UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June 25,~~September 24, 2021

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-09249


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


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


88 - 11th Avenue N.E.
Minneapolis,	Minnesota	55413
(Address of principal executive offices)		(Zip Code)


(612)			623-6000
(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	GGG	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

~~169,741,603~~169,965,576 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of ~~July 14,~~October 13, 2021.

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Statements of Earnings

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to Consolidated Financial Statements

Item 2.

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

1516

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2122

Item 4.

Controls and Procedures

2122

PART II - OTHER INFORMATION

Item 1A.

Risk Factors

2122

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

EXHIBITS

PART I Item 1.

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited) (In thousands except per share amounts)


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net Sales	Net Sales	$	507,164	$	366,892	$	961,293	$	740,459	Net Sales	$	486,696	$	439,316	$	1,447,989	$	1,179,775
Cost of products sold	Cost of products sold	243,340		184,363		450,135		359,299		Cost of products sold	238,462		210,363		688,597		569,662
Gross Profit	Gross Profit	263,824		182,529		511,158		381,160		Gross Profit	248,234		228,953		759,392		610,113
Product development	Product development	21,406		17,948		40,977		35,029		Product development	19,762		17,715		60,739		52,744
Selling, marketing and distribution	Selling, marketing and distribution	69,126		48,831		131,354		106,219		Selling, marketing and distribution	66,078		54,009		197,432		160,228
General and administrative	General and administrative	39,449		36,015		76,698		70,365		General and administrative	37,795		31,957		114,493		102,322
Impairment	Impairment	0		34,962		0		34,962		Impairment	—		267		—		35,229
Operating Earnings	Operating Earnings	133,843		44,773		262,129		134,585		Operating Earnings	124,599		125,005		386,728		259,590

Interest expense	Interest expense	2,528		3,258		4,956		5,744		Interest expense	2,500		2,964		7,456		8,708

Other expense, net	Other expense, net	(434)		(510)		(313)		4,713		Other expense, net	344		1,025		31		5,738
Earnings Before Income Taxes	Earnings Before Income Taxes	131,749		42,025		257,486		124,128		Earnings Before Income Taxes	121,755		121,016		379,241		245,144
Income taxes	Income taxes	21,631		13,193		41,681		22,478		Income taxes	17,926		6,901		59,607		29,379
Net Earnings	Net Earnings	$	110,118	$	28,832	$	215,805	$	101,650	Net Earnings	$	103,829	$	114,115	$	319,634	$	215,765
Net Earnings per Common Share	Net Earnings per Common Share									Net Earnings per Common Share
Basic	Basic	$	0.65	$	0.17	$	1.27	$	0.61	Basic	$	0.61	$	0.68	$	1.89	$	1.29
Diluted	Diluted	$	0.63	$	0.17	$	1.24	$	0.59	Diluted	$	0.59	$	0.66	$	1.83	$	1.26

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) (In thousands)


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net Earnings	Net Earnings	$	110,118	$	28,832	$	215,805	$	101,650	Net Earnings	$	103,829	$	114,115	$	319,634	$	215,765
Components of other comprehensive income (loss)	Components of other comprehensive income (loss)									Components of other comprehensive income (loss)
Cumulative translation adjustment	Cumulative translation adjustment	5,693		6,756		(4,777)		2,079		Cumulative translation adjustment	(3,537)		30,966		(8,314)		33,045
Pension and postretirement medical liability adjustment	Pension and postretirement medical liability adjustment	2,373		2,446		5,681		5,195		Pension and postretirement medical liability adjustment	2,559		2,313		8,240		7,508
Income taxes - pension and postretirement medical liability adjustment	Income taxes - pension and postretirement medical liability adjustment	(535)		(554)		(1,207)		(1,169)		Income taxes - pension and postretirement medical liability adjustment	(564)		(512)		(1,771)		(1,681)
Other comprehensive income (loss)	Other comprehensive income (loss)	7,531		8,648		(303)		6,105		Other comprehensive income (loss)	(1,542)		32,767		(1,845)		38,872
Comprehensive Income	Comprehensive Income	$	117,649	$	37,480	$	215,502	$	107,755	Comprehensive Income	$	102,287	$	146,882	$	317,789	$	254,637

See notes to consolidated financial statements.

Table of Contents

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands)


		June 25, 2021		December 25, 2020			September 24, 2021		December 25, 2020
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	482,787	$	378,909	Cash and cash equivalents	$	603,828	$	378,909
Accounts receivable, less allowances of $4,400 and $4,400		354,222		314,946
Accounts receivable, less allowances of $4,200 and $4,400						Accounts receivable, less allowances of $4,200 and $4,400	324,284		314,946
Inventories	Inventories	337,525		285,704		Inventories	362,932		285,704
Other current assets	Other current assets	29,418		44,242		Other current assets	42,027		44,242
Total current assets	Total current assets	1,203,952		1,023,801		Total current assets	1,333,071		1,023,801

Property, Plant and Equipment, net	Property, Plant and Equipment, net	387,906		350,750		Property, Plant and Equipment, net	416,518		350,750
Goodwill	Goodwill	358,449		347,603		Goodwill	357,014		347,603
Other Intangible Assets, net	Other Intangible Assets, net	159,861		160,669		Other Intangible Assets, net	154,364		160,669
Operating Lease Assets	Operating Lease Assets	38,931		37,807		Operating Lease Assets	37,336		37,807
Deferred Income Taxes	Deferred Income Taxes	33,949		25,828		Deferred Income Taxes	32,842		25,828
Other Assets	Other Assets	46,157		41,670		Other Assets	46,183		41,670
Total Assets	Total Assets	$	2,229,205	$	1,988,128	Total Assets	$	2,377,328	$	1,988,128
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Notes payable to banks	Notes payable to banks	$	13,130	$	22,183	Notes payable to banks	$	50,323	$	22,183

Trade accounts payable	Trade accounts payable	76,074		58,305		Trade accounts payable	86,858		58,305
Salaries and incentives	Salaries and incentives	61,478		52,005		Salaries and incentives	76,265		52,005
Dividends payable	Dividends payable	31,893		31,636		Dividends payable	31,937		31,636
Other current liabilities	Other current liabilities	176,149		157,260		Other current liabilities	181,831		157,260
Total current liabilities	Total current liabilities	358,724		321,389		Total current liabilities	427,214		321,389
Long-term Debt	Long-term Debt	150,000		150,000		Long-term Debt	150,000		150,000
Retirement Benefits and Deferred Compensation	Retirement Benefits and Deferred Compensation	184,973		184,747		Retirement Benefits and Deferred Compensation	183,254		184,747
Operating Lease Liabilities	Operating Lease Liabilities	31,639		29,224		Operating Lease Liabilities	30,389		29,224
Deferred Income Taxes	Deferred Income Taxes	11,568		10,264		Deferred Income Taxes	11,099		10,264
Other Non-current Liabilities	Other Non-current Liabilities	11,038		8,600		Other Non-current Liabilities	11,023		8,600

Shareholders’ Equity	Shareholders’ Equity					Shareholders’ Equity
Common stock	Common stock	169,667		168,568		Common stock	169,954		168,568
Additional paid-in-capital	Additional paid-in-capital	715,635		671,206		Additional paid-in-capital	728,015		671,206
Retained earnings	Retained earnings	720,429		568,295		Retained earnings	792,390		568,295
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(124,468)		(124,165)		Accumulated other comprehensive income (loss)	(126,010)		(124,165)
Total shareholders’ equity	Total shareholders’ equity	1,481,263		1,283,904		Total shareholders’ equity	1,564,349		1,283,904
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	2,229,205	$	1,988,128	Total Liabilities and Shareholders’ Equity	$	2,377,328	$	1,988,128

See notes to consolidated financial statements.

Table of Contents

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)


		Six Months Ended					Nine Months Ended
		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020
Cash Flows From Operating Activities	Cash Flows From Operating Activities					Cash Flows From Operating Activities
Net Earnings	Net Earnings	$	215,805	$	101,650	Net Earnings	$	319,634	$	215,765
Adjustments to reconcile net earnings to net cash provided by operating activities	Adjustments to reconcile net earnings to net cash provided by operating activities					Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization	Depreciation and amortization	29,812		26,966		Depreciation and amortization	44,846		40,714
Deferred income taxes	Deferred income taxes	(10,313)		1,366		Deferred income taxes	(10,219)		(653)
Share-based compensation	Share-based compensation	13,745		15,445		Share-based compensation	19,882		21,434
Impairment	Impairment	0		34,962		Impairment	—		35,229
Change in	Change in					Change in
Accounts receivable	Accounts receivable	(38,747)		(19,705)		Accounts receivable	(10,793)		(48,733)
Inventories	Inventories	(51,359)		(22,662)		Inventories	(77,531)		(13,506)
Trade accounts payable	Trade accounts payable	14,496		342		Trade accounts payable	14,033		6,547
Salaries and incentives	Salaries and incentives	8,334		(16,677)		Salaries and incentives	22,770		(10,493)
Retirement benefits and deferred compensation	Retirement benefits and deferred compensation	5,980		6,134		Retirement benefits and deferred compensation	6,676		9,734
Other accrued liabilities	Other accrued liabilities	32,399		12,578		Other accrued liabilities	27,307		4,868
Other	Other	(105)		2,151		Other	626		1,813
Net cash provided by operating activities	Net cash provided by operating activities	220,047		142,550		Net cash provided by operating activities	357,231		262,719
Cash Flows From Investing Activities	Cash Flows From Investing Activities					Cash Flows From Investing Activities
Property, plant and equipment additions	Property, plant and equipment additions	(54,759)		(32,613)		Property, plant and equipment additions	(82,628)		(45,756)
Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(19,322)		(27,173)		Acquisition of businesses, net of cash acquired	(19,386)		(27,557)
Other	Other	(112)		(245)		Other	(102)		(70)
Net cash used in investing activities	Net cash used in investing activities	(74,193)		(60,031)		Net cash used in investing activities	(102,116)		(73,383)
Cash Flows From Financing Activities	Cash Flows From Financing Activities					Cash Flows From Financing Activities
Borrowings (payments) on short-term lines of credit, net		(9,282)		(768)
Borrowings on short-term lines of credit, net						Borrowings on short-term lines of credit, net	27,880		21,506
Borrowings on long-term lines of credit	Borrowings on long-term lines of credit	0		250,000		Borrowings on long-term lines of credit	—		250,000
Payments on long-term debt and lines of credit	Payments on long-term debt and lines of credit	(70)		0		Payments on long-term debt and lines of credit	(69)		(125,000)
Payments of debt issuance costs	Payments of debt issuance costs	(1,422)		0		Payments of debt issuance costs	(1,422)		—
Common stock issued	Common stock issued	33,216		42,217		Common stock issued	40,445		57,949
Common stock repurchased	Common stock repurchased	0		(102,143)		Common stock repurchased	—		(102,143)
Taxes paid related to net share settlement of equity awards	Taxes paid related to net share settlement of equity awards	0		(1,796)		Taxes paid related to net share settlement of equity awards	—		(1,797)
Cash dividends paid	Cash dividends paid	(63,414)		(58,490)		Cash dividends paid	(95,238)		(87,665)
Net cash provided by financing activities	Net cash provided by financing activities	(40,972)		129,020		Net cash provided by financing activities	(28,404)		12,850
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(1,004)		196		Effect of exchange rate changes on cash	(1,792)		1,515
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	103,878		211,735		Net increase in cash and cash equivalents	224,919		203,701
Cash and Cash Equivalents	Cash and Cash Equivalents					Cash and Cash Equivalents
Beginning of year	Beginning of year	378,909		220,973		Beginning of year	378,909		220,973
End of period	End of period	$	482,787	$	432,708	End of period	$	603,828	$	424,674

See notes to consolidated financial statements.

Table of Contents

GRACO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited) (In thousands)

Common
Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total


Three Months Ended June 25, 2021
Balance, March 26, 2021		$	169,413	$	702,829	$	642,259	$	(131,999)	$	1,382,502
Three Months Ended September 24, 2021												Three Months Ended September 24, 2021
Balance, June 25, 2021												Balance, June 25, 2021	$	169,667	$	715,635	$	720,429	$	(124,468)	$	1,481,263

Shares issued	Shares issued	254		8,838		0		0		9,092		Shares issued	287		6,942		—		—		7,229

Stock compensation cost	Stock compensation cost	0		6,304		0		0		6,304		Stock compensation cost	—		5,438		—		—		5,438

Restricted stock canceled (issued)		0		(2,336)		0		0		(2,336)

Net earnings	Net earnings	0		0		110,118		0		110,118		Net earnings	—		—		103,829		—		103,829
Dividends declared ($0.188 per share)	Dividends declared ($0.188 per share)	0		0		(31,948)		0		(31,948)		Dividends declared ($0.188 per share)	—		—		(31,868)		—		(31,868)

Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		7,531		7,531		Other comprehensive income (loss)	—		—		—		(1,542)		(1,542)
Balance, June 25, 2021		$	169,667	$	715,635	$	720,429	$	(124,468)	$	1,481,263
Balance, September 24, 2021												Balance, September 24, 2021	$	169,954	$	728,015	$	792,390	$	(126,010)	$	1,564,349


Six Months Ended June 25, 2021
Nine Months Ended September 24, 2021												Nine Months Ended September 24, 2021
Balance, December 25, 2020	Balance, December 25, 2020	$	168,568	$	671,206	$	568,295	$	(124,165)	$	1,283,904	Balance, December 25, 2020	$	168,568	$	671,206	$	568,295	$	(124,165)	$	1,283,904

Shares issued	Shares issued	1,099		34,453		0		0		35,552		Shares issued	1,386		41,395		—		—		42,781

Stock compensation cost	Stock compensation cost	0		12,312		0		0		12,312		Stock compensation cost	—		17,750		—		—		17,750

Restricted stock canceled (issued)	Restricted stock canceled (issued)	0		(2,336)		0		0		(2,336)		Restricted stock canceled (issued)	—		(2,336)		—		—		(2,336)
Net earnings	Net earnings	0		0		215,805		0		215,805		Net earnings	—		—		319,634		—		319,634
Dividends declared ($0.375 per share)		0		0		(63,671)		0		(63,671)
Dividends declared ($0.563 per share)												Dividends declared ($0.563 per share)	—		—		(95,539)		—		(95,539)

Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		(303)		(303)		Other comprehensive income (loss)	—		—		—		(1,845)		(1,845)
Balance, June 25, 2021		$	169,667	$	715,635	$	720,429	$	(124,468)	$	1,481,263
Balance, September 24, 2021												Balance, September 24, 2021	$	169,954	$	728,015	$	792,390	$	(126,010)	$	1,564,349


Three Months Ended June 26, 2020
Balance, March 27, 2020		$	166,840	$	612,698	$	411,450	$	(172,330)	$	1,018,658
Three Months Ended September 25, 2020												Three Months Ended September 25, 2020
Balance, June 26, 2020												Balance, June 26, 2020	$	166,693	$	623,803	$	400,154	$	(163,682)	$	1,026,968

Shares issued	Shares issued	113		3,951		0		0		4,064		Shares issued	751		14,981		—		—		15,732
Shares repurchased		(260)		(904)		(10,950)		0		(12,114)

Stock compensation cost	Stock compensation cost	0		8,058		0		0		8,058		Stock compensation cost	—		5,415		—		—		5,415

Net earnings	Net earnings	0		0		28,832		0		28,832		Net earnings	—		—		114,115		—		114,115
Dividends declared ($0.175 per share)	Dividends declared ($0.175 per share)	0		0		(29,178)		0		(29,178)		Dividends declared ($0.175 per share)	—		—		(29,060)		—		(29,060)

Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		8,648		8,648		Other comprehensive income (loss)	—		—		—		32,767		32,767
Balance, June 26, 2020		$	166,693	$	623,803	$	400,154	$	(163,682)	$	1,026,968
Balance, September 25, 2020												Balance, September 25, 2020	$	167,444	$	644,199	$	485,209	$	(130,915)	$	1,165,937


Six Months Ended June 26, 2020
Nine Months Ended September 25, 2020												Nine Months Ended September 25, 2020
Balance, December 27, 2019	Balance, December 27, 2019	$	167,287	$	578,440	$	448,991	$	(169,787)	$	1,024,931	Balance, December 27, 2019	$	167,287	$	578,440	$	448,991	$	(169,787)	$	1,024,931

Shares issued	Shares issued	1,733		39,418		0		0		41,151		Shares issued	2,484		54,399		—		—		56,883
Shares repurchased	Shares repurchased	(2,327)		(8,047)		(91,769)		0		(102,143)		Shares repurchased	(2,327)		(8,047)		(91,769)		—		(102,143)
Stock compensation cost	Stock compensation cost	0		13,992		0		0		13,992		Stock compensation cost	—		19,407		—		—		19,407

Net earnings	Net earnings	0		0		101,650		0		101,650		Net earnings	—		—		215,765		—		215,765
Dividends declared ($0.350 per share)		0		0		(58,718)		0		(58,718)
Dividends declared ($0.525 per share)												Dividends declared ($0.525 per share)	—		—		(87,778)		—		(87,778)

Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		6,105		6,105		Other comprehensive income (loss)	—		—		—		38,872		38,872
Balance, June 26, 2020		$	166,693	$	623,803	$	400,154	$	(163,682)	$	1,026,968
Balance, September 25, 2020												Balance, September 25, 2020	$	167,444	$	644,199	$	485,209	$	(130,915)	$	1,165,937

See notes to consolidated financial statements.

Table of Contents

GRACO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Basis of Presentation

The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of ~~June 25,~~September 24, 2021 and the related statements of earnings, comprehensive income and shareholders' equity for the three and ~~six~~nine months ended ~~June 25,~~September 24, 2021 and ~~June 26,~~September 25, 2020, and cash flows for the ~~six~~nine months ended ~~June 25,~~September 24, 2021 and ~~June 26,~~September 25, 2020 have been prepared by the Company and have not been audited.

In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of ~~June 25,~~September 24, 2021, and the results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K.

The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.

2.Segment Information

The Company has 3 reportable segments: Industrial, Process and Contractor. Sales and operating earnings by segment were as follows (in thousands):


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net Sales	Net Sales									Net Sales
Industrial	Industrial	$	204,577	$	133,287	$	389,309	$	291,971	Industrial	$	211,030	$	172,805	$	600,339	$	464,776
Process	Process	97,233		77,759		188,606		163,837		Process	96,184		78,773		284,790		242,610
Contractor	Contractor	205,354		155,846		383,378		284,651		Contractor	179,482		187,738		562,860		472,389
Total	Total	$	507,164	$	366,892	$	961,293	$	740,459	Total	$	486,696	$	439,316	$	1,447,989	$	1,179,775
Operating Earnings	Operating Earnings									Operating Earnings
Industrial	Industrial	$	69,368	$	37,001	$	134,611	$	87,234	Industrial	$	73,294	$	60,776	$	207,905	$	148,010
Process	Process	21,676		11,672		43,409		29,783		Process	21,514		16,187		64,923		45,970
Contractor	Contractor	49,997		41,109		98,163		69,739		Contractor	36,177		54,841		134,340		124,580
Unallocated corporate (expense)	Unallocated corporate (expense)	(7,198)		(10,047)		(14,054)		(17,209)		Unallocated corporate (expense)	(6,386)		(6,532)		(20,440)		(23,741)
Impairment	Impairment	0		(34,962)		0		(34,962)		Impairment	—		(267)		—		(35,229)
Total	Total	$	133,843	$	44,773	$	262,129	$	134,585	Total	$	124,599	$	125,005	$	386,728	$	259,590

Assets by segment were as follows (in thousands):


		June 25, 2021		December 25, 2020			September 24, 2021		December 25, 2020
Industrial	Industrial	$	689,675	$	632,165	Industrial	$	694,616	$	632,165
Process	Process	418,473		404,370		Process	427,020		404,370
Contractor	Contractor	491,189		438,067		Contractor	484,933		438,067
Unallocated corporate	Unallocated corporate	629,868		513,526		Unallocated corporate	770,759		513,526
Total	Total	$	2,229,205	$	1,988,128	Total	$	2,377,328	$	1,988,128

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Geographic information follows (in thousands):


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net Sales (based on customer location)	Net Sales (based on customer location)									Net Sales (based on customer location)
United States	United States	$	263,722	$	205,789	$	495,223	$	404,032	United States	$	244,086	$	247,197	$	739,309	$	651,229
Other countries	Other countries	243,442		161,103		466,070		336,427		Other countries	242,610		192,119		708,680		528,546
Total	Total	$	507,164	$	366,892	$	961,293	$	740,459	Total	$	486,696	$	439,316	$	1,447,989	$	1,179,775


		June 25, 2021		December 25, 2020			September 24, 2021		December 25, 2020
Long-lived Assets	Long-lived Assets					Long-lived Assets
United States	United States	$	326,395	$	301,643	United States	$	354,837	$	301,643
Other countries	Other countries	61,511		49,107		Other countries	61,681		49,107
Total	Total	$	387,906	$	350,750	Total	$	416,518	$	350,750

3.Earnings per Share

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net earnings available to common shareholders	Net earnings available to common shareholders	$	110,118	$	28,832	$	215,805	$	101,650	Net earnings available to common shareholders	$	103,829	$	114,115	$	319,634	$	215,765
Weighted average shares outstanding for basic earnings per share	Weighted average shares outstanding for basic earnings per share	169,594		166,663		169,271		167,320		Weighted average shares outstanding for basic earnings per share	169,834		167,102		169,459		167,248
Dilutive effect of stock options computed using the treasury stock method and the average market price	Dilutive effect of stock options computed using the treasury stock method and the average market price	4,978		3,886		4,939		4,276		Dilutive effect of stock options computed using the treasury stock method and the average market price	4,940		4,551		4,939		4,367
Weighted average shares outstanding for diluted earnings per share	Weighted average shares outstanding for diluted earnings per share	174,572		170,549		174,210		171,596		Weighted average shares outstanding for diluted earnings per share	174,774		171,653		174,398		171,615
Basic earnings per share	Basic earnings per share	$	0.65	$	0.17	$	1.27	$	0.61	Basic earnings per share	$	0.61	$	0.68	$	1.89	$	1.29
Diluted earnings per share	Diluted earnings per share	$	0.63	$	0.17	$	1.24	$	0.59	Diluted earnings per share	$	0.59	$	0.66	$	1.83	$	1.26

Stock options to purchase ~~737,000~~428,000 and ~~2,530,000~~1,281,000 shares were not included in the ~~June 25,~~September 24, 2021 and ~~June 26,~~September 25, 2020 computations of diluted earnings per share, respectively, because they would have been anti-dilutive.

4.Share-Based Awards

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


		Option Shares	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price			Option Shares	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
Outstanding, December 25, 2020	Outstanding, December 25, 2020	10,208	$	35.02	6,553	$	28.02	Outstanding, December 25, 2020	10,208	$	35.02	6,553	$	28.02
Granted	Granted	841	72.21					Granted	841	72.21
Exercised	Exercised	(674)	22.69					Exercised	(958)	23.28
Canceled	Canceled	(14)	43.06					Canceled	(131)	54.75
Outstanding, June 25, 2021		10,361	$	38.84	7,196	$	31.31
Outstanding, September 24, 2021								Outstanding, September 24, 2021	9,960	$	39.03	7,627	$	33.49

The Company recognized year-to-date share-based compensation of ~~$13.7~~$19.9 million in 2021 and ~~$15.4~~$21.4 million in 2020. As of ~~June 25,~~September 24, 2021, there was ~~$17.9~~$12.6 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of ~~3.0~~2.7 years.

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions and results:


		Six Months Ended							Nine Months Ended
		June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020
Expected life in years	Expected life in years	7.5			7.5			Expected life in years	7.5			7.5
Interest rate	Interest rate	1.2		%	1.5		%	Interest rate	1.2		%	1.5		%
Volatility	Volatility	25.3		%	22.0		%	Volatility	25.3		%	22.0		%
Dividend yield	Dividend yield	1.0		%	1.3		%	Dividend yield	1.0		%	1.3		%
Weighted average fair value per share	Weighted average fair value per share	$	18.91		$	12.18		Weighted average fair value per share	$	18.91		$	12.18

Under the Company’s Employee Stock Purchase Plan, the Company issued 416,000 shares in 2021 and 400,000 shares in 2020. The fair value of the employees’ purchase rights under this Plan was estimated on the date of grant. The benefit of the 15 percent discount from the lesser of the fair market value per common share on the first day and the last day of the plan year was added to the fair value of the employees’ purchase rights determined using the Black-Scholes option-pricing model with the following assumptions and results:


		Six Months Ended							Nine Months Ended
		June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020
Expected life in years	Expected life in years	1.0			1.0			Expected life in years	1.0			1.0
Interest rate	Interest rate	0.1		%	1.5		%	Interest rate	0.1		%	1.5		%
Volatility	Volatility	40.1		%	21.9		%	Volatility	40.1		%	21.9		%
Dividend yield	Dividend yield	1.1		%	1.4		%	Dividend yield	1.1		%	1.4		%
Weighted average fair value per share	Weighted average fair value per share	$	21.50		$	11.55		Weighted average fair value per share	$	21.50		$	11.55

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5.Retirement Benefits

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Pension Benefits	Pension Benefits									Pension Benefits
Service cost	Service cost	$	2,724	$	2,193	$	5,445	$	4,615	Service cost	$	1,674	$	2,392	$	7,119	$	7,007
Interest cost	Interest cost	2,976		3,227		5,957		6,634		Interest cost	2,519		3,351		8,476		9,985
Expected return on assets	Expected return on assets	(5,131)		(4,651)		(10,261)		(9,401)		Expected return on assets	(5,412)		(4,706)		(15,673)		(14,107)
Amortization and other	Amortization and other	2,555		2,517		5,106		5,238		Amortization and other	2,148		2,777		7,254		8,015
Net periodic benefit cost	Net periodic benefit cost	$	3,124	$	3,286	$	6,247	$	7,086	Net periodic benefit cost	$	929	$	3,814	$	7,176	$	10,900
Postretirement Medical	Postretirement Medical									Postretirement Medical
Service cost	Service cost	$	175	$	130	$	350	$	305	Service cost	$	153	$	152	$	503	$	457
Interest cost	Interest cost	250		260		500		508		Interest cost	124		254		624		762
Amortization	Amortization	250		190		500		367		Amortization	252		183		752		550
Net periodic benefit cost	Net periodic benefit cost	$	675	$	580	$	1,350	$	1,180	Net periodic benefit cost	$	529	$	589	$	1,879	$	1,769

Subsequent Event

Subsequent to the end of the third quarter, the Company entered into an agreement under which approximately $63 million of $414 million in pension obligations in its two U.S. funded defined benefit pension plans were transferred to an insurance company.

Under the agreement, the Company will purchase a group annuity contract for approximately 421 plan participants that will provide for an irrevocable commitment to make annuity payments to the affected participants. The payment obligation and administration thereof for the affected participants will be transferred from the pension plans to the insurance company. The transfer will not change the amount of the monthly pension benefits received by the affected participants. The smaller of the two pension plans will be merged into the larger plan in the fourth quarter of 2021, with the larger plan being the surviving plan.

This arrangement is part of the Company’s effort to reduce the overall size and volatility of its pension plan obligations. The purchase of the group annuity contract will be funded through existing plan assets. The Company expects to recognize a non-cash pension settlement loss of approximately $12 million before tax in the fourth quarter of 2021. This charge represents the acceleration of deferred charges currently accrued in accumulated other comprehensive income. The actual amount of the settlement loss will depend on the value of plan assets and the discount rate as of the measurement date.

910

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6.Shareholders’ Equity

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


		Pension and Postretirement Medical		Cumulative Translation Adjustment		Total			Pension and Postretirement Medical		Cumulative Translation Adjustment		Total
Three Months Ended June 25, 2021
Balance, March 26, 2021		$	(111,493)	$	(20,506)	$	(131,999)
Three Months Ended September 24, 2021								Three Months Ended September 24, 2021
Balance, June 25, 2021								Balance, June 25, 2021	$	(109,655)	$	(14,813)	$	(124,468)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	0		5,693		5,693		Other comprehensive income (loss) before reclassifications	—		(3,537)		(3,537)
Reclassified to pension cost and deferred tax	Reclassified to pension cost and deferred tax	1,838		0		1,838		Reclassified to pension cost and deferred tax	1,995		—		1,995

Balance, June 25, 2021		$	(109,655)	$	(14,813)	$	(124,468)
Balance, September 24, 2021								Balance, September 24, 2021	$	(107,660)	$	(18,350)	$	(126,010)


Six Months Ended June 25, 2021
Nine Months Ended September 24, 2021								Nine Months Ended September 24, 2021
Balance, December 25, 2020	Balance, December 25, 2020	$	(114,129)	$	(10,036)	$	(124,165)	Balance, December 25, 2020	$	(114,129)	$	(10,036)	$	(124,165)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	0		(4,777)		(4,777)		Other comprehensive income (loss) before reclassifications	—		(8,314)		(8,314)
Reclassified to pension cost and deferred tax	Reclassified to pension cost and deferred tax	4,474		0		4,474		Reclassified to pension cost and deferred tax	6,469		—		6,469

Balance, June 25, 2021		$	(109,655)	$	(14,813)	$	(124,468)
Balance, September 24, 2021								Balance, September 24, 2021	$	(107,660)	$	(18,350)	$	(126,010)


Three Months Ended June 26, 2020
Balance, March 27, 2020		$	(111,587)	$	(60,743)	$	(172,330)
Three Months Ended September 25, 2020								Three Months Ended September 25, 2020
Balance, June 26, 2020								Balance, June 26, 2020	$	(109,695)	$	(53,987)	$	(163,682)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	0		6,756		6,756		Other comprehensive income (loss) before reclassifications	—		30,966		30,966
Reclassified to pension cost and deferred tax	Reclassified to pension cost and deferred tax	1,892		0		1,892		Reclassified to pension cost and deferred tax	1,801		—		1,801

Balance, June 26, 2020		$	(109,695)	$	(53,987)	$	(163,682)
Balance, September 25, 2020								Balance, September 25, 2020	$	(107,894)	$	(23,021)	$	(130,915)


Six Months Ended June 26, 2020
Nine Months Ended September 25, 2020								Nine Months Ended September 25, 2020
Balance, December 27, 2019	Balance, December 27, 2019	$	(113,721)	$	(56,066)	$	(169,787)	Balance, December 27, 2019	$	(113,721)	$	(56,066)	$	(169,787)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	0		2,079		2,079		Other comprehensive income (loss) before reclassifications	—		33,045		33,045
Reclassified to pension cost and deferred tax	Reclassified to pension cost and deferred tax	4,026		0		4,026		Reclassified to pension cost and deferred tax	5,827		—		5,827

Balance, June 26, 2020		$	(109,695)	$	(53,987)	$	(163,682)
Balance, September 25, 2020								Balance, September 25, 2020	$	(107,894)	$	(23,021)	$	(130,915)

Amounts related to pension and postretirement medical adjustments are reclassified to non-service components of pension cost that are included within other non-operating expenses.

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7.Receivables and Credit Losses

Accounts receivable includes trade receivables of ~~$333~~$316 million and other receivables of ~~$21~~$9 million as of ~~June 25,~~September 24, 2021 and $302 million and $13 million, respectively, as of December 25, 2020.

Allowance for Credit Losses

Following is a summary of activity in the year to date allowance for credit losses (in thousands):

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		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020
Balance, beginning	Balance, beginning	$	3,745	$	4,828	Balance, beginning	$	3,745	$	4,828
Additions (reversals) charged to costs and expenses	Additions (reversals) charged to costs and expenses	265		631		Additions (reversals) charged to costs and expenses	164		338
Deductions from reserves (1)	Deductions from reserves (1)	(495)		(291)		Deductions from reserves (1)	(425)		(1,247)
Other additions (deductions) (2)	Other additions (deductions) (2)	(4)		(9)		Other additions (deductions) (2)	68		106
Balance, ending	Balance, ending	$	3,511	$	5,159	Balance, ending	$	3,552	$	4,025

(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.

8.Inventories

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


		June 25, 2021		December 25, 2020			September 24, 2021		December 25, 2020
Finished products and components	Finished products and components	$	153,876	$	133,122	Finished products and components	$	165,771	$	133,122
Products and components in various stages of completion	Products and components in various stages of completion	95,695		83,791		Products and components in various stages of completion	110,284		83,791
Raw materials and purchased components	Raw materials and purchased components	152,657		129,319		Raw materials and purchased components	166,633		129,319
Subtotal	Subtotal	402,228		346,232		Subtotal	442,688		346,232
Reduction to LIFO cost	Reduction to LIFO cost	(64,703)		(60,528)		Reduction to LIFO cost	(79,756)		(60,528)
Total	Total	$	337,525	$	285,704	Total	$	362,932	$	285,704

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9.Intangible Assets

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


		Finite Life						Indefinite Life					Finite Life						Indefinite Life
		Customer Relationships		Patents and Proprietary Technology		Trademarks, Trade Names and Other		Trade Names		Total			Customer Relationships		Patents and Proprietary Technology		Trademarks, Trade Names and Other		Trade Names		Total
As of June 25, 2021
As of September 24, 2021												As of September 24, 2021
Cost	Cost	$	194,505	$	26,074	$	900	$	62,633	$	284,112	Cost	$	194,505	$	26,074	$	900	$	62,633	$	284,112
Accumulated amortization	Accumulated amortization	(101,173)		(14,312)		(376)		—		(115,861)		Accumulated amortization	(104,892)		(15,023)		(414)		—		(120,329)
Foreign currency translation	Foreign currency translation	(6,757)		(603)		0		(1,030)		(8,390)		Foreign currency translation	(7,414)		(655)		—		(1,350)		(9,419)
Book value	Book value	$	86,575	$	11,159	$	524	$	61,603	$	159,861	Book value	$	82,199	$	10,396	$	486	$	61,283	$	154,364
Weighted average life in years	Weighted average life in years	13		10		5		N/A				Weighted average life in years	13		10		5		N/A


As of December 25, 2020	As of December 25, 2020											As of December 25, 2020
Cost	Cost	$	186,073	$	25,187	$	900	$	61,920	$	274,080	Cost	$	186,073	$	25,187	$	900	$	61,920	$	274,080
Accumulated amortization	Accumulated amortization	(93,832)		(12,924)		(301)		—		(107,057)		Accumulated amortization	(93,832)		(12,924)		(301)		—		(107,057)
Foreign currency translation	Foreign currency translation	(6,004)		(538)		0		188		(6,354)		Foreign currency translation	(6,004)		(538)		—		188		(6,354)
Book value	Book value	$	86,237	$	11,725	$	599	$	62,108	$	160,669	Book value	$	86,237	$	11,725	$	599	$	62,108	$	160,669
Weighted average life in years	Weighted average life in years	13		10		5		N/A				Weighted average life in years	13		10		5		N/A

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Amortization of intangibles for the quarter was $4.6 million in 2021 and ~~$4.1~~$4.2 million in 2020 and for the year to date was ~~$8.9~~$13.4 million in 2021 and ~~$8.2~~$12.5 million in 2020. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):

2021 (Remainder) 2022 2023 2024 2025 Thereafter
Estimated Amortization Expense $ 9,003 $ 17,964 $ 17,076 $ 15,518 $ 14,946 $ 23,751


	2021 (Remainder)		2022		2023		2024		2025		Thereafter
Estimated Amortization Expense	$	4,646	$	17,757	$	16,980	$	15,425	$	14,853	$	23,420

Changes in the carrying amount of goodwill for each reportable segment were as follows (in thousands):

Industrial Process Contractor Total
Balance, December 25, 2020 $ 186,536 $ 141,513 $ 19,554 $ 347,603
Additions, adjustments from business acquisitions 13,249 0 0 13,249
Foreign currency translation (2,835) 432 0 (2,403)
Balance, June 25, 2021 $ 196,950 $ 141,945 $ 19,554 $ 358,449

~~In the second quarter the Company completed the acquisition of a business that is not material to the consolidated financial statements.~~


	Industrial		Process		Contractor		Total
Balance, December 25, 2020	$	186,536	$	141,513	$	19,554	$	347,603
Additions, adjustments from business acquisitions	13,321		—		—		13,321
Foreign currency translation	(4,003)		93		—		(3,910)
Balance, September 24, 2021	$	195,854	$	141,606	$	19,554	$	357,014

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10.Other Current Liabilities

Components of other current liabilities were as follows (in thousands):


		June 25, 2021		December 25, 2020			September 24, 2021		December 25, 2020
Accrued self-insurance retentions	Accrued self-insurance retentions	$	8,209	$	8,041	Accrued self-insurance retentions	$	8,111	$	8,041
Accrued warranty and service liabilities	Accrued warranty and service liabilities	13,748		13,082		Accrued warranty and service liabilities	14,139		13,082
Accrued trade promotions	Accrued trade promotions	12,699		12,140		Accrued trade promotions	14,035		12,140
Payable for employee stock purchases	Payable for employee stock purchases	7,126		14,554		Payable for employee stock purchases	11,522		14,554
Customer advances and deferred revenue	Customer advances and deferred revenue	57,884		41,689		Customer advances and deferred revenue	56,000		41,689
Income taxes payable	Income taxes payable	11,871		8,564		Income taxes payable	9,126		8,564
Right of return refund liability	Right of return refund liability	18,072		16,303		Right of return refund liability	19,001		16,303
Operating lease liabilities, current	Operating lease liabilities, current	9,760		11,178		Operating lease liabilities, current	9,409		11,178

Other	Other	36,780		31,709		Other	40,488		31,709
Total	Total	$	176,149	$	157,260	Total	$	181,831	$	157,260

A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors including evaluating specific product warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):


Balance, December 25, 2020	$	13,082
Assumed in business acquisition	24
Charged to expense	~~5,271~~8,074
Margin on parts sales reversed	~~1,741~~2,609
Reductions for claims settled	~~(6,370)~~(9,650)
Balance, ~~June 25,~~September 24, 2021	$	~~13,748~~14,139

Deferred Revenue

Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. The balance in the deferred revenue

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and customer advances was ~~$57.9~~$56.0 million as of ~~June 25,~~September 24, 2021 and $41.7 million as of December 25, 2020. Net sales for the year to date included ~~$24.0~~$40.4 million in 2021 and ~~$14.2~~$25.9 million in 2020 that related to deferred revenue as of the beginning of each period.

11.Debt

On March 25, 2021, the Company entered into an Amended and Restated Credit Agreement that amends, supersedes and restates in its entirety the Company's prior Credit Agreement with U.S. Bank National Association, as administrative agent (the “Agent”) and a lender, and the other lenders that are parties thereto. The Amended and Restated Credit Agreement extends the maturity of the Company’s $500 million unsecured revolving credit facility from December 15, 2021 to March 25, 2026; includes a $250 million accordion feature; and provides mechanisms for two further one-year extensions of the maturity, subject to the consent of the extending banks.

Borrowings under the Amended and Restated Credit Agreement may be denominated in U.S. Dollars or certain other currencies. Outstanding loans in currencies other than U.S. Dollars cannot exceed $200 million in the aggregate. Loans denominated in U.S. Dollars may bear interest, at the Company’s option, at either a base rate or a LIBOR-based rate. Loans denominated in currencies other than U.S. Dollars will bear interest at a LIBOR-based rate. The base rate is an annual rate equal to a margin ranging from 0.00% to 0.75%, depending on the Company’s cash flow leverage ratio, plus the highest of (i) the rate of interest from time to time announced by the Agent as its prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) one-month LIBOR plus 1.50%. In general, LIBOR-based loans bear interest at a rate per annum equal to LIBOR, plus a margin ranging from 1.00% to 1.75%, depending on the Company’s cash flow leverage ratio.

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In addition to paying interest on the outstanding loans, the Company is required to pay a facility fee on the unused amount of the loan commitments at a rate per annum ranging from 0.125% to 0.25%, depending on the Company’s cash flow leverage ratio.

The Amended and Restated Credit Agreement contains customary provisions for the replacement of the LIBOR-based rate as that rate is phased out in the lending market. The Amended and Restated Credit Agreement contains customary representations, warranties, covenants and events of default, including but not limited to covenants restricting the Company’s and its subsidiaries’ ability to (i) merge or consolidate with another entity, (ii) sell, transfer, lease or convey their assets, (iii) make any material change in the nature of the core business of the Company, (iv) make certain investments, or (v) incur secured indebtedness. The Credit Agreement also requires the Company to maintain a cash flow leverage ratio of not more than 3.50 to 1.00 (unless a significant acquisition has been consummated, in which case, not more than 4.00 to 1.00 during the four fiscal quarter period beginning with the quarter in which such acquisition occurs) and an interest coverage ratio of not less than 3.00 to 1.00 (unless a significant acquisition has been consummated, in which case, not less than 2.50 to 1.00 during the four fiscal quarter period beginning with the quarter in which such acquisition occurs). A change in control of the Company will constitute an event of default under the Credit Agreement.

12.Fair Value

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


		Level	June 25, 2021		December 25, 2020			Level	September 24, 2021		December 25, 2020
Assets	Assets						Assets
Cash surrender value of life insurance	Cash surrender value of life insurance	2	$	22,486	$	19,887	Cash surrender value of life insurance	2	$	22,523	$	19,887
Forward exchange contracts	Forward exchange contracts	2	33		16		Forward exchange contracts	2	34		16
Total assets at fair value	Total assets at fair value		$	22,519	$	19,903	Total assets at fair value		$	22,557	$	19,903
Liabilities	Liabilities						Liabilities
Contingent consideration	Contingent consideration	3	$	10,884	$	9,454	Contingent consideration	3	$	11,765	$	9,454
Deferred compensation	Deferred compensation	2	5,689		5,099		Deferred compensation	2	5,918		5,099

Total liabilities at fair value	Total liabilities at fair value		$	16,573	$	14,553	Total liabilities at fair value		$	17,683	$	14,553

Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred

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compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.

Contingent consideration liability represents the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain acquired businesses based on future revenues.

Long-term notes payable with fixed interest rates had a carrying amount of $150 million and estimated fair value of $165 million as of ~~June 25,~~September 24, 2021 and estimated fair value of $170 million as of December 25, 2020. The fair value of variable rate borrowings approximates carrying value. The Company uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.

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Item 2. GRACO INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into three reportable segments: Industrial, Process and Contractor. Key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end-user markets, expanding distribution globally and completing strategic acquisitions that provide additional channel and technologies.

The ongoing global COVID-19 pandemic and related governmental and business responses continue to have an impact on our operations, supply chains, distribution channels, and end-user customers. The timing and extent of the financial impact from the pandemic in our major geographies is still uncertain and we cannot predict the magnitude of the impact to the results of our operations or financial position. ~~While we~~The Company has experienced raw material inflation, logistical challenges and certain component shortages. The disruptions have ~~been able~~adversely impacted profitability in the near-term, especially within the higher volume Contractor segment. We expect these challenges to ~~meet current demand in our businesses, our manufacturing and purchasing operations may experience supply chain disruptions that constrain our ability to meet future demand.~~continue into 2022.

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

Consolidated Results

A summary of financial results follows (in millions except per share amounts):


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		Jun 25, 2021		Jun 26, 2020		% Change		June 25, 2021		June 26, 2020		% Change			Sep 24, 2021		Sep 25, 2020		% Change		Sep 24, 2021		Sep 25, 2020		% Change
Net Sales	Net Sales	$	507.2	$	366.9	38	%	$	961.3	$	740.5	30	%	Net Sales	$	486.7	$	439.3	11	%	$	1,448.0	$	1,179.8	23	%
Operating Earnings	Operating Earnings	133.8		44.8		199	%	262.1		134.6		95	%	Operating Earnings	124.6		125.0		—	%	386.7		259.6		49	%
Operating Earnings, adjusted (1)	Operating Earnings, adjusted (1)	133.8		79.8		68	%	262.1		169.6		55	%	Operating Earnings, adjusted (1)	124.6		125.3		(1)	%	386.7		294.8		31	%
Net Earnings	Net Earnings	110.1		28.8		282	%	215.8		101.7		112	%	Net Earnings	103.8		114.1		(9)	%	319.6		215.8		48	%
Net Earnings, adjusted (1)	Net Earnings, adjusted (1)	108.0		62.3		73	%	209.6		127.5		65	%	Net Earnings, adjusted (1)	100.3		101.8		(1)	%	309.9		229.2		35	%
Diluted Net Earnings per Common Share	Diluted Net Earnings per Common Share	$	0.63	$	0.17	271	%	$	1.24	$	0.59	110	%	Diluted Net Earnings per Common Share	$	0.59	$	0.66	(11)	%	$	1.83	$	1.26	45	%
Diluted Net Earnings per Common Share, adjusted (1)	Diluted Net Earnings per Common Share, adjusted (1)	$	0.62	$	0.37	68	%	$	1.20	$	0.74	62	%	Diluted Net Earnings per Common Share, adjusted (1)	$	0.57	$	0.59	(3)	%	$	1.78	$	1.34	33	%

(1) See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.

~~All segments and~~Sales increased in all regions ~~experienced double-digit percentage organic net sales growth~~ for the quarter and year to date. Changes in currency translation rates increased worldwide sales by ~~$12~~$6 million for the quarter and ~~$23~~$29 million for the year to date.

~~Increased~~Gross profit margin rate for the quarter weakened as realized pricing, increased production volume ~~favorable product and channel mix~~ and favorable changes in currency translation rates were unable to offset higher product costs caused by supply chain and ~~drove the gross profit margin rate~~inflationary challenges. Total operating expenses for the quarter ~~and year to date approximately 2~~increased as a percentage ~~points higher than the comparable periods last year. Total operating expenses increased 26 percent for the quarter and 18 percent for the year to date primarily~~of sales due to increases in sales and earnings-based expenses.

2020 results for the ~~quarter and~~ year to date included non-cash impairment charges of $35 million ($34 million, $0.20 per diluted share, after tax effects) related to the divestiture of a U.K.-based valve business.

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Excluding the impact of the prior year impairment, ~~and~~ excess tax benefits related to stock option exercises and certain tax provision adjustments presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP measurements of adjusted income taxes, effective income tax rates, net earnings and diluted earnings per share follows (in millions except per share amounts):


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		June 25, 2021			June 26, 2020			June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020
Operating earnings, as reported	Operating earnings, as reported	$	133.8		$	44.8		$	262.1		$	134.6		Operating earnings, as reported	$	124.6		$	125.0		$	386.7		$	259.6
Impairment	Impairment	—			35.0			—			35.0			Impairment	—			0.3			—			35.2
Operating earnings, adjusted	Operating earnings, adjusted	$	133.8		$	79.8		$	262.1		$	169.6		Operating earnings, adjusted	$	124.6		$	125.3		$	386.7		$	294.8

Earnings before income taxes	Earnings before income taxes	$	131.7		$	42.0		$	257.5		$	124.1		Earnings before income taxes	$	121.8		$	121.0		$	379.2		$	245.1
Impairment	Impairment	—			35.0			—			35.0			Impairment	—			0.3			—			35.2
Earnings before income taxes, adjusted	Earnings before income taxes, adjusted	$	131.7		$	77.0		$	257.5		$	159.1		Earnings before income taxes, adjusted	$	121.8		$	121.3		$	379.2		$	280.3

Income taxes, as reported	Income taxes, as reported	$	21.6		$	13.2		$	41.7		$	22.5		Income taxes, as reported	$	17.9		$	6.9		$	59.6		$	29.4
Impairment tax benefit	Impairment tax benefit	—			1.2			—			1.2			Impairment tax benefit	—			—			—			1.2
Excess tax benefit from option exercises	Excess tax benefit from option exercises	2.1			0.3			6.2			8.0			Excess tax benefit from option exercises	2.6			4.6			8.8			12.6

Other non-recurring tax benefit														Other non-recurring tax benefit	0.9			8.0			0.9			8.0
Income taxes, adjusted	Income taxes, adjusted	$	23.7		$	14.7		$	47.9		$	31.7		Income taxes, adjusted	$	21.4		$	19.5		$	69.3		$	51.2

Effective income tax rate	Effective income tax rate													Effective income tax rate
As reported	As reported	16.4		%	31.4		%	16.2		%	18.1		%	As reported	14.7		%	5.7		%	15.7		%	12.0		%
Adjusted	Adjusted	18.0		%	19.1		%	18.6		%	19.9		%	Adjusted	17.6		%	16.1		%	18.3		%	18.3		%

Net Earnings, as reported	Net Earnings, as reported	$	110.1		$	28.8		$	215.8		$	101.7		Net Earnings, as reported	$	103.8		$	114.1		$	319.6		$	215.8
Impairment, net	Impairment, net	—			33.8			—			33.8			Impairment, net	—			0.3			—			34.0
Excess tax benefit from option exercises	Excess tax benefit from option exercises	(2.1)			(0.3)			(6.2)			(8.0)			Excess tax benefit from option exercises	(2.6)			(4.6)			(8.8)			(12.6)

Other non-recurring tax benefit														Other non-recurring tax benefit	(0.9)			(8.0)			(0.9)			(8.0)
Net Earnings, adjusted	Net Earnings, adjusted	$	108.0		$	62.3		$	209.6		$	127.5		Net Earnings, adjusted	$	100.3		$	101.8		$	309.9		$	229.2

Weighted Average Diluted Shares	Weighted Average Diluted Shares	174.6			170.5			174.2			171.6			Weighted Average Diluted Shares	174.8			171.7			174.4			171.6
Diluted Earnings per Share	Diluted Earnings per Share													Diluted Earnings per Share
As reported	As reported	$	0.63		$	0.17		$	1.24		$	0.59		As reported	$	0.59		$	0.66		$	1.83		$	1.26
Adjusted	Adjusted	$	0.62		$	0.37		$	1.20		$	0.74		Adjusted	$	0.57		$	0.59		$	1.78		$	1.34

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Net Sales	Net Sales	100.0	%	100.0	%	100.0	%	100.0	%	Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of products sold	Cost of products sold	48.0		50.2		46.8		48.5		Cost of products sold	49.0		47.9		47.6		48.3
Gross Profit	Gross Profit	52.0		49.8		53.2		51.5		Gross Profit	51.0		52.1		52.4		51.7
Product development	Product development	4.2		4.9		4.3		4.7		Product development	4.1		4.0		4.2		4.5
Selling, marketing and distribution	Selling, marketing and distribution	13.6		13.3		13.7		14.4		Selling, marketing and distribution	13.6		12.3		13.6		13.7
General and administrative	General and administrative	7.8		9.8		8.0		9.5		General and administrative	7.8		7.3		7.9		8.7
Impairment	Impairment	—		9.6		—		4.7		Impairment	—		0.1		—		3.0
Operating Earnings	Operating Earnings	26.4		12.2		27.2		18.2		Operating Earnings	25.6		28.5		26.7		22.0
Interest expense	Interest expense	0.5		0.9		0.5		0.8		Interest expense	0.5		0.7		0.5		0.7

Other expense, net	Other expense, net	(0.1)		(0.2)		—		0.6		Other expense, net	0.1		0.2		—		0.5
Earnings Before Income Taxes	Earnings Before Income Taxes	26.0		11.5		26.8		16.8		Earnings Before Income Taxes	25.0		27.5		26.2		20.8
Income taxes	Income taxes	4.3		3.6		4.3		3.1		Income taxes	3.7		1.6		4.1		2.6
Net Earnings	Net Earnings	21.7	%	7.9	%	22.4	%	13.7	%	Net Earnings	21.3	%	26.0	%	22.1	%	18.3	%

Net Sales

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020			September 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020
Americas(1)	Americas(1)	$	302.0	$	227.7	$	566.9	$	452.5	Americas(1)	$	280.4	$	277.1	$	847.3	$	729.6
EMEA(2)	EMEA(2)	113.8		71.1		224.0		158.9		EMEA(2)	115.0		93.0		339.0		251.9
Asia Pacific	Asia Pacific	91.4		68.1		170.4		129.1		Asia Pacific	91.3		69.2		261.7		198.3
Consolidated	Consolidated	$	507.2	$	366.9	$	961.3	$	740.5	Consolidated	$	486.7	$	439.3	$	1,448.0	$	1,179.8

(1) North, South and Central America, including the United States

(2) Europe, Middle East and Africa

The following table presents the components of net sales change by geographic region:


		Three Months				Six Months					Three Months				Nine Months
		Volume and Price	Acquisitions and Divestitures	Currency	Total	Volume and Price	Acquisitions and Divestitures	Currency	Total		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions and Divestitures	Currency	Total
Americas	Americas	32%	0%	1%	33%	25%	0%	0%	25%	Americas	1%	0%	0%	1%	16%	0%	0%	16%
EMEA	EMEA	49%	0%	11%	60%	32%	(1)%	10%	41%	EMEA	20%	2%	2%	24%	27%	0%	8%	35%
Asia Pacific	Asia Pacific	31%	(6)%	9%	34%	28%	(4)%	8%	32%	Asia Pacific	27%	0%	5%	32%	28%	(3)%	7%	32%
Consolidated	Consolidated	35%	(1)%	4%	38%	27%	(1)%	4%	30%	Consolidated	9%	0%	2%	11%	20%	0%	3%	23%

Gross Profit

~~Gross~~The third quarter gross profit margin rate decreased 1 percentage point from the comparable period last year as realized pricing, increased production volume and favorable changes in currency translation rates ~~improved approximately 2 percentage points for~~were unable to offset higher product costs caused by supply chain and inflationary challenges. For the ~~quarter and~~ year to ~~date. Increased~~date, the gross profit margin rate increased approximately 1 percentage point as realized pricing, increased production volume ~~favorable product and channel mix~~ and favorable changes in currency translation rates offset higher product costs.

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Operating Expenses

Total operating expenses ~~increased $27 million (26 percentage points)~~ for the quarter increased $20 million (19 percent) compared to the third quarter last year, including approximately $9 million (9 percentage points) of increases in sales and ~~$37~~earnings-based expenses. Year-to-date operating expenses increased $57 million (18 percent) compared to the comparable period last year. The increase includes $28 million (9 percentage points) ~~for the year to date mostly due to~~of increases in sales and earnings-based expenses and ~~product development spending. Changes in currency translation rates increased operating expenses by $3 million (2 percentage points) for the quarter and~~ $5 million (2 percentage points) ~~for the year~~related to ~~date.~~foreign currency translation.

Other Expense

Other non-operating expenses were comparable for the quarter and decreased $5$6 million for the year to date mostly due to favorable market valuation changes on investments held to fund certain retirement benefits liabilities.

Income Taxes

The effective income tax rate for the quarter ~~and~~was 15 percent, up 9 percentage points from the prior year quarter. The effective income tax rate for the year to date was 16 percent, ~~down 15 percentage points and 2~~up 4 percentage points from the comparable ~~periods~~period last ~~year, respectively.~~year. The ~~decreases~~increases in effective tax rates were primarily due to ~~non-deductible impairment charges in the prior year, partially offset by~~ changes in excess tax benefits for stock option ~~exercises.~~exercises and the effect of non-recurring tax benefits from other tax planning activities completed in 2020. These increases were partially offset by non-deductible impairment charges in the prior year.

Segment Results

Certain measurements of segment operations compared to last year are summarized below:

Industrial Segment

The following table presents net sales and operating earnings as a percentage of sales for the Industrial segment

(dollars in millions):


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		June 25, 2021			June 26, 2020			June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020
Net Sales	Net Sales													Net Sales
Americas	Americas	$	87.1		$	58.4		$	167.1		$	132.8		Americas	$	87.2		$	76.1		$	254.3		$	209.0
EMEA	EMEA	60.0			34.8			116.7			81.0			EMEA	68.3			52.7			185.0			133.7
Asia Pacific	Asia Pacific	57.5			40.0			105.5			78.1			Asia Pacific	55.5			44.0			161.0			122.1
Total	Total	$	204.6		$	133.2		$	389.3		$	291.9		Total	$	211.0		$	172.8		$	600.3		$	464.8
Operating earnings as a percentage of net sales	Operating earnings as a percentage of net sales	34		%	28		%	35		%	30		%	Operating earnings as a percentage of net sales	35		%	35		%	35		%	32		%

The following table presents the components of net sales change by geographic region for the Industrial segment:


		Three Months				Six Months					Three Months				Nine Months
		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions	Currency	Total		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions	Currency	Total
Americas	Americas	48%	0%	1%	49%	25%	0%	1%	26%	Americas	14%	0%	0%	14%	21%	0%	1%	22%
EMEA	EMEA	55%	5%	12%	72%	32%	2%	10%	44%	EMEA	24%	3%	3%	30%	29%	2%	7%	38%
Asia Pacific	Asia Pacific	35%	0%	8%	43%	27%	0%	8%	35%	Asia Pacific	21%	0%	6%	27%	25%	0%	7%	32%
Segment Total	Segment Total	46%	1%	6%	53%	28%	0%	5%	33%	Segment Total	19%	1%	2%	22%	24%	1%	4%	29%

Sales increased in all Industrial segment ~~sales~~regions and major end markets for the quarter and year to date. The operating margin rate for the quarter was flat compared to the prior year as higher production volume, realized pricing and favorable product and channel mix offset the impacts of higher product costs and increased sales and earnings-based expenses. For the year to date, ~~increased sharply in all regions as end markets strengthened from last year. Operating~~the operating margin ~~rates~~rate increased mostly due to higher production volume, realized pricing and expense leverage.

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Process Segment

The following table presents net sales and operating earnings as a percentage of sales for the Process segment

(dollars in millions):


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		June 25, 2021			June 26, 2020			June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020
Net Sales	Net Sales													Net Sales
Americas	Americas	$	59.7		$	45.9		$	116.5		$	101.0		Americas	$	58.5		$	52.2		$	175.0		$	153.2
EMEA	EMEA	15.8			13.2			30.6			29.0			EMEA	13.8			11.5			44.4			40.5
Asia Pacific	Asia Pacific	21.7			18.6			41.5			33.8			Asia Pacific	23.9			15.1			65.4			48.9
Total	Total	$	97.2		$	77.7		$	188.6		$	163.8		Total	$	96.2		$	78.8		$	284.8		$	242.6
Operating earnings as a percentage of net sales	Operating earnings as a percentage of net sales	22		%	15		%	23		%	18		%	Operating earnings as a percentage of net sales	22		%	21		%	23		%	19		%

The following table presents the components of net sales change by geographic region for the Process segment:


		Three Months				Six Months					Three Months				Nine Months
		Volume and Price	Acquisitions and Divestitures	Currency	Total	Volume and Price	Acquisitions and Divestitures	Currency	Total		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions and Divestitures	Currency	Total
Americas	Americas	30%	(1)%	1%	30%	15%	0%	0%	15%	Americas	11%	0%	1%	12%	14%	0%	0%	14%
EMEA	EMEA	22%	(9)%	6%	19%	8%	(8)%	5%	5%	EMEA	17%	0%	3%	20%	11%	(6)%	4%	9%
Asia Pacific	Asia Pacific	30%	(21)%	8%	17%	34%	(18)%	7%	23%	Asia Pacific	54%	0%	4%	58%	40%	(13)%	7%	34%
Segment Total	Segment Total	29%	(7)%	3%	25%	17%	(5)%	3%	15%	Segment Total	21%	0%	1%	22%	18%	(3)%	2%	17%

The Process segment had organic sales growth in all ~~applications~~divisions for the quarter and year to date. Expense leverage improved the operating margin rate for the quarter. Higher production volume, the impact of divested operations and expense leverage ~~combined to increase~~drove the operating margin rate higher for the ~~quarter and~~ year to date.

Contractor Segment

The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment

(dollars in millions):


		Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
		June 25, 2021			June 26, 2020			June 25, 2021			June 26, 2020				September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020
Net Sales	Net Sales													Net Sales
Americas	Americas	$	155.2		$	123.3		$	283.3		$	218.6		Americas	$	134.5		$	148.7		$	417.8		$	367.4
EMEA	EMEA	38.0			23.0			76.7			48.8			EMEA	32.9			28.9			109.6			77.7
Asia Pacific	Asia Pacific	12.2			9.5			23.4			17.2			Asia Pacific	12.1			10.1			35.5			27.3
Total	Total	$	205.4		$	155.8		$	383.4		$	284.6		Total	$	179.5		$	187.7		$	562.9		$	472.4
Operating earnings as a percentage of net sales	Operating earnings as a percentage of net sales	24		%	26		%	26		%	24		%	Operating earnings as a percentage of net sales	20		%	29		%	24		%	26		%

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The following table presents the components of net sales change by geographic region for the Contractor segment:


		Three Months				Six Months					Three Months				Nine Months
		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions	Currency	Total		Volume and Price	Acquisitions	Currency	Total	Volume and Price	Acquisitions	Currency	Total
Americas	Americas	25%	0%	1%	26%	29%	0%	1%	30%	Americas	(10)%	0%	1%	(9)%	13%	0%	1%	14%
EMEA	EMEA	52%	0%	13%	65%	45%	0%	12%	57%	EMEA	12%	0%	2%	14%	33%	0%	8%	41%
Asia Pacific	Asia Pacific	17%	0%	12%	29%	25%	0%	12%	37%	Asia Pacific	14%	0%	4%	18%	21%	0%	9%	30%
Segment Total	Segment Total	29%	0%	3%	32%	32%	0%	3%	35%	Segment Total	(5)%	0%	1%	(4)%	17%	0%	2%	19%

Contractor segment sales ~~increased by double-digit percentages~~declined in ~~all regions~~the quarter due to the effects of a successful new product offering in the prior year that did not repeat. The operating margin rate decreased 9 percentage points for the quarter and ~~year to date as construction markets remain robust. The operating margin rate for the quarter decreased~~ 2 percentage points as increased sales volume and favorable changes in currency translation rates were unable to offset the adverse impacts of higher material costs, increased factory spending and higher sales and earnings-based expenses. Increased sales volume and favorable changes in currency translation rates drove the operating margin rate 1 percentage point higher for the year to ~~date.~~date primarily due to higher product costs caused by supply chain and inflationary challenges.

Liquidity and Capital Resources

Net cash provided by operating activities of ~~$220~~$357 million increased ~~$77~~$95 million from the ~~first half of~~comparable period last year, mostly driven by the increase in net earnings, partially offset by increases in accounts receivable and inventories that reflect growth in business ~~activity in the first half of 2021.~~activity. Significant uses of cash in 2021 included dividend payments of ~~$63~~$95 million, property, plant and equipment additions of ~~$55~~$83 million and business acquisitions of $19 million. Proceeds from shares issued in ~~the first half of~~ 2021 totaled ~~$33~~$40 million. Although the Company did not repurchase any shares inthrough the ~~first half~~third quarter of 2021, it may make opportunistic purchases going forward.

At ~~June 25,~~September 24, 2021, the Company had various lines of credit totaling ~~$596~~$595 million, of which ~~$586~~$545 million was unused. In addition to its lines of credit, under the terms of a master note agreement with a sole lender expiring in January 2023, the Company may issue up to $200 million of senior notes. Interest on the notes will be determined at the time of issuance, at a fixed or LIBOR-based floating rate at the option of the Company, provided that the maximum aggregate principal amount of notes bearing interest at a floating rate may not exceed $100 million. Fixed rate notes issued under the agreement will mature no longer than 12 years from date of issuance and variable rate notes will mature no longer than 10 years from date of issuance.

Significant uses of cash in 2020 included purchases of Company common stock totaling $102 million, which were partially offset by net proceeds from shares issued totaling ~~$42~~$56 million. Other significant uses of cash in 2020 included dividend payments of ~~$58~~$88 million, property, plant and equipment additions of ~~$33~~$46 million and business acquisitions of ~~$27~~$28 million.

Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2021, including its capital expenditure plan, planned dividends, share repurchases, acquisitions and operating requirements.

Outlook

~~We are initiating an outlook for~~For the full-year 2021, ofthe Company continues to target mid-to-high teen sales growth on an organic, constant currency ~~basis, with growth expected in every region and reportable segment.~~basis. Demand levels ~~in the Industrial and Process~~for all segments ~~remain~~remains strong across major end markets and product ~~categories. Our outlook~~categories which is expected to continue for the ~~Contractor segment remains positive as favorable conditions continue, however comparisons in~~balance of the ~~second half will be challenging.~~year.

Cautionary Statement Regarding Forward-Looking Statements

The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2020 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,”

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~~“believe,~~ “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ

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materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.

Future results could differ materially from those expressed due to the impact of changes in various factors. These risk factors include, but are not limited to: the impact of the COVID-19 pandemic on our business; economic conditions in the United States and other major world economies; our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; changes in currency translation rates; the ability to meet our customers’ needs and changes in product demand; supply interruptions or delays; security breaches; new entrants who copy our products or infringe on our intellectual property; risks incident to conducting business internationally; catastrophic events; changes in laws and regulations; compliance with anti-corruption and trade laws; changes in tax rates or the adoption of new tax legislation; the possibility of asset impairments if acquired businesses do not meet performance expectations; political instability; results of and costs associated with litigation, administrative proceedings and regulatory reviews incident to our business; our ability to attract, develop and retain qualified personnel; the possibility of decline in purchases from a few large customers of the Contractor segment, variations in activity in the construction, automotive, mining and oil and natural gas industries, and the impact of declines in interest rates, asset values and investment returns on pension costs and required pension contributions. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2020 and Item 1A of this Form 10-Q for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes related to market risk from the disclosures made in the Company’s 2020 Annual Report on Form 10-K.

Item 4.Controls and Procedures

Evaluation of disclosure controls and procedures

As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer. Based upon that evaluation, the Company's President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective.

Changes in internal controls

During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART IIOTHER INFORMATION

Item 1A.Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2020 Annual Report on Form 10-K.

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On April 24, 2015, the Board of Directors authorized the Company to purchase up to 18 million shares of its outstanding common stock, primarily through open-market transactions. There were approximately 3.3 million shares remaining under the authorization on December 7, 2018, when the Board of Directors authorized the purchase of up to an additional 18 million shares. The authorizations are for an indefinite period of time or until terminated by the Board.

In addition to shares purchased under the Board authorizations, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax due upon exercise of options or vesting of restricted stock.

Information on issuer purchases of equity securities follows:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (at end of period)
~~March 27,~~June 26, 2021 - ~~April~~July 23, 2021	—	$	—	—	18,517,834
~~April~~July 24, 2021 - ~~May 21,~~August 20, 2021	—	$	—	—	18,517,834
~~May 22,~~August 21, 2021 - ~~June 25,~~September 24, 2021	—	$	—	—	18,517,834

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Item 6.Exhibits


3.1						Restated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed December 8, 2017.)

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~~						Key Employee Agreement. Form of agreement offered to the Company’s CEO, CFO and each other executive officer in June of 2021, and to be offered to all other persons hired or promoted to be executive officers of the Company after April 22, 2021. (~~Incorporated by reference~~ ~~to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 27, 2021~~.)

31.1						Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a).

31.2						Certification of Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a).

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

99.1						Press Release Reporting ~~Second~~Third Quarter Earnings dated ~~July 21,~~October 20, 2021.

101						Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).

104						Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GRACO INC.

Date:

~~July 21,~~October 20, 2021

By:

/s/ Mark W. Sheahan

Mark W. Sheahan

President and Chief Executive Officer

(Principal Executive Officer)

Date:

~~July 21,~~October 20, 2021

By:

/s/ David M. Lowe

David M. Lowe

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Date:

~~July 21,~~October 20, 2021

By:

/s/ Kathryn L. Schoenrock

Kathryn L. Schoenrock

Executive Vice President, Corporate Controller

(Principal Accounting Officer)