e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004.
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
Commission file number 1-8649.
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A. |
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Full title of the plan and address of the plan if different from that of the issuer named
below: |
The Toro Company Profit-Sharing for Plymouth Union Employees
The Toro Company
8111 Lyndale Avenue South
Minneapolis, MN 55420
Attn: Director, Tax Accounting
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B. |
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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 PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Financial Statements and Supplemental Schedule
December 31, 2004 and 2003
(With Independent Registered Public Accounting Firms Report Thereon)
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Table of Contents
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*All other schedules required by 29 CFR 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are not
included because they are not applicable. |
Independent Registered Public Accounting Firms Report
The Plan Administrator
The Toro Company Profit-Sharing Plan
for Plymouth Union Employees:
We have audited the accompanying statement of net assets available for benefits of The
Toro Company Profit-Sharing Plan for Plymouth Union Employees (the Plan) as of December
31, 2004, and the related statements of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of the Plans
management. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the standards of 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 audit provides 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 as of December 31, 2004 and the
changes in net assets available for benefits for the year then ended, in conformity with
U.S. generally accepted accounting principles.
Our audit was 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 year)
as of December 31, 2004 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 Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plans management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit 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.
We have compiled the accompanying statement of net assets available for benefits of the
Plan as of December 31, 2003 in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information
this is the representation of management. We have not audited or reviewed the
accompanying 2003 statement of net assets available for benefits and,
accordingly, do not
express an opinion or any other form of assurance on it.
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Minneapolis, MN
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/s/ KPMG LLP |
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August 3, 2005 |
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THE TORO COMPAY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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(compiled) |
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2004 |
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2003 |
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Assets held by Trustee, at fair value: |
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Investments, at fair value: |
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Mutual funds |
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$ |
887,329 |
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784,088 |
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Common stock |
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1,296,956 |
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752,750 |
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Bond Collective Fund |
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58,096 |
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Master trust fund |
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181,591 |
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148,986 |
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Total investments |
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2,423,972 |
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1,685,824 |
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Employee contribution receivable |
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2,318 |
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1,429 |
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Employer contribution receivable |
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1,283 |
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598 |
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Net assets available for benefits |
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$ |
2,427,573 |
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1,687,851 |
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See accompanying notes to financial statements.
2
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Statements of Changes in Net Assets Available for Benefits
Year ended December 31,2004
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2004 |
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Investment income: |
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Interest and dividends |
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$ |
18,822 |
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Net realized/unrealized gain in the fair value of investments |
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633,234 |
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Pro rata share of investment income from Master Trust |
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6,643 |
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Net investment income |
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658,699 |
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Employer contributions |
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36,901 |
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Participant contribtuions |
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126,281 |
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Total contributions |
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163,182 |
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Benefit payments |
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(82,159 |
) |
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Net increase in net assets available for benefits |
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739,722 |
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Net assets available for benefits: |
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Beginning of year |
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1,687,851 |
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End of year |
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$ |
2,427,573 |
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See accompanying notes to financial statements.
3
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
(1) |
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Summary Description of Plan |
The following description of The Toro Company Profit-Sharing Plan for Plymouth Union
Employees (the Plan) is provided for general information purposes only. Participants should
refer the Plan document restated as of January 1, 2002 for more complete information.
Employees are eligible to contribute to the plan after they have completed 180 consecutive
days of employment or one year of eligibility service and must be a member of a collective
bargaining unit. Participants are fully vested in the entire balance of their individual
accounts attributable to those contributions. The Company also makes matching
contributions. Participants are eligible for matching contributions after completing one
year of qualifying service with the Company. Company contributions, together with the
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.
Participants and the Company make contributions to the Plan. The investments of employee and
employer contributions are selected by the participants. All contributions under the Plan
are made to a trust that holds all of the assets of the Plan.
Effective September 3, 2004, a new Trustee was appointed, (JP Morgan Retirement Plan
Services) to the Plan. Plan assets transferred to the new Trustee were transferred into
funds comparable to those offered by the former Trustee (Putnam Fiduciary Trust Company).
The conversion initiated a Black Out period beginning August 30, 2004 and continued
through September 7, 2004. 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 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.
Employee contributions to the plan 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 equal to 50% of the participants
contributions to the Plan not to exceed 2% of the participants total compensation made.
Transfers to/from other funds, represent participant elected rollovers to/from other plans
of other employers or other transfers to/from plans.
Pension benefits are paid to employees upon a participants normal retirement date or the
date a participant incurs a termination of service. An election can be made for an early,
late, or disability retirement date. Normal retirement benefits are paid monthly to the
retiree or the surviving spouse of the retiree
The Toro Company, administrator of the Plan, absorbs all administrative costs of the Plan,
except for the trustee fees.
4
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
(2) |
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Summary of Significant Accounting Policies |
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(a) |
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Basis of Financial Statement Presentation |
The accompanying financial statements of the Toro Company Profit-Sharing Plan for
Plymouth Union Employees (the Plan) are presented on an accrual basis in accordance with U.S. generally
accepted accounting principles. Only 2004 statements have been audited. The 2003
statements are presented for information purposes only.
The Plans investments are held by the Trustee. The investment securities are stated
at fair value based upon published quotations or, in the absence of available
quotations, at fair values determined by the Trustee. Purchases and sales of
securities are recorded on a trade-date basis.
The company maintains one Master Trust, the Wells Fargo Stable Value Fund (Master
Trust) for three profit sharing and retirement plans that are sponsored by the Company.
The three plans are the Plan; The Toro Company Investment, Savings, and Employee Stock
Ownership Plan; 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 Plans proportionate share of net investment income from the Master Trust is based
upon the percentage of the fair value of the Plans investment in the Master Trusts
net assets. The Plans percentage interest in the net assets of the Master Trust was
less than 1% as of December 31, 2004 and 2003, respectively.
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits, and disclosure of contingent
assets and liabilities at 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.
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(c) |
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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 the amounts reported in the Statement of Net
Assets Available for Benefits.
Since the assets held by the Trust include the Toro Company Common Stock, the
anticipated assets available for benefits in 2005 will be the result of the Companys
future stock market performance, which is subject to various risk factors described
more fully in the Companys periodic filing with the Securities and Exchange
Commission.
5
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
(3) |
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Party-in-interest Transactions |
J.P. Morgan Retirement Plan Services (Trustee of the Plan effective September 3, 2004),
Putnam Fiduciary Trust Company (former Trustee of the Plan) and the Toro Company are
parties-in-interest with respect to the Plan. In the opinion of the Plans 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
participants 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.
The plan administrator has received a favorable determination letter dated April 15, 2003
from the Internal Revenue Service stating that the Plan constitutes a qualified plan under
Section 401(a) of the Internal Revenue Code and that the trust created under the Plan is
exempt from federal income tax under Section 501(a) of the Code. The Plan has been amended
since the date of this letter; however it is the opinion of the Plan Administrator that the Plan and its
related trust continue to qualify under the provisions of Sections 401(a) and 501(a) of the
Code.
The Plans investments are held by J.P. Morgan Retirement Plan Services (Trustee of the Plan
effective September 3, 2004) and Putnam Fiduciary Trust Company (former Trustee of the Plan
prior to September 3,2004). Some of the investment funds available to participants also
include mutual funds managed by J.P. Morgan Retirement Plan Services for periods effective
September 3, 2004 and Putnam Fiduciary Trust Company for periods subsequent to September 3,
2004.
Under the terms of the trust agreement, the Trustees manage investment funds on behalf of
the Plan. The Trustees have been granted discretionary authority concerning the purchases
and sales of the investments of the investment funds, except to the extent the Trustees are
subject to the discretion of participants, other fiduciaries, or the Company. In accordance
with the trust agreement, certain assets of the Plan are held together with assets of other
plans sponsored by the Company in the Master Trust.
Total assets of the Plan held by JP Morgan Retirement Plan Services (Trustee of the Master
Trust effective September 3, 2004) had aggregate fair value of
$77,386,548, as of December 31, 2004 and total investment income of $979,190 was recognized for
the period from September 3, 2004 through December 31, 2004.
6
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
Total assets of the Plan held by Putnam Fiduciary Trust Company (former Trustee of the
Master Trust) had aggregate fair value of $67,780,597 as if December 31, 2003 and total
investment income of $1,883,964 was recognized for the period from January 1, 2004 to
September 3, 2004, respectively.
The changes in net assets available for benefits of the Master Trust for the years ended
December 31, 2004 and 2003 were as follows:
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(Compiled) |
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2004 |
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2003 |
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Realized gain on investments |
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$ |
7,543,835 |
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1,211,390 |
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Unrealized gain/(loss) on investments |
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(4,680,681 |
) |
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1,828,496 |
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Deposits by participating plans |
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35,179,681 |
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24,207,841 |
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Withdrawals by participating plans |
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(28,436,884 |
) |
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(16,983,391 |
) |
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Increase in net assets |
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9,605,951 |
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10,264,336 |
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Net assets available for benefits: |
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Beginning of year |
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67,780,597 |
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57,516,261 |
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End of year |
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$ |
77,386,548 |
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67,780,597 |
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The following investments represent more than 5% of the Plans net assets available for
benefits as of December 31, 2004 and 2003:
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(Compiled) |
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2004 |
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2003 |
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Growth Fund of America |
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258,777 |
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American Century Large Company Value Fund |
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382,700 |
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Putnam Voyager Fund CL Y* |
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202,585 |
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Lord Abbett Affiliated Fund |
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318,928 |
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The Toro Company Common Stock** |
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1,296,956 |
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752,750 |
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*Party-in-interest |
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**Party-in-interest, participant and nonparticipant directed investment |
7
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
During 2004, the Plans investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value by $633,234 as follows:
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2004 |
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Mutual funds |
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$ |
76,507 |
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Common stocks |
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555,498 |
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Collective bond fund |
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1,229 |
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$ |
633,234 |
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Information about the net assets and the significant components of the changes in net assets
relating to the investment in Toro Company Common Stock is as follows:
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Non- |
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participant |
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Participant |
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Total |
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directed |
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directed |
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2004 |
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2004 |
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2004 |
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Net assets: |
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The Toro Company Common Stock |
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$ |
1,296,956 |
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|
876,038 |
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420,918 |
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Non- |
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participant |
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Participant |
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Total |
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directed |
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directed |
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2004 |
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2004 |
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2004 |
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Investment income: |
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Dividends |
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$ |
3,808 |
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|
1,116 |
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|
2,692 |
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Net realized/unrealized gain in the
fair value of investments |
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555,498 |
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|
424,947 |
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|
130,551 |
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Net investment income |
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|
559,306 |
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|
426,063 |
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|
133,243 |
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Total contributions |
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56,920 |
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|
37,051 |
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|
19,869 |
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Benefit payments |
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|
(44,328 |
) |
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|
(19,140 |
) |
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|
(25,188 |
) |
Transfers to/from other funds |
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(27,692 |
) |
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(22,258 |
) |
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(5,434 |
) |
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Increase in net assets
available for benefits |
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|
544,206 |
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|
|
421,716 |
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|
122,490 |
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Net assets available for benefits: |
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|
|
|
|
|
|
|
|
|
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Beginning of year |
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752,750 |
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|
454,322 |
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|
|
298,428 |
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|
|
|
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End of year |
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$ |
1,296,956 |
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|
|
876,038 |
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|
|
420,918 |
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|
|
|
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8
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
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(Compiled) |
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Non- |
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(Compiled) |
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(Compiled) |
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participant |
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Participant |
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Total |
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directed |
|
|
directed |
|
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2003 |
|
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2003 |
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2003 |
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Net assets: |
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|
|
|
|
|
|
|
|
|
|
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The Toro Company Common Stock |
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$ |
752,750 |
|
|
|
454,322 |
|
|
|
298,428 |
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(Compiled) |
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|
|
|
|
|
|
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Non- |
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(Compiled) |
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|
(Compiled) |
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participant |
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Participant |
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Total |
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directed |
|
|
directed |
|
|
|
2003 |
|
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2003 |
|
|
2003 |
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Investment income: |
|
|
|
|
|
|
|
|
|
|
|
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Dividends |
|
$ |
3,802 |
|
|
|
2,182 |
|
|
|
1,620 |
|
Net realized/unrealized gain in the
fair value of investments |
|
|
223,767 |
|
|
|
107,748 |
|
|
|
116,019 |
|
|
|
|
|
|
|
|
|
|
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Net investment income |
|
|
227,569 |
|
|
|
109,930 |
|
|
|
117,639 |
|
Total contributions |
|
|
55,205 |
|
|
|
37,991 |
|
|
|
17,214 |
|
Benefit payments |
|
|
(16,814 |
) |
|
|
(16,098 |
) |
|
|
(716 |
) |
Transfers to/from other funds |
|
|
(43,163 |
) |
|
|
(40,104 |
) |
|
|
(3,059 |
) |
|
|
|
|
|
|
|
|
|
|
Increase in net assets
available for benefits |
|
|
222,797 |
|
|
|
91,719 |
|
|
|
131,078 |
|
Net assets available for benefits: |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
529,953 |
|
|
|
362,603 |
|
|
|
167,350 |
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
752,750 |
|
|
|
454,322 |
|
|
|
298,428 |
|
|
|
|
|
|
|
|
|
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|
9
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
(8) |
|
Reconciliation of Differences Between these Financial Statements and the Financial
Information Required on Form 5500: |
|
|
|
|
|
|
|
December 31, |
|
|
|
2004 |
|
Net assets available for benefits as presented in these financial statements |
|
$ |
2,427,573 |
|
Adjustment for employer contribution receivable |
|
|
(684 |
) |
Adjustment for employee contribution receivable |
|
|
(2,318 |
) |
|
|
|
|
Net assets available for benefits as presented on Form 5500 |
|
$ |
2,424,571 |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2004 |
|
Net increase in net assets available for benefits as
presented in these financial statements |
|
$ |
739,722 |
|
Adjustment for employer contribution receivable at December 31, 2004 |
|
|
(684 |
) |
Adjustment for employee contribution receivable at December 31, 2004 |
|
|
(2,318 |
) |
Adjustment for employer contribution receivable at December 31, 2003 |
|
|
598 |
|
Adjustment for employee contribution receivable at December 31, 2003 |
|
|
1,429 |
|
|
|
|
|
Net increase in net assets available for benefits as
presented on Form 5500 |
|
$ |
738,747 |
|
|
|
|
|
|
|
|
|
|
|
|
(Compiled) |
|
|
|
December 31, |
|
|
|
2003 |
|
Net assets available for benefits as presented in these financial statements |
|
$ |
1,687,851 |
|
Adjustment for employer contribution receivable |
|
|
(598 |
) |
Adjustment for employee contribution receivable |
|
|
(1,429 |
) |
|
|
|
|
Net assets available for benefits as presented on Form 5500 |
|
$ |
1,685,824 |
|
|
|
|
|
10
Schedule
1
THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES
Schedule H, Line 4i Schedule of Assets (Held at End of the Year)
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
|
|
|
|
|
|
amount |
|
|
|
|
|
|
Fair |
|
Description |
|
or shares |
|
|
Cost |
|
|
value |
|
Barclays Global Investors |
|
|
4,578 |
|
|
$ |
|
|
|
$ |
58,096 |
|
Artisan Mid Cap Fund |
|
|
447 |
|
|
|
|
|
|
|
13,220 |
|
JPM Mid Cap Value* |
|
|
614 |
|
|
|
|
|
|
|
13,616 |
|
STI ClassicsSmall Cap Growth Stock Fund |
|
|
251 |
|
|
|
|
|
|
|
5,252 |
|
Fidelity Diversified International Fund |
|
|
3,336 |
|
|
|
|
|
|
|
95,535 |
|
Growth Fund of America |
|
|
9,503 |
|
|
|
|
|
|
|
258,777 |
|
ICM Small Company |
|
|
1,644 |
|
|
|
|
|
|
|
60,324 |
|
Vanguard Institutional Index |
|
|
523 |
|
|
|
|
|
|
|
57,905 |
|
American Century Large Company Value Fund |
|
|
58,967 |
|
|
|
|
|
|
|
382,700 |
|
The Toro Company Common Stock** |
|
|
15,943 |
|
|
|
699,374 |
|
|
|
1,296,956 |
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
|
|
|
$ |
699,374 |
|
|
$ |
2,242,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Party-in-interest, participant and nonparticipant directed investment |
See accompanying independent registered public accounting firms report.
11
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 Profit-Sharing Plan for
Plymouth Union Employees
|
|
Dated August 10, 2005 |
/s/ Stephen P. Wolfe
|
|
|
Stephen P. Wolfe |
|
|
Vice President Finance,
Treasurer and Chief Financial Officer of The Toro Company |
|
|