
|
52,295
|
|
|
23,656
|
|
|
19,756
|
|
|||
End of year
|
$
|
52,365
|
|
|
$
|
52,295
|
|
|
$
|
23,656
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Total
|
||||||||||
Balance December 27, 2013
|
$
|
61,003
|
|
|
$
|
347,058
|
|
|
$
|
272,653
|
|
|
$
|
(46,349
|
)
|
|
$
|
634,365
|
|
Shares issued
|
789
|
|
|
29,410
|
|
|
—
|
|
|
—
|
|
|
30,199
|
|
|||||
Shares repurchased
|
(2,593
|
)
|
|
(14,751
|
)
|
|
(178,090
|
)
|
|
—
|
|
|
(195,434
|
)
|
|||||
Stock compensation cost
|
—
|
|
|
16,253
|
|
|
—
|
|
|
—
|
|
|
16,253
|
|
|||||
Tax benefit related to stock options exercised
|
—
|
|
|
6,734
|
|
|
—
|
|
|
—
|
|
|
6,734
|
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
225,573
|
|
|
—
|
|
|
225,573
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
(67,271
|
)
|
|
—
|
|
|
(67,271
|
)
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,387
|
)
|
|
(54,387
|
)
|
|||||
Balance December 26, 2014
|
59,199
|
|
|
384,704
|
|
|
252,865
|
|
|
(100,736
|
)
|
|
596,032
|
|
|||||
Shares issued
|
446
|
|
|
18,040
|
|
|
—
|
|
|
—
|
|
|
18,486
|
|
|||||
Shares repurchased
|
(3,879
|
)
|
|
(25,201
|
)
|
|
(242,984
|
)
|
|
—
|
|
|
(272,064
|
)
|
|||||
Stock compensation cost
|
—
|
|
|
19,107
|
|
|
—
|
|
|
—
|
|
|
19,107
|
|
|||||
Tax benefit related to stock options exercised
|
—
|
|
|
1,775
|
|
|
—
|
|
|
—
|
|
|
1,775
|
|
|||||
Restricted stock cancelled
|
—
|
|
|
349
|
|
|
—
|
|
|
—
|
|
|
349
|
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
345,713
|
|
|
—
|
|
|
345,713
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
(70,086
|
)
|
|
—
|
|
|
(70,086
|
)
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,761
|
)
|
|
(3,761
|
)
|
|||||
Balance December 25, 2015
|
55,766
|
|
|
398,774
|
|
|
285,508
|
|
|
(104,497
|
)
|
|
635,551
|
|
|||||
Shares issued
|
830
|
|
|
31,947
|
|
|
—
|
|
|
—
|
|
|
32,777
|
|
|||||
Shares repurchased
|
(762
|
)
|
|
(5,449
|
)
|
|
(44,286
|
)
|
|
—
|
|
|
(50,497
|
)
|
|||||
Stock compensation cost
|
—
|
|
|
21,355
|
|
|
—
|
|
|
—
|
|
|
21,355
|
|
|||||
Tax benefit related to stock options exercised
|
—
|
|
|
6,913
|
|
|
—
|
|
|
—
|
|
|
6,913
|
|
|||||
Restricted stock (issued)
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
40,674
|
|
|
—
|
|
|
40,674
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
(75,076
|
)
|
|
—
|
|
|
(75,076
|
)
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,731
|
)
|
|
(37,731
|
)
|
|||||
Balance December 30, 2016
|
$
|
55,834
|
|
|
$
|
453,394
|
|
|
$
|
206,820
|
|
|
$
|
(142,228
|
)
|
|
$
|
573,820
|
|
|
Level
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
|
||||
Cash surrender value of life insurance
|
2
|
|
$
|
13,785
|
|
|
$
|
12,856
|
|
Forward exchange contracts
|
2
|
|
571
|
|
|
107
|
|
||
Total assets at fair value
|
|
|
$
|
14,356
|
|
|
$
|
12,963
|
|
Liabilities
|
|
|
|
|
|
||||
Contingent consideration
|
3
|
|
$
|
4,081
|
|
|
$
|
9,600
|
|
Deferred compensation
|
2
|
|
3,265
|
|
|
2,958
|
|
||
Total liabilities at fair value
|
|
|
$
|
7,346
|
|
|
$
|
12,558
|
|
|
2016
|
|
2015
|
||||
Prepaid income taxes
|
$
|
10,723
|
|
|
$
|
9,844
|
|
Restricted cash
|
9,230
|
|
|
9,518
|
|
||
Prepaid expenses and other
|
11,070
|
|
|
9,715
|
|
||
Total
|
$
|
31,023
|
|
|
$
|
29,077
|
|
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
|
|
Industrial
|
|
Process
|
|
Contractor
|
|
Total
|
||||||||
Balance, December 26, 2014
|
$
|
150,853
|
|
|
$
|
128,989
|
|
|
$
|
12,732
|
|
|
$
|
292,574
|
|
Additions from business acquisitions
|
4,230
|
|
|
102,864
|
|
|
—
|
|
|
107,094
|
|
||||
Foreign currency translation
|
(1,800
|
)
|
|
(3,380
|
)
|
|
—
|
|
|
(5,180
|
)
|
||||
Balance, December 25, 2015
|
153,283
|
|
|
228,473
|
|
|
12,732
|
|
|
394,488
|
|
||||
Additions from business acquisitions
|
—
|
|
|
28,130
|
|
|
—
|
|
|
28,130
|
|
||||
Impairment
|
—
|
|
|
(146,669
|
)
|
|
—
|
|
|
(146,669
|
)
|
||||
Foreign currency translation
|
(2,727
|
)
|
|
(13,373
|
)
|
|
—
|
|
|
(16,100
|
)
|
||||
Balance, December 30, 2016
|
$
|
150,556
|
|
|
$
|
96,561
|
|
|
$
|
12,732
|
|
|
$
|
259,849
|
|
|
Finite Life
|
|
Indefinite Life
|
|
|
||||||||||||||
|
Customer
Relationships
|
|
Patents and
Proprietary
Technology
|
|
Trademarks,
Trade Names
and Other
|
|
Trade Names
|
|
Total
|
||||||||||
As of December 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost, net of impairment
|
$
|
170,284
|
|
|
$
|
17,321
|
|
|
$
|
895
|
|
|
$
|
57,853
|
|
|
$
|
246,353
|
|
Accumulated amortization
|
(41,599
|
)
|
|
(6,088
|
)
|
|
(337
|
)
|
|
—
|
|
|
(48,024
|
)
|
|||||
Foreign currency translation
|
(13,630
|
)
|
|
(1,055
|
)
|
|
(59
|
)
|
|
(5,249
|
)
|
|
(19,993
|
)
|
|||||
Book value
|
$
|
115,055
|
|
|
$
|
10,178
|
|
|
$
|
499
|
|
|
$
|
52,604
|
|
|
$
|
178,336
|
|
Weighted average life (years)
|
13
|
|
|
10
|
|
|
4
|
|
|
N/A
|
|
|
|
As of December 25, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
197,900
|
|
|
$
|
20,400
|
|
|
$
|
495
|
|
|
$
|
69,514
|
|
|
$
|
288,309
|
|
Accumulated amortization
|
(36,852
|
)
|
|
(8,952
|
)
|
|
(132
|
)
|
|
—
|
|
|
(45,936
|
)
|
|||||
Foreign currency translation
|
(9,738
|
)
|
|
(658
|
)
|
|
(94
|
)
|
|
(3,896
|
)
|
|
(14,386
|
)
|
|||||
Book value
|
$
|
151,310
|
|
|
$
|
10,790
|
|
|
$
|
269
|
|
|
$
|
65,618
|
|
|
$
|
227,987
|
|
Weighted average life (years)
|
13
|
|
|
10
|
|
|
5
|
|
|
N/A
|
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Estimated Amortization Expense
|
$
|
13,727
|
|
|
$
|
13,426
|
|
|
$
|
13,097
|
|
|
$
|
13,043
|
|
|
$
|
13,000
|
|
|
$
|
59,439
|
|
|
2016
|
|
2015
|
||||
Cash surrender value of life insurance
|
$
|
13,785
|
|
|
$
|
12,856
|
|
Capitalized software
|
1,812
|
|
|
2,599
|
|
||
Equity method investment
|
6,366
|
|
|
6,129
|
|
||
Deposits and other
|
3,350
|
|
|
2,863
|
|
||
Total
|
$
|
25,313
|
|
|
$
|
24,447
|
|
|
2016
|
|
2015
|
||||
Accrued self-insurance retentions
|
$
|
7,105
|
|
|
$
|
6,908
|
|
Accrued warranty and service liabilities
|
8,934
|
|
|
7,870
|
|
||
Accrued trade promotions
|
6,007
|
|
|
8,522
|
|
||
Payable for employee stock purchases
|
9,328
|
|
|
8,825
|
|
||
Customer advances and deferred revenue
|
9,400
|
|
|
9,449
|
|
||
Income taxes payable
|
8,608
|
|
|
1,308
|
|
||
Other
|
22,505
|
|
|
32,208
|
|
||
Total
|
$
|
71,887
|
|
|
$
|
75,090
|
|
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
7,870
|
|
|
$
|
7,609
|
|
Charged to expense
|
7,516
|
|
|
6,812
|
|
||
Margin on parts sales reversed
|
1,796
|
|
|
1,908
|
|
||
Reductions for claims settled
|
(8,248
|
)
|
|
(8,459
|
)
|
||
Balance, end of year
|
$
|
8,934
|
|
|
$
|
7,870
|
|
|
2016
|
|
2015
|
||||
Foreign Currency Contracts
|
|
|
|
||||
Assets
|
$
|
621
|
|
|
$
|
296
|
|
Liabilities
|
(50
|
)
|
|
(189
|
)
|
||
Net Assets (Liabilities)
|
$
|
571
|
|
|
$
|
107
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Industrial
|
$
|
629,581
|
|
|
$
|
616,069
|
|
|
$
|
622,343
|
|
Process
|
266,630
|
|
|
273,631
|
|
|
223,213
|
|
|||
Contractor
|
433,082
|
|
|
396,785
|
|
|
375,574
|
|
|||
Total
|
$
|
1,329,293
|
|
|
$
|
1,286,485
|
|
|
$
|
1,221,130
|
|
Operating Earnings
|
|
|
|
|
|
||||||
Industrial
|
$
|
207,183
|
|
|
$
|
201,749
|
|
|
$
|
203,910
|
|
Process
|
35,750
|
|
|
43,833
|
|
|
47,830
|
|
|||
Contractor
|
91,837
|
|
|
86,447
|
|
|
81,892
|
|
|||
Unallocated corporate (expense)
|
(28,871
|
)
|
|
(29,904
|
)
|
|
(24,707
|
)
|
|||
Impairment
|
(192,020
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
113,879
|
|
|
$
|
302,125
|
|
|
$
|
308,925
|
|
Assets
|
|
|
|
|
|
||||||
Industrial
|
$
|
546,366
|
|
|
$
|
558,799
|
|
|
|
||
Process
|
318,444
|
|
|
481,677
|
|
|
|
||||
Contractor
|
208,016
|
|
|
205,632
|
|
|
|
||||
Unallocated corporate
|
170,283
|
|
|
145,244
|
|
|
|
||||
Total
|
$
|
1,243,109
|
|
|
$
|
1,391,352
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales (based on customer location)
|
|
|
|
|
|
||||||
United States
|
$
|
685,981
|
|
|
$
|
653,534
|
|
|
$
|
577,359
|
|
Other countries
|
643,312
|
|
|
632,951
|
|
|
643,771
|
|
|||
Total
|
$
|
1,329,293
|
|
|
$
|
1,286,485
|
|
|
$
|
1,221,130
|
|
Long-lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
151,911
|
|
|
$
|
144,571
|
|
|
|
||
Other countries
|
37,685
|
|
|
33,866
|
|
|
|
||||
Total
|
$
|
189,596
|
|
|
$
|
178,437
|
|
|
|
|
2016
|
|
2015
|
||||
Finished products and components
|
$
|
113,643
|
|
|
$
|
112,267
|
|
Products and components in various stages of completion
|
50,557
|
|
|
51,033
|
|
||
Raw materials and purchased components
|
84,631
|
|
|
82,894
|
|
||
Subtotal
|
248,831
|
|
|
246,194
|
|
||
Reduction to LIFO cost
|
(47,222
|
)
|
|
(44,058
|
)
|
||
Total
|
$
|
201,609
|
|
|
$
|
202,136
|
|
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
23,253
|
|
|
$
|
20,638
|
|
Buildings and improvements
|
132,343
|
|
|
127,968
|
|
||
Manufacturing equipment
|
286,742
|
|
|
254,409
|
|
||
Office, warehouse and automotive equipment
|
37,940
|
|
|
38,549
|
|
||
Additions in progress
|
9,364
|
|
|
19,609
|
|
||
Total property, plant and equipment
|
489,642
|
|
|
461,173
|
|
||
Accumulated depreciation
|
(300,046
|
)
|
|
(282,736
|
)
|
||
Net property, plant and equipment
|
$
|
189,596
|
|
|
$
|
178,437
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
107,440
|
|
|
$
|
402,453
|
|
|
$
|
266,627
|
|
Foreign
|
(10,785
|
)
|
|
72,260
|
|
|
48,446
|
|
|||
Total
|
$
|
96,655
|
|
|
$
|
474,713
|
|
|
$
|
315,073
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Domestic
|
|
|
|
|
|
||||||
Federal
|
$
|
67,126
|
|
|
$
|
117,883
|
|
|
$
|
73,584
|
|
State and local
|
4,868
|
|
|
4,576
|
|
|
2,775
|
|
|||
Foreign
|
18,195
|
|
|
18,115
|
|
|
12,263
|
|
|||
|
90,189
|
|
|
140,574
|
|
|
88,622
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Domestic
|
(27,509
|
)
|
|
(10,175
|
)
|
|
2,497
|
|
|||
Foreign
|
(6,699
|
)
|
|
(1,399
|
)
|
|
(1,619
|
)
|
|||
|
(34,208
|
)
|
|
(11,574
|
)
|
|
878
|
|
|||
Total
|
$
|
55,981
|
|
|
$
|
129,000
|
|
|
$
|
89,500
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Tax effect of international operations
|
4
|
|
|
(3
|
)
|
|
(1
|
)
|
State taxes, net of federal effect
|
1
|
|
|
1
|
|
|
1
|
|
U.S. general business tax credits
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
Domestic production deduction
|
(7
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Impairment
|
28
|
|
|
—
|
|
|
—
|
|
Dividends from Liquid Finishing
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Effective tax rate
|
58
|
%
|
|
27
|
%
|
|
28
|
%
|
|
2016
|
|
2015
|
||||
Inventory valuations
|
$
|
9,845
|
|
|
$
|
8,455
|
|
Self-insurance retention accruals
|
1,836
|
|
|
1,918
|
|
||
Warranty reserves
|
2,390
|
|
|
2,191
|
|
||
Vacation accruals
|
3,343
|
|
|
3,055
|
|
||
Bad debt reserves
|
3,824
|
|
|
3,268
|
|
||
Excess of tax over book depreciation and amortization
|
(31,849
|
)
|
|
(52,667
|
)
|
||
Pension liability
|
43,924
|
|
|
35,916
|
|
||
Postretirement medical
|
6,856
|
|
|
6,882
|
|
||
Acquisition costs
|
1,052
|
|
|
3,378
|
|
||
Stock compensation
|
24,521
|
|
|
20,817
|
|
||
Deferred compensation
|
1,495
|
|
|
1,372
|
|
||
Other
|
1,744
|
|
|
88
|
|
||
Net deferred tax assets
|
$
|
68,981
|
|
|
$
|
34,673
|
|
|
Average Interest Rate
|
|
|
|
|
|
|
||||
|
December 30, 2016
|
|
Maturity
|
|
2016
|
|
2015
|
||||
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
|
1.77%
|
|
December 2021
|
|
5,685
|
|
|
92,695
|
|
||
Notes payable to banks
|
0.68%
|
|
2017
|
|
8,913
|
|
|
15,901
|
|
||
Total debt, including current portion
|
|
|
|
|
$
|
314,598
|
|
|
$
|
408,596
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Maturities of debt
|
$
|
8,913
|
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
75,000
|
|
|
$
|
5,685
|
|
|
$
|
150,000
|
|
|
Pension and
Postretirement
Medical
|
|
Cumulative
Translation
Adjustment
|
|
Total
|
||||||
Balance, December 27, 2013
|
$
|
(50,132
|
)
|
|
$
|
3,783
|
|
|
$
|
(46,349
|
)
|
Other comprehensive income (loss) before reclassifications
|
(29,563
|
)
|
|
(27,935
|
)
|
|
(57,498
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
3,111
|
|
|
—
|
|
|
3,111
|
|
|||
Balance, December 26, 2014
|
(76,584
|
)
|
|
(24,152
|
)
|
|
(100,736
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
641
|
|
|
(10,423
|
)
|
|
(9,782
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
6,021
|
|
|
—
|
|
|
6,021
|
|
|||
Balance, December 25, 2015
|
(69,922
|
)
|
|
(34,575
|
)
|
|
(104,497
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(12,169
|
)
|
|
(31,227
|
)
|
|
(43,396
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
5,665
|
|
|
—
|
|
|
5,665
|
|
|||
Balance, December 30, 2016
|
$
|
(76,426
|
)
|
|
$
|
(65,802
|
)
|
|
$
|
(142,228
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of products sold
|
$
|
3,379
|
|
|
$
|
3,370
|
|
|
$
|
1,701
|
|
Product development
|
1,334
|
|
|
1,352
|
|
|
714
|
|
|||
Selling, marketing and distribution
|
3,033
|
|
|
3,109
|
|
|
1,371
|
|
|||
General and administrative
|
1,586
|
|
|
1,543
|
|
|
820
|
|
|||
Total before tax
|
$
|
9,332
|
|
|
$
|
9,374
|
|
|
$
|
4,606
|
|
Income tax (benefit)
|
(3,667
|
)
|
|
(3,353
|
)
|
|
(1,495
|
)
|
|||
Total after tax
|
$
|
5,665
|
|
|
$
|
6,021
|
|
|
$
|
3,111
|
|
|
Option
Shares
|
|
Weighted Average
Exercise Price
|
|
Options
Exercisable
|
|
Weighted Average
Exercise Price
|
||||||
Outstanding, December 27, 2013
|
5,149
|
|
|
$
|
41.03
|
|
|
3,311
|
|
|
$
|
33.20
|
|
Granted
|
475
|
|
|
74.62
|
|
|
|
|
|
||||
Exercised
|
(607
|
)
|
|
35.73
|
|
|
|
|
|
||||
Canceled
|
(42
|
)
|
|
61.35
|
|
|
|
|
|
||||
Outstanding, December 26, 2014
|
4,975
|
|
|
44.72
|
|
|
3,318
|
|
|
34.86
|
|
||
Granted
|
543
|
|
|
74.19
|
|
|
|
|
|
||||
Exercised
|
(328
|
)
|
|
37.28
|
|
|
|
|
|
||||
Canceled
|
(25
|
)
|
|
72.01
|
|
|
|
|
|
||||
Outstanding, December 25, 2015
|
5,165
|
|
|
48.16
|
|
|
3,583
|
|
|
38.49
|
|
||
Granted
|
1,161
|
|
|
76.58
|
|
|
|
|
|
||||
Exercised
|
(762
|
)
|
|
38.99
|
|
|
|
|
|
||||
Canceled
|
(29
|
)
|
|
70.09
|
|
|
|
|
|
||||
Outstanding, December 30, 2016
|
5,535
|
|
|
$
|
55.26
|
|
|
3,672
|
|
|
$
|
45.40
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Prices
|
|
Options
Outstanding
|
|
Weighted Average
Remaining
Contractual Term
in Years
|
|
Weighted Average
Exercise Price
|
|
Options
Exercisable
|
|
Weighted Average
Exercise Price
|
||||||
$16 - $30
|
|
1,109
|
|
|
2.6
|
|
$
|
23.81
|
|
|
1,109
|
|
|
$
|
23.81
|
|
$30 - $45
|
|
902
|
|
|
2.7
|
|
39.51
|
|
|
902
|
|
|
39.51
|
|
||
$45 - $60
|
|
1,056
|
|
|
5.6
|
|
54.18
|
|
|
933
|
|
|
53.57
|
|
||
$60 - $75
|
|
1,620
|
|
|
8.3
|
|
73.27
|
|
|
398
|
|
|
74.44
|
|
||
$75 - $84
|
|
848
|
|
|
8.7
|
|
80.12
|
|
|
330
|
|
|
75.89
|
|
||
$16 - $84
|
|
5,535
|
|
|
5.8
|
|
$
|
55.26
|
|
|
3,672
|
|
|
$
|
45.40
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash received
|
$
|
21,142
|
|
|
$
|
7,720
|
|
|
$
|
20,343
|
|
Aggregate intrinsic value
|
30,247
|
|
|
11,851
|
|
|
25,284
|
|
|||
Tax benefit realized
|
9,900
|
|
|
3,600
|
|
|
8,200
|
|
|
Total Shares
Authorized
|
|
Available for Future
Issuance as of December 30, 2016 |
||
Stock Incentive Plan (2015)
|
3,500
|
|
|
2,284
|
|
Employee Stock Purchase Plan (2006)
|
7,000
|
|
|
4,758
|
|
Total
|
10,500
|
|
|
7,042
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Share-based compensation
|
$
|
21,134
|
|
|
$
|
19,224
|
|
|
$
|
17,248
|
|
Tax benefit
|
6,100
|
|
|
5,400
|
|
|
4,400
|
|
|||
Share-based compensation, net of tax
|
$
|
15,034
|
|
|
$
|
13,824
|
|
|
$
|
12,848
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected life in years
|
6.2
|
|
|
6.5
|
|
|
6.5
|
|
|||
Interest rate
|
1.6
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
|||
Volatility
|
27.5
|
%
|
|
35.0
|
%
|
|
36.1
|
%
|
|||
Dividend yield
|
1.7
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
|||
Weighted average fair value per share
|
$
|
17.89
|
|
|
$
|
23.18
|
|
|
$
|
24.83
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected life in years
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|||
Interest rate
|
0.7
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|||
Volatility
|
24.6
|
%
|
|
18.9
|
%
|
|
21.4
|
%
|
|||
Dividend yield
|
1.7
|
%
|
|
1.6
|
%
|
|
1.4
|
%
|
|||
Weighted average fair value per share
|
$
|
19.14
|
|
|
$
|
16.51
|
|
|
$
|
17.81
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings available to common shareholders
|
$
|
40,674
|
|
|
$
|
345,713
|
|
|
$
|
225,573
|
|
Weighted average shares outstanding for basic earnings per share
|
55,617
|
|
|
57,610
|
|
|
60,148
|
|
|||
Dilutive effect of stock options computed based on the treasury stock method using the average market price
|
1,343
|
|
|
1,397
|
|
|
1,597
|
|
|||
Weighted average shares outstanding for diluted earnings per share
|
56,960
|
|
|
59,007
|
|
|
61,745
|
|
|||
Basic earnings per share
|
$
|
0.73
|
|
|
$
|
6.00
|
|
|
$
|
3.75
|
|
Diluted earnings per share
|
$
|
0.71
|
|
|
$
|
5.86
|
|
|
$
|
3.65
|
|
|
Level
|
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
1
|
|
$
|
698
|
|
|
$
|
6,578
|
|
Insurance contract
|
3
|
|
24,287
|
|
|
28,080
|
|
||
Investments categorized in fair value hierarchy
|
|
|
24,985
|
|
|
34,658
|
|
||
Equity
|
|
|
|
|
|
||||
U.S. Large Cap
|
N/A
|
|
58,236
|
|
|
77,811
|
|
||
U.S. Small/Mid Cap
|
N/A
|
|
10,009
|
|
|
12,759
|
|
||
International
|
N/A
|
|
40,404
|
|
|
49,952
|
|
||
Total Equity
|
|
|
108,649
|
|
|
140,522
|
|
||
Fixed income
|
N/A
|
|
78,209
|
|
|
42,251
|
|
||
Real estate and other
|
N/A
|
|
44,062
|
|
|
50,827
|
|
||
Investments measured at net asset value
|
|
|
230,920
|
|
|
233,600
|
|
||
Total
|
|
|
$
|
255,905
|
|
|
$
|
268,258
|
|
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
28,080
|
|
|
$
|
28,899
|
|
Purchases
|
1,928
|
|
|
1,929
|
|
||
Redemptions
|
(5,267
|
)
|
|
(3,233
|
)
|
||
Unrealized gains (losses)
|
(454
|
)
|
|
485
|
|
||
Balance, end of year
|
$
|
24,287
|
|
|
$
|
28,080
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Obligation, beginning of year
|
$
|
380,672
|
|
|
$
|
389,692
|
|
|
$
|
23,211
|
|
|
$
|
22,764
|
|
Service cost
|
7,834
|
|
|
8,406
|
|
|
543
|
|
|
542
|
|
||||
Interest cost
|
15,684
|
|
|
14,790
|
|
|
1,084
|
|
|
954
|
|
||||
Actuarial loss (gain)
|
11,012
|
|
|
(15,465
|
)
|
|
2,840
|
|
|
14
|
|
||||
Plan changes
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(20,147
|
)
|
|
(12,505
|
)
|
|
(1,102
|
)
|
|
(1,063
|
)
|
||||
Settlements
|
(6,817
|
)
|
|
(2,684
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate changes
|
(1,865
|
)
|
|
(1,383
|
)
|
|
—
|
|
|
—
|
|
||||
Obligation, end of year
|
$
|
386,373
|
|
|
$
|
380,672
|
|
|
$
|
26,576
|
|
|
$
|
23,211
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value, beginning of year
|
$
|
268,258
|
|
|
$
|
277,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on assets
|
11,397
|
|
|
4,311
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
4,117
|
|
|
1,979
|
|
|
1,102
|
|
|
1,063
|
|
||||
Benefit payments
|
(20,147
|
)
|
|
(12,505
|
)
|
|
(1,102
|
)
|
|
(1,063
|
)
|
||||
Settlements
|
(6,817
|
)
|
|
(2,684
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate changes
|
(903
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value, end of year
|
$
|
255,905
|
|
|
$
|
268,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
$
|
(130,468
|
)
|
|
$
|
(112,414
|
)
|
|
$
|
(26,576
|
)
|
|
$
|
(23,211
|
)
|
Amounts recognized in consolidated balance sheets
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
1,030
|
|
|
$
|
1,166
|
|
|
$
|
1,387
|
|
|
$
|
1,282
|
|
Non-current liabilities
|
129,438
|
|
|
111,248
|
|
|
25,189
|
|
|
21,929
|
|
||||
Total liabilities
|
$
|
130,468
|
|
|
$
|
112,414
|
|
|
$
|
26,576
|
|
|
$
|
23,211
|
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
386,373
|
|
|
$
|
380,672
|
|
Accumulated benefit obligation
|
359,854
|
|
|
354,918
|
|
||
Fair value of plan assets
|
255,905
|
|
|
268,258
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost-benefits earned during the period
|
$
|
7,834
|
|
|
$
|
8,406
|
|
|
$
|
6,846
|
|
|
$
|
543
|
|
|
$
|
542
|
|
|
$
|
486
|
|
Interest cost on projected benefit obligation
|
15,684
|
|
|
14,790
|
|
|
15,944
|
|
|
1,084
|
|
|
954
|
|
|
981
|
|
||||||
Expected return on assets
|
(18,009
|
)
|
|
(19,442
|
)
|
|
(21,253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
269
|
|
|
268
|
|
|
320
|
|
|
(766
|
)
|
|
(676
|
)
|
|
(658
|
)
|
||||||
Amortization of net loss (gain)
|
7,980
|
|
|
9,036
|
|
|
4,929
|
|
|
285
|
|
|
323
|
|
|
15
|
|
||||||
Settlement loss (gain)
|
1,565
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cost of pension plans which are not significant and have not adopted ASC 715
|
85
|
|
|
79
|
|
|
80
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Net periodic benefit cost
|
$
|
15,408
|
|
|
$
|
13,560
|
|
|
$
|
6,866
|
|
|
$
|
1,146
|
|
|
$
|
1,143
|
|
|
$
|
824
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss (gain) arising during the period
|
$
|
17,208
|
|
|
$
|
(833
|
)
|
|
$
|
2,840
|
|
|
$
|
14
|
|
Prior service cost (credit) arising during the period
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net gain (loss)
|
(7,980
|
)
|
|
(9,036
|
)
|
|
(285
|
)
|
|
(323
|
)
|
||||
Settlement gain (loss)
|
(1,565
|
)
|
|
(423
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit (cost)
|
(269
|
)
|
|
(268
|
)
|
|
766
|
|
|
676
|
|
||||
Total
|
$
|
7,394
|
|
|
$
|
(10,739
|
)
|
|
$
|
3,321
|
|
|
$
|
367
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Prior service cost (credit)
|
$
|
1,920
|
|
|
$
|
2,232
|
|
|
$
|
(344
|
)
|
|
$
|
(1,110
|
)
|
Net loss
|
108,689
|
|
|
100,985
|
|
|
6,593
|
|
|
4,038
|
|
||||
Net before income taxes
|
110,609
|
|
|
103,217
|
|
|
6,249
|
|
|
2,928
|
|
||||
Income taxes
|
(38,182
|
)
|
|
(35,169
|
)
|
|
(2,250
|
)
|
|
(1,054
|
)
|
||||
Net
|
$
|
72,427
|
|
|
$
|
68,048
|
|
|
$
|
3,999
|
|
|
$
|
1,874
|
|
|
Pension
Benefits
|
|
Postretirement
Medical Benefits
|
||||
Prior service cost (credit)
|
$
|
245
|
|
|
$
|
(344
|
)
|
Net loss (gain)
|
8,803
|
|
|
543
|
|
||
Net before income taxes
|
9,048
|
|
|
199
|
|
||
Income taxes
|
(3,257
|
)
|
|
(72
|
)
|
||
Net
|
$
|
5,791
|
|
|
$
|
127
|
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||
Weighted average assumptions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
U.S. Plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.5
|
%
|
|
4.7
|
%
|
|
4.5
|
%
|
|
4.7
|
%
|
Rate of compensation increase
|
|
2.8
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
0.9
|
%
|
|
1.1
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
1.0
|
%
|
|
1.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||||
Weighted average assumptions
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.7
|
%
|
|
4.2
|
%
|
|
5.0
|
%
|
|
4.7
|
%
|
|
4.2
|
%
|
|
5.0
|
%
|
Rate of compensation increase
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on assets
|
|
7.5
|
%
|
|
7.8
|
%
|
|
8.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
1.1
|
%
|
|
1.4
|
%
|
|
2.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
1.3
|
%
|
|
1.3
|
%
|
|
1.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on assets
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension
Benefits
|
|
Postretirement
Medical Benefits
|
||||
2017
|
$
|
15,968
|
|
|
$
|
1,387
|
|
2018
|
16,804
|
|
|
1,486
|
|
||
2019
|
17,376
|
|
|
1,580
|
|
||
2020
|
18,907
|
|
|
1,694
|
|
||
2021
|
19,564
|
|
|
1,748
|
|
||
Years 2022-2026
|
112,333
|
|
|
9,369
|
|
|
Buildings
|
|
Vehicles &
Equipment
|
|
Total
|
||||||
2017
|
$
|
4,799
|
|
|
$
|
2,521
|
|
|
$
|
7,320
|
|
2018
|
4,373
|
|
|
1,814
|
|
|
6,187
|
|
|||
2019
|
3,936
|
|
|
1,280
|
|
|
5,216
|
|
|||
2020
|
3,417
|
|
|
736
|
|
|
4,153
|
|
|||
2021
|
2,025
|
|
|
550
|
|
|
2,575
|
|
|||
Thereafter
|
5,128
|
|
|
499
|
|
|
5,627
|
|
|||
Total
|
$
|
23,678
|
|
|
$
|
7,400
|
|
|
$
|
31,078
|
|
Cash and cash equivalents
|
$
|
1,904
|
|
Accounts receivable
|
4,714
|
|
|
Inventories
|
7,605
|
|
|
Other current assets
|
69
|
|
|
Property, plant and equipment
|
1,962
|
|
|
Deferred income taxes
|
1,840
|
|
|
Identifiable intangible assets
|
60,100
|
|
|
Goodwill
|
86,149
|
|
|
Total assets acquired
|
164,343
|
|
|
Liabilities assumed
|
(3,414
|
)
|
|
Net assets acquired
|
$
|
160,929
|
|
|
|
|
Estimated
Life (years)
|
||
Customer relationships
|
$
|
47,100
|
|
|
12
|
Trade names
|
13,000
|
|
|
Indefinite
|
|
Total identifiable intangible assets
|
$
|
60,100
|
|
|
|
Cash and cash equivalents
|
$
|
1,929
|
|
Accounts receivable
|
9,821
|
|
|
Inventories
|
9,196
|
|
|
Other current assets
|
343
|
|
|
Property, plant and equipment
|
1,047
|
|
|
Other non-current assets
|
225
|
|
|
Identifiable intangible assets
|
30,348
|
|
|
Goodwill
|
77,545
|
|
|
Total assets acquired
|
130,454
|
|
|
Current liabilities assumed
|
(3,214
|
)
|
|
Deferred income taxes
|
(6,266
|
)
|
|
Net assets acquired
|
$
|
120,974
|
|
|
|
|
Estimated
Life (years)
|
||
Customer relationships
|
$
|
22,883
|
|
|
10
|
Trade names
|
7,465
|
|
|
Indefinite
|
|
Total identifiable intangible assets
|
$
|
30,348
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
304,912
|
|
|
$
|
348,126
|
|
|
$
|
327,192
|
|
|
$
|
349,063
|
|
|
Gross Profit
|
161,796
|
|
|
185,141
|
|
|
176,598
|
|
|
184,704
|
|
|
||||
Net Earnings (Loss)
|
39,552
|
|
|
50,947
|
|
|
54,388
|
|
|
(104,213
|
)
|
(1)
|
||||
Basic Net Earnings (Loss) per Common Share
|
$
|
0.71
|
|
|
$
|
0.92
|
|
|
$
|
0.98
|
|
|
$
|
(1.87
|
)
|
(1)
|
Diluted Net Earnings (Loss) per Common Share
|
0.70
|
|
|
0.89
|
|
|
0.95
|
|
|
(1.83
|
)
|
(1)
|
||||
Cash Dividends Declared per Common Share
|
0.33
|
|
|
0.33
|
|
|
0.33
|
|
|
0.36
|
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
306,453
|
|
|
$
|
335,489
|
|
|
$
|
318,986
|
|
|
$
|
325,557
|
|
|
Gross Profit
|
162,129
|
|
|
180,623
|
|
|
170,196
|
|
|
171,752
|
|
|
||||
Net Earnings
|
68,841
|
|
|
172,637
|
|
(2)
|
50,691
|
|
|
53,544
|
|
|
||||
Basic Net Earnings per Common Share
|
$
|
1.17
|
|
|
$
|
2.96
|
|
(2)
|
$
|
0.88
|
|
|
$
|
0.96
|
|
|
Diluted Net Earnings per Common Share
|
1.14
|
|
|
2.90
|
|
(2)
|
0.86
|
|
|
0.94
|
|
|
||||
Cash Dividends Declared per Common Share
|
0.30
|
|
|
0.30
|
|
|
0.30
|
|
|
0.33
|
|
|
(1)
|
Net earnings (loss) in the fourth quarter of 2016 included $161 million of after tax loss from non-cash impairment charges in the Company’s ONG reporting unit within the Process Segment.
|
(2)
|
Net earnings in the second quarter of 2015 included $141 million of after-tax dividends and gain on the sale of the Liquid Finishing business assets held separately from the Company’s other businesses.
|
(a)
|
The following documents are filed as part of this report:
|
|
|
Page
|
(1)
|
||
|
|
|
(2)
|
Financial Statement Schedule
|
|
|
||
|
|
|
|
All other schedules are omitted because they are not applicable, or are not required, or because the required information is included in the Consolidated Financial Statements or Notes thereto.
|
|
|
|
|
(3)
|
||
|
Those entries marked by an asterisk are Management Contracts, Compensatory Plans or Arrangements.
|
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions
from
reserves
(1)
|
|
Other
add
(deduct)
(2)
|
|
Balance
at end
of year
|
||||||||||
Year Ended December 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,000
|
|
|
$
|
1,200
|
|
|
$
|
100
|
|
|
$
|
(200
|
)
|
|
$
|
3,900
|
|
Allowance for returns and credits
|
7,400
|
|
|
27,800
|
|
|
26,400
|
|
|
—
|
|
|
8,800
|
|
|||||
|
$
|
10,400
|
|
|
$
|
29,000
|
|
|
$
|
26,500
|
|
|
$
|
(200
|
)
|
|
$
|
12,700
|
|
Year Ended December 25, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,400
|
|
|
$
|
1,500
|
|
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
Allowance for returns and credits
|
5,700
|
|
|
24,600
|
|
|
23,000
|
|
|
100
|
|
|
7,400
|
|
|||||
|
$
|
8,100
|
|
|
$
|
26,100
|
|
|
$
|
23,900
|
|
|
$
|
100
|
|
|
$
|
10,400
|
|
Year Ended December 26, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1,300
|
|
|
$
|
800
|
|
|
$
|
300
|
|
|
$
|
600
|
|
|
$
|
2,400
|
|
Allowance for returns and credits
|
5,000
|
|
|
22,400
|
|
|
21,700
|
|
|
—
|
|
|
5,700
|
|
|||||
|
$
|
6,300
|
|
|
$
|
23,200
|
|
|
$
|
22,000
|
|
|
$
|
600
|
|
|
$
|
8,100
|
|
(1)
|
For doubtful accounts, represents amounts determined to be uncollectible and charged against reserve, net of collections on accounts previously charged against reserves. For returns and credits, represents amounts of credits issued and returns processed.
|
(2)
|
Includes amounts assumed or established in connection with acquisitions and effects of foreign currency translation.
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 21, 2017
|
Patrick J. McHale
|
|
|
President and Chief Executive Officer
|
|
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 21, 2017
|
Patrick J. McHale
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ C
HRISTIAN
E. R
OTHE
|
|
February 21, 2017
|
Christian E. Rothe
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ C
AROLINE
M. C
HAMBERS
|
|
February 21, 2017
|
Caroline M. Chambers
|
|
|
Vice President, Corporate Controller and Information Systems
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
Lee R. Mitau
|
|
Director, Chairman of the Board
|
William J. Carroll
|
|
Director
|
Eric P. Etchart
|
|
Director
|
Jack W. Eugster
|
|
Director
|
Jody H. Feragen
|
|
Director
|
J. Kevin Gilligan
|
|
Director
|
Patrick J. McHale
|
|
Director
|
Martha A. Morfitt
|
|
Director
|
R. William Van Sant
|
|
Director
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 21, 2017
|
Patrick J. McHale
|
|
|
(For himself and as attorney-in-fact)
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
Asset Purchase Agreement, dated April 14, 2011, by and among Graco Inc., Graco Holdings Inc., Graco Minnesota Inc., Illinois Tool Works Inc. and ITW Finishing LLC (excluding schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed April 15, 2011.) First Amendment dated April 2, 2012. (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed April 2, 2012.)
|
|
|
|
|
2.2
|
|
|
Asset Purchase Agreement, dated October 7, 2014, by and among Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., Graco Inc. and Finishing Brands Holdings Inc. (excluding schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed October 9, 2014.) First amendment dated March 6, 2015. (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed on March 9, 2015.)
|
|
|
|
|
**2.3
|
|
|
Agreement relating to the sale and purchase of the entire issued share capital of Xamol Limited to acquire Alco Valves Group, dated as of October 1, 2014 (excluding certain schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 26, 2014.)
|
|
|
|
|
2.4
|
|
|
Purchase and Sale Agreement, dated as of December 31, 2014, by and among High Pressure Equipment Holdings LLC, Wasserstein Partners III, LP, Wasserstein Partners III (Offshore), L.P., Wasserstein Partners III (Offshore), LTD, Audax Mezzanine Fund III, L.P., Audax Co-Invest III, L.P., Audax Trust Co-Invest, L.P., certain other Sellers, Wasserstein Partners III (GP), LP, Graco Fluid Handling (C) Inc. and Graco Inc. (excluding certain schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed January 6, 2015.)
|
|
|
|
|
3.1
|
|
|
Restated Articles of Incorporation as amended December 9, 2016. (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed December 9, 2016.)
|
|
|
|
|
3.2
|
|
|
Restated Bylaws as amended February 14, 2014. (Incorporated by reference to Exhibit 3.2 to the Company’s 2013 Annual Report on Form 10-K.)
|
|
|
|
|
*10.1
|
|
|
Graco Inc. Incentive Bonus Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 7, 2012.)
|
|
|
|
|
*10.2
|
|
|
Employee Stock Incentive Plan, as adopted by the Board of Directors on February 19, 1999. (Incorporated by reference to Exhibit 10.23 to the Company’s 2002 Annual Report on Form 10-K.) Amended and restated June 18, 2004. (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2005.)
|
|
|
|
|
*10.3
|
|
|
Graco Inc. Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 29, 2001.) Amended and restated June 18, 2004. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2005.)
|
|
|
|
|
*10.4
|
|
|
Graco Inc. Amended and Restated Stock Incentive Plan (2006). (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 14, 2006.)
|
|
|
|
|
*10.5
|
|
|
Graco Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2010.)
|
|
|
|
|
*10.6
|
|
|
Graco Inc. 2015 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 11, 2015.)
|
|
|
|
|
*10.7
|
|
|
Deferred Compensation Plan Restated, effective December 1, 1992. (Incorporated by reference to Exhibit 2 to the Company’s Report on Form 8-K dated March 11, 1993.) First Amendment dated September 1, 1996. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 1997.) Second Amendment dated May 27, 2000. (Incorporated by reference to Exhibit 10.7 to the Company’s 2005 Annual Report on Form 10-K.) Third Amendment adopted on December 19, 2002. (Incorporated by reference to Exhibit 10.7 to the Company’s 2005 Annual Report on Form 10-K.) Fourth Amendment adopted June 14, 2007. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 29, 2007.)
|
|
|
|
|
*10.8
|
|
|
Deferred Compensation Plan (2005 Statement) as amended and restated on April 4, 2005. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2005.) Second Amendment dated November 1, 2005. (Incorporated by reference to Exhibit 10.8 to the Company’s 2005 Annual Report on Form 10-K.) Third Amendment adopted on December 29, 2008. (Incorporated by reference to Exhibit 10.8 to the Company’s 2008 Annual Report on Form 10-K.) Second Amendment dated October 25, 2012. (Incorporated by reference to Exhibit 10.9 to the Company’s 2012 Annual Report on Form 10-K.)
|
|
|
|
*10.9
|
|
|
Graco Restoration Plan (2005 Statement). (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 29, 2006.) First Amendment adopted December 8, 2006. (Incorporated by reference to Exhibit 10.12 to the Company’s 2006 Annual Report on Form 10-K.) Second Amendment adopted August 15, 2007. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 28, 2007.) Third Amendment adopted March 27, 2008. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008.) Fourth Amendment adopted December 29, 2008. (Incorporated by reference to Exhibit 10.11 to the Company’s 2008 Annual Report on Form 10-K.) Fifth Amendment adopted September 16, 2010. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 24, 2010.)
|
|
|
|
|
*10.10
|
|
|
Graco Inc. Retirement Plan for Nonemployee Directors. (Incorporated by reference to Attachment C to Item 5 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 29, 1991.) First Amendment adopted on December 29, 2008. (Incorporated by reference to Exhibit 10.10 to the Company’s 2008 Annual Report on Form 10-K.)
|
|
|
|
|
*10.11
|
|
|
Form of Amendment to Executive Officer and Non-Employee Director Stock Options to Permit Net Exercises, as adopted by the Board of Directors February 17, 2012. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
|
|
|
|
|
*10.12
|
|
|
Stock Option Agreement. Form of agreement for award of nonstatutory stock options to nonemployee directors under the Graco Inc. Stock Incentive Plan in 2005 and 2006. (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 26, 2004.)
|
|
|
|
|
*10.13
|
|
|
Stock Option Agreement. Form of agreement used for award of nonstatutory stock options to nonemployee directors under the Graco Inc. Amended and Restated Stock Incentive Plan (2006). (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 29, 2007.) Amended form of agreement for awards made to nonemployee directors in 2008. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 2008.) Amended and restated form of agreement for awards made to nonemployee directors in 2009. (Incorporated by reference to Exhibit 10.14 to the Company’s 2009 Annual Report on Form 10-K/A.)
|
|
|
|
|
*10.14
|
|
|
Stock Option Agreement. Form of agreement used for award of nonstatutory stock options to nonemployee directors under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.16 to the Company’s 2010 Annual Report on Form 10-K.) Amended form of agreement for awards made to nonemployee directors commencing in 2012 (and subsequently used for awards made to nonemployee directors under the Graco Inc. 2015 Stock Incentive Plan in 2015). (Incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
|
|
|
|
|
*10.15
|
|
|
Stock Option Agreement. Form of agreement for award of non-incentive stock options to executive officers under the Graco Inc. Stock Incentive Plan in 2005 and 2006. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 26, 2004.)
|
|
|
|
|
*10.16
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. Amended and Restated Stock Incentive Plan (2006) in 2007. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2007.) Amended form of agreement for awards made to executive officers in 2008, 2009 and 2010. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008.)
|
|
|
|
|
*10.17
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. Amended and Restated Stock Incentive Plan (2006) in 2007. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2007.) Amended form of agreement for awards made to Chief Executive Officer in 2008, 2009 and 2010. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008.)
|
|
|
|
|
*10.18
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement for awards made to executive officers commencing in 2012. (Incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
|
|
|
|
|
*10.19
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement for awards made to Chief Executive Officer commencing in 2012. (Incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
|
|
|
|
|
*10.20
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2015 Stock Incentive Plan in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.)
|
|
|
|
|
*10.21
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2015 Stock Incentive Plan in 2016. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.)
|
|
|
|
*10.22
|
|
|
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2015 Stock Incentive Plan in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.)
|
|
|
|
|
*10.23
|
|
|
Nonemployee Director Stock and Deferred Stock Program. (Incorporated by reference to Exhibit 10.22 to the Company’s 2009 Annual Report on Form 10-K/A.)
|
|
|
|
|
*10.24
|
|
|
Key Employee Agreement. Form of agreement used with Chief Executive Officer. (Incorporated by reference to Exhibit 10.24 to the Company’s 2007 Annual Report on Form 10-K.)
|
|
|
|
|
*10.25
|
|
|
Key Employee Agreement. Form of agreement used with executive officers other than the Chief Executive Officer. (Incorporated by reference to Exhibit 10.25 to the Company’s 2007 Annual Report on Form 10-K.)
|
|
|
|
|
*10.26
|
|
|
Executive Group Long-Term Disability Policy as revised in 1995. (Incorporated by reference to Exhibit 10.23 to the Company’s 2004 Annual Report on Form 10-K.) Enhanced by Supplemental Income Protection Plan in 2004. (Incorporated by reference to Exhibit 10.28 to the Company’s 2007 Annual Report on Form 10-K.)
|
|
|
|
|
10.27
|
|
|
Omnibus Amendment, dated June 26, 2014, amending and restating the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed July 1, 2014.) Third Amendment to Credit Agreement, dated December 15, 2016, amending the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Company’s Report 8-K filed December 20, 2016.)
|
|
|
|
|
10.28
|
|
|
Note Agreement, dated March 11, 2011, between Graco Inc. and the Purchasers listed on the Purchaser Schedule attached thereto, which includes as exhibits the form of Senior Notes. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 16, 2011.) Amendment No. 1 dated May 23, 2011. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2011.) Amendment and Restatement No. 1 to Note Agreement dated as of March 27, 2012. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed April 2, 2012.) Amendment No. 2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q filed July 23, 2014.) Amendment No. 3 dated as of December 15, 2016 to Note Agreement dated as of March 11, 2011.
|
|
|
|
|
10.29
|
|
|
Agreement between Graco Inc., Illinois Tool Works Inc., and ITW Finishing LLC, as the Respondents, and Counsel for the Federal Trade Commission. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 27, 2012.)
|
|
|
|
|
10.30
|
|
|
Agreement Containing Consent Orders, by and between Graco Inc., Illinois Tool Works Inc., and ITW Finishing LLC, as the Respondents, and Counsel for the Federal Trade Commission. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 6, 2012.)
|
|
|
|
|
10.31
|
|
|
Decision and Order by the U.S. Federal Trade Commission in the matter of Graco Inc., Illinois Tool Works Inc. and ITW Finishing LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed October 8, 2014.)
|
|
|
|
|
11
|
|
|
Statement of Computation of Earnings per share included in Note I on page
47
|
|
|
|
|
21
|
|
|
Subsidiaries of the Company
|
|
|
|
|
23
|
|
|
Independent Registered Public Accounting Firm’s Consent
|
|
|
|
|
24
|
|
|
Power of Attorney
|
|
|
|
|
31.1
|
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
32
|
|
|
Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Title 18, U.S.C.
|
|
|
|
|
101
|
|
|
Interactive Data File
|
Subsidiary
|
Jurisdiction
|
Number of Shares
|
Percentage Owned
|
Material Subsidiary?
|
Alco Valves Group Limited
|
United Kingdom
|
503,970
|
100% by Graco Limited
|
|
Alco Valves Inc.
|
Canada
|
100
|
100% by Alco Valves Group Limited
|
|
Alco Valves Singapore PTE Limited
|
Singapore
|
2
|
100% by Alco Valves Group Limited
|
|
Alco Valves (US), Inc.
|
United States
|
2001
|
50.02498750624688% by Alco Valves Group Limited
49.97501249375312% by Alco Valves Inc.
|
|
Ecoquip Inc.
|
Virginia
|
100
|
100% by the Company
|
|
Gema Europe s.r.l.
|
Italy
|
1
|
100% owned by Graco BVBA
|
|
Gema México Powder Finishing S. de R.L. de C.V.
|
Mexico
|
13,103,000
|
99.9999923682% by Gema USA Inc.
0.0000076318% by the Company
|
|
Gema (Shanghai) Co., Ltd.
|
P.R. China
|
N/A**
|
100% by Graco BVBA
|
|
Gema Switzerland GmbH
|
Switzerland
|
1
|
100% owned by Graco BVBA
|
|
Gema USA Inc.
|
Minnesota
|
100
|
100% by the Company
|
Yes
|
Geotechnical Instruments (U.K.) Limited
|
United Kingdom
|
100,000
|
100% by Landtec Europe Limited
|
|
GFEC Free Zone Uruguay S.A.
|
Uruguay
|
10,800
|
100% owned by Graco Global Holdings S.à r.l.
|
|
GFEC Uruguay S.A.
|
Uruguay
|
250,000
|
100% owned by Graco Global Holdings S.à r.l.
|
|
GG Manufacturing s.r.l.
|
Romania
|
10,000
|
99.99% by Gema Switzerland GmbH
0.01% by Gema Europe s.r.l.
|
|
Graco Australia Pty Ltd.
|
Australia
|
248
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco BVBA
|
Belguim
|
1,798,170
|
99.99994438790548% by Graco International Holdings S.à r.l.
0.00005561209452 % by Graco Global Holdings S.à r.l.
|
|
Graco Canada Inc.
|
Canada
|
10,000
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco Chile SpA
|
Chile
|
100
|
100% by the Company
|
|
Graco Colombia S.A.S.
|
Colombia
|
20,000
|
100% by the Company
|
|
Graco Distribution BVBA
|
Belgium
|
100
|
100% by Graco BVBA
|
|
Graco do Brasil Ltda.
|
Brazil
|
26,006,536
|
99.9999961548% by Graco Global Holdings S.à r.l.
0.0000038452% by Graco International Holdings S.à r.l.
|
|
Graco Fluid Equipment (Shanghai) Co., Ltd.
|
People’s Republic of China
|
N/A**
|
100% by the Company
|
|
Graco Fluid Equipment (Suzhou) Co., Ltd.
|
People’s Republic of China
|
N/A**
|
100% by Graco Minnesota Inc.
|
|
Graco Fluid Handling (A) Inc.
|
Minnesota
|
100
|
100% by the Company
|
Yes
|
Graco Fluid Handling (B) Inc.
|
Minnesota
|
100
|
100% by the Company
|
|
Graco Fluid Handling (D) Inc.
|
Minnesota
|
100
|
100% by the Company
|
|
Graco Global Holdings S.à r.l.
|
Luxembourg
|
20,000
|
100% by Graco Luxembourg III Holdings S.à r.l.
|
|
Graco GmbH
|
Germany
|
500,000
|
100% owned by Graco BVBA
|
|
Graco High Pressure Equipment Inc.
|
Minnesota
|
100
|
100% by the Company
|
Yes
|
Graco Hong Kong Ltd.
|
People’s Republic of China (Special Adm Region)
|
2,000
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco India Private Limited
|
India
|
1,635,500
|
99.99993885661877% by Graco Hong Kong
.006114338123 by Graco Fluid Handling (A) Inc.
|
|
Graco International Holding S.à r.l.
|
Luxembourg
|
17,300
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco K.K.
|
Japan
|
660,000
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco Korea Inc.
|
Korea
|
125,500
|
100% owned by Graco Global Holdings S.à r.l.
|
|
Graco Limited
|
United Kingdom
|
100,001
|
100% owned by Graco BVBA
|
|
Graco Luxembourg III Holdings
S.à r.l.
|
Luxembourg
|
20,000
|
100% owned by the Company
|
Yes
|
Graco Minnesota Inc.
|
Minnesota
|
100
|
100% by the Company
|
Yes
|
Graco Ohio Inc.
|
Ohio
|
95 Class A
9,405 Class B
|
100% by the Company
|
Yes
|
Graco S.A.S.
|
France
|
24,499
|
100% by Graco BVBA
|
|
Graco Trading (Suzhou) Co., Ltd.
|
People’s Republic of China
|
N/A**
|
100% by Graco Minnesota Inc.
|
|
Gusmer Sudamerica S.A.
|
Argentina
|
12,000*
|
100% by the Company
*
|
|
Holdings Indemnity Inc.
|
Utah
|
100
|
100% by the Company
|
|
Landtec Europe Limited
|
United Kingdom
|
456,007
|
100% by Gema Switzerland GmbH
|
|
Landtec North America, Inc.
|
United Kingdom
|
1,000
|
100% by Q.E.D. Environmental Systems, Inc.
|
Yes
|
MULTIMAQ - Pistolas e Equipamentos para Pintura Ltda
|
Brazil
|
1,425,773
|
99.99985972521573% by Graco do Brasil Ltda.
0.01402748427% by the Company
|
|
Q.E.D. Environmental Systems, Inc.
|
Michigan
|
500
|
100% by the Company
|
Yes
|
Staffordshire Hydraulic Services Limited
|
United Kingdom
|
100
|
100% by Graco High Pressure Equipment Inc.
|
|
Subsidiary
|
Jurisdiction
of Organization
|
Ownership
Type
1
|
Percent
Owned
|
Alco Components Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Hi-Tek Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Process Valves Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Sub-Tek Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Valves Group Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Valves Inc.
|
Canada
|
Indirect
|
100%
|
Alco Valves Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Valves Singapore PTE Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Valves (US), Inc.
|
Texas, USA
|
Indirect
|
100%
|
Ecoquip Inc.
|
Virginia, USA
|
Direct
|
100%
|
Gema Europe s.r.l.
|
Italy
|
Indirect
|
100%
|
Gema México Powder Finishing, S. de R.L. de C.V.
|
Mexico
|
Direct & Indirect
|
100%
|
Gema (Shanghai) Co., Ltd.
|
P.R. China
|
Indirect
|
100%
|
Gema Switzerland GmbH
|
Switzerland
|
Indirect
|
100%
|
Gema USA Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Geotechnical Instruments (U.K.) Limited
|
England and Wales, UK
|
Indirect
|
100%
|
GFEC Free Zone Uruguay S.A.
|
Uruguay
|
Indirect
|
100%
|
GFEC Uruguay S.A.
|
Uruguay
|
Indirect
|
100%
|
GG Manufacturing s.r.l.
|
Romania
|
Indirect
|
100%
|
Graco Australia Pty Ltd
|
Australia
|
Indirect
|
100%
|
Graco BVBA
|
Belgium
|
Indirect
|
100%
|
Graco Canada Inc.
|
Canada
|
Indirect
|
100%
|
Graco Chile SpA
|
Chile
|
Direct
|
100%
|
Graco Colombia S.A.S.
|
Colombia
|
Direct
|
100%
|
Graco Distribution BVBA
|
Belgium
|
Indirect
|
100%
|
Graco do Brasil Ltda.
|
Brazil
|
Indirect
|
100%
|
Graco Fluid Equipment (Shanghai) Co., Ltd.
|
P.R. China
|
Direct
|
100%
|
Graco Fluid Equipment (Suzhou) Co., Ltd.
|
P.R. China
|
Indirect
|
100%
|
Graco Fluid Handling (A) Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Fluid Handling (B) Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Fluid Handling (D) Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Fluid Handling International Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Global Holdings S.à r.l.
|
Luxembourg
|
Indirect
|
100%
|
Graco GmbH
|
Germany
|
Indirect
|
100%
|
Graco High Pressure Equipment Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Hong Kong Limited
|
Hong Kong, P.R. China
|
Indirect
|
100%
|
Graco India Private Limited
|
India
|
Indirect
|
100%
|
Graco International Holdings S.à r.l.
|
Luxembourg
|
Indirect
|
100%
|
Graco Korea Inc.
|
South Korea
|
Indirect
|
100%
|
Graco K.K.
|
Japan
|
Indirect
|
100%
|
Graco Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Graco Luxembourg III Holdings S.à r.l.
|
Luxembourg
|
Direct
|
100%
|
Graco Minnesota Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Graco Ohio Inc.
|
Ohio, USA
|
Direct
|
100%
|
Graco S.A.S.
|
France
|
Indirect
|
100%
|
Graco Trading (Suzhou) Co., Ltd.
|
P.R. China
|
Indirect
|
100%
|
Gusmer Sudamerica S.A.
|
Argentina
|
Indirect
2
|
100%
|
Holdings Indemnity Inc.
|
Utah, USA
|
Direct
|
100%
|
Landtec Europe Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Landtec North America, Inc.
|
California, USA
|
Indirect
|
100%
|
MULTIMAQ – Pistolas e Equipamentos para Pintura Ltda
|
Brazil
|
Indirect
|
100%
|
Q.E.D. Environmental Systems, Inc.
|
Michigan, USA
|
Direct
|
100%
|
Staffordshire Hydraulic Services Limited
|
England and Wales, UK
|
Indirect
|
100%
|
|
Date
|
|
|
/s/ WILLIAM J. CARROLL
|
February 17, 2017
|
William J. Carroll
|
|
|
|
/s/ ERIC P. ETCHART
|
February 17, 2017
|
Eric P. Etchart
|
|
|
|
/s/ JACK W. EUGSTER
|
February 17, 2017
|
Jack W. Eugster
|
|
|
|
/s/ JODY H. FERAGEN
|
February 17, 2017
|
Jody H. Feragen
|
|
|
|
/s/ J. KEVIN GILLIGAN
|
February 17, 2017
|
J. Kevin Gilligan
|
|
|
|
/s/ PATRICK J. MCHALE
|
February 17, 2017
|
Patrick J. McHale
|
|
|
|
/s/ LEE R. MITAU
|
February 17, 2017
|
Lee R. Mitau
|
|
|
|
/s/ MARTHA A. MORFITT
|
February 17, 2017
|
Martha A. Morfitt
|
|
|
|
/s/ R. WILLIAM VAN SANT
|
February 17, 2017
|
R. William Van Sant
|
|
1.
|
I have reviewed this annual report on Form 10-K of Graco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
|
February 21, 2017
|
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
|
|
|
Patrick J. McHale
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Graco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
|
February 21, 2017
|
|
/s/ C
HRISTIAN
E. R
OTHE
|
|
|
|
|
Christian E. Rothe
|
|
|
|
|
Chief Financial Officer and Treasurer
|
Date:
|
|
February 21, 2017
|
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
|
|
|
Patrick J. McHale
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
|
February 21, 2017
|
|
/s/ C
HRISTIAN
E. R
OTHE
|
|
|
|
|
Christian E. Rothe
|
|
|
|
|
Chief Financial Officer and Treasurer
|