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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
Act of 1934 for the fiscal year ended July 31, 2000 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
Exchange Act of 1934 (No Fee Required)
for the transition period from ___________ to ___________
Commission File Number:1-7891
DONALDSON COMPANY, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0222640
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 WEST 94TH STREET, MINNEAPOLIS, MINNESOTA 55431
--------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 887-3131
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH ON WHICH REGISTERED
------------- -------------------
Common Stock, $5 Par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ___X___ No _______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of September 22, 2000 was $904,733,686.
The shares of common stock outstanding as of September 22, 2000 were
44,681,913.
Documents Incorporated by Reference
-----------------------------------
Portions of the 2000 Annual Report to Shareholders of the registrant are
incorporated by reference in Parts I and II, as specifically set forth in Parts
I and II.
Portions of the Proxy Statement for the 2000 annual shareholders meeting
are incorporated by reference in Part III, as specifically set forth in Part
III.
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<PAGE>
PART I
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.
2
<PAGE>
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. 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.
3
<PAGE>
The Company's properties are considered to be suitable for their present
purposes, well maintained and in good operating condition.
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. 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.
<TABLE>
<CAPTION>
FIRST YEAR ELECTED OR
APPOINTED AS AN
NAME AGE POSITIONS AND OFFICES HELD OFFICER
---- --- -------------------------- -------
<S> <C> <C> <C>
William G. Van Dyke 55 Chairman, Chief Executive Officer and 1979
President
William M. Cook 47 Senior Vice President, International 1994
James R. Giertz 43 Senior Vice President, Commercial and 1994
Industrial
Norman C. Linnell 41 Vice President, General Counsel and 1996
Secretary
Nickolas Priadka 54 Senior Vice President, Engine Systems 1989
and Parts
Lowell F. Schwab 52 Senior Vice President, Operations 1994
Thomas W. VanHimbergen 52 Senior Vice President and Chief 2000
Financial Officer
Thomas A. Windfeldt 51 Vice President, Controller and Treasurer 1985
</TABLE>
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. 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.
4
<PAGE>
The high and low sales prices for registrant's common stock for each full
quarterly period during 2000 and 1999, are as follows:
<TABLE>
<CAPTION>
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
1999 $14 7/16 - 21 15/16 $17 11/16 - 21 $17 1/4 - 23 1/2 $21 15/16 - 25 7/8
2000 $19 1/2 - 23 1/2 $20 5/8 - 24 13/16 $20 1/4 - 24 1/16 $19 1/8 - 24 1/4
</TABLE>
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. 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. 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. 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.
5
<PAGE>
PART III
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. 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. 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. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS-- NOT APPLICABLE.
PART IV
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.
6
<PAGE>
(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.
7
<PAGE>
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
8
<PAGE>
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
F-1
9
<PAGE>
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
F-2
10
<PAGE>
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
F-3
11
<PAGE>
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
-------------------------------------------------------------------------------------------------------------------
ADDITIONS
----------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
DESCRIPTION BEGINNING COSTS AND OTHER ACCOUNTS END OF
OF PERIOD EXPENSES (A) & (B) DEDUCTIONS (C) PERIOD
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended July 31, 2000:
Allowance for doubtful accounts deducted from $ 4,341 $ 1,077 $ (156) $ (882) $ 4,380
accounts receivable
Restructuring Reserves - AirMaze Acquisition $ 0 $ 1,494 $ 1,494
Restructuring Reserves - DCE Acquisition $ 0 $ 5,781 $ 5,781
Year ended July 31, 1999:
Allowance for doubtful accounts deducted from $ 3,696 $ 959 $(43) $ (271) $ 4,341
accounts receivable
Year ended July 31, 1998:
Allowance for doubtful accounts deducted from $ 4,094 $ 413 $(136) $ (675) $ 3,696
accounts receivable
</TABLE>
---------------------
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.
12
<PAGE>
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)
13
<PAGE>
*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.
14
