10-Q 1 dci201943010-q.htm 10-Q Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________
FORM 10-Q
_____________________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2019 OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _________________.
Commission File Number 1-7891
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
41-0222640
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
1400 West 94th Street
Minneapolis, Minnesota 55431
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (952) 887-3131
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $5.00 par value
DCI
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). xYes oNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer x
Accelerated filer o
 
 
 
 
Non-accelerated filer o 
Smaller reporting company o
 
 
 
 
Emerging growth company o
 
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.o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes xNo
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: common stock, $5 par value - 127,527,035 shares as of May 31, 2019.
 




PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share amounts)
(Unaudited)
 
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net sales
$
712.8

 
$
700.0

 
$
2,117.9

 
$
2,009.5

Cost of sales
472.1

 
460.2

 
1,413.4

 
1,326.5

Gross profit
240.7

 
239.8

 
704.5

 
683.0

Operating expenses
140.7

 
140.2

 
420.7

 
414.2

Operating income
100.0

 
99.6

 
283.8

 
268.8

Interest expense
5.2

 
5.4

 
14.7

 
15.7

Other income, net
(4.7
)
 
(4.8
)
 
(7.3
)
 
(7.0
)
Earnings before income taxes
99.5

 
99.0

 
276.4

 
260.1

Income taxes
24.3

 
29.1

 
67.3

 
182.2

Net earnings
$
75.2

 
$
69.9

 
$
209.1

 
$
77.9

 
 
 
 
 
 
 
 
Weighted average shares – basic
128.2

 
130.1

 
128.5

 
130.5

Weighted average shares – diluted
130.0

 
131.9

 
130.4

 
132.5

Net earnings per share – basic
$
0.59

 
$
0.54

 
$
1.63

 
$
0.60

Net earnings per share – diluted
$
0.58

 
$
0.53

 
$
1.60

 
$
0.59

 
 
 
 
 
 
 
 
Dividends paid per share
$
0.19

 
$
0.18

 
$
0.57

 
$
0.54

 
See Notes to Condensed Consolidated Financial Statements.

2



DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net earnings
$
75.2

 
$
69.9

 
$
209.1

 
$
77.9

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation (loss) income
(11.9
)
 
(23.2
)
 
(12.4
)
 
27.2

Pension liability adjustment, net of deferred taxes of $(0.5), $(0.6), $(1.1) and $(1.5), respectively
1.2

 
1.6

 
3.3

 
2.6

(Loss) gain on hedging derivatives, net of deferred taxes of $0.1, $(0.6), $(0.1) and $(1.5), respectively
(0.2
)
 
1.1

 
0.3

 
2.8

Comprehensive income
$
64.3

 
$
49.4

 
$
200.3

 
$
110.5

 
See Notes to Condensed Consolidated Financial Statements.

3



DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
(Unaudited)
 
 
April 30,
2019

 
July 31,
2018

Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
203.8

 
$
204.7

Accounts receivable, less allowance of $5.7 and $8.3, respectively
534.3

 
534.6

Inventories, net
359.5

 
334.1

Prepaid expenses and other current assets
76.0

 
52.3

Total current assets
1,173.6

 
1,125.7

Property, plant and equipment, net
569.8

 
509.3

Goodwill
308.8

 
238.4

Intangible assets, net
74.9

 
35.6

Deferred income taxes
14.7

 
19.2

Other long-term assets
64.1

 
48.4

Total assets
$
2,205.9

 
$
1,976.6

 
 
 
 
Liabilities and shareholders' equity
 
 
 
Current liabilities:
 
 
 
Short-term borrowings
$
50.3

 
$
28.2

Current maturities of long-term debt
0.3

 
15.3

Trade accounts payable
238.7

 
201.3

Other current liabilities
157.1

 
224.6

Total current liabilities
446.4

 
469.4

Long-term debt
644.4

 
499.6

Non-current income taxes payable
98.6

 
105.3

Deferred income taxes
19.0

 
4.2

Other long-term liabilities
39.7

 
40.3

Total liabilities
1,248.1

 
1,118.8

 
 
 
 
Commitments and contingencies (Note 15)


 


Redeemable non-controlling interest
12.9

 

 
 
 
 
Shareholders' equity:
 
 
 
Preferred stock, $1.00 par value, 1,000,000 shares authorized, none issued

 

Common stock, $5.00 par value, 240,000,000 shares authorized, 151,643,194 shares issued
758.2

 
758.2

Retained earnings
1,276.0

 
1,122.1

Non-controlling interest
5.2

 
4.8

Stock-compensation plans
22.3

 
21.3

Accumulated other comprehensive loss
(158.6
)
 
(149.8
)
Treasury stock, 23,866,959 and 22,871,145 shares, respectively, at cost
(958.2
)
 
(898.8
)
Total shareholders' equity
944.9

 
857.8

Total liabilities and shareholders' equity
$
2,205.9

 
$
1,976.6

 
See Notes to Condensed Consolidated Financial Statements.

4



DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
 
Nine Months Ended
April 30,
 
2019

 
2018

Operating Activities
 

 
 

Net earnings
$
209.1

 
$
77.9

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
59.8

 
57.4

Deferred income taxes
8.8

 
16.7

Stock-based compensation expense
13.8

 
13.3

Other, net
(8.5
)
 
(36.8
)
Changes in operating assets and liabilities, excluding effect of acquired businesses
(59.8
)
 
30.2

Net cash provided by operating activities
223.2

 
158.7

 
 
 
 
Investing Activities
 
 
 
Net expenditures on property, plant and equipment
(112.4
)
 
(73.1
)
Acquisitions, net of cash acquired
(96.0
)
 
0.8

Net cash used in investing activities
(208.4
)
 
(72.3
)
 
 
 
 
Financing Activities
 
 
 
Proceeds from long-term debt
145.0

 
165.0

Repayments of long-term debt
(24.8
)
 
(65.3
)
Change in short-term borrowings
22.9

 
(18.0
)
Purchase of treasury stock
(104.4
)
 
(107.7
)
Dividends paid
(72.9
)
 
(70.2
)
Tax withholding payments for stock compensation transactions
(4.1
)
 
(2.5
)
Exercise of stock options
24.6

 
14.6

Net cash used in financing activities
(13.7
)
 
(84.1
)
Effect of exchange rate changes on cash
(2.0
)
 
6.6

(Decrease) increase in cash and cash equivalents
(0.9
)
 
8.9

Cash and cash equivalents, beginning of period
204.7

 
308.4

Cash and cash equivalents, end of period
$
203.8

 
$
317.3

 
See Notes to Condensed Consolidated Financial Statements.

5



DONALDSON COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions, except per share amounts)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Non-
Controlling
Interest
 
Stock Compensation Plans
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Balance July 31, 2018
$
758.2

 
$

 
$
1,122.1

 
$
4.8

 
$
21.3

 
$
(149.8
)
 
$
(898.8
)
 
$
857.8

Net earnings
 
 
 
 
73.8

 
 
 
 
 
 
 
 
 
73.8

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
(22.1
)
 
 
 
(22.1
)
Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(80.9
)
 
(80.9
)
Dividends declared
 
 
 
 
0.2

 
 
 
 
 
 
 
 
 
0.2

Stock compensation and other activity
 
 
 
 
(3.5
)
 
 
 
(0.1
)
 
 
 
29.2

 
25.6

Balance October 31, 2018
758.2

 

 
1,192.6

 
4.8

 
21.2

 
(171.9
)
 
(950.5
)
 
854.4

Net earnings
 
 
 
 
60.1

 
 
 
 
 
 
 
 
 
60.1

Other comprehensive income
 
 
 
 
 
 
 
 
 
 
24.2

 
 
 
24.2

Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(21.1
)
 
(21.1
)
Dividends declared ($0.38 per share)
 
 
 
 
(48.6
)
 
 
 
 
 
 
 
 
 
(48.6
)
Stock compensation and other activity
 
 
 
 
(1.4
)
 
0.4

 
(0.1
)
 
 
 
4.7

 
3.6

Balance January 31, 2019
758.2

 

 
1,202.7

 
5.2

 
21.1

 
(147.7
)
 
(966.9
)
 
872.6

Net earnings
 
 
 
 
75.2

 
 
 
 
 
 
 
 
 
75.2

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
(10.9
)
 
 
 
(10.9
)
Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(2.4
)
 
(2.4
)
Dividends declared
 
 
 
 
0.1

 
 
 
 
 
 
 
 
 
0.1

Stock compensation and other activity
 
 
 
 
(2.0
)
 
 
 
1.2

 
 
 
11.1

 
10.3

Balance April 30, 2019
$
758.2

 
$

 
$
1,276.0

 
$
5.2

 
$
22.3

 
$
(158.6
)
 
$
(958.2
)
 
$
944.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance July 31, 2017
$
758.2

 
$

 
$
1,041.2

 
$
4.4

 
$
15.7

 
$
(157.0
)
 
$
(808.0
)
 
$
854.5

Net earnings
 
 
 
 
60.9

 
 
 
 
 
 
 
 
 
60.9

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
(2.0
)
 
 
 
(2.0
)
Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(42.6
)
 
(42.6
)
Dividends declared
 
 
 
 
0.2

 
 
 
 
 
 
 
 
 
0.2

Stock compensation and other activity
 
 
0.8

 
(0.1
)
 
0.3

 
2.3

 
 
 
6.7

 
10.0

Balance October 31, 2017
758.2

 
0.8

 
1,102.2

 
4.7

 
18.0

 
(159.0
)
 
(843.9
)
 
881.0

Net loss
 
 
 
 
(52.9
)
 
 
 
 
 
 
 
 
 
(52.9
)
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
55.1

 
 
 
55.1

Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(20.2
)
 
(20.2
)
Dividends declared ($0.36 per share)
 
 
 
 
(46.9
)
 
 
 
 
 
 
 
 
 
(46.9
)
Stock compensation and other activity
 
 
(0.8
)
 
(3.6
)
 
(0.1
)
 
(0.4
)
 
 
 
15.7

 
10.8

Balance January 31, 2018
758.2

 

 
998.8

 
4.6

 
17.6

 
(103.9
)
 
(848.4
)
 
826.9

Net earnings
 
 
 
 
69.9

 
 
 
 
 
 
 
 
 
69.9

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
(20.5
)
 
 
 
(20.5
)
Treasury stock acquired
 
 
 
 
 
 
 
 
 
 
 
 
(44.9
)
 
(44.9
)
Dividends declared
 
 
 
 
0.1

 
 
 
 
 
 
 
 
 
0.1

Stock compensation and other activity
 
 
 
 
0.9

 
0.1

 
1.8

 
 
 
2.1

 
4.9

Balance April 30, 2018
$
758.2

 
$

 
$
1,069.7

 
$
4.7

 
$
19.4

 
$
(124.4
)
 
$
(891.2
)
 
$
836.4



See Notes to Condensed Consolidated Financial Statements.


6




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Donaldson Company, Inc. and its subsidiaries (the Company) have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of earnings, comprehensive income, financial position, cash flows and shareholders' equity have been included and are of a normal recurring nature. Operating results for the three and nine month periods ended April 30, 2019 are not necessarily indicative of the results that may be expected for future periods. The year-end condensed consolidated balance sheet information was derived from the Company's audited financial statements but does not include all disclosures required by GAAP. For further information, refer to the Audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018.
New Accounting Standards Recently Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments and assets recognized from the costs to obtain or fulfill a contract. In 2016, the FASB issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 to clarify, among other things, the implementation guidance related to principal versus agent considerations, identifying performance obligations and accounting for licenses of intellectual property. This accounting guidance was effective for the Company beginning in the first quarter of fiscal 2019. The standard was adopted using the modified retrospective method, applying the guidance to those contracts which were not completed as of July 31, 2018, with the cumulative effect of adoption recognized during the first quarter. Refer to Note 6 for the impact of the adoption of this new standard.
In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business (ASU 2017-01). The new guidance provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments provide more consistency in applying the guidance, reduce the costs of application and make the definition of a business more operable. ASU 2017-01 was effective for the Company beginning in the first quarter of fiscal 2019. The Company adopted ASU 2017-01 in the first quarter of fiscal 2019 and it did not have a material impact on its Consolidated Financial Statements.
In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715) (ASU 2017-07). The new guidance requires employers to disaggregate and present separately the current service cost component from the other components of net benefit cost within the consolidated statement of earnings. ASU 2017-07 was effective for the Company beginning in the first quarter of fiscal 2019. The Company adopted ASU 2017-07 in the first quarter of fiscal 2019 using the retrospective method. This resulted in a reclassification of net benefit costs in its Consolidated Statements of Earnings, with an increase in operating expenses of $1.5 million and $4.6 million for the three and nine months ended April 30, 2018, respectively, offset by a corresponding decrease to cost of sales and increase to other income, net.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to hedge non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness and eases certain hedge effectiveness assessment requirements. ASU 2017-12 is effective for the Company beginning in the first quarter of fiscal 2020, and early adoption is permitted. The Company adopted ASU 2017-12 in the first quarter of fiscal 2019 and it did not have a material impact on its Consolidated Financial Statements.
In August 2018, the FASB issued 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 (ASU 2018-15). The amendments in this update align 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). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The amendments in this update are effective for interim and annual periods for the Company beginning in the first quarter of fiscal 2021, with early adoption permitted. The amendments in this update should be applied either retrospectively or prospectively to all implementation

7



costs incurred after the date of adoption. The Company adopted ASU 2018-15, on a prospective basis, in the third quarter of fiscal 2019 and it did not have a material impact on its Consolidated Financial Statements.
New Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which requires lessees to recognize right-of-use assets and lease liabilities for substantially all leases. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2020 on a modified retrospective basis. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors (ASU-2018-20), which amends ASU 2016-02, to provide additional guidance on accounting for certain expenses such as property taxes and insurance paid on behalf of the lessor by the lessee. The Company will prospectively adopt ASU 2016-02 in the first quarter of fiscal 2020. The Company has established a project team that is currently evaluating the population of leased assets from which to assess the impact of the adoption of ASU 2016-02 on its Consolidated Financial Statements.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13). In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The new guidance is effective for the Company beginning in the first quarter of fiscal 2021, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2016-13 on its Consolidated Financial Statements.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). The guidance allows a company to elect to reclassify from accumulated other comprehensive income (AOCI) to retained earnings the stranded tax effects from the adoption of the newly enacted federal corporate tax rate as a result of the U.S. Tax Cuts and Jobs Act. The amount of the reclassification is calculated as the difference between the amount initially charged to other comprehensive income (OCI) at the previously enacted tax rate that remains in AOCI and the amount that would have been charged using the newly enacted tax rate, excluding any valuation allowance previously charged to income. The new guidance is effective for the Company beginning in the first quarter of fiscal 2020, and early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2018-02 on its Consolidated Financial Statements.
In April 2019, the FASB issues ASU 2019-04, Codification Improvements to Topics 326, Financial Instruments - Credit Losses, Topic 815 Derivatives and Hedging and Topic 825, Financial Instruments (ASU 2019-04). This guidance clarifies areas of guidance related to the recently issued standards on credit losses (Topic 326), derivatives and hedging (Topic 815), and recognition and measurement of financial instruments (Topic 825). The new guidance is effective for the Company beginning in the first quarter of fiscal 2021. The Company is evaluating the impact of the adoption of ASU 2019-04 on its Consolidated Financial Statements.
Note 2. Acquisitions
On October 18, 2018, the Company acquired 88% of the shares of BOFA International LTD (BOFA), headquartered in the United Kingdom, for cash consideration of $98.2 million less cash acquired of $2.2 million. BOFA designs, develops and manufactures fume extraction systems across a wide range of industrial air filtration applications. The acquisition will allow Donaldson to accelerate its global growth in the fume collection business and add additional filtration technology to the Company's existing product lines. The fair values assigned to the acquired assets and liabilities assumed of BOFA were approximately $12.2 million of net tangible assets, $45.7 million of identifiable intangible assets, $73.6 million of goodwill, $8.1 million of deferred tax liabilities and $14.3 million of assumed debt. The assumed debt was repaid in October 2018. The identifiable intangible assets were related to customer relationships, patents, trademarks and technology and have estimated useful lives ranging from 5 to 15 years. The acquired intangible assets including goodwill are not deductible for tax purposes. The purchase price allocation is preliminary pending the outcome of the final valuation of the net assets acquired. The Company is reporting BOFA’s results of operations within the Industrial Products segment. Transaction costs were expensed as incurred and were not significant for the three and nine months ended April 30, 2019.
The acquisition also provides call and put options that, if exercised by either the Company or the minority interest holders after three years, would obligate the Company to purchase the remaining 12% of the shares of BOFA at a price indexed to the performance of the acquired entity. Due to the redemption features, the minority interest holders’ value is classified as a redeemable non-controlling interest in the Company’s Condensed Consolidated Balance Sheets. The redeemable non-controlling interest was recorded at fair value at the date of acquisition and there were no significant changes to the carrying value during the three months ended April 30, 2019.
Pro forma financial information for this acquisition has not been presented because it is not material to the Company's consolidated results of operations.

8



Note 3. Supplemental Balance Sheet Information
The components of net inventories are as follows (in millions):
 
April 30,
2019

 
July 31,
2018

Raw materials
$
119.9

 
$
128.7

Work in process
36.0

 
27.4

Finished products
203.6

 
178.0

Inventories, net
$
359.5

 
$
334.1

    
The components of net property, plant and equipment are as follows (in millions):
 
April 30,
2019

 
July 31,
2018

Land
$
24.1

 
$
22.8

Buildings
316.1

 
310.8

Machinery and equipment
810.2

 
769.1

Computer software
144.4

 
132.6

Construction in progress
106.2

 
64.4

Less: accumulated depreciation
(831.2
)
 
(790.4
)
Property, plant and equipment, net
$
569.8

 
$
509.3

Note 4. Earnings Per Share
The Company’s basic net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares. The Company’s diluted net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options and stock incentive plans. Certain outstanding options were excluded from the diluted net earnings per share calculations because their exercise prices are greater than the average market price of the Company’s common stock during those periods. Options excluded from the diluted net earnings per share calculations were 0.8 million for the three and nine months ended April 30, 2019. Options excluded from the diluted net earnings per share calculations were 0.1 million for the three and nine months ended April 30, 2018.
The following table presents the information necessary to calculate basic and diluted net earnings per share (in millions, except per share amounts):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net earnings for basic and diluted earnings per share computation
$
75.2

 
$
69.9

 
$
209.1

 
$
77.9

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Weighted average common shares – basic
128.2

 
130.1

 
128.5

 
130.5

Dilutive impact of share-based awards
1.8

 
1.8

 
1.9

 
2.0

Weighted average common shares – diluted
130.0

 
131.9

 
130.4

 
132.5

 
 
 
 
 
 
 
 
Net earnings per share – basic
$
0.59

 
$
0.54

 
$
1.63

 
$
0.60

Net earnings per share – diluted
$
0.58

 
$
0.53

 
$
1.60

 
$
0.59


9



Note 5. Goodwill and Other Intangible Assets
Goodwill is assessed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company performed its annual impairment assessment during the third quarter of fiscal 2019 and did not record any impairment as a result of this assessment.
The following is a reconciliation of goodwill by reportable segment for the nine months ended April 30, 2019 (in millions):
 
Engine
Products
 
Industrial
Products
 
Total
Goodwill
Balance as of July 31, 2018
$
84.9

 
$
153.5

 
$
238.4

Goodwill acquired

 
73.6

 
73.6

Foreign exchange translation
(0.4
)
 
(2.8
)
 
(3.2
)
Balance as of April 30, 2019
$
84.5

 
$
224.3

 
$
308.8

The following is a reconciliation of net intangible asset classes for the nine months ended April 30, 2019 (in millions):
Customer relationships
Gross Carrying Amount
 
Accumulated Amortization
 
Net Intangible Assets
Balance as of July 31, 2018
$
63.0

 
$
(35.7
)
 
$
27.3

Intangibles acquired
38.9

 

 
38.9

Amortization expense

 
(4.2
)
 
(4.2
)
Foreign exchange translation
(0.9
)
 
0.2

 
(0.7
)
Balance as of April 30, 2019
101.0

 
(39.7
)
 
61.3

Patents, trademarks and technology
 
 
 
 
 
Balance as of July 31, 2018
43.7

 
(35.4
)
 
8.3

Intangibles acquired
6.8

 

 
6.8

Amortization expense

 
(1.4
)
 
(1.4
)
Foreign exchange translation
(1.2
)
 
1.1

 
(0.1
)
Balance as of April 30, 2019
49.3

 
(35.7
)
 
13.6

Total intangible assets, net
$
150.3

 
$
(75.4
)
 
$
74.9

Note 6. Revenue
The Company recognizes revenue on a wide range of filtration solutions sold to customers in many industries around the globe. The vast majority of the Company’s performance obligations within customer sales contracts are for manufactured filtration systems and replacement parts. The Company does perform limited services, such as nonrecurring engineering (NRE) and installation. Customer contracts may include multiple performance obligations and the transaction price is allocated to each distinct performance obligation based on its relative standalone selling price.
Revenue Recognition Policy
Revenue is measured as the amount of consideration the Company expects to receive in exchange for the fulfillment of performance obligations. The transaction price of a contract could be reduced by variable consideration including product refunds, returns, volume rebates and discounts in the determination of net sales. The Company primarily relies on historical experience and anticipated future performance to estimate the variable consideration. Revenue is recognized to the extent that it is probable that a significant reversal of revenue will not occur when the contingency is resolved. The Company also accounts for amounts billed to customers for reimbursement of shipping and handling as fulfillment costs by recording these amounts as revenue and accruing the costs when the related revenue is recognized.
For most customer contracts, the Company recognizes revenue at a point in time when control of the goods or services is transferred to the customer. For product sales, control is typically deemed to have transferred in accordance with the shipping terms, either at the time of shipment from the plants or distribution centers or the time of delivery to the customers. Revenue is recognized for services upon completion of those services.
Due to the customized nature of some of the Company’s products, together with contractual provisions in certain customer contracts that provide the Company with an enforceable right to payment of the transaction price for performance completed to

10



date, revenue is recognized for these contracts over time. For these contracts, the Company recognizes revenue on products by an output measure of production, which fairly depicts the amount of revenue the Company is entitled to. The timing of revenue recognized from these products is slightly accelerated compared to revenue recognized at the point in time of shipment or delivery. Revenue generated from NRE services is also satisfied over time and measured as contractual milestones are achieved, as this represents value transferred to the customer.
Incremental costs of obtaining a contract with a customer and other costs to fulfill a contract are required to be capitalized unless the Company elects to expense contract costs with periods less than a year. The Company has elected to expense these costs of obtaining a contract as incurred when the related contract period is less than one year. The Company does not pay upfront sales commissions on contracts when the related contract period is greater than one year, thus has not capitalized any amounts as of April 30, 2019.
Revenue Disaggregation
Net sales disaggregated by geography based on the location where the customer's order was placed (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

United States
$
301.5

 
$
280.3

 
$
896.0

 
$
827.0

Europe, Middle East and Africa
208.0

 
206.3

 
611.7

 
583.1

Asia Pacific
146.8

 
158.0

 
443.4

 
438.1

Latin America
56.5

 
55.4

 
166.8

 
161.3

   Total net sales
$
712.8

 
$
700.0

 
$
2,117.9

 
$
2,009.5

Net sales disaggregated by product group (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Engine Products segment
 
 
 
 
 
 
 
Off-Road
$
84.8

 
$
89.9

 
$
240.0

 
$
243.8

On-Road
46.9

 
42.2

 
135.6

 
110.7

Aftermarket
327.7

 
315.1

 
980.0

 
927.7

Aerospace and Defense
30.0

 
25.1

 
83.7

 
74.6

Engine Products segment net sales
489.4

 
472.3

 
1,439.3

 
1,356.8

 
 
 
 
 
 
 
 
Industrial Products segment
 
 
 
 
 
 
 
Industrial Filtration Solutions
155.2

 
152.2

 
469.2

 
431.8

Gas Turbine Systems
27.5

 
32.1

 
80.5

 
91.4

Special Applications
40.7

 
43.4

 
128.9

 
129.5

Industrial Products segment net sales
223.4

 
227.7

 
678.6

 
652.7

Total net sales
$
712.8

 
$
700.0

 
$
2,117.9

 
$
2,009.5

Contract Assets and Liabilities
The satisfaction of performance obligations and the resulting recognition of revenue typically corresponds with billing of the customer. In limited circumstances, the customer may be billed at a time later than when revenue is recognized, resulting in contract assets, which are reported in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Contract assets were $12.3 million as of April 30, 2019. In other limited circumstances, the Company will require a down payment from the customer prior to the satisfaction of performance obligations. This results in contract liabilities, or deferred revenue, which is reported in other current liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets, depending on when revenue is expected to be recognized. Contract liabilities were $15.1 million and $10.5 million as of April 30, 2019 and July 31, 2018, respectively.
The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year is not significant.

11




Adoption of ASC 606
Note 1 describes the requirements of the new revenue recognition standard, ASC 606. The cumulative effect of the adoption on the Company’s August 1, 2018 opening balance sheet is as follows (in millions):
 
Balance at July 31, 2018
 
Adjustments for ASC 606
 
Balance at August 1, 2018
Assets
 
 
 
 
 
Inventories, net
$
334.1

 
$
(7.3
)
 
$
326.8

Prepaid expense and other current assets
52.3

 
14.0

 
66.3

Liabilities
 
 
 
 
 
Other current liabilities
86.6

 
0.3

 
86.9

Deferred income taxes
4.2

 
1.1

 
5.3

Equity
 
 
 
 
 
Retained earnings
1,122.1

 
5.3

 
1,127.4

These adjustments primarily related to certain contracts that qualify for revenue recognition over time under the new standard. This change does not have a material impact on revenue recognized during the nine months ended April 30, 2019.
In addition, the adoption of ASC 606 impacted one set of contracts within the Engine Products segment in which Donaldson is now deemed to be the principal under the new standard because the Company has control through the manufacturing of products prior to the sale of those products to the customer. For these contracts, the previous practice of recognizing revenue on a net basis, in which the amount of net sales recorded is the net amount retained after paying product costs to suppliers, has changed under ASC 606 to recognizing revenue on a gross basis, in which the amount of net sales recorded is the gross amount received from the customer, with corresponding product costs recorded as cost of sales. This change did not result in a cumulative effect adjustment under the modified retrospective method of adoption since there is no impact to the timing of revenue recognition but it has increased net sales and cost of sales on a prospective basis. The increase in net sales and cost of sales for this change was $3.6 million and $12.3 million for the three and nine months ended April 30, 2019, respectively.
Note 7. Warranty
The Company estimates warranty expense on certain products at the time of sale. The following is a reconciliation of warranty reserves, included in other current liabilities and other long-term liabilities, for the nine months ended April 30, 2019 and 2018 (in millions):
 
Nine Months Ended
April 30,
 
2019

 
2018

Balance at beginning of period
$
18.9

 
$
14.6

Accruals for warranties issued during the reporting period
1.6

 
1.8

Accruals related to pre-existing warranties (including changes in estimates)
(2.0
)
 
0.6

Less: settlements made during the period
(6.9
)
 
(3.3
)
Balance at end of period
$
11.6

 
$
13.7

There were no material specific warranty matters accrued for or significant settlements made in the nine months ended April 30, 2019 or 2018. The Company’s warranty matters are not expected to have a material impact on the Company's results of operations, liquidity or financial position.
Note 8. Stock-Based Compensation
Stock-based compensation expense is recognized using the fair-value method for all awards. The Company determines the fair value of stock option awards using the Black-Scholes option pricing model. Options are granted whereby the option exercise price is equivalent to the market price of the Company's common stock at the date of grant. For the three and nine months ended April 30, 2019, the Company recorded pretax stock-based compensation expense associated with stock options of $1.4 million and $8.3 million, respectively, and recorded $0.3 million and $1.7 million, respectively, of related tax benefits. For the three and nine months ended April 30, 2018, the Company recorded pretax stock-based compensation expense associated with stock options of $1.3 million and $6.8 million, respectively, and recorded $0.3 million and $1.6 million, respectively, of related tax benefits. In

12



addition, for the three and nine months ended April 30, 2019, the Company recorded expense associated with performance-based awards of $1.5 million and $4.5 million, respectively. For the three and nine months ended April 30, 2018, the Company recorded expense associated with performance-based awards of $2.0 million and $5.7 million, respectively.
The following table summarizes stock option activity during the nine months ended April 30, 2019:
 
Options
Outstanding
 
Weighted
Average
Exercise Price
Outstanding as of July 31, 2018
6,785,812

 
$
34.93

Granted
908,925

 
$
58.02

Exercised
(1,059,460
)
 
$
25.02

Canceled
(56,350
)
 
$
50.79

Outstanding as of April 30, 2019
6,578,927

 
$
39.57

The total intrinsic value of options exercised during the nine months ended April 30, 2019 and 2018 was $29.3 million and $12.5 million, respectively. The weighted average fair value for options granted during the nine months ended April 30, 2019 and 2018 was $12.27 and $9.29 per share, respectively.
The following table summarizes information concerning outstanding and exercisable options as of April 30, 2019:
Range of Exercise Prices
 
Number Outstanding
 
Weighted
Average
Remaining
Contractual
Life (Years)
 
Weighted
Average
Exercise
Price of Outstanding Options
 
Number
Exercisable
 
Weighted
Average
Exercise
Price of Exercisable Options
$ 0.00 to $27.69
 
245,558

 
0.68
 
$
21.10

 
245,558

 
$
21.10

$27.70 to $32.69
 
1,282,662

 
4.76
 
$
28.56

 
1,282,662

 
$
28.56

$32.70 to $37.69
 
1,226,314

 
3.30
 
$
34.44

 
1,225,481

 
$
34.44

$37.70 to $42.69
 
1,294,317

 
5.45
 
$
40.36

 
1,250,717

 
$
40.29

$42.70 and above
 
2,530,076

 
8.33
 
$
49.04

 
858,571

 
$
43.92

 
 
6,578,927

 
5.84
 
$
39.57

 
4,862,989

 
$
35.39

As of April 30, 2019, the aggregate intrinsic value of options outstanding and exercisable was $96.5 million and $88.3 million, respectively.
As of April 30, 2019, there was $9.5 million of total unrecognized compensation expense related to non-vested stock options granted. This unvested expense is expected to be recognized during fiscal years 2019, 2020, 2021 and 2022.
Note 9. Employee Benefit Plans
The Company and certain of its international subsidiaries have defined benefit pension plans for many of their hourly and salaried employees. There are two types of U.S. plans. The first type of U.S. plan (Hourly Pension Plan) is a traditional defined benefit pension plan primarily for union production employees. The second plan (Salaried Pension Plan) is for some salaried and non-union production employees that provides defined benefits pursuant to a cash balance feature whereby a participant accumulates a benefit comprised of a percentage of current salary that varies with years of service, interest credits and transition credits. The Company no longer allows entrants into the U.S. Salaried Pension Plan and the employees no longer accrue Company contribution credits under the plan. Instead, eligible employees receive a 3% annual Company retirement contribution to their 401(k) in addition to the Company’s normal 401(k) match. The non-U.S. plans generally provide pension benefits based on years of service and compensation level.

13



Net periodic benefit costs for the Company’s pension plans include the following components (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net periodic benefit costs:
 

 
 

 
 

 
 

Service cost
$
1.5

 
$
2.1

 
$
4.5

 
$
6.2

Interest cost
4.1

 
3.8

 
12.3

 
11.2

Expected return on assets
(6.6
)
 
(6.6
)
 
(19.9
)
 
(19.7
)
Prior service cost amortization
0.1

 

 
0.4

 
0.3

Actuarial loss amortization
1.1

 
1.2

 
3.3

 
3.5

Net periodic benefit costs
$
0.2

 
$
0.5

 
$
0.6

 
$
1.5

The Company’s general funding policy is to make at least the minimum required contributions as required by applicable regulations, plus any additional amounts that it determines to be appropriate. For the nine months ended April 30, 2019, the Company made required contributions of $1.3 million to its non-qualified U.S. pension plans and $1.0 million to its non-U.S. pension plans. The estimated minimum funding requirement for the Company’s qualified U.S. plans for the plan year ending July 31, 2019 is $3.1 million. In accordance with the Pension Protection Act of 2006, this contribution obligation may be met with existing credit balances that resulted from payments above the minimum obligation in prior years. The Company has sufficient credit balances to meet the minimum obligation for the plan year ending July 31, 2019. During the three months ended April 30, 2019, the Company made discretionary contributions of $8.0 million to the U.S. plans that were designated for the plan year ended July 31, 2018. The Company estimates it will contribute an additional $0.3 million to its non-U.S. pension plans during the remainder of fiscal 2019 based upon the local government prescribed funding requirements. Future estimates of the Company’s required pension plan contributions may change significantly depending on the actual rate of return on plan assets, discount rates and regulatory requirements.
Note 10. Income Taxes
On December 22, 2017, the U.S. Tax Cuts and Jobs Act (TCJA) was enacted into law. The TCJA significantly reforms the Internal Revenue Code of 1986, including but not limited to reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent and moving toward a territorial tax system with a one-time transition tax imposed on previously unremitted foreign earnings and profits.
Staff Accounting Bulletin 118 (SAB 118) includes additional guidance allowing companies to use a measurement period that should not extend beyond one year from the TCJA enactment date to account for the impacts of the law in their financial statements. Effective in the second quarter of fiscal 2019, the Company has completed its accounting for the income tax effects of the TCJA in accordance with SAB 118. There have been no material measurement period adjustments made during the six months ended January 31, 2019 from those amounts recorded and disclosed in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018. If, in the future, Congress or the Department of Treasury provides legislative or regulatory updates, this could change the Company’s accounting for the TCJA in the period of the legislative or regulatory updates.
The Company has made the accounting policy election to treat taxes related to the Global Intangible Low-Taxed Income (GILTI) provision of the TCJA as a current period expense when incurred.
As of April 30, 2019, the gross unrecognized tax benefits were $19.3 million and accrued interest and penalties on these unrecognized tax benefits were $2.2 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. If the Company were to prevail on all unrecognized tax benefits recorded, substantially all of the unrecognized tax benefits would benefit the effective tax rate. With an average statute of limitations of approximately five years, up to $2.0 million of the unrecognized tax benefits could potentially expire in the next 12-month period, unless extended by an audit.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to state and foreign income tax examinations by tax authorities for years before 2010. The United States Internal Revenue Service (IRS) has completed examinations of the Company’s U.S. federal income tax returns through 2016. The Company protested certain IRS proposed material adjustments for fiscal years 2015 and 2016 and entered into the administrative appeals process with the IRS. As previously stated, the Company continues to believe the claims to be without merit and will vigorously defend its position, through litigation if necessary.

14



Note 11. Fair Value Measurements
As of April 30, 2019, the carrying values of cash and cash equivalents, accounts receivables, short-term borrowings and trade accounts payable approximate fair value because of the short-term nature of these instruments. As of April 30, 2019, the estimated fair value of long-term debt with fixed interest rates was $274.0 million compared to its carrying value of $275.0 million. The fair value is estimated by discounting the projected cash flows using the rate at which similar amounts of debt could currently be borrowed. Long-term debt is classified as Level 2 in the fair value hierarchy. The carrying values of long-term debt with variable interest rates of $369.4 million approximate fair value.
Note 12. Shareholders' Equity
The Company’s Board of Directors authorized the repurchase of up to 14.0 million shares of common stock under the Company's stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. During the nine months ended April 30, 2019, the Company repurchased 2.1 million shares for $104.4 million. As of April 30, 2019, the Company had remaining authorization to repurchase 2.4 million shares under this plan. On May 31, 2019, the Company's Board of Directors canceled the existing repurchase authorization and authorized a new purchase authorization of 13.0 million shares of common stock.
On May 31, 2019, the Company's Board of Directors declared a cash dividend in the amount of 21.0 cents per common share, payable June 28, 2019, to shareholders of record as of June 13, 2019.
Note 13. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component for the three months ended April 30, 2019 and 2018 are as follows (in millions):
 
Foreign
Currency
Translation
Adjustment
 
Pension
Benefits
 
Derivative
Financial
Instruments
 
Total
Balance as of January 31, 2019, net of tax
$
(66.6
)
 
$
(80.8
)
 
$
(0.3
)
 
$
(147.7
)
Other comprehensive loss before reclassifications and tax
(11.9
)
 

 
(0.1
)
 
(12.0
)
Tax (expense) benefit

 

 

 

Other comprehensive loss before reclassifications, net of tax
(11.9
)
 

 
(0.1
)
 
(12.0
)
Reclassifications, before tax

 
1.7

 
(0.2
)
 
1.5

Tax (expense) benefit

 
(0.5
)
 
0.1

 
(0.4
)
Reclassifications, net of tax

 
1.2

(1) 
(0.1
)
(2) 
1.1

Other comprehensive (loss) income, net of tax
(11.9
)
 
1.2

 
(0.2
)
 
(10.9
)
Balance as of April 30, 2019, net of tax
$
(78.5
)
 
$
(79.6
)
 
$
(0.5
)
 
$
(158.6
)
 
 
 
 
 
 
 
 
Balance as of January 31, 2018, net of tax
$
(8.4
)
 
$
(94.1
)
 
$
(1.4
)
 
$
(103.9
)
Other comprehensive loss before reclassifications and tax
(23.2
)
 

 
(0.2
)
 
(23.4
)
Tax (expense) benefit

 

 

 

Other comprehensive loss before reclassifications, net of tax
(23.2
)
 

 
(0.2
)
 
(23.4
)
Reclassifications, before tax

 
2.2

 
1.9

 
4.1

Tax expense

 
(0.6
)
 
(0.6
)
 
(1.2
)
Reclassifications, net of tax

 
1.6

(1) 
1.3

(2) 
2.9

Other comprehensive (loss) income, net of tax
(23.2
)
 
1.6

 
1.1

 
(20.5
)
Balance as of April 30, 2018, net of tax
$
(31.6
)
 
$
(92.5
)
 
$
(0.3
)
 
$
(124.4
)
(1)
Primarily includes net amortization of prior service costs and actuarial losses included in net periodic benefit cost (see Note 9) that were reclassified from accumulated other comprehensive loss to operating expenses or cost of sales.
(2)
Relates to foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to other income, net.

15



Changes in accumulated other comprehensive loss by component for the nine months ended April 30, 2019 and 2018 are as follows (in millions):
 
Foreign
Currency
Translation
Adjustment
 
Pension
Benefits
 
Derivative
Financial
Instruments
 
Total
Balance as of July 31, 2018, net of tax
$
(66.1
)
 
$
(82.9
)
 
$
(0.8
)
 
$
(149.8
)
Other comprehensive (loss) income before reclassifications and tax
(12.4
)
 

 
1.0

 
(11.4
)
Tax expense

 

 
(0.3
)
 
(0.3
)
Other comprehensive (loss) income before reclassifications, net of tax
(12.4
)
 

 
0.7

 
(11.7
)
Reclassifications, before tax

 
4.4

 
(0.6
)
 
3.8

Tax (expense) benefit

 
(1.1
)
 
0.2

 
(0.9
)
Reclassifications, net of tax

 
3.3

(1) 
(0.4
)
(2) 
2.9

Other comprehensive (loss) income, net of tax
(12.4
)
 
3.3

 
0.3

 
(8.8
)
Balance as of April 30, 2019, net of tax
$
(78.5
)
 
$
(79.6
)
 
$
(0.5
)
 
$
(158.6
)
 
 
 
 
 
 
 
 
Balance as of July 31, 2017, net of tax
$
(58.8
)
 
$
(95.1
)
 
$
(3.1
)
 
$
(157.0
)
Other comprehensive income before reclassifications and tax
27.2

 

 
1.8

 
29.0

Tax expense

 

 
(0.7
)
 
(0.7
)
Other comprehensive income before reclassifications, net of tax
27.2

 

 
1.1

 
28.3

Reclassifications, before tax

 
4.1

 
2.5

 
6.6

Tax expense

 
(1.5
)
 
(0.8
)
 
(2.3
)
Reclassifications, net of tax

 
2.6

(1) 
1.7

(2) 
4.3

Other comprehensive income, net of tax
27.2

 
2.6

 
2.8

 
32.6

Balance as of April 30, 2018, net of tax
$
(31.6
)
 
$
(92.5
)
 
$
(0.3
)
 
$
(124.4
)
(1)
Primarily includes net amortization of prior service costs and actuarial losses included in net periodic benefit cost (see Note 9) that were reclassified from accumulated other comprehensive loss to operating expenses or cost of sales.
(2)
Relates to foreign currency cash flow hedges that were reclassified from accumulated other comprehensive loss to other income, net.
Note 14. Guarantees
The Company and Caterpillar Inc. equally own the shares of Advanced Filtration Systems Inc. (AFSI), an unconsolidated joint venture, and guarantee certain debt of the joint venture. As of April 30, 2019, AFSI had $38.2 million of outstanding debt, of which the Company guarantees half. In addition, during the three months ended April 30, 2019 and 2018, the Company recorded earnings of $0.4 million and earnings of $0.6 million, respectively, from this equity method investment. During the nine months ended April 30, 2019 and 2018, the Company recorded earnings of $0.1 million and earnings of $1.1 million, respectively, from this equity method investment. During the three months ended April 30, 2019 and 2018, the Company recorded royalty income related to AFSI of $1.5 million and $1.7 million, respectively, in other income, net. During the nine months ended April 30, 2019 and 2018, the Company recorded royalty income related to AFSI of $4.8 million and $5.3 million, respectively, in other income, net.
As of April 30, 2019 and July 31, 2018, the Company had a contingent liability for standby letters of credit totaling $11.2 million and $8.2 million, respectively, that have been issued and are outstanding. The letters of credit guarantee payment to third parties in the event the Company is in breach of contract terms as detailed in each letter of credit. As of April 30, 2019 and July 31, 2018, there were no amounts drawn upon these letters of credit.
Note 15. Commitments and Contingencies
The Company records provisions with respect to identified claims or lawsuits when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and lawsuits are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. The Company believes the recorded estimated liability in its Condensed Consolidated Financial Statements is adequate in light of the probable and estimable outcomes. The recorded liabilities were not

16



material to the Company’s results of operations, liquidity or financial position and the Company believes it is remote that the settlement of any of the currently identified claims or litigation will be materially in excess of what is accrued.
Note 16. Segment Reporting
The Company has identified two reportable segments: Engine Products and Industrial Products. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the Company’s Board of Directors. Corporate and Unallocated includes corporate expenses elected to be non-allocable to the segments, such as interest expense.
The Company has an internal measurement system to evaluate performance and allocate resources. The Company’s manufacturing facilities serve both reporting segments. Therefore, the Company uses an allocation methodology to assign costs and assets to the segments. Segment assets assigned are primarily accounts receivable, inventories, property, plant and equipment and goodwill.
The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report the earnings before income taxes and other financial information shown below.
Segment detail is summarized as follows (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net sales
 
 
 
 
 
 
 
Engine Products segment
$
489.4

 
$
472.3

 
$
1,439.3

 
$
1,356.8

Industrial Products segment
223.4

 
227.7

 
678.6

 
652.7

Total
$
712.8

 
$
700.0

 
$
2,117.9

 
$
2,009.5

 
 

 
 

 
 
 
 
Earnings before income taxes (1)
 
 
 
 
 
 
 
Engine Products segment
$
71.5

 
$
67.3

 
$
188.6

 
$
183.9

Industrial Products segment
32.7

 
34.4

 
101.5

 
95.7

Corporate and Unallocated
(4.7
)
 
(2.7
)
 
(13.7
)
 
(19.5
)
Total
$
99.5

 
$
99.0

 
$
276.4

 
$
260.1

(1)
Prior period amounts have been reclassified to conform with the adoption of ASU 2017-07. Refer to Note 1 for further information on the adoption.
There were no customers that accounted for over 10% of net sales for the three and nine months ended April 30, 2019 or 2018. There were no customers that accounted for over 10% of gross accounts receivable as of April 30, 2019 or July 31, 2018.

17




Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company is a worldwide manufacturer of filtration systems and replacement parts. The Company’s core strengths are leading filtration technology, strong customer relationships and its global presence. Products are manufactured in plants around the world and through three joint ventures.
The Company has two operating segments: Engine Products and Industrial Products. Products in the Engine Products segment consist of replacement filters for both air and liquid filtration applications, air filtration systems, liquid filtration systems for fuel, lube and hydraulic applications, and exhaust and emissions systems. The Engine Products segment sells to original equipment manufacturers (OEMs) in the construction, mining, agriculture, aerospace, defense and truck end markets and to independent distributors, OEM dealer networks, private label accounts and large equipment fleets. Products in the Industrial Products segment consist of dust, fume and mist collectors, compressed air purification systems, gas and liquid filtration for food, beverage and industrial processes, air filtration systems for gas turbines, polytetrafluoroethylene (PTFE) membrane-based products and specialized air and gas filtration systems for applications including hard disk drives and semi-conductor manufacturing. The Industrial Products segment sells to various dealers, distributors, OEMs of gas-fired turbines and OEMs and end users requiring clean filtration solutions and replacement filters.
The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements and Notes included in Item 1 of this report.
Consolidated Results of Operations
Three months ended April 30, 2019 compared with three months ended April 30, 2018
Operating results for the three months ended April 30, 2019 and 2018 are as follows (in millions):
 
Three Months Ended April 30,
 
2019

 
% of sales

 
2018

 
% of sales

Net sales
$
712.8

 
 
 
$
700.0

 
 
Cost of sales
472.1

 
66.2
 %
 
460.2

 
65.7
 %
Gross profit
240.7

 
33.8
 %
 
239.8

 
34.2
 %
Operating expenses
140.7

 
19.7
 %
 
140.2

 
20.0
 %
Operating income
100.0

 
14.0
 %
 
99.6

 
14.2
 %
Interest expense
5.2

 
0.7
 %
 
5.4

 
0.8
 %
Other income, net
(4.7
)
 
(0.7
)%
 
(4.8
)
 
(0.7
)%
Earnings before income taxes
99.5

 
14.0
 %
 
99.0

 
14.1
 %
Income taxes
24.3

 
3.4
 %
 
29.1

 
4.2
 %
Net earnings
$
75.2

 
10.5
 %
 
$
69.9

 
10.0
 %
Net earnings for the three months ended April 30, 2019 were $75.2 million, compared with net earnings of $69.9 million for the three months ended April 30, 2018, an increase of $5.3 million.
Net sales for the three months ended April 30, 2019 were $712.8 million, compared with $700.0 million for the three months ended April 30, 2018, an increase of $12.8 million, or 1.8%. Net sales increased $17.1 million, or 3.6%, in the Engine Products segment and decreased $4.3 million, or 1.9%, in the Industrial Products segment compared with the same period in the prior fiscal year. Refer to the Segment Results of Operations section for further discussion on the Engine Products and Industrial Products segments. Net sales for the three months ended April 30, 2019 were negatively impacted by foreign currency translation, which decreased net sales by $28.9 million compared with the same period in the prior fiscal year.
Cost of sales for the three months ended April 30, 2019 was $472.1 million, compared with $460.2 million for the three months ended April 30, 2018, an increase of $11.9 million, or 2.6%. Gross margin for the current year quarter was 33.8%, compared with 34.2% during the same period in the prior fiscal year. Gross margin was negatively impacted by higher raw materials and supply chain costs, partially offset by pricing benefits.
Operating expenses for the three months ended April 30, 2019 were $140.7 million, compared with $140.2 million for the three months ended April 30, 2018, an increase of $0.5 million, or 0.3%. As a percent of net sales, operating expenses for the

18



current year quarter were 19.7%, compared with 20.0% during the same period in the prior fiscal year. The decrease in operating expenses as a percentage of sales reflects lower incentive compensation expense, partially offset by higher salary and other employee-related expenses.
Other income, net for the three months ended April 30, 2019 was $4.7 million, compared with $4.8 million for the three months ended April 30, 2018, a decrease of $0.1 million. The decrease was primarily due to a decrease in joint venture performance in the current quarter compared with the prior year quarter. Interest expense was $5.2 million for the three months ended April 30, 2019, compared with $5.4 million for the three months ended April 30, 2018, a decrease of $0.2 million, or 4.2%. The decrease is primarily due to a decrease in interest rates of certain variable rate long-term debt in the current year quarter compared with the prior year quarter.
The effective tax rate for the three months ended April 30, 2019 was 24.5%, compared with 29.4% for the three months ended April 30, 2018. The effective tax rate for the three months ended April 30, 2018 included a net discrete tax expense of $0.4 million related to one-time adjustments for the enactment of the TCJA. Excluding the impact of the TCJA adjustments, the effective tax rate for the three months ended April 30, 2018 was 29.0%.
The decrease in the effective tax rate between periods was primarily due to the reduced U.S. corporate tax rate as provided by the TCJA, changes to uncertain tax position reserves and higher excess tax benefits from stock-based compensation. Refer to Note 10 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this report for further discussion of the TCJA.
Nine months ended April 30, 2019 compared with nine months ended April 30, 2018
Operating results for the nine months ended April 30, 2019 and 2018 are as follows (in millions):
 
Nine Months Ended April 30,
 
2019

 
% of sales

 
2018

 
% of sales

Net sales
$
2,117.9

 
 
 
$
2,009.5

 
 
Cost of sales
1,413.4

 
66.7
 %
 
1,326.5

 
66.0
 %
Gross profit
704.5

 
33.3
 %
 
683.0

 
34.0
 %
Operating expenses
420.7

 
19.9
 %
 
414.2

 
20.6
 %
Operating income
283.8

 
13.4
 %
 
268.8

 
13.4
 %
Interest expense
14.7

 
0.7
 %
 
15.7

 
0.8
 %
Other income, net
(7.3
)
 
(0.3
)%
 
(7.0
)
 
(0.3
)%
Earnings before income taxes
276.4

 
13.1
 %
 
260.1

 
12.9
 %
Income taxes
67.3

 
3.2
 %
 
182.2

 
9.1
 %
Net earnings
$
209.1

 
9.9
 %
 
$
77.9

 
3.9
 %
Net earnings for the nine months ended April 30, 2019 were $209.1 million, compared with net earnings of $77.9 million for the nine months ended April 30, 2018, an increase of $131.2 million. Included in net earnings for the prior year period was a provisional tax charge of $110.1 million related to TCJA, which was enacted into law during that period. See Note 10 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report for additional information on the impact of TCJA.
Net sales for the nine months ended April 30, 2019 were $2,117.9 million, compared with $2,009.5 million for the nine months ended April 30, 2018, an increase of $108.4 million, or 5.4%. Net sales increased $82.5 million, or 6.1%, in the Engine Products segment and increased $25.9 million, or 4.0%, in the Industrial Products segment compared with the same period in the prior fiscal year. Refer to the Segment Results of Operations section for further discussion on the Engine Products and Industrial Products segments. Net sales for the nine months ended April 30, 2019 were negatively impacted by foreign currency translation, which decreased net sales by $59.3 million compared with the same period in the prior fiscal year.
Cost of sales for the nine months ended April 30, 2019 was $1,413.4 million, compared with $1,326.5 million for the nine months ended April 30, 2018, an increase of $86.9 million, or 6.6%. Gross margin for the current year period was 33.3%, compared with 34.0% during the same period in the prior fiscal year. Gross margin was negatively impacted by higher raw materials and supply chain costs, combined with an unfavorable mix of sales, partially offset by pricing benefits.
Operating expenses for the nine months ended April 30, 2019 were $420.7 million, compared with $414.2 million for the nine months ended April 30, 2018, an increase of $6.5 million, or 1.6%. As a percent of net sales, operating expenses for the current year quarter were 19.9%, compared with 20.6% during the same period in the prior fiscal year. The decrease in operating expenses as a percentage of sales reflects leverage on increasing sales and lower incentive compensation costs.

19



Other income, net for the nine months ended April 30, 2019 was $7.3 million, compared with $7.0 million for the nine months ended April 30, 2018, an increase of $0.3 million. Lower losses on foreign exchange in the current year compared with the prior year contributed to this increase. Interest expense was $14.7 million for the nine months ended April 30, 2019, compared with $15.7 million for the nine months ended April 30, 2018, a decrease of $1.0 million, or 6.4%. The decrease is primarily due to a decrease in interest rates of certain variable rate long-term debt in the current year compared with the prior year.
The effective tax rate for the nine months ended April 30, 2019 was 24.4%, compared with 70.1% for the nine months ended April 30, 2018. The effective tax rate for the nine months ended April 30, 2019 included a net discrete tax benefit of $0.4 million related to the TCJA one-time adjustments and ongoing TCJA-based global cash optimization initiatives. The effective tax rate for the nine months ended April 30, 2018 included a net discrete tax expense of $110.1 million related to TCJA one-time adjustments. Excluding the impact of the TCJA adjustments, the effective tax rate for the nine months ended April 30, 2019 was 24.5%, compared with 27.7% for the nine months ended April 30, 2018.
The decrease in the effective tax rate between periods was primarily due to the reduced U.S. corporate tax rate as provided by the TCJA and higher excess tax benefits on stock-based compensation, partially offset by other matters related to the TCJA including the repeal of the U.S. manufacturing deduction and a discrete tax expense associated with changes to the deduction for executive compensation. Refer to Note 10 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this report for further discussion of the TCJA.
Segment Results of Operations
Net sales and earnings before income taxes for the Engine Products and Industrial Products segments are summarized as follows (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Net sales:
 
 
 
 
 
 
 
Engine Products segment
$
489.4

 
$
472.3

 
$
1,439.3

 
$
1,356.8

Industrial Products segment
223.4

 
227.7

 
678.6

 
652.7

Total
$
712.8

 
$
700.0

 
$
2,117.9

 
$
2,009.5

 
 
 
 
 
 
 
 
Earnings before income taxes:
 
 
 
 
 
 
 
Engine Products segment
$
71.5

 
$
67.3

 
$
188.6

 
$
183.9

Industrial Products segment
32.7

 
34.4

 
101.5

 
95.7

Corporate and Unallocated (1)
(4.7
)
 
(2.7
)
 
(13.7
)
 
(19.5
)
Total
$
99.5

 
$
99.0

 
$
276.4

 
$
260.1

(1)
Corporate and Unallocated includes corporate expenses determined to be non-allocable to the segments, such as interest expense.
Engine Products Segment
The following is a summary of net sales by product group within the Company's Engine Products segment (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Engine Products segment
 
 
 
 
 
 
 
Off-Road
$
84.8

 
$
89.9

 
$
240.0

 
$
243.8

On-Road
46.9

 
42.2

 
135.6

 
110.7

Aftermarket
327.7

 
315.1

 
980.0

 
927.7

Aerospace and Defense
30.0

 
25.1

 
83.7

 
74.6

Engine Products segment net sales
$
489.4

 
$
472.3

 
$
1,439.3

 
$
1,356.8

 
 
 
 
 
 
 
 
Engine Products segment earnings before income taxes
$
71.5

 
$
67.3

 
$
188.6

 
$
183.9

Net sales for the Engine Products segment for the three months ended April 30, 2019 were $489.4 million, compared with $472.3 million for the three months ended April 30, 2018, an increase of $17.1 million, or 3.6%. Net sales for the Engine Products

20



segment were negatively impacted by foreign currency translation, which decreased net sales by $19.3 million compared with the prior fiscal quarter. The increase in Engine Products sales was driven by increases in Aftermarket of 4.0%, Aerospace and Defense of 19.9% and On-Road of 11.1%, partially offset by a decrease in Off-Road of 5.6%. Within Aftermarket, sales benefited from growth in innovative product categories, including both air and liquid filtration products and increasing equipment utilization. The increase in On-Road sales was driven by favorable conditions for heavy-duty truck production and new program wins in the U.S. The sales increase within Aerospace and Defense was due to strong sales of both new equipment and replacement parts, due in part to order timing from commercial aerospace and defense customers. Market conditions for Off-Road heavy-duty equipment were mixed across the Company’s primary end markets and geographies, reflected in volatility within customer ordering patterns, while sales of innovative products remained strong, particularly in fuel filtration.
Earnings before income taxes for the Engine Products segment for the three months ended April 30, 2019 were $71.5 million, or 14.6% of Engine Products' sales, an increase from 14.2% for the three months ended April 30, 2018. The increase was driven by price increases and operating expense leverage, partially offset by higher raw material costs.
Net sales for the Engine Products segment for the nine months ended April 30, 2019 were $1,439.3 million, compared with $1,356.8 million for the nine months ended April 30, 2018, an increase of $82.5 million, or 6.1%. Net sales for the Engine Products segment were negatively impacted by foreign currency translation, which decreased net sales by $40.5 million compared with the same period in the prior fiscal year. The increase in Engine Products sales was driven by increases in Aftermarket of 5.6%, On-Road of 22.6% and Aerospace and Defense of 12.2%, partially offset by a decrease in Off-Road of 1.6%. Within Aftermarket, sales benefited from favorable market conditions and end-user demand, combined with growth in innovative product categories, including both air and liquid filtration products. The increase in On-Road sales reflects favorable conditions for heavy-duty truck production, primarily in the U.S., combined with benefits from new first-fit program wins in the U.S. and other regions. The sales increase within Aerospace and Defense was due to strong sales of both new equipment and replacement parts, due in part to order timing from commercial aerospace and defense customers. Market conditions for Off-Road heavy-duty equipment were mixed across the Company’s primary end markets and geographies, reflected in volatility within customer ordering patterns, while sales of innovative products remained strong, particularly in fuel filtration and air products.
Earnings before income taxes for the Engine Products segment for the nine months ended April 30, 2019 were $188.6 million, or 13.1% of Engine Products' sales, a decrease from 13.6% for the nine months ended April 30, 2018. The decrease is primarily due to higher raw materials and supply chain costs combined with an unfavorable mix of sales, partially offset by price increases and operating expense leverage on higher sales than the prior year.
Industrial Products Segment
The following is a summary of net sales by product group within the Company's Industrial Products segment (in millions):
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2019

 
2018

 
2019

 
2018

Industrial Products segment:
 
 
 
 
 
 
 
Industrial Filtration Solutions