ITEM 1. BUSINESS
GENERAL
Donaldson Company, Inc. ("Donaldson" or the "Company") was founded in 1915 and organized in its present corporate form under the laws of the State of Delaware in 1936.
The Company is a leading worldwide manufacturer of filtration systems and replacement parts. The Company's product mix includes air and liquid filters and exhaust and emission control products for mobile equipment; in-plant air cleaning systems; air intake systems and exhaust products for industrial gas turbines; and specialized filters for such diverse applications as computer disk drives, aircraft passenger cabins and semiconductor processing. Products are manufactured at more than three dozen plants around the world and through five joint ventures. The Company has two reporting segments engaged in the design, manufacture and sale of systems to filter air and liquid and other complementary products. The two segments are Engine Products and Industrial Products. Products in the Engine Products segment consist of air intake systems, exhaust systems, liquid filtration systems and replacement parts. The Engine Products segment sells to original equipment manufacturers (OEMs) in the construction, industrial, mining, agriculture and transportation markets and to independent distributors, OEM dealer networks, private label accounts and large private fleets. Products in the Industrial Products segment consist of dust, fume and mist collectors, static and pulse-clean air filter systems for industrial gas turbines, computer disk drive filter products and other specialized air filtration systems. The Industrial Products segment sells to various industrial end-users, OEMs of gas-fired turbines, OEMs and end users requiring highly purified air.
The table below shows the percentage of total net sales contributed by the principal classes of similar products for each of the last three fiscal years:
YEAR ENDED JULY 31
2000 1999 1998 ---- ---- ----
Engine Products Segment
Off-Road Equipment Products (including Defense Products) 18% 19% 20%
Truck and Automotive Products 14% 17% 16%
Aftermarket Products 30% 29% 30%
Industrial Products Segment
Dust Collection Products 17% 16% 16%
Gas Turbine Systems Products 11% 9% 9%
Special Applications Products 10% 10% 9%
The segment detail information in Note H in the Notes to Consolidated Financial Statements on page 30 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
COMPETITION
The Company's business is not considered to be seasonal. Principal methods of competition in both the Engine Products and Industrial Products segments are price, geographic coverage, service and product performance. The Company competes in a number of filtration markets in both the Engine Products and Industrial segments and both segments operate in a highly competitive environment. The Company estimates that it is a market leader in its primary product lines within the Industrial Products segment. Its principal competitors vary from country to country and include several large regional or global competitors and a significant number of small competitors who compete in a limited geographical region or in a limited number of product applications. The Company estimates that within the Engine Products segment it is a market leader in its off-road equipment and truck product lines and is a significant participant in the aftermarket for replacement filters and hard parts in its engine-related businesses. The Engine Products segment principal competitors vary from country to country and include several large regional or global competitors, and small local and regional competitors, especially in the engine aftermarket businesses.
RAW MATERIALS
The Company experienced no significant or unusual problems in the purchase of raw materials or commodities. Donaldson has more than one source of raw materials essential to its business. The Company is not required to carry significant amounts of inventory to meet rapid delivery demands or secure supplier allotments.
PATENTS AND TRADEMARKS
The Company owns various patents and trademarks which it considers in the aggregate to constitute a valuable asset. However, it does not regard the validity of any one patent or trademark as being of material importance.
MAJOR CUSTOMER
There were no sales over 10 percent of net sales to one customer in 2000. Sales to Caterpillar, Inc. and subsidiaries ("Caterpillar") accounted for 11 percent of net sales in 1999 and 1998 and over 9 percent in 2000. Caterpillar has been a customer of the Company for many years and it purchases several models and types of products for a variety of applications. Sales to the U.S. Government do not constitute a material portion of the Company's business.
BACKLOG
At August 31, 2000, the backlog of orders expected to be delivered within 90 days was $191,852,000. The 90 day backlog at August 31, 1999 was $161,509,000.
RESEARCH AND DEVELOPMENT
During 2000 the Company spent $27,304,000 on research and development activities relating to the development of new products or improvements of existing products or manufacturing processes. The Company spent $23,603,000 in 1999 and $23,509,000 in 1998 on research and development activities. Essentially all commercial research and development is Company-sponsored.
ENVIRONMENTAL MATTERS
The Company does not anticipate any material effect on its capital expenditures, earnings or competitive position due to compliance with government regulations involving environmental matters.
EMPLOYEES
The Company employed 8,478 persons in worldwide operations as of July 31, 2000.
GEOGRAPHIC AREAS
Note H of the Notes to Consolidated Financial Statements on page 30 in the 2000 Annual Report to Shareholders contains information regarding the Company's geographic areas and is incorporated herein by reference.
ITEM 2.
ITEM 2. PROPERTIES
The Company's principal office and research facilities are located in Bloomington, a suburb of Minneapolis, Minnesota. European administrative and engineering offices are located in Leuven, Belgium.
Manufacturing activities are carried on in sixteen plants in the United States, two in the United Kingdom, Germany, Japan and Mexico and one each in Australia, France, Hong Kong, South Africa, Italy, Belgium, India and China. The back cover of the 2000 Annual Report to Shareholders lists the principal plant locations and is incorporated herein by reference. Note H on page 30 of the 2000 Annual Report to Shareholders presents identifiable assets by geographic area and is incorporated herein by reference.
The Company is a lessee under several long-term leases. These leases provide for options to purchase the facilities at the end of the lease term and have been capitalized.
The Company's properties are considered to be suitable for their present purposes, well maintained and in good operating condition.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company has been party to various legal proceedings arising in the ordinary course of business. In the opinion of management, the outcome of litigation currently pending will not materially affect the Company's results of operations, financial condition or liquidity.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NOT APPLICABLE.
EXECUTIVE OFFICERS OF THE REGISTRANT
Current information regarding executive officers is presented below. All terms of office are for one year. There are no arrangements or understandings between individual officers and any other person pursuant to which he was selected as an officer.
All of the above-named executive officers have held executive or management positions with Registrant for more than the past five years except Mr. Linnell, who was previously a partner in the law firm of Dorsey & Whitney LLP and Mr. VanHimbergen, who was previously Senior Vice President and Chief Financial Officer of Deluxe Corporation.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information in the sections "Quarterly Financial Information (Unaudited)" and "NYSE Listing," on pages 32 and 36, and restrictions on payment of dividends in Note D, page 26 of the 2000 Annual Report to Shareholders is incorporated herein by reference. As of September 26, 2000, there were approximately 1,870 shareholders of record of Common Stock.
The high and low sales prices for registrant's common stock for each full quarterly period during 2000 and 1999, are as follows:
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information for the years 1996 through 2000 on pages 34 and 35 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth in the section "Management's Discussion and Analysis" on pages 14 through 18 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
A. MARKET RISK
Market Risk disclosure as discussed under "Market Risk" and "Foreign Currency" on pages 17 and 18 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Notes to Consolidated Financial Statements on pages 19 through 32, and the Quarterly Financial Information (Unaudited) on page 32 of the 2000 Annual Report to Shareholders is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On March 17, 2000, the Company determined not to re-engage its independent auditors, Ernst & Young LLP ("E&Y") and appointed Arthur Andersen LLP as its new independent auditors, effective immediately. This determination followed the Company's decision to seek proposals from independent accounting firms, including E&Y, with respect to the engagement of independent accountants to audit the Company's financial statements for the fiscal year ending July 31, 2000. The decision not to re-engage E&Y and to retain Arthur Andersen was approved by the Company's Board of Directors upon the recommendation of its Audit Committee.
The reports of E&Y on the financial statements of the Company for its fiscal years ended July 31, 1999 and July 31, 1998 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period through March 17, 2000, there were no disagreements between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused E&Y to make a reference to the subject matter of the disagreement in connection with its reports.
The Company did not, during the Company's two most recent fiscal years or the subsequent interim period through March 17, 2000, consult with Arthur Andersen on items which concerned the subject matter of a disagreement or reportable event with E&Y (as described in Regulation S-K Item 304(a)(2)).
The Company reported the change in accountants on Form 8-K on March 21, 2000. The Form 8-K contained a letter from E&Y, addressed to the Securities and Exchange Commission stating that it agreed with the comments relating to E&Y in the second paragraph above, and was not in a position to agree or disagree with the comments in the remainder of the above statements.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the captions "Nominees For Election" and "Directors Continuing In Office" on page 4 and under the heading "Compliance With Section 16(a) of the Securities Exchange Act of 1934" on page 14 of the Company's definitive proxy statement dated October 12, 2000 is incorporated herein by reference. Information about the executive officers of the Company is set forth in Part I of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information under "Director Compensation" on pages 4 through 5 and in the section "Executive Compensation" on pages 7 through 9, the "Pension Benefits" on page 13 and under the caption "Change-in-Control Arrangements" on page 14 of the Company's definitive proxy statement dated October 12, 2000, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information in the section "Security Ownership" on page 2 of the Company's definitive proxy statement dated October 12, 2000, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS-- NOT APPLICABLE.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed with this report:
(1) Financial Statements -
Consolidated Balance Sheets -- July 31, 2000 and 1999 (incorporated by reference from page 20 of the 2000 Annual Report to Shareholders)
Consolidated Statements of Earnings -- years ended July 31, 2000, 1999 and 1998 (incorporated by reference from page 19 of the 2000 Annual Report to Shareholders)
Consolidated Statements of Cash Flows -- years ended July 31, 2000, 1999 and 1998 (incorporated by reference from page 21 of the 2000 Annual Report to Shareholders)
Consolidated Statements of Changes in Shareholders' Equity -- years ended July 31, 2000, 1999 and 1998 (incorporated by reference from page 22 of the 2000 Annual Report to Shareholders)
Notes to Consolidated Financial Statements (incorporated by reference from pages 23 through 32 of the 2000 Annual Report to Shareholders)
Reports of Independent Auditors (filed as part of this report).
(2) Financial Statement Schedules -
Schedule II Valuation and qualifying accounts
All other schedules (Schedules I, III, IV and V) for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instruction, or are inapplicable, and therefore have been omitted.
(3) Exhibits
The exhibits listed in the accompanying index are filed as part of this report or incorporated by reference as indicated therein.
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended July 31, 2000.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DONALDSON COMPANY, INC. (Registrant)
Date: October 26, 2000 By: /s/ William G. Van Dyke ---------------- ------------------------------- Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ William G. Van Dyke Chairman, Chief Executive Officer - ------------------------------- and President William G. Van Dyke
/s/ Thomas W. VanHimbergen Senior Vice President and Chief Financial - ------------------------------- Officer Thomas W. VanHimbergen
/s/ Thomas A. Windfeldt Vice President, Controller and Treasurer - ------------------------------- Thomas A. Windfeldt
*F. Guillaume Bastiaens Director - ------------------------------- F. Guillaume Bastiaens
*Paul B. Burke Director - ------------------------------- Paul B. Burke
*Janet M. Dolan Director - ------------------------------- Janet M. Dolan
*Jack W. Eugster Director - ------------------------------- Jack W. Eugster
*John F. Grundhofer Director - ------------------------------- John F. Grundhofer
*Kendrick B. Melrose Director - ------------------------------- Kendrick B. Melrose
*S. Walter Richey Director - ------------------------------- S. Walter Richey
*Stephen W. Sanger Director - ------------------------------- Stephen W. Sanger
*By /s/ Norman C. Linnell Date: October 26, 2000 - ------------------------------- Norman C. Linnell *As attorney-in-fact
DONALDSON COMPANY, INC. AND SUBSIDIARIES FORM 10-K Item 14 (a) (1)
Index of Independent Auditors' Reports
Report of Arthur Andersen LLP................................................F-2
Report of Ernst & Young LLP..................................................F-3
Report of Independent Public Accountants
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF DONALDSON COMPANY, INC.:
We have audited the accompanying consolidated balance sheet of Donaldson Company, Inc. (a Delaware corporation) and subsidiaries as of July 31, 2000, and the related consolidated statements of earnings, changes in shareholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Donaldson Company, Inc. and subsidiaries as of July 31, 2000 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota, August 29, 2000
Report of Independent Auditors
Shareholders and Board of Directors
Donaldson Company, Inc.
We have audited the accompanying consolidated balance sheet of Donaldson Company, Inc. and subsidiaries as of July 31, 1999, and the related consolidated statements of earnings, changes in shareholders' equity and cash flows for each of the two years in the period ended July 31, 1999. Our audits also included the related financial statement schedules listed in the Index at Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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 consolidated financial position of Donaldson Company, Inc. and subsidiaries at July 31, 1999, and the consolidated results of their operations and their cash flows for each of the two years in the period ended July 31, 1999, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Minneapolis, Minnesota September 8, 1999
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars)
- --------------------- Note A -- Allowance for doubtful accounts foreign currency translation losses (gains) recorded directly to equity.
Note B -- Restructuring reserves recorded to goodwill.
Note C -- Bad debts charged to allowance, net of recoveries.
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K
* 3-A -- Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q for the Second Quarter ended January 31, 1998)
* 3-B -- By-laws of Registrant as currently in effect (Filed as Exhibit 3-B to Form 10-Q for the Second Quarter ended January 31, 1999)
* 4 -- **
* 4-A -- Preferred Stock Amended and Restated Rights Agreement (Filed as Exhibit 4.1 to Form 8-K Report Dated January 12, 1996)
*10-A -- Annual Cash Bonus Plan (Filed as Exhibit 10-A to 1995 Form 10-K Report)***
*10-B -- Supplementary Retirement Agreement with William A. Hodder (Filed as Exhibit 10-B to 1993 Form 10-K Report)***
*10-C -- 1980 Master Stock Compensation Plan as Amended (Filed as Exhibit 10-C to 1993 Form 10-K Report)***
*10-D -- Form of Performance Award Agreement under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-D to 1995 Form 10-K Report)***
*10-E -- Copy of ESOP Restoration Plan as Amended and Restated (Filed as Exhibit 10-E to Form 10-Q for the Second Quarter ended January 31, 1998)***
*10-F -- Deferred Compensation Plan for Non-employee Directors as amended (Filed as Exhibit 10-F to 1990 Form 10-K Report)***
*10-G -- Form of "Change in Control" Agreement with key employees as amended (Filed as Exhibit 10-G to Form 10-Q for the Second Quarter ended January 31, 1999)***
*10-H -- Independent Director Retirement and Benefit Plan as amended (Filed as Exhibit 10-H to 1995 Form 10-K Report)***
*10-I -- Excess Pension Plan (1999 Restatement)***
*10-J -- Supplementary Executive Retirement Plan (1999 Restatement)***
*10-K -- 1991 Master Stock Compensation Plan as amended (Filed as Exhibit 10-K to 1998 Form 10-K Report)***
*10-L -- Form of Restricted Stock Award under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-L to 1992 Form 10-K Report)***
*10-M -- Form of Agreement to Defer Compensation for certain Executive Officers (Filed as Exhibit 10-M to 1993 Form 10-K Report)***
*10-N -- Stock Option Program for Nonemployee Directors (Filed as Exhibit 10-N to 1998 Form 10-K Report)***
*10-O -- Salaried Employees' Pension Plan -- 1997 Restatement (Filed as Exhibit l0-0 to 1997 10-K Report)***
*10-P -- Eighth Amendment of Employee Stock Ownership Plan Trust Agreement 1987 Restatement (Filed as Exhibit 10-P to 1997 10-K Report)***
*10-Q -- Deferred Compensation and 401(K) Excess Plan (1999 Restatement)***
*10-R -- Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of July 15, 1998 (Filed as Exhibit 10-R to 1998 Form 10-K Report)
*10-S -- First Supplement to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of August 1, 1998 (Filed as Exhibit 10-S to 1998 Form 10-K Report)
*10-T -- Deferred Stock Option Gain Plan (1999 Restatement)***
11 -- Computation of net earnings per share ("Earnings Per Share" in "Summary of Significant Accounting Policies" in Note A, page 24 of the 2000 Annual Report to Shareholders is incorporated herein by reference)
13 -- Portions of Registrant's Annual Report to Shareholders for the year ended July 31, 2000
21 -- Subsidiaries ("Wholly Owned Subsidiaries" and "Joint Ventures" on the back cover of the 2000 Annual Report to Shareholders is incorporated herein by reference)
23 -- Consent of Arthur Andersen LLP
23(A) -- Consent of Ernst & Young LLP
24 -- Powers of Attorney
27 -- Financial Data Schedule (EDGAR filing only)
*99 -- Litigation Reform Act of 1995 - Cautionary Statement (Filed as Exhibit 99 to 1999 10-K Report)
* Exhibit has heretofore been filed with the Securities and Exchange Commission and is incorporated herein by reference as an exhibit.
** Pursuant to the provisions of Regulation S-K Item 601(b)(4)(iii)(A) copies of instruments defining the rights of holders of certain long-term debts of Registrant and its subsidiaries are not filed and in lieu thereof Registrant agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.
*** Denotes compensatory plan or management contract.
Note: Exhibits have been furnished only to the Securities and Exchange Commission. Copies will be furnished to individuals upon request and payment of $20 representing Registrant's reasonable expense in furnishing such exhibits.