DONALDSON CO INC - FORM 10-K/A - March 1, 2011

Attached files

file filename
EX-24 - POWERS OF ATTORNEY - DONALDSON CO INCdonaldson111012_ex24.htm
EX-21 - SUBSIDIARIES - DONALDSON CO INCdonaldson111012_ex21.htm
EX-31.A - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - DONALDSON CO INCdonaldson111012_ex31a.htm
EX-31.B - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - DONALDSON CO INCdonaldson111012_ex31b.htm

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

Form 10-K/A
(Amendment No. 1)

x     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended July 31, 2010 or

o     Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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
incorporation or organization)

 

(I.R.S. Employer
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:

Title of each class

 

Name of each exchange
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such short period that the registrant was required to submit and post such files) o Yes o 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

Accelerated filer o

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

As of January 29, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $2,921,508,161 (based on the closing price of $38.24 as reported on the New York Stock Exchange as of that date).

As of August 31, 2010, there were approximately 76,329,445 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for its 2010 annual meeting of stockholders (the “2010 Proxy Statement”) are incorporated by reference in Part III, as specifically set forth in Part III.

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended July 31, 2010, initially filed with the Securities and Exchange Commission (the “SEC”) on September 24, 2010 (the “Original Filing”), is being filed to include the following documents which were inadvertently omitted from the Original Filing: (1) Exhibit 21 – Subsidiaries and (2) Exhibit 24 – Powers of Attorney.  In addition, pursuant to the rules of the SEC, the exhibit list incorporated by reference into Item 15 of Part IV of the Original Filing has been amended to contain currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.  The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-K/A as Exhibits 31-A and 31-B, respectively.  Except for the foregoing amended information, this Form 10-K/A does not amend or update any other information contained in the Original Filing.

 

 

 

 

 

 

 

1

 

 

PART IV

Item 15. Exhibits, Financial Statement Schedules

Documents filed with this report:

 

 

 

 

(1)

Financial Statements

 

 

 

 

 

Consolidated Statements of Earnings — years ended July 31, 2010, 2009 and 2008

 

 

 

 

 

Consolidated Balance Sheets — July 31, 2010 and 2009

 

 

 

 

 

Consolidated Statements of Cash Flows — years ended July 31, 2010, 2009 and 2008

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity — years ended July 31, 2010, 2009 and 2008

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

(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.

 

 

 

 

 

 

2

 

 

SIGNATURES

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.

 

 

 

 

Date:

March 1, 2011

 

By: /s/ William M. Cook

 

 

 

 

 

 

 

William M. Cook
Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

EXHIBIT INDEX
ANNUAL REPORT ON FORM 10-K/A

#3-A

—

Restated Certificate of Incorporation of Registrant as currently in effect

* 3-B

—

Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Registrant, dated as of March 3, 2006 (Filed as Exhibit 3-B to Form 10-Q Report filed for the first quarter ended October 31, 2006)

* 3-C

—

Amended and Restated Bylaws of Registrant (as of January 30, 2009) (Filed as Exhibit 3-C to Form 10-Q Report for the Second Quarter ended January 31, 2009)

* 4

—

**

* 4-A

—

Preferred Stock Amended and Restated Rights Agreement between Registrant and Wells Fargo Bank, N.A., as Rights Agent, dated as of January 27, 2006 (Filed as Exhibit 4.1 to Form 8-K Report filed February 1, 2006)

*10-A

—

Officer Annual Cash Incentive Plan (Filed as Exhibit 10-A to 2006 Form 10-K Report)***

*10-B

—

1980 Master Stock Compensation Plan as Amended (Filed as Exhibit 10-A to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-C

—

Form of Performance Award Agreement under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-B to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-D

—

ESOP Restoration Plan (2003 Restatement) (Filed as Exhibit 10-D to 2009 Form 10-K Report)***

*10-E

—

Deferred Compensation Plan for Non-employee Directors as amended (Filed as Exhibit 10-C to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-F

—

Independent Director Retirement and Benefit Plan as amended (Filed as Exhibit 10-D to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-G

—

Excess Pension Plan (2003 Restatement) (Filed as Exhibit 10-G to 2009 Form 10-K Report)***

*10-H

—

Supplementary Executive Retirement Plan (2003 Restatement) (Filed as Exhibit 10-H to 2009 Form 10-K Report)***

*10-I

—

1991 Master Stock Compensation Plan as amended (Filed as Exhibit 10-E to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-J

—

Form of Restricted Stock Award under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-F to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-K

—

Form of Agreement to Defer Compensation for certain Executive Officers (Filed as Exhibit 10-G to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-L

—

Stock Option Program for Non-employee Directors (Filed as Exhibit 10-H to Form 10-Q Report filed for the first quarter ended October 31, 2008)***

*10-M

—

Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies Dated as of July 15, 1998 (Filed as Exhibit 10-I to Form 10-Q Report filed for the first quarter ended October 31, 2008)

#10-N

—

Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004

*10-O

—

2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)***

#10-P

—

Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan ***

#10-Q

—

Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan ***

#10-R

—

Agreement dated August 29, 2005, by and between Donaldson Company, Inc. and William G. Van Dyke ***

*10-S

—

Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 (Filed as Exhibit 99.1 to Form 8-K Report filed August 4, 2006)***

*10-T

—

Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 99.2 to Form 8-K Report filed August 4, 2006)***

*10-U

—

Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-DD to 2006 Form 10-K Report)***

*10-V

—

Deferred Compensation and 401(k) Excess Plan (2005 Restatement) (Filed as Exhibit 10-EE to 2006 Form 10-K Report)***

*10-W

—

Deferred Stock Option Gain Plan (2005 Restatement) (Filed as Exhibit 10-FF to 2006 Form 10-K Report)***

*10-X

—

Excess Pension Plan (2005 Restatement) (Filed as Exhibit 10-GG to 2006 Form 10-K Report)***

*10-Y

—

Supplemental Executive Retirement Plan (2005 Restatement) (Filed as Exhibit 10-HH to 2006 Form 10-K Report)***

 

 

4

 

 

*10-Z

—

Form of Management Severance Agreement for Executive Officers (Filed as Exhibit 10-A to Form 10-Q Report for the Third Quarter ended April 30, 2008)***

#11

—

Computation of net earnings per share (See “Earnings Per Share” in “Summary of Significant Accounting Policies” in Note A in the Notes to Consolidated Financial Statements on page 31)

21

—

Subsidiaries

#23

—

Consent of PricewaterhouseCoopers LLP

24

—

Powers of Attorney

31-A

—

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31-B

—

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

#32

—

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

*

Exhibit has previously 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 the Company and its subsidiaries are not filed and in lieu thereof the Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.

***

Denotes compensatory plan or management contract.

#

Exhibit was previously filed with the original Annual Report on Form 10-K for the fiscal year ended July 31, 2010.

Note: Exhibits have been furnished only to the Securities and Exchange Commission. Copies will be furnished to individuals upon request.

 

 

 

 

 

5

 

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