UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

  (Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004.

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 1-8649.

A.

Full title of the plan and address of the plan if different from that of the issuer named below:

The Toro Company Profit-Sharing for Plymouth Union Employees

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 PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Financial Statements and Supplemental Schedule

December 31, 2004 and 2003

(With Independent Registered Public Accounting Firm’s Report Thereon)

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Table of Contents

		Page
Independent Registered Public Accounting Firm’s Report			1
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
Supplemental Schedule *
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			11
Consent of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm’s 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 Plan’s 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the 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.

Minneapolis, MN		/s/ KPMG LLP
August 3, 2005

THE TORO COMPAY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Statements of Net Assets Available for Benefits

December 31, 2004 and 2003

						(compiled)
		2004				2003
Assets held by Trustee, at fair value:
Investments, at fair value:
Mutual funds		$	887,329				784,088
Common stock			1,296,956				752,750
Bond Collective Fund			58,096				—
Master trust fund			181,591				148,986
Total investments			2,423,972				1,685,824
Employee contribution receivable			2,318				1,429
Employer contribution receivable			1,283				598
Net assets available for benefits		$	2,427,573				1,687,851

See accompanying notes to financial statements.

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Statements of Changes in Net Assets Available for Benefits

Year ended December 31,2004

		2004
Investment income:
Interest and dividends		$	18,822
Net realized/unrealized gain in the fair value of investments			633,234
Pro rata share of investment income from Master Trust			6,643
Net investment income			658,699
Employer contributions			36,901
Participant contribtuions			126,281
Total contributions			163,182
Benefit payments			(82,159	)
Net increase in net assets available for benefits			739,722
Net assets available for benefits:
Beginning of year			1,687,851
End of year		$	2,427,573

See accompanying notes to financial statements.

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Notes to Financial Statements

December 31, 2004 and 2003

(1)

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 participant’s 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.

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Notes to Financial Statements

December 31, 2004 and 2003

(2)

Summary of Significant Accounting Policies

(a)

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.

(b)

Investments

The Plan’s 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 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 less than 1% as of December 31, 2004 and 2003, respectively.

(c)

Use of Estimates

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.

(c)

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 Company’s future stock market performance, which is subject to various risk factors described more fully in the Company’s periodic filing with the Securities and Exchange Commission.

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Notes to Financial Statements

December 31, 2004 and 2003

(3)

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 Plan’s legal counsel, transactions between the Plan and the trustees are exempt from being considered as “prohibited transactions” under the ERISA Section 408(b).

(4)

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.

(5)

Federal Income Taxes

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.

(6)

Related Party

The Plan’s 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.

(7)

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, 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.

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:

						(Compiled)
		2004				2003
Realized gain on investments		$	7,543,835				1,211,390
Unrealized gain/(loss) on investments			(4,680,681	)			1,828,496
Deposits by participating plans			35,179,681				24,207,841
Withdrawals by participating plans			(28,436,884	)			(16,983,391	)
Increase in net assets			9,605,951				10,264,336
Net assets available for benefits:
Beginning of year			67,780,597				57,516,261
End of year		$	77,386,548				67,780,597

The following investments represent more than 5% of the Plan’s net assets available for benefits as of December 31, 2004 and 2003:

						(Compiled)
		2004				2003
Growth Fund of America			258,777				—
American Century Large Company Value Fund			382,700				—
Putnam Voyager Fund CL Y*			—				202,585
Lord Abbett Affiliated Fund			—				318,928
The Toro Company Common Stock**			1,296,956				752,750

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Notes to Financial Statements

December 31, 2004 and 2003

During 2004, the Plan’s 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:

		2004
Mutual funds		$	76,507
Common stocks			555,498
Collective bond fund			1,229
		$	633,234

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
		2004				2004				2004
Net assets:
The Toro Company Common Stock		$	1,296,956				876,038				420,918

						Non-
						participant				Participant
		Total				directed				directed
		2004				2004				2004
Investment income:
Dividends		$	3,808				1,116				2,692
Net realized/unrealized gain in the fair value of investments			555,498				424,947				130,551
Net investment income			559,306				426,063				133,243
Total contributions			56,920				37,051				19,869
Benefit payments			(44,328	)			(19,140	)			(25,188	)
Transfers to/from other funds			(27,692	)			(22,258	)			(5,434	)
Increase in net assets available for benefits			544,206				421,716				122,490
Net assets available for benefits:
Beginning of year			752,750				454,322				298,428
End of year		$	1,296,956				876,038				420,918

THE TORO COMPANY PROFIT-SHARING PLAN
FOR PLYMOUTH UNION EMPLOYEES

Notes to Financial Statements

December 31, 2004 and 2003

(Compiled)

Non-

(Compiled)

(Compiled)

participant

Participant

Total

directed

directed

2003

2003

2003

Net assets:

The Toro Company Common Stock

$

752,750

454,322

298,428

						(Compiled)
						Non-				(Compiled)
		(Compiled)				participant				Participant
		Total				directed				directed
		2003				2003				2003
Investment income:
Dividends		$	3,802				2,182				1,620
Net realized/unrealized gain in the fair value of investments			223,767				107,748				116,019
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

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

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

See accompanying independent registered public accounting firm’s report.

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.

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of
The Toro Company:

We consent to incorporation by reference in the Registration Statement (No. 333-119506) on Form S-8 of The Toro Company, of our report dated August 3, 2005, relating to the statement of net assets available for benefits of The Toro Company Profit-Sharing Plan for Plymouth Union Employees as of December 31, 2004, the related statement of changes in net assets available for benefits for the year then ended, and the related supplemental schedule as of December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of The Toro Company Profit-Sharing Plan for Plymouth Union Employees.

Minneapolis, Minnesota
August 10, 2005