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If adopted, such legislation, if it includes concepts that have been part of previous legislative proposals, could, among other things, (i) limit on the number of millsites that a claimant may use, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented, (vi) impose royalties on gold and other mineral production from unpatented mining claims or impose fees on production from patented mining claims, and (vii) impose a fee on the amount of material displaced at a mine. |
The charters for the three committees are available on our website at www.usgoldcorp.gold by following the link to “Investor Relations” and then to “Corporate Governance.” Audit Committee The Audit Committee, among other things, is responsible for: ● appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; ● reviewing the internal audit function, including its independence, plans, and budget; ● approving, in advance, audit and any permissible non-audit services performed by our independent auditor; ● reviewing our internal controls with the independent auditor, the internal auditor, and management; ● reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; ● overseeing our financial compliance system; and ● overseeing our major risk exposures regarding our accounting and financial reporting policies, the activities of our internal audit function, and information technology. |
Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: ● reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues; ● evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole; ● working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee; ● annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; ● reviewing, evaluating, and recommending changes to our Corporate Governance Principles and committee Charters; ● recommending to the Board individuals to be elected to fill vacancies and newly created directorships; ● overseeing our compliance program, including the Code of Ethics; and ● overseeing and evaluating how our corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect our major risk exposures. |
As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including: ● completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient gold mineral reserves to support a commercial mining operation; ● the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities; ● the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required; ● the availability and cost of appropriate smelting and/or refining arrangements, if required; ● compliance with environmental and other governmental approval and permit requirements; ● the availability of funds to finance exploration, development and construction activities, as warranted; ● potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; ● potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies; and ● potential shortages of mineral processing, construction and other facilities related supplies. |
If adopted, such legislation, if it includes concepts that have been part of previous legislative proposals, could, among other things, (i) limit on the number of millsites that a claimant may use, discussed below, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented, (vi) impose royalties on gold and other mineral production from unpatented mining claims or impose fees on production from patented mining claims, and (vii) impose a fee on the amount of material displaced at a mine. |
The charters for the three committees are available on the Company’s website at www.usgoldcorp.gold by following the link to “Investor Relations” and then to “Corporate Governance.” Audit Committee The Audit Committee, among other things, is responsible for: ● appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; ● reviewing the internal audit function, including its independence, plans, and budget; ● approving, in advance, audit and any permissible non-audit services performed by our independent auditor; ● reviewing our internal controls with the independent auditor, the internal auditor, and management; ● reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; ● overseeing our financial compliance system; and ● overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. |
Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: ● reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues; ● evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole; ● working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee; ● annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; ● reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and committee Charters; ● recommending to the Board individuals to be elected to fill vacancies and newly created directorships; ● overseeing the Company’s compliance program, including the Code of Ethics; and ● overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. |
In addition, pursuant to the terms of the Merger Agreement and as consideration for the acquisition of USG, on the Closing Date, outstanding shares of USG’s common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as well as outstanding options and warrants of USG were converted into the following: ● 395,833 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) were issued to certain holders of USG common stock; ● 37,879 shares of the Company’s Common Stock were issued to certain members of USG management; ● 1,083,543 shares of the Company’s Common Stock were issued to holders of USG’s Series A Preferred Stock; ● 466,678 shares of the Company’s Common Stock were issued to holders of USG’s Series B Preferred Stock; ● 45,000.18 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into an aggregate of 4,500,180 shares of the Company’s Common Stock that were to be issued to Copper King, 45,500.18 shares of Series C Preferred Stock were issued to Copper King on the Closing and 4,500.01 shares of Series C Preferred Stock are to be held in escrow pursuant to the terms of the Escrow Agreement as further discussed below; ● 452,359 five-year cashless warrants with an exercise price of $2.64 per share were issued to Laidlaw & Company (UK) Ltd.; ● 462,500 shares of Common Stock were issued to holders of USG common stock issued in connection with the closing of the Keystone acquisition; and ● 231,458 five-year options with an exercise price of $3.60 per share, which vest in 24 equal monthly installments commencing on the date of issuance were issued to holders of options issued in connection with the closing of the Keystone acquisition (collectively, the “Merger Consideration”). |
Equity Exchange transactions On January 15, 2016, Dataram Corporation entered into separate exchange agreements with holders of: (i) the Company’s outstanding shares of Series A Preferred Stock and Series A Warrants to purchase shares of the Company’s Common Stock issued in connection with the Series A Preferred Stock originally issued on November 17, 2014, February 2, 2015 and October 30, 2015, and (ii) the Company’s outstanding institutionally held subordinated secured convertible Bridge Notes and Bridge Warrants held by institutions and employee investors to purchase shares of Common Stock issued in connection with the sale of the Bridge Notes on July 15, 2014 pursuant to Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreements (the “Bridge Purchase Agreements”), and (iii) warrants to purchase Common Stock issued pursuant to the Company’s prospectus supplement dated September 18, 2013 (the “Registered Warrants” and together with the Series A Preferred Stock, the Series A Warrants, Bridge Notes and the Bridge Warrants, the “Exchange Securities”). |
In addition, pursuant to the terms of the Merger Agreement and as consideration for the acquisition of USG, on the Closing Date, outstanding shares of USG’s common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as well as outstanding options and warrants of USG were converted into the following: ● 395,833 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) were issued to certain holders of USG common stock; ● 37,879 shares of the Company’s Common Stock were issued to certain members of USG management; ● 1,083,543 shares of the Company’s Common Stock were issued to holders of USG’s Series A Preferred Stock; ● 466,678 shares of the Company’s Common Stock were issued to holders of USG’s Series B Preferred Stock; ● 45,000.18 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into an aggregate of 4,500,180 shares of the Company’s Common Stock that were to be issued to Copper King, 45,500.18 shares of Series C Preferred Stock were issued to Copper King on the Closing and 4,500.01 shares of Series C Preferred Stock are to be held in escrow pursuant to the terms of the Escrow Agreement as further discussed below; ● 452,359 five-year cashless warrants with an exercise price of $2.64 per share were issued to Laidlaw & Company (UK) Ltd.; ● 462,500 shares of Common Stock were issued to holders of USG common stock issued in connection with the closing of the Keystone acquisition; and ● 231,458 five-year options with an exercise price of $3.60 per share, which vest in 24 equal monthly installments commencing on the date of issuance were issued to holders of options issued in connection with the closing of the Keystone acquisition (collectively, the “Merger Consideration”). |
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Equity Exchange transactions On January 15, 2016, Dataram Corporation entered into separate exchange agreements with holders of: (i)the Company’s outstanding shares of Series A Preferred Stock and Series A Warrants to purchase shares of the Company’s Common Stock issued in connection with the Series A Stock originally issued on November 17, 2014, February 2, 2015 and October 30, 2015, and (ii)the Company’s outstanding institutionally held subordinated secured convertible bridge notes (the “Bridge Notes”) and warrants held by institutions and employee investors to purchase shares of Common Stock issued in connection with the sale of the Bridge Notes on July 15, 2014 (the “Bridge Note Warrants”) pursuant to Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreements (the “Bridge Purchase Agreements”), and (iii)warrants to purchase Common Stock issued pursuant to the Company’s prospectus supplement dated September 18, 2013 (the “Registered Warrants” and together with the Series A Preferred Stock, the Series A Warrants, Bridge Notes and the Bridge Note Warrants, the “Exchange Securities”). |
Equity Exchange transactions On January 15, 2016, Dataram Corporation entered into separate exchange agreements with holders of: (i)the Company’s outstanding shares of Series A Preferred Stock and Series A Warrants to purchase shares of the Company’s Common Stock issued in connection with the Series A Preferred Stock originally issued on November 17, 2014, February 2, 2015 and October 30, 2015, and (ii)the Company’s outstanding institutionally held subordinated secured convertible Bridge Notes and Bridge Warrants held by institutions and employee investors to purchase shares of Common Stock issued in connection with the sale of the Bridge Notes on July 15, 2014 pursuant to Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreements (the “Bridge Purchase Agreements”), and (iii)warrants to purchase Common Stock issued pursuant to the Company’s prospectus supplement dated September 18, 2013 (the “Registered Warrants” and together with the Series A Preferred Stock, the Series A Warrants, Bridge Notes and the Bridge Warrants, the “Exchange Securities”). |
The Merger Consideration shall be allocated as follows and is presented below in terms of Common Stock: ·Twenty Million (20,000,000) shares of Common Stock shall be issued to the holders of U.S. Gold’s Series A Preferred Stock; ·One Million Eight Hundred Sixty Six Thousand Seven Hundred and Seventeen (1,866,717) shares of Common Stock shall be issued to the holders of U.S. Gold’s Series B Preferred Stock; ·Up to Fifteen Million One Hundred and Fifty One Thousand Five Hundred and Fifteen (15,151,515) shares of Common Stock shall be issued to holders of U.S. Gold’s common stock issued in connection with the U.S. Gold Financing; ·One Million Eight Hundred and Fifty Thousand (1,850,000) shares of Common Stock shall be issued to the holders of U.S. Gold’s common stock issued in connection with the closing of the acquisition of the Keystone Project; and ·One Million Six Hundred and Fifty Thousand (1,650,000) shares of Common Stock shall be issued to certain incoming officers and consultants pursuant to a shareholder approved equity incentive plan of the Company. |
On July 29, 2016, the Company, Acquisition Sub, U.S. Gold and Copper King, amended and restated the Merger Agreement (the “Amended and Restated Merger Agreement”) in order to: ·Reflect the reverse split of the Company’s issued and outstanding common stock on a 1 for 3 basis, which was effective on July 11, 2016; and ·Adjust certain aspects of the Merger Consideration and Management Consideration as follows, presented on a post reverse split and “as converted” basis: ·Twenty Two Million Three Hundred and Thirty Three Thousand Three Hundred and Thirty Four (22,333,334) shares of common stock shall be issued to the holders of U.S. Gold’s Series A Preferred Stock; ·One Million Eight Hundred Sixty Six Thousand Seven Hundred and Seventeen (1,866,717) shares of common stock shall be issued to the holders of U.S. Gold’s Series B Preferred Stock the receipt of which shall be conditioned on the receipt of a one year lockup agreement; ·Up to Sixteen Million Six Hundred and Sixty Six Thousand Six Hundred and Sixty Seven (16,666,667) shares of common stock shall be issued to holders of U.S. Gold’s Series C Preferred Stock issued in connection with the U.S. Gold Financing; ·Warrants to purchase such number of shares of common stock as shall equal the quotient of (i) 10% of the total dollar amount raised in the U.S. Gold Financing divided by (ii) three (3) shall be issued to the placement agent in the U.S. Gold Financing; ·One Million Eight Hundred and Fifty Thousand (1,850,000) shares of common stock shall be issued to the holders of U.S. Gold’s common stock issued in connection with the closing of the Keystone Acquisition (as defined in the Amended and Restated Merger Agreement) the receipt of which shall be conditioned on the receipt of a two year lockup agreement; and ·One Million five Hundred and Eighty Three Thousand Three Hundred and Thirty Three (1,583,333) shares of common stock shall be issued to certain incoming officers and consultants pursuant to a shareholder approved equity incentive plan of the Company Restricted Common Share Bonus Awards to Employees, Executive Officers and Directors Between May 1, 2016 and July 29, 2016 the Company awarded approximately 188,280 restricted shares of the Company’s Common Stock to employees, Executive Officers and Directors. |
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
The charters for the three committees are available on the Company’s website at http//www.dataram.com/ by following the link to “Investor Relations” and then to “Corporate Governance.” Audit Committee The Audit Committee, among other things, is responsible for: •appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; •reviewing the internal audit function, including its independence, plans, and budget; •approving, in advance, audit and any permissible non-audit services performed by our independent auditor; •reviewing our internal controls with the independent auditor, the internal auditor, and management; •reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; •overseeing our financial compliance system; and •overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. |
Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: •reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues; •evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole; •working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee; •annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; •reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters; •recommending to the Board individuals to be elected to fill vacancies and newly created directorships; •overseeing the Company’s compliance program, including the Code of Conduct; and •overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. |
During the fiscal year ended April 30, 2015 and the subsequent interim periods through November 2, 2015, the date of dismissal, there were (i) no disagreements between Anton & Chia LLP and us upon any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, any of which, if not resolved to Anton & Chia LLP’s satisfaction, would have caused Anton & Chia LLP to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. During the fiscal year ended April 30, 2015 and the subsequent interim periods through November 2, 2015, neither we nor anyone on our behalf consulted with Marcum, LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Marcum, LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K. |
Date: July 20, 2001 By: ROBERT V. TARANTINO ________________________________ Robert V. Tarantino, President Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) Date: July 20, 2001 By: RICHARD HOLZMAN ________________________________ Richard Holzman, Director Date: July 20, 2001 By: THOMAS A. MAJEWSKI ________________________________ Thomas A. Majewski, Director Date: July 20, 2001 By: BERNARD L. RILEY ________________________________ Bernard L. Riley, Director Date: July 20, 2001 By: ROGER C. CADY ________________________________ Roger C. Cady, Director Date: July 20, 2001 By: MARK E. MADDOCKS ________________________________ Mark E. Maddocks Vice President, Finance (Principal Financial & Accounting Officer) - 17 - EXHIBIT INDEX 3(a) Certificate of Incorporation* 3(b) By-Laws* 4(a) Credit Agreement with First Union National Bank 4(b) First Amendment to Credit Agreement with First Union National Bank 10(a) 1992 Incentive and Non-Statutory Stock Option Plan* 10(b) Lease 10(d) Savings and Investment Retirement Plan* 10(e) Employment Agreement of Robert V. Tarantino* 10(h) Asset Purchase Agreement with Memory Card Technology A/S** 13(a) 2001 Annual Report to Shareholders 24(a) KPMG LLP Independent Accountant's Consent for S-8 Registration No. |
Date: July 26, 1997 By: ROBERT V. TARANTINO ________________________________ Robert V. Tarantino, President Chief Executive Officer and Director (Principal Executive Officer) Date: July 26, 1997 By: RICHARD HOLZMAN ________________________________ Richard Holzman, Director Date: July 26, 1997 By: THOMAS A. MAJEWSKI ________________________________ Thomas A. Majewski, Director Date: July 26, 1997 By: BERNARD L. RILEY ________________________________ Bernard L. Riley, Director Date: July 26, 1997 By: ROGER C. CADY ________________________________ Roger C. Cady, Director Date: July 26, 1997 By: MARK E. MADDOCKS ________________________________ Mark E. Maddocks Vice President, Finance (Principal Financial and Accounting Officer) EXHIBIT INDEX Page Page Page Page of this of 1996 of 1995 of 1994 Report 10-K 10-K 10-K _______ _______ _______ _______ 3(a) Certificate of Incorporation 27 3(b) By-Laws 70 4(a) Loan Agreement with New Jersey 23 National Bank 4(b) 1995 Letter Amendments to Loan 93 Agreement 4(c) 1996 Letter Amendments to Loan Agreement 18 10(a) 1992 Incentive and Non-Statutory 127 Stock Option Plan 10(b) Lease 133 10(c) Savings and Investment Retirement Plan 146 10(d) Employment Agreement of 227 Robert V. Tarantino 11(a) Computation of Earnings per Share 17 13(a) 1996 Annual Report to Shareholders 27 24(a) Independent Auditors' Consent for 18 S-8 Registration No. |
These factors include, but are not limited to, pandemics and unexpected events, including the Coronavirus (COVID-19) pandemic; economic and industrial conditions worldwide; the Company’s ability to maintain competitive advantages; threats from disruptive innovation; highly competitive markets with pricing pressure; the Company’s ability to protect and enforce its intellectual property; the difficulties in operating globally; customer concentration in certain cyclical industries; significant demand fluctuations; unavailable raw materials or material cost inflation; inability of operations to meet customer demand; difficulties with information technology systems and security; foreign currency fluctuations; governmental laws and regulations; litigation; changes in tax laws and tax rates, regulations and results of examinations; the Company’s ability to attract and retain qualified personnel; changes in capital and credit markets; execution of the Company’s acquisition, divestiture and other strategic transactions strategy; the possibility of intangible asset impairment; the Company’s ability to manage productivity improvements; unexpected events and business disruptions; the Company’s ability to maintain an effective system of internal control over financial reporting; the United Kingdom’s decision to end its membership in the European Union (BREXIT) and other factors included in Part I, Item 1A, “Risk Factors” of this Annual Report. |
These factors include, but are not limited to, economic and industrial conditions worldwide; the Company’s ability to maintain competitive advantages; threats from disruptive innovation; highly competitive markets with pricing pressure; the Company’s ability to protect and enforce its intellectual property; the difficulties in operating globally; customer concentration in certain cyclical industries; significant demand fluctuations; unavailable raw materials or material cost inflation; inability of operations to meet customer demand; difficulties with information technology systems and security; foreign currency fluctuations; governmental laws and regulations; litigation; changes in tax laws and tax rates, regulations and results of examinations; the Company’s ability to attract and retain qualified personnel; changes in capital and credit markets; execution of the Company’s acquisition strategy; the possibility of intangible asset impairment; the Company’s ability to manage productivity improvements; unexpected events and the disruption on operations; the Company’s ability to maintain an effective system of internal control over financial reporting; the United Kingdom’s decision to end its membership in the European Union and other factors included in Part I, Item 1A, “Risk Factors” of this Annual Report. |
These factors include, but are not limited to, economic and industrial conditions worldwide; the Company's ability to maintain competitive advantages; threats from disruptive innovation; pricing pressures; the Company's ability to protect and enforce its intellectual property; the difficulties in operating globally; customer concentration in certain cyclical industries; unavailable raw materials or material cost inflation; inability of operations to meet customer demand; difficulties with information technology systems and security; foreign currency fluctuations; governmental laws and regulations; litigation; changes in tax laws, regulations and results of examinations; the Company's ability to attract and retain qualified personnel; changes in capital and credit markets; execution of the Company's acquisition strategy; the possibility of intangible asset impairment; the Company's ability to manage productivity improvements; unexpected events and the disruption on operations; the Company's ability to maintain an effective system of internal control over financial reporting and other factors included in Part I, Item 1A, "Risk Factors" of this Annual Report. |
These factors include, but are not limited to, world economic and industrial market conditions; the Company's ability to maintain certain competitive advantages over competitors; pricing pressures; the Company's ability to protect and enforce its intellectual property rights; the Company's dependence on global operations; customer concentration in certain cyclical industries; commodity availability and pricing; the Company's ability to develop new information technology systems and maintain and upgrade existing systems; information security and data breaches; foreign currency fluctuations; governmental laws and regulations; changes in tax laws, regulations and results of examinations; the Company's ability to attract and retain key personnel; changes in capital and credit markets; execution of the Company's acquisition strategy; the possibility of asset impairment; execution of restructuring plans; the Company's ability to maintain an effective system of internal control over financial reporting and other factors included in Part I, Item 1A, "Risk Factors" of this Annual Report. |
These factors include, but are not limited to, world economic and industrial market conditions; the Company's ability to maintain certain competitive advantages over competitors; pricing pressures; the Company's ability to protect and enforce its intellectual property rights; the Company's dependence on global operations; customer concentration in certain cyclical industries; commodity availability and pricing; the continued implementation of the Company's global ERP information technology system and other new information technology systems; information security and data breaches; foreign currency fluctuations; governmental laws and regulations; changes in tax laws, regulations and results of examinations; the Company's ability to attract and retain key personnel; changes in capital and credit markets; execution of the Company's acquisition strategy; the possibility of goodwill or intangible asset impairment; execution of restructuring plans; the Company's ability to maintain an effective system of internal control over financial reporting and other factors included in Item 1A Risk Factors of this Annual Report. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E)* Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Haan, Germany (I) Grinnell, Iowa (E) Ostiglia, Italy (E) Waterloo, Iowa (E) Cape Town, South Africa Nicholasville, Kentucky Johannesburg, South Africa* Bloomington, Minnesota Abu Dhabi, United Arab Emirates Chesterfield, Missouri (E)* Hull, United Kingdom Chillicothe, Missouri (E) Leicester, United Kingdom (I) Harrisonville, Missouri (I) Philadelphia, Pennsylvania (I) Australia Greeneville, Tennessee Wyong, Australia Baldwin, Wisconsin Stevens Point, Wisconsin Asia Sao Paulo, Brazil (E)* Wuxi, China Brockville, Canada (E)* New Delhi, India Aguascalientes, Mexico Gunma, Japan Monterrey, Mexico (I) Rayong, Thailand (I) Joint Venture Facilities Third-Party Logistics Providers Champaign, Illinois (E) Santiago, Chile Jakarta, Indonesia Wuxi, China Dammam, Saudi Arabia (I) Mumbai, India Chennai, India Distribution Centers Plainfield, Indiana (I) Wyong, Australia Gunma, Japan Brugge, Belgium Lima, Peru Sao Paulo, Brazil* Singapore Rensselaer, Indiana Greeneville, Tennessee (I) Jakarta, Indonesia Aguascalientes, Mexico Lozorno, Slovakia Johannesburg, South Africa Seoul, South Korea* The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K *3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the Second Quarter ended January 31, 2012) *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 2011 Form 10-K Report) *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-A to 2011 Form 10-K Report) *10-A - Officer Annual Cash Incentive Plan (Filed as Exhibit 10-A to 2011 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 - 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 Death 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 - Supplemental Executive Retirement Plan (2008 Restatement) (Filed as Exhibit 10-G to 2011 Form 10-K Report)*** *10-H - 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-I - 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-J - 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-K - 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-L - 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-M - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-N to 2010 Form 10-K Report) *10-N - 2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)*** *10-O - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-P to 2010 Form 10-K Report)*** *10-P - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-Q to 2010 Form 10-K Report)*** *10-Q - Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 (Filed as Exhibit 10-Q to 2011 Form 10-K Report)*** *10-R - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 10-R to 2011 Form 10-K Report)*** *10-S - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-S to 2011 Form 10-K Report)*** *10-T - Deferred Compensation and 401(k) Excess Plan (2008 Restatement) (Filed as Exhibit 10-T to 2011 Form 10-K Report)*** *10-U - Deferred Stock Option Gain Plan (2008 Restatement) (Filed as Exhibit 10-U to 2011 Form 10-K Report) *** *10-V - Excess Pension Plan (2008 Restatement) (Filed as Exhibit 10-V to 2011 Form 10-K Report) *** *10-W - 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)*** *10-X - 2010 Master Stock Incentive Plan (Filed as Exhibit 4.5 to Registration Statement on Form S-8 (File No. |
333-170729) filed on November 19, 2010)*** *10-Y - Form of Officer Stock Option Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.1 to Form 8-K Report filed on December 16, 2010) *** *10-Z - Form of Restricted Stock Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.2 to Form 8-K Report filed on December 16, 2010) *** *10-AA - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-AA to 2011 Form 10-K Report)*** *10-BB - Form of Indemnification Agreement for Directors (Filed as Exhibit 10.1 to Form 8-K Report filed on April 2, 2012)*** *10-CC - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10-CC to 2012 Form 10-K Report)*** *10-DD - Form of Management Severance Agreement for Executive Officers (Filed as Exhibit 10.1 to Form 8-K Report filed October 4, 2012)*** *10-EE - Compensation Plan for Non-Employee Directors (Filed as Exhibit 10-B to Form 10-Q Report filed December 6, 2012)*** *10-FF - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-FF to 2013 Form 10-K Report)*** *10-GG - Credit Agreement among Donaldson Company, Inc. and certain listed lending parties dated as of December 7, 2012 (Filed as Exhibit 10.1 to Form 8-K Report filed December 13, 2012)* *10-HH - Note Purchase Agreement, dated as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein (Filed as Exhibit 10.1 to Form 8-K filed April 2, 2014) *10-II - Form of Employment Agreement for Director Level Employees in Belgium (unofficial English translation) (Filed as Exhibit 10-II to 2014 Form 10-K Report)*** *10-JJ - First Amendment, dated as of March 9, 2015, to Note Purchase Agreement dated as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein (Filed as Exhibit 10.1 to Form 8-K on March 12, 2015) *10-KK - First Supplement, dated as of April 15, 2015, to Note Purchase Agreement, dates as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein (as amended)(Filed as Exhibit 10.1 to Form 8-K report on April 21, 2015) *10-1 - First Amendment, dated as of October 28, 2014, to Credit Agreement, dated as of December 7, 2012, among Donaldson Company Inc., each of the lenders from time to time parties to the Credit Agreement (the “Lenders”) and Wells Fargo National Association, as administrative agent for the Lenders and issuer of letter of credit (Filed as Exhibit 10.1 on Form 8-K filed October 29, 2014) - 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 36) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E)* Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Haan, Germany (I) Grinnell, Iowa (E) Ostiglia, Italy (E) Nicholasville, Kentucky Cape Town, South Africa Bloomington, Minnesota Johannesburg, South Africa* Chesterfield, Missouri (E)* Hull, United Kingdom Chillicothe, Missouri (E) Leicester, United Kingdom (I) Philadelphia, Pennsylvania (I) Greeneville, Tennessee Australia Baldwin, Wisconsin Wyong, Australia Stevens Point, Wisconsin Sao Paulo, Brazil (E)* Asia Brockville, Canada (E)* Wuxi, China Aguascalientes, Mexico New Delhi, India Monterrey, Mexico (I) Gunma, Japan Rayong, Thailand (I) Joint Venture Facilities Champaign, Illinois (E) Third-Party Logistics Providers Jakarta, Indonesia Santiago, Chile Dammam, Saudi Arabia (I) Wuxi, China Mumbai, India Distribution Centers Chennai, India Wyong, Australia Plainfield, Indiana (I) Brugge, Belgium Gunma, Japan Sao Paulo, Brazil* Lima, Peru Rensselaer, Indiana Singapore Jakarta, Indonesia Greeneville, Tennessee (I) Aguascalientes, Mexico Johannesburg, South Africa Seoul, South Korea* The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the Second Quarter ended January 31, 2012) *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 2011 Form 10-K Report) * 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-A to 2011 Form 10-K Report) *10-A - Officer Annual Cash Incentive Plan (Filed as Exhibit 10-A to 2011 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 - 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 Death 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 - Supplemental Executive Retirement Plan (2008 Restatement) (Filed as Exhibit 10-G to 2011 Form 10-K Report)*** *10-H - 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-I - 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-J - 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-K - 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-L - 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-M - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-N to 2010 Form 10-K Report) *10-N - 2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)*** *10-O - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-P to 2010 Form 10-K Report)*** *10-P - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-Q to 2010 Form 10-K Report)*** *10-Q - Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 (Filed as Exhibit 10-Q to 2011 Form 10-K Report)*** *10-R - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 10-R to 2011 Form 10-K Report)*** *10-S - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-S to 2011 Form 10-K Report)*** *10-T - Deferred Compensation and 401(k) Excess Plan (2008 Restatement) (Filed as Exhibit 10-T to 2011 form 10-K Report)*** *10-U - Deferred Stock Option Gain Plan (2008 Restatement) (Filed as Exhibit 10-U to 2011 Form 10-K Report) *** - *10-V - Excess Pension Plan (2008 Restatement) (Filed as Exhibit 10-V to 2011 Form 10-K Report) *** *10-W - 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)*** *10-X - 2010 Master Stock Incentive Plan (Filed as Exhibit 4.5 to Registration Statement on Form S-* (File No. |
333-170729) filed on November 19, 2010)*** *10-Y - Form of Officer Stock Option Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.1 to Form 8-K Report filed on December 16, 2010) *** *10-Z - Form of Restricted Stock Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.2 to Form 8-K Report filed on December 16, 2010) *** *10-AA - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-AA to 2011 Form 10-K Report)*** *10-BB - Form of Indemnification Agreement for Directors (Filed as Exhibit 10.1 to Form 8-K Report filed on April 2, 2012)*** *10-CC - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10-CC to 2012 Form 10-K Report)*** *10-DD - Form of Management Severance Agreement for Executive Officers (Filed as Exhibit 10.1 to Form 8-K Report filed October 4, 2012)*** *10-EE - Compensation Plan for Non-Employee Directors (Filed as Exhibit 10-B to Form 10-Q Report filed December 6, 2012)*** 10-FF - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-FF to 2013 Form 10-K Report)*** *10-GG - Credit Agreement among Donaldson Company, Inc. and certain listed lending parties dated as of December 7, 2012 (Filed as Exhibit 10.1 to Form 8-K Report filed December 13, 2012)* *10-HH - Note Purchase Agreement, dated as of March 27, 2014, by and among Donaldson Company, Inc. and the purchasers named therein (Filed as Exhibit 10.1 to Form 8-K filed April 2, 2014) 10-II - Form of Employment Agreement for Director Level Employees in Belgium (unofficial English translation)*** - 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 34) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
We want to further highlight the risks and uncertainties associated with: world economic factors and conditions, the ongoing global economic uncertainty, the reduced demand for hard disk drive products with the increased use of flash memory, the potential for some Customers to increase their reliance on their own filtration capabilities, currency fluctuations, commodity prices, political factors, our international operations, highly competitive markets, inability to hire and retain key employees, governmental laws and regulations, including the impact of the various economic stimulus and financial reform measures, the implementation of our new information technology systems, failure or breach of information technology and trade secret security, potential global events resulting in market instability, including financial bailouts and defaults of sovereign nations, military and terrorist activities including political unrest in the Middle East, other political changes, health outbreaks, natural disasters, and other factors discussed below. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E)* Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Haan, Germany (I) Grinnell, Iowa (E) Ostiglia, Italy (E) Nicholasville, Kentucky Cape Town, South Africa Bloomington, Minnesota Johannesburg, South Africa* Chesterfield, Missouri (E)* Hull, United Kingdom Chillicothe, Missouri (E) Leicester, United Kingdom (I) Philadelphia, Pennsylvania (I) Greeneville, Tennessee Australia Baldwin, Wisconsin Wyong, Australia Stevens Point, Wisconsin Sao Paulo, Brazil (E)* Asia Brockville, Canada (E)* Wuxi, China Aguascalientes, Mexico New Delhi, India Monterrey, Mexico (I) Gunma, Japan Rayong, Thailand (I) Joint Venture Facilities Third-Party Logistics Providers Champaign, Illinois (E) Santiago, Chile Jakarta, Indonesia Wuxi, China Dammam, Saudi Arabia (I) Mumbai, India Chennai, India Distribution Centers Plainfield, Indiana (I) Wyong, Australia Gunma, Japan Brugge, Belgium Singapore Sao Paulo, Brazil* Greeneville, Tennessee (I) Rensselaer, Indiana Jakarta, Indonesia Aguascalientes, Mexico The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the Second Quarter ended January 31, 2012) *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 2011 Form 10-K Report) * 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-A to 2011 Form 10-K Report) *10-A - Officer Annual Cash Incentive Plan (Filed as Exhibit 10-A to 2011 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 - Supplemental Executive Retirement Plan (2008 Restatement) (Filed as Exhibit 10-G to 2011 Form 10-K Report)*** *10-H - 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-I - 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-J - 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-K - 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-L - 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-M - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-N to 2010 Form 10-K Report) *10-N - 2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)*** *10-O - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-P to 2010 Form 10-K Report)*** *10-P - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-Q to 2010 Form 10-K Report)*** *10-Q - Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 (Filed as Exhibit 10-Q to 2011 Form 10-K Report)*** *10-R - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 10-R to 2011 Form 10-K Report)*** *10-S - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-S to 2011 Form 10-K Report)*** *10-T - Deferred Compensation and 401(k) Excess Plan (2008 Restatement) (Filed as Exhibit 10-T to 2011 form 10-K Report)*** *10-U - Deferred Stock Option Gain Plan (2008 Restatement) (Filed as Exhibit 10-U to 2011 Form 10-K Report) *** *10-V - Excess Pension Plan (2008 Restatement) (Filed as Exhibit 10-V to 2011 Form 10-K Report) *** *10-W - 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)*** *10-X - 2010 Master Stock Incentive Plan (Filed as Exhibit 4.5 to Registration Statement on Form S-* (File No. |
333-170729) filed on November 19, 2010)*** *10-Y - Form of Officer Stock Option Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.1 to Form 8-K Report filed on December 16, 2010) *** *10-Z - Form of Restricted Stock Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.2 to Form 8-K Report filed on December 16, 2010) *** *10-AA - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-AA to 2011 Form 10-K Report)*** *10-BB - Form of Indemnification Agreement for Directors (Filed as Exhibit 10.1 to Form 8-K Report filed on April 2, 2012)*** *10-CC - Form of Employee Director Non-Qualified Stock Option Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10-CC to 2012 Form 10-K Report)*** *10-DD - Form of Management Severance Agreement for Executive Officers (Filed as Exhibit 10.1 to Form 8-K Report filed March 7, 2013)*** *10-EE - Compensation Plan for Non-Employee Directors (Filed as Exhibit 10-B to Form 10-Q Report filed March 7, 2013)*** 10-FF - Non-Employee Director Automatic Stock Option Grant Program*** *10-GG - Credit Agreement among Donaldson Company, Inc. and certain listed lending parties dated as of December 7, 2012 (Filed as Exhibit 10.1 to Form 8-K Report filed December 13, 2012)* - 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 34) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
In light of the global economic uncertainty, we want to further highlight the risks and uncertainties associated with: world economic factors that are impacting many regions of the world, the financial condition of our suppliers and Customers, the potential for some Customers to increase their reliance on their own filtration capabilities, currency fluctuations, commodity prices, political factors, the Company’s international operations, the reduced demand for hard disk drive products with the increased use of flash memory, highly competitive markets, governmental laws and regulations, including the impact of the various economic stimulus and financial reform measures being contemplated by governments around the world, the implementation of our new information systems, potential global events resulting in instability and unpredictability in the world’s markets, including financial bailouts and defaults of sovereign nations, political changes, military and terrorist activities, health outbreaks, natural disasters, and other factors discussed below. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E)* Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Flensburg, Germany (I) Grinnell, Iowa (E) Haan, Germany (I) Nicholasville, Kentucky Ostiglia, Italy (E) Bloomington, Minnesota Cape Town, South Africa Chesterfield, Missouri (E)* Johannesburg, South Africa* Chillicothe, Missouri (E) Hull, United Kingdom Philadelphia, Pennsylvania (I) Leicester, United Kingdom (I) Greeneville, Tennessee Baldwin, Wisconsin Australia Stevens Point, Wisconsin Wyong, Australia Sao Paulo, Brazil (E)* Brockville, Canada (E)* Asia Aguascalientes, Mexico Hong Kong, China* Monterrey, Mexico (I) Wuxi, China New Delhi, India Joint Venture Facilities Gunma, Japan Champaign, Illinois (E) Rayong, Thailand (I) Jakarta, Indonesia Dammam, Saudi Arabia (I) Third-Party Logistics Providers Santiago, Chile Distribution Centers Wuxi, China Wyong, Australia Mumbai, India Brugge, Belgium Plainfield, Indiana (I) Rensselaer, Indiana Gunma, Japan Ostiglia, Italy Singapore Aguascalientes, Mexico Greeneville, Tennessee (I) Johannesburg, South Africa The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the Second Quarter ended January 31, 2012) *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 2011 Form 10-K Report) * 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-A to 2011 Form 10-K Report) *10-A - Officer Annual Cash Incentive Plan (Filed as Exhibit 10-A to 2011 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 - Supplemental Executive Retirement Plan (2008 Restatement) (Filed as Exhibit 10-G to 2011 Form 10-K Report)*** *10-H - 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-I - 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-J - 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-K - 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-L - 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-M - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-N to 2010 Form 10-K Report) *10-N - 2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)*** *10-O - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-P to 2010 Form 10-K Report)*** *10-P - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-Q to 2010 Form 10-K Report)*** *10-Q - Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 (Filed as Exhibit 10-Q to 2011 Form 10-K Report)*** *10-R - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 10-R to 2011 Form 10-K Report)*** *10-S - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-S to 2011 Form 10-K Report)*** *10-T - Deferred Compensation and 401(k) Excess Plan (2008 Restatement) (Filed as Exhibit 10-T to 2011 form 10-K Report)*** *10-U - Deferred Stock Option Gain Plan (2008 Restatement) (Filed as Exhibit 10-U to 2011 Form 10-K Report) *** *10-V - Excess Pension Plan (2008 Restatement) (Filed as Exhibit 10-V to 2011 Form 10-K Report) *** *10-W - 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)*** *10-X - 2010 Master Stock Incentive Plan (Filed as Exhibit 4.5 to Registration Statement on Form S-* (File No. |
333-170729) filed on November 19, 2010)*** *10-Y - Form of Officer Stock Option Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.1 to Form 8-K Report filed on December 16, 2010) *** *10-Z - Form of Restricted Stock Award Agreement under the 2010 Master Stock Incentive Plan (Filed as Exhibit 10.2 to Form 8-K Report filed on December 16, 2010) *** *10-AA - Non-Employee Director Automatic Stock Option Grant Program (Filed as Exhibit 10-AA to 2011 Form 10-K Report)*** *10-BB - Form of Indemnification Agreement for Directors (Filed as Exhibit 10.1 to Form 8-K Report filed on April 2, 2012)*** 10-CC - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2010 Master Stock Incentive Plan*** - 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 33) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
In light of the global economic slowdown in recent years and the continued uncertainty, we want to further highlight the risks and uncertainties associated with: world economic factors and the ongoing economic uncertainty that is impacting many regions of the world, the financial condition of our suppliers and Customers, the potential for some Customers to increase their reliance on their own filtration capabilities, currency fluctuations, commodity prices, political factors, the Company’s international operations, the possible reduced demand for hard disk drive products with the increased use of flash memory, highly competitive markets, governmental laws and regulations, including the impact of the various economic stimulus and financial reform measures being implemented by governments around the world, the implementation of our new information systems, potential global events resulting in instability and unpredictability in the world’s markets, including financial bailouts of sovereign nations, political changes, military and terrorist activities, health outbreaks, and other factors discussed below. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E)* Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Flensburg, Germany (I) Grinnell, Iowa (E) Haan, Germany (I) Nicholasville, Kentucky Ostiglia, Italy Bloomington, Minnesota Cape Town, South Africa Chillicothe, Missouri (E) Johannesburg, South Africa* Chesterfield, Missouri (E)* Hull, United Kingdom Philadelphia, Pennsylvania (I) Leicester, United Kingdom (I) Greeneville, Tennessee Baldwin, Wisconsin Australia Stevens Point, Wisconsin Wyong, Australia Sao Paulo, Brazil (E)* Brockville, Canada (I)* Asia Aguascalientes, Mexico Hong Kong, China* Monterrey, Mexico (I) Wuxi, China New Delhi, India Joint Venture Facilities Gunma, Japan Champaign, Illinois (E) Rayong, Thailand (I) Jakarta, Indonesia Dammam, Saudi Arabia (I) Third-Party Logistics Providers Santiago, Chile Distribution Centers Wuxi, China Wyong, Australia Mumbai, India Brugge, Belgium Plainfield, Indiana (I) Rensselaer, Indiana Gunma, Japan Ostiglia, Italy Singapore Aguascalientes, Mexico Greeneville, Tennessee (I) Johannesburg, South Africa The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to 2010 Form 10-K Report) 3-B - Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Registrant, dated as of March 3, 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 10-A - Officer Annual Cash Incentive Plan*** *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 - Supplemental Executive Retirement Plan (2008 Restatement) *** *10-H - 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-I - 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-J - 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-K - 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-L - 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-M - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-N to 2010 Form 10-K Report) *10-N - 2001 Master Stock Incentive Plan (Filed as Exhibit 10-O to 2009 Form 10-K Report)*** *10-O - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-P to 2010 Form 10-K Report)*** *10-P - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-Q to 2010 Form 10-K Report)*** 10-Q - Restated Compensation Plan for Non-Employee Directors dated July 28, 2006 *** 10-R - Restated Long-Term Compensation Plan dated May 23, 2006 *** 10-S - Qualified Performance-Based Compensation Plan *** 10-T - Deferred Compensation and 401(k) Excess Plan (2008 Restatement)*** 10-U - Deferred Stock Option Gain Plan (2008 Restatement)*** 10-V - Excess Pension Plan (2008 Restatement)*** *10-W - 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)*** *10-X - 2010 Master Stock Incentive Plan (Filed as Exhibit 4.5 to Registration Statement on Form S-* (File No. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E) Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Flensburg, Germany (I) Grinnell, Iowa (E) Haan, Germany (I) Nicholasville, Kentucky Ostiglia, Italy Bloomington, Minnesota Cape Town, South Africa Chillicothe, Missouri (E) Johannesburg, South Africa* St. Charles, Missouri (E)* Barcelona, Spain (I) Philadelphia, Pennsylvania (I) Hull, United Kingdom Greeneville, Tennessee Leicester, United Kingdom (I) Baldwin, Wisconsin Stevens Point, Wisconsin Australia Sao Paulo, Brazil (E)* Wyong, Australia Athens, Canada (I) Aguascalientes, Mexico Asia Monterrey, Mexico (I) Hong Kong, China* Wuxi, China Joint Venture Facilities New Delhi, India Champaign, Illinois (E) Gunma, Japan Jakarta, Indonesia Rayong, Thailand (I) Dammam, Saudi Arabia (I) Third-Party Logistics Providers Distribution Centers Wuxi, China Wyong, Australia Mumbai, India Brugge, Belgium Plainfield, Indiana (I) Rensselaer, Indiana Gunma, Japan Ostiglia, Italy Singapore Aguascalientes, Mexico Greeneville, Tennessee (I) Johannesburg, South Africa The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K 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)*** *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)*** - 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) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
Americas Europe / Middle East / Africa Auburn, Alabama (E) Kadan, Czech Republic (I) Riverbank, California (I)* Klasterec, Czech Republic Valencia, California (E)* Domjean, France (E) Dixon, Illinois Paris, France (E) Frankfort, Indiana Dulmen, Germany (E) Cresco, Iowa Flensburg, Germany (I) Grinnell, Iowa (E) Haan, Germany (I) Nicholasville, Kentucky Ostiglia, Italy Bloomington, Minnesota Barcelona, Spain (I) Chillicothe, Missouri (E) Hull, United Kingdom St. Charles, Missouri* (E) Leicester, United Kingdom (I) Philadelphia, Pennsylvania (I) Cape Town, South Africa Greeneville, Tennessee Johannesburg, South Africa* Baldwin, Wisconsin Stevens Point, Wisconsin Australia Sao Paulo, Brazil (E)* Wyong, Australia Athens, Canada (I) Aguascalientes, Mexico Asia Monterrey, Mexico Hong Kong, China* Wuxi, China Joint Venture Facilities New Delhi, India Most, Czech Republic (E) Gunma, Japan Champaign, Illinois (E) Rayong, Thailand (I) Jakarta, Indonesia Dammam, Saudi Arabia (I) Third-Party Logistics Providers Alsip, Illinois Distribution Centers Plainfield, Indiana (I) Brugge, Belgium New Hampton, Iowa Rensselaer, Indiana Waterloo, Iowa (E) Aguascalientes, Mexico Greeneville, Tennessee (I) Johannesburg, South Africa Singapore The Company’s properties are utilized for both the Engine and Industrial Products segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the First Quarter ended October 31, 2004) * 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 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) *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) 10-H - Supplementary Executive Retirement Plan (2003 Restatement) *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 (Filed as Exhibit 10-A to Form 10-Q Report for the Second Quarter ended January 31, 2005) 10-O - 2001 Master Stock Incentive Plan *10-P - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-A to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-Q - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-B to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-R - Agreement dated August 29, 2005, by and between Donaldson Company, Inc. and William G. Van Dyke (Filed as Exhibit 99.1 to Form 8-K Report filed August 29, 2005)*** *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)*** *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)*** - 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 33) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
U.S. Facilities Auburn, Alabama (E) Riverbank, California (I)* Dixon, Illinois Frankfort, Indiana Cresco, Iowa Grinnell, Iowa (E) Nicholasville, Kentucky Bloomington, Minnesota Chillicothe, Missouri (E) St. Charles, Missouri* (E) Philadelphia, Pennsylvania (I) Greeneville, Tennessee Maryville, Tennessee (I) Baldwin, Wisconsin Stevens Point, Wisconsin Joint Venture Facilities Champaign, Illinois (E) Jakarta, Indonesia Dammam, Saudi Arabia (I) Third-Party Logistics Providers Ontario, California** Alsip, Illinois** Plainfield, Indiana (I)** New Hampton, Iowa** Waterloo, Iowa (E)** Greeneville, Tennessee (I)** Singapore** International Facilities Wyong, Australia Sao Paulo, Brazil (E)* Athens, Canada (I) Hong Kong, China* Wuxi, China Kadan, Czech Republic (I) Klasterec, Czech Republic (E) Domjean, France (E) Paris, France (E) Dulmen, Germany (E) Flensburg, Germany (I) Haan, Germany (I) New Delhi, India Ostiglia, Italy Gunma, Japan Aguascalientes, Mexico Monterrey, Mexico Cape Town, South Africa Johannesburg, South Africa* Barcelona, Spain (I) Rayong, Thailand (I) Hull, United Kingdom Leicester, United Kingdom (I) Distribution Centers Brugge, Belgium Rensselaer, Indiana Aguascalientes, Mexico Johannesburg, South Africa The Company’s properties are utilized for both the Engine and Industrial Product segments except as indicated with an (E) for Engine or (I) for Industrial. |
Name Age Positions and Offices Held First Year Elected or Appointed as an Executive Officer Tod E. Carpenter Vice President, Europe and Middle East William M. Cook Chairman, President and Chief Executive Officer Sandra N. Joppa Vice President, Human Resources Norman C. Linnell Vice President, General Counsel and Secretary Charles J. McMurray Senior Vice President, Industrial Products Mary Lynne Perushek Vice President and Chief Information Officer Lowell F. Schwab Senior Vice President, Global Operations David W. Timm Vice President, Asia-Pacific Thomas R. VerHage Vice President and Chief Financial Officer Jay L. Ward Senior Vice President, Engine Products Debra L. Wilfong Vice President and Chief Technology Officer Mr. Carpenter joined the Company in 1996 and has held various positions, including Gas Turbine Systems General Manager from 2002 to 2004; General Manager, Industrial Filtration Systems (IFS) Sales from 2004 to 2006; General Manager, IFS Americas in 2006; and Vice President, Global IFS from 2006 to 2008. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the First Quarter ended October 31, 2004) * 3-B - Amended and Restated Bylaws of Registrant (as of January 25, 2008) (Filed as Exhibit 3.1 to Form 8-K Report filed January 31, 2008) * 3-C - 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) * 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-C to 1993 Form 10-K Report)*** *10-C - Form of Performance Award Agreement under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-D to 1995 Form 10-K Report)*** *10-D - ESOP Restoration Plan (2003 Restatement) (Filed as Exhibit 10-E to 2003 Form 10-K Report)*** *10-E - Deferred Compensation Plan for Non-employee Directors as amended (Filed as Exhibit 10-F to 1990 Form 10-K Report)*** *10-F - Independent Director Retirement and Benefit Plan as amended (Filed as Exhibit 10-H to 1995 Form 10-K Report)*** *10-G - Excess Pension Plan (2003 Restatement) (Filed as Exhibit 10-I to 2003 Form 10-K Report)*** *10-H - Supplementary Executive Retirement Plan (2003 Restatement) (Filed as Exhibit 10-J to 2003 Form 10-K Report)*** *10-I - 1991 Master Stock Compensation Plan as amended (Filed as Exhibit 10-K to 1998 Form 10-K Report)*** *10-J - Form of Restricted Stock Award under 1991 Master Stock Compensation Plan (Filed as Exhibit 10-L to 1992 Form 10-K Report)*** *10-K - Form of Agreement to Defer Compensation for certain Executive Officers (Filed as Exhibit 10-M to 1993 Form 10-K Report)*** *10-L - Stock Option Program for Non-employee Directors (Filed as Exhibit 10-N to 1998 Form 10-K Report)*** *10-M - 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-N - 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-O - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-A to Form 10-Q Report for the Second Quarter ended January 31, 2005) *10-P - 2001 Master Stock Incentive Plan (Filed as Exhibit 4.1 to Form S-8 (SEC File No. |
333-97771))*** *10-Q - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-A to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-R - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-B to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-S - Agreement dated August 29, 2005, by and between Donaldson Company, Inc. and William G. Van Dyke (Filed as Exhibit 99.1 to Form 8-K Report filed August 29, 2005)*** *10-T - 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-U - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 99.2 to Form 8-K Report filed August 4, 2006)*** *10-V - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-DD to 2006 Form 10-K Report)*** *10-W - Deferred Compensation and 401(k) Excess Plan (2005 Restatement) (Filed as Exhibit 10-EE to 2006 Form 10-K Report)*** *10-X - Deferred Stock Option Gain Plan (2005 Restatement) (Filed as Exhibit 10-FF to 2006 Form 10-K Report)*** *10-Y - Excess Pension Plan (2005 Restatement) (Filed as Exhibit 10-GG to 2006 Form 10-K Report)*** *10-Z - Supplemental Executive Retirement Plan (2005 Restatement) (Filed as Exhibit 10-HH to 2006 Form 10-K Report)*** *10-AA - 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) - 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) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
U.S. Facilities Auburn, Alabama (E) Dixon, Illinois Frankfort, Indiana Cresco, Iowa Grinnell, Iowa (E) Nicholasville, Kentucky Bloomington, Minnesota Chillicothe, Missouri (E) St. Charles, Missouri* (E) Philadelphia, Pennsylvania (I) Maryville, Tennessee (I) Greeneville, Tennessee Baldwin, Wisconsin Stevens Point, Wisconsin Joint Venture Facilities Champaign, Illinois (E) Jakarta, Indonesia Dammam, Saudi Arabia (I) Distribution Centers Ontario, California* Rensselaer, Indiana Singapore* Aguascalientes, Mexico Brugge, Belgium Johannesburg, South Africa International Facilities Wyong, Australia Athens, Canada (I) Hong Kong, China* Wuxi, China Kadan, Czech Republic (I) Klasterec, Czech Republic (E) Domjean, France (E) Carrieres Sur Seine, France (E) Dulmen, Germany (E) Flensburg, Germany (I) Haan, Germany (I) New Delhi, India Ostiglia, Italy Gunma, Japan Aguascalientes, Mexico Monterrey, Mexico Cape Town, South Africa Johannesburg, South Africa* Barcelona, Spain (I) Rayong, Thailand (I) Hull, United Kingdom Leicester, United Kingdom (I) The Company’s properties are utilized for both the Engine and Industrial Product segments except as indicated with an (E) for Engine or (I) for Industrial. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the First Quarter ended October 31, 2004) * 3-B - By-laws of Registrant as currently in effect (Filed as Exhibit 3-B to 2003 Form 10-K Report) * 3-C - 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) * 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 - 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 - ESOP Restoration Plan (2003 Restatement) (Filed as Exhibit 10-E to 2003 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-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 (2003 Restatement) (Filed as Exhibit 10-I to 2003 Form 10-K Report)*** *10-J - Supplementary Executive Retirement Plan (2003 Restatement) (Filed as Exhibit 10-J to 2003 Form 10-K Report)*** *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 Non-employee Directors (Filed as Exhibit 10-N to 1998 Form 10-K Report)*** *10-O - 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-P - 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-Q - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-A to Form 10-Q Report for the Second Quarter ended January 31, 2005) *10-R - 2001 Master Stock Incentive Plan (Filed as Exhibit 4.1 to Form S-8 (SEC File No. |
333-97771))*** *10-S - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-A to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-T - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-B to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-U - Agreement dated August 29, 2005, by and between Donaldson Company, Inc. and William G. Van Dyke (Filed as Exhibit 99.1 to Form 8-K Report filed August 29, 2005)*** *10-V - 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-W - Restated Long-Term Compensation Plan dated May 23, 2006 (Filed as Exhibit 99.2 to Form 8-K Report filed August 4, 2006)*** *10-X - Qualified Performance-Based Compensation Plan (Filed as Exhibit 10-DD to 2006 Form 10-K Report)*** *10-Y - Deferred Compensation and 401(k) Excess Plan (2005 Restatement) (Filed as Exhibit 10-EE to 2006 Form 10-K Report)*** *10-Z - Deferred Stock Option Gain Plan (2005 Restatement) (Filed as Exhibit 10-FF to 2006 Form 10-K Report)*** *10-AA - Excess Pension Plan (2005 Restatement) (Filed as Exhibit 10-GG to 2006 Form 10-K Report)*** *10-BB - Supplemental Executive Retirement Plan (2005 Restatement) (Filed as Exhibit 10-HH to 2006 Form 10-K Report)*** - 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 29) - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
U.S. Facilities Auburn, Alabama (E) Dixon, Illinois Frankfort, Indiana Cresco, Iowa Grinnell, Iowa (E) Nicholasville, Kentucky Bloomington, Minnesota Chillicothe, Missouri (E) Philadelphia, Pennsylvania (I) Maryville, Tennessee (I) Greeneville, Tennessee (E) Baldwin, Wisconsin Stevens Point, Wisconsin Joint Venture Facilities Champaign, Illinois (E) Jakarta, Indonesia Dammam, Saudi Arabia (I) Distribution Centers Ontario, California* Rensselaer, Indiana Antwerp, Belgium* Singapore* International Facilities Wyong, Australia Brugge, Belgium (I) Athens, Canada (I) Hong Kong, China* Wuxi, China* (I) Wuxi, China (E) Kadan, Czech Republic (I) Klasterec, Czech Republic (E) Domjean, France (E) Carrieres Sur Seine, France (E) Dulmen, Germany (E) Flensburg, Germany (I) Haan, Germany (I) New Delhi, India Ostiglia, Italy Gunma, Japan Aguascalientes, Mexico (E) Monterrey, Mexico (I) Cape Town, South Africa Johannesburg, South Africa* Barcelona, Spain (I) Rayong, Thailand (I) Hull, United Kingdom Leicester, United Kingdom (I) The Company’s properties are utilized for both the Engine and Industrial Product segments except as indicated with an (E) for Engine or (I) for Industrial. |
U.S. Facilities Auburn, Alabama (E) Dixon, Illinois Frankfort, Indiana Cresco, Iowa Grinnell, Iowa (E) Nicholasville, Kentucky Bloomington, Minnesota Chillicothe, Missouri (E) Philadelphia, Pennsylvania (I) Greeneville, Tennessee (E) Baldwin, Wisconsin Stevens Point, Wisconsin Joint Venture Facilities Champaign, Illinois (E) Jakarta, Indonesia Dammam, Saudi Arabia (I) Distribution Centers Ontario, California* Rensselaer, Indiana Antwerp, Belgium* Singapore* International Facilities Wyong, Australia Brugge, Belgium (I) Athens, Canada (I) Hong Kong, China* Wuxi, China (I)* Klasterec, Czech Republic (E) Domjean, France (E) Dulmen, Germany (E) Flensburg, Germany (I) Haan, Germany (I) New Delhi, India Ostiglia, Italy Gunma, Japan Aguascalientes, Mexico (E) Monterrey, Mexico (I) Cape Town, South Africa Johannesburg, South Africa* Barcelona, Spain (I) Rayong, Thailand (I) Hull, United Kingdom Leicester, United Kingdom (I) The Company’s properties are utilized for both the Engine and Industrial Product segments except as indicated with an (E) for Engine or (I) for Industrial. |
/s/ William M. Cook William M. Cook President, Chief Executive Officer and Chairman (principal executive officer) /s/ Thomas R. VerHage Thomas R. VerHage Vice President and Chief Financial Officer (principal financial officer) /s/ James F. Shaw James F. Shaw Controller (principal accounting officer) * F. Guillaume Bastiaens Director * Janet M. Dolan Director * Jack W. Eugster Director * John F. Grundhofer Director * Paul David Miller Director * Jeffrey Noddle Director * John P. Wiehoff Director *By: /s/ Norman C. Linnell Norman C. Linnell As attorney-in-fact Report of Independent Registered Public Accounting Firm on Financial Statement Schedule To the Shareholders and Board of Directors of Donaldson Company, Inc. Our audits of the consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated September 30, 2005 appearing in the 2005 Annual Report to Shareholders of Donaldson Company, Inc. also included an audit of the financial statement schedule listed in Item 15(2) of this Form 10-K. |
EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K * 3-A - Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the First Quarter ended October 31, 2004) * 3-B - By-laws of Registrant as currently in effect (Filed as Exhibit 3-B to 2003 Form 10-K Report) * 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 - ESOP Restoration Plan (2003 Restatement) (Filed as Exhibit 10-E to 2003 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-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 (2003 Restatement) (Filed as Exhibit 10-I to 2003 Form 10-K Report)*** *10-J - Supplementary Executive Retirement Plan (2003 Restatement) (Filed as Exhibit 10-J to 2003 Form 10-K Report)*** *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 Non-employee Directors (Filed as Exhibit 10-N to 1998 Form 10-K)*** *10-O - Deferred Compensation and 401(K) Excess Plan (2003 Restatement) (Filed as Exhibit 10-O to 2003 Form 10-K Report)*** *10-P - 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-Q - 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-R - Second Supplement and First Amendment to Note Purchase Agreement among Donaldson Company, Inc. and certain listed Insurance Companies dated as of September 30, 2004 (Filed as Exhibit 10-A to Form 10-Q Report for the Second Quarter ended January 31, 2005) *10-S - Deferred Stock Option Gain Plan (2003 Restatement) (Filed as Exhibit 10-R to 2003 Form 10-K Report)*** *10-T - 2001 Master Stock Incentive Plan (Filed as Exhibit 4.1 to Form S-8 (SEC File No. |
333-97771))*** *10-U - Long Term Compensation Plan (Filed as Exhibit 10-T to 2003 Form 10-K Report)*** *10-V - Form of Officer Stock Option Award Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-A to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-W - Form of Non-Employee Director Non-Qualified Stock Option Agreement under the 2001 Master Stock Incentive Plan (Filed as Exhibit 10-B to Form 10-Q Report for the First Quarter ended October 31, 2004)*** *10-X - Agreement dated August 29, 2005, by and between Donaldson Company, Inc. and William G. Van Dyke (Filed as Exhibit 99.1 to Form 8-K Report dated August 29, 2005)*** *10-Y - Description of compensation for non-employee directors (item 1.01 of Form 8-K dated October 4, 2005)*** *10-Z - Description of Performance Based Compensation for certain executive officers (item 1.01 of Form 8-K dated October 4, 2005)*** - Computation of net earnings per share (“Earnings Per Share” in “Summary of Significant Accounting Policies” in Note A in the Notes to Consolidated Financial Statements on page 30) - Portions of Registrant’s Annual Report to Shareholders for the year ended July 31, 2005 - Subsidiaries - Consent of PricewaterhouseCoopers LLP - 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 - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. |
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 2003 Form 10-K Report) * 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 - ESOP Restoration Plan (2003 Restatement) (Filed as Exhibit 10-E to 2003 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-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 (2003 Restatement) (Filed as Exhibit 10-I to 2003 Form 10-K Report)*** *10-J - Supplementary Executive Retirement Plan (2003 Restatement) (Filed as Exhibit 10-J to 2003 Form 10-K Report)*** *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 Non-employee Directors (Filed as Exhibit 10-N to 1998 Form 10-K Report)*** *10-O - Deferred Compensation and 401(K) Excess Plan (2003 Restatement) (Filed as Exhibit 10-O to 2003 Form 10-K Report)*** *10-P - 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-Q - 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-R - 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-S - Deferred Stock Option Gain Plan (2003 Restatement) (Filed as Exhibit 10-R to 2003 Form 10-K Report)*** *10-T - 2001 Master Stock Incentive Plan (Filed as Exhibit 4.1 to Form S-8 (SEC File No. |
U.S. Facilities International Facilities Auburn, Alabama (E) Wyong, Australia Norcross, Georgia (I) Brugge, Belgium (I) Dixon, Illinois Hong Kong, China Frankfort, Indiana Wuxi, China (I) Cresco, Iowa Klasterec, Czech Republic (E) Grinnell, Iowa (E) Domjean, France (E) Nicholasville, Kentucky Dulmen, Germany (E) Bloomington, Minnesota Flensburg, Germany (I) Chillicothe, Missouri (E) Haan, Germany (I) Stow, Ohio New Delhi, India Philadelphia, Pennsylvania (I) Ostiglia, Italy Greeneville, Tennessee (E) Gunma, Japan Baldwin, Wisconsin Aguascalientes, Mexico (E) Stevens Point, Wisconsin Monterrey, Mexico (I) Cape Town, South Africa Joint Venture Facilities Johannesburg, South Africa Champaign, Illinois (E) Barcelona, Spain (I) Jakarta, Indonesia Hull, United Kingdom Dammam, Saudi Arabia (I) Leicester, United Kingdom (I) Distribution Centers Ontario, California Rensselaer, Indiana Antwerp, Belgium Singapore The Company’s properties are utilized for both the Engine and Industrial Product segments except as indicated with an (E) for Engine or (I) for Industrial. |
The following table summarizes information concerning outstanding and exercisable options as of July 31, 2003: Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life(Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $10 to $20 1,011,797 3.16 $ 15.63 1,011,797 $ 15.63 $20 to $30 1,330,181 5.86 24.29 1,242,511 24.18 $30 to $40 1,163,868 8.36 35.93 716,659 35.97 $40 and above 43,871 9.04 46.61 43,871 46.61 3,549,717 5.95 $ 25.91 3,014,838 $ 24.44 NOTE J Income Taxes The components of earnings before income taxes are as follows: The components of the provision for income taxes are as follows: The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows: The following table reconciles the U.S. statutory income tax rate with the effective income tax rate: Statutory U.S. federal rate 35.0% 35.0% 35.0% State income taxes 0.9 1.0 0.4 Foreign taxes at lower rates (5.2) (4.6) (8.2) Export and research credits (2.0) (1.0) (1.9) Other (1.7) (3.4) 2.7 27.0% 27.0% 28.0% U.S. income taxes have not been provided on approximately $233.0 million of undistributed earnings of non-U.S. subsidiaries. |
/s/ William G. Van Dyke William G. Van Dyke Chairman, President and Chief Executive Officer /s/ William M. Cook William M.Cook Senior Vice President, International and Chief Financial Officer /s/ Thomas A. Windfeldt Thomas A. Windfeldt Vice President, Controller *Guillaume Bastiaens Guillaume Bastiaens Director *Janet M. Dolan Janet M. Dolan Director *Jack W. Eugster Jack W. Eugster Director *John F. Grundhofer John F. Grundhofer Director *Kendrick B. Melrose Kendrick B. Melrose Director *Paul David Miller Paul David Miller Director *Jeffrey Noddle Jeffrey Noddle Director *Stephen W. Sanger Stephen W. Sanger Director *John P. Wiehoff John P. Wiehoff Director *By /s/ Norman C. Linnell Norman C. Linnell *As attorney-in-fact Date: October 14, 2003 DONALDSON COMPANY, INC. AND SUBSIDIARIES FORM 10-K Item 15 (a) (1) Index of Independent Auditors’ Reports Report of PricewaterhouseCoopers LLP Report of Arthur Andersen LLP 50 & 51 Report of Independent Auditors To the Shareholders and Board of Directors of Donaldson Company, Inc. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed with this report: (1) Financial Statements Consolidated Balance Sheets -- July 31, 2002 and 2001 (incorporated by reference from page 24 of the 2002 Annual Report to Shareholders) Consolidated Statements of Earnings -- years ended July 31, 2002, 2001 and 2000 (incorporated by reference from page 23 of the 2002 Annual Report to Shareholders) Consolidated Statements of Cash Flows -- years ended July 31, 2002, 2001 and 2000 (incorporated by reference from page 25 of the 2002 Annual Report to Shareholders) Consolidated Statements of Changes in Shareholders' Equity -- years ended July 31, 2002, 2001 and 2000 (incorporated by reference from page 26 of the 2002 Annual Report to Shareholders) Notes to Consolidated Financial Statements (incorporated by reference from pages 27 through 38 of the 2002 Annual Report to Shareholders) Reports of Independent Accountants (filed as part of this report) (2) Financial Statement Schedules -- Reports of Independent Accountants (filed as part of this report) 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. |
/s/ William G. Van Dyke Chairman, President and ------------------------------------- Chief Executive Officer William G. Van Dyke /s/ William M. Cook Senior Vice President, ------------------------------------- International and William M. Cook Chief Financial Officer /s/ Thomas A. Windfeldt Vice President, Controller ------------------------------------- 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 *Jeffrey Noddle Director ------------------------------------- Jeffrey Noddle *S. Walter Richey Director ------------------------------------- S. Walter Richey *Stephen W. Sanger Director ------------------------------------- Stephen W. Sanger *By /s/ Norman C. Linnell Date: October 29, 2002 ------------------------------------- Norman C. Linnell *As attorney-in-fact CERTIFICATIONS I, William G. Van Dyke, Chief Executive Officer of Donaldson Company, Inc., certify that: 1. |
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)*** *10-U -- 2001 Master Stock Incentive Plan (Filed as Exhibit 4.1 to Form S-8 (SEC File No. |
First Year Elected or Appointed as an Name Age Positions and Offices Held Officer - ---- --- -------------------------- ------- William G. Van Dyke 53 Chairman, Chief Executive 1979 Officer and President William M. Cook 45 Senior Vice President, 1994 Commercial and Industrial James R. Giertz 41 Senior Vice President and 1994 Chief Financial Officer Norman C. Linnell 39 General Counsel and Secretary 1996 Nickolas Priadka 52 Senior Vice President, 1989 OE Engine Lowell F. Schwab 50 Senior Vice President, 1994 Operations Thomas A. Windfeldt 49 Vice President, Controller 1985 and Treasurer 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 (1995) and Treasurer of various subsidiaries of General Motors Corporation, Mr. Linnell, who was previously a partner in the law firm of Dorsey & Whitney LLP, and Mr. Schwab, who was previously Vice President and General Manager of the Machinery Division of Washington Scientific, Inc. PART II Item 5. |
/s/ William G. Van Dyke Chairman, Chief Executive - ----------------------------- Officer and President William G. Van Dyke /s/ James R. Giertz Senior Vice President and - ----------------------------- Chief Financial Officer James R. Giertz /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 29, 1998 - ----------------------------- ---------------- Norman C. Linnell * As attorney-in-fact SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars) Note A--Foreign currency translation losses (gains) recorded directly to equity. |
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 1996 Form 10-K Report) * 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 1990 Form 10-K Report)*** * 10-H - Independent Director Retirement and Benefit Plan as amended (Filed as Exhibit 10-H to 1995 Form 10-K Report)*** * 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*** * 10-L - Form of Restricted Stock Award under 1991 Master Stock Compensation Plan. |
First Year Elected or Appointed as an Name Age Positions and Offices Held Officer - ---- --- -------------------------- ------- William G. Van Dyke 52 Chairman, Chief Executive 1979 Officer and President William M. Cook 44 Senior Vice President, 1994 Commercial and Industrial James R. Giertz 40 Senior Vice President and 1994 Chief Financial Officer Norman C. Linnell 38 General Counsel and Secretary 1996 Nickolas Priadka 51 Senior Vice President, 1989 OE Engine Lowell F. Schwab 49 Senior Vice President, 1994 Operations Thomas A. Windfeldt 48 V.P., Controller and Treasurer 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 (1995) and Treasurer of various subsidiaries of General Motors Corporation, Mr. Linnell who was previously a partner in the law firm of Dorsey & Whitney LLP and Mr. Schwab who was previously Vice President and General Manager of the Machinery Division of Washington Scientific, Inc. PART II Item 5. |
/s/ William G. Van Dyke Chairman, Chief Executive - ----------------------------- Officer and President William G. Van Dyke /s/ James R. Giertz Senior Vice President and - ----------------------------- Chief Financial Officer James R. Giertz /s/ Thomas A. Windfeldt Vice President, Controller - ----------------------------- and Treasurer Thomas A. Windfeldt *F. Guillaume Bastiaens Director - ----------------------------- F. Guillaume Bastiaens *Michael R. Bonsignore Director - ----------------------------- Michael R. Bonsignore *Paul B. Burke Director - ----------------------------- Paul B. Burke *Janet M. Dolan Director - ----------------------------- Janet M. Dolan *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 *G. Angus Wurtele Director - ----------------------------- G. Angus Wurtele *By /s/ Norman C. Linnell Date: October 29, 1997 - ----------------------------- Norman C. Linnell * As attorney-in-fact SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS DONALDSON COMPANY, INC. AND SUBSIDIARIES (Thousands of Dollars) Note A--Foreign currency translation losses (gains) recorded directly to equity. |
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 1993 Form 10-K Report) * 3-B - By-laws of Registrant as currently in effect (Filed as Exhibit 3-B to 1996 Form 10-K Report) * 4 - ** * 4-A - Preferred Stock Amended and Restated Rights Agreement (Filed as Exhibit 4.1 to Form 8-K Report Dated January 12, 1996) * 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) * 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 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-G to 1990 Form 10-K Report) * 10-H - Independent Director Retirement and Benefit Plan as amended (Filed as Exhibit 10-H to 1995 Form 10-K Report) * 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 1995 Form 10-K Report) * 10-L - Form of Restricted Stock Award under 1991 Master Stock Compensation Plan. |
First Year Elected or Appointed as Name Age Positions and Offices Held an Officer William A. Hodder 64 Chairman, Chief Executive 1973 Officer and Director William G. Van Dyke 50 President, Chief Operating 1979 Officer and Director Erland D. Anderson 54 Vice President, Corporate 1978 Technology William M. Cook 42 Vice President, Commercial 1994 and Industrial Edmund C. Craft 55 Vice President, Engine 1985 Aftermarket James R. Giertz 38 Vice President and Chief 1994 Financial Officer Nickolas Priadka 49 Vice President, OE Engine 1989 Lowell F. Schwab 47 Vice President, Operations 1994 John E. Thames 45 Vice President, Human Resources 1989 Thomas A. Windfeldt 46 Vice President and 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. PART II Item 5. |
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, 1995 and 1994 (incorporated by reference from page 21 of the 1995 Annual Report to Shareholders) Consolidated Statements of Earnings--years ended July 31, 1995, 1994 and 1993 (incorporated by reference from page 20 of the 1995 Annual Report to Shareholders) Consolidated Statements of Cash Flows--years ended July 31, 1995, 1994 and 1993 (incorporated by reference from page 22 of the 1995 Annual Report to Shareholders) Consolidated Statements of Changes in Shareholders' Equity--years ended July 31, 1995, 1994 and 1993 (incorporated by reference from page 23 of the 1995 Annual Report to Shareholders) Notes to Consolidated Financial Statements (incorporated by reference from pages 24 through 29 of the 1995 Annual Report to Shareholders) Report of Independent Auditors (incorporated by reference from page 30 of the 1995 Annual Report to Shareholders). |
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 1993 Form 10-K Report) 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 - Annual Cash Bonus * 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 * 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 * 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 * 10-L - Form of Restricted Stock Award under 1991 Master Stock Compensation Plan. |
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. PART II Item 5. |
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). |
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) * 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. |
2017 - Sep. 2017 Chief Compliance Officer, Deputy General Counsel and Assistant Secretary June 2016 - Feb. 2017 Chief Compliance Officer and Assistant Secretary Jan. 2016 - May 2016 Timothy P. Mulhere Executive Vice President and President - Global Institutional & Specialty Services Jan. 2020 - Present Executive Vice President and President - Global Institutional July 2018 - Jan. 2020 Executive Vice President and President - Regions Jan. 2016 - June 2018 Gail Peterson (2) Senior Vice President - Global Marketing & Communications Jan. 2021 - Present Vice President - Marketing Global Healthcare July 2017 - Dec. 2020 Vice President - Corporate Strategy Oct. 2016 - June 2017 Daniel J. Schmechel Chief Financial Officer Nov. 2019 - Present Chief Financial Officer and Treasurer Jan. 2017 - Nov. 2019 Chief Financial Officer Jan. 2016 - Dec. 2016 Elizabeth A. Simermeyer Executive Vice President and President - Global Healthcare and Life Sciences Dec. 2019 - Present Executive Vice President - Global Marketing & Communications and Life Sciences Jan. 2016- Dec. 2019 Jill S. Wyant Executive Vice President - Innovation and Transformation Apr. |
These statements include expectations concerning items such as: ●amount, funding and timing of cash expenditures relating to our restructuring and other initiatives, as well as savings from such initiatives ●future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade ●adequacy of cash reserves ●uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions ●global market risk ●long-term potential of our business ●impact of changes in exchange rates and interest rates ●customer retention rate ●bad debt experience, non-performance of counterparties and losses due to concentration of credit risk ●disputes, claims and litigation ●environmental contingencies ●impact and cost of complying with laws and regulations ●sustainability and human capital targets ●returns on pension plan assets ●contributions to pension and postretirement healthcare plans ●amortization expense ●impact of new accounting pronouncements ●income taxes, including tax attributes, valuation allowances, uncertain tax positions and permanent reinvestment assertions ●recognition of share-based compensation expense ●payments under operating leases ●future benefit plan payments ●market position ●the impact of the coronavirus outbreak Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could,” or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: ●exchange controls and currency restrictions; ●currency fluctuations and devaluations; ●tariffs and trade barriers; ●export duties and quotas; ●changes in the availability and pricing of raw materials, energy and utilities; ●changes in local economic conditions; ●changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; ●impact from Brexit and the possibility of similar events in other EU member states; ●difficulties in managing international operations and the burden of complying with international and foreign laws; ●requirements to include local ownership or management in our business; ●economic and business objectives that differ from those of our joint venture partners; ●exposure to possible expropriation, nationalization or other government actions; ●restrictions on our ability to repatriate dividends from our subsidiaries; ●unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and ●countries whose governments have been hostile to U.S.-based businesses. |
Ft.) Segment Majority Owned or Leased Joliet, IL USA 610,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Tai Cang, CHINA 468,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Sainghin, FRANCE 360,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned South Beloit, IL USA 313,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences, Other Owned Jianghai, CHINA 296,000 Global Industrial Owned Chalons, FRANCE 280,000 Global Institutional & Specialty, Global Industrial Owned Clearing, IL USA 270,000 Global Industrial, Global Healthcare & Life Sciences, Other (Colloidal) Owned Nanjing, CHINA 240,000 Global Industrial Owned Garland, TX USA 239,000 Global Institutional & Specialty, Global Industrial Owned Martinsburg, WV USA 228,000 Global Institutional & Specialty, Global Industrial Owned Elwood City, PA USA 222,000 Global Industrial Owned Weavergate, UNITED KINGDOM 222,000 Global Institutional & Specialty, Global Industrial Owned Celra, SPAIN 218,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Greensboro, NC USA 193,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Owned Fresno, TX USA 192,000 Global Industrial Owned Santiago, CHILE 188,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Las Americas, DOMINICAN REPUBLIC 182,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Owned Jacksonville, FL USA 181,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Leased Garyville, LA USA 178,000 Global Industrial Owned Gul Lane, SINGAPORE 169,000 Global Industrial Owned Nieuwegein, NETHERLANDS 168,000 Global Institutional & Specialty, Global Industrial Owned Location Approximate Size (Sq. |
Ft.) Segment Majority Owned or Leased La Romana, DOMINICAN REPUBLIC 160,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Leased Tessenderlo, BELGIUM 153,000 Global Institutional & Specialty, Global Industrial Owned Cheltenham, AUSTRALIA 145,000 Global Institutional & Specialty, Global Industrial Owned Suzano, BRAZIL 142,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned McDonough, GA USA 141,000 Global Institutional & Specialty, Global Industrial Owned Darra, AUSTRALIA 138,000 Global Institutional & Specialty, Global Industrial Owned Burlington, ON CANADA 136,000 Global Industrial Owned Eagan, MN USA 133,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences, Other Owned Huntington, IN USA 127,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Rozzano, ITALY 126,000 Global Institutional & Specialty, Global Industrial Owned City of Industry, CA USA 125,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Mississauga, ON CANADA 120,000 Global Institutional & Specialty, Global Industrial Leased Elk Grove Village, IL USA 115,000 Global Institutional & Specialty Leased Biebesheim, GERMANY 109,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Fort Worth, TX USA 101,000 Global Institutional & Specialty Leased Johannesburg, SOUTH AFRICA 100,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Pilar, ARGENTINA 96,000 Global Institutional & Specialty, Global Industrial Owned Hamilton, NEW ZEALAND 96,000 Global Institutional & Specialty, Global Industrial Owned Konnagar, India 88,000 Global Industrial Owned Kwinana, AUSTRALIA 87,000 Global Institutional & Specialty, Global Industrial Owned Yangsan, KOREA 85,000 Global Industrial Owned Cisterna, ITALY 80,000 Global Industrial Owned Cuautitlan, MEXICO 76,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Barueri, BRAZIL 75,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Leased Citereup, Indonesia 74,000 Global Industrial Owned Mullingar, IRELAND 74,000 Global Institutional & Specialty, Global Industrial Leased Mosta, MALTA 73,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Leased Aubagne, FRANCE 65,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Leased Siegsdorf, GERMANY 56,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Verona, ITALY 55,000 Global Institutional & Specialty, Global Healthcare & Life Sciences Owned Guangzhou, CHINA 55,000 Global Institutional & Specialty, Global Industrial Owned Navanakorn, THAILAND 53,000 Global Institutional & Specialty, Global Industrial Leased Lerma, MEXICO 49,000 Global Industrial Owned Maribor, SLOVENIA 46,400 Global Institutional & Specialty, Global Industrial Owned Leeds, UNITED KINGDOM 25,000 Global Institutional & Specialty Owned Baglan, UNITED KINGDOM 24,400 Global Institutional & Specialty, Global Healthcare & Life Sciences Leased Noda, JAPAN 22,000 Global Institutional & Specialty, Global Industrial, Global Healthcare & Life Sciences Owned Generally, our manufacturing facilities are adequate to meet our existing in-house production needs. |
The computations of the basic and diluted earnings attributable to Ecolab per share amounts were as follows: Assets Held for Sale Assets and liabilities are classified as held for sale and presented separately on the balance sheet when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. |
These statements include expectations concerning items such as: ●amount, funding and timing of cash expenditures relating to our restructuring and other initiatives ●future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade ●adequacy of cash reserves ●uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions ●global market risk ●impact of oil price fluctuations, comparative performance and prospects of businesses in our Global Energy segment ●long-term potential of our business ●impact of changes in exchange rates and interest rates ●customer retention rate ●bad debt experience, non-performance of counterparties and losses due to concentration of credit risk ●disputes, claims and litigation ●environmental contingencies ●impact and cost of complying with laws and regulations ●sustainability targets ●returns on pension plan assets ●contributions to pension and postretirement healthcare plans ●amortization expense ●impact of new accounting pronouncements ●income taxes, including valuation allowances, loss carryforwards, unrecognized tax benefits, uncertain tax positions and deductibility of goodwill ●recognition of share-based compensation expense ●payments under operating leases ●future benefit plan payments ●market position ●doing business relating to Iran ●the completion and timing of the proposed separation of our Upstream Energy business and subsequent merger with Apergy ●the expected strategic, operational and competitive benefits of the proposed separation of our Upstream Energy business, the effect of the separation on Ecolab and its shareholders, customers and employees ●the impact of the coronavirus outbreak Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could,” or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: ●exchange controls and currency restrictions; ●currency fluctuations and devaluations; ●tariffs and trade barriers; ●export duties and quotas; ●changes in the availability and pricing of raw materials, energy and utilities; ●changes in local economic conditions; ●changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; ●impact from Brexit and the possibility of similar events in other EU member states; ●difficulties in managing international operations and the burden of complying with international and foreign laws; ●requirements to include local ownership or management in our business; ●economic and business objectives that differ from those of our joint venture partners; ●exposure to possible expropriation, nationalization or other government actions; ●restrictions on our ability to repatriate dividends from our subsidiaries; ●unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and ●countries whose governments have been hostile to U.S.-based businesses. |
Ft.) Segment Majority Owned or Leased Joliet, IL USA 610,000 Global Institutional, Global Industrial Owned Tai Cang, CHINA 468,000 Global Institutional, Global Industrial Owned Odessa, TX USA 435,000 Global Energy Owned Sainghin, FRANCE 360,000 Global Institutional, Global Industrial Owned Sugar Land, TX USA 350,000 Global Energy, Global Industrial Owned South Beloit, IL USA 313,000 Global Institutional, Global Industrial, Other Owned Jianghai, CHINA 296,000 Global Energy, Global Industrial Owned Chalons, FRANCE 280,000 Global Institutional, Global Industrial Owned Soledad, COLUMBIA 276,000 Global Energy Owned Clearing, IL USA 270,000 Global Energy, Global Industrial Owned Jurong Island, SINGAPORE 250,000 Global Energy, Global Industrial Owned Nanjing, CHINA 240,000 Global Energy, Global Industrial Owned Garland, TX USA 239,000 Global Institutional, Global Industrial Owned Martinsburg, WV USA 228,000 Global Institutional, Global Industrial Owned Elwood City, PA USA 222,000 Global Energy, Global Industrial Owned Weavergate, UNITED KINGDOM 222,000 Global Industrial, Global Institutional Owned Celra, SPAIN 218,000 Global Institutional, Global Industrial Owned Greensboro, NC USA 193,000 Global Institutional Owned Fresno, TX USA 192,000 Global Energy Owned Freeport, TX USA 189,000 Global Energy Owned Location Approximate Size (Sq. |
Ft.) Segment Majority Owned or Leased Las Americas, DOMINICAN REPUBLIC 182,000 Global Institutional Owned Jacksonville, FL USA 181,000 Global Institutional Leased Garyville, LA USA 178,000 Global Energy, Global Industrial Owned Nieuwegein, NETHERLANDS 168,000 Global Institutional, Global Industrial Owned La Romana, DOMINICAN REPUBLIC 160,000 Global Institutional Leased Tessenderlo, BELGIUM 153,000 Global Institutional Owned Cheltenham, AUSTRALIA 145,000 Global Institutional, Global Industrial Owned Suzano, BRAZIL 142,000 Global Energy, Global Industrial Owned McDonough, GA USA 141,000 Global Institutional, Global Industrial Owned Darra, AUSTRALIA 138,000 Global Institutional, Global Industrial Owned Corsicana, TX USA 137,000 Global Energy Owned Burlington, ON CANADA 136,000 Global Energy, Global Industrial Owned Eagan, MN USA 133,000 Global Institutional, Global Industrial, Other Owned Huntington, IN USA 127,000 Global Institutional, Global Industrial Owned Rozzano, ITALY 126,000 Global Institutional, Global Industrial Owned City of Industry, CA USA 125,000 Global Institutional, Global Industrial Owned Mississauga, ON CANADA 120,000 Global Institutional, Global Industrial Leased Aberdeen, UNITED KINGDOM 118,000 Global Energy Owned Elk Grove Village, IL USA 115,000 Global Institutional Leased Biebesheim, GERMANY 109,000 Global Energy, Global Industrial Owned Fort Worth, TX USA 101,000 Global Institutional Leased Johannesburg, SOUTH AFRICA 100,000 Global Institutional, Global Industrial Owned Hamilton, NEW ZEALAND 96,000 Global Institutional, Global Industrial Owned Calgary, AB CANADA 94,000 Global Energy Owned Kwinana, AUSTRALIA 87,000 Global Institutional, Global Industrial Owned Yangsan, KOREA 85,000 Global Energy, Global Industrial Owned Cisterna, ITALY 80,000 Global Industrial Owned Cuautitlan, MEXICO 76,000 Global Institutional, Global Industrial Owned Barueri, BRAZIL 75,000 Global Institutional, Global Industrial Leased Mullingar, IRELAND 74,000 Global Institutional, Global Industrial Leased Mosta, MALTA 73,000 Global Institutional Leased Noviciado, CHILE 70,000 Global Industrial, Global Institutional Owned Navanakorn, THAILAND 67,000 Global Institutional, Global Industrial Leased Aubagne, FRANCE 65,000 Global Institutional Leased Rovigo, ITALY 60,000 Global Institutional Owned Siegsdorf, GERMANY 56,000 Global Institutional, Global Industrial Owned Verona, ITALY 55,000 Global Institutional Owned Guangzhou, CHINA 55,000 Global Institutional, Global Industrial Owned Lerma, MEXICO 49,000 Global Industrial Owned Maribor, SLOVENIA 46,400 Global Institutional, Global Industrial Owned Leeds, UNITED KINGDOM 25,000 Global Institutional Owned Baglan, UNITED KINGDOM 24,400 Global Institutional Leased Noda, JAPAN 22,000 Global Institutional, Global Industrial Owned Steritimak, RUSSIA 20,000 Global Energy, Global Industrial Owned Generally, our manufacturing facilities are adequate to meet our existing in-house production needs. |
2014 - May 2016 Corporate Compliance Officer, Associate General Counsel and Assistant Secretary Jan. 2014 - Feb. 2014 Timothy P. Mulhere Executive Vice President and President - Global Institutional July 2018 - Present Executive Vice President and President - Regions May 2015 - June 2018 Executive Vice President and President - Global Water and Process Services Jan. 2014 - May 2015 Daniel J. Schmechel Chief Financial Officer and Treasurer Jan. 2017 - Present Chief Financial Officer Jan. 2014 - Dec. 2016 HIDDEN_ROW Name Age Office Positions Held Since Jan. 1, 2014 Elizabeth A. Simermeyer Executive Vice President - Global Marketing & Communications and Life Sciences July 2015 - Present Senior Vice President - Global Marketing & Communications Feb. 2014 - July 20151 Jill S. Wyant Executive Vice President and President - Global Regions and Global Healthcare Jan. 2018 - Present Executive Vice President and President - Global Food & Beverage, Healthcare and Life Sciences May 2016 - Dec. 2017 Executive Vice President and President - Global Food & Beverage Jan. 2014 - Apr. |
These statements include expectations concerning items such as: · amount, funding and timing of cash expenditures relating to our restructuring and other initiatives · future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade · uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions · global market risk · impact of oil price fluctuations, comparative performance and prospects of businesses in our Global Energy segment · long-term potential of our business · impact of changes in exchange rates and interest rates · customer retention rate · bad debt experience, non-performance of counterparties and losses due to concentration of credit risk · disputes, claims and litigation · environmental contingencies · impact and cost of complying with laws and regulations · sustainability targets · returns on pension plan assets · contributions to pension and postretirement healthcare plans · amortization expense · impact of new accounting pronouncements · income taxes, including valuation allowances, loss carryforwards, unrecognized tax benefits, uncertain tax positions and deductibility of goodwill · recognition of share-based compensation expense · payments under operating leases · future benefit plan payments · market position · doing business relating to Iran · anticipated spin-off of the upstream group of our Energy business, including form of transaction, timing and tax effects Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be”, “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could” or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: · exchange controls and currency restrictions; · currency fluctuations and devaluations; · tariffs and trade barriers; · export duties and quotas; · changes in the availability and pricing of raw materials, energy and utilities; · changes in local economic conditions; · changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; · impact from Brexit and the possibility of similar events in other EU member states; · difficulties in managing international operations and the burden of complying with foreign laws; · requirements to include local ownership or management in our business; · economic and business objectives that differ from those of our joint venture partners; · exposure to possible expropriation, nationalization or other government actions; · restrictions on our ability to repatriate dividends from our subsidiaries; · unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and · countries whose governments have been hostile to U.S.-based businesses. |
The computations of the basic and diluted earnings attributable to Ecolab per share amounts were as follows: Other Significant Accounting Policies The following table includes a reference to additional significant accounting policies that are described in other notes to the financial statements, including the note number: Policy Note Fair value measurements Derivatives and hedging transactions Share-based compensation Research and development expenditures Legal contingencies Pension and post-retirement benefit plans Reportable segments New Accounting Pronouncements Standards that are not yet adopted: Required Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements ASU 2018-15 - Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) August 2018 Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). |
These statements include expectations concerning items such as: · amount, funding and timing of cash expenditures relating to our restructuring and other initiatives · future cash flows, access to capital, targeted credit rating metrics and impact of credit rating downgrade · uses for cash, including dividends, share repurchases, debt repayments, capital investments and strategic business acquisitions · global market risk · impact of oil price fluctuations, comparative performance and prospects of businesses in our Global Energy segment · long-term potential of our business · impact of changes in exchange rates and interest rates · customer retention rate · bad debt experience, non-performance of counterparties and losses due to concentration of credit risk · disputes, claims and litigation · environmental contingencies · impact and cost of complying with laws and regulations · sustainability targets · returns on pension plan assets · contributions to pension and postretirement healthcare plans · amortization expense · impact of new accounting pronouncements · income taxes, including valuation allowances, loss carryforwards, unrecognized tax benefits, uncertain tax positions and deductibility of goodwill · recognition of share-based compensation expense · payments under operating leases · future benefit plan payments · market position · doing business in Iran Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will be”, “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof), “intends,” “could” or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: · exchange controls and currency restrictions; · currency fluctuations and devaluations; · tariffs and trade barriers; · export duties and quotas; · changes in the availability and pricing of raw materials, energy and utilities; · changes in local economic conditions; · changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; · impact from Brexit and the possibility of similar events in other EU member states; · difficulties in managing international operations and the burden of complying with foreign laws; · requirements to include local ownership or management in our business; · economic and business objectives that differ from those of our joint venture partners; · exposure to possible expropriation, nationalization or other government actions; · restrictions on our ability to repatriate dividends from our subsidiaries; · unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and · countries whose governments have been hostile to U.S.-based businesses. |
The computations of the basic and diluted earnings attributable to Ecolab per share amounts were as follows: Other Significant Accounting Policies The following table includes a reference to additional significant accounting policies that are described in other notes to the financial statements, including the note number: Policy Note Fair value measurements Derivatives and hedging transactions Share-based compensation Research and development expenditures Legal contingencies Pension and post-retirement benefit plans Reportable segments New Accounting Pronouncements Required Date of Date of Effect on the Standard Issuance Description Adoption Financial Statements Standards that are not yet adopted: ASU 2018-02 - Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income February 2018 Amends ASC 220 to allow entities to reclassify stranded tax effects resulting from the Tax Cut and Jobs Act (“the Act”) from accumulated OCI to retained earnings. |
Name Age Office Positions Held Since Jan. 1, 2012 Douglas M. Baker, Jr. Chairman of the Board and Chief Executive Officer Jan. 2012 - Present Christophe Beck Executive Vice President and President - Global Water May 2015 - Present & Process Services Executive Vice President and President - Regions Oct. 2012 - May 2015 Executive Vice President - Global Integration Jan. 2012 - Sep. 2012 Larry L. Berger Executive Vice President and Chief Technical Officer Jan. 2012 - Present Alex N. Blanco Executive Vice President and Chief Supply Chain Officer Jan. 2013 - Present 1 Thomas W. Handley President and Chief Operating Officer Sep. 2012 - Present Senior Executive Vice President and President - Global Food & Beverage and Asia Pacific Latin America Jan. 2012 - Aug. 2012 Michael A. Hickey Executive Vice President and President - Global Institutional Oct. 2012 - Present Executive Vice President and President - Institutional Jan. 2012 - Sep. 2012 Bryan L. Hughes Senior Vice President and Corporate Controller May 2014 - Present Vice President-Finance, Global Institutional Jan. 2012 - Apr. |
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: · amount, funding and timing of cash expenditures relating to our restructuring and other initiatives · capital investments and strategic business acquisitions · share repurchases · payments under operating leases · borrowing capacity · global market risk · impact of oil price fluctuations, comparative performance and prospects of businesses in our Global Energy segment · targeted credit rating metrics · long-term potential of our business · impact of changes in exchange rates and interest rates · losses due to concentration of credit risk · recognition of share-based compensation expense · future benefit plan payments · amortization expense · customer retention rate · bad debt experiences and customer credit worthiness · disputes, claims and litigation · environmental contingencies · returns on pension plan assets · funding of cash requirements, future cash flow and uses for cash · dividends · debt repayments · contributions to pension and postretirement healthcare plans · liquidity requirements and borrowing methods · impact of credit rating downgrade · impact of new accounting pronouncements · tax deductibility of goodwill · non-performance of counterparties · income taxes, including valuation allowances, loss carryforwards, unrecognized tax benefits and uncertain tax positions · market position · doing business in Iran · impact from Brexit Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements. |
There are inherent risks in our international operations, including: · exchange controls and currency restrictions; · currency fluctuations and devaluations; · tariffs and trade barriers; · export duties and quotas; · changes in the availability and pricing of raw materials, energy and utilities; · changes in local economic conditions; · changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; · impact from Brexit and the possibility of similar events in other EU member states; · difficulties in managing international operations and the burden of complying with foreign laws; · requirements to include local ownership or management in our business; · economic and business objectives that differ from those of our joint venture partners; · exposure to possible expropriation, nationalization or other government actions; · restrictions on our ability to repatriate dividends from our subsidiaries; · unsettled political conditions, military action, civil unrest, acts of terrorism, force majeure, war or other armed conflict; and · countries whose governments have been hostile to U.S.-based businesses. |
Our substantial indebtedness may adversely affect our business, consolidated results of operations and financial position, including in the following respects: · requiring us to dedicate a substantial portion of our cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements and opportunities; · limiting our ability to obtain additional financing to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements; · placing us at a relative competitive disadvantage compared to competitors that have less debt; · limiting flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations; and · increasing our vulnerability to adverse general economic and industry conditions. |
Name Age Office Positions Held Since Jan. 1, 2011 Douglas M. Chairman of the Board and Chief Executive Officer Dec. 2011 - Present Baker, Jr. Chairman of the Board, President and Chief Executive Officer Jan. 2011 - Nov. 2011 Christophe Beck Executive Vice President and President - Global Water May 2015 - Present & Process Services Executive Vice President and President - Regions Oct. 2012 - May 2015 Executive Vice President - Global Integration Dec. 2011 - Sep. 2012 Executive Vice President - Institutional Jan. 2011 - Nov. 2011 Larry L. Berger Executive Vice President and Chief Technical Officer Oct. 2011 - Present Senior Vice President and Chief Technical Officer Jan. 2011 - Sep. 2011 Alex N. Blanco Executive Vice President and Chief Supply Chain Officer Jan. 2013 - Present 1 Thomas W. Handley President and Chief Operating Officer Sep. 2012 - Present Senior Executive Vice President and President - Global Food & Beverage and Asia Pacific Latin America Oct. 2011 - Aug. 2012 President, Global Food & Beverage and Asia Pacific Latin America Sectors Jan. 2011 - Sep. 2011 Michael A. Hickey Executive Vice President and President - Global Institutional Oct. 2012 - Present Executive Vice President and President - Institutional Aug. 2011 - Sep. 2012 Executive Vice President Global Services Sector Jan. 2011 - Jul. |
Subsets and Splits