UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2016
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7891 | 41-0222640 |
| (State or other jurisdiction of incorporation) |
(Commission file number) | (I.R.S. Employer Identification No.) |
| 1400 West 94th Street Minneapolis, MN 55431 |
||
| (Address of principal executive offices) (Zip Code) | ||
| (952) 887-3131 | ||
| Registrant’s telephone number, including area code | ||
| Not Applicable | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On December 1, 2016, Donaldson Company, Inc. (the “Company”) filed a Form 8-K in connection with the Company’s announcement of its results of operations for the quarter ended October 31, 2016 (the “Original Filing”). The Condensed Consolidated Balance Sheets attached to the press release furnished as Exhibit 99.1 to the Original Filing contained certain numerical errors that did not exist in the press release issued by the Company across the news wires. The sole purpose of this Current Report on Form 8-K/A is to refile the Condensed Consolidated Balance Sheets as Exhibit 99.1. There are no other changes to the information contained in the Original Filing.
Item 2.02. Results of Operations and Financial Condition.
On December 1, 2016, Donaldson Company, Inc. issued a press release announcing its results of operation for the quarter ended October 31, 2016. A copy of the amended Condensed Consolidated Balance Sheets referred to in the Explanatory Note above is furnished herewith as Exhibit 99.1.
The information in the Form 8-K and the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Amended Condensed Consolidated Balance Sheets for the quarter ended October 31, 2016 of Donaldson Company, Inc. |
| Exhibit No. | Description | ||||
|---|---|---|---|---|---|
| 99.1 | Amended Condensed Consolidated Balance Sheets for the quarter ended October 31, 2016 of Donaldson Company, Inc. | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: December 2, 2016
| DONALDSON COMPANY, INC. | ||||||
| By: | /s/ Amy C. Becker | |||||
| Name: Amy C. Becker | ||||||
| Title: Vice President, General Counsel and | ||||||
| Secretary | ||||||
Exhibit 99.1
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (In millions) | ||||||||
| (Unaudited) | ||||||||
| October 31, | July 31, | |||||||
| 2016 | 2016 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 262.2 | $ | 243.2 | ||||
| Accounts receivable, net | 415.0 | 452.4 | ||||||
| Inventories, net | 249.2 | 234.1 | ||||||
| Prepaids and other current assets | 66.6 | 80.0 | ||||||
| Total current assets | 993 | 1,009.7 | ||||||
| Other assets and deferred taxes | 335.0 | 307.5 | ||||||
| Property, plant, and equipment, net | 466.1 | 469.8 | ||||||
| Total assets | $ | 1,794.1 | $ | 1,787.0 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Trade accounts payable | $ | 160.7 | $ | 143.3 | ||||
| Employee compensation and other liabilities | 157.7 | 183.8 | ||||||
| Short-term borrowings | 169.1 | 165.5 | ||||||
| Current maturity of long-term debt | 75.9 | 51.2 | ||||||
| Total current liabilities | 563.4 | 543.8 | ||||||
| Long-term debt | 324.7 | 350.2 | ||||||
| Other long-term liabilities | 121.3 | 121.6 | ||||||
| Total liabilities | 1,009.4 | 1,015.6 | ||||||
| Equity | 784.7 | 771.4 | ||||||
| Total liabilities & equity | $ | 1,794.1 | $ | 1,787.0 | ||||
Donaldson Company, Inc. Fiscal 2017 First Quarter Earnings Press Release Schedules | Page 1 of 1 |