<PAGE>
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended July 31, 1995
----------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________________________to___________________
Commission file number_______________________________
A. The Toro Company Matching Stock Plan
B. The Toro Company
8111 Lyndale Avenue South
Minneapolis, MN 55420
REQUIRED INFORMATION
The following financial statements are furnished for the plan:
1. An audited statement of financial condition as of the end of the latest two
fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required of Items 1 and 2 shall be prepared in accordance
with the applicable provisions of Article 6A of Regulation S-X.
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA may
file financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
NOTE: A written consent of the accountant is required with respect to the plan
annual financial statements which have been incorporated by reference in a
registration statement on Form S-8 under the Securities Act of 1933. The
consent should be filed as an exhibit to this annual report. Such consent shall
be currently dated and manually signed.
SIGNATURES
THE PLAN. 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 Matching Stock Plan
------------------------------------
(Name of Plan)
Date January 26, 1996 /S/ Gerald T. Knight
---------------- ------------------------------
Gerald T. Knight
Vice President - Finance
Chief Financial Officer
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Financial Statements
July 31, 1995 and 1994
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
The Toro Company Matching Stock Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Toro Company Matching Stock Plan (the Plan) as of July 31, 1995
and 1994, and the related statements of changes in net assets available for plan
benefits for each of the years in the three-year period ended July 31, 1995.
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 generally accepted auditing
standards. 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 plan benefits as of July 31,
1995 and 1994, and the changes in net assets available for plan benefits for
each of the years in the three-year period ended July 31, 1995 in conformity
with 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 schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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. The fund information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG Peat Marwick LLP
January 19, 1996
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Statement of Net Assets Available for Plan Benefits
July 31, 1995
<TABLE>
<CAPTION>
Toro Stable
Value Fund/ Growth
Toro and The Toro
Investment Income Company
Fund A Fund Common Stock Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments held by trustee (note 6) $ 158,784 47,117 12,375,908 12,581,809
Employer contribution receivable 0 0 350,814 350,814
Unallocated contributions receivable 0 0 71,666 71,666
Forfeitures payable 0 0 (25,526) (25,526)
- ------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 158,784 47,117 12,772,862 12,978,763
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Statement of Net Assets Available for Plan Benefits
July 31, 1994
<TABLE>
<CAPTION>
The Toro
Toro Toro Company
Investment Investment Common
Fund A Fund B Stock Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments held by trustee (note 6) $ 71,543 16,480 8,447,993 8,536,016
Other receivables 13 13 329 355
- -------------------------------------------------------------------------------------------------
Total assets held by trustee 71,556 16,493 8,448,322 8,536,371
Employer contribution receivable 0 0 309,544 309,544
Employee contributions receivable 0 0 77,111 77,111
Forfeitures payable 0 0 (30,188) (30,188)
- ------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $ 71,556 16,493 8,804,789 8,892,838
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended July 31, 1995
<TABLE>
<CAPTION>
Toro Stable
Value Fund/ Growth The Toro
Toro Toro and Company
Investment Investment Income Common
Fund A Fund B Fund Stock Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income (note 6):
Interest and dividends, net of plan expenses $ 7,109 (17) 306 238,196 245,594
Net appreciation in the fair value of investments 1,300 3,885 3,134 2,299,725 2,308,044
- -------------------------------------------------------------------------------------------------------------------
Net investment income 8,409 3,868 3,440 2,537,921 2,553,638
- -------------------------------------------------------------------------------------------------------------------
Employer contributions 0 0 0 637,932 637,932
Employee contributions 0 0 0 1,150,626 1,150,626
Unallocated contributions 0 0 0 397,111 397,111
- -------------------------------------------------------------------------------------------------------------------
0 0 0 2,185,669 2,185,669
Benefit payments (31,461) 0 0 (596,395) (627,856)
Forfeitures 0 0 0 (25,526) (25,526)
Transfers (to) from other plans 110,280 (20,361) 43,677 (133,596) 0
- -------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets
available for plan benefits 87,228 (16,493) 47,117 3,968,073 4,085,925
Net assets available for plan benefits:
Beginning of year 71,556 16,493 0 8,804,789 8,892,838
- -------------------------------------------------------------------------------------------------------------------
End of year $ 158,784 0 47,117 12,772,862 12,978,763
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended July 31, 1994
<TABLE>
<CAPTION>
The Toro
Toro Toro Company
Investment Investment Common
Fund A Fund B Stock Total
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Interest and dividends, net of plan expenses $ 2,780 4 7,053 9,837
Net appreciation in the fair value of the investments (24) 320 821,290 821,586
- ---------------------------------------------------------------------------------------------------------
Net investment income 2,756 324 828,343 831,423
Employer contributions 0 0 587,346 587,346
Employee contributions 0 0 1,188,251 1,188,251
- ---------------------------------------------------------------------------------------------------------
2,756 324 2,603,940 2,607,020
Benefit payments (1,604) 0 (426,537) (428,141)
Forfeitures 0 0 (30,188) (30,188)
Transfers from other plans 57,200 10,860 (68,060) 0
- ---------------------------------------------------------------------------------------------------------
Increase in net assets available for
plan benefits 58,352 11,184 2,079,155 2,148,691
Net assets available for plan benefits:
Beginning of year 13,204 5,309 6,725,634 6,744,147
- ---------------------------------------------------------------------------------------------------------
End of year $ 71,556 16,493 8,804,789 8,892,838
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended July 31, 1993
<TABLE>
<CAPTION>
The Toro
Toro Toro Company
Investment Investment Common
Fund A Fund B Stock Total
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Interest and dividends, net of plan expenses $ 383 (1) 6,449 6,831
Net appreciation in the fair value of the investments 10 7 1,996,733 1,996,750
- --------------------------------------------------------------------------------------------------------------
Net investment income 393 6 2,003,182 2,003,581
Employer contributions 0 0 512,458 512,458
Employee contributions 0 0 1,043,869 1,043,869
- --------------------------------------------------------------------------------------------------------------
393 6 3,559,509 3,559,908
Benefit payments 0 0 (400,614) (400,614)
Forfeitures 0 0 (36,134) (36,134)
Transfers from other plans 12,811 5,303 (18,114) 0
- --------------------------------------------------------------------------------------------------------------
Increase in net assets available for
plan benefits 13,204 5,309 3,104,647 3,123,160
Net assets available for plan benefits:
Beginning of year 0 0 3,620,987 3,620,987
- --------------------------------------------------------------------------------------------------------------
End of year $ 13,204 5,309 6,725,634 6,744,147
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE TORO COMPANY MATCHING STOCK PLAN
Notes to Financial Statements
July 31, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF STATEMENT PRESENTATION
The accompanying financial statements of the Toro Company Matching Stock
Plan (the Plan) are presented in accordance with generally accepted
accounting principles.
Certain prior year amounts have been reclassified to conform with the
current year presentation.
INVESTMENTS
Currently, The Toro Company (the Company) maintains one fund within the
master trust agreement for seven profit sharing and retirement plans
which are sponsored by the Company. Prior to May 1, 1995, the Company
maintained three separate funds within the master trust agreement for
the seven plans. The seven plans include the Toro Company Profit
Sharing Plan and Trust Agreement for Office Employees, the Toro
Company Profit Sharing Plan and Trust Agreement for Minneapolis
Factory Employees, the Toro Company Profit Sharing Plan and Trust
Agreement for Windom Factory Employees, the Toro Company Profit
Sharing Plan and Trust Agreement for Hourly Employees, the Toro
Company Profit Sharing Plan and Trust Agreement for Plymouth Union
Employees, the Toro Company Employee Stock Ownership Plan and Trust
Agreement, and the Toro Company Matching Stock Plan.
On May 1, 1995, investments in the master trust and the Toro Company
Common Stock were transferred from First Trust National
Association to Putnam Fiduciary Trust Company. The purpose of the
master trust is to pool investment transactions and achieve uniform
rates of return on comparable funds under all plans.
At Putnam Fiduciary Trust Company (Putnam or the trustee), plan
investments are invested in the following investment funds
in addition to the Toro Company Common Stock:
The Toro Stable Value Fund, which prior to May 1, 1995 was referred
to as the Toro Investment Fund A, is invested in
investment contracts with insurance companies, major banks, and
other financial institutions. The fund's holdings may also
include U.S. government agency mortgage-backed securities, AAA-
rated asset-backed securities, high-quality debt securities, and
money market investments.
The Putnam Fund for Growth and Income is invested in common stock of
companies with current income and capital growth.
As of July 31, 1995, the Plan's investments were held by Putnam
Fiduciary Trust Company. Financial information on the
investment funds is presented in note 6.
(Continued)
<PAGE>
2
THE TORO COMPANY MATCHING STOCK PLAN
At Putnam Fiduciary Trust Company, the current trustee of the plan, the
seven plans deposit funds in the Toro Stable Value Fund, of
which each plan owns an individual interest in the net assets of the
fund based upon its equity ownership in the fund. Prior to May 1,
1995, the trustee was First Trust National Association, and the seven
plans deposited funds in the Toro Investment Funds A, B, and C and
each owned an undivided interest in the net assets of the funds based
on its equity ownership in the respective funds. Toro Investment Fund
A was invested primarily in fixed income securities, including
contracts guaranteeing a fixed return for a specific period of time.
Toro Investment Fund B was a general investment fund and holds, in
addition to other investments, the Toro Company common stock. Toro
Investment Fund C was invested in a combination of Standard and
Poor's, small capitalization, and international funds.
The Plan's share of net investment income from the investment funds is
determined by the trustee based on the ratio of the fair
value of the Plan's equity in the investment funds to the total net
assets of the investment fund at the beginning of the plan year.
The investment securities of the First Trust and Putnam investment funds
are stated at market values based upon published quotations or, in the
absence of available quotations, at fair values determined by the
trustees. The short term securities of the Toro Stable Value Fund and
the Toro Investment Funds are stated at cost, which approximates
market. Guaranteed investment contracts included in the Toro Stable
Value Fund and Toro Investment Fund A are stated at contract value
(cost plus accrued interest). Purchases and sales of securities are
recorded on a trade-date basis.
(2) DESCRIPTION OF PLAN
The Plan became effective as of August 1, 1988. The purpose of the Plan
is to provide certain eligible employees of the Toro Company and its
participating subsidiaries (referred to together as the Company) with
an opportunity to save part of their compensation on a pre-tax basis
(and, if an employee so elects, on an after-tax basis) and to have
those savings accumulate in a tax-deferred investment account which is
invested in the common stock of the Company and distributed after
termination of active employment. The Company, as administrator of the
Plan, absorbs the major portion of the administrative costs and
trustee fees of the Plan.
Participants may agree to have their salaries reduced on a pre-tax
basis, after-tax basis, or a combination thereof at rates
ranging up to 4% of annual compensation through an automatic payroll
deduction each payroll period, provided that such deductions may not
exceed $2,400 in any plan year.
The Company will make contributions to the Plan on behalf of each
participant who makes pre-tax or after-tax contributions to
the Plan. These Company matching contributions consist of basic
matching contributions and performance-based matching contributions,
as described below.
The Company's basic matching contribution will be equal to 25% of the
sum of the amounts contributed by a participant to the Plan.
(Continued)
<PAGE>
3
THE TORO COMPANY MATCHING STOCK PLAN
If the Company meets certain financial goals as defined by its Board of
Directors, the Company may make performance based matching
contributions to the Plan. If the specified financial goals are
achieved, the performance-based matching contribution may be equal to
an additional 25% of a participant's fiscal year contributions to the
Plan.
A participant is eligible to receive a performance-based matching
contribution only if enrolled in the Plan on the last day of the plan
year.
Company matching contributions and performance-based matching
contributions, together with income attributable thereto,
will vest at the rate of 20% after two years of vesting service, with
an additional 20% being accumulated annually thereafter until the
employee is 100% vested. Plan earnings are allocated to participants
based on individual account balances. Forfeitures are applied towards
future Company contributions.
Contributions and benefit payments are made under control of the plan
administrator.
Unallocated represents contributions receivable which have not yet been
allocated to the above-mentioned funds in the participants'
predetermined allocation percentages. The allocation of the
participants' and Company contributions to these investment funds
is selected by the participants.
(3) FUNDING POLICY
The Company's funding policy is to make monthly basic contributions and
annual performance-based matching contributions to the Plan up to
amounts allowed by the Internal Revenue Service. The performance-based
contribution is determined by the Board of Directors of the Toro
Company and is based on the specified financial goals.
The employee contributions consist of salary reduction elections under
401(k) plan, as well as after-tax contributions.
(4) PARTY-IN-INTEREST TRANSACTIONS
Putnam Fiduciary Trust Company and The First Trust National Association
(trustees) are parties-in-interest with respect to the Plan. In the
opinion of the Plan's legal counsel, transactions between the Plan,
the trustees, and the Toro Company are exempt from being considered as
prohibited transactions under the Employee Retirement Income
Security Act of 1974 (ERISA) Section 408(b).
(5) PLAN TERMINATION
The Toro 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. Upon the termination of
the Plan, the interest of the participants in the trust fund shall
fully vest. The trustee shall liquidate the trust fund, distributing
benefits to the participants or their beneficiaries. The trustee shall
reserve amounts as may be required to pay any expenses of termination,
liquidation, and distribution and shall then segregate each
participant's trust fund share in a special account.
(Continued)
<PAGE>
4
THE TORO COMPANY MATCHING STOCK PLAN
The Company merged the Plan with the Toro profit sharing plans,
effective August 1, 1995. Vesting policies for the merged
plan are consistent with those under the current Plan.
(6) INVESTMENTS
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. 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.
Guaranteed investment contracts of the Toro Stable Value Fund of
$2,134,493 issued by Confederation Life Insurance Company
(CL) were held at July 31, 1995. On August 12, 1994, CL was placed
under court supervised rehabilitation. Since the date CL was placed in
rehabilitation to July 31, 1995, payments to plan participants (or
their beneficiaries) from the Plan included 100% of the interests of
plan participants in the annuity contracts based on the valuation of
the CL annuity contracts as of August 11, 1994.
Beginning August 1, 1995, payments from the CL annuity contracts have
been suspended pending further court action until such time
as the fair market value of the CL annuity contracts can be
determined. The action suspending distributions was consistent with
procedures published by the Internal Revenue Service. Effective August
1, 1995, a loan agreement has been established between the Company and
the Plan providing the Company to fund payments to plan participants
(or their beneficiaries) for 100% of the interests of plan
participants in the CL annuity contracts based on the valuation of the
CL annuity contracts as of August 11, 1994.
The CL annuity contracts are recorded in the accompanying financial
statements and schedules at cost plus accrued interest as of August
11, 1994. No earnings have been accrued in the Plan's financial
statements since August 11, 1994.
As of the date of this report, the Company is not aware of any principal
loss associated with these investments. Accordingly, no provision for
loss on the CL annuity contracts has been recognized in the
accompanying financial statements.
The net assets available for benefits of the master trust at July 31,
1995 were as follows:
<TABLE>
<CAPTION>
Toro Stable
Value Fund/
Toro
Investment
Fund A
- -----------------------------------------------------------------
<S> <C>
Investments:
Short term investment funds $ 16,129,261
Guaranteed investment contracts 62,439,846
- -----------------------------------------------------------------
Total investments $ 78,569,107
- -----------------------------------------------------------------
- -----------------------------------------------------------------
</TABLE>
(Continued)
<PAGE>
5
THE TORO COMPANY MATCHING STOCK PLAN
The net assets available for benefits of the master trust at July 31,
1994 were as follows:
<TABLE>
<CAPTION>
Toro Toro Toro
Investment Investment Investment
Fund A Fund B Fund C
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Investments:
Short term investment funds $ 2,113,024 4,692 18,267
Guaranteed investment contracts 65,342,674 0 0
IAI Stable Income Fund 2,944,590 0 0
Common stocks 0 5,670,892 3,810,789
- --------------------------------------------------------------------------------
Total investments 70,400,288 5,675,584 3,829,056
Accrued investment income 1,524,052 33 40
- --------------------------------------------------------------------------------
Total assets available for
benefits $ 71,924,340 5,675,617 3,829,096
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
The changes in net assets available for benefits of the master trust for
the year ended July 31, 1995 were as follows:
<TABLE>
<CAPTION>
Toro Stable
Value Fund/
Toro Toro Toro
Investment Investment Investment
Fund A Fund B Fund C
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment income:
Interest and dividends $ 4,889,639 6,374 3,935
Net appreciation (depreciation)
in the fair value of investments 141,826 (983,449) (425,213)
Gain on sales of investments 0 1,838,203 836,239
- --------------------------------------------------------------------------------
Total investment income 5,031,465 861,128 414,961
Commissions, fees, and expenses (34,400) (5,499) (9,778)
- --------------------------------------------------------------------------------
Net investment income 4,997,065 855,629 405,183
Deposits by participating plans 1,862,879 486,186 370,269
Withdrawals by participating plans (215,177) (7,017,432) (4,604,548)
- --------------------------------------------------------------------------------
Increase (decrease) in
net assets 6,644,767 (5,675,617) (3,829,096)
Net assets available for benefits:
Beginning of period 71,924,340 5,675,617 3,829,096
- --------------------------------------------------------------------------------
End of period $ 78,569,107 0 0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(Continued)
<PAGE>
6
THE TORO COMPANY MATCHING STOCK PLAN
The changes in net assets available for benefits of the master trust for
the year ended July 31, 1994 were as follows:
<TABLE>
<CAPTION>
Toro Toro Toro
Investment Investment Investment
Fund A Fund B Fund C
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment income:
Interest and dividends $ 4,686,208 928 1,273
Net appreciation (depreciation)
in the fair value of investments (9,782) 224,011 198,125
Gain on sales of investments 158,380 47,336 61,490
- --------------------------------------------------------------------------------
Total investment income 4,834,806 272,275 260,888
Commissions, fees, and expenses (43,382) (7,940) (13,892)
- --------------------------------------------------------------------------------
Net investment income 4,791,424 264,335 246,996
Deposits by participating plans 2,835,846 643,651 769,205
Withdrawals by participating plans (1,744,320) 0 (412,309)
- --------------------------------------------------------------------------------
Increase in net assets 5,882,950 907,986 603,892
Net assets available for benefits:
Beginning of period 66,041,390 4,767,631 3,225,204
- --------------------------------------------------------------------------------
End of period $71,924,340 5,675,617 3,829,096
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
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 each Toro Investment Fund assets to the total Toro
Investment Fund assets.
The Plan's percentage interest in the net assets of the master trust are
as follows:
<TABLE>
<CAPTION>
July 31, 1995 July 31, 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Toro Stable Value Fund/Toro Investment Fund A .200% .099%
Toro Investment Fund B .000 .300
Toro Investment Fund C .000 .000
</TABLE>
The following investments represent 5% or more of the Plan's net assets
available for plan benefits at July 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------
<S> <C> <C>
The Toro Company Common Stock $ 12,375,908 8,448,322
</TABLE>
The data presented above have been derived from information certified as
complete and accurate by the trustee.
(Continued)
<PAGE>
7
THE TORO COMPANY MATCHING STOCK PLAN
(7) FEDERAL INCOME TAXES
The plan administrator anticipates filing for a determination letter from
the Internal Revenue Service stating that the Plan and all amendments
to the Plan are qualified under Section 401(a) of the Internal Revenue
Code and that the trust created under the Plan is exempt from federal
income taxes under Section 501(a) of the Code. The plan administrator
believes the Plan and all amendments to the Plan will qualify under
the provisions of Sections 401(a) and 501(a) of the Code and be exempt
from Federal income taxes.
(8) RECONCILIATION TO FORM 5500
The accompanying financial statements for 1995 and 1994 differ from Form
5500, as filed with the Internal Revenue Service as follows:
<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------------------
<S> <C> <C>
Net assets available for plan benefits per Form 5500 $ 12,965,850 8,892,838
Benefits payable 12,913 0
- -------------------------------------------------------------------------------------
Net assets available for plan benefits per
accompanying financial statements $ 12,978,763 8,892,838
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 1
THE TORO COMPANY MATCHING STOCK PLAN
Item 27a--Schedule of Assets Held for Investment Purposes
July 31, 1995
<TABLE>
<CAPTION>
Face amount Market
Description or shares Cost value
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Toro Stable Value Fund 158,784 $ 158,784 158,784
Putnam Growth & Income Fund* 3,086 43,983 47,117
Toro Company Stock 432,346 8,837,245 12,375,908
- ------------------------------------------------------------------------------
Total investments $ 9,040,012 12,581,809
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
*Party-in-interest.
Note: The data presented in this schedule has been derived from information
certified as complete and accurate by the trustee.
See accompanying independent auditors' report.
<PAGE>
SCHEDULE 2
THE TORO COMPANY MATCHING STOCK PLAN
Item 27a--Schedule of Reportable Transactions
Year ended July 31, 1995
<TABLE>
<CAPTION>
Market Net gain
Description of assets Cost value (loss)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Purchases:
First Common Short Term Investment Fund* $ 2,163,708 2,163,708 0
The Toro Company Common Stock 1,684,472 1,684,472 0
Sales:
First Common Short Term Investment Fund* 2,175,765 2,175,765 0
</TABLE>
*Party-in-interest.
Note: The data presented in this schedule has been derived from information
certified as complete and accurate by the trustee. Information regarding
number of purchases and sales is not available
See accompanying independent auditors' report.
