-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wdwx6KNZTCbpK1F/mcPgiRohJbrVcMgUeo9J5644mhf0sAc4AG/boB6ezbd8aYgU LJXcrap0VHCJWQ/nUUd3YQ== 0000897101-00-000050.txt : 20000203 0000897101-00-000050.hdr.sgml : 20000203 ACCESSION NUMBER: 0000897101-00-000050 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990731 FILED AS OF DATE: 20000125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON CO INC CENTRAL INDEX KEY: 0000029644 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 410222640 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-07891 FILM NUMBER: 512759 BUSINESS ADDRESS: STREET 1: 1400 W. 94TH ST. CITY: MINNEAPOLIS STATE: MN ZIP: 55431 BUSINESS PHONE: 6128873131 MAIL ADDRESS: STREET 1: 1400 W 94TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55431 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 11K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 (FEE REQUIRED) for the fiscal year ended July 31, 1999 or / / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT of 1934 (NO FEE REQUIRED) for the transition period from _____________ to _______________ COMMISSION FILE NUMBER 1-7891 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DONALDSON COMPANY, INC. 1400 WEST 94TH STREET MINNEAPOLIS, MINNESOTA 55431 AUDITED FINANCIAL STATEMENTS DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN YEARS ENDED JULY 31, 1999 AND 1998 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN AUDITED FINANCIAL STATEMENTS Years ended July 31, 1999 and 1998 CONTENTS Report of Independent Auditors.................................................1 Audited Financial Statements Statements of Net Assets Available for Benefits................................2 Statements of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements..................................................4 Item 27(a)--Schedule of Assets Held for Investment Purposes....................9 Item 27(b)--Schedule of Loans or Fixed Income Obligations in Default .........10 Item 27(d)--Schedule of Reportable Transactions...............................13 REPORT OF INDEPENDENT AUDITORS Administrative Committee Donaldson Company, Inc. Employees' Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of Donaldson Company, Inc. Employees' Retirement Savings Plan as of July 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at July 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes and schedule of loans or fixed income obligations in default as of July 31, 1999 and schedule of reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1999 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1999 financial statements taken as a whole. /s/ Ernst & Young LLP Minneapolis, Minnesota January 17, 2000 1 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JULY 31 1999 1998 ------------------------------ Investments at fair value: Interest-bearing cash $ 92,869 $ 213,941 Mutual funds 88,987,952 74,199,912 Donaldson stock 27,482,474 20,739,324 Participant loans 2,872,469 2,782,002 ------------------------------ Net assets available for benefits $119,435,764 $ 97,935,179 ==============================
SEE ACCOMPANYING NOTES. 2 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JULY 31 1999 1998 ------------------------------ Additions: Contribution from employees $ 10,151,941 $ 9,885,602 Investment income 5,371,897 4,355,114 Other -- 6,633 ------------------------------ 15,523,838 14,247,349 Deductions: Payments to participants 7,128,422 5,910,233 Administration fees 21,541 19,124 ------------------------------ 7,149,963 5,929,357 Realized/unrealized appreciation of investments 13,126,710 1,587,129 ------------------------------ Net increase 21,500,585 9,905,121 Net assets available for benefits: Beginning of year 97,935,179 88,030,058 ------------------------------ End of year $119,435,764 $ 97,935,179 ==============================
SEE ACCOMPANYING NOTES. 3 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS July 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING METHOD The accounting records of the Plan are maintained on the accrual basis. INVESTMENTS Investments are recorded at fair value. Securities which are traded on a national securities exchange are valued at the last reported sales price of the year. The change in the difference between fair value and the cost of investments is reflected in the statement of changes in net assets available for benefits as unrealized appreciation (depreciation) of investments. The net gain (loss) on the sale of investments is the difference between the proceeds received and the historical average cost of investments sold. This amount is reflected in the statement of changes in net assets available for benefits as realized appreciation/depreciation. For purposes of complying with the Department of Labor's requirements for preparing Form 5500, the Company determines net gain based on a revalued, rather than historical, cost. EXPENSES Except for investment management fees and administrative fees charged by the recordkeeper, Donaldson Company, Inc. (the Plan's sponsor) pays all Plan-related expenses, including legal, accounting and other services. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 4 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECLASSIFICATION Certain 1998 amounts have been reclassified to conform to the 1999 presentation. 2. DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. The Plan is a defined contribution plan sponsored by Donaldson Company, Inc. The Plan allows employee contributions to the Plan through payroll deductions of 1% to 12% of their salary. Employees are 100% vested in their accounts at all times. Amounts contributed to the Plan are invested in one of nine investment options. Participants may choose between the following investment alternatives: * MANAGED INCOME PORTFOLIO II FUND: Monies are invested in a portfolio of investments consisting primarily of investment contracts offered by major insurance companies and other approved financial institutions and in certain types of fixed income securities. A small portion of the fund is invested in a money market fund to provide daily liquidity. The fund's objective is to earn a competitive level of income with preservation of capital. This investment option carries a low-to-moderate level of investment risk. * FIDELITY CONTRAFUND: Monies are invested mainly in U.S. and foreign common stocks of companies that the fund's manager believes are undervalued or out of favor. The fund generally focuses on companies that are unpopular, but whose products show potential for improvement. This investment option carries a high level of investment risk. 5 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. DESCRIPTION OF THE PLAN (CONTINUED) * FIDELITY MAGELLAN FUND: Monies are invested primarily in common stocks of small, medium and large companies, both well-known and lesser-known, with above average growth potential and a correspondingly higher level of risk. This investment option carries a moderate-to-high level of investment risk. * FIDELITY OVERSEAS FUND: Monies are invested primarily in equity securities of issuers whose principal activities are outside the U.S. The fund expects to invest the majority of its assets in stocks but may also invest in debt securities. The value of this fund can be affected by the performance of foreign markets, the changing value of the American dollar and foreign political events. This investment option carries a high level of investment risk. * FIDELITY PURITAN FUND: Monies are invested in high-yielding U.S. and foreign securities, and common and preferred stocks and bonds of any quality or maturity. This investment option carries a moderate level of investment risk. * FIDELITY EQUITY INCOME FUND: Monies are invested primarily in income producing stocks, such as common and preferred stocks but may also invest in bonds for income. The Fund generally avoids securities issued by companies without proven earnings or credit. This investment option carries a moderate-to-high level of investment risk. * SPARTAN U.S. EQUITY INDEX FUND: Monies are invested primarily in the 500 companies that make up the S&P 500 and in other securities that are based on the value of the index. The Fund's focus is on duplicating the composition and performance of the index. This investment option carries a moderate-to-high level of investment risk. 6 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. DESCRIPTION OF THE PLAN (CONTINUED) * SCHRODER U.S. SMALLER COMPANIES FUND: Monies are invested primarily in U.S. companies that have, at the time of purchase, market capitalizations of $1.5 billion or less. The Fund focuses on companies with strong management that it believes can generate above-average earnings growth and are selling at favorable prices in relation to book values and earnings. The Fund invests primarily in common and preferred stocks and securities convertible into common stocks. This investment option carries a moderate-to-high level of investment risk. * DONALDSON COMMON STOCK FUND: Monies are invested in the common stock of Donaldson Company, Inc. This investment option is presented to provide participants with the opportunity to invest in the future growth of the Company. The changes in net assets of the Plan are allocated to the individual participant's accounts daily as provided for in the Plan agreement. The Company has the right under the Plan agreement to terminate the Plan. In the event of termination of the Plan, each participant is fully vested and the assets of the Plan shall be distributed to the participants. 3. INVESTMENTS The current value of individual investments that represent 5% or more of the Plan's net assets is as follows:
1999 1998 ------------------------- ------------------------- UNITS OR CURRENT UNITS OR CURRENT SHARES VALUE SHARES VALUE ------------------------- ------------------------- Common stock of Donaldson Company, Inc. (sponsor) 1,107,606 $27,482,474 1,117,270 $20,739,324 Fidelity Magellan Fund 122,847 15,405,011 95,328 10,372,662 Fidelity Contrafund 172,933 10,697,622 153,615 8,416,552 Fidelity Equity Income Fund 584,159 34,967,786 589,730 32,954,129 Fidelity Managed Income Portfolio II Fund 22,994,964 22,994,964 15,703,344 15,703,344
7 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (CONTINUED) During the period August 1, 1998 to July 31, 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $13,126,710 as follows: Mutual funds $ 5,676,000 Donaldson stock 7,450,710 ------------- $13,126,710 ============= 4. LOANS TO PARTICIPANTS Under the Plan agreement, participants may borrow up to 50% of their account balance or $50,000, whichever is less. At July 31, 1999 and 1998, $2,872,469 and $2,782,002, respectively, of loans were outstanding at interest rates varying from 10% to 7%. 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 20, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 6. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan received $259,073 and $209,966 in common stock dividends from Donaldson Company, Inc. for the years ended July 31, 1999 and 1998, respectively. 8 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES EIN: 41-0222640 PLAN #: 007 July 31, 1999
IDENTITY OF ISSUE, CURRENT BORROWER OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE - ------------------------------------------------------------------------------------------------------------ *Fidelity Management Trust Company Institutional Cash Portfolio 92,869 units $ 92,869 $ 92,869 *Donaldson Company, Inc. 1,107,606 shares of common stock 13,506,813 27,482,474 Fidelity Puritan Fund 26,818 units of participation 537,052 542,261 Fidelity Magellan Fund 122,847 units of participation 12,129,197 15,405,011 Fidelity Contrafund 172,933 units of participation 8,180,253 10,697,622 Fidelity Equity Income Fund 584,159 units of participation 22,811,034 34,967,786 Fidelity Overseas Fund 68,230 units of participation 2,253,382 2,729,888 Fidelity Managed Income Portfolio II Fund 22,994,964 units of participation 22,994,964 22,994,964 Spartan U.S. Equity Index Fund 27,706 units of participation 1,240,857 1,311,598 Schroder U.S. Smaller Companies Fund 25,229 units of participation 315,835 338,822 Participant loans Interest rates from 7% to 10% 0 2,872,469 ------------------------------- TOTAL ASSETS HELD FOR INVESTMENT $84,062,256 $119,435,764 ===============================
*Indicates party-in-interest. 9 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT EIN: 41-0222640 PLAN #: 007 July 31, 1999
ORIGINAL UNPAID AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST - ------------------------------------------------------------------------------------------------------------------------------------ Alfon, Glenn J. $ 1,300.00 $ 259.53 Date of loan 5/26/98, last payment due 5/31/99, 9.50% interest $ 210.04 $ - Blysma, Dorothy K. 1,197.96 886.41 Date of loan 12/28/98, last payment due 1/7/00, 9.50% interest 290.16 - Carlson, Richard 14,162.69 12,036.67 Date of loan 9/4/96, last payment due 9/5/06, 9.75% interest 85.37 - Cerise, Barbara 12,000.00 142.50 Date of loan 2/11/89, last payment due 1/11/99, 9.0% interest 142.50 - Chew, Connie 2,000.00 1,461.27 Date of loan 9/29/98, last payment due 10/5/00, 9.50% interest 126.84 - Cowell, William T. 1,500.00 1,407.73 Date of loan 3/9/99, last payment due 3/22/01, 9.50% interest 15.85 - Danciak, Jeff J. 12,500.00 978.98 Date of loan 2/20/98, last payment due 2/10/03, 9.50% interest 364.02 - England, Joseph 9,500.00 4,752.20 Date of loan 11/15/96, last payment due 11/13/00, 9.75% interest 1,215.39 - Giroud, Edward 2,500.00 2,315.53 Date of loan 9/15/98, last payment due 9/11/03, 9.50% interest 145.20 - Grecula, Bill G. 20,900.00 208.78 Date of loan 5/5/98, last payment due 5/12/03, 9.50% interest 202.26 -
10 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT (CONTINUED) EIN: 41-0222640 PLAN #: 007
ORIGINAL UNPAID AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST - ------------------------------------------------------------------------------------------------------------------------------------ Keyes, Timothy $13,500.00 $ 438.19 Date of loan 4/1/94, last payment due 3/30/99, 7.25% interest $ 377.88 $ - Korkoske, Dennis D. 9,999.99 5,173.97 Date of loan 4/30/93, last payment due 3/24/03, 7.00% interest 216.92 - Kozak, Paul 500.00 236.62 Date of loan 12/19/97, last payment due 1/7/99, 9.50% interest 221.98 - Patton, Patrick Jr. 13,100.00 3,781.07 Date of loan, 5/11/95, last payment due 4/1/00, 10.0% interest 1,296.60 - Rosentreter, Paul 600.00 210.71 Date of loan 12/18/98, last payment due 7/9/99, 9.50% interest 165.62 - Rowland, James 5,000.00 185.33 Date of loan 4/30/94, last payment due 3/30/99, 7.25% interest 164.08 - Sallee, Shannon E. 1,000.00 907.90 Date of loan 4/26/99, last payment due 5/8/00, 9.50% interest 20.18 - Simons, Sallie C. 4,539.00 2,369.68 Date of loan 5/5/96, last payment due 8/14/01, 9.75% interest 176.72 - Smith, Scott A. 600.00 533.64 Date of loan 3/1/99, last payment due 3/23/00, 9.50% interest 84.77 - Stafford, Steven P. 33,895.21 28,579.28 Date of loan 9/11/97, last payment due 9/16/02, 9.50% interest 1,776.95 -
11 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(b)--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT (CONTINUED) EIN: 41-0222640 PLAN #: 007
ORIGINAL UNPAID AMOUNT OF BALANCE AT DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF MAKING AND AMOUNT OF OVERDUE IDENTITY OF OBLIGOR LOAN END OF YEAR MATURITY, INTEREST RATE, THE TYPE AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST - ------------------------------------------------------------------------------------------------------------------------------------ Stansbury, Todd D. $1,900.00 $1,575.33 Date of loan 6/24/98, last payment due 6/27/01, 9.50% interest $ 308.44 $ - Tiberg, Larry H. 6,815.06 4,833.66 Date of loan 12/8/97, last payment due 12/21/01, 9.50% interest 354.78 - Warren, Elder 500.00 463.19 Date of loan 5/11/99, last payment due 5/16/00, 9.50% interest 20.20 - Wright, Tina M. 1,300.00 997.65 Date of loan 11/23/98, last payment due 12/5/00, 9.50% interest 27.48 -
12 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS EIN: 41-0222640 PLAN #: 007 Year ended July 31, 1999
CURRENT VALUE OF ASSET ON PURCHASE SELLING COST OF TRANSACTION NET IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN - ------------------------------------------------------------------------------------------------------------------------------------ CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS Donaldson Company, Inc. common stock Purchased 446,854 shares of common stock in 243 transactions $6,826,617 $6,826,617 $6,826,617 Sold 479,920 shares of common stock in 220 transactions $7,655,395 6,307,918 7,655,395 $1,347,477 Fidelity Magellan Fund Purchased 43,210 units in 235 transactions 5,099,324 5,099,324 5,099,324 Sold 15,691 units in 179 transactions 1,818,119 1,560,013 1,818,119 258,106 Fidelity Contrafund Purchased 58,683 units in 216 transactions 3,323,134 3,323,134 3,323,134 Sold 39,365 units in 157 transactions 2,232,609 1,821,156 2,232,609 411,453 Fidelity Equity Income Fund Purchased 97,550 units in 237 transactions 5,350,217 5,350,217 5,350,217 Sold 103,121 units in 204 transactions 5,795,589 4,213,993 5,795,589 1,581,596
13 DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS (CONTINUED) EIN: 41-0222640 PLAN #: 007
CURRENT VALUE OF ASSET ON PURCHASE SELLING COST OF TRANSACTION NET IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE GAIN - ------------------------------------------------------------------------------------------------------------------------------------ CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS (CONTINUED) Fidelity Managed Income Portfolio Fund Purchased 171,365 units in 49 transactions $ 171,365 $ 171,365 $ 171,365 Sold 15,874,709 units in 60 transactions $15,874,709 15,874,709 15,874,709 $ - Fidelity Managed Income Portfolio II Fund Purchased 171,365 units in 232 transactions 26,327,398 26,327,398 26,327,398 Sold 7,641,715 units in 208 transactions 7,641,715 7,641,715 7,641,715 -
There were no category (i), (ii) or (iv) reportable transactions for the year ended July 31, 1999. 14 Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DONALDSON COMPANY, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN --------------------------------------- (Name of Plan) Date 1/25/00 By: /s/ Norman C. Linnell --------------- --------------------- Norman C. Linnell Vice President and General Counsel EXHIBIT INDEX ANNUAL REPORT ON FORM 11-K 23 - Consent of Independent Auditors EX-23 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 2-90488) pertaining to the Donaldson Company, Inc. Employees' Retirement Savings Plan and in the related Prospectus of our report dated January 17, 2000, with respect to the financial statements and schedules of the Donaldson Company, Inc. Employees' Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended July 31, 1999. /s/ Ernst & Young LLP Minneapolis, Minnesota January 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----