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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): January 25,
2023
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 communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $5.00 par value |
DCI |
New York Stock Exchange |
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). 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.
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Item 7.01. Regulation FD Disclosure
Changes to Reporting Segments
On November 30, 2022, Donaldson Company, Inc. (the “Company”)
announced a change to its reporting segment structure associated
with the Company’s organizational redesign. The Company will
discontinue reporting results in terms of the Engine Products and
Industrial Products operating segments, and instead has reorganized
its existing businesses into three new operating segments: Mobile
Solutions, Industrial Solutions, and Life Sciences. The change was
effective November 1, 2022, which coincided with the beginning of
the Company’s fiscal second quarter. These changes have no effect
on the Company's previously reported consolidated financial
statements or results of operations.
For mapping purposes, below are the notable changes and
comparisons:
a.Mobile
Solutions:
i.The
segment is comprised of Off-Road, On-Road and
Aftermarket.
ii.The
revenue for Off-Road and Aftermarket are largely consistent with
the previously reported Off-Road and Aftermarket businesses;
however, they are not identical as the new segment excludes sales
of the Company’s Industrial Hydraulics (formerly Stationary
Hydraulics) business.
b.Industrial
Solutions:
i.The
segment is comprised of Industrial Filtration Solutions (IFS) and
Aerospace and Defense.
ii.IFS
includes Industrial Air Filtration, Industrial Gases, Power
Generation (formerly Gas Turbine Systems) and Industrial
Hydraulics.
c.Life
Sciences:
i.The
segment is comprised of Special Applications, solutions for the
food and beverage market and bioprocessing equipment and
consumables.
The Company also reports Corporate and unallocated, which includes
interest expense and certain corporate expenses determined to be
non-allocable to the segments, such as restructuring charges and
incentive compensation.
Select financial information for the fiscal years ended July 31,
2022, 2021 and 2020, as well as the interim periods for the years
ended July 31, 2022 and 2021 and the first quarter of the fiscal
year ending July 31, 2023 has been recast to reflect the new
reporting segments, and are furnished herewith as Exhibit 99.1. The
figures presented are based on the Company’s historical
classification of expenses based on the historical segment
structure. The Company expects the expense composition to evolve as
the organizational redesign is completed and the Company drives
incremental investment in businesses with high sales growth and
profitability potential. Consequently, the historical profit by
operating segment may not be representative of results in future
periods.
The recast items furnished herewith have been updated to reflect
the change in the Company’s segment reporting described above.
These select recast segment financial results have not otherwise
been updated for activities or events occurring after the date the
Company filed the Annual Report on Form 10-K for the year ended
July 31, 2022, filed with the United States Securities and Exchange
Commission (the “SEC”) on September 23, 2022 (the “2022 10-K”), or
the Quarterly Report on Form 10-Q for the quarter ended October 31,
2022, filed with the SEC on December 7, 2022 (the “2023 Q1 10-Q”),
as applicable, and the recast results included herein do not modify
or update any other disclosures therein in any way. Without
limitation of the foregoing, this filing does not purport to update
the Safe Harbor Statement, Management’s Discussion and Analysis of
Financial Condition and Results of Operations or the Risk Factors
sections of the 2022 10-K or 2023 Q1 10-Q for any information,
uncertainties, transactions, risks, events or trends occurring, or
becoming known to management subsequent to the dates of filing such
reports. Therefore, this filing should be read in conjunction with
the 2022 10-K and the 2023 Q1 10-Q.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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104 |
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Cover page interactive data file (formatted as inline
XBRL). |
SIGNATURES
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.
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DONALDSON COMPANY, INC. |
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Date: |
January 25, 2023 |
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By: |
/s/ Amy C. Becker |
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Amy C. Becker
Chief Legal Officer and Corporate Secretary |
Donaldson (NYSE:DCI)
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