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
|
||
|
||
Item 16
|
||
|
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
|
Dexter, Michigan, United States
|
Owned
|
65,000
|
Manufacturing, warehouse, office and product development
|
Process
|
Minneapolis, Minnesota, United States
|
Owned
|
141,000
|
Worldwide headquarters; office and product development
|
Corporate, Industrial and Process
|
Minneapolis, Minnesota, United States
|
Owned
|
42,000
|
Corporate office
|
All segments
|
Minneapolis, Minnesota, United States
|
Owned
|
390,000
|
Manufacturing and office
|
Industrial and Process
|
Minneapolis, Minnesota, United States
|
Owned
|
87,000
|
Assembly
|
Industrial and Process
|
Anoka, Minnesota, United States
|
Owned
|
208,000
|
Manufacturing, warehouse, office and product development
|
Process
|
Rogers, Minnesota, United States
|
Owned
|
325,000
|
Manufacturing, office and product development
|
Contractor
|
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
|
Erie, Pennsylvania, United States
|
Leased
|
53,000
|
Manufacturing, warehouse, office and product development
|
Process
|
Sioux Falls, South Dakota, United States
|
Owned
|
148,000
|
Manufacturing and office
|
Industrial and Contractor
|
Kamas, Utah, United States
|
Owned
|
46,000
|
Manufacturing, office and test laboratory
|
Process
|
Pompano Beach, Florida, USA
|
Leased
|
33,000
|
Warehouse and office
|
Contractor
|
Europe
|
||||
Maasmechelen, Belgium
|
Owned
|
210,000
|
EMEA headquarters, warehouse, assembly
|
All segments
|
Maasmechelen, Belgium
|
Leased
|
25,000
|
Office and assembly
|
All segments
|
Rödermark, Germany
|
Leased
|
41,000
|
Warehouse and office
|
Industrial
|
Sibiu, Romania
|
Leased
|
57,000
|
Manufacturing
|
Industrial
|
St. Gallen, Switzerland
|
Owned
|
82,000
|
Manufacturing, warehouse, office, product development and application laboratory
|
Industrial
|
St. Gallen, Switzerland
|
Leased
|
22,000
|
Manufacturing
|
Industrial
|
Verona, Italy
|
Leased
|
31,000
|
Warehouse and office
|
Industrial
|
Verona, Italy
|
Leased
|
53,000
|
Manufacturing and warehouse
|
Industrial
|
Brighouse, West Yorkshire, United Kingdom
|
Owned
|
68,000
|
Manufacturing, warehouse, office and product development
|
Process
|
Coventry, United Kingdom
|
Owned
|
25,000
|
Office building
|
Process
|
Asia Pacific
|
||||
Derrimut, Australia
|
Leased
|
22,000
|
Warehouse
|
All segments
|
Gurgaon, India
|
Leased
|
18,000
|
Office
|
All segments
|
Yokohama, Japan
|
Leased
|
19,000
|
Office
|
All segments
|
Shanghai, P.R.C.
|
Leased
|
29,000
|
Asia Pacific headquarters - current
|
All segments
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
Dow Jones U.S. Industrial Machinery
|
100
|
|
99
|
|
87
|
|
118
|
|
157
|
|
134
|
S&P 500
|
100
|
|
114
|
|
115
|
|
129
|
|
157
|
|
150
|
Graco Inc.
|
100
|
|
106
|
|
97
|
|
112
|
|
186
|
|
171
|
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 29, 2018 - October 26, 2018
|
|
1,834,088
|
|
|
$
|
39.72
|
|
|
1,834,088
|
|
|
3,471,453
|
|
October 27, 2018 - November 23, 2018
|
|
127,098
|
|
|
$
|
40.13
|
|
|
127,098
|
|
|
3,344,355
|
|
November 24, 2018 - December 28, 2018
|
|
341,827
|
|
|
$
|
40.06
|
|
|
341,827
|
|
|
21,002,528
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net sales
|
$
|
1,653.3
|
|
|
$
|
1,474.7
|
|
|
$
|
1,329.3
|
|
|
$
|
1,286.5
|
|
|
$
|
1,221.1
|
|
Net earnings
|
341.1
|
|
|
252.4
|
|
|
40.7
|
|
|
345.7
|
|
|
225.6
|
|
|||||
Per common share
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings
|
$
|
2.04
|
|
|
$
|
1.50
|
|
|
$
|
0.24
|
|
|
$
|
2.00
|
|
|
$
|
1.25
|
|
Diluted net earnings
|
1.97
|
|
|
1.45
|
|
|
0.24
|
|
|
1.95
|
|
|
1.22
|
|
|||||
Cash dividends declared
|
0.56
|
|
|
0.49
|
|
|
0.45
|
|
|
0.41
|
|
|
0.38
|
|
|||||
Total assets
|
$
|
1,472.7
|
|
|
$
|
1,390.6
|
|
|
$
|
1,243.1
|
|
|
$
|
1,391.4
|
|
|
$
|
1,544.8
|
|
Long-term debt (including current portion)
|
266.4
|
|
|
226.0
|
|
|
305.7
|
|
|
392.7
|
|
|
615.0
|
|
•
|
•
|
•
|
•
|
•
|
•
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
$
|
1,653.3
|
|
|
$
|
1,474.7
|
|
|
$
|
1,329.3
|
|
Operating Earnings
|
436.4
|
|
|
378.7
|
|
|
121.1
|
|
|||
Net Earnings
|
341.1
|
|
|
252.4
|
|
|
40.7
|
|
|||
Diluted Net Earnings per Common Share
|
$
|
1.97
|
|
|
$
|
1.45
|
|
|
$
|
0.24
|
|
Adjusted (non-GAAP)
(1)
:
|
|
|
|
|
|
||||||
Operating Earnings, adjusted
|
$
|
436.4
|
|
|
$
|
378.7
|
|
|
$
|
313.1
|
|
Net Earnings, adjusted
|
326.1
|
|
|
249.4
|
|
|
202.1
|
|
|||
Diluted Net Earnings per Common Share, adjusted
|
$
|
1.88
|
|
|
$
|
1.43
|
|
|
$
|
1.18
|
|
(1)
|
Excludes impacts of excess tax benefits from stock option exercises, non-recurring income tax adjustments and pension restructuring. Also excludes the effects of impairment charges in 2016. See adjusted financial results below for a reconciliation of the adjusted non-GAAP financial measures to GAAP.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Earnings, as reported
|
$
|
436.4
|
|
|
$
|
378.7
|
|
|
$
|
121.1
|
|
Impairment
|
—
|
|
|
—
|
|
|
192.0
|
|
|||
Operating Earnings, adjusted
|
$
|
436.4
|
|
|
$
|
378.7
|
|
|
$
|
313.1
|
|
|
|
|
|
|
|
||||||
Earnings before income taxes, as reported
|
$
|
410.8
|
|
|
$
|
347.1
|
|
|
$
|
96.7
|
|
Pension settlement loss
|
—
|
|
|
12.1
|
|
|
—
|
|
|||
Impairment
|
—
|
|
|
—
|
|
|
192.0
|
|
|||
Earnings before income taxes, adjusted
|
$
|
410.8
|
|
|
$
|
359.2
|
|
|
$
|
288.7
|
|
|
|
|
|
|
|
||||||
Income taxes, as reported
|
$
|
69.7
|
|
|
$
|
94.7
|
|
|
$
|
56.0
|
|
Excess tax benefit from option exercises
|
10.0
|
|
|
36.3
|
|
|
—
|
|
|||
Income tax reform
|
—
|
|
|
(35.6
|
)
|
|
—
|
|
|||
Other non-recurring tax changes
|
5.0
|
|
|
10.0
|
|
|
—
|
|
|||
Tax effects of adjustments
|
—
|
|
|
4.4
|
|
|
30.6
|
|
|||
Income taxes, adjusted
|
$
|
84.7
|
|
|
$
|
109.8
|
|
|
$
|
86.6
|
|
|
|
|
|
|
|
||||||
Effective income tax rate
|
|
|
|
|
|
||||||
As reported
|
17.0
|
%
|
|
27.3
|
%
|
|
57.9
|
%
|
|||
Adjusted
|
20.6
|
%
|
|
30.6
|
%
|
|
30.0
|
%
|
|||
|
|
|
|
|
|
||||||
Net Earnings, as reported
|
$
|
341.1
|
|
|
$
|
252.4
|
|
|
$
|
40.7
|
|
Pension settlement loss, net
|
—
|
|
|
7.7
|
|
|
—
|
|
|||
Excess tax benefit from option exercises
|
(10.0
|
)
|
|
(36.3
|
)
|
|
—
|
|
|||
Income tax reform
|
—
|
|
|
35.6
|
|
|
—
|
|
|||
Other non-recurring tax changes
|
(5.0
|
)
|
|
(10.0
|
)
|
|
—
|
|
|||
Impairment, net
|
—
|
|
|
—
|
|
|
161.4
|
|
|||
Net Earnings, adjusted
|
$
|
326.1
|
|
|
$
|
249.4
|
|
|
$
|
202.1
|
|
|
|
|
|
|
|
||||||
Weighted Average Diluted Shares
|
173.2
|
|
|
174.3
|
|
|
170.9
|
|
|||
Diluted Net Earnings per Share
|
|
|
|
|
|
||||||
As reported
|
$
|
1.97
|
|
|
$
|
1.45
|
|
|
$
|
0.24
|
|
Adjusted
|
$
|
1.88
|
|
|
$
|
1.43
|
|
|
$
|
1.18
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Net Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of products sold
|
46.6
|
|
|
46.1
|
|
|
46.5
|
|
Gross profit
|
53.4
|
|
|
53.9
|
|
|
53.5
|
|
Product development
|
3.8
|
|
|
4.0
|
|
|
4.5
|
|
Selling, marketing and distribution
|
14.9
|
|
|
15.7
|
|
|
16.0
|
|
General and administrative
|
8.3
|
|
|
8.5
|
|
|
9.5
|
|
Impairment
|
—
|
|
|
—
|
|
|
14.4
|
|
Operating earnings
|
26.4
|
|
|
25.7
|
|
|
9.1
|
|
Interest expense
|
0.9
|
|
|
1.1
|
|
|
1.3
|
|
Other expense, net
|
0.7
|
|
|
1.1
|
|
|
0.5
|
|
Earnings before income taxes
|
24.8
|
|
|
23.5
|
|
|
7.3
|
|
Income taxes
|
4.2
|
|
|
6.4
|
|
|
4.2
|
|
Net Earnings
|
20.6
|
%
|
|
17.1
|
%
|
|
3.1
|
%
|
Net Earnings, adjusted (see non-GAAP measurements above)
|
19.7
|
%
|
|
16.9
|
%
|
|
15.2
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Americas
(1)
|
$
|
926.4
|
|
|
$
|
850.5
|
|
|
$
|
777.0
|
|
EMEA
(2)
|
393.1
|
|
|
343.3
|
|
|
311.1
|
|
|||
Asia Pacific
|
333.8
|
|
|
280.9
|
|
|
241.2
|
|
|||
Consolidated
|
$
|
1,653.3
|
|
|
$
|
1,474.7
|
|
|
$
|
1,329.3
|
|
(1)
|
North, South and Central America, including the U.S. Sales in the U.S. were
$806 million
in
2018
,
$743 million
in
2017
and
$686 million
in
2016
.
|
(2)
|
Europe, Middle East and Africa
|
|
2018
|
|
2017
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
8%
|
|
1%
|
|
0%
|
|
9%
|
|
9%
|
|
0%
|
|
0%
|
|
9%
|
EMEA
|
4%
|
|
7%
|
|
4%
|
|
15%
|
|
9%
|
|
0%
|
|
1%
|
|
10%
|
Asia Pacific
|
13%
|
|
4%
|
|
2%
|
|
19%
|
|
17%
|
|
0%
|
|
(1)%
|
|
16%
|
Consolidated
|
8%
|
|
3%
|
|
1%
|
|
12%
|
|
11%
|
|
0%
|
|
0%
|
|
11%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
Industrial
|
$
|
781.0
|
|
|
$
|
692.0
|
|
|
$
|
629.6
|
|
Process
|
338.0
|
|
|
294.6
|
|
|
266.6
|
|
|||
Contractor
|
534.3
|
|
|
488.1
|
|
|
433.1
|
|
|||
Total
|
$
|
1,653.3
|
|
|
$
|
1,474.7
|
|
|
$
|
1,329.3
|
|
Operating Earnings
|
|
|
|
|
|
||||||
Industrial
|
$
|
271.3
|
|
|
$
|
237.7
|
|
|
$
|
207.2
|
|
Process
|
68.5
|
|
|
52.2
|
|
|
35.7
|
|
|||
Contractor
|
120.9
|
|
|
113.9
|
|
|
91.8
|
|
|||
Unallocated corporate (expense)
(1)
|
(24.3
|
)
|
|
(25.1
|
)
|
|
(21.6
|
)
|
|||
Impairment
(2)
|
—
|
|
|
—
|
|
|
(192.0
|
)
|
|||
Total
|
$
|
436.4
|
|
|
$
|
378.7
|
|
|
$
|
121.1
|
|
(1)
|
Unallocated corporate (expense) includes such items as stock compensation, certain acquisition transaction items, bad debt expense, charitable contributions, and certain facility expenses.
|
(2)
|
The 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.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
314.9
|
|
|
$
|
299.5
|
|
|
$
|
281.3
|
|
EMEA
|
234.3
|
|
|
199.2
|
|
|
184.5
|
|
|||
Asia Pacific
|
231.8
|
|
|
193.3
|
|
|
163.8
|
|
|||
Total
|
$
|
781.0
|
|
|
$
|
692.0
|
|
|
$
|
629.6
|
|
Operating Earnings as a Percentage of Sales
|
35
|
%
|
|
34
|
%
|
|
33
|
%
|
|
2018
|
|
2017
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
5%
|
|
0%
|
|
0%
|
|
5%
|
|
6%
|
|
0%
|
|
0%
|
|
6%
|
EMEA
|
3%
|
|
11%
|
|
4%
|
|
18%
|
|
6%
|
|
1%
|
|
1%
|
|
8%
|
Asia Pacific
|
12%
|
|
6%
|
|
2%
|
|
20%
|
|
18%
|
|
1%
|
|
(1)%
|
|
18%
|
Segment Total
|
6%
|
|
5%
|
|
2%
|
|
13%
|
|
9%
|
|
1%
|
|
0%
|
|
10%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
215.9
|
|
|
$
|
187.6
|
|
|
$
|
170.4
|
|
EMEA
|
58.5
|
|
|
56.0
|
|
|
52.4
|
|
|||
Asia Pacific
|
63.6
|
|
|
51.0
|
|
|
43.8
|
|
|||
Total
|
$
|
338.0
|
|
|
$
|
294.6
|
|
|
$
|
266.6
|
|
Operating Earnings as a Percentage of Sales
|
20
|
%
|
|
18
|
%
|
|
13
|
%
|
|
2018
|
|
2017
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
14%
|
|
1%
|
|
0%
|
|
15%
|
|
10%
|
|
0%
|
|
0%
|
|
10%
|
EMEA
|
1%
|
|
0%
|
|
3%
|
|
4%
|
|
9%
|
|
0%
|
|
(2)%
|
|
7%
|
Asia Pacific
|
23%
|
|
1%
|
|
1%
|
|
25%
|
|
17%
|
|
0%
|
|
(1)%
|
|
16%
|
Segment Total
|
13%
|
|
1%
|
|
1%
|
|
15%
|
|
11%
|
|
0%
|
|
0%
|
|
11%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Sales
|
|
|
|
|
|
||||||
Americas
|
$
|
395.6
|
|
|
$
|
363.4
|
|
|
$
|
325.3
|
|
EMEA
|
100.4
|
|
|
88.1
|
|
|
74.3
|
|
|||
Asia Pacific
|
38.3
|
|
|
36.6
|
|
|
33.5
|
|
|||
Total
|
$
|
534.3
|
|
|
$
|
488.1
|
|
|
$
|
433.1
|
|
Operating Earnings as a Percentage of Sales
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
2018
|
|
2017
|
||||||||||||
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
|
Volume and Price
|
|
Acquisitions
|
|
Currency
|
|
Total
|
Americas
|
8%
|
|
1%
|
|
0%
|
|
9%
|
|
12%
|
|
0%
|
|
0%
|
|
12%
|
EMEA
|
10%
|
|
0%
|
|
4%
|
|
14%
|
|
17%
|
|
0%
|
|
2%
|
|
19%
|
Asia Pacific
|
4%
|
|
0%
|
|
1%
|
|
5%
|
|
9%
|
|
0%
|
|
0%
|
|
9%
|
Segment Total
|
8%
|
|
1%
|
|
0%
|
|
9%
|
|
12%
|
|
0%
|
|
1%
|
|
13%
|
|
2018
|
|
2017
|
||||
Working capital
|
$
|
423.4
|
|
|
$
|
397.5
|
|
Current ratio
|
2.4
|
|
|
2.6
|
|
||
Days of sales in receivables outstanding
|
60
|
|
|
66
|
|
||
Inventory turnover (LIFO)
|
2.9
|
|
|
3.1
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
$
|
368.0
|
|
|
$
|
337.9
|
|
|
$
|
276.0
|
|
Investing activities
|
(66.3
|
)
|
|
(68.5
|
)
|
|
(91.2
|
)
|
|||
Financing activities
|
(282.7
|
)
|
|
(217.1
|
)
|
|
(185.2
|
)
|
|||
Effect of exchange rates on cash
|
0.2
|
|
|
(1.0
|
)
|
|
0.2
|
|
|||
Net cash provided
|
19.2
|
|
|
51.3
|
|
|
(0.2
|
)
|
|||
Cash and cash equivalents at end of year
|
$
|
132.1
|
|
|
$
|
112.9
|
|
|
$
|
61.6
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||||||
Long-term debt
|
$
|
266.4
|
|
|
$
|
—
|
|
|
$
|
116.4
|
|
|
$
|
75.0
|
|
|
$
|
75.0
|
|
Interest on long-term debt
|
54.6
|
|
|
13.4
|
|
|
17.5
|
|
|
12.7
|
|
|
11.0
|
|
|||||
Other non-current liabilities
(1)
|
4.7
|
|
|
3.7
|
|
|
0.4
|
|
|
0.4
|
|
|
0.2
|
|
|||||
Operating leases
|
38.3
|
|
|
11.6
|
|
|
15.5
|
|
|
8.8
|
|
|
2.4
|
|
|||||
Service contracts
|
9.0
|
|
|
5.1
|
|
|
2.9
|
|
|
1.0
|
|
|
—
|
|
|||||
Purchase obligations
(2)
|
161.0
|
|
|
161.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unfunded pension and postretirement medical benefits
(3)
|
38.7
|
|
|
3.0
|
|
|
6.8
|
|
|
7.7
|
|
|
21.2
|
|
|||||
Total
|
$
|
572.7
|
|
|
$
|
197.8
|
|
|
$
|
159.5
|
|
|
$
|
105.6
|
|
|
$
|
109.8
|
|
(1)
|
Other non-current liabilities include estimated obligations for 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 plans are unknown because they are dependent on pension fund asset performance and pension obligation valuation assumptions.
|
Assumption
|
|
|
|
|
Funded Status
|
|
Expense
|
||||
Discount rate
|
|
|
|
|
$
|
(27.7
|
)
|
|
$
|
2.7
|
|
Expected return on assets
|
|
|
|
|
—
|
|
|
1.3
|
|
|
Years Ended
|
||||||||||
|
December 28,
2018 |
|
December 29,
2017 |
|
December 30,
2016 |
||||||
Net Sales
|
$
|
1,653,292
|
|
|
$
|
1,474,744
|
|
|
$
|
1,329,293
|
|
Cost of products sold
|
770,753
|
|
|
679,542
|
|
|
618,424
|
|
|||
Gross Profit
|
882,539
|
|
|
795,202
|
|
|
710,869
|
|
|||
Product development
|
63,124
|
|
|
59,217
|
|
|
59,566
|
|
|||
Selling, marketing and distribution
|
245,473
|
|
|
231,364
|
|
|
212,893
|
|
|||
General and administrative
|
137,515
|
|
|
125,876
|
|
|
125,246
|
|
|||
Impairment
|
—
|
|
|
—
|
|
|
192,020
|
|
|||
Operating Earnings
|
436,427
|
|
|
378,745
|
|
|
121,144
|
|
|||
Interest expense
|
14,385
|
|
|
16,202
|
|
|
17,590
|
|
|||
Other expense, net
|
11,276
|
|
|
15,449
|
|
|
6,899
|
|
|||
Earnings Before Income Taxes
|
410,766
|
|
|
347,094
|
|
|
96,655
|
|
|||
Income taxes
|
69,712
|
|
|
94,682
|
|
|
55,981
|
|
|||
Net Earnings
|
$
|
341,054
|
|
|
$
|
252,412
|
|
|
$
|
40,674
|
|
Basic Net Earnings per Common Share
|
$
|
2.04
|
|
|
$
|
1.50
|
|
|
$
|
0.24
|
|
Diluted Net Earnings per Common Share
|
$
|
1.97
|
|
|
$
|
1.45
|
|
|
$
|
0.24
|
|
|
Years Ended
|
||||||||||
|
December 28,
2018 |
|
December 29,
2017 |
|
December 30,
2016 |
||||||
Net Earnings
|
$
|
341,054
|
|
|
$
|
252,412
|
|
|
$
|
40,674
|
|
Components of other comprehensive income (loss)
|
|
|
|
|
|
||||||
Cumulative translation adjustment
|
(8,609
|
)
|
|
16,443
|
|
|
(31,227
|
)
|
|||
Pension and postretirement medical liability adjustment
|
8,793
|
|
|
(3,321
|
)
|
|
(10,715
|
)
|
|||
Income taxes - pension and postretirement medical liability
|
(1,799
|
)
|
|
1,317
|
|
|
4,211
|
|
|||
Other comprehensive income (loss)
|
(1,615
|
)
|
|
14,439
|
|
|
(37,731
|
)
|
|||
Comprehensive Income
|
$
|
339,439
|
|
|
$
|
266,851
|
|
|
$
|
2,943
|
|
|
December 28,
2018 |
|
December 29,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
132,118
|
|
|
$
|
103,662
|
|
Accounts receivable, less allowances of $5,300 and $4,300
|
274,608
|
|
|
266,080
|
|
||
Inventories
|
283,982
|
|
|
239,349
|
|
||
Other current assets
|
32,508
|
|
|
34,247
|
|
||
Total current assets
|
723,216
|
|
|
643,338
|
|
||
Property, Plant and Equipment, net
|
229,295
|
|
|
204,298
|
|
||
Goodwill
|
293,846
|
|
|
278,789
|
|
||
Other Intangible Assets, net
|
166,310
|
|
|
183,056
|
|
||
Deferred Income Taxes
|
32,055
|
|
|
50,916
|
|
||
Other Assets
|
28,019
|
|
|
30,220
|
|
||
Total Assets
|
$
|
1,472,741
|
|
|
$
|
1,390,617
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Notes payable to banks
|
$
|
11,083
|
|
|
$
|
6,578
|
|
Trade accounts payable
|
56,902
|
|
|
48,748
|
|
||
Salaries and incentives
|
62,297
|
|
|
55,884
|
|
||
Dividends payable
|
26,480
|
|
|
22,260
|
|
||
Other current liabilities
|
143,041
|
|
|
112,368
|
|
||
Total current liabilities
|
299,803
|
|
|
245,838
|
|
||
Long-term Debt
|
266,391
|
|
|
226,035
|
|
||
Retirement Benefits and Deferred Compensation
|
133,388
|
|
|
172,411
|
|
||
Deferred Income Taxes
|
16,586
|
|
|
17,253
|
|
||
Other Non-current Liabilities
|
4,700
|
|
|
6,017
|
|
||
Commitments and Contingencies (Note K)
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
||||
Common stock, $1 par value; 291,000,000 shares authorized;
165,170,888 and 169,318,926 shares outstanding in 2018 and 2017 |
165,171
|
|
|
169,319
|
|
||
Additional paid-in-capital
|
510,825
|
|
|
499,934
|
|
||
Retained earnings
|
220,734
|
|
|
181,599
|
|
||
Accumulated other comprehensive income (loss)
|
(144,857
|
)
|
|
(127,789
|
)
|
||
Total shareholders’ equity
|
751,873
|
|
|
723,063
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,472,741
|
|
|
$
|
1,390,617
|
|
|
Years Ended
|
||||||||||
|
December 28,
2018 |
|
December 29,
2017 |
|
December 30,
2016 |
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Earnings
|
$
|
341,054
|
|
|
$
|
252,412
|
|
|
$
|
40,674
|
|
Adjustments to reconcile net earnings to net cash
provided by operating activities |
|
|
|
|
|
||||||
Impairment
|
—
|
|
|
—
|
|
|
192,020
|
|
|||
Depreciation and amortization
|
47,754
|
|
|
45,583
|
|
|
48,290
|
|
|||
Deferred income taxes
|
15,405
|
|
|
34,446
|
|
|
(35,561
|
)
|
|||
Share-based compensation
|
25,565
|
|
|
23,652
|
|
|
21,134
|
|
|||
Change in
|
|
|
|
|
|
||||||
Accounts receivable
|
(12,402
|
)
|
|
(37,669
|
)
|
|
4,506
|
|
|||
Inventories
|
(30,719
|
)
|
|
(32,011
|
)
|
|
(693
|
)
|
|||
Trade accounts payable
|
(1,976
|
)
|
|
4,588
|
|
|
553
|
|
|||
Salaries and incentives
|
2,336
|
|
|
11,431
|
|
|
(6,809
|
)
|
|||
Retirement benefits and deferred compensation
|
(27,237
|
)
|
|
6,920
|
|
|
10,995
|
|
|||
Other accrued liabilities
|
7,517
|
|
|
35,321
|
|
|
3,298
|
|
|||
Other
|
688
|
|
|
(6,809
|
)
|
|
(2,401
|
)
|
|||
Net cash provided by operating activities
|
367,985
|
|
|
337,864
|
|
|
276,006
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Property, plant and equipment additions
|
(53,854
|
)
|
|
(40,194
|
)
|
|
(42,113
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(10,769
|
)
|
|
(27,905
|
)
|
|
(48,946
|
)
|
|||
Other
|
(1,624
|
)
|
|
(348
|
)
|
|
(164
|
)
|
|||
Net cash provided by (used in) investing activities
|
(66,247
|
)
|
|
(68,447
|
)
|
|
(91,223
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Borrowings (payments) on short-term lines of credit, net
|
4,931
|
|
|
(3,026
|
)
|
|
(5,995
|
)
|
|||
Borrowings on long-term lines of credit
|
620,746
|
|
|
315,920
|
|
|
648,134
|
|
|||
Payments on long-term debt and lines of credit
|
(583,212
|
)
|
|
(395,570
|
)
|
|
(735,144
|
)
|
|||
Payments of debt issuance costs
|
—
|
|
|
—
|
|
|
(860
|
)
|
|||
Common stock issued
|
24,634
|
|
|
60,685
|
|
|
35,796
|
|
|||
Common stock repurchased
|
(244,814
|
)
|
|
(90,160
|
)
|
|
(50,497
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(16,151
|
)
|
|
(24,448
|
)
|
|
(3,165
|
)
|
|||
Cash dividends paid
|
(88,845
|
)
|
|
(80,477
|
)
|
|
(73,434
|
)
|
|||
Net cash provided by (used in) financing activities
|
(282,711
|
)
|
|
(217,076
|
)
|
|
(185,165
|
)
|
|||
Effect of exchange rate changes on cash
|
187
|
|
|
(1,032
|
)
|
|
164
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
19,214
|
|
|
51,309
|
|
|
(218
|
)
|
|||
Cash, Cash Equivalents and Restricted Cash
|
|
|
|
|
|
||||||
Beginning of year
|
112,904
|
|
|
61,595
|
|
|
61,813
|
|
|||
End of year
|
$
|
132,118
|
|
|
$
|
112,904
|
|
|
$
|
61,595
|
|
Reconciliation to Consolidated Balance Sheets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
132,118
|
|
|
$
|
103,662
|
|
|
$
|
52,365
|
|
Restricted cash included in other current assets
|
—
|
|
|
9,242
|
|
|
9,230
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
132,118
|
|
|
$
|
112,904
|
|
|
$
|
61,595
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Total
|
||||||||||
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 canceled (issued)
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
40,674
|
|
|
—
|
|
|
40,674
|
|
|||||
Dividends declared ($0.4500 per share)
|
—
|
|
|
—
|
|
|
(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
|
|
|||||
Stock Split
|
112,879
|
|
|
—
|
|
|
(112,879
|
)
|
|
—
|
|
|
—
|
|
|||||
Shares issued
|
1,489
|
|
|
35,164
|
|
|
—
|
|
|
—
|
|
|
36,653
|
|
|||||
Shares repurchased
|
(883
|
)
|
|
(7,172
|
)
|
|
(82,105
|
)
|
|
—
|
|
|
(90,160
|
)
|
|||||
Stock compensation cost
|
—
|
|
|
18,963
|
|
|
—
|
|
|
—
|
|
|
18,963
|
|
|||||
Restricted stock canceled (issued)
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
—
|
|
|
(415
|
)
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
252,412
|
|
|
—
|
|
|
252,412
|
|
|||||
Dividends declared ($0.4925 per share)
|
—
|
|
|
—
|
|
|
(82,649
|
)
|
|
—
|
|
|
(82,649
|
)
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
14,439
|
|
|
14,439
|
|
|||||
Balance December 29, 2017
|
169,319
|
|
|
499,934
|
|
|
181,599
|
|
|
(127,789
|
)
|
|
723,063
|
|
|||||
Shares issued
|
1,657
|
|
|
7,598
|
|
|
—
|
|
|
—
|
|
|
9,255
|
|
|||||
Shares repurchased
|
(5,805
|
)
|
|
(17,140
|
)
|
|
(224,307
|
)
|
|
—
|
|
|
(247,252
|
)
|
|||||
Stock compensation cost
|
—
|
|
|
21,205
|
|
|
—
|
|
|
—
|
|
|
21,205
|
|
|||||
Restricted stock canceled (issued)
|
—
|
|
|
(772
|
)
|
|
—
|
|
|
—
|
|
|
(772
|
)
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
341,054
|
|
|
—
|
|
|
341,054
|
|
|||||
Dividends declared ($0.5575 per share)
|
—
|
|
|
—
|
|
|
(93,065
|
)
|
|
—
|
|
|
(93,065
|
)
|
|||||
Reclassified to retained earnings from AOCI
|
—
|
|
|
—
|
|
|
15,453
|
|
|
(15,453
|
)
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,615
|
)
|
|
(1,615
|
)
|
|||||
Balance December 28, 2018
|
$
|
165,171
|
|
|
$
|
510,825
|
|
|
$
|
220,734
|
|
|
$
|
(144,857
|
)
|
|
$
|
751,873
|
|
|
Level
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
|
||||
Cash surrender value of life insurance
|
2
|
|
$
|
14,320
|
|
|
$
|
16,128
|
|
Forward exchange contracts
|
2
|
|
82
|
|
|
—
|
|
||
Total assets at fair value
|
|
|
$
|
14,402
|
|
|
$
|
16,128
|
|
Liabilities
|
|
|
|
|
|
||||
Contingent consideration
|
3
|
|
$
|
7,200
|
|
|
$
|
4,081
|
|
Deferred compensation
|
2
|
|
4,203
|
|
|
3,836
|
|
||
Forward exchange contracts
|
2
|
|
—
|
|
|
517
|
|
||
Total liabilities at fair value
|
|
|
$
|
11,403
|
|
|
$
|
8,434
|
|
|
2018
|
|
2017
|
||||
Prepaid income taxes
|
$
|
14,762
|
|
|
$
|
8,934
|
|
Restricted cash
|
—
|
|
|
9,242
|
|
||
Prepaid expenses and other
|
17,746
|
|
|
16,071
|
|
||
Total
|
$
|
32,508
|
|
|
$
|
34,247
|
|
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 30, 2016
|
$
|
150,556
|
|
|
$
|
96,561
|
|
|
$
|
12,732
|
|
|
$
|
259,849
|
|
Additions, adjustments from business acquisitions
|
7,152
|
|
|
(62
|
)
|
|
6,413
|
|
|
13,503
|
|
||||
Foreign currency translation
|
3,965
|
|
|
1,472
|
|
|
—
|
|
|
5,437
|
|
||||
Balance, December 29, 2017
|
161,673
|
|
|
97,971
|
|
|
19,145
|
|
|
278,789
|
|
||||
Additions, adjustments from business acquisitions
|
17,544
|
|
|
170
|
|
|
409
|
|
|
18,123
|
|
||||
Foreign currency translation
|
(2,093
|
)
|
|
(973
|
)
|
|
—
|
|
|
(3,066
|
)
|
||||
Balance, December 28, 2018
|
$
|
177,124
|
|
|
$
|
97,168
|
|
|
$
|
19,554
|
|
|
$
|
293,846
|
|
|
Finite Life
|
|
Indefinite Life
|
|
|
||||||||||||||
|
Customer
Relationships |
|
Patents and
Proprietary Technology |
|
Trademarks,
Trade Names and Other |
|
Trade
Names |
|
Total
|
||||||||||
As of December 28, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
179,449
|
|
|
$
|
18,571
|
|
|
$
|
1,020
|
|
|
$
|
59,537
|
|
|
$
|
258,577
|
|
Accumulated amortization
|
(67,322
|
)
|
|
(8,647
|
)
|
|
(439
|
)
|
|
—
|
|
|
(76,408
|
)
|
|||||
Foreign currency translation
|
(10,817
|
)
|
|
(895
|
)
|
|
(73
|
)
|
|
(4,074
|
)
|
|
(15,859
|
)
|
|||||
Book value
|
$
|
101,310
|
|
|
$
|
9,029
|
|
|
$
|
508
|
|
|
$
|
55,463
|
|
|
$
|
166,310
|
|
Weighted average life in years
|
13
|
|
|
10
|
|
|
4
|
|
|
N/A
|
|
|
|
As of December 29, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
179,826
|
|
|
$
|
18,479
|
|
|
$
|
1,071
|
|
|
$
|
59,553
|
|
|
$
|
258,929
|
|
Accumulated amortization
|
(54,076
|
)
|
|
(7,795
|
)
|
|
(542
|
)
|
|
—
|
|
|
(62,413
|
)
|
|||||
Foreign currency translation
|
(9,186
|
)
|
|
(727
|
)
|
|
(61
|
)
|
|
(3,486
|
)
|
|
(13,460
|
)
|
|||||
Book value
|
$
|
116,564
|
|
|
$
|
9,957
|
|
|
$
|
468
|
|
|
$
|
56,067
|
|
|
$
|
183,056
|
|
Weighted average life in years
|
13
|
|
|
10
|
|
|
4
|
|
|
N/A
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Estimated Amortization Expense
|
$
|
15,058
|
|
|
$
|
14,844
|
|
|
$
|
14,646
|
|
|
$
|
14,549
|
|
|
$
|
13,661
|
|
|
$
|
38,089
|
|
|
2018
|
|
2017
|
||||
Cash surrender value of life insurance
|
$
|
14,320
|
|
|
$
|
16,128
|
|
Capitalized software
|
2,742
|
|
|
1,784
|
|
||
Equity method investment
|
7,252
|
|
|
6,755
|
|
||
Prepaid pension
|
—
|
|
|
2,538
|
|
||
Deposits and other
|
3,705
|
|
|
3,015
|
|
||
Total
|
$
|
28,019
|
|
|
$
|
30,220
|
|
|
2018
|
|
2017
|
||||
Accrued self-insurance retentions
|
$
|
7,870
|
|
|
$
|
7,956
|
|
Accrued warranty and service liabilities
|
11,056
|
|
|
10,535
|
|
||
Accrued trade promotions
|
11,449
|
|
|
10,588
|
|
||
Payable for employee stock purchases
|
11,916
|
|
|
10,053
|
|
||
Customer advances and deferred revenue
|
39,995
|
|
|
22,632
|
|
||
Income taxes payable
|
8,515
|
|
|
7,564
|
|
||
Right of return refund liability
|
12,705
|
|
|
11,412
|
|
||
Other
|
39,535
|
|
|
31,628
|
|
||
Total
|
$
|
143,041
|
|
|
$
|
112,368
|
|
|
2018
|
|
2017
|
||||
Balance, beginning of year
|
$
|
10,535
|
|
|
$
|
8,934
|
|
Charged to expense
|
8,963
|
|
|
7,930
|
|
||
Margin on parts sales reversed
|
1,193
|
|
|
2,826
|
|
||
Reductions for claims settled
|
(9,635
|
)
|
|
(9,155
|
)
|
||
Balance, end of year
|
$
|
11,056
|
|
|
$
|
10,535
|
|
|
2018
|
|
2017
|
||||
Foreign Currency Contracts
|
|
|
|
||||
Assets
|
$
|
322
|
|
|
$
|
—
|
|
Liabilities
|
(240
|
)
|
|
(517
|
)
|
||
Net Assets (Liabilities)
|
$
|
82
|
|
|
$
|
(517
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Industrial
|
$
|
781,029
|
|
|
$
|
691,978
|
|
|
$
|
629,581
|
|
Process
|
337,953
|
|
|
294,652
|
|
|
266,630
|
|
|||
Contractor
|
534,310
|
|
|
488,114
|
|
|
433,082
|
|
|||
Total
|
$
|
1,653,292
|
|
|
$
|
1,474,744
|
|
|
$
|
1,329,293
|
|
Operating Earnings
|
|
|
|
|
|
||||||
Industrial
|
$
|
271,307
|
|
|
$
|
237,700
|
|
|
$
|
207,183
|
|
Process
|
68,514
|
|
|
52,216
|
|
|
35,749
|
|
|||
Contractor
|
120,905
|
|
|
113,898
|
|
|
91,837
|
|
|||
Unallocated corporate (expense)
|
(24,299
|
)
|
|
(25,069
|
)
|
|
(21,605
|
)
|
|||
Impairment
|
—
|
|
|
—
|
|
|
(192,020
|
)
|
|||
Total
|
$
|
436,427
|
|
|
$
|
378,745
|
|
|
$
|
121,144
|
|
Assets
|
|
|
|
|
|
||||||
Industrial
|
$
|
640,683
|
|
|
$
|
572,436
|
|
|
|
||
Process
|
350,306
|
|
|
345,572
|
|
|
|
||||
Contractor
|
283,727
|
|
|
255,615
|
|
|
|
||||
Unallocated corporate
|
198,025
|
|
|
216,994
|
|
|
|
||||
Total
|
$
|
1,472,741
|
|
|
$
|
1,390,617
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales (based on customer location)
|
|
|
|
|
|
||||||
United States
|
$
|
806,127
|
|
|
$
|
743,344
|
|
|
$
|
685,981
|
|
Other countries
|
847,165
|
|
|
731,400
|
|
|
643,312
|
|
|||
Total
|
$
|
1,653,292
|
|
|
$
|
1,474,744
|
|
|
$
|
1,329,293
|
|
Long-lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
178,331
|
|
|
$
|
163,416
|
|
|
|
||
Other countries
|
50,964
|
|
|
40,882
|
|
|
|
||||
Total
|
$
|
229,295
|
|
|
$
|
204,298
|
|
|
|
|
2018
|
|
2017
|
||||
Finished products and components
|
$
|
142,535
|
|
|
$
|
124,327
|
|
Products and components in various stages of completion
|
83,768
|
|
|
61,274
|
|
||
Raw materials and purchased components
|
115,705
|
|
|
103,407
|
|
||
Subtotal
|
342,008
|
|
|
289,008
|
|
||
Reduction to LIFO cost
|
(58,026
|
)
|
|
(49,659
|
)
|
||
Total
|
$
|
283,982
|
|
|
$
|
239,349
|
|
|
2018
|
|
2017
|
||||
Land and improvements
|
$
|
26,252
|
|
|
$
|
24,469
|
|
Buildings and improvements
|
157,385
|
|
|
145,009
|
|
||
Manufacturing equipment
|
317,011
|
|
|
298,719
|
|
||
Office, warehouse and automotive equipment
|
44,901
|
|
|
41,747
|
|
||
Additions in progress
|
24,484
|
|
|
18,170
|
|
||
Total property, plant and equipment
|
570,033
|
|
|
528,114
|
|
||
Accumulated depreciation
|
(340,738
|
)
|
|
(323,816
|
)
|
||
Net property, plant and equipment
|
$
|
229,295
|
|
|
$
|
204,298
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
310,999
|
|
|
$
|
269,258
|
|
|
$
|
107,440
|
|
Foreign
|
99,767
|
|
|
77,836
|
|
|
(10,785
|
)
|
|||
Total
|
$
|
410,766
|
|
|
$
|
347,094
|
|
|
$
|
96,655
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
27,760
|
|
|
$
|
41,996
|
|
|
$
|
67,126
|
|
State and local
|
3,398
|
|
|
3,088
|
|
|
4,868
|
|
|||
Foreign
|
23,118
|
|
|
19,486
|
|
|
18,195
|
|
|||
Current income tax expense
|
54,276
|
|
|
64,570
|
|
|
90,189
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Domestic
|
17,058
|
|
|
35,782
|
|
|
(27,509
|
)
|
|||
Foreign
|
(1,622
|
)
|
|
(5,670
|
)
|
|
(6,699
|
)
|
|||
Deferred income tax expense (benefit)
|
15,436
|
|
|
30,112
|
|
|
(34,208
|
)
|
|||
Total
|
$
|
69,712
|
|
|
$
|
94,682
|
|
|
$
|
55,981
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory tax rate
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
Tax effect of international operations
|
—
|
|
|
(6
|
)
|
|
4
|
|
State taxes, net of federal effect
|
1
|
|
|
1
|
|
|
1
|
|
U.S. general business tax credits
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Domestic production deduction
|
—
|
|
|
(2
|
)
|
|
(7
|
)
|
Stock compensation excess tax benefit
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
Impact of 2017 Tax Cuts and Jobs Act
|
—
|
|
|
10
|
|
|
—
|
|
Impairment
|
—
|
|
|
—
|
|
|
28
|
|
Global Intangible Low-taxed Income
|
1
|
|
|
—
|
|
|
—
|
|
Foreign Derived Intangible Income
|
(2
|
)
|
|
—
|
|
|
—
|
|
Pension contribution
|
(1
|
)
|
|
—
|
|
|
—
|
|
Effective tax rate
|
17
|
%
|
|
27
|
%
|
|
58
|
%
|
|
2018
|
|
2017
|
||||
Inventory valuations
|
$
|
(1,012
|
)
|
|
$
|
(1,686
|
)
|
Self-insurance retention accruals
|
1,284
|
|
|
1,264
|
|
||
Warranty reserves
|
1,778
|
|
|
1,658
|
|
||
Vacation accruals
|
2,259
|
|
|
1,942
|
|
||
Bad debt reserves
|
2,785
|
|
|
2,620
|
|
||
Excess of tax over book depreciation and amortization
|
(37,208
|
)
|
|
(30,381
|
)
|
||
Pension liability
|
22,884
|
|
|
31,220
|
|
||
Postretirement medical
|
4,491
|
|
|
4,313
|
|
||
Acquisition costs
|
601
|
|
|
680
|
|
||
Stock compensation
|
13,763
|
|
|
14,185
|
|
||
Deferred compensation
|
1,994
|
|
|
1,801
|
|
||
Foreign Tax Credit Carryforward
|
—
|
|
|
5,000
|
|
||
Other
|
1,850
|
|
|
1,047
|
|
||
Net deferred tax assets
|
$
|
15,469
|
|
|
$
|
33,663
|
|
|
Average Interest Rate
|
|
|
|
|
|
|
||||
|
December 28, 2018
|
|
Maturity
|
|
2018
|
|
2017
|
||||
Private placement unsecured fixed-rate notes
|
|
|
|
|
|
|
|
||||
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
|
N/A
|
|
December 2021
|
|
—
|
|
|
1,035
|
|
||
Unsecured revolving credit facility - CNH
|
4.82%
|
|
September 2020
|
|
41,391
|
|
|
—
|
|
||
Notes payable to banks
|
0.75%
|
|
2019
|
|
11,083
|
|
|
6,578
|
|
||
Total debt
|
|
|
|
|
$
|
277,474
|
|
|
$
|
232,613
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Maturities of debt
|
$
|
11,083
|
|
|
$
|
116,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
Pension and
Postretirement
Medical
|
|
Cumulative
Translation
Adjustment
|
|
Total
|
||||||
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
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(14,791
|
)
|
|
16,443
|
|
|
1,652
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
12,787
|
|
|
—
|
|
|
12,787
|
|
|||
Balance, December 29, 2017
|
(78,430
|
)
|
|
(49,359
|
)
|
|
(127,789
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(196
|
)
|
|
(8,609
|
)
|
|
(8,805
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
7,190
|
|
|
—
|
|
|
7,190
|
|
|||
Balance, Reclassified to retained earnings
|
$
|
(15,453
|
)
|
|
$
|
—
|
|
|
$
|
(15,453
|
)
|
Balance, December 28, 2018
|
$
|
(86,889
|
)
|
|
$
|
(57,968
|
)
|
|
$
|
(144,857
|
)
|
|
Option
Shares
|
|
Weighted Average
Exercise Price
|
|
Options
Exercisable
|
|
Weighted Average
Exercise Price
|
||||||
Outstanding, December 25, 2015
|
15,495
|
|
|
$
|
16.05
|
|
|
10,749
|
|
|
$
|
12.83
|
|
Granted
|
3,483
|
|
|
25.53
|
|
|
|
|
|
||||
Exercised
|
(2,286
|
)
|
|
13.00
|
|
|
|
|
|
||||
Canceled
|
(87
|
)
|
|
23.36
|
|
|
|
|
|
||||
Outstanding, December 30, 2016
|
16,605
|
|
|
18.42
|
|
|
11,016
|
|
|
15.13
|
|
||
Granted
|
1,725
|
|
|
30.71
|
|
|
|
|
|
||||
Exercised
|
(4,903
|
)
|
|
12.86
|
|
|
|
|
|
||||
Canceled
|
(137
|
)
|
|
26.63
|
|
|
|
|
|
||||
Outstanding, December 29, 2017
|
13,290
|
|
|
21.99
|
|
|
7,729
|
|
|
18.33
|
|
||
Granted
|
1,163
|
|
|
44.05
|
|
|
|
|
|
||||
Exercised
|
(2,081
|
)
|
|
18.17
|
|
|
|
|
|
||||
Canceled
|
(102
|
)
|
|
28.59
|
|
|
|
|
|
||||
Outstanding, December 28, 2018
|
12,270
|
|
|
$
|
24.67
|
|
|
7,312
|
|
|
$
|
20.17
|
|
|
|
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
|
||||||
$5 - $20
|
|
3,612
|
|
|
2.6
|
|
$
|
10.88
|
|
|
3,612
|
|
|
$
|
14.79
|
|
$20 - $25
|
|
4,045
|
|
|
6.3
|
|
24.41
|
|
|
2,771
|
|
|
24.55
|
|
||
$25 - $30
|
|
1,790
|
|
|
7.3
|
|
27.12
|
|
|
513
|
|
|
25.79
|
|
||
$30 - $47
|
|
2,823
|
|
|
8.6
|
|
36.14
|
|
|
416
|
|
|
30.85
|
|
||
$5 - $47
|
|
12,270
|
|
|
5.9
|
|
$
|
24.67
|
|
|
7,312
|
|
|
$
|
20.17
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash received
|
$
|
11,158
|
|
|
$
|
48,833
|
|
|
$
|
21,142
|
|
Aggregate intrinsic value
|
57,979
|
|
|
119,442
|
|
|
30,247
|
|
|||
Tax benefit realized
|
12,000
|
|
|
42,000
|
|
|
9,900
|
|
|
Total Shares
Authorized
|
|
Available for Future
Issuance as of December 28, 2018 |
||
Stock Incentive Plan (2015)
|
10,500
|
|
|
4,040
|
|
Employee Stock Purchase Plan (2006)
|
21,000
|
|
|
13,294
|
|
Total
|
31,500
|
|
|
17,334
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Share-based compensation
|
$
|
25,565
|
|
|
$
|
23,652
|
|
|
$
|
21,134
|
|
Tax benefit
|
3,500
|
|
|
5,100
|
|
|
6,100
|
|
|||
Share-based compensation, net of tax
|
$
|
22,065
|
|
|
$
|
18,552
|
|
|
$
|
15,034
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected life in years
|
7.5
|
|
|
7.0
|
|
|
6.2
|
|
|||
Interest rate
|
2.8
|
%
|
|
2.2
|
%
|
|
1.6
|
%
|
|||
Volatility
|
25.5
|
%
|
|
26.7
|
%
|
|
27.5
|
%
|
|||
Dividend yield
|
1.2
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|||
Weighted average fair value per share
|
$
|
12.84
|
|
|
$
|
8.08
|
|
|
$
|
5.96
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected life in years
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|||
Interest rate
|
2.1
|
%
|
|
0.9
|
%
|
|
0.7
|
%
|
|||
Volatility
|
21.3
|
%
|
|
22.3
|
%
|
|
24.6
|
%
|
|||
Dividend yield
|
1.2
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
|||
Weighted average fair value per share
|
$
|
10.28
|
|
|
$
|
7.32
|
|
|
$
|
6.38
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings available to common shareholders
|
$
|
341,054
|
|
|
$
|
252,412
|
|
|
$
|
40,674
|
|
Weighted average shares outstanding for basic earnings per share
|
167,364
|
|
|
167,925
|
|
|
166,851
|
|
|||
Dilutive effect of stock options computed based on the treasury stock method using the average market price
|
5,849
|
|
|
6,393
|
|
|
4,025
|
|
|||
Weighted average shares outstanding for diluted earnings per share
|
173,213
|
|
|
174,318
|
|
|
170,876
|
|
|||
Basic earnings per share
|
$
|
2.04
|
|
|
$
|
1.50
|
|
|
$
|
0.24
|
|
Diluted earnings per share
|
$
|
1.97
|
|
|
$
|
1.45
|
|
|
$
|
0.24
|
|
|
Level
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
1
|
|
$
|
927
|
|
|
$
|
3,254
|
|
Insurance contract
|
3
|
|
26,364
|
|
|
26,411
|
|
||
Investments categorized in fair value hierarchy
|
|
|
27,291
|
|
|
29,665
|
|
||
Equity
|
|
|
|
|
|
||||
U.S. Large Cap
|
N/A
|
|
53,597
|
|
|
55,488
|
|
||
U.S. Small/Mid Cap
|
N/A
|
|
7,602
|
|
|
12,077
|
|
||
International
|
N/A
|
|
31,586
|
|
|
45,958
|
|
||
Total Equity
|
|
|
92,785
|
|
|
113,523
|
|
||
Fixed income
|
N/A
|
|
76,213
|
|
|
81,358
|
|
||
Real estate and other
|
N/A
|
|
72,964
|
|
|
29,640
|
|
||
Investments measured at net asset value
|
|
|
241,962
|
|
|
224,521
|
|
||
Total
|
|
|
$
|
269,253
|
|
|
$
|
254,186
|
|
|
2018
|
|
2017
|
||||
Balance, beginning of year
|
$
|
26,411
|
|
|
$
|
24,287
|
|
Purchases
|
2,074
|
|
|
1,934
|
|
||
Redemptions
|
(2,086
|
)
|
|
(2,150
|
)
|
||
Unrealized gains (losses)
|
(35
|
)
|
|
2,340
|
|
||
Balance, end of year
|
$
|
26,364
|
|
|
$
|
26,411
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Obligation, beginning of year
|
$
|
393,559
|
|
|
$
|
386,373
|
|
|
$
|
27,771
|
|
|
$
|
26,576
|
|
Service cost
|
8,487
|
|
|
7,675
|
|
|
636
|
|
|
601
|
|
||||
Interest cost
|
13,424
|
|
|
15,044
|
|
|
1,084
|
|
|
1,093
|
|
||||
Actuarial loss (gain)
|
(30,452
|
)
|
|
37,994
|
|
|
(397
|
)
|
|
577
|
|
||||
Benefit payments
|
(11,265
|
)
|
|
(13,299
|
)
|
|
(1,316
|
)
|
|
(1,076
|
)
|
||||
Settlements
|
(1,561
|
)
|
|
(43,539
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate changes
|
(910
|
)
|
|
3,311
|
|
|
—
|
|
|
—
|
|
||||
Obligation, end of year
|
$
|
371,282
|
|
|
$
|
393,559
|
|
|
$
|
27,778
|
|
|
$
|
27,771
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value, beginning of year
|
$
|
254,186
|
|
|
$
|
255,905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on assets
|
(13,875
|
)
|
|
32,132
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
42,023
|
|
|
21,885
|
|
|
1,316
|
|
|
1,076
|
|
||||
Benefit payments
|
(11,265
|
)
|
|
(13,299
|
)
|
|
(1,316
|
)
|
|
(1,076
|
)
|
||||
Settlements
|
(1,561
|
)
|
|
(43,539
|
)
|
|
—
|
|
|
—
|
|
||||
Exchange rate changes
|
(255
|
)
|
|
1,102
|
|
|
—
|
|
|
—
|
|
||||
Fair value, end of year
|
$
|
269,253
|
|
|
$
|
254,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
$
|
(102,029
|
)
|
|
$
|
(139,373
|
)
|
|
$
|
(27,778
|
)
|
|
$
|
(27,771
|
)
|
Amounts recognized in consolidated balance sheets
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
2,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
1,453
|
|
|
1,416
|
|
|
1,573
|
|
|
1,330
|
|
||||
Non-current liabilities
|
100,576
|
|
|
140,495
|
|
|
26,205
|
|
|
26,441
|
|
||||
Net
|
$
|
102,029
|
|
|
$
|
139,373
|
|
|
$
|
27,778
|
|
|
$
|
27,771
|
|
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
$
|
371,282
|
|
|
$
|
344,733
|
|
Accumulated benefit obligation
|
343,705
|
|
|
311,876
|
|
||
Fair value of plan assets
|
269,253
|
|
|
202,822
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost-benefits earned during the period
|
$
|
8,487
|
|
|
$
|
7,675
|
|
|
$
|
7,834
|
|
|
$
|
636
|
|
|
$
|
601
|
|
|
$
|
543
|
|
Interest cost on projected benefit obligation
|
13,424
|
|
|
15,044
|
|
|
15,684
|
|
|
1,084
|
|
|
1,093
|
|
|
1,084
|
|
||||||
Expected return on assets
|
(17,447
|
)
|
|
(17,186
|
)
|
|
(18,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
279
|
|
|
255
|
|
|
269
|
|
|
—
|
|
|
(344
|
)
|
|
(766
|
)
|
||||||
Amortization of net loss (gain)
|
7,931
|
|
|
8,634
|
|
|
7,980
|
|
|
646
|
|
|
334
|
|
|
285
|
|
||||||
Settlement loss (gain)
|
184
|
|
|
12,313
|
|
|
1,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cost of pension plans which are not significant and have not adopted ASC 715
|
106
|
|
|
122
|
|
|
85
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Net periodic benefit cost
|
$
|
12,964
|
|
|
$
|
26,857
|
|
|
$
|
15,408
|
|
|
$
|
2,366
|
|
|
$
|
1,684
|
|
|
$
|
1,146
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss (gain) arising during the period
|
$
|
644
|
|
|
$
|
23,936
|
|
|
$
|
(397
|
)
|
|
$
|
577
|
|
Amortization of net gain (loss)
|
(7,931
|
)
|
|
(8,634
|
)
|
|
(646
|
)
|
|
(334
|
)
|
||||
Settlement gain (loss)
|
(184
|
)
|
|
(12,313
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit (cost)
|
(279
|
)
|
|
(255
|
)
|
|
—
|
|
|
344
|
|
||||
Total
|
$
|
(7,750
|
)
|
|
$
|
2,734
|
|
|
$
|
(1,043
|
)
|
|
$
|
587
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Prior service cost (credit)
|
$
|
1,465
|
|
|
$
|
1,746
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
104,127
|
|
|
111,598
|
|
|
5,793
|
|
|
6,836
|
|
||||
Net before income taxes
|
105,592
|
|
|
113,344
|
|
|
5,793
|
|
|
6,836
|
|
||||
Income taxes
|
(23,221
|
)
|
|
(39,289
|
)
|
|
(1,275
|
)
|
|
(2,461
|
)
|
||||
Net
|
$
|
82,371
|
|
|
$
|
74,055
|
|
|
$
|
4,518
|
|
|
$
|
4,375
|
|
|
Pension
Benefits
|
|
Postretirement
Medical Benefits
|
||||
Prior service cost (credit)
|
$
|
280
|
|
|
$
|
—
|
|
Net loss (gain)
|
7,468
|
|
|
431
|
|
||
Net before income taxes
|
7,748
|
|
|
431
|
|
||
Income taxes
|
(1,705
|
)
|
|
(95
|
)
|
||
Net
|
$
|
6,043
|
|
|
$
|
336
|
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||
Weighted average assumptions
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
U.S. Plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.5
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
|
2.8
|
%
|
|
2.8
|
%
|
|
N/A
|
|
|
N/A
|
|
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
1.3
|
%
|
|
1.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
1.4
|
%
|
|
0.9
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Postretirement Medical Benefits
|
||||||||||||||
Weighted average assumptions
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.9
|
%
|
|
4.5
|
%
|
|
4.7
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
4.7
|
%
|
Rate of compensation increase
|
|
2.8
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on assets
|
|
7.1
|
%
|
|
7.0
|
%
|
|
7.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
1.0
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
0.9
|
%
|
|
1.0
|
%
|
|
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
|
||||
2019
|
$
|
13,835
|
|
|
$
|
1,573
|
|
2020
|
15,384
|
|
|
1,700
|
|
||
2021
|
16,582
|
|
|
1,771
|
|
||
2022
|
17,914
|
|
|
1,846
|
|
||
2023
|
18,779
|
|
|
1,888
|
|
||
Years 2024-2028
|
106,541
|
|
|
9,592
|
|
|
Buildings
|
|
Vehicles &
Equipment
|
|
Total
|
||||||
2019
|
$
|
6,569
|
|
|
$
|
5,044
|
|
|
$
|
11,613
|
|
2020
|
4,963
|
|
|
3,796
|
|
|
8,759
|
|
|||
2021
|
3,984
|
|
|
2,761
|
|
|
6,745
|
|
|||
2022
|
3,736
|
|
|
1,366
|
|
|
5,102
|
|
|||
2023
|
3,229
|
|
|
492
|
|
|
3,721
|
|
|||
Thereafter
|
1,768
|
|
|
572
|
|
|
2,340
|
|
|||
Total
|
$
|
24,249
|
|
|
$
|
14,031
|
|
|
$
|
38,280
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
406,348
|
|
|
$
|
424,570
|
|
|
$
|
415,936
|
|
|
$
|
406,438
|
|
|
Gross Profit
|
222,421
|
|
|
229,903
|
|
|
221,459
|
|
|
208,756
|
|
|
||||
Net Earnings
|
85,510
|
|
|
89,140
|
|
|
92,681
|
|
|
73,723
|
|
|
||||
Basic Net Earnings per Common Share
|
$
|
0.51
|
|
|
$
|
0.53
|
|
|
$
|
0.55
|
|
|
$
|
0.44
|
|
|
Diluted Net Earnings per Common Share
|
0.49
|
|
|
0.51
|
|
|
0.54
|
|
|
0.43
|
|
|
||||
Cash Dividends Declared per Common Share
|
0.13
|
|
|
0.13
|
|
|
0.13
|
|
|
0.16
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
340,590
|
|
|
$
|
379,483
|
|
|
$
|
379,812
|
|
|
$
|
374,859
|
|
|
Gross Profit
|
185,845
|
|
|
204,510
|
|
|
204,080
|
|
|
200,767
|
|
|
||||
Net Earnings (Loss)
|
60,732
|
|
|
79,828
|
|
|
75,460
|
|
|
36,392
|
|
(1)
|
||||
Basic Net Earnings (Loss) per Common Share
|
$
|
0.36
|
|
|
$
|
0.48
|
|
|
$
|
0.45
|
|
|
$
|
0.22
|
|
(1)
|
Diluted Net Earnings (Loss) per Common Share
|
0.35
|
|
|
0.46
|
|
|
0.43
|
|
|
0.21
|
|
(1)
|
||||
Cash Dividends Declared per Common Share
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.13
|
|
|
(1)
|
Net earnings in the fourth quarter of 2017 included income tax charges totaling
$36 million
to recognize the effects of U.S. federal income tax reform.
|
(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.
|
|
|
Allowance for
Doubtful Accounts
|
||
Balance, December 25, 2015
|
$
|
3,000
|
|
Additions charged to costs and expenses
|
1,200
|
|
|
Deductions from reserves
(1)
|
(100
|
)
|
|
Other additions (deductions)
(2)
|
(200
|
)
|
|
Balance, December 30, 2016
|
3,900
|
|
|
Additions charged to costs and expenses
|
1,600
|
|
|
Deductions from reserves
(1)
|
(1,700
|
)
|
|
Other additions (deductions)
(2)
|
200
|
|
|
Balance, December 29, 2017
|
4,000
|
|
|
Additions charged to costs and expenses
|
1,400
|
|
|
Deductions from reserves
(1)
|
(900
|
)
|
|
Other additions (deductions)
(2)
|
300
|
|
|
Balance, December 28, 2018
|
$
|
4,800
|
|
(1)
|
Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
|
(2)
|
Includes amounts assumed or established in connection with acquisitions and effects of foreign currency translation.
|
*10.11
|
|
|
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
.)
|
|
|
|
|
*10.12
|
|
|
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
.)
|
|
|
|
|
*10.13
|
|
|
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
.)
|
|
|
|
|
*10.14
|
|
|
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
.)
|
|
|
|
|
*10.15
|
|
|
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.
)
|
|
|
|
|
*10.16
|
|
|
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.
)
|
|
|
|
|
*10.17
|
|
|
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.
)
|
|
|
|
|
*10.18
|
|
|
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
.)
|
|
|
|
|
*10.19
|
|
|
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.
)
|
|
|
|
|
*10.20
|
|
|
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.
)
|
|
|
|
|
10.21
|
|
|
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.
)
|
|
|
|
|
10.22
|
|
|
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.
) Fourth amendment to Credit Agreement, dated May 23, 2017, 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 10.2 to the Company's 10-Q filed for the thirteen weeks ended June 30, 2017.
)
|
|
|
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 19, 2019
|
Patrick J. McHale
|
|
|
President and Chief Executive Officer
|
|
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 19, 2019
|
Patrick J. McHale
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ MARK W. SHEAHAN
|
|
February 19, 2019
|
Mark W. Sheahan
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ C
AROLINE
M. C
HAMBERS
|
|
February 19, 2019
|
Caroline M. Chambers
|
|
|
Executive 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
|
Emily C. White
|
|
Director
|
/s/ P
ATRICK
J. M
C
H
ALE
|
|
February 19, 2019
|
Patrick J. McHale
|
|
|
(For himself and as attorney-in-fact)
|
|
|
(a)
|
Default Time of Distribution
. The time of distribution listed below applies if the Participant has not made an election for an alternative time of distribution.
|
(i)
|
Participant is Alive at Commencement
. A Participant’s benefit shall commence as of the first day of the month after the later of the date (i) the Participant attains age 62, or (ii) the Participant has a Separation from Service.
|
(ii)
|
Participant’s Death Before Commencement
. A Participant’s benefit (if any) shall commence as of the first day of the month after the later of the date (i) the Participant would have attained age 62 (if the Participant had not died), or (ii) the Participant has a Separation from Service. See also Section 7.1.4.
|
(a)
|
Default Form of Distribution
. The form of distribution listed below applies if the Participant has not made an election for an alternative form of distribution.
|
(i)
|
Participant is Alive at Commencement
. If a Participant is married at the time distribution of a Participant’s benefit is to commence and the Participant has not made an election as to a form of distribution, a Participant’s benefit shall be paid in the form of a Fifty Percent (50%) Qualified Joint and Survivor Annuity (a joint and survivor annuity paid over the life of the Participant and the annuity reduced and 50% of the annuity paid to the spouse after the Participant’s death if the spouse survives the Participant, although the annuity shall not be subject to the rules governing qualified joint and survivor annuities under the Code). If a Participant is single at the time distribution of a Participant’s benefit is to commence and the Participant has not made an election as to a form of distribution, a Participant’s benefit shall be paid in the form of a Single Life Annuity.
|
(ii)
|
Participant’s Death Before Commencement
. If a Participant is married and dies before distribution of the Participant’s benefit is to commence, and the Participant has not made an election as to a form of distribution, then a Participant’s benefit shall be paid to the Participant’s spouse as the survivor annuity portion of a Fifty Percent (50%) Qualified Joint and Survivor Annuity (a joint and survivor annuity paid over the life of the Participant and the annuity reduced and 50% of the annuity paid to the spouse after the Participant’s death if the spouse survives the Participant, although the annuity shall not be subject to the rules governing qualified joint and survivor annuities under the Code). If a Participant dies before distribution of the Participant’s benefit is to commence, the Participant is single, and the Participant has not made an election as to a form of distribution, then no benefit will be paid under the Plan. See also Section 7.1.4.
|
(b)
|
Election to Change the Form or Delay the Time of Distribution
. A Participant may make an election to change the form or delay the time of distribution.
|
(i)
|
Change from One Annuity to Another Annuity Form of Distribution
. If a Participant’s form of distribution before the change is an annuity form of distribution, the Participant may change the annuity form of distribution to another annuity form of distribution that is actuarially equivalent applying reasonable actuarial methods and assumptions. This election to change the annuity form of distribution is to be made at least thirty (30) days before the annuity distribution is to commence. A change in annuity form of distribution under this provision shall not change the annuity commencement date (if a Participant wants to delay the annuity commencement date, the Participant must make an election under Section 7.1.2(b)(ii)).
|
(ii)
|
Delay in Annuity Commencement Date
. If a Participant’s form of distribution before an election is an annuity form of distribution, the Participant may delay the annuity commencement date. This election to delay the annuity commencement date (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) for an annuity to commence on a specified date (but not upon a Participant’s Separation from Service, Disability, or death), must be made at least twelve (12) months before the annuity commencement date in place before the election, and (iii) must delay the annuity commencement date by at least five (5) years (the new annuity commencement date must be at least five (5) years after the annuity commencement date in place before the election to delay distribution). An election form that does not satisfy the requirements of the preceding sentence shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.
|
(iii)
|
Change from a Lump Sum to an Annuity Form of Distribution or from an Annuity to a Lump Sum Form of Distribution
. If a Participant wants to change the Participant’s form of distribution from a lump sum distribution to an annuity distribution or from an annuity distribution to a lump sum distribution, the requirements of this Section 7.1.2(b)(iii) shall apply. The election to change a lump sum distribution to an annuity distribution (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) for a lump sum distribution to be paid on a specified date (but not upon a Participant’s Separation from Service, Disability, or death), must be made at least twelve (12) months before the lump sum distribution date in place before the election, and (iii) must delay the commencement date by at least five (5) years (the annuity commencement date must be at least five (5) years after the lump sum distribution date in place before the election to change the form of distribution). The election to change an annuity distribution to a lump sum distribution (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) for an annuity to commence on a specified date (but not upon a Participant’s Separation from Service, Disability, or death), must be made at least twelve (12) months before the annuity commencement date in place before the election, and (iii) must delay the commencement date by at least five (5) years (the lump sum distribution date must be at least five (5) years after the annuity commencement date in place before the election to change the form of distribution). An election form that does not satisfy the requirements of the preceding sentences shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.
|
(iv)
|
Delay in Lump Sum Distribution Date
. If a Participant’s form of distribution before an election is a lump sum form of distribution, the Participant may delay the lump sum distribution date. This election to delay the lump sum distribution date (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) for a lump sum distribution to be paid on a specified date (but not upon a Participant’s Separation from Service, Disability, or death), must be made at least twelve (12) months before the lump sum distribution date in place before the election, and (iii) must delay the lump sum distribution date by at least five (5) years (the new lump sum distribution date must be at least five (5) years after the lump sum distribution date in place before the election to delay distribution). An election form that does not satisfy the requirements of the preceding sentence shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.
|
(c)
|
Alternate Forms of Distribution
. Subject to satisfying the conditions in Section 7.1.2(b), the Participant may elect to receive distribution in one of the following forms:
|
(i)
|
Retirement Plan Forms of Distribution
. The forms of distribution specified under Section 3.4.2 of the Graco Employee Retirement Plan – Blue. These are:
|
(A)
|
Single Life Annuity.
|
(B)
|
Ten (10) Year Certain and Life Annuity.
|
(C)
|
Fifteen (15) Year Certain and Life Annuity.
|
(D)
|
Fifty Percent (50%) Qualified Joint and Survivor Annuity.
|
(E)
|
Sixty‑Six and Two‑Thirds Percent (66‑2/3%) Qualified Joint and Survivor Annuity.
|
(F)
|
Seventy‑Five Percent (75%) Qualified Joint and Survivor Annuity.
|
(G)
|
One Hundred Percent (100%) Qualified Joint and Survivor Annuity.
|
(H)
|
Fifty Percent (50%) Joint and Survivor Annuity.
|
(I)
|
Sixty‑Six and Two‑Thirds Percent (66‑2/3%) Joint and Survivor Annuity.
|
(J)
|
Seventy‑Five Percent (75%) Joint and Survivor Annuity.
|
(K)
|
One Hundred Percent (100%) Joint and Survivor Annuity.
|
(ii)
|
Lump Sum Payment
. A single lump sum payment.
|
(a)
|
Death Prior to Commencement
.
|
(i)
|
Single Life Annuity
. If the Participant’s form of distribution based on default or the Participant’s election prior to death is a Single Life Annuity, no benefit will be paid after the Participant’s death.
|
(ii)
|
Term Certain and Life Annuity
. If the Participant’s form of distribution based on the Participant’s election prior to death is a Ten (10) Year Certain and Life Annuity or a Fifteen (15) Year Certain and Life Annuity, after the Participant’s death the monthly benefit will be paid for ten (10) years or fifteen (15) years (as applicable) to the Participant’s Beneficiary.
|
(iii)
|
Qualified Joint and Survivor Annuity or Joint and Survivor Annuity
. If the Participant’s form of distribution based on default or the Participant’s election prior to death is a Qualified Joint and Survivor Annuity or a Joint and Survivor Annuity, after the Participant’s death the applicable survivor benefit will be paid for the life of the spouse or Joint Annuitant (as applicable). Notwithstanding the foregoing, if the Participant’s spouse or Joint Annuitant (as applicable) does not survive the Participant, no survivor benefit will be paid.
|
(iv)
|
Lump Sum Payment
. If the Participant’s form of distribution based on the Participant’s election prior to death is a single lump sum, after the Participant’s death the single lump sum will be paid to the Participant’s Beneficiary.
|
(b)
|
Death After Commencement
.
|
(i)
|
Single Life Annuity
. If the Participant’s form of distribution based on default or the Participant’s election prior to death is a Single Life Annuity, no benefit will be paid after the Participant’s death.
|
(ii)
|
Term Certain and Life Annuity
. If the Participant’s form of distribution based on the Participant’s election prior to death is a Ten (10) Year Certain and Life Annuity and the Participant dies before ten (10) years of monthly distributions have been made, then after the Participant’s death monthly distributions will be paid to the Participant’s Beneficiary until the total period of distributions to the Participant and the Beneficiary total ten (10) years of monthly distributions. If the Participant’s form of distribution based on the Participant’s election prior to death is a Ten (10) Year Certain and Life Annuity and the Participant dies after ten (10) years of monthly distributions have been made, no further benefit will be paid because the ten (10) years of monthly distributions will have already been paid. If the Participant’s form of distribution based on the Participant’s election prior to death is a Fifteen (15) Year Certain and Life Annuity and the Participant dies before fifteen (15) years of monthly distributions have been made, then after the Participant’s death monthly distributions will be paid to the Participant’s Beneficiary until the total period of distributions to the Participant and the Beneficiary total fifteen (15) years of monthly distributions. If the Participant’s form of distribution based on the Participant’s election prior to death is a Fifteen (15) Year Certain and Life Annuity and the Participant dies after fifteen (15) years of monthly distributions have been made, no further benefit will be paid because the fifteen (15) years of monthly distributions will have already been paid.
|
(iii)
|
Qualified Joint and Survivor Annuity or Joint and Survivor Annuity
. If the Participant’s form of distribution based on default or the Participant’s election prior to death is a Qualified Joint and Survivor Annuity or a Joint and Survivor Annuity, after the Participant’s death the applicable survivor benefit will be paid for the life of the spouse or Joint Annuitant (as applicable). Notwithstanding the foregoing, if the Participant’s spouse or Joint Annuitant (as applicable) does not survive the Participant, no survivor benefit will be paid.
|
(iv)
|
Lump Sum Payment
. If the Participant’s form of distribution based on the Participant’s election prior to death is a single lump sum, no further benefit will be paid because the single lump sum will have already been paid.
|
(c)
|
No Changes to Time and Form of Payment
. Once benefits commence, neither the Participant nor the Participant’s spouse, Joint Annuitant, Beneficiary or any other party may change the time and form of distribution. If a Participant dies, neither the Participant’s spouse, Joint Annuitant, Beneficiary nor any other party may change the time and form of distribution. Once benefits have commenced, the remainder of the undistributed benefit shall be distributed in the form commenced before the Participant’s death.
|
Subsidiary
|
Jurisdiction
of Organization
|
Ownership
Type
1
|
Percent
Owned
|
AdvanJet
|
California, USA
|
Direct
|
100%
|
Alco Components Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Alco Valves Group 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%
|
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%
|
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 (D) 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 Malaysia Sdn. Bhd.
|
Malaysia
|
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 (Shanghai) Co., Ltd.
|
P.R. China
|
Indirect
|
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 Limited
|
England and Wales, UK
|
Indirect
|
100%
|
Q.E.D. Environmental Systems, Inc.
|
Michigan, USA
|
Direct
|
100%
|
SAT (Surface Aluminium Technologies) S.r.l.
|
Italy
|
Indirect
|
100%
|
Smith Surface Preparation Systems Inc.
|
Minnesota, USA
|
Direct
|
100%
|
Staffordshire Hydraulic Services Limited
|
England and Wales, UK
|
Indirect
|
100%
|
White Knight Fluid Handling Inc.
|
Minnesota, USA
|
Direct
|
100%
|
|
Date
|
|
|
/s/ WILLIAM J. CARROLL
|
February 15, 2019
|
William J. Carroll
|
|
|
|
/s/ ERIC P. ETCHART
|
February 15, 2019
|
Eric P. Etchart
|
|
|
|
/s/ JACK W. EUGSTER
|
February 15, 2019
|
Jack W. Eugster
|
|
|
|
/s/ JODY H. FERAGEN
|
February 15, 2019
|
Jody H. Feragen
|
|
|
|
/s/ J. KEVIN GILLIGAN
|
February 15, 2019
|
J. Kevin Gilligan
|
|
|
|
/s/ PATRICK J. MCHALE
|
February 15, 2019
|
Patrick J. McHale
|
|
|
|
/s/ LEE R. MITAU
|
February 15, 2019
|
Lee R. Mitau
|
|
|
|
/s/ MARTHA A. MORFITT
|
February 15, 2019
|
Martha A. Morfitt
|
|
|
|
/s/ R. WILLIAM VAN SANT
|
February 15, 2019
|
R. William Van Sant
|
|
|
|
/s/ EMILY C. WHITE
|
February 15, 2019
|
Emily C. White
|
|
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 19, 2019
|
|
/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:
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a)
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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
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b)
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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.
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Date:
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February 19, 2019
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/s/ MARK W. SHEAHAN
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Mark W. Sheahan
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Chief Financial Officer and Treasurer
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Date:
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February 19, 2019
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/s/ P
ATRICK
J. M
C
H
ALE
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Patrick J. McHale
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President and Chief Executive Officer
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Date:
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February 19, 2019
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/s/ MARK W. SHEAHAN
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Mark W. Sheahan
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Chief Financial Officer and Treasurer
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