UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2018
DONALDSON
COMPANY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
1-7891 |
41-0222640 |
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(State of Incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
1400 West 94th Street
Minneapolis, MN 55431
(Address
of principal executive offices)
(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:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
[ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02. Results of Operations and Financial Condition.
On February 7, 2018, Donaldson Company, Inc. issued a press release announcing provisional estimates of the impact from the Federal Tax Cuts and Jobs Act (“TCJA”) on its fiscal 2018 results. A copy of the press release 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.
EXHIBIT INDEX
SIGNATURE
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: February 7, 2018
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DONALDSON COMPANY, INC. |
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By: /s/ Amy C. Becker |
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Name: Amy C. Becker |
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Title: Vice President, General Counsel and |
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Exhibit 99.1
Donaldson Provides Provisional Estimates of Impact from Tax Reform, Announces Second Quarter 2018 Earnings Webcast
MINNEAPOLIS--(BUSINESS WIRE)--February 7, 2018--Donaldson Company, Inc. (NYSE: DCI) today provided provisional estimates of the impact from the Federal Tax Cuts and Jobs Act (“TCJA”) on its fiscal 2018 results.
Donaldson expects its second quarter 2018 results will include the following non-cash items:
Additionally, the Company estimates the net impact from the TCJA will lower the full-year 2018 effective tax rate by approximately 1 percentage point, reflecting a partial-year benefit from the U.S. corporate tax rate reduction that is largely offset by a negative impact from foreign withholding tax and other matters related to the TCJA. Longer term, Donaldson expects an annual effective tax rate between 24 and 28 percent.
The provisional estimates of the impact from the TCJA are based on currently available information and interpretation of its provisions. Management believes these charges are a reasonable estimate, as of February 7, 2018, that may change as additional required information is prepared and analyzed, interpretations and assumptions are refined, additional guidance is issued, and due to actions taken because of the legislation. Donaldson expects to finalize the impact from the TCJA during the financial close process for its fiscal year ended July 31, 2018.
Members of Donaldson’s management team will discuss the broader impacts from tax reform, including the Company’s capital deployment priorities and other business matters, during a webcast of its second quarter 2018 earnings conference call on March 6, 2018, at 9:00 a.m. CST.
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WEBCAST: |
To listen to a live webcast of the call, visit the Events & Presentations section of Donaldson’s Investor Relations website at IR.Donaldson.com and click on the “listen to webcast” option. |
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REPLAY: |
The webcast replay will be available within the Events & Presentations section of Donaldson’s Investor Relations website beginning at approximately 12:00 p.m. CST on Tuesday, March 6, 2018 | . | |
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1 All earnings per share figures refer to diluted earnings per share. |
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Miscellaneous
Statements in this release regarding future events and expectations, such as forecasts, plans, trends and projections relating to the Company’s business and financial performance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are identified by words or phrases such as “will likely result,” “are expected to,” “will continue,” “will allow,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “forecast,” and similar expressions. These forward-looking statements speak only as of the date such statements are made and are subject to risks and uncertainties that could cause the Company’s results to differ materially from these statements. 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. These and other risks and uncertainties are described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended July 31, 2017. The Company makes these statements as of the date of this disclosure, and undertakes no obligation to update them unless otherwise required by law.
About Donaldson Company
Founded in 1915, Donaldson Company is a global leader in the filtration industry with sales, manufacturing and distribution locations around the world. Donaldson’s innovative technologies are designed to solve complex filtration challenges and enhance customers’ equipment performance. For more information, visit www.Donaldson.com.
CONTACT:
Donaldson Company, Inc.
Brad Pogalz, 952-887-3753