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 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
                                            June 26,           June 28,              %               June 26,         June 28,              %
                                              2020               2019              Change              2020             2019              Change
Net Sales                                 $    366.9          $ 428.3                  (14) %       $ 740.5          $ 833.2                  (11) %
Operating Earnings                              44.8            112.4                  (60) %         134.6            216.9                  (38) %
Net Earnings                                    28.8             88.1                  (67) %         101.7            174.9                  (42) %
Net Earnings, adjusted (1)                      62.3             85.9                  (27) %         127.5            166.0                  (23) %

Diluted Net Earnings per Common Share $ 0.17 $ 0.51

            (67) %       $  0.59          $  1.02                  (42) %
Diluted Net Earnings per Common Share,
adjusted (1)                              $     0.37          $  0.50                  (26) %       $  0.74          $  0.97                  (24) %


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



Increases in Contractor sales for the quarter and year to date partially offset
the impact of double digit organic percentage declines in other segments.
Changes in currency translation rates decreased worldwide sales by approximately
$5 million for the quarter and $9 million for the year to date. Sales from
acquired operations contributed approximately $7 million (2 percentage points)
to the second quarter and $12 million (2 percentage points) to the year to date.
Changes in product and channel mix, lower factory volume and changes in currency
translation rates drove decreases in gross margin rates for the quarter and the
year to date. Earnings 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 a U.K.-based valve business that was sold in the third
quarter. Total operating expenses before impairment charges decreased 10 percent
for the quarter and 6 percent for the year to date. Reductions in volume and
earnings-based expenses more than offset increases in product development
expenses.
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Excluding the impact of impairment charges, 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 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                                    Six Months Ended
                                                June 26,           June 28,          June 26,              June 28,
                                                  2020               2019              2020                  2019
Operating earnings, as reported               $    44.8           $  112.4          $  134.6          $        216.9
Impairment                                         35.0                  -              35.0                       -
Operating earnings, adjusted                  $    79.8           $  112.4

$ 169.6 $ 216.9



Earnings before income taxes, as reported     $    42.0           $  107.8          $  124.1          $        208.5
Impairment                                         35.0                  -              35.0                       -
Earnings before income taxes, adjusted        $    77.0           $  107.8

$ 159.1 $ 208.5



Income taxes, as reported                     $    13.2           $   19.7          $   22.5          $         33.6
Excess tax benefit from option exercises            0.3                2.2               8.0                     7.4
Impairment tax benefit                              1.2                  -               1.2                       -
Other non-recurring tax benefit                       -                  -                 -                     1.5
Income taxes, adjusted                        $    14.7           $   21.9          $   31.7          $         42.5

Effective income tax rate
  As reported                                      31.4   %           18.2  %           18.1  %                 16.1   %
  Adjusted                                         19.1   %           20.3  %           19.9  %                 20.4   %

Net Earnings, as reported                     $    28.8           $   88.1          $  101.7          $        174.9
Impairment, net                                    33.8                  -              33.8                       -
Excess tax benefit from option exercises           (0.3)              (2.2)             (8.0)                   (7.4)
Other non-recurring tax benefit                       -                  -                 -                    (1.5)
Net Earnings, adjusted                        $    62.3           $   85.9

$ 127.5 $ 166.0



Weighted Average Diluted Shares                   170.5              172.0             171.6                   171.5
Diluted Earnings per Share
  As reported                                 $    0.17           $   0.51          $   0.59          $         1.02
  Adjusted                                    $    0.37           $   0.50          $   0.74          $         0.97




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


                                                   Three Months Ended                                                Six Months Ended
                                            June 26,                 June 28,                 June 26,                June 28,
                                              2020                     2019                     2020                    2019
Net Sales                                        100.0  %                 100.0  %                 100.0  %                100.0  %
Cost of products sold                             50.2                     47.0                     48.5                    46.8
Gross Profit                                      49.8                     53.0                     51.5                    53.2
Product development                                4.9                      4.1                      4.7                     4.1
Selling, marketing and distribution               13.3                     14.1                     14.4                    14.6
General and administrative                         9.8                      8.6                      9.5                     8.5
Impairment                                         9.6                        -                      4.7                       -
Operating Earnings                                12.2                     26.2                     18.2                    26.0
Interest expense                                   0.9                      0.8                      0.8                     0.8

Other expense (income), net                       (0.2)                     0.2                      0.6                     0.2
Earnings Before Income Taxes                      11.5                     25.2                     16.8                    25.0
Income taxes                                       3.6                      4.6                      3.1                     4.0
Net Earnings                                       7.9  %                  20.6  %                  13.7  %                 21.0  %



Net Sales

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


                   Three Months Ended                            Six Months Ended
                  June 26,        June 28,      June 26,          June 28,
                    2020            2019          2020              2019
Americas(1)    $    227.7        $ 253.7       $ 452.5       $        485.7
EMEA(2)              71.1          101.1         158.9                200.6
Asia Pacific         68.1           73.5         129.1                146.9
Consolidated   $    366.9        $ 428.3       $ 740.5       $        833.2

(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
                     Volume and Price           Acquisitions            Currency           Total           Volume and Price           Acquisitions           Currency            Total
Americas                  (11)%                      1%                    0%              (10)%                 (7)%                      0%                   0%                (7)%
EMEA                      (30)%                      2%                   (2)%             (30)%                (21)%                      2%                  (2)%              (21)%
Asia Pacific               (9)%                      4%                   (2)%              (7)%                (13)%                      3%                  (2)%              (12)%
Consolidated              (15)%                      2%                   (1)%             (14)%                (12)%                      2%                  (1)%              (11)%



Gross Profit

Gross profit margin rates for the quarter and year to date decreased from the
comparable periods last year. Strong price realization was not enough to offset
the adverse impacts of unfavorable product and channel mix (lower high-margin
Industrial sales combined with growth in lower-margin Contractor segment sales),
lower factory volume and changes in currency translation rates.


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Operating Expenses

In the second quarter, the Company entered into negotiations to sell its
U.K.-based valve business ("Alco"), which has significant exposure to oil and
natural gas markets, and has accumulated operating losses since acquired in
2014. Alco operations contributed $7 million of sales for the year to date and
are included within the Company's Process segment. Based on the negotiations to
sell, the Company revalued its investment in Alco, recording non-cash impairment
charges of $35 million, including $24 million of previously unrealized foreign
currency translation losses recorded in accumulated other comprehensive income.
The impact on net earnings was $34 million or $0.20 per diluted share. The sale
of Alco was completed in the third quarter.

Total operating expenses before impairment charges decreased $12 million (10
percent) for the quarter and $14 million (6 percent) for the year to date
compared to last year. Reductions in volume and earnings-based expenses more
than offset increases in product development, which increased 4 percent for the
quarter and 3 percent for the year to date, as the Company continued its
development initiatives.

Other Expense



Other non-operating expenses decreased $2 million for the quarter and increased
$3 million for the year to date mostly due to market valuation fluctuations on
investments held to fund certain retirement benefits liabilities.
Income Taxes

The effective income tax rate for the quarter was 31 percent, up 13 percentage
points from the comparable period last year, primarily due to non-deductible
impairment charges. The effective income tax rate for the year to date was 18
percent, up 2 percentage points from the comparable period last year. The
year-to-date increase from the non-deductible impairment charges was partially
offset by the favorable impact of an increase in excess tax benefits related to
stock option exercises.
Economic Uncertainty
The ongoing COVID-19 pandemic and related governmental and business responses
had an adverse effect on our operations, supply chains, distribution channels,
and end-user customers. Incoming order rates, on an organic, constant currency
basis, declined by approximately 24 percent in April and improved sequentially
in May and June, as government restrictions loosened in certain areas, and as
our customers responded favorably to new product offerings. Current order rates
for our Industrial and Process segments have not recovered to pre-pandemic
levels. While our Contractor segment has seen growth in order rates, there is
uncertainty with respect to the duration and level at which the activity will
continue.

We manufacture and provide essential products and services to a variety of
critical infrastructure customers. We have remained operational during the
pandemic and we intend to continue providing our products and services to our
customers. Our commercial teams are focused on customer service, maintaining
end-user customer contact and providing support to our distributors. Our
engineering teams continue to develop and launch new products.

As a result of the pandemic and various governmental orders, a significant
number of our employees are working from home, and we altered our manufacturing
operations to allow for appropriate social distancing, hygiene, cleaning and
disinfecting. In our supply chain, we have experienced isolated instances of
suppliers temporarily closing their operations, delaying order fulfillment or
limiting their production, and we are utilizing alternative supply arrangements
as needed. We have also experienced isolated instances of distributors reducing
or closing their operations, impacting the ability of some of our end-user
customers to procure our products through our traditional distribution channels.
Some of our end-user customers are deferring capital equipment purchases, and
have eliminated in-person sales meetings. In addition, trade shows, industry
events and product demonstrations have been cancelled or postponed. As a result,
our selling activities and our ability to convert those activities into sales
have been and we expect will continue to be adversely impacted. We will continue
to manage our working capital, such as receivables and inventory, to align with
customer needs and changes in demand for our products and services.

The timing and extent of the economic recovery 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. We do not expect the
pandemic to have a significant effect on our liquidity as operating cash flows
and available liquidity are sufficient to support operations at current order
rates (see Liquidity and Capital Resources below).


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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
                                                     June 26,           June 28,         June 26,          June 28,
                                                       2020               2019             2020              2019
Net Sales
Americas                                           $     58.4          $  80.7          $ 132.8          $  161.6
EMEA                                                     34.8             59.1             81.0             117.2
Asia Pacific                                             40.0             48.7             78.1              98.8
Total                                              $    133.2          $ 188.5          $ 291.9          $  377.6
Operating earnings as a percentage of net sales            28  %            34  %            30  %             34   %



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


                                                    Three Months                                                                                                                            Six Months
                    Volume and Price           Acquisitions           Currency             Total            Volume and Price           Acquisitions           Currency            Total
Americas                 (27)%                      0%                  (1)%               (28)%                 (17)%                      0%                  (1)%              (18)%
EMEA                     (40)%                      0%                  (1)%               (41)%                 (29)%                      0%                  (2)%              (31)%
Asia Pacific             (16)%                      0%                  (2)%               (18)%                 (19)%                      0%                  (2)%              (21)%
Segment Total            (28)%                      0%                  (1)%               (29)%                 (22)%                      0%                  (1)%              (23)%



Industrial segment sales for the quarter and year to date declined in all
regions with worldwide government actions that severely reduced economic
activity in major geographies. While gross margin rates in this segment remained
relatively strong, decreases in operating expenses did not keep pace with the
drop in sales volume, driving operating earnings as a percentage of sales down
compared to last year.

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
                                              June 26,            June 28,            June 26,              June 28,
                                                2020                2019                2020                  2019
Net Sales
Americas                                   $     45.9           $     55.1          $   101.0          $        112.2
EMEA                                             13.2                 14.3               29.0                    30.1
Asia Pacific                                     18.6                 15.7               33.8                    29.7
Total                                      $     77.7           $     85.1          $   163.8          $        172.0
Operating earnings as a percentage of net
sales                                              15   %               22  %              18  %                   22   %



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The following table presents the components of net sales change by geographic
region for the Process segment:
                                                    Three Months                                                                                                                            Six Months
                    Volume and Price           Acquisitions           Currency             Total            Volume and Price           Acquisitions           Currency            Total
Americas                 (20)%                      4%                   0%                (16)%                 (13)%                      3%                   0%               (10)%
EMEA                     (17)%                     11%                  (2)%               (8)%                  (11)%                      9%                  (2)%               (4)%
Asia Pacific               1%                      20%                  (3)%                18%                   (1)%                     18%                  (3)%               14%
Segment Total            (16)%                      8%                  (1)%               (9)%                  (11)%                      7%                  (1)%               (5)%



Acquired operations in the Process segment contributed sales of $7 million for
the quarter and $12 million for the year to date. Lower volume, higher product
costs, unfavorable channel and product mix, and lower operating margins of
acquired operations combined to decrease operating earnings as a percentage of
sales for both the quarter and the 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
                                              June 26,            June 28,           June 26,              June 28,
                                                2020                2019               2020                  2019
Net Sales
Americas                                   $    123.3           $   118.0          $   218.6          $        211.9
EMEA                                             23.0                27.7               48.8                    53.3
Asia Pacific                                      9.5                 9.1               17.2                    18.4
Total                                      $    155.8           $   154.8          $   284.6          $        283.6
Operating earnings as a percentage of net
sales                                              26   %              26  %              24  %                   23   %


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


                                                      Three Months                                                                                                                           Six Months
                      Volume and Price           Acquisitions           Currency            Total            Volume and Price           Acquisitions           Currency            Total
Americas                     5%                       0%                  (1)%                4%                    3%                       0%                   0%                 3%
EMEA                       (15)%                      0%                  (2)%              (17)%                  (6)%                      0%                  (2)%               (8)%
Asia Pacific                 9%                       0%                  (4)%                5%                   (3)%                      0%                  (4)%               (7)%
Segment Total                1%                       0%                   0%                 1%                    1%                       0%                  (1)%                0%



Contractor segment sales increased by 1 percent at consistent currency
translation rates for both the quarter and the year to date. Favorable response
to new product offerings and continued stability in construction markets in the
Americas drove the increase. Operating margin rate was steady for the quarter
and increased by 1 percentage point for the year to date, as the favorable
effects of strong realized pricing and expense leverage offset unfavorable
effects of product and channel mix and higher factory spending.

Liquidity and Capital Resources



Net cash provided by operating activities totaled $143 million in the first half
of 2020, down $21 million from the comparable period of 2019. The decrease was
driven by lower sales and net earnings. Purchases of Company common stock
totaling $102 million in 2020 were partially offset by net proceeds from shares
issued totaling $40 million. Other significant uses of cash included dividend
payments of $58 million, property, plant and equipment additions of $33 million
and business acquisitions of $27 million. The Company may make additional
opportunistic share purchases going forward.

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In March 2020, the Company borrowed $250 million under its $500 million
revolving credit facility in order to increase its cash position and preserve
financial flexibility. The proceeds from the advance are available to be used
for working capital, general corporate or other purposes.
Significant uses of cash in 2019 included cash dividends of $53 million,
property, plant and equipment additions of $70 million and business acquisitions
of $6 million. Proceeds from shares issued in the first half of 2019 totaled $33
million, partially offset by $2 million of payments for shares repurchased in
2018 and settled in 2019.

At June 26, 2020, the Company had various lines of credit totaling $595 million,
of which $326 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.

Cash balances and unused financing sources are expected to provide the Company
with the flexibility to meet its liquidity needs in 2020, including its capital
expenditure plan, planned dividends, share repurchases, acquisitions and
operating requirements.

Outlook



While weak economic conditions affected our business in the second quarter, we
remain committed to our long-term strategy. Our initiatives for 2021 and beyond
have continued as usual. We will use this difficult period to strengthen our
competitive position, expand our product offering, build our global channel and
enter new market spaces. These initiatives may put pressure on our short-term
financial results, but will position us to capitalize when market conditions
normalize. We also recognize that the timing and shape of a recovery is highly
uncertain. We will remain agile and have contingency plans in place to
appropriately respond to conditions as they unfold.

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 2019 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:
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; and variations in activity in the
construction, automotive, mining and oil and natural gas industries. Please
refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2019 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.
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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.

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