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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 September 27, 2024
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File 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 | ☒ |  | No | ☐ |

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 | ☒ |  | No | ☐ |

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 | ☐ |  | No | ☒ |

168,849,576 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of October 9, 2024.

TABLE OF CONTENTS

|  |  |  | Page
PART I - FINANCIAL INFORMATION |
| Item 1. |  | Financial Statements |
|  |  | Consolidated Statements of Earnings | 3
|  |  | Consolidated Statements of Comprehensive Income | 3
|  |  | Consolidated Balance Sheets | 4
|  |  | Consolidated Statements of Cash Flows | 5
|  |  | Consolidated Statements of Shareholders' Equity | 6
|  |  | Notes to Consolidated Financial Statements | 7
| Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15
| Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk | 21
| Item 4. |  | Controls and Procedures | 21
PART II - OTHER INFORMATION |
| Item 1A. |  | Risk Factors | 22
| Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds | 23
| Item 5. |  | Other Information | 24
| Item 6. |  | Exhibits | 25
SIGNATURES |

2

Table of Contents
PART I Item 1.
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In thousands except per share amounts)

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales | $ | 519,212 |  |  | $ | 539,672 |  |  | $ | 1,564,644 |  |  | $ | 1,628,962 |
Cost of products sold | 243,082 |  |  | 255,148 |  |  | 721,463 |  |  | 767,883 |
Gross Profit | 276,130 |  |  | 284,524 |  |  | 843,181 |  |  | 861,079 |
Product development | 21,306 |  |  | 19,817 |  |  | 65,076 |  |  | 61,582 |
Selling, marketing and distribution | 65,143 |  |  | 60,495 |  |  | 200,773 |  |  | 194,258 |
General and administrative | 43,958 |  |  | 41,823 |  |  | 137,252 |  |  | 129,130 |
Contingent consideration | — |  |  | (8,600) |  |  | — |  |  | (8,600) |
Impairment | — |  |  | 7,800 |  |  | — |  |  | 7,800 |
Operating Earnings | 145,723 |  |  | 163,189 |  |  | 440,080 |  |  | 476,909 |
Interest expense | 656 |  |  | 1,391 |  |  | 2,034 |  |  | 4,536 |
Other income, net | (6,225) |  |  | (2,483) |  |  | (18,756) |  |  | (8,877) |
Earnings Before Income Taxes | 151,292 |  |  | 164,281 |  |  | 456,802 |  |  | 481,250 |
Income taxes | 29,095 |  |  | 31,158 |  |  | 79,426 |  |  | 84,693 |
Net Earnings | $ | 122,197 |  |  | $ | 133,123 |  |  | $ | 377,376 |  |  | $ | 396,557 |
Net Earnings per Common Share |  |  |  |  |  |  |
Basic | $ | 0.72 |  |  | $ | 0.79 |  |  | $ | 2.24 |  |  | $ | 2.35 |
Diluted | $ | 0.71 |  |  | $ | 0.77 |  |  | $ | 2.19 |  |  | $ | 2.30 |

See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (In thousands)

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Earnings | $ | 122,197 |  |  | $ | 133,123 |  |  | $ | 377,376 |  |  | $ | 396,557 |
Components of other comprehensive income (loss) |  |  |  |  |  |  |
Cumulative translation adjustment | 19,491 |  |  | (9,022) |  |  | (26) |  |  | 506 |
Pension and postretirement medical liability adjustment | (268) |  |  | 1,100 |  |  | 1,954 |  |  | 3,427 |
Income taxes - pension and postretirement medical liability adjustment | 66 |  |  | (252) |  |  | (523) |  |  | (760) |
Other comprehensive income (loss) | 19,289 |  |  | (8,174) |  |  | 1,405 |  |  | 3,173 |
Comprehensive Income | $ | 141,486 |  |  | $ | 124,949 |  |  | $ | 378,781 |  |  | $ | 399,730 |

See notes to consolidated financial statements.
3

Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands)

| September 27, 2024 |  | December 29, 2023
ASSETS |  |  |
Current Assets |  |  |
Cash and cash equivalents | $ | 764,453 |  |  | $ | 537,951 |
Accounts receivable, less allowances of $6,200 and $5,300 | 354,999 |  |  | 354,439 |
Inventories | 440,917 |  |  | 438,349 |
Other current assets | 52,126 |  |  | 35,070 |
Total current assets | 1,612,495 |  |  | 1,365,809 |
Property, Plant and Equipment, net | 766,698 |  |  | 741,713 |
Goodwill | 374,462 |  |  | 370,228 |
Other Intangible Assets, net | 116,964 |  |  | 126,258 |
Operating Lease Assets | 16,310 |  |  | 18,768 |
Deferred Income Taxes | 45,173 |  |  | 61,381 |
Other Assets | 43,541 |  |  | 37,850 |
Total Assets | $ | 2,975,643 |  |  | $ | 2,722,007 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |
Current Liabilities |  |  |
Notes payable to banks | $ | 30,178 |  |  | $ | 30,036 |
Trade accounts payable | 61,777 |  |  | 72,214 |
Salaries and incentives | 56,650 |  |  | 64,802 |
Dividends payable | 43,044 |  |  | 42,789 |
Other current liabilities | 168,724 |  |  | 185,359 |
Total current liabilities | 360,373 |  |  | 395,200 |
Retirement Benefits and Deferred Compensation | 82,858 |  |  | 80,347 |
Operating Lease Liabilities | 9,494 |  |  | 11,785 |
Deferred Income Taxes | 7,115 |  |  | 8,215 |
Other Non-current Liabilities | 2,509 |  |  | 2,235 |
Shareholders’ Equity |  |  |
Common stock | 168,829 |  |  | 167,946 |
Additional paid-in-capital | 930,924 |  |  | 863,336 |
Retained earnings | 1,447,131 |  |  | 1,227,938 |
Accumulated other comprehensive loss | (33,590) |  |  | (34,995) |
Total shareholders’ equity | 2,513,294 |  |  | 2,224,225 |
Total Liabilities and Shareholders’ Equity | $ | 2,975,643 |  |  | $ | 2,722,007 |

See notes to consolidated financial statements.
4

Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)

| Nine Months Ended
| September 27, 2024 |  | September 29, 2023
Cash Flows From Operating Activities |  |  |
Net Earnings | $ | 377,376 |  |  | $ | 396,557 |
Adjustments to reconcile net earnings to net cash provided by operating activities |  |  |
Depreciation and amortization | 62,054 |  |  | 54,179 |
Deferred income taxes | 14,646 |  |  | 14,910 |
Share-based compensation | 27,312 |  |  | 25,456 |
Contingent consideration | — |  |  | (8,600) |
Impairment | — |  |  | 7,800 |
Change in |  |  |
Accounts receivable | (460) |  |  | (7,229) |
Inventories | (1,871) |  |  | 19,227 |
Trade accounts payable | (2,133) |  |  | (8,411) |
Salaries and incentives | (9,901) |  |  | (2,993) |
Retirement benefits and deferred compensation | 4,525 |  |  | 2,955 |
Other accrued liabilities | (27,977) |  |  | (1,840) |
Other | (7,085) |  |  | (641) |
Net cash provided by operating activities | 436,486 |  |  | 491,370 |
Cash Flows From Investing Activities |  |  |
Property, plant and equipment additions | (92,788) |  |  | (145,626) |
Acquisition of businesses, net of cash acquired | (7,750) |  |  | — |
Other | 5,322 |  |  | (694) |
Net cash used in investing activities | (95,216) |  |  | (146,320) |
Cash Flows From Financing Activities |  |  |
Borrowings on short-term lines of credit, net | (338) |  |  | 9,125 |
Payments on long-term debt | — |  |  | (75,000) |
Payments of debt issuance costs | — |  |  | (1,025) |
Common stock issued | 50,002 |  |  | 55,492 |
Common stock repurchased | (31,350) |  |  | (27,057) |
Taxes paid related to net share settlement of equity awards | (4,612) |  |  | (1,225) |
Cash dividends paid | (129,026) |  |  | (118,710) |
Net cash used in financing activities | (115,324) |  |  | (158,400) |
Effect of exchange rate changes on cash | 556 |  |  | (61) |
Net increase in cash and cash equivalents | 226,502 |  |  | 186,589 |
Cash and Cash Equivalents |  |  |
Beginning of year | 537,951 |  |  | 339,196 |
End of period | $ | 764,453 |  |  | $ | 525,785 |

See notes to consolidated financial statements.
5

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 September 27, 2024 |  |  |  |  |  |  |  |  |
Balance, June 28, 2024 | $ | 168,927 |  |  | $ | 922,203 |  |  | $ | 1,380,234 |  |  | $ | (52,879) |  |  | $ | 2,418,485 |
Shares issued | 77 |  |  | 3,124 |  |  | — |  |  | — |  |  | 3,201 |
Shares repurchased | (175) |  |  | (1,104) |  |  | (12,308) |  |  | — |  |  | (13,587) |
Stock compensation cost | — |  |  | 6,701 |  |  | — |  |  | — |  |  | 6,701 |
Net earnings | — |  |  | — |  |  | 122,197 |  |  | — |  |  | 122,197 |
Dividends declared ($0.255 per share) | — |  |  | — |  |  | (42,992) |  |  | — |  |  | (42,992) |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | 19,289 |  |  | 19,289 |
Balance, September 27, 2024 | $ | 168,829 |  |  | $ | 930,924 |  |  | $ | 1,447,131 |  |  | $ | (33,590) |  |  | $ | 2,513,294 |

Nine Months Ended September 27, 2024 |  |  |  |  |  |  |  |  |
Balance, December 29, 2023 | $ | 167,946 |  |  | $ | 863,336 |  |  | $ | 1,227,938 |  |  | $ | (34,995) |  |  | $ | 2,224,225 |
Shares issued | 1,282 |  |  | 44,108 |  |  | — |  |  | — |  |  | 45,390 |
Shares repurchased | (399) |  |  | (2,049) |  |  | (28,902) |  |  | — |  |  | (31,350) |
Stock compensation cost | — |  |  | 25,529 |  |  | — |  |  | — |  |  | 25,529 |
Net earnings | — |  |  | — |  |  | 377,376 |  |  | — |  |  | 377,376 |
Dividends declared ($0.765 per share) | — |  |  | — |  |  | (129,281) |  |  | — |  |  | (129,281) |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | 1,405 |  |  | 1,405 |
Balance, September 27, 2024 | $ | 168,829 |  |  | $ | 930,924 |  |  | $ | 1,447,131 |  |  | $ | (33,590) |  |  | $ | 2,513,294 |

Three Months Ended September 29, 2023 |  |  |  |  |  |  |  |  |
Balance, June 30, 2023 | $ | 168,985 |  |  | $ | 850,900 |  |  | $ | 1,154,453 |  |  | $ | (58,031) |  |  | $ | 2,116,307 |
Shares issued | 101 |  |  | 3,338 |  |  | — |  |  | — |  |  | 3,439 |
Shares repurchased | (311) |  |  | (1,459) |  |  | (21,184) |  |  | — |  |  | (22,954) |
Stock compensation cost | — |  |  | 6,528 |  |  | — |  |  | — |  |  | 6,528 |
Net earnings | — |  |  | — |  |  | 133,123 |  |  | — |  |  | 133,123 |
Dividends declared ($0.235 per share) | — |  |  | — |  |  | (39,743) |  |  | — |  |  | (39,743) |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | (8,174) |  |  | (8,174) |
Balance, September 29, 2023 | $ | 168,775 |  |  | $ | 859,307 |  |  | $ | 1,226,649 |  |  | $ | (66,205) |  |  | $ | 2,188,526 |

Nine Months Ended September 29, 2023 |  |  |  |  |  |  |  |  |
Balance, December 30, 2022 | $ | 167,702 |  |  | $ | 784,477 |  |  | $ | 976,851 |  |  | $ | (69,378) |  |  | $ | 1,859,652 |
Shares issued | 1,500 |  |  | 52,767 |  |  | — |  |  | — |  |  | 54,267 |
Shares repurchased | (427) |  |  | (1,997) |  |  | (28,296) |  |  | — |  |  | (30,720) |
Stock compensation cost | — |  |  | 24,060 |  |  | — |  |  | — |  |  | 24,060 |
Net earnings | — |  |  | — |  |  | 396,557 |  |  | — |  |  | 396,557 |
Dividends declared ($0.705 per share) | — |  |  | — |  |  | (118,463) |  |  | — |  |  | (118,463) |
Other comprehensive income (loss) | — |  |  | — |  |  | — |  |  | 3,173 |  |  | 3,173 |
Balance, September 29, 2023 | $ | 168,775 |  |  | $ | 859,307 |  |  | $ | 1,226,649 |  |  | $ | (66,205) |  |  | $ | 2,188,526 |

See notes to consolidated financial statements.
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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 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 has three reportable segments: Contractor, Industrial and Process. Sales and operating earnings by segment were as follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales |  |  |  |  |  |  |
Contractor | $ | 242,295 |  |  | $ | 245,269 |  |  | $ | 741,975 |  |  | $ | 746,888 |
Industrial | 156,294 |  |  | 157,084 |  |  | 453,993 |  |  | 470,797 |
Process | 120,623 |  |  | 137,319 |  |  | 368,676 |  |  | 411,277 |
Total | $ | 519,212 |  |  | $ | 539,672 |  |  | $ | 1,564,644 |  |  | $ | 1,628,962 |
Operating Earnings |  |  |  |  |  |  |
Contractor | $ | 71,053 |  |  | $ | 73,512 |  |  | $ | 221,555 |  |  | $ | 216,152 |
Industrial | 52,361 |  |  | 54,298 |  |  | 149,881 |  |  | 162,955 |
Process | 32,452 |  |  | 43,001 |  |  | 104,772 |  |  | 127,186 |
Unallocated corporate (expense) | (10,143) |  |  | (8,422) |  |  | (36,128) |  |  | (30,184) |
Contingent consideration | — |  |  | 8,600 |  |  | — |  |  | 8,600 |
Impairment | — |  |  | (7,800) |  |  | — |  |  | (7,800) |
Total | $ | 145,723 |  |  | $ | 163,189 |  |  | $ | 440,080 |  |  | $ | 476,909 |

Assets by segment were as follows (in thousands):

| September 27, 2024 |  | December 29, 2023
Contractor | $ | 754,154 |  |  | $ | 712,224 |
Industrial | 616,317 |  |  | 640,487 |
Process | 547,054 |  |  | 554,753 |
Unallocated corporate | 1,058,118 |  |  | 814,543 |
Total | $ | 2,975,643 |  |  | $ | 2,722,007 |

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Geographic information follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales (based on customer location) |  |  |  |  |  |  |
United States | $ | 289,553 |  |  | $ | 288,610 |  |  | $ | 872,480 |  |  | $ | 879,552 |
Other countries | 229,659 |  |  | 251,062 |  |  | 692,164 |  |  | 749,410 |
Total | $ | 519,212 |  |  | $ | 539,672 |  |  | $ | 1,564,644 |  |  | $ | 1,628,962 |

| September 27, 2024 |  | December 29, 2023
Long-lived Assets |  |  |
United States | $ | 642,163 |  |  | $ | 622,430 |
Other countries | 124,535 |  |  | 119,283 |
Total | $ | 766,698 |  |  | $ | 741,713 |

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 |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net earnings available to common shareholders | $ | 122,197 |  |  | $ | 133,123 |  |  | $ | 377,376 |  |  | $ | 396,557 |
Weighted average shares outstanding for basic earnings per share | 168,810 |  |  | 169,005 |  |  | 168,800 |  |  | 168,569 |
Dilutive effect of stock options computed using the treasury stock method and the average market price | 3,301 |  |  | 3,775 |  |  | 3,548 |  |  | 3,767 |
Weighted average shares outstanding for diluted earnings per share | 172,111 |  |  | 172,780 |  |  | 172,348 |  |  | 172,336 |
Basic earnings per share | $ | 0.72 |  |  | $ | 0.79 |  |  | $ | 2.24 |  |  | $ | 2.35 |
Diluted earnings per share | $ | 0.71 |  |  | $ | 0.77 |  |  | $ | 2.19 |  |  | $ | 2.30 |
Anti-dilutive shares not included in diluted earnings per share computation | 1,154 |  |  | 1,200 |  |  | 3,293 |  |  | 2,033 |

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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
Outstanding, December 29, 2023 | 9,904 |  |  | $ | 49.09 |  |  | 7,274 |  |  | $ | 41.46 |
Granted | 925 |  |  | 89.23 |  |  |  |  |
Exercised | (997) |  |  | 29.59 |  |  |  |  |
Canceled | (114) |  |  | 75.65 |  |  |  |  |
Outstanding, September 27, 2024 | 9,718 |  |  | $ | 55.20 |  |  | 7,105 |  |  | $ | 46.62 |

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:

| Nine Months Ended
| September 27, 2024 |  | September 29, 2023
Expected life in years | 6.6 |  | 6.7
Interest rate | 4.2 | % |  | 4.0 | %
Volatility | 26.3 | % |  | 26.3 | %
Dividend yield | 1.1 | % |  | 1.3 | %
Weighted average fair value per share | $ | 28.03 |  |  | $ | 21.76 |

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:

| Nine Months Ended
| September 27, 2024 |  | September 29, 2023
Expected life in years | 1.0 |  | 1.0
Interest rate | 4.9 | % |  | 5.1 | %
Volatility | 24.2 | % |  | 26.4 | %
Dividend yield | 1.1 | % |  | 1.4 | %
Weighted average fair value per share | $ | 23.16 |  |  | $ | 18.04 |

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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 |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Pension Benefits |  |  |  |  |  |  |
Service cost | $ | 1,102 |  |  | $ | 1,438 |  |  | $ | 3,822 |  |  | $ | 4,369 |
Interest cost | 2,256 |  |  | 3,632 |  |  | 6,890 |  |  | 11,207 |
Expected return on assets | (2,543) |  |  | (6,399) |  |  | (7,610) |  |  | (14,354) |
Amortization and other | 835 |  |  | 3,041 |  |  | 2,478 |  |  | 3,896 |
Net periodic benefit cost | $ | 1,650 |  |  | $ | 1,712 |  |  | $ | 5,580 |  |  | $ | 5,118 |
Postretirement Medical |  |  |  |  |  |  |
Service cost | $ | 91 |  |  | $ | 61 |  |  | $ | 258 |  |  | $ | 261 |
Interest cost | 305 |  |  | 454 |  |  | 861 |  |  | 874 |
Amortization | 53 |  |  | (280) |  |  | — |  |  | (100) |
Net periodic benefit cost | $ | 449 |  |  | $ | 235 |  |  | $ | 1,119 |  |  | $ | 1,035 |

6.Shareholders’ Equity
Changes in components of accumulated other comprehensive income (loss), net of tax were as follows (in thousands):

| Pension and Post-retirement Medical |  | Cumulative Translation Adjustment |  | Total
Three Months Ended September 27, 2024 |  |  |  |  |
Balance, June 28, 2024 | $ | (29,379) |  |  | $ | (23,500) |  |  | $ | (52,879) |
Other comprehensive income (loss) before reclassifications | — |  |  | 19,491 |  |  | 19,491 |
Reclassified to pension cost and deferred tax | (202) |  |  | — |  |  | (202) |
Balance, September 27, 2024 | $ | (29,581) |  |  | $ | (4,009) |  |  | $ | (33,590) |

Nine Months Ended September 27, 2024 |  |  |  |  |
Balance, December 29, 2023 | $ | (31,012) |  |  | $ | (3,983) |  |  | $ | (34,995) |
Other comprehensive income (loss) before reclassifications | — |  |  | (26) |  |  | (26) |
Reclassified to pension cost and deferred tax | 1,431 |  |  | — |  |  | 1,431 |
Balance, September 27, 2024 | $ | (29,581) |  |  | $ | (4,009) |  |  | $ | (33,590) |

Three Months Ended September 29, 2023 |  |  |  |  |
Balance, June 30, 2023 | $ | (37,915) |  |  | $ | (20,116) |  |  | $ | (58,031) |
Other comprehensive income (loss) before reclassifications | — |  |  | (9,022) |  |  | (9,022) |
Reclassified to pension cost and deferred tax | 848 |  |  | — |  |  | 848 |
Balance, September 29, 2023 | $ | (37,067) |  |  | $ | (29,138) |  |  | $ | (66,205) |

Nine Months Ended September 29, 2023 |  |  |  |  |
Balance, December 30, 2022 | $ | (39,734) |  |  | $ | (29,644) |  |  | $ | (69,378) |
Other comprehensive income (loss) before reclassifications | — |  |  | 506 |  |  | 506 |
Reclassified to pension cost and deferred tax | 2,667 |  |  | — |  |  | 2,667 |
Balance, September 29, 2023 | $ | (37,067) |  |  | $ | (29,138) |  |  | $ | (66,205) |

Amoun
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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):

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Balance, beginning | $ | 4,885 |  |  | $ | 4,199 |  |  | $ | 4,655 |  |  | $ | 6,130 |
Additions charged to costs and expenses | 233 |  |  | 366 |  |  | 738 |  |  | 646 |
Deductions from reserves (1) | (295) |  |  | (595) |  |  | (462) |  |  | (2,864) |
Other additions (deductions) (2) | 118 |  |  | (88) |  |  | 10 |  |  | (30) |
Balance, ending | $ | 4,941 |  |  | $ | 3,882 |  |  | $ | 4,941 |  |  | $ | 3,882 |

(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):

| September 27, 2024 |  | December 29, 2023
Finished products and components | $ | 231,345 |  |  | $ | 221,847 |
Products and components in various stages of completion | 121,994 |  |  | 131,906 |
Raw materials and purchased components | 207,551 |  |  | 202,294 |
Subtotal | 560,890 |  |  | 556,047 |
Reduction to LIFO cost | (119,973) |  |  | (117,698) |
Total | $ | 440,917 |  |  | $ | 438,349 |

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9.Intangible Assets
Components of other intangible assets were as follows (dollars in thousands):

| Finite Life |  | Indefinite Life |  |
| Customer Relationships |  | Patents and Proprietary Technology |  | Trademarks, Trade Names and Other |  | Trade Names |  | Total
As of September 27, 2024 |  |  |  |  |  |  |  |  |
Cost | $ | 194,417 |  |  | $ | 14,174 |  |  | $ | 1,700 |  |  | $ | 62,633 |  |  | $ | 272,924 |
Accumulated amortization | (139,594) |  |  | (9,828) |  |  | (734) |  |  | — |  |  | (150,156) |
Foreign currency translation | (7,287) |  |  | (330) |  |  | — |  |  | 1,813 |  |  | (5,804) |
Book value | $ | 47,536 |  |  | $ | 4,016 |  |  | $ | 966 |  |  | $ | 64,446 |  |  | $ | 116,964 |
Weighted average life in years | 13 |  | 9 |  | 6 |  | N/A |  |

As of December 29, 2023 |  |  |  |  |  |  |  |  |
Cost | $ | 191,417 |  |  | $ | 14,174 |  |  | $ | 1,300 |  |  | $ | 62,633 |  |  | $ | 269,524 |
Accumulated amortization | (128,248) |  |  | (8,547) |  |  | (561) |  |  | — |  |  | (137,356) |
Foreign currency translation | (7,591) |  |  | (344) |  |  | — |  |  | 2,025 |  |  | (5,910) |
Book value | $ | 55,578 |  |  | $ | 5,283 |  |  | $ | 739 |  |  | $ | 64,658 |  |  | $ | 126,258 |
Weighted average life in years | 13 |  | 9 |  | 6 |  | N/A |  |

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):

| 2024 (Remainder) |  | 2025 |  | 2026 |  | 2027 |  | 2028 |  | Thereafter
Estimated Amortization Expense | $ | 4,264 |  |  | $ | 16,908 |  |  | $ | 9,729 |  |  | $ | 6,913 |  |  | $ | 4,707 |  |  | $ | 9,997 |

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

| Contractor |  | Industrial |  | Process |  | Total
Balance, December 29, 2023 | $ | 77,542 |  |  | $ | 143,132 |  |  | $ | 149,554 |  |  | $ | 370,228 |
Additions, adjustments from business acquisitions | — |  |  | — |  |  | 4,022 |  |  | 4,022 |
Foreign currency translation | 65 |  |  | (667) |  |  | 814 |  |  | 212 |
Balance, September 27, 2024 | $ | 77,607 |  |  | $ | 142,465 |  |  | $ | 154,390 |  |  | $ | 374,462 |

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

| September 27, 2024 |  | December 29, 2023
Accrued self-insurance retentions | $ | 8,735 |  |  | $ | 8,654 |
Accrued warranty and service liabilities | 15,074 |  |  | 15,408 |
Accrued trade promotions | 10,254 |  |  | 14,312 |
Payable for employee stock purchases | 12,806 |  |  | 16,639 |
Customer advances and deferred revenue | 52,155 |  |  | 51,578 |
Income taxes payable | 7,054 |  |  | 9,837 |
Tax payable, other | 12,076 |  |  | 12,289 |
Right of return refund liability | 16,967 |  |  | 17,826 |
Operating lease liabilities, current | 7,089 |  |  | 8,242 |
Other | 26,514 |  |  | 30,574 |
Total | $ | 168,724 |  |  | $ | 185,359 |

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 29, 2023 | $ | 15,408 |
Charged to expense | 7,514 |
Margin on parts sales reversed | 977 |
Reductions for claims settled | (8,825) |
Balance, September 27, 2024 | $ | 15,074 |

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):

| Level |  | September 27, 2024 |  | December 29, 2023
Assets |  |  |  |  |
Cash surrender value of life insurance | 2 |  | $ | 25,040 |  |  | $ | 22,255 |
Liabilities |  |  |  |  |
Contingent consideration | 3 |  | $ | 600 |  |  | $ | 1,375 |
Deferred compensation | 2 |  | 7,772 |  |  | 6,445 |
Forward exchange contracts | 2 |  | 22 |  |  | 422 |
Total liabilities at fair value |  |  | $ | 8,394 |  |  | $ | 8,242 |

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 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.
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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: Contractor, Industrial and Process. 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 channels and technologies.
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 |  | Nine Months Ended
| Sep 27, 2024 |  | Sep 29, 2023 |  | % Change |  | Sep 27, 2024 |  | Sep 29, 2023 |  | % Change
Net Sales | $ | 519.2 |  |  | $ | 539.7 |  |  | (4) | % |  | $ | 1,564.6 |  |  | $ | 1,629.0 |  |  | (4) | %
Operating Earnings | 145.7 |  |  | 163.2 |  |  | (11) | % |  | 440.1 |  |  | 476.9 |  |  | (8) | %
Operating Earnings, adjusted (1) | 145.7 |  |  | 162.4 |  |  | (10) | % |  | 440.1 |  |  | 476.1 |  |  | (8) | %
Net Earnings | 122.2 |  |  | 133.1 |  |  | (8) | % |  | 377.4 |  |  | 396.6 |  |  | (5) | %
Net Earnings, adjusted (1) | 122.2 |  |  | 131.5 |  |  | (7) | % |  | 367.1 |  |  | 386.9 |  |  | (5) | %
Diluted Net Earnings per Common Share | $ | 0.71 |  |  | $ | 0.77 |  |  | (8) | % |  | $ | 2.19 |  |  | $ | 2.30 |  |  | (5) | %
Diluted Net Earnings per Common Share, adjusted (1) | $ | 0.71 |  |  | $ | 0.76 |  |  | (7) | % |  | $ | 2.13 |  |  | $ | 2.24 |  |  | (5) | %

(1) See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
Net sales for the third quarter decreased 4 percent from the comparable period last year. Regionally, net sales decreased in EMEA and Asia Pacific. Net sales in the Americas increased in the third quarter and were flat for the year to date. Changes in currency translation rates did not have a significant impact on worldwide net sales for the third quarter and decreased worldwide net sales by $4 million for the year to date.
Operating earnings for the third quarter decreased 11 percent from the comparable period last year due to lower sales volume and higher operating expenses.
Net earnings for the third quarter decreased 8 percent from the comparable period last year as increased interest income and lower interest expense partially offset the decrease in operating earnings. On an adjusted basis, net earnings decreased 7 percent.
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Excluding the impacts of excess tax benefits from stock option exercises, contingent consideration fair value adjustments and impairment charges presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP adjusted measurements of operating earnings, earnings before income taxes, income taxes, effective income tax rates, net earnings and diluted earnings per share follows (in millions except per share amounts):

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Operating earnings | $ | 145.7 |  |  | $ | 163.2 |  |  | $ | 440.1 |  |  | $ | 476.9 |
Contingent consideration | — |  |  | (8.6) |  |  | — |  |  | (8.6) |
Impairment | — |  |  | 7.8 |  |  | — |  |  | 7.8 |
Operating earnings, adjusted | $ | 145.7 |  |  | $ | 162.4 |  |  | $ | 440.1 |  |  | $ | 476.1 |
Earnings before income taxes | $ | 151.3 |  |  | $ | 164.3 |  |  | $ | 456.8 |  |  | $ | 481.3 |
Contingent consideration | — |  |  | (8.6) |  |  | — |  |  | (8.6) |
Impairment | — |  |  | 7.8 |  |  | — |  |  | 7.8 |
Earnings before income taxes, adjusted | $ | 151.3 |  |  | $ | 163.5 |  |  | $ | 456.8 |  |  | $ | 480.5 |
Income taxes, as reported | $ | 29.1 |  |  | $ | 31.2 |  |  | $ | 79.4 |  |  | $ | 84.7 |
Excess tax benefit from option exercises | — |  |  | 0.8 |  |  | 10.3 |  |  | 8.9 |
Income taxes, adjusted | $ | 29.1 |  |  | $ | 32.0 |  |  | $ | 89.7 |  |  | $ | 93.6 |
Effective income tax rate |  |  |  |  |  |  |
As reported | 19.2 | % |  | 19.0 | % |  | 17.4 | % |  | 17.6 | %
Adjusted | 19.2 | % |  | 19.6 | % |  | 19.7 | % |  | 19.5 | %
Net Earnings, as reported | $ | 122.2 |  |  | $ | 133.1 |  |  | $ | 377.4 |  |  | $ | 396.6 |
Contingent consideration | — |  |  | (8.6) |  |  | — |  |  | (8.6) |
Impairment | — |  |  | 7.8 |  |  | — |  |  | 7.8 |
Excess tax benefit from option exercises | — |  |  | (0.8) |  |  | (10.3) |  |  | (8.9) |
Net Earnings, adjusted | $ | 122.2 |  |  | $ | 131.5 |  |  | $ | 367.1 |  |  | $ | 386.9 |
Weighted Average Diluted Shares | 172.1 |  |  | 172.8 |  |  | 172.3 |  |  | 172.3 |
Diluted Earnings per Share |  |  |  |  |  |  |
As reported | $ | 0.71 |  |  | $ | 0.77 |  |  | $ | 2.19 |  |  | $ | 2.30 |
Adjusted | $ | 0.71 |  |  | $ | 0.76 |  |  | $ | 2.13 |  |  | $ | 2.24 |

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

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
Cost of products sold | 46.8 |  |  | 47.3 |  |  | 46.1 |  |  | 47.1 |
Gross Profit | 53.2 |  |  | 52.7 |  |  | 53.9 |  |  | 52.9 |
Product development | 4.1 |  |  | 3.7 |  |  | 4.2 |  |  | 3.8 |
Selling, marketing and distribution | 12.5 |  |  | 11.2 |  |  | 12.8 |  |  | 11.9 |
General and administrative | 8.5 |  |  | 7.7 |  |  | 8.8 |  |  | 7.9 |
Contingent consideration | — |  |  | (1.6) |  |  | — |  |  | (0.5) |
Impairment | — |  |  | 1.5 |  |  | — |  |  | 0.5 |
Operating Earnings | 28.1 |  |  | 30.2 |  |  | 28.1 |  |  | 29.3 |
Interest expense | 0.1 |  |  | 0.3 |  |  | 0.1 |  |  | 0.3 |
Other income, net | (1.2) |  |  | (0.5) |  |  | (1.2) |  |  | (0.5) |
Earnings Before Income Taxes | 29.2 |  |  | 30.4 |  |  | 29.2 |  |  | 29.5 |
Income taxes | 5.7 |  |  | 5.7 |  |  | 5.1 |  |  | 5.2 |
Net Earnings | 23.5 | % |  | 24.7 | % |  | 24.1 | % |  | 24.3 | %

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

| Three Months Ended |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Americas(1) | $ | 334.7 |  |  | $ | 332.7 |  |  | $ | 1,005.5 |  |  | $ | 1,010.5 |
EMEA(2) | 105.1 |  |  | 107.1 |  |  | 324.9 |  |  | 331.7 |
Asia Pacific | 79.4 |  |  | 99.9 |  |  | 234.2 |  |  | 286.8 |
Consolidated | $ | 519.2 |  |  | $ | 539.7 |  |  | $ | 1,564.6 |  |  | $ | 1,629.0 |

(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 |  | Nine Months
| Volume and Price |  | Acquisitions |  | Currency |  | Total |  | Volume and Price |  | Acquisitions |  | Currency |  | Total
Americas | 1% |  | 0% |  | 0% |  | 1% |  | 0% |  | 0% |  | 0% |  | 0%
EMEA | (3)% |  | 0% |  | 1% |  | (2)% |  | (3)% |  | 0% |  | 1% |  | (2)%
Asia Pacific | (21)% |  | 0% |  | 0% |  | (21)% |  | (17)% |  | 0% |  | (1)% |  | (18)%
Consolidated | (4)% |  | 0% |  | 0% |  | (4)% |  | (4)% |  | 0% |  | 0% |  | (4)%

Gross Profit
Gross profit margin rate improved approximately 1 percentage point for both the third quarter and year to date from the comparable periods last year due to favorable price-cost dynamics.
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Operating Expenses
Total operating expenses increased $9 million (7 percent) for the third quarter and $19 million (5 percent) for the year to date, respectively, compared to last year. More than half of the increase for the quarter and year to date was from investments in new product development and other growth initiatives, including the relocation to a new distribution center. Reductions in volume and earnings-based expenses of $3 million for the quarter and $8 million for the year to date partially offset the increase in operating expenses.
Interest and Other (Income) Expense
Interest expense was $1 million lower for the third quarter and $3 million lower for the year to date compared to the same periods last year as private placement debt was repaid in the third quarter of 2023. Other income increased $4 million for the quarter and $10 million for the year to date from the comparable periods last year largely due to increased interest income.
Income Taxes
The effective income tax rate was 19 percent for the third quarter and 17 percent for the year to date. Adjusted to exclude the impacts of excess tax benefits from stock option exercises, the adjusted effective income tax rate of 19 percent for the quarter and 20 percent for the year to date was comparable to last year.
Segment Results
Certain measurements of segment operations compared to last year are summarized below:
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 |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales |  |  |  |  |  |  |
Americas | $ | 182.4 |  |  | $ | 185.7 |  |  | $ | 552.9 |  |  | $ | 558.2 |
EMEA | 40.1 |  |  | 41.2 |  |  | 131.2 |  |  | 131.8 |
Asia Pacific | 19.8 |  |  | 18.4 |  |  | 57.9 |  |  | 56.9 |
Total | $ | 242.3 |  |  | $ | 245.3 |  |  | $ | 742.0 |  |  | $ | 746.9 |
Operating earnings as a percentage of net sales | 29 | % |  | 30 | % |  | 30 | % |  | 29 | %

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

| Three Months |  | Nine Months
| Volume and Price |  | Acquisitions |  | Currency |  | Total |  | Volume and Price |  | Acquisitions |  | Currency |  | Total
Americas | (2)% |  | 0% |  | 0% |  | (2)% |  | (1)% |  | 0% |  | 0% |  | (1)%
EMEA | (4)% |  | 0% |  | 1% |  | (3)% |  | (1)% |  | 0% |  | 1% |  | 0%
Asia Pacific | 7% |  | 0% |  | 0% |  | 7% |  | 4% |  | 0% |  | (2)% |  | 2%
Segment Total | (1)% |  | 0% |  | 0% |  | (1)% |  | 0% |  | 0% |  | (1)% |  | (1)%

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Contractor segment net sales decreased 1 percent for both the third quarter and year to date as favorable response to new product offerings was unable to offset softness in worldwide construction markets. For the quarter, price realization was unable to offset higher expenses, which resulted in a 1 percentage point decrease in the operating margin rate. The operating margin rate for the year to date increased 1 percentage point as price realization and lower product costs combined to more than offset higher expenses.
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 |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales |  |  |  |  |  |  |
Americas | $ | 72.1 |  |  | $ | 61.5 |  |  | $ | 206.2 |  |  | $ | 190.5 |
EMEA | 48.0 |  |  | 46.2 |  |  | 142.7 |  |  | 143.4 |
Asia Pacific | 36.2 |  |  | 49.4 |  |  | 105.1 |  |  | 136.9 |
Total | $ | 156.3 |  |  | $ | 157.1 |  |  | $ | 454.0 |  |  | $ | 470.8 |
Operating earnings as a percentage of net sales | 34 | % |  | 35 | % |  | 33 | % |  | 35 | %

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

| Three Months |  | Nine Months
| Volume and Price |  | Acquisitions |  | Currency |  | Total |  | Volume and Price |  | Acquisitions |  | Currency |  | Total
Americas | 18% |  | 0% |  | (1)% |  | 17% |  | 8% |  | 0% |  | 0% |  | 8%
EMEA | 3% |  | 0% |  | 1% |  | 4% |  | (1)% |  | 0% |  | 0% |  | (1)%
Asia Pacific | (27)% |  | 0% |  | 0% |  | (27)% |  | (22)% |  | 0% |  | (1)% |  | (23)%
Segment Total | 0% |  | 0% |  | (1)% |  | (1)% |  | (3)% |  | 0% |  | (1)% |  | (4)%

Industrial segment net sales decreased 1 percent for the third quarter as timing of finishing system sales in the Americas largely offset declines in Asia Pacific. For the year to date, net sales declined 4 percent as sales growth in the Americas was unable to offset decreases in both EMEA and Asia Pacific. The operating margin rate decreased 1 percentage point for the quarter and 2 percentage points for the year to date as price realization was unable to offset the unfavorable effects of lower volume, product and channel mix, and higher expenses.
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 |  | Nine Months Ended
| September 27, 2024 |  | September 29, 2023 |  | September 27, 2024 |  | September 29, 2023
Net Sales |  |  |  |  |  |  |
Americas | $ | 80.2 |  |  | $ | 85.5 |  |  | $ | 246.4 |  |  | $ | 261.7 |
EMEA | 17.0 |  |  | 19.7 |  |  | 51.1 |  |  | 56.5 |
Asia Pacific | 23.4 |  |  | 32.1 |  |  | 71.2 |  |  | 93.1 |
Total | $ | 120.6 |  |  | $ | 137.3 |  |  | $ | 368.7 |  |  | $ | 411.3 |
Operating earnings as a percentage of net sales | 27 | % |  | 31 | % |  | 28 | % |  | 31 | %

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

| Three Months |  | Nine Months
| Volume and Price |  | Acquisitions |  | Currency |  | Total |  | Volume and Price |  | Acquisitions |  | Currency |  | Total
Americas | (6)% |  | 0% |  | 0% |  | (6)% |  | (6)% |  | 0% |  | 0% |  | (6)%
EMEA | (14)% |  | 0% |  | 0% |  | (14)% |  | (10)% |  | 0% |  | 0% |  | (10)%
Asia Pacific | (27)% |  | 0% |  | 0% |  | (27)% |  | (23)% |  | 0% |  | 0% |  | (23)%
Segment Total | (12)% |  | 0% |  | 0% |  | (12)% |  | (10)% |  | 0% |  | 0% |  | (10)%

Continued weakness in the Process segment's semiconductor product application drove a double-digit decrease in net sales for both the third quarter and year to date. Operating margin rates for the quarter and year to date declined, driven by lower sales volume and higher expenses.
Liquidity and Capital Resources
Net cash provided by operating activities totaled $436 million in the first nine months of 2024 compared to $491 million in the same period last year. Lower net earnings, increased inventory purchases, and the timing of estimated income tax payments in 2024 drove most of the decrease. Inventory levels increased in 2024 primarily due to the effect of new product offerings. Significant uses of cash in the first nine months of 2024 included plant and equipment additions of $93 million and dividend payments of $129 million. Net proceeds from shares issued totaled $45 million, which were partially offset by share repurchases of $31 million.
For the first nine months of 2023, significant uses of cash included plant and equipment additions of $146 million, dividend payments of $119 million, and long-term debt payments of $75 million. Net proceeds from shares issued totaled $54 million, which was partially offset by share repurchases of $27 million.
As of September 27, 2024, the Company had available liquidity of $1,539 million, including cash and cash equivalents of $764 million, of which $226 million was held outside of the U.S., and available credit under existing committed credit facilities of $775 million.
Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs for the next 12 months and beyond, including its capital expenditure plan, planned dividends, share repurchases, announced and potential future acquisitions, and operating requirements. Capital expenditures for 2024 are expected to be approximately $120 million, including $70 million in facility expansion projects. The Company may make opportunistic share repurchases going forward.
Outlook
The Company's end markets and regions continue to face demand challenges. The Company reaffirms its full-year 2024 revenue guidance of a low single-digit decline on an organic, constant currency basis.
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 2023 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.
Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to, risks relating to the demand for our products and the level of commercial and
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industrial activity worldwide; changes in currency translation rates; international and domestic political instability; interest rate fluctuations and changes in credit markets; global sourcing of materials; interruptions of or intrusions into our information systems; intellectual property rights; the use of generative artificial intelligence; conducting business internationally; catastrophic events; our ability to attract, develop and retain qualified personnel; public health crises; our growth strategies and acquisitions; potential goodwill impairment; our ability to compete effectively; our dependence on a few large customers; our dependence on cyclical industries; changes in laws and regulations; climate-related laws, regulations and accords; environmental, social and governance-related expectations and requirements; compliance with anti-corruption and trade laws; changes in tax rates or the adoption of new tax legislation; and costs associated with legal proceedings. Please refer to Item 1A of the 2023 Annual Report 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 2023 Annual Report.
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.
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PART II OTHER INFORMATION
Item 1A.Risk Factors
There have been no material changes to the Company’s risk factors from those disclosed in the 2023 Annual Report.
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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On December 7, 2018, the Board of Directors authorized the purchase of up to 18 million shares of common stock, primarily through open market transactions. The authorization is for an indefinite period of time or until terminated by the Board.
In addition to shares purchased under the Board authorization, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax 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)
June 29, 2024 - July 26, 2024 |  | 144,134 |  |  | $ | 78.46 |  |  | — |  |  | 13,181,563 |
July 27, 2024 - August 23, 2024 |  | 30,554 |  |  | $ | 78.87 |  |  | — |  |  | 13,151,009 |
August 24, 2024 - September 27, 2024 |  | — |  |  | $ | — |  |  | — |  |  | 13,151,009 |

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Item 5.Other Information
During the three months ended September 27, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
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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 17, 2023. (Incorporated by reference to Exhibit 3.2 to the Company’s 2022 Annual Report on Form 10-K.)
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 Third Quarter Earnings dated October 23, 2024.
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: |  | October 23, 2024 |  | By: |  | /s/ Mark W. Sheahan
|  |  |  |  |  | Mark W. Sheahan
|  |  |  |  |  | President and Chief Executive Officer
|  |  |  |  |  | (Principal Executive Officer)
Date: |  | October 23, 2024 |  | By: |  | /s/ David M. Lowe
|  |  |  |  |  | David M. Lowe
|  |  |  |  |  | Chief Financial Officer and Treasurer
|  |  |  |  |  | (Principal Financial Officer)
Date: |  | October 23, 2024 |  | By: |  | /s/ Christopher D. Knutson
|  |  |  |  |  | Christopher D. Knutson
|  |  |  |  |  | Executive Vice President, Corporate Controller
|  |  |  |  |  | (Principal Accounting Officer)