GRACO INC

(Unaudited)

1. Basis of Presentation

The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of September 27, 2024 and the related statements of earnings, comprehensive income and shareholders' equity for the three and nine months ended September 27, 2024 and September 29, 2023, and cash flows for the nine months ended September 27, 2024 and September 29, 2023 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 September 27, 2024, 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 Annual Report on Form 10-K for the year ended December 29, 2023 (the "2023 Annual Report").

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

Assets by segment were as follows (in thousands):

Geographic information follows (in thousands):

3. Earnings per Share

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

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):

The Company recognized year-to-date share-based compensation expense of $27.3 million in 2024 and $25.5 million in 2023. As of September 27, 2024, there was $19.7 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 2.4 years.

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

Under the Company’s Employee Stock Purchase Plan, the Company issued 330,000 shares in 2024 and 323,000 shares in 2023. 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:

5. Retirement Benefits

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

6. Shareholders’ Equity

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

Amoun ts related to pension and post-retirement medical adjustments are reclassified to non-service components of pension cost that are included within Other income, net.

7. Receivables and Credit Losses

Accounts receivable include trade receivables of $344.1 million and other receivables of $10.9 million as of September 27, 2024 and $343.0 million and $11.4 million of trade receivables and other receivables as of December 29, 2023.

Allowance for Credit Losses

Following is a summary of activity for credit losses (in thousands):

(1) Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.

(2) Includes effects of foreign currency translation.

8. Inventories

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

9. Intangible Assets

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

Amortization of intangibles for the third quarter was $4.5 million in 2024 and $4.4 million in 2023, and for the year to date was $12.8 million in 2024 and $13.2 million in 2023. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):

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

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

On September 26, 2024, the Company entered into a definitive agreement to acquire Corob S.p.A. ("Corob") for €230 million, subject to certain customary adjustments, with up to €30 million in additional contingent consideration. Corob is a global leader in the design and manufacturing of high-performance volumetric and gravimetric dispensing, mixing, and shaking equipment used in mission-critical tinting applications. The acquisition is expected to be completed during the fourth quarter of fiscal 2024 and funded with cash on hand.

10. Other Current Liabilities

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

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):

Customer Advances and 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. During the three and nine months ended September 27, 2024, we recognized $7.7 million and $49.8 million, respectively, that was included in deferred revenue at December 29, 2023. During the three and nine months ended September 29, 2023, we recognized $6.7 million and $43.3 million, respectively, that were included in deferred revenue at December 30, 2022.

11. Fair Value

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

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

Contingent consideration liabilities represent 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.

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.