Business Context and Reporting Period
This Form 8-K is a current report filed by Donaldson Company, Inc. on January 11, 2006. The filing specifically addresses the Donaldson Company, Inc. Employee Stock Ownership and Retirement Savings Plan (the "Plan"). The report details a change in the independent registered public accounting firm for the Plan, effective immediately as of the filing date.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity for Donaldson Company, Inc. or the Plan. The document is strictly procedural regarding the appointment and dismissal of auditors.
Material Changes
- Dismissal of Auditor: The Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the Plan, effective January 11, 2006.
- Appointment of New Auditor: The Audit Committee approved the appointment of Virchow, Krause & Company, LLP as the independent registered public accounting firm for the Plan for the year ended December 31, 2005.
- Continuity for Parent Company: PwC will continue to serve as the independent registered public accounting firm for Donaldson Company, Inc. (the parent company), distinct from the Plan.
Management Commentary, Risks, and Contingencies
The filing states that PwC's reports on the Plan's financial statements for the years ended December 31, 2003, and December 31, 2004, contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles. Furthermore, the Plan had no disagreements with PwC on accounting principles, practices, or auditing procedures during the relevant periods, nor were there any "reportable events" as defined in Regulation S-K. The Plan had no prior consultations with the newly appointed firm, Virchow, Krause & Company, LLP.
Important Facts for Investor Verification
- Verify that the auditor change applies only to the Employee Stock Ownership and Retirement Savings Plan, not the parent company's consolidated financial statements.
- Confirm that PwC's letter to the SEC (Exhibit 16) confirms no disagreements existed regarding the Plan's financial reporting.
- Note that Virchow, Krause & Company, LLP was engaged for the 2005 fiscal year without prior consultation on accounting matters.