form_11k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 11-K
(Mark
One)
|
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For
the fiscal year ended December 31,
2008.
OR
|
o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from
to
.
Commission
file number 1-8649.
|
A.
Full title of the plan and address of the plan if different from
that of the issuer named below:
|
The
Toro Company Investment, Savings, and Employee Stock Ownership Plan
The
Toro Company
8111
Lyndale Avenue South
Minneapolis,
MN 55420
Attn:
Director, Tax Accounting
|
B.
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive
office:
|
The
Toro Company
8111
Lyndale Avenue South
Minneapolis,
MN 55420
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Table
of Contents
The Plan
Administrator
The Toro
Company Investment, Savings,
and Employee Stock Ownership
Plan:
We have
audited the accompanying statements of net assets available for benefits of The
Toro Company Investment, Savings, and Employee Stock Ownership Plan (the Plan)
as of December 31, 2008 and 2007, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2008 and 2007, and the changes in net assets available for benefits
for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of the year) as of December 31, 2008 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG
LLP
Minneapolis,
Minnesota
June 26,
2009
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
December
31, 2008 and 2007
|
|
2008
|
|
|
2007
|
|
Assets:
|
|
|
|
|
|
|
Investments
at fair value:
|
|
|
|
|
|
|
Interest
in the Toro Company Master Trust Fund
|
|
$ |
435,905,687 |
|
|
|
639,702,693 |
|
Loans
|
|
|
1,156 |
|
|
|
1,677 |
|
Total
investments
|
|
|
435,906,843 |
|
|
|
639,704,370 |
|
|
|
|
|
|
|
|
|
|
Employee
contribution receivable
|
|
|
37,877 |
|
|
|
48,590 |
|
Employer
contribution receivable
|
|
|
13,119,869 |
|
|
|
12,614,806 |
|
Net
assets available for benefits at fair value
|
|
|
449,064,589 |
|
|
|
652,367,766 |
|
Adjustment
from fair value to contract value for
|
|
|
|
|
|
|
|
|
fully
benefit-responsive investment contracts
|
|
|
5,140,753
|
|
|
|
251,174
|
|
Net
assets available for benefits
|
|
$ |
454,205,342 |
|
|
|
652,618,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Years
ended December 31, 2008 and 2007
|
|
2008
|
|
|
2007
|
|
(Deductions)
Additions to Net Assets:
|
|
|
|
|
|
|
Investment
(loss) income:
|
|
|
|
|
|
|
Participant
loan interest
|
|
$ |
6 |
|
|
|
2,488 |
|
Plan
interest in net investment (loss) income of
|
|
|
|
|
|
|
|
|
the
Toro Company Master Trust Fund
|
|
|
(197,420,588 |
) |
|
|
64,666,354 |
|
Net
investment (loss) income
|
|
|
(197,420,582 |
) |
|
|
64,668,842 |
|
|
|
|
|
|
|
|
|
|
Employer
contributions
|
|
|
16,489,420 |
|
|
|
16,720,304 |
|
Employee
contributions
|
|
|
13,434,214 |
|
|
|
13,156,808 |
|
Rollover
contributions
|
|
|
872,143 |
|
|
|
690,595 |
|
Total
contributions
|
|
|
30,795,777 |
|
|
|
30,567,707 |
|
|
|
|
|
|
|
|
|
|
Total
(deductions) additions to net assets
|
|
|
(166,624,805 |
) |
|
|
95,236,549 |
|
|
|
|
|
|
|
|
|
|
Deductions
from Net Assets:
|
|
|
|
|
|
|
|
|
Administrative
Fees
|
|
|
(30,455 |
) |
|
|
(2,902 |
) |
Benefit
payments
|
|
|
(33,596,849 |
) |
|
|
(49,493,955 |
) |
Total
deductions from net assets
|
|
|
(33,627,304 |
) |
|
|
(49,496,857 |
) |
|
|
|
|
|
|
|
|
|
Assets
transferred to the Plan
|
|
|
1,838,511 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in net assets available
|
|
|
|
|
|
|
|
|
for
benefits
|
|
|
(198,413,598 |
) |
|
|
45,739,692 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
652,618,940 |
|
|
|
606,879,248 |
|
|
|
|
|
|
|
|
|
|
End
of year
|
|
$ |
454,205,342 |
|
|
|
652,618,940 |
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December
31, 2008 and 2007
(1)
|
Summary
Description of Plan
|
The
following description of The Toro Company Investment, Savings, and Employee
Stock Ownership Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan document restated as of January 1,
2006 for more complete information. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Effective January 1, 2002, The Toro Company Employee Stock
Ownership Plan was merged into The Toro Company Investment and Savings Plan to
become The Toro Company Investment, Savings, and Employee Stock Ownership Plan.
However, there continues to be an Employee Stock Ownership (ESOP) portion and a
profit sharing portion of the Plan. Effective September 2, 2003, the
Exmark Manufacturing Company, Inc. 401(k) Profit Sharing Plan was merged into
the Plan. The Exmark Manufacturing Company, Inc. 401(k) Profit Sharing Plan
offered loans to participants. Since loans are not offered under the
Plan, outstanding loan balances were transferred as a result of the merger into
the Plan and continue to be repaid by participants. Effective April
4, 2008, the
Rain Master Irrigation Systems Inc, 410(k) Profit Sharing Plan
was merged into the Plan.
The
primary purpose of the ESOP portion of the Plan is to provide employees who
become participants in the Plan an opportunity to have their account balances
invested in Common Stock of The Toro Company (the Company). The portions of
participant accounts that hold Toro Company Common Stock are included in the
ESOP portion of the Plan. The portions of participant accounts that do not
hold such stock are included in the profit sharing portion of the
Plan.
Participants
may make their own contributions to the Plan. These are initially made to
the profit sharing portion of the Plan.
Plan
participants are also eligible to have the Company make ESOP and Investment Fund
Contributions to the Plan on their behalf after two years of qualifying service
with the Company. Participants are fully vested in the entire balance of their
individual accounts attributable to those contributions. The Company also makes
matching contributions to the Plan with respect to Participant contributions.
Participants are eligible for matching contributions after completing one year
of qualifying service with the Company. Company matching contributions, together
with income attributable thereto, vest at a rate of 20% after one year of
vesting service, with an additional 20% being accumulated annually thereafter
until the participant is 100% vested. ESOP Contributions and Matching
Contributions are initially invested in Company Common Stock.
Participants may
choose to have their accounts including those initially invested in Company
Common Stock invested in any of the investment funds made available
under the Plan or in Company Common Stock. All contributions under
the Plan are made to a trust that holds all of the assets of the
Plan.
Participant
may receive distributions from their vested accounts under the Plan upon
termination of employment, retirement, or death in the form of a lump-sum
payment or in installments. Participants are allowed to withdraw
amounts that they previously rolled into the Plan. Withdrawals are
also allowed from selected accounts in the event of a defined financial hardship
to the extent necessary to satisfy the financial need. To the extent
an account is invested in
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
Company
common shares, a withdrawal or distribution can be in the form of common shares
or cash.
Effective
November 5, 2007, a new trustee (Fidelity) was appointed to the
Plan. Plan assets transferred to the new trustee were transferred
into funds comparable to those offered by the former trustee (J.P. Morgan
Retirement Plan Services). The conversion initiated a “Black Out”
period beginning October 20, 2007 and continued through November 4,
2007. Prior to this period, employees were notified and able to
select funds with the new trustee. During the Black Out period, fund
elections could not be changed or withdrawn from the Plan until the new trustee
had time to accurately complete the conversion. Employee
contributions continued to be made through payroll deductions, and contributions
were deposited directly into the participant accounts based on their elections
until the completion of the Black Out period.
Benefit
payments and transfers of participants’ interests are made by the
trustee.
During
the year ended December 31, 2008 and 2007, forfeited nonvested accounts totaled
$113,329 and $36,383, respectively. These amounts are used to offset future
employer contributions.
The
Company absorbs all administrative costs of the Plan, with the exception of
investment management fees, which are netted against investment
income.
(2)
|
Summary
of Significant Accounting Policies
|
|
(a)
|
Basis
of Financial Statement Presentation
|
The
accompanying financial statements of The Toro Company Investment, Savings, and
Employee Stock Ownership Plan are presented in accordance with U.S generally
accepted accounting principles. The accounting records of the Plan are
maintained on the accrual basis.
The
Plan’s investments are in a Master Trust held by Fidelity. The investment
securities are stated at fair values based upon published quotations or, in the
absence of available quotations, at fair values determined by the trustee. Fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants as of the
measurement date. Purchases and sales of securities are recorded on a
trade-date basis. Interest is recorded on an accrual
basis. Dividends are recorded on the ex-dividend date. Net
appreciation (depreciation) includes the Plan’s gains and losses on investments
bought and sold as well as held during the year.
The
Company maintains one Master Trust for three profit sharing and retirement plans
that are sponsored by the Company. The three plans are the Plan, The Toro
Company Profit Sharing Plan for Plymouth Union Employees and the Hahn Equipment
Company Savings Plan for Union Employees. The purpose of the Master Trust is to
pool investment transactions and achieve uniform rates of return on comparable
funds under all plans. The Master Trust invests in fully
benefit-responsive investment contracts stated at fair value and then adjusted
to contract value. Fair value of the contracts is calculated by
discounting the related cash flows based on current yields of similar
instruments with comparable durations.
The
Plan’s proportionate share of net investment income from the Master Trust is
based upon the percentage of the fair value of the Plan’s investment in the
Master Trust’s net assets. The
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
Plan’s
percentage interest in the net assets of the Master Trust was approximately 99%
as of December 31, 2008 and 2007.
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and disclosure of contingent assets and liabilities as of the date of
the financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
|
(d)
|
Concentrations
of Risk
|
The Plan
has investments in a variety of investment funds. Investments in
general are exposed to various risks, such as interest rate, credit, and overall
market volatility. Due to the level of risk associated with certain
investments, it is reasonably possible that changes in the values of the
investments will occur in the near term and that such changes could materially
affect participants’ account balances and the amounts reported in the Statements
of Net Assets Available for Benefits.
The
assets held by the Master Trust include The Toro Company Common
Stock. At December 31, 2008 and 2007, approximately 30% and 34% of
the investments of the Master Trust were invested in common stock of the
Company. The underlying value of the Company’s common stock is
entirely dependent upon the performance of the Company and the market’s
evaluation of such performance and other factors.
|
(e)
|
Fully
Benefit-Responsive Investment
Contracts
|
Investment
contracts held by a defined contribution plan are required to be reported at
fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined
contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the Plan. The
Statements of Net Assets Available for Benefits present the fair value of the
Master Trust, as well as the adjustment of the fully benefit-responsive
investment contract from fair value to contract value. The Statement
of Changes in Net Assets Available for Benefits is prepared on a contract value
basis.
(3)
|
Funding
Policy, Contributions, and Plan
Transfers
|
For the
ESOP portion of the Plan, the funding policy is to make annual contributions
pursuant to a formula and to make matching contributions. The formula
contribution is made by the Company and equals 1.5% of total participant
compensation earned during the plan year. The formula contribution is allocated
to participants based on the participants’ compensation earned during the plan
year as a percentage of total plan year compensation.
For the
profit sharing portion of the Plan, the funding policy is to make annual
investment fund contributions to the Plan in amounts determined by a formula set
forth in the Plan. The contribution formula is based on 5.5% of the
participants’ total compensation earned during the plan year plus 5.5% of the
participants’ compensation above the Social Security taxable wage base as of the
beginning of the plan year. Investment income is allocated based on
participants’ account balances.
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
Participant
contributions are made to the profit sharing portion of the
Plan. They consist of salary reduction elections under a 401(k)
feature, voluntary after-tax contributions, and rollover funds from other
qualified plans. The Company is required to make a matching contribution into
the ESOP portion of the plan equal to 50% of the participants’ contributions to
the Plan not to exceed 2% of the participants’ total
compensation. That contribution is invested in Company Common
Stock.
Transfers
to/from other funds represent participant elected rollovers to/from plans of
other employers or other transfers to/from other plans.
(4)
|
Party-in-interest
Transactions
|
Fidelity
(trustee of the Plan effective November 5, 2007) and J.P. Morgan Retirement Plan
Services (former trustee of the Plan) and The Toro Company are
parties-in-interest with respect to the Plan. The Plan’s investments are held by
Fidelity (trustee of the Plan effective November 5, 2007) and JP Morgan
Retirement Plan Services (former trustee of the Plan). Some of the investment
funds available to participants also include mutual funds managed by Fidelity
from November 5, 2007 through December 31, 2008 and JP Morgan from January 1,
2007 through November 4, 2007. In the opinion of the Plan’s legal
counsel, transactions between the Plan and the trustees are exempt from being
considered as “prohibited transactions” under the ERISA Section
408(b).
The
Company has voluntarily agreed to make contributions to the Plan. Although the
Company has not expressed any intent to terminate the Plan, it may do so at any
time. Each participant’s interest in the Plan is 100% vested at all times,
except for the portion attributable to matching contributions which is vested in
a manner described above. Upon termination of the Plan, interests of active
participants in the Plan fully vest.
Under the
terms of the trust agreement, the trustee manages investment funds on behalf of
the Plan. The trustee has been granted discretionary authority concerning the
purchases and sales of the investments of the investment funds, except to the
extent the trustee is subject to the discretion of participants, other
fiduciaries or the Company. In accordance with the trust agreement, the assets
of the Plan are held together with assets of other plans sponsored by the
Company in the Master Trust. Investment income related to the Master
Trust is allocated to the individual plans based upon beginning of the month
balances invested in the Plan.
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
Net
investment income for the Master Trust for the years-ended December 31, 2008 and
2007 was as follows:
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
Net
realized and unrealized (depreciation) appreciation
|
|
|
|
|
|
|
in
fair value of investments
|
|
$ |
(212,167,157 |
) |
|
|
44,948,064 |
|
Net
realized and unrealized (depreciation) appreciation
|
|
|
(212,167,157 |
) |
|
|
44,948,064 |
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
238,302 |
|
|
|
23,306 |
|
Dividends
|
|
|
8,509,596 |
|
|
|
20,935,009 |
|
Net
investment (loss) income
|
|
$ |
(203,419,259 |
) |
|
|
65,906,379 |
|
FASB
Statement No. 157 “Fair Value Measurements” (SFAS No. 157) establishes a
framework for measuring fair value and expands required disclosures about fair
value measurements of assets and liabilities. The Plan adopted the standard as
of January 1, 2008, and there was no financial statement impact resulting from
the adoption.
SFAS No.
157 defines fair value as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. SFAS No. 157 also establishes a
fair value hierarchy that requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair
value:
Level 1 —
Quoted prices in active markets for identical assets or
liabilities.
Level 2 —
Observable inputs other than Level 1 prices, such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 —
Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.
The
Master Trust’s investments in stocks and mutual funds are classified as Level 1
assets in the fair value hierarchy, while the Master Trust’s investments in
common collective trusts are classified as Level 2 assets in the fair value
hierarchy.
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
Assets
and liabilities measured at fair value, as of December 31, 2008, are summarized
below:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Common
Stock
|
|
$ |
130,120,605 |
|
|
|
- |
|
|
|
- |
|
|
|
130,120,605 |
|
Registered
Investment Securities
|
|
|
150,320,458 |
|
|
|
- |
|
|
|
- |
|
|
|
150,320,458 |
|
Common
Collective Trusts
|
|
|
- |
|
|
|
157,653,795 |
|
|
|
- |
|
|
|
157,653,795 |
|
Total
|
|
$ |
280,441,063 |
|
|
|
157,653,795 |
|
|
|
- |
|
|
|
438,094,858 |
|
Fair
values of Master Trust investments at December 31, 2008 and 2007 were as
follows:
|
|
|
|
|
|
|
Description
|
|
2008
|
|
|
2007
|
|
Common
Collective Trusts
|
|
|
|
|
|
|
Wells
Fargo Stable Return E
|
|
$ |
92,054,997 |
|
|
|
83,706,503 |
|
Barclays
Global Investors
|
|
|
12,334,903 |
|
|
|
9,472,865 |
|
Registered
Investment Securities
|
|
|
|
|
|
|
|
|
Artisan
Mid Cap Fund
|
|
|
5,405,877 |
|
|
|
9,961,602 |
|
JP
Morgan MidCap Value
|
|
|
8,545,146 |
|
|
|
12,271,931 |
|
Fidelity
Diversified International Fund
|
|
|
28,339,242 |
|
|
|
55,049,741 |
|
Growth
Fund of America
|
|
|
41,181,028 |
|
|
|
69,498,831 |
|
ICM
Small Company
|
|
|
16,490,806 |
|
|
|
27,574,964 |
|
Vanguard
Institutional Index
|
|
|
11,669,037 |
|
|
|
18,891,792 |
|
American
Century Large Company Value Fund
|
|
|
35,190,860 |
|
|
|
61,240,057 |
|
Alger
Small Cap
|
|
|
3,498,462 |
|
|
|
7,952,213 |
|
Common
Stock
|
|
|
|
|
|
|
|
|
The
Toro Company Common Stock
|
|
|
130,120,605 |
|
|
|
217,508,364 |
|
Pooled
Funds
|
|
|
|
|
|
|
|
|
Pyramis
Index Lifecycle 2000
|
|
|
955,107 |
|
|
|
1,815,105 |
|
Pyramis
Index Lifecycle 2005
|
|
|
1,356,696 |
|
|
|
2,022,179 |
|
Pyramis
Index Lifecycle 2010
|
|
|
4,624,984 |
|
|
|
6,973,780 |
|
Pyramis
Index Lifecycle 2015
|
|
|
10,710,561 |
|
|
|
13,034,933 |
|
Pyramis
Index Lifecycle 2020
|
|
|
11,222,486 |
|
|
|
14,673,475 |
|
Pyramis
Index Lifecycle 2025
|
|
|
11,151,070 |
|
|
|
14,766,645 |
|
Pyramis
Index Lifecycle 2030
|
|
|
5,998,193 |
|
|
|
7,849,222 |
|
Pyramis
Index Lifecycle 2035
|
|
|
3,547,850 |
|
|
|
4,809,707 |
|
Pyramis
Index Lifecycle 2040
|
|
|
1,948,331 |
|
|
|
2,263,024 |
|
Pyramis
Index Lifecycle 2045
|
|
|
1,297,464 |
|
|
|
1,469,009 |
|
Pyramis
Index Lifecycle 2050
|
|
|
451,153 |
|
|
|
300,602 |
|
Total
investments
|
|
$ |
438,094,858 |
|
|
|
643,106,544 |
|
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
The
following presents investments in the Master Trust as of December 31, 2008 and
2007 that represent 5% or more of the Master Trust’s net assets:
Description
|
|
2008
|
|
|
2007
|
|
Wells
Fargo Stable Return E
|
|
$ |
92,054,997 |
|
|
|
83,706,503 |
|
Fidelity
Diversified International Fund
|
|
|
28,339,242 |
|
|
|
55,049,741 |
|
Growth
Fund of America
|
|
|
41,181,028 |
|
|
|
69,498,831 |
|
American
Century Large Company Value Fund
|
|
|
35,190,860 |
|
|
|
61,240,057 |
|
The
Toro Company Common Stock
|
|
|
130,120,605 |
|
|
|
217,508,364 |
|
The Plan
Administrator has received a determination letter from the Internal Revenue
Service, dated October 23, 2002, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code), and that the trust
created under the Plan is exempt from federal income taxes under Section 501(a)
of the Code. The Plan has been amended since the date of this letter, and an
updated tax determination letter was received on February 19, 2008. Therefore,
no provision for income taxes has been included in the Plan’s financial
statements.
(8)
|
Reconciliation of Differences
between these Financial Statements and the Financial Information
Required on Form
5500:
|
|
|
December
31,
|
|
|
|
2008
|
|
Net
assets available for benefits as presented in these
|
|
|
|
financial
statements
|
|
$ |
454,205,342 |
|
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December 31,
2008
|
|
|
(5,140,753 |
) |
|
|
|
|
|
Net
assets available for benefits as presented on Form 5500
|
|
$ |
449,064,589 |
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
December
31,
|
|
|
|
2008
|
|
Net
(decrease) in net assets available for benefits as
|
|
|
|
|
presented
in these financial statements
|
|
$ |
(198,413,598 |
) |
|
|
|
|
|
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December
31,2008
|
|
|
(5,140,753 |
) |
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December 31,
2007
|
|
|
251,174 |
|
|
|
|
|
|
Net
(decrease) in net assets available for benefits as
|
|
|
|
|
presented
on Form 5500
|
|
$ |
(203,303,177 |
) |
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to
Financial Statements
December
31, 2008 and 2007
|
|
December
31,
|
|
|
|
2007
|
|
Net
assets available for benefits as presented in these
|
|
|
|
financial
statements
|
|
$ |
652,618,940 |
|
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December 31,
2007
|
|
|
(251,174 |
) |
|
|
|
|
|
Net
assets available for benefits as presented on Form 5500
|
|
$ |
652,367,766 |
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
December
31,
|
|
|
|
2007
|
|
Net
increase in net assets available for benefits as
|
|
|
|
|
presented
in these financial statements
|
|
$ |
45,739,692 |
|
|
|
|
|
|
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December
31,2007
|
|
|
(251,174 |
) |
Adjustment
from contract value to fair value for
|
|
|
|
|
fully
benefit-responsive investment contracts at December 31,
2006
|
|
|
1,153,751 |
|
Adjustment
for employer contribution receivable at December 31, 2006
|
|
|
32,843 |
|
Adjustment
for employee contribution receivable at December 31, 2006
|
|
|
47,511 |
|
|
|
|
|
|
Net
increase in net assets available for benefits as
|
|
|
|
|
presented
on Form 5500
|
|
$ |
46,722,623 |
|
THE
TORO COMPANY INVESTMENT, SAVINGS,
AND
EMPLOYEE STOCK OWNERSHIP PLAN
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
Description
|
|
Cost
|
|
|
value
|
|
|
|
|
|
|
|
|
*Participant
Loans
|
|
|
— |
|
|
$ |
1,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
|
|
|
$ |
1,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Party-in-interest
as defined by ERISA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying report of independent registered public accounting
firm.
|
|
SIGNATURES
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
The
Toro Company Investment, Savings, and
|
|
Employee
Stock Ownership Plan
|
|
|
Date: June
26, 2009
|
By
/s/ Stephen P.
Wolfe
|
|
Stephen
P. Wolfe
|
|
Vice
President Finance
|
|
and
Chief Financial Officer
|
|
of
The Toro Company
|
Exhibit
Index
Exhibit Number
|
Description
|
23.1
|
Consent of Independent
Registered Public Accounting Firm
|