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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1994
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 (612) 887-3131
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class 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, 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on September 27, 1994 was $559,158,590.
The shares of Common Stock outstanding as of September 27, 1994 were 26,510,661.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1994 Annual Report to Shareholders of the registrant:
Parts I and II.
Portions of the Proxy Statement for the 1994 annual shareholders meeting:
Part III.
1
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 worldwide manufacturer of air cleaners, liquid filters and
exhaust products and accessories for heavy duty mobile equipment; in-plant air
cleaning systems; air intake systems and exhaust products for industrial gas
turbines; and specialized filters for diverse applications. The Company has one
industry segment which consists of the design, manufacture and sale of products
to filter air, sound and liquid.
The Company's principal products are primarily sold through a direct sales
force. The table below shows the percentage of total sales contributed by the
principal classes of similar products for each of the last three fiscal years:
Year Ended July 31
1994 1993 1992
---- ---- ----
Air cleaners, filtration
devices and accessories 67% 68% 71%
Acoustical Products 11% 11% 9%
Other 22% 21% 20%
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
The Company owns various patents which it considers in the aggregate to
constitute a valuable asset. However, it does not regard the validity of any one
patent as being of material importance.
2
SEASONALITY
The Company's business is not considered to be seasonal.
MAJOR CUSTOMER
Approximately 12% of the Company's 1994 sales were made to Caterpillar
Inc. and subsidiaries ("Caterpillar"). Caterpillar has been a customer of the
Company for many years and they purchase 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, 1994, the backlog of orders expected to be delivered within 90
days was $111,147,000. The backlog at August 31, 1993 was $88,953,000.
COMPETITION
Principal methods of competition are price, service and product performance.
The Company estimates it has more than 20 competitors in the sale of filtration
products and less than 10 competitors in the sale of acoustical products.
Generally the Company does not provide rights to return merchandise or give
extended payment terms to customers and believes the industry practices are
similar to its own.
RESEARCH AND DEVELOPMENT
During 1994 the Company spent $10,873,000 on research and development
activities relating to the development of new products or improvements of
existing products or manufacturing processes. The Company spent $11,364,000 in
1993 and $10,323,000 in 1992 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.
3
EMPLOYEES
The Company employed 4,417 persons in worldwide operations as of July 31,
1994.
GEOGRAPHIC AREAS
Note J of the Notes to Consolidated Financial Statements on page 28 in the
1994 Annual Report to Shareholders contains information regarding the Company's
geographic areas and is incorporated herein by reference.
Political conditions, tariffs, local tax structures, and currency exchange
rate fluctuations contribute to the risks of foreign operations.
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 ten plants in the United States,
two in Japan and one each in Australia, Brazil, United Kingdom, Hong Kong, South
Africa, Italy, Belgium and Germany. The inside back cover of the 1994 Annual
Report to Shareholders lists U.S. plant locations and is incorporated herein by
reference. Note J on page 28 of the 1994 Annual Report to Shareholders presents
identifiable assets by geographic area and is incorporated herein by reference.
Donaldson is a lessee under several long-term leases pursuant to Industrial
Revenue Bond financings. 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. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the Company's business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the year ended July 31, 1994.
4
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.
First Year
Elected or
appointed
as an
Name Age Positions and Offices Held Officer
- - ---- --- -------------------------- ----------
William A. Hodder 63 Chairman, Chief Executive 1973
Officer & Director
Erland D. Anderson 53 Vice President, Corporate 1978
Technology
William M. Cook 41 Vice President, Industrial 1994
Edmund C. Craft 54 Vice President, Engine 1985
Aftermarket
James R. Giertz 37 Vice President, Chief 1994
Financial Officer
Richard M. Negri 61 Vice President, Corporate 1976
Manufacturing
Nickolas Priadka 48 Vice President, Engine OEM 1989
Lowell F. Schwab 46 Vice President, Operations 1994
John R. Schweers 49 Treasurer 1987
John E. Thames 44 Vice President, Human Resources 1989
William G. Van Dyke 49 President, Chief Operating 1979
Officer and Director
Thomas A. Windfeldt 45 Vice President, Controller 1985
All of the above-named executive officers have held executive or
management positions with Registrant for more than the past five years
except Mr. Giertz who was previously Assistant Treasurer Corporate
Finance for General Motors Corporation (1992) and Treasurer of various
subsidiaries of General Motors Corporation and Mr.Schwab who was
previously Vice President and General Manager of the Machinery Division
of Washington Scientific, Inc.
5
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information in the sections "NYSE Listing," and "Quarterly Financial
Information (Unaudited)" on page 32, and restrictions on payment of dividends in
Note D, page 24 of the 1994 Annual Report to Shareholders is incorporated herein
by reference. As of September 27, 1994, there were approximately 1,500
shareholders of record of Common Stock.
The high and low sales prices for registrant's common stock for each
full quarterly period during fiscal 1993 and 1994 are as follows:
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
1993 $14-19 $17-19 1/4 $16 5/8-20 1/8 $17-19 1/8
1994 $18 1/4-21 5/8 $20-23 3/4 $21 7/8-25 1/4 $20-26 1/8
Item 6. SELECTED FINANCIAL DATA
The information for the years 1990 through 1994 on pages 12 and 13 of the
1994 Annual Report to Shareholders is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The textual information commencing with "Capital Structure" in the section
"Management's Discussion and Analysis" on pages 14 through 18 of the 1994 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 28, and the Quarterly Financial Information
(Unaudited) on page 32 of the 1994 Annual Report to Shareholders is incorporated
herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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 pages 3 and 4 and under the heading "Compliance With
Section 16 (a) of the Securities Exchange Act of 1934" on page 10 of the
Company's definitive proxy statement dated October 14, 1994 is incorporated
herein by reference. Information about the executive officers of the Company is
set forth in Part I of this report.
6
Item 11. EXECUTIVE COMPENSATION
The information under "Director Compensation" on page 4 and in the section
"Executive Compensation" on pages 5 through 9, the "Pension Plan Table" on page
10 and under the captions "Resignation Agreement" and "Change-in-Control
Arrangements" on page 11 of the Company's definitive proxy statement dated
October 14, 1994, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information in the section "Security Ownership" on pages 1 and 2 of the
Company's definitive proxy statement dated October 14, 1994, is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the section "Resignation Agreement" on page 10 of the
Company's definitive proxy statement, dated October 14, 1994, is incorporated
herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) Documents filed with this report:
(1) Financial Statements -
Consolidated Statements of Financial Position--July 31, 1994
and 1993 (incorporated by reference from page 20 of the 1994
Annual Report to Shareholders)
Consolidated Statements of Earnings--years ended July 31, 1994,
1993 and 1992 (incorporated by reference from page 19 of the
1994 Annual Report to Shareholders)
Consolidated Statements of Cash Flows--years ended July 31,
1994, 1993 and 1992 (incorporated by reference from page 21 of
the 1994 Annual Report to Shareholders)
Consolidated Statements of Changes in Shareholders'
Equity-years ended July 31, 1994, 1993 and 1992 (incorporated
by reference from page 22 of the 1994 Annual Report to
Shareholders)
Notes to Consolidated Financial Statements (incorporated by
reference from pages 23 through 28 of the 1994 Annual Report to
Shareholders)
Report of Independent Auditors (incorporated by reference from
page 29 of the 1994 Annual Report to Shareholders).
7
(2) Financial Statement Schedules -
Schedule II Amounts receivable from related
parties and underwriters, promoters, and
employees other than related parties
Schedule V Property, plant and equipment
Schedule VI Accumulated depreciation, depletion and
amortization of property, plant and
equipment
Schedule VIII Valuation and qualifying accounts
Schedule IX Short-term borrowings
Schedule X Supplementary income statement information
All other schedules 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, 1994.
8
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 28, 1994 By /s/ Raymond F. Vodovnik
Raymond F. Vodovnik
Vice President, Legal
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 A. Hodder Chairman, Chief Executive
William A. Hodder Officer and Director
/s/ Thomas A. Windfeldt Vice President, Controller
Thomas A. Windfeldt
/s/ James R. Giertz Vice President, Chief Financial
James R. Giertz Officer
*William G. Van Dyke President, Chief Operating
William G. Van Dyke Officer and Director
*A. Gary Ames Director
A. Gary Ames
*Michael R. Bonsignore Director
Michael R. Bonsignore
*Jack W. Eugster Director
Jack W. Eugster
*Kendrick B. Melrose Director
Kendrick B. Melrose
*S. Walter Richey Director
S. Walter Richey
*Stephen W. Sanger Director
Stephen W. Sanger
*C. Angus Wurtele Director
C. Angus Wurtele
*By /s/Raymond F. Vodovnik Date: October 28, 1994
Raymond F. Vodovnik
* As attorney-in-fact
9
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
DONALDSON COMPANY, INC. AND SUBSIDIARIES
COL. A COL. B COL. C COL. D COL. E
- - ----------------------------------------------------------------------------------------------------
Balance at
Beginning Balance at end of period
Name of Debtor of Period Additions Deductions Current Not Current
- - ----------------------------------------------------------------------------------------------------
Year ended July 31, 1994:
John C. Read
Executive Vice President, Engine $200,000 $ - $(200,000) $ - $ - (1)
======= ======== ========= ======== ========
Year ended July 31, 1993:
John C. Read,
Executive Vice President, Engine $200,000 $ - $ - $ - $200,000 (1)
======== ======== ========= ======== ========
Year ended July 31, 1992:
John C. Read
Executive Vice President, Engine $200,000 $ - $ - $ - $200,000 (1)
======== ======== ========= ======== ========
(1) The loan was fully secured by a mortgage on Mr. Read's residence
in favor of the Company. The note accrued interest at the rate of 9.1%
per annum. On August 8, 1994, Mr. Read resigned from the Company. The
Company agreed to forgive the outstanding note as part of his
Resignation Agreement.
10
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
COL. A COL. B COL. C COL. D COL. E COL. F
- - -------------------------------------------------------------------------------------------------------------
Balance at Other Changes- Balance at
Beginning Additions Add (Deduct)- End of
Classification of Period at Cost Retirements Describe Period
- - -------------------------------------------------------------------------------------------------------------
Year ended July 31, 1994:
Land $ 5,962 $ 162 $ - $ 174 (B) $ 6,298
Buildings 74,742 5,252 (72) 1,761 (B) 81,683
Machinery and equipment 148,790 21,353 (3,101) 376(A,B) 166,666
Construction in progress 4,353 - - (77) 4,276
-------- ------- ------- ------ -------
$233,847 $26,767(C) $ (3,173) $1,482 $258,923
======== ======= ======== ====== ========
Year ended July 31, 1993:
Land $ 5,503 $ 484 $ (6) $ (19)(B) $ 5,962
Buildings 71,679 2,728 (255) 590 (B) 74,742
Machinery and equipment 132,989 17,691 (2,372) 482 (B) 148,790
Construction in progress 3,791 - - 562 4,353
-------- ------- ------- ------ -------
$213,962 $20,903(D) $(2,633) $1,615 $233,847
======== ======= ======= ====== ========
Year ended July 31, 1992:
Land $ 4,671 $ 451 $ (4) $ 385 (B) $ 5,503
Buildings 61,710 5,719 (28) 4,278 (B) 71,679
Machinery and equipment 114,302 15,951 (4,133) 6,869 (B) 132,989
Construction in progress 6,968 - - (3,177) 3,791
-------- ------- ------- ------ -------
$187,651 $22,121(E) $ (4,165) $8,355 $213,962
======== ======= ======== ====== ========
See notes on following page.
11
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT--Continued
DONALDSON COMPANY, INC. AND SUBSIDIARIES
Note A--Includes $3,200 related to a write down of certain Brazilian assets.
Note B--Amounts represent the effect of changes in foreign currency exchange
rates on property and equipment. Foreign currency translation methods are
disclosed in Note A to the consolidated financial statements.
Note C--Includes $1,828 relating to the acquisition of property, plant and
equipment of a high purity products materials supplier.
Note D--Includes $5,898 relating to the acquisition of property, plant and
equipment of Filtrobras-Roma Filtros Automotivos Ltda. and ENV Services, Inc.
Note E--Includes $6,583 relating to the acquisition of property,
plant and equipment of Gimetal N.V. and FBO s.r.l.
12
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
COL. A COL. B COL. C COL. D COL. E COL. F
- - ----------------------------------------------------------------------------------------------------
Additions
Balance at Charged to Other Changes- Balance at
Beginning Costs and Add (Deduct)- End of
Description of Period Expenses Retirements Describe Period
- - ----------------------------------------------------------------------------------------------------
Year ended July 31, 1994:
Buildings $ 39,058 $ 2,311 $ (39) $ 1,075 $ 42,405
Machinery and equipment 104,274 13,588 (2,912) 2,009 116,959
-------- ------- ------- -------- ---------
$143,332 $15,899 $(2,951) $ 3,084(A) $ 159,364
======== ======= ======= ======== =========
Year ended July 31, 1993:
Buildings $ 35,838 $ 2,439 $ (242) $ 1,023 $ 39,058
Machinery and equipment 93,225 12,006 (2,051) 1,094 104,274
-------- ------- ------- -------- ---------
$129,063 $14,445 $(2,293) $ 2,117(A) $ 143,332
======== ======= ======= ======== =========
Year ended July 31, 1992:
Buildings $ 32,110 $ 2,277 $ (25) $ 1,476 $ 35,838
Machinery and equipment 82,678 11,477 (3,866) 2,936 93,225
-------- ------- ------- -------- ---------
$114,788 $13,754 $(3,891) $ 4,412(A) $ 129,063
======== ======= ======= ======== =========
Note A--Amounts represent the effect of changes in foreign currency exchange
rates on property, plant and equipment. Foreign currency translation methods are
disclosed in Note A to the consolidated financial statements.
13
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
COL. A COL. B COL. C COL. D COL. E
- - -------------------------------------------------------------------------------------------------
Additions
Balance at Charged to Balance at
Beginning Costs and Charged to End of
Description of Period Expenses Other Accounts Deductions Period
- - ----------------------------------------------------------------------------------------------------
Year ended July 31, 1994:
Allowance for doubtful
accounts deducted from
accounts receivable $2,802 $ 949 $ 28 (A) $ (336)(B) $3,443
====== ===== ===== ======= ======
Year ended July 31, 1993:
Allowance for doubtful
accounts deducted from
accounts receivable $2,594 $ 409 $(185)(A) $ (16)(B) $2,802
====== ===== ===== ====== ======
Year ended July 31, 1992:
Allowance for doubtful
accounts deducted from
accounts receivable $2,328 $ 571 $ 166 (A) $ (471)(B) $2,594
====== ===== ===== ====== ======
Note A--Foreign currency translation losses (gains) recorded directly to
retained earnings.
Note B--Bad debts charged to allowance, net of recoveries.
14
SCHEDULE IX--SHORT-TERM BORROWINGS
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
COL. A COL. B COL. C COL. D COL. E COL. F
- - ----------------------------------------------------------------------------------------------------
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest Rate
Category of Aggregate at End Interest During During the During the
Short-term Borrowings of Period Rate the Period Period (A) Period (B)
- - -----------------------------------------------------------------------------------------------------
Notes payable to banks:
Year ended July 31, 1994 $14,073 6.6% $15,218 $8,720 8.1%
Year ended July 31, 1993 $4,238 10.3% $ 6,906 $3,906 8.6%
Year ended July 31, 1992 $6,359 7.8% $ 6,359 $2,553 14.9%
Note A--The average amount outstanding during the period was computed by
dividing the total of month-end outstanding principal balances by twelve.
Note B--The weighted average interest rate during the period was computed by
dividing the actual interest expense by average month end short-term debt
outstanding.
15
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
DONALDSON COMPANY, INC. AND SUBSIDIARIES
(Thousands of Dollars)
COL. A COL. B
Charged to
Item Costs and Expenses
- - ------------------------- ------------------
Year ended July 31, 1994
Maintenance and repairs $5,935
======
Year ended July 31, 1993
Maintenance and repairs $5,575
======
Year ended July 31, 1992
Maintenance and repairs $4,832
======
Amounts for other items are not presented as such amounts are less than 1% of
total sales.
16
EXHIBIT INDEX
ANNUAL REPORT ON FORM 10-K
* 3-a - Certificate of Incorporation of Registrant as currently in effect
* 3-B - By-laws of Registrant as currently in effect
* 4 - **
* 4-A - Preferred Stock Amended and Restated Rights
Agreement (Filed as Exhibit 1 to Form 8-K Report
Dated May 19, 1989)
* 4-B - Credit Agreement among Donaldson Company, Inc.
and certain listed banks dated as of October 8,
1987 (Filed as Exhibit 4-B to 1987 Form 10-K Report)
* 4-C - Copy of First Amendment to Preferred Stock Amended and
Restated Rights Agreement (Filed as Exhibit 1 to Form
8-K Report Dated September 20, 1991)
10-A - Copy of Resignation Agreement dated August 21, 1994
between Registrant and John C. Read
* 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 1980 Master
Stock Compensation Plan (Filed as Exhibit 10-D to 1989
Form 10-K Report)
* 10-E - Copy of Phantom Stock Plan (Filed as exhibit 10-E to
1991 Form 10-K Report)
* 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-F to 1990 Form 10-K Report)
* 10-H - Independent Director Retirement and Benefit Plan as
amended (Filed as Exhibit 10-H to 1993 Form 10-K Report)
17
* 10-I - Excess Benefit Plan (Filed as Exhibit 10-I to 1989
Form 10-K Report)
* 10-J - Copy of Supplementary Executive Retirement Plan (Filed
as Exhibit 10-J to 1991 Form 10-K Report)
* 10-K - 1991 Master Stock Compensation Plan as amended
(Filed as Exhibit 10-K to 1993 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 1993 Form 10-K Report)
11 - Statement re computation of per share earnings
13 - Portions of Registrant's Annual Report to Shareholders
for the year ended July 31, 1994
21 - Subsidiaries ("Wholly Owned Subsidiaries" and "Joint
Ventures" on the inside back cover of Donaldson's 1994
Annual Report is incorporated by reference)
23 - Consent of Independent Auditors
24 - Powers of Attorney
27 - Financial Data Schedule
99 - Annual Report of Employees' Retirement Savings Plan on
Form 11-K for year ended July 31, 1994
* Exhibit has heretofore been filed with the Securities
and Exchange Comission 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.
Note: Exhibits have been furnished only to the Securities and Exchange
Commission. Copies will be furnished to individuals upon request and
payment of $15 representing Registrant's reasonable expense in
furnishing such exhibits.