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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		August 23, 2005

The Toro Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-8649	41-0580470
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8111 Lyndale Avenue South, Bloomington, Minnesota		55420
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		952-888-8801

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On August 23, 2005, The Toro Company announced its earnings for the three and nine months ended July 29, 2005. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of The Toro Company’s press release in connection with the announcement. The information in this report is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference by any general statements by The Toro Company incorporating by reference this report or future filings into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent The Toro Company specifically incorporates the information by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		The Toro Company
August 23, 2005		By:		Michael J. Hoffman
				Name: Michael J. Hoffman
				Title: President and Chief Executive Officer

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Exhibit Index

Exhibit No.		Description
99		Other - Registrant's press release dated August 23, 2005 (furnished herewith).

TORO REPORTS RECORD THIRD QUARTER
NET EARNINGS PER DILUTED SHARE OF $0.74

Year-to-Date Net Earnings Per Diluted Share Up 24.5% on 9.6% Sales Growth

LIVE CONFERENCE CALL
August 23, 10:00 a.m. CT
www.thetorocompany.com/invest

BLOOMINGTON, Minn. (August 23, 2005) – The Toro Company (NYSE: TTC) today reported record net earnings of $34.4 million, or $0.74 per diluted share, on net sales of $466.9 million for its fiscal third quarter ended July 29, 2005. In the comparable fiscal 2004 period, the company reported net earnings of $34.2 million, or $0.66 per diluted share, on net sales of $454.0 million.

For the nine months ended July 29, 2005, Toro reported net earnings of $107.5 million, or $2.29 per diluted share, on net sales of $1,442.3 million compared with net earnings of $95.7 million, or $1.84 per diluted share, on net sales of $1,315.6 million in the first nine months of fiscal 2004.

Earnings per share figures for all periods reported have been adjusted to reflect the effects of a 2-for-1 stock split effective March 28, 2005.

“Sales growth in international markets helped drive revenues to record levels for the third quarter in both the professional and residential segments helping to mitigate weather related softness in our domestic markets,” said Michael J. Hoffman, The Toro Company’s president and chief executive officer. “Despite a challenging environment year-to-date consolidated net sales are nearly 10 percent ahead of fiscal 2004’s record level.”

“Our strong performance in the third quarter and year to date gives evidence of our ability to sustain solid earnings growth and has us on track to deliver another record year of financial results,” said Kendrick B. Melrose, executive chairman, The Toro Company. “We continue to enhance our operating model to reduce the volatility to external factors such as weather, while tenaciously focusing on strategic initiatives that will drive sustainable long-term growth and profitability.”

SEGMENT RESULTS

Segment data is provided in the table following the “Condensed Consolidated Statements of Earnings.”

Professional

For the third quarter, professional segment sales increased 5.1 percent to $302.5 million. Shipments were particularly strong throughout our international markets and in golf irrigation driven by the introduction of new products.

Professional segment earnings for the quarter were $59.9 million, up 10.2 percent from $54.3 million in last year’s third quarter.

For the year to date, professional segment earnings totaled $183.4 million on net sales of $936.8 million compared with earnings of $154.5 million on net sales of $834.1 million in last year’s first nine months.

Residential

Residential segment sales for the third quarter totaled $148.6 million, up 3.0 percent from last year’s third quarter. Increased international sales of Hayter products and strong snow thrower shipments both domestically and internationally drove third quarter sales growth.

For the year to date, net sales were $472.2 million, up 8.1 percent compared with the first nine months of fiscal 2004.

Segment earnings for the quarter totaled $10.1 million, down 42.8 percent from $17.6 million in the same period last year.

For the year to date, segment earnings were $43.5 million compared with $52.7 million in the same period last year.

The decline in segment earnings for the quarter and year to date were primarily due to higher commodity costs.

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REVIEW OF OPERATIONS

Gross margin for the third quarter was 35.0 percent compared with 36.2 percent in the prior year’s third quarter. As in the preceding quarters, the decline resulted primarily from the impact of higher commodity costs, as well as the Hayter acquisition.

SG&A expenses for the third quarter were 23.3 percent of net sales, down from 24.6 percent last year, primarily from lower incentive compensation expenses.

Interest expense for the third quarter was $4.8 million compared with $3.9 million in the same period last year. The increase was due to higher levels of short-term borrowing to support the company’s share repurchase program and the Hayter acquisition.

During the quarter the full year effective tax rate was reduced from 33.5 percent to 33.0 percent resulting from increased credits for our growing foreign export sales.

Accounts receivable at the end of the third quarter totaled $399.9 million, up 4.9 percent. Net inventories at the end of the third quarter were $235.1 million, up 8.2 percent compared with the end of the fiscal 2004 third quarter. The increases in quarter-ending accounts receivable and inventories result primarily from higher currency exchange rates and the Hayter acquisition completed in the fiscal 2005 second quarter.

BUSINESS OUTLOOK

Toro today said that it expects net earnings per diluted share for fiscal 2005 to exceed last year’s record levels by 16 to 18 percent on revised sales growth of 7 to 9 percent.

“For the fiscal year, financial performance will benefit from a favorable mix of businesses and strong expense management,” said Hoffman. “With sales growth in nearly all professional segment categories and consistent returns from our international growth initiatives we will improve upon last year’s record financial performance despite higher materials costs and unfavorable weather.”

Hoffman attributed the company’s achievements to its 6+8 profit improvement and growth initiative. “Our lean manufacturing and No Waste initiatives helped us to preserve strong profitability in the face of rising materials costs,” said Hoffman. “The efficiencies we are now achieving are sustainable and will continue to benefit our profitability going forward.”

The Toro Company is a leading worldwide provider of outdoor maintenance and beautification products for home, recreation and commercial landscapes.

The Toro Company will conduct a conference call and webcast for investors beginning at

10:00 a.m. Central Time (CST) on August 23, 2005. The webcast will be available at www.streetevents.com or at www.thetorocompany.com/invest. Webcast participants will need to complete a brief registration form and should allocate extra time before the webcast begins to register and, if necessary, download and install audio software.

Safe Harbor
Statements made in this news release, which are forward-looking, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These uncertainties include factors that affect all businesses operating in a global market as well as matters specific to Toro. Particular risks and uncertainties facing the company’s overall financial position at the present include the threat of further terrorist acts and war, which may result in contraction of the U.S. and worldwide economies; slow growth rate in global and domestic economies, resulting in rising unemployment and weakened consumer confidence; our ability to achieve the goals for the “6+8” growth and profit improvement initiative which is intended to improve our revenue growth and after-tax return on sales; the company’s ability to achieve sales and earnings per share growth in fiscal 2005; our ability to successfully integrate acquisitions and manage alliances; ability of management to manage around unplanned events; unforeseen product quality problems in the development and production of new and existing products; potential issues with moving production between facilities; fluctuations in the cost and availability of raw materials, including steel and other commodities; rising cost of transportation; level of growth in the golf market; increased dependence on The Home Depot as a customer for the residential segment; reduced government spending for grounds maintenance equipment due to reduced tax revenue and tighter government budgets; increased competition; elimination of shelf space for our products at retailers; financial viability of distributors and dealers; market acceptance of existing and new products; unforeseen inventory adjustments or changes in purchasing patterns by our customers; the impact of abnormal weather patterns; and the previously disclosed pending litigation against the company and other defendants that challenges the horsepower ratings of lawnmowers, of which the company is currently unable to assess whether the litigation would have a material adverse effect on the company’s consolidated operating results or financial condition. In addition to the factors set forth in this paragraph, market, economic, financial, competitive, weather, production and other factors identified in Toro’s quarterly and annual reports filed with the Securities and Exchange Commission, could affect the forward-looking statements in this press release. Toro undertakes no obligation to update forward-looking statements made in this release to reflect events or circumstances after the date of this statement.

(Financial tables follow)

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THE TORO COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)

(Dollars and shares in thousands, except per-share data)

Shares and per share data have been adjusted for all periods presented to reflect a two-for-one stock split effective
March 28, 2005.

¹ Prepared under the accounting provisions of Statement of Financial Accounting Standard No. 123 (Revised 2004), “Share-Based Payment.”
² Prepared under the accounting provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,”

(APB No. 25), and related Interpretations.

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THE TORO COMPANY AND SUBSIDIARIES
Segment Data (Unaudited)
(Dollars in thousands)

Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)

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THE TORO COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)

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