97.9% of Donaldson's $830.2 million purchase price is goodwill and intangibles
Fiscal 2026 10-K: the purchase price allocation puts goodwill and intangibles at almost the whole price, and the company wrote that the allocation is still preliminary
aiSwingX™ Editorial · Reviewed
Published
Donaldson Company, Inc. Form 10-K (fiscal 2026, filed 2026-09-25, accession 0000029644-26-000085): consolidated statements of earnings, consolidated balance sheets, consolidated statements of cash flows, Note 2 on acquisitions and equity method investments, Note 6 on goodwill and intangible assets, Note 7 on debt, the Investing Activities, Financing Activities and market risk discussions in MD&A, and the critical audit matter in the auditor's report. Annual figures cross-checked against SEC XBRL Company Facts.
aiSwingX™ analyzes US filings and reports them as news investors can read.
Donaldson (DCI) acquired Filtration Group's Facet Filtration business in an all-cash transaction on May 4, 2026. Cash consideration was $830.2 million. Of that price, the company allocated $587.4 million to goodwill and $225.6 million to intangible assets. Those two come to $813.0 million, or 97.9% of the cash consideration.
In plain terms
Donaldson makes filters for engines and industrial equipment. In May it bought a company in the same business for more than $830 million. Almost all of that price attached not to machinery or buildings but to things with no physical form, such as a customer list and technology. The money was all borrowed, and most of the borrowing carries a rate that moves with the market.
What happened
Donaldson (DCI) is a US company that makes filtration systems for engines and industrial equipment. Its fiscal 2026 year ended on July 31, 2026, and the 10-K was filed on September 25, 2026.
On May 4, 2026 the company acquired 100% of Filtration Group's Facet Filtration business in an all-cash transaction. The purchase price was allocated as follows.
Item
Amount
Cash consideration
$830.2 million
Goodwill
$587.4 million
Intangible assets
$225.6 million
Goodwill + intangibles
$813.0 million
Share of the price
97.9%
What was allocated to the tangible portion of the net assets acquired amounts to 2.1% of the price. The rest went to goodwill and intangibles.
The allocation is still preliminary — and ●● of customer relationships is a critical audit matterSubscribers
The acquisition was funded entirely with debt, at ●●Subscribers
Of ●● in long-term debt, ●● is variable rate, and there is no hedgingSubscribers
Share repurchases fell to a thirdSubscribers
Research and development fell ●● while revenue rose ●●Subscribers
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Companies connected in the filing
Counterparties this filing names directly. Nothing inferred.
AcquisitionFiltration Group
Seller of the Facet Filtration business (Facet (Oklahoma) LLC and Facet Netherlands B.V.), acquired in an all-cash transaction on May 4, 2026.
10-K Note 2, Acquisitions and Equity Method Investments
FAQ
How is the goodwill and intangibles share calculated?
Goodwill is the purchase price less the fair value of the net assets acquired, and intangibles are items such as customer relationships and technology. The company states both amounts, and the free table above places them beside the purchase price.
Is the allocation final?
No. The company wrote that the allocation is preliminary and that any adjustment identified within one year of the acquisition date will be recorded retrospectively to that date. The relevant sentences are in the subscriber section.
Where did the money for the acquisition come from?
The company states the size and the rate of the new borrowing. The balance and rate of each instrument, and the variable-rate share, are set out in a table in the subscriber section.
How is the variable-rate exposure managed?
The company wrote that it had no interest rate hedging agreements in fiscal 2026 or 2025, and it also disclosed the effect on interest expense of a 0.5 percentage point rise in rates. Both sentences are in the subscriber section.
Where can I verify this directly?
Open Donaldson Company, Inc.'s fiscal 2026 Form 10-K (accession 0000029644-26-000085) on SEC EDGAR and read Note 2 on acquisitions, Note 7 on debt, and the critical audit matter in the auditor's report.
How aiSwingX™ wrote this
We read the filing on SEC EDGAR in full — statements, notes, MD&A. Press releases and news are not used as sources.
Every figure is reconciled to its location in the filing and to XBRL data. One mismatch means no publication.
An editor reviews before publication; any later change is recorded in the revision history.
Donaldson Company, Inc. Form 10-K (fiscal 2026, filed 2026-09-25, accession 0000029644-26-000085): consolidated statements of earnings, consolidated balance sheets, consolidated statements of cash flows, Note 2 on acquisitions and equity method investments, Note 6 on goodwill and intangible assets, Note 7 on debt, the Investing Activities, Financing Activities and market risk discussions in MD&A, and the critical audit matter in the auditor's report. Annual figures cross-checked against SEC XBRL Company Facts. · SEC EDGAR · This article is not investment advice. Disclaimer
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aiSwingX™ analyzes US filings and reports them as news investors can read.
