UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT 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
For the fiscal year ended December 31, 2003.
OR
[ ] 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:
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
Financial Statements and Supplemental Schedules
December 31, 2003 and 2002
(With Report of Independent Registered Public Accounting Firm Thereon)
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
PAGES
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
SCHEDULES*
1 Schedule of Assets (Held at End of the Year) 12
2 Schedule of Reportable Transactions 13
*All other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 are not included because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
The Toro Company Investment, Savings,
and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Toro Company Investment, Savings, and Employee Stock Ownership
Plan (the Plan) as of December 31, 2003 and 2002, and the related statements of
changes in net assets available for plan benefits for the years then ended.
These financial statements and supplemental schedules 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 plan benefits as of December
31, 2003 and 2002, and the changes in net assets available for plan benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
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 at end of the year) 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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.
June 11, 2004 /s/ KPMG LLP
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002
2003 2002
------------ -----------
Assets held by Trustee:
Investments at fair value
Mutual funds $159,717,065 117,929,284
Common stock 151,174,067 109,929,847
Master trust fund (Wells Fargo Stable Value Fund) 67,642,827 57,417,357
Loans 63,887 --
------------ -----------
Total investments 378,597,846 285,276,488
Employee contribution receivable 30,769 62,813
Employer contribution receivable 10,907,437 10,284,557
------------ -----------
Net assets available for plan benefits $389,536,052 295,623,858
============ ===========
See accompanying notes to financial statements.
2
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2003 and 2002
2003 2002
------------- ------------
Investment income:
Interest and dividends $ 1,525,992 3,523,898
Net realized/unrealized gain in the fair value of investments 83,334,858 5,060,073
------------- ------------
Net investment income 84,860,850 8,583,971
------------- ------------
Employer contributions 13,370,895 12,583,936
Employee contributions 9,940,458 9,278,584
Rollover contributions 182,050 271,417
------------- ------------
Total contributions 23,493,403 22,133,937
------------- ------------
Benefit payments (23,228,417) (34,388,406)
Transfer of assets from other plan 8,786,358 65,317,520
------------- ------------
Total payments and transfers (14,442,059) 30,929,114
------------- ------------
Net increase in net assets available for plan benefits 93,912,194 61,647,022
Net assets available for plan benefits:
Beginning of year 295,623,858 233,976,836
------------- ------------
End of year $ 389,536,052 295,623,858
============= ============
See accompanying notes to financial statements.
3
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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, 2003 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.
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
ESOP account balances invested in Common Stock of The Toro Company (the
Company). The portions of participant accounts that hold Company Common
Stock are included in the ESOP portion of the Plan.
Employees are eligible to have ESOP contributions made 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 ESOP portion of the Plan. 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. Diversification of the
accounts attributable to ESOP contributions and Company matching
contributions is offered to participants who have attained age 55 as of
the end of each calendar quarter so that they may move all of the value of
their investment in Company stock into investments which are more
diversified. In addition, a participant may direct the investment of the
portion of the ESOP contributions and Company matching contributions that
exceeds 30% of the total value of the participant's total account
(including vested and non-vested portions), as determined at the end of
each calendar quarter. As of January 1, 2004, the threshold was reduced
from 30% to 25%.
Participants and the Company make contributions to the profit sharing
portion of the Plan. The investment of the profit sharing portion of the
Plan is selected by the participants. All contributions under the Plan are
made to a trust under the control of Putnam Fiduciary Trust Company (the
Trustee) that holds all assets of the Plan.
Benefit payments and transfers of participants' interests are made by the
Trustee.
During the year ended December 31, 2003 and 2002, forfeited nonvested
accounts totaled $33,970 and $52,622, respectively. These accounts 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.
4
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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 accounting principles generally accepted in the
United States of America. The accounting records of the Plan are
maintained on the accrual basis.
(B) INVESTMENTS
The Plan's investments are held by the Trustee. 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. 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 two profit sharing and retirement plans that
are sponsored by the Company. The two plans are the Plan and The
Toro Company Profit Sharing Plan for Plymouth 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 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 Plan's
percentage interest in the net assets of the master trust was
approximately 99% as of December 31, 2003 and 2002, respectively.
(C) ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of net assets available
for plan 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 plan
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 the
amounts reported in the Statement of Net Assets Available for Plan
Benefits.
Since the assets held by the Trust include The Toro Company Common
Stock, the anticipated assets available for benefits in 2004 will be
the result of the Company's future stock market performance, which
is subject to various risk factors described more fully in the
Company's periodic filings with the Securities and Exchange
Commission.
5
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(3) FUNDING POLICY, CONTRIBUTIONS, AND PLAN TRANSFERS
For the ESOP portion of the plan, the Plan's 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 Company's 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.
Employee 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 made.
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
Putnam Fiduciary Trust Company and The Toro Company are
parties-in-interest with respect to the Plan. In the opinion of the Plan's
legal counsel, certain transactions between the Plan, the Trustee, and the
Company are exempt from being considered as "prohibited transactions"
under ERISA Section 408(b).
(5) PLAN TERMINATION
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.
(6) INVESTMENTS
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, certain assets of the Plan are held
together with assets of other plans sponsored by the Company in the master
trust.
6
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
The net assets available for benefits of the master trust as of December 31,
2003 and 2002 were $67,780,597 and $57,516,261, respectively. All assets of the
master trust were held in short-term investment funds.
The changes in net assets available for benefits of the master trust for the
years ended December 31, 2003 and 2002 were as follows:
2003 2002
------------ -----------
Realized gain on investments $ 1,211,390 518,502
Unrealized gain on investments 1,828,496 2,360,779
Deposits by participating plans 24,207,841 18,642,981
Withdrawals by participating plans (16,983,391) (13,728,526)
------------ -----------
Increase in net assets 10,264,336 7,793,736
Net assets available for benefits:
Beginning of year 57,516,261 49,722,525
------------ -----------
End of year $ 67,780,597 57,516,261
============ ===========
The following investments represent more than 5% of the Plan's net assets
available for plan benefits as of December 31, 2003 and 2002:
2003 2002
------------ ----------
Wells Fargo Stable Value Fund $ 67,642,827 57,417,357
UAM-ICM Small Company Portfolio 20,226,485 8,397,840
Putnam S&P 500 Index Fund* 19,943,340 11,863,181
Putnam Voyager Fund CL Y* 39,843,256 37,910,516
Lord Abbett Affiliated Fund 50,770,709 33,997,629
The Toro Company Common Stock** 151,174,067 109,929,847
*Party-in-interest
**Party-in-interest, participant and nonparticipant directed investment
During 2003 and 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $83,334,858 and $5,060,073, respectively, as follows:
2003 2002
----------- -----------
Mutual funds $31,796,043 (33,472,472)
Common stocks 48,504,495 35,667,857
Master trust fund 3,034,320 2,864,688
----------- -----------
$83,334,858 5,060,073
=========== ===========
7
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
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:
NON-
PARTICIPANT PARTICIPANT
TOTAL DIRECTED DIRECTED
2003 2003 2003
------------ ---------- ----------
Net assets:
The Toro Company Common Stock $151,174,067 58,107,495 93,066,572
============ ========== ==========
NON-
PARTICIPANT PARTICIPANT
TOTAL DIRECTED DIRECTED
2003 2003 2003
------------- ----------- -----------
Investment income:
Dividends $ 810,966 534,803 276,163
Net realized/unrealized gain in the
fair value of investments 48,504,495 33,061,745 15,442,750
------------- ----------- -----------
Net investment income 49,315,461 33,596,548 15,718,913
Total contributions 5,596,763 4,631,887 964,876
Benefit payments (7,747,557) (5,239,979) (2,507,578)
Transfers to/from other funds (5,920,447) (69,278,500) 63,358,053
------------- ----------- -----------
Increase (decrease) in net assets
available for plan benefits 41,244,220 (36,290,044) 77,534,264
Net assets available for plan benefits:
Beginning of year 109,929,847 94,397,539 15,532,308
------------- ----------- -----------
End of year $ 151,174,067 58,107,495 93,066,572
============= =========== ===========
8
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
NON-
PARTICIPANT PARTICIPANT
TOTAL DIRECTED DIRECTED
2002 2002 2002
------------ ---------- ----------
Net assets:
The Toro Company Common Stock $109,929,847 94,397,335 15,532,512
============ ========== ==========
NON-
PARTICIPANT PARTICIPANT
TOTAL DIRECTED DIRECTED
2002 2002 2002
------------- ----------- -----------
Investment income:
Dividends $ 890,833 765,267 125,566
Net realized/unrealized gain in the
fair value of investments 35,667,856 30,567,980 5,099,876
------------- ----------- -----------
Net investment income 36,558,689 31,333,247 5,225,442
Total contributions 5,121,387 4,413,274 708,113
Benefit payments (11,424,965) (10,009,210) (1,415,755)
Transfers from other plan 55,361,149 55,361,149 --
Transfers to other funds (6,712,609) (5,283,432) (1,429,177)
------------- ----------- -----------
Increase in net assets
available for plan benefits 78,903,651 75,815,028 3,088,623
Net assets available for plan benefits:
Beginning of year 31,026,196 18,582,307 12,443,889
------------- ----------- -----------
End of year $ 109,929,847 94,397,335 15,532,512
============= =========== ===========
(7) FEDERAL INCOME TAXES
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 Administrator believes
that the Plan and its related trust continue to qualify under the
provisions of Sections 401(a) and 501(a) of the Code and are exempt from
federal income taxes. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
9
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(8) RELATED PARTY
The Plan's investments are held by Putnam Fiduciary Trust Company (the
Trustee). Some of the investment funds available to participants also
include mutual funds managed by Putnam Investments.
(9) SUBSEQUENT EVENTS
Effective June 1, 2004, a diversification update was implemented which
eliminates the quarterly calculation that permits participants to
diversify a portion of restricted employer-contributed stock balances.
Under the new diversification, participants are permitted to move all of
such investments in Company Common Stock into more diversified investments
at any time.
On May 27, 2004, the Board authorized the change of the administrative
service provider and trustee from Putnam Fiduciary Trust Company to JP
Morgan Retirement Plan Services, which is expected to occur before the end
of 2004.
(10) RECONCILIATION OF DIFFERENCES BETWEEN THESE FINANCIAL STATEMENTS AND THE
FINANCIAL INFORMATION REQUIRED ON FORM 5500:
DECEMBER 31,
2003
-------------
Net assets available for plan benefits as presented in these
financial statements $ 389,536,052
Adjustment for employer contribution receivable (10,907,437)
Adjustment for employee contribution receivable (30,769)
-------------
Net assets available for plan benefits as presented on Form 5500 $ 378,597,846
=============
YEAR ENDED
DECEMBER 31,
2003
------------
Net increase in net assets available for plan benefits as
presented in these financial statements $ 93,912,194
Adjustment for employer contribution receivable at December 31, 2003 (10,907,437)
Adjustment for employee contribution receivable at December 31, 2003 (30,769)
Adjustment for employer contribution receivable at December 31, 2002 10,284,557
Adjustment for employee contribution receivable at December 31, 2002 62,813
------------
Net increase in net assets available for plan benefits as
presented on Form 5500 $ 93,321,358
============
10
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2003 and 2002
DECEMBER 31,
2002
-------------
Net assets available for plan benefits as presented in these
financial statements $ 295,623,858
Adjustment for employer contribution receivable (10,284,557)
Adjustment for employee contribution receivable (62,813)
-------------
Net assets available for plan benefits as presented on Form 5500 $ 285,276,488
=============
YEAR ENDED
DECEMBER 31,
2002
------------
Net increase in net assets available for plan benefits as
presented in these financial statements $ 61,647,022
Adjustment for employer contribution receivable at December 31, 2002 (10,284,557)
Adjustment for employee contribution receivable at December 31, 2002 (62,813)
Adjustment for employer contribution receivable at December 31, 2001 7,764,001
Adjustment for employee contribution receivable at December 31, 2001 50,198
------------
Net increase in net assets available for plan benefits as
presented on Form 5500 $ 59,113,851
============
11
SCHEDULE 1
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Schedule of Assets (Held at End of the Year)
December 31, 2003
FACE
AMOUNT FAIR
DESCRIPTION OR SHARES COST VALUE
----------- --------- ---- -----
Wells Fargo Stable Value Fund 1,915,308 $ 67,642,827
Putnam S&P 500 Index Fund* 717,902 19,943,340
Putnam Voyager Fund CL Y* 2,442,872 39,843,256
Putnam Bond Index Fund* 791,618 10,686,851
UAM-ICM Small Company Portfolio 625,819 20,226,485
Lord Abbett Affiliated Fund 3,746,915 50,770,709
Fidelity Diversified International Fund 584,590 14,100,336
Growth Fund of America R4 169,574 4,146,088
Loan Fund 63,887 63,887
The Toro Company Common Stock** 3,256,086 $45,983,554 151,174,067
-----------
Total investments $378,597,846
===========
*Party-in-interest
**Party-in-interest, participant and nonparticipant directed investment
See accompanying independent auditors' report.
12
SCHEDULE 2
THE TORO COMPANY INVESTMENT, SAVINGS,
AND EMPLOYEE STOCK OWNERSHIP PLAN
Schedule of Reportable Transactions
Year ended December 31, 2003
NUMBER OF NUMBER
PURCHASES OF SALES FAIR
DESCRIPTION OF ASSETS TRANSACTIONS TRANSACTIONS COST VALUE NET GAIN
--------------------- ------------ ------------ ---- ----- --------
5% SERIES OF TRANSACTIONS BY
RULE 2520.103-6(C)(1)(III):
Wells Fargo Stable Value Fund 296 387 $ 52,472,913 53,637,474 1,164,561
Putnam Voyager Fund CL Y* 199 333 $ 21,987,908 14,892,819 (7,095,089)
The Toro Company Common Stock** 309 487 $119,389,313 187,066,371 67,677,058
*Party-in-interest
**Party-in-interest, participant and nonparticipant directed investment
Note: Reportable transactions are those transactions which either singly or in a
series of combined purchases and sales during the year exceed 5% of the
fair value of the Plan's assets at the beginning of the year.
See accompanying independent auditors' report.
13
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
Dated June 21, 2004
/s/ Stephen P. Wolfe
----------------------------------------
Stephen P. Wolfe
Vice President - Finance,
Treasurer and Chief Financial Officer
of The Toro Company
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
23(a) Consent of Independent Registered Public Accounting Firm