SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11K
(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, 1999 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 1-7891
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DONALDSON COMPANY, INC.
1400 WEST 94TH STREET
MINNEAPOLIS, MINNESOTA 55431
<PAGE>
AUDITED FINANCIAL STATEMENTS
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
YEARS ENDED JULY 31, 1999 AND 1998
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
AUDITED FINANCIAL STATEMENTS
Years ended July 31, 1999 and 1998
CONTENTS
Report of Independent Auditors.................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits................................2
Statements of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements..................................................4
Item 27(a)--Schedule of Assets Held for Investment Purposes....................9
Item 27(b)--Schedule of Loans or Fixed Income Obligations in Default .........10
Item 27(d)--Schedule of Reportable Transactions...............................13
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Donaldson Company, Inc.
Employees' Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Donaldson Company, Inc. Employees' Retirement Savings Plan as of July 31,
1999 and 1998, and the related statements of changes in net assets available for
benefits for the years 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 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 net assets available for benefits of the Plan at July
31, 1999 and 1998, and the changes in its net assets available for benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes and schedule of loans or fixed income obligations
in default as of July 31, 1999 and schedule of reportable transactions for the
year then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the basic
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1999 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1999 financial statements taken as a whole.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
January 17, 2000
1
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
JULY 31
1999 1998
------------------------------
<S> <C> <C>
Investments at fair value:
Interest-bearing cash $ 92,869 $ 213,941
Mutual funds 88,987,952 74,199,912
Donaldson stock 27,482,474 20,739,324
Participant loans 2,872,469 2,782,002
------------------------------
Net assets available for benefits $119,435,764 $ 97,935,179
==============================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED JULY 31
1999 1998
------------------------------
<S> <C> <C>
Additions:
Contribution from employees $ 10,151,941 $ 9,885,602
Investment income 5,371,897 4,355,114
Other -- 6,633
------------------------------
15,523,838 14,247,349
Deductions:
Payments to participants 7,128,422 5,910,233
Administration fees 21,541 19,124
------------------------------
7,149,963 5,929,357
Realized/unrealized appreciation of investments 13,126,710 1,587,129
------------------------------
Net increase 21,500,585 9,905,121
Net assets available for benefits:
Beginning of year 97,935,179 88,030,058
------------------------------
End of year $119,435,764 $ 97,935,179
==============================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
July 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD
The accounting records of the Plan are maintained on the accrual basis.
INVESTMENTS
Investments are recorded at fair value. Securities which are traded on a
national securities exchange are valued at the last reported sales price of the
year.
The change in the difference between fair value and the cost of investments is
reflected in the statement of changes in net assets available for benefits as
unrealized appreciation (depreciation) of investments.
The net gain (loss) on the sale of investments is the difference between the
proceeds received and the historical average cost of investments sold. This
amount is reflected in the statement of changes in net assets available for
benefits as realized appreciation/depreciation. For purposes of complying with
the Department of Labor's requirements for preparing Form 5500, the Company
determines net gain based on a revalued, rather than historical, cost.
EXPENSES
Except for investment management fees and administrative fees charged by the
recordkeeper, Donaldson Company, Inc. (the Plan's sponsor) pays all Plan-related
expenses, including legal, accounting and other services.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
4
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATION
Certain 1998 amounts have been reclassified to conform to the 1999 presentation.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan sponsored by Donaldson Company, Inc. The
Plan allows employee contributions to the Plan through payroll deductions of 1%
to 12% of their salary. Employees are 100% vested in their accounts at all
times.
Amounts contributed to the Plan are invested in one of nine investment options.
Participants may choose between the following investment alternatives:
* MANAGED INCOME PORTFOLIO II FUND: Monies are invested in a portfolio of
investments consisting primarily of investment contracts offered by major
insurance companies and other approved financial institutions and in
certain types of fixed income securities. A small portion of the fund is
invested in a money market fund to provide daily liquidity. The fund's
objective is to earn a competitive level of income with preservation of
capital. This investment option carries a low-to-moderate level of
investment risk.
* FIDELITY CONTRAFUND: Monies are invested mainly in U.S. and foreign common
stocks of companies that the fund's manager believes are undervalued or
out of favor. The fund generally focuses on companies that are unpopular,
but whose products show potential for improvement. This investment option
carries a high level of investment risk.
5
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
* FIDELITY MAGELLAN FUND: Monies are invested primarily in common stocks of
small, medium and large companies, both well-known and lesser-known, with
above average growth potential and a correspondingly higher level of risk.
This investment option carries a moderate-to-high level of investment
risk.
* FIDELITY OVERSEAS FUND: Monies are invested primarily in equity securities
of issuers whose principal activities are outside the U.S. The fund
expects to invest the majority of its assets in stocks but may also invest
in debt securities. The value of this fund can be affected by the
performance of foreign markets, the changing value of the American dollar
and foreign political events. This investment option carries a high level
of investment risk.
* FIDELITY PURITAN FUND: Monies are invested in high-yielding U.S. and
foreign securities, and common and preferred stocks and bonds of any
quality or maturity. This investment option carries a moderate level of
investment risk.
* FIDELITY EQUITY INCOME FUND: Monies are invested primarily in income
producing stocks, such as common and preferred stocks but may also invest
in bonds for income. The Fund generally avoids securities issued by
companies without proven earnings or credit. This investment option
carries a moderate-to-high level of investment risk.
* SPARTAN U.S. EQUITY INDEX FUND: Monies are invested primarily in the 500
companies that make up the S&P 500 and in other securities that are based
on the value of the index. The Fund's focus is on duplicating the
composition and performance of the index. This investment option carries a
moderate-to-high level of investment risk.
6
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
* SCHRODER U.S. SMALLER COMPANIES FUND: Monies are invested primarily in
U.S. companies that have, at the time of purchase, market capitalizations
of $1.5 billion or less. The Fund focuses on companies with strong
management that it believes can generate above-average earnings growth and
are selling at favorable prices in relation to book values and earnings.
The Fund invests primarily in common and preferred stocks and securities
convertible into common stocks. This investment option carries a
moderate-to-high level of investment risk.
* DONALDSON COMMON STOCK FUND: Monies are invested in the common stock of
Donaldson Company, Inc. This investment option is presented to provide
participants with the opportunity to invest in the future growth of the
Company.
The changes in net assets of the Plan are allocated to the individual
participant's accounts daily as provided for in the Plan agreement.
The Company has the right under the Plan agreement to terminate the Plan. In the
event of termination of the Plan, each participant is fully vested and the
assets of the Plan shall be distributed to the participants.
3. INVESTMENTS
The current value of individual investments that represent 5% or more of the
Plan's net assets is as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------- -------------------------
UNITS OR CURRENT UNITS OR CURRENT
SHARES VALUE SHARES VALUE
------------------------- -------------------------
<S> <C> <C> <C> <C>
Common stock of Donaldson Company,
Inc. (sponsor) 1,107,606 $27,482,474 1,117,270 $20,739,324
Fidelity Magellan Fund 122,847 15,405,011 95,328 10,372,662
Fidelity Contrafund 172,933 10,697,622 153,615 8,416,552
Fidelity Equity Income Fund 584,159 34,967,786 589,730 32,954,129
Fidelity Managed Income Portfolio II
Fund 22,994,964 22,994,964 15,703,344 15,703,344
</TABLE>
7
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
During the period August 1, 1998 to July 31, 1999, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in value by $13,126,710 as follows:
Mutual funds $ 5,676,000
Donaldson stock 7,450,710
-------------
$13,126,710
=============
4. LOANS TO PARTICIPANTS
Under the Plan agreement, participants may borrow up to 50% of their account
balance or $50,000, whichever is less. At July 31, 1999 and 1998, $2,872,469 and
$2,782,002, respectively, of loans were outstanding at interest rates varying
from 10% to 7%.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated October 20, 1995, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan received $259,073 and $209,966 in common stock dividends from Donaldson
Company, Inc. for the years ended July 31, 1999 and 1998, respectively.
8
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EIN: 41-0222640
PLAN #: 007
July 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, CURRENT
BORROWER OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Fidelity Management Trust Company
Institutional Cash Portfolio 92,869 units $ 92,869 $ 92,869
*Donaldson Company, Inc. 1,107,606 shares of common stock 13,506,813 27,482,474
Fidelity Puritan Fund 26,818 units of participation 537,052 542,261
Fidelity Magellan Fund 122,847 units of participation 12,129,197 15,405,011
Fidelity Contrafund 172,933 units of participation 8,180,253 10,697,622
Fidelity Equity Income Fund 584,159 units of participation 22,811,034 34,967,786
Fidelity Overseas Fund 68,230 units of participation 2,253,382 2,729,888
Fidelity Managed Income Portfolio II
Fund 22,994,964 units of participation 22,994,964 22,994,964
Spartan U.S. Equity Index Fund 27,706 units of participation 1,240,857 1,311,598
Schroder U.S. Smaller Companies Fund 25,229 units of participation 315,835 338,822
Participant loans Interest rates from 7% to 10% 0 2,872,469
-------------------------------
TOTAL ASSETS HELD FOR INVESTMENT $84,062,256 $119,435,764
===============================
</TABLE>
*Indicates party-in-interest.
9
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
EIN: 41-0222640
PLAN #: 007
July 31, 1999
<TABLE>
<CAPTION>
ORIGINAL UNPAID
AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE
IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alfon, Glenn J. $ 1,300.00 $ 259.53 Date of loan 5/26/98, last payment due 5/31/99, 9.50% interest $ 210.04 $ -
Blysma, Dorothy K. 1,197.96 886.41 Date of loan 12/28/98, last payment due 1/7/00, 9.50% interest 290.16 -
Carlson, Richard 14,162.69 12,036.67 Date of loan 9/4/96, last payment due 9/5/06, 9.75% interest 85.37 -
Cerise, Barbara 12,000.00 142.50 Date of loan 2/11/89, last payment due 1/11/99, 9.0% interest 142.50 -
Chew, Connie 2,000.00 1,461.27 Date of loan 9/29/98, last payment due 10/5/00, 9.50% interest 126.84 -
Cowell, William T. 1,500.00 1,407.73 Date of loan 3/9/99, last payment due 3/22/01, 9.50% interest 15.85 -
Danciak, Jeff J. 12,500.00 978.98 Date of loan 2/20/98, last payment due 2/10/03, 9.50% interest 364.02 -
England, Joseph 9,500.00 4,752.20 Date of loan 11/15/96, last payment due 11/13/00, 9.75% interest 1,215.39 -
Giroud, Edward 2,500.00 2,315.53 Date of loan 9/15/98, last payment due 9/11/03, 9.50% interest 145.20 -
Grecula, Bill G. 20,900.00 208.78 Date of loan 5/5/98, last payment due 5/12/03, 9.50% interest 202.26 -
</TABLE>
10
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT (CONTINUED)
EIN: 41-0222640
PLAN #: 007
<TABLE>
<CAPTION>
ORIGINAL UNPAID
AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE
IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Keyes, Timothy $13,500.00 $ 438.19 Date of loan 4/1/94, last payment due 3/30/99, 7.25% interest $ 377.88 $ -
Korkoske, Dennis D. 9,999.99 5,173.97 Date of loan 4/30/93, last payment due 3/24/03, 7.00% interest 216.92 -
Kozak, Paul 500.00 236.62 Date of loan 12/19/97, last payment due 1/7/99, 9.50% interest 221.98 -
Patton, Patrick Jr. 13,100.00 3,781.07 Date of loan, 5/11/95, last payment due 4/1/00, 10.0% interest 1,296.60 -
Rosentreter, Paul 600.00 210.71 Date of loan 12/18/98, last payment due 7/9/99, 9.50% interest 165.62 -
Rowland, James 5,000.00 185.33 Date of loan 4/30/94, last payment due 3/30/99, 7.25% interest 164.08 -
Sallee, Shannon E. 1,000.00 907.90 Date of loan 4/26/99, last payment due 5/8/00, 9.50% interest 20.18 -
Simons, Sallie C. 4,539.00 2,369.68 Date of loan 5/5/96, last payment due 8/14/01, 9.75% interest 176.72 -
Smith, Scott A. 600.00 533.64 Date of loan 3/1/99, last payment due 3/23/00, 9.50% interest 84.77 -
Stafford, Steven P. 33,895.21 28,579.28 Date of loan 9/11/97, last payment due 9/16/02, 9.50% interest 1,776.95 -
</TABLE>
11
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT (CONTINUED)
EIN: 41-0222640
PLAN #: 007
<TABLE>
<CAPTION>
ORIGINAL UNPAID
AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE
IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stansbury, Todd D. $1,900.00 $1,575.33 Date of loan 6/24/98, last payment due 6/27/01, 9.50% interest $ 308.44 $ -
Tiberg, Larry H. 6,815.06 4,833.66 Date of loan 12/8/97, last payment due 12/21/01, 9.50% interest 354.78 -
Warren, Elder 500.00 463.19 Date of loan 5/11/99, last payment due 5/16/00, 9.50% interest 20.20 -
Wright, Tina M. 1,300.00 997.65 Date of loan 11/23/98, last payment due 12/5/00, 9.50% interest 27.48 -
</TABLE>
12
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS
EIN: 41-0222640
PLAN #: 007
Year ended July 31, 1999
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS
Donaldson Company, Inc.
common stock Purchased 446,854 shares of common stock
in 243 transactions $6,826,617 $6,826,617 $6,826,617
Sold 479,920 shares of common stock in
220 transactions $7,655,395 6,307,918 7,655,395 $1,347,477
Fidelity Magellan Fund Purchased 43,210 units in 235 transactions 5,099,324 5,099,324 5,099,324
Sold 15,691 units in 179 transactions 1,818,119 1,560,013 1,818,119 258,106
Fidelity Contrafund Purchased 58,683 units in 216 transactions 3,323,134 3,323,134 3,323,134
Sold 39,365 units in 157 transactions 2,232,609 1,821,156 2,232,609 411,453
Fidelity Equity Income Fund Purchased 97,550 units in 237 transactions 5,350,217 5,350,217 5,350,217
Sold 103,121 units in 204 transactions 5,795,589 4,213,993 5,795,589 1,581,596
</TABLE>
13
<PAGE>
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS (CONTINUED)
EIN: 41-0222640
PLAN #: 007
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS (CONTINUED)
Fidelity Managed Income
Portfolio Fund Purchased 171,365 units in 49 transactions $ 171,365 $ 171,365 $ 171,365
Sold 15,874,709 units in 60 transactions $15,874,709 15,874,709 15,874,709 $ -
Fidelity Managed Income
Portfolio II Fund Purchased 171,365 units in 232 transactions 26,327,398 26,327,398 26,327,398
Sold 7,641,715 units in 208 transactions 7,641,715 7,641,715 7,641,715 -
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions for the year
ended July 31, 1999.
14
<PAGE>
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
thereunto duly authorized.
DONALDSON COMPANY, INC. EMPLOYEES'
RETIREMENT SAVINGS PLAN
---------------------------------------
(Name of Plan)
Date 1/25/00 By: /s/ Norman C. Linnell
--------------- ---------------------
Norman C. Linnell
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
ANNUAL REPORT ON FORM 11-K
23 - Consent of Independent Auditors
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 2-90488) pertaining to the Donaldson Company, Inc. Employees'
Retirement Savings Plan and in the related Prospectus of our report dated
January 17, 2000, with respect to the financial statements and schedules of the
Donaldson Company, Inc. Employees' Retirement Savings Plan included in this
Annual Report (Form 11-K) for the year ended July 31, 1999.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
January 25, 2000
