UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2012 OR

☐	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 incorporation or organization)	(I.R.S. Employer 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)

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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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 – 74,463,429 shares as of January 31, 2012.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Thousands of dollars, except share and per share amounts)
(Unaudited)

	Three Months Ended January 31,						Six Months Ended January 31,
	2012			2011			2012			2011
Net sales	$	580,883		$	537,105		$	1,189,178		$	1,074,014
Cost of sales		380,066			347,562			773,427			696,381
Gross margin		200,817			189,543			415,751			377,633
Operating expenses		126,049			122,102			250,656			235,689
Operating income, net		74,768			67,441			165,095			141,944
Interest expense		2,899			2,936			6,069			6,589
Other income, net		(4,550	)		(3,502	)		(9,410	)		(4,609	)
Earnings before income taxes		76,419			68,007			168,436			139,964
Income taxes		22,598			23,428			46,062			42,251
Net earnings	$	53,821		$	44,579		$	122,374		$	97,713

Weighted average shares - basic		75,052,805			77,580,064			75,154,873			77,375,086
Weighted average shares - diluted		76,412,785			78,977,509			76,480,673			78,766,895
Net earnings per share - basic	$	0.72		$	0.57		$	1.63		$	1.26
Net earnings per share - diluted	$	0.70		$	0.56		$	1.60		$	1.24
Dividends paid per share	$	0.150		$	0.130		$	0.300		$	0.255

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars, except share amounts)
(Unaudited)

	January 31, 2012			July 31, 2011
Assets
Current assets
Cash and cash equivalents	$	180,930		$	273,494
Short-term investments		91,385			—
Accounts receivable, less allowance of $6,671 and $6,908		408,462			445,700
Inventories		270,212			271,476
Prepaids and other current assets		78,697			75,912
Total current assets	$	1,029,686		$	1,066,582
Property, plant and equipment, at cost		944,494			945,874
Less accumulated depreciation		(561,537	)		(554,372	)
Property, plant and equipment, net		382,957			391,502
Goodwill		165,745			171,741
Intangible assets, net		49,543			53,496
Other assets		53,458			42,772
Total assets	$	1,681,389		$	1,726,093

Liabilities and shareholders’ equity
Current liabilities
Short-term borrowings	$	92,728		$	13,129
Current maturities of long-term debt		2,356			47,871
Trade accounts payable		190,076			215,918
Other current liabilities		176,030			219,326
Total current liabilities		461,190			496,244
Long-term debt		205,217			205,748
Deferred income taxes		8,000			11,196
Other long-term liabilities		91,569			78,194
Total liabilities		765,976			791,382
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,88,643,194 shares issued		443,216			443,216
Retained earnings		1,027,986			925,542
Stock compensation plans		23,966			24,736
Accumulated other comprehensive income (loss)		(27,988	)		40,027
Treasury stock at cost, 14,089,307 and 13,245,864 shares at January 31, 2012 and July 31, 2011, respectively		(551,767	)		(498,810	)
Total shareholders’ equity		915,413			934,711
Total liabilities and shareholders’ equity	$	1,681,389		$	1,726,093

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)
(Unaudited)

	Six Months Ended January 31,
	2012			2011
Operating Activities
Net earnings	$	122,374		$	97,713
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		30,896			30,478
Changes in operating assets and liabilities		(43,485	)		(19,947	)
Tax benefit of equity plans		(7,576	)		(7,445	)
Stock compensation plan expense		6,440			6,089
Deferred taxes		(4,904	)		5,784
Other, net		(1,547	)		(19,612	)
Net cash provided by operating activities		102,198			93,060

Investing Activities
Net expenditures on property and equipment		(36,349	)		(24,051	)
Purchase of short-term investments		(93,455	)		(66,494	)
Acquisitions and divestitures		—			3,613
Net cash used in investing activities		(129,804	)		(86,932	)

Financing Activities
Purchase of treasury stock		(73,558	)		(6,491	)
Proceeds from settlement of interest rate swap		—			4,710
Repayments of long-term debt		(45,917	)		(5,294	)
Change in short-term borrowings		79,369			(20,670	)
Dividends paid		(22,342	)		(19,542	)
Tax benefit of equity plans		7,576			7,445
Exercise of stock options		9,791			12,113
Net cash used in financing activities		(45,081	)		(27,729	)
Effect of exchange rate changes on cash		(19,877	)		9,236
Decrease in cash and cash equivalents		(92,564	)		(12,365	)
Cash and cash equivalents, beginning of year		273,494			232,000
Cash and cash equivalents, end of period	$	180,930		$	219,635

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A – 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 of America (U.S. 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 presentation have been included and are of a normal recurring nature. Operating results for the three and six month periods ended January 31, 2012 are not necessarily indicative of the results that may be expected for future periods. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2011.

Note B – Short-Term Investments

Classification of the Company’s investments as current or non-current is dependent upon management’s intended holding period, the investment’s maturity date and liquidity considerations based on market conditions. If management intends to hold the investments for longer than one year as of the balance sheet date, they are classified as non-current.

All short-term investments are certificates of deposit and have original maturities in excess of three months but not more than twelve months. There were no short-term investments as of July 31, 2011.

Note C – Inventories

The components of inventory as of January 31, 2012 and July 31, 2011 are as follows (thousands of dollars):


	January 31, 2012		July 31, 2011
Materials	$	112,153	$	110,466
Work in process		34,524		33,917
Finished products		123,535		127,093
Total inventories	$	270,212	$	271,476

As of January 31, 2012 and July 31, 2011, the Company had obsolete inventory reserves of $13.7 million and $14.5 million, respectively.

Note D – Accounting for Stock-Based Compensation

Stock-based employee compensation cost is recognized using the fair-value based method for all awards. The Company determined the fair value of its option awards using the Black-Scholes option pricing model. The following assumptions were used to value the options, including reload options which generally have a shorter contractual life, granted during the six months ended January 31, 2012: range of 1 year to 8 years expected life; expected volatility range of 25.8 percent to 31.9 percent; risk-free interest rate range of 0.10 percent to 1.80 percent; and annual dividend yield of 1.0 percent. The expected life selected for options granted during the period represents the period of time that the options are expected to be outstanding based on the contractual life and historical data of option holder exercise and termination behavior. Expected volatilities are based upon historical volatility of the Company’s stock over a period at least equal to the expected life of each option grant. Option grants are priced at the fair market value of the Company’s stock on the date of grant. The weighted average fair value for options granted during the six months ended January 31, 2012 and 2011 was $18.86 per share and $17.26 per share, respectively. For the three and six months ended January 31, 2012, the Company recorded pretax compensation expense associated with stock options of $4.3 million and $5.1 million, respectively, and recorded $1.6 million and $1.9 million of related tax benefit. For the three and six months ended January 31, 2011, the Company recorded pretax compensation expense associated with stock options of $4.0 million and $4.8 million, respectively, and recorded $1.5 million and $1.8 million of related tax benefit.

The following table summarizes stock option activity during the six months ended January 31, 2012:


	Options Outstanding			Weighted Average Exercise Price
Outstanding at July 31, 2011		4,193,997		$	35.44
Granted		530,164			69.48
Exercised		(525,497	)		22.36
Canceled		(8,078	)		50.40
Outstanding at January 31, 2012		4,190,586			41.36

The total intrinsic value of options exercised during the six months ended January 31, 2012 and 2011 was $22.3 million and $24.9 million, respectively.

The following table summarizes information concerning outstanding and exercisable options as of January 31, 2012:


Range of Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	17 to $25		274,150		0.86	$	17.84		274,150	$	17.84
$	25 to $33		1,288,309		2.73		30.65		1,288,309		30.65
$	33 to $41		807,027		5.68		35.53		801,294		35.54
$	41 to $49		797,904		7.11		43.55		711,208		43.70
$	49 and above		1,023,196		9.17		64.04		204,501		59.46
			4,190,586		5.58		41.36		3,279,462		35.40

At January 31, 2012, the aggregate intrinsic value of options outstanding and exercisable was $126.8 million and $118.7 million, respectively.

As of January 31, 2012, there was $10.9 million of total unrecognized compensation cost related to non-vested stock options granted under the 2001 and 2010 Master Stock Incentive Plans. This unvested cost is expected to be recognized during the remainder of Fiscal Years 2012, 2013, 2014, and 2015.

Note E – Net 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 equivalent shares 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 were greater than the average market price of the Company’s common stock during those periods. For the three and six months ended January 31, 2012, there were 522,186 options and 526,915 options excluded from the diluted net earnings per share calculation, respectively. For the three and six months ended January 31, 2011, there were 495,533 options and 505,396 options excluded from the diluted net earnings per share calculation, respectively.

The following table presents information necessary to calculate basic and diluted net earnings per common share (thousands, except per share amounts):


	Three Months Ended January 31,				Six Months Ended January 31,
	2012		2011		2012		2011
Weighted average shares - basic		75,053		77,580		75,155		77,375
Common share equivalents		1,360		1,398		1,326		1,392
Weighted average shares - diluted		76,413		78,978		76,481		78,767
Net earnings for basic and diluted earnings per share computation	$	53,821	$	44,579	$	122,374	$	97,713
Net earnings per share - basic	$	0.72	$	0.57	$	1.63	$	1.26
Net earnings per share - diluted	$	0.70	$	0.56	$	1.60	$	1.24

Note F – Shareholders’ Equity

The Company reports accumulated other comprehensive income (loss) as a separate item in the shareholders’ equity section of the balance sheet.

Total comprehensive income and its components are as follows (thousands of dollars):


	Three Months Ended January 31,						Six Months Ended January 31,
	2012			2011			2012			2011
Net earnings	$	53,821		$	44,579		$	122,374		$	97,713
Foreign currency translation gain (loss)		(29,143	)		(3,670	)		(63,081	)		32,102
Currency realization upon sale of business		—			(101	)		—			(101	)
Net gain on hedging derivatives, net of deferred taxes		9			389			427			134
Pension and postretirement liability adjustment, net of deferred taxes		9,888			1,444			(5,361	)		1,303
Total comprehensive income	$	34,575		$	42,641		$	54,359		$	131,151

Total accumulated other comprehensive income (loss) and its components at January 31, 2012 and July 31, 2011 are as follows (thousands of dollars):


	January 31, 2012			July 31, 2011
Foreign currency translation adjustment	$	68,618		$	131,699
Net loss on hedging derivatives, net of deferred taxes		807			380
Pension and postretirement liability, net of deferred taxes		(97,413	)		(92,052	)
Total accumulated other comprehensive income (loss)	$	(27,988	)	$	40,027

The Company’s Board of Directors authorized the repurchase of 8.0 million shares of common stock on March 26, 2010. During the three months ended January 31, 2012 the Company did not repurchase any shares. During the six months ended January 31, 2012 the Company repurchased 1,375,513 shares for $73.6 million at an average price of $53.48 per share. As of January 31, 2012, the Company had remaining authorization to repurchase up to 3.7 million shares pursuant to the current authorization.

At the Company’s Annual Meeting of Stockholders on November 18, 2011, the shareholders approved an increase in the number of authorized shares of common stock, par value $5.00, from 120,000,000 to 240,000,000 and the total number of shares of stock which the Company has the authority to issue from 121,000,000 to 241,000,000.

On January 27, 2012, the Company’s Board of Directors declared a cash dividend in the amount of $0.16 per common share, payable to stockholders of record on February 17, 2012. The dividend will be paid on March 9, 2012. On the same date, the Company announced that its Board of Directors also declared a two-for-one stock split effected in the form of a 100 percent stock dividend. The stock split will be distributed March 23, 2012, to stockholders of record as of March 2, 2012. Earnings and dividends declared per share and weighted average shares outstanding are presented in this Form 10-Q before the effect of the 100 percent stock dividend.

Note G – Segment Reporting

The Company has two reportable segments, Engine Products and Industrial Products, that have been identified based on the Company’s internal organization structure, management of operations, and performance evaluation. Corporate and Unallocated includes corporate expenses determined to be non-allocable to the segments and interest income and expense. 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 operating profit and other financial information shown below. Segment detail is summarized as follows (thousands of dollars):


	Engine Products		Industrial Products		Corporate & Unallocated			Total Company
Three Months Ended January 31, 2012:
Net sales	$	370,834	$	210,049	$	—		$	580,883
Earnings before income taxes		48,418		30,597		(2,596	)		76,419

Three Months Ended January 31, 2011:
Net sales	$	331,122	$	205,983	$	—		$	537,105
Earnings before income taxes		44,203		29,127		(5,323	)		68,007

Six Months Ended January 31, 2012:
Net sales	$	764,559	$	424,619	$	—		$	1,189,178
Earnings before income taxes		108,296		64,896		(4,756	)		168,436
Assets		861,191		506,618		313,580			1,681,389

Six Months Ended January 31, 2011:
Net sales	$	664,891	$	409,123	$	—		$	1,074,014
Earnings before income taxes		92,654		59,162		(11,852	)		139,964
Assets		779,080		482,014		334,013			1,595,107

The above table includes $0.7 million of restructuring expenses in the Industrial Products segment for the six months ended January 31, 2011.

There were no Customers over 10 percent of net sales for the three or six months ended January 31, 2012 and 2011. There was one Customer over 10 percent of gross accounts receivable as of January 31, 2012 and 2011.

Note H – Goodwill and Other Intangible Assets

Goodwill is assessed for impairment between annual assessments whenever events or circumstances make it more likely than not that an impairment may have occurred. The Company’s most recent annual impairment assessment for goodwill was completed during the third quarter of Fiscal 2011. The results of this assessment showed that the fair values of the reporting units to which goodwill is assigned continue to exceed the book values of the respective reporting units, resulting in no goodwill impairment. Following is a reconciliation of goodwill for the six months ended January 31, 2012 (thousands of dollars):


	Engine Products			Industrial Products			Total Goodwill
Balance as of July 31, 2011	$	72,966		$	98,775		$	171,741
Foreign exchange translation		(788	)		(5,208	)		(5,996	)
Balance as of January 31, 2012	$	72,178		$	93,567		$	165,745

As of January 31, 2012, other intangible assets were $49.5 million, a $4.0 million decrease from the balance of $53.5 million at July 31, 2011. The decrease in other intangible assets is due to amortization of existing assets of $3.0 million and a $1.0 million decrease due to foreign exchange translation. There were no intangible asset additions during the six months ended January 31, 2012.

Note I – 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 January 31, 2012 the joint venture had $23.0 million of outstanding debt, of which the Company guarantees half. For the three and six months ended January 31, 2012, the Company recorded $0.1 million and $0.8 million of earnings for this equity method investment, respectively. The Company recorded $0.7 million and $0.9 million of earnings for this equity method investment during the three and six months ended January 31, 2011, respectively. During the three and six months ended January 31, 2012 and 2011, the Company also recorded royalty income of $1.5 million and $3.2 million, respectively, and $1.6 million and $3.3 million, respectively, related to AFSI.

At January 31, 2012, the Company had a contingent liability for standby letters of credit totaling $10.9 million 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 insurance contract terms or other commercial contract terms as detailed in each letter of credit. At January 31, 2012, there were no amounts drawn upon these letters of credit.

Note J – Warranty

The Company estimates warranty costs using quantitative measures based on historical warranty claim experience and evaluation of specific Customer warranty issues. Following is a reconciliation of warranty reserves for the six months ended January 31, 2012 and 2011 (thousands of dollars):


	January 31,
	2012			2011
Balance at beginning of year	$	19,720		$	15,707
Accruals for warranties issued during the reporting period		1,826			3,436
Adjustments related to pre - existing warranties (including changes in estimates)		(1,294	)		2,367
Less settlements made during the period		(5,638	)		(4,342	)
Balance at end of period	$	14,614		$	17,168

The prior year increase in warranty accruals was primarily due to two specific warranty matters: one in the Company’s Retrofit Emissions Products group for $2.5 million and one in the Company’s Off-Road Products group for $1.4 million. These warranty accruals were partially offset by supplier recoveries of $1.0 million. These warranty matters are not expected to have a material impact on our results of operations, liquidity or financial position. The settlements made during the six months ended January 31, 2012 were primarily in relation to the two above mentioned matters.

Note K – 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 is a traditional defined benefit pension plan primarily for production employees. The second is a plan for salaried workers 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 international plans generally provide pension benefits based on years of service and compensation level.

Net periodic pension costs for the Company’s pension plans include the following components (thousands of dollars):


	Three Months Ended January 31,						Six Months Ended January 31,
	2012			2011			2012			2011
Net periodic cost:
Service cost	$	3,862		$	4,102		$	7,760		$	8,074
Interest cost		4,848			4,851			9,741			9,661
Expected return on assets		(7,005	)		(6,856	)		(14,058	)		(13,696	)
Transition amount amortization		54			55			111			109
Prior service cost amortization		127			112			255			228
Actuarial loss amortization		1,438			842			2,881			1,652
Net periodic benefit cost	$	3,324		$	3,106		$	6,690		$	6,028

The Company’s general funding policy for its pension plans is to make at least the minimum contributions as required by applicable regulations. Additionally, the Company may elect to make additional contributions up to the maximum tax deductible contribution. For the six months ended January 31, 2012, the Company made contributions of $6.6 million to its non-U.S. pension plans and $0.3 million to its U.S. pension plans. The Company does not currently have any minimum contribution requirements for its U.S. plans, but is planning to make an additional U.S. pension contribution of $15.0 million in Fiscal 2012. The Company currently estimates that it will contribute an additional $2.7 million to its non-U.S. pension plans during the remainder of Fiscal 2012.

Note L – Financial Instruments

The Company uses forward exchange contracts to manage its exposure to fluctuations in foreign exchange rates. The Company enters into forward exchange contracts of generally less than one year to hedge forecasted transactions between its subsidiaries and to reduce potential exposure related to fluctuations in foreign exchange rates for existing recognized assets and liabilities. It also utilizes forward exchange contracts for anticipated intercompany and third-party transactions such as purchases, sales, and dividend payments denominated in local currencies. Forward exchange contracts are designated as cash flow hedges as they are designed to hedge the variability of cash flows associated with the underlying existing recognized or anticipated transactions. Changes in the value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) in shareholders’ equity until earnings are affected by the variability of the underlying cash flows. At that time, the applicable amount of gain or loss from the derivative instrument that is deferred in shareholders’ equity is reclassified to earnings. Effectiveness is measured using spot rates to value both the hedge contract and the hedged item. The excluded forward points, as well as any ineffective portions of hedges, are recorded in earnings through the same line as the underlying transaction. During the first six months of Fiscal 2012, $0.5 million of losses were recorded due to hedge ineffectiveness.

These unrealized losses and gains are reclassified, as appropriate, when earnings are affected by the variability of the underlying cash flows during the term of the hedges. The Company expects to record $0.7 million of net deferred gains from these forward exchange contracts during the next 12 months.

The impact on accumulated other comprehensive income (loss) and earnings from foreign exchange contracts that qualified as cash flow hedges for the six months ended January 31, 2012 and 2011 was as follows (thousands of dollars):


	January 31,
	2012			2011
Net carrying amount at beginning of year	$	241		$	(660	)
Cash flow hedges deferred in other comprehensive income		1,046			(1,078	)
Cash flow hedges reclassified to income (effective portion)		(903	)		1,312
Change in deferred taxes		314			(71	)
Net carrying amount at January 31	$	698		$	(497	)

Note M – Fair Values

It is the Company’s policy to enter into derivative transactions only to the extent true exposures exist; the Company does not enter into derivative transactions for speculative or trading purposes. The Company enters into derivative transactions only with counterparties with high credit ratings. These transactions may expose the Company to credit risk to the extent that the instruments have a positive fair value, but the Company has not experienced any losses, nor does the Company anticipate any material losses.

The following summarizes the Company’s fair value of outstanding derivatives at January 31, 2012 and July 31, 2011, on the Consolidated Balance Sheets (thousands of dollars):


	January 31, 2012		July 31, 2011

Asset derivatives recorded under the caption Prepaids and other current assets
Foreign exchange contracts	$	1,809	$	945

Liability derivatives recorded under the caption Other current liabilities
Foreign exchange contracts	$	1,023	$	1,470

The Company’s derivative financial instruments present certain market and counterparty risks. However, concentration of counterparty risk is mitigated as the Company deals with a variety of major banks worldwide. In addition, only conventional derivative financial instruments are utilized. The Company would not be materially impacted if any of the counterparties to the derivative financial instruments outstanding failed to perform according to the terms of its agreement. At this time, the Company does not require collateral or any other form of securitization to be furnished by the counterparties to its derivative instruments.

The fair values of the Company’s financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price). The fair values are based on inputs other than quoted prices that are observable for the asset or liability. These inputs include foreign currency exchange rates and interest rates. The financial assets and financial liabilities are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are the primary source for forward and spot rate information for both interest rates and currency rates.


	Significant Other Observable Inputs (Level 2)*
	January 31, 2012		July 31, 2011
Forward exchange contracts - net asset (liability) position	$	786	$	(525	)

________________

Inputs to the valuation methodology of level 2 assets include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Note N – 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 reserves in its consolidated financial statements are adequate in light of the probable and estimable outcomes. The recorded liabilities were not material to the Company’s financial position, results of operation, or liquidity, and the Company does not believe that any of the currently identified claims or litigation will materially affect its financial position, results of operation, or liquidity.

The Company has reached a preliminary agreement to settle the class action lawsuits filed in 2008 alleging that 12 filter manufacturers, including the Company, engaged in a conspiracy to fix prices, rig bids, and allocate U.S. Customers for aftermarket automotive filters. The U.S. cases have been consolidated into a single multi-district litigation in the Northern District of Illinois. The Company denies any liability and has vigorously defended the claims raised in these lawsuits. The settlement will fully resolve all claims brought against the Company in the lawsuits and the Company does not admit any liability or wrongdoing. The settlement, which has been accrued for by the Company, is still subject to Court approval and will not have a material impact on the Company’s financial position, results of operations or liquidity.

Note O – Income Taxes

The effective tax rate for the three months and six months ended January 31, 2012 was 29.6 percent and 27.3 percent, respectively. The effective tax rate for the three months and six months ended January 31, 2011 was 34.4 percent and 30.2 percent, respectively. The three months ended January 31, 2011, included a $4.0 million charge related to the reorganization of the Company’s subsidiary holdings to improve the its global business and legal entity structure, partially offset by $0.9 million in tax benefits primarily from the retroactive reinstatement of the Research and Experimentation Credit in the United States. Both the current year and prior year’s six month period include tax benefits due to favorable settlements of tax audits of $4.3 million and $2.7 million, respectively. Without consideration of discrete items, the estimated annual effective tax rate of 30.3 percent is higher than the prior year rate of 29.9 percent mainly due to the mix of earnings between tax jurisdictions.

The Company’s uncertain tax positions are affected by the tax years that are under audit or remain subject to examination by the relevant taxing authorities. The following tax years, in addition to the current year, remain subject to examination, at least for certain issues, by the major tax jurisdictions indicated:


Major Jurisdictions		Open Tax Years
Belgium		2010 through 2011
China		2001 through 2010
France		2009 through 2011
Germany		2009 through 2011
Italy		2003 through 2011
Japan		2009 through 2011
Mexico		2006 through 2010
Thailand		2005 through 2011
United Kingdom		2010 through 2011
United States		2008, 2011

At January 31, 2012, the total unrecognized tax benefits were $17.3 million, and accrued interest and penalties on these unrecognized tax benefits were $1.4 million. The Company recognizes interest accrued 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 about 5 years, up to $3.4 million of the unrecognized tax benefits could potentially reverse in the next 12 month period, unless extended by audit. It is possible that quicker than expected settlement of either current or future audits and disputes would cause additional reversals of previously recorded reserves in the next 12 month period. Currently, the Company has approximately $0.2 million of unrecognized tax benefits that are in dispute with various taxing authorities related to transfer pricing and deductibility of expenses. Quantification of an estimated range and timing of future audit settlements cannot be made at this time.

Note P – Restructuring

The following is a reconciliation of restructuring reserves (in thousands of dollars):


Balance at July 31, 2008	$	—
Accruals for restructuring during the reporting period		17,755
Less settlements made during the period		(13,915	)
Balance at July 31, 2009	$	3,840
Accruals for restructuring during the reporting period		8,023
Less settlements made during the period		(7,724	)
Balance at July 31, 2010	$	4,139
Accruals for restructuring during the reporting period		759
Less settlements made during the period		(4,898	)
Balance at July 31, 2011	$	—

The Company commenced certain restructuring actions in Fiscal 2009 in response to the dramatic downturn in the worldwide economy. The restructuring expenses in the first quarter of Fiscal 2011 include employee severance costs for approximately five employees related to the completion of the Company’s planned restructuring activities. Since then, the Company has not incurred and does not expect to incur additional restructuring charges during the remainder of Fiscal 2012.

Restructuring expense detail for the three and six months ended January 31, 2012 and 2011 is summarized as follows (in thousands):


	Three Months Ended January 31,				Six Months Ended January 31,
	2012		2011		2012		2011
Cost of sales	$	—	$	—	$	—	$	20
Operating expenses		—		—		—		739
Total restructuring expenses	$	—	$	—	$	—	$	759

Note Q – New Accounting Standards

In December 2010, the Financial Accounting Standards Board (FASB) updated the accounting guidance relating to the annual goodwill impairment test. The updated guidance requires companies to perform the second step of the impairment test to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists when the carrying amount of a reporting unit is zero or negative. In considering whether it is more likely than not that goodwill impairment exists, an entity shall evaluate whether there are adverse qualitative factors. The updated guidance was effective for the Company beginning in the first quarter of Fiscal 2012. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In May 2011, the FASB updated the accounting guidance related to fair value measurements. The updated guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (IFRS). The updated guidance is effective for the Company beginning in the third quarter of Fiscal 2012. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB updated the disclosure requirements for comprehensive income. The updated guidance requires companies to disclose the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not affect how earnings per share is calculated or presented. The updated guidance is effective for the Company beginning in the third quarter of Fiscal 2012. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on the Company’s consolidated financial statements.

Note R – Stock Split

On January 27, 2012, the Company announced that its Board of Directors declared a two-for-one stock split effected in the form of a 100 percent stock dividend. The stock split will be distributed March 23, 2012, to shareholders of record as of March 2, 2012. The financial statements and related notes including share and per share information are presented before the effect of this stock dividend. Following is a table that presents proforma earnings per share and weighted average shares outstanding as if the stock split had occurred as of January 31, 2012.


	Three Months Ended January 31,				Six Months Ended January 31,
	2012		2011		2012		2011
Proforma weighted average shares - basic		150,106		155,160		150,310		154,750
Proforma weighted average shares - diluted		152,826		157,956		152,962		157,534
Net earnings as reported	$	53,821	$	44,579	$	122,374	$	97,713
Proforma net earnings per share - basic	$	0.36	$	0.29	$	0.81	$	0.63
Proforma net earnings per share - diluted	$	0.35	$	0.28	$	0.80	$	0.62

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 at 40 plants around the world and through three joint ventures.

The Company has two reporting segments: Engine Products and Industrial Products. Products in the Engine Products segment consist of air filtration systems, exhaust and emissions systems, liquid filtration systems, and replacement filters. The Engine Products segment sells to original equipment manufacturers (OEMs) in the construction, mining, agriculture, aerospace, defense, and truck markets, and to OEM dealer networks, independent distributors, private label accounts, and large equipment fleets. Products in the Industrial Products segment consist of dust, fume, and mist collectors, compressed air purification systems, air filtration systems for gas turbines, PTFE membrane-based products, and specialized air filtration systems for applications including computer hard disk drives. The Industrial Products segment sells to various industrial end-users, OEMs of gas-fired turbines, and OEMs and end-users requiring clean air.

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the condensed Consolidated Financial Statements and Notes thereto and other financial information included elsewhere in this report.

Overview

The Company reported diluted net earnings per share of $0.70 for the second quarter of Fiscal 2012, up from $0.56 in the second quarter of the prior year. Net earnings for the quarter were $53.8 million, compared to $44.6 million in the second quarter of the prior year. The Company reported sales in the second quarter of Fiscal 2012 of $580.9 million, an increase of 8.2 percent from $537.1 million in the second quarter of the prior year. The impact of foreign currency translation decreased reported sales by 0.8 percent in the quarter compared to the prior year quarter.

Sales in the Company’s Engine Products segment increased as new equipment build rates at its global Off-Road and On-Road OEM Customers remained healthy. Within the Company’s Industrial Products’ segment, the sales of their Torit® dust collectors remained strong. Overall, sales in the Company’s Engine and Industrial Products’ segments increased 12.0 percent and 2.0 percent, respectively, from the prior year’s quarter.

Operating margin improved to 12.9 percent compared to 12.6 percent in the prior year quarter as a result of the Company’s ongoing Continuous Improvement initiatives and continued leverage of fixed cost base as sales grow.

Results of Operations

Sales in the U.S. increased $35.6 million or 16.3 percent compared to the second quarter of the prior year. Total international sales increased $8.1 million or 2.5 percent in the second quarter compared to the second quarter of the prior year. Sales in Europe increased $7.0 million or 4.6 percent, sales in Latin America increased $5.6 million or 24.8 percent, and sales in Asia decreased $2.2 million or 1.7 percent, for the second quarter of Fiscal 2012 as compared to the second quarter of the prior year period. The decrease in sales in Asia was driven by the combination of the impact of the floods in Thailand and the moderation in growth in China. Translated at constant exchange rates, total international sales increased 3.9 percent from the same period in the prior year. For the six month period ended January 31, 2012, sales in the U.S. increased $69.8 million or 15.7 percent from the prior year and total international sales increased $45.4 million or 7.2 percent from the prior year.

The impact of foreign currency translation during the second quarter of Fiscal 2012 decreased net sales by $4.2 million, or 0.8 percent from the prior year second quarter. The impact of foreign currency translation on the year-to-date results as of the end of the second quarter of Fiscal 2012 increased net sales by $9.2 million, or 0.9 percent. Worldwide sales for the second quarter of Fiscal 2012, excluding the impact of foreign currency translation, increased 8.9 percent from the second quarter of the prior year and 9.9 percent year-to-date over the prior year. The impact of foreign currency translation decreased net earnings by $0.6 million, or 1.3 percent and increased net earnings by $0.7 million, or 0.8 percent for the three and six month periods ended January 31, 2012, respectively.

Although net sales excluding foreign currency translation and net earnings excluding foreign currency translation are not measures of financial performance under U.S. GAAP, the Company believes they are useful in understanding its financial results. Both measures enable the Company to obtain a clearer understanding of the operating results of its foreign entities without the varying effects that changes in foreign currency exchange rates may have on those results. A shortcoming of these financial measures is that they do not reflect the Company’s actual results under U.S. GAAP. Management does not intend for these items to be considered in isolation or as a substitute for the related U.S. GAAP measures.

Following is a reconciliation to the most comparable U.S. GAAP financial measure of these non-U.S. GAAP financial measures (thousands of dollars):


	Three Months Ended January 31,						Six Months Ended January 31,
	2012			2011			2012		2011
Net sales, excluding foreign currency translation	$	585,085		$	540,594		$	1,179,960	$	1,081,230
Foreign currency translation		(4,202	)		(3,489	)		9,218		(7,216	)
Net sales	$	580,883		$	537,105		$	1,189,178	$	1,074,014

Net earnings, excluding foreign currency translation	$	54,408		$	44,417		$	121,630	$	97,432
Foreign currency translation		(587	)		162			744		281
Net earnings	$	53,821		$	44,579		$	122,374	$	97,713

Gross margin was 34.6 percent for the quarter and 35.0 percent year-to-date, compared to prior year margins of 35.3 percent and 35.2 percent, respectively. The decrease in the quarter was due to lower absorption of fixed costs resulting from the floods in Thailand and from fewer shipping days compared to last year’s second quarter. Higher commodity prices compared to this time last year and the mix of our product sales also had an unfavorable impact to the Company’s gross margin. These decreases were partially offset by cost reductions from the Company’s ongoing Continuous Improvement initiatives.

Purchased raw materials generally represent approximately 60 to 65 percent of the Company’s cost of sales. Of that amount, steel, including fabricated parts, represents approximately 25 percent. Filter media represents approximately 20 percent and the remainder is primarily made up of petroleum based products and other components. The cost the Company paid for steel during the six months ended January 31, 2012, varied by grade, but in aggregate it was up over 10 percent in the United States compared to the previous year quarter with a lesser impact at our other locations. The Company’s cost of filter media also varies by type but it increased approximately 3 to 5 percent in aggregate from the prior year quarter and petroleum based products were generally flat over the prior year quarter. Currently, the market prices for steel and filter media are showing some moderation while petroleum based products have not shown any significant changes. The Company enters into selective supply arrangements with certain of our steel suppliers that allow us to reduce volatility in the Company’s costs. The Company currently has steel purchase arrangements in the United States with durations ranging from three months to six months. Approximately 70 percent of our future United States purchases are subject to three to six month arrangements. The Company believes these arrangements will help keep steel prices fairly stable at current levels through July 2012. The Company does strive to recover or offset all material cost increases through selective price increase to its Customers and the Company’s Continuous Improvement initiatives, which include material substitution, process improvement, and product redesigns.

Operating expenses were $126.0 million for the quarter, up 3.2 percent from $122.1 million in the prior year period. As a percent of sales, operating expenses for the second quarter were 21.7 percent of sales, down from 22.7 percent of sales during the prior year quarter. Operating expenses year-to-date were $250.7 million, or 21.1 percent of sales, compared to $235.7 million, or 21.9 percent of sales, in the prior year. The first quarter of last year included an expense of $1.5 million, net of supplier recoveries, due to a specific Retrofit Emissions Products warranty matter. The prior year six month period included $0.8 million of restructuring charges, versus none in the current year.

Other income for the second quarter of Fiscal 2012 totaled $4.6 million, compared to $3.5 million in the second quarter of the prior year. The increase for the second quarter was driven by an increase in foreign exchange gains of $1.7 million and a $0.5 million increase in interest income. These increases were partially offset by a $0.6 million decrease in income from unconsolidated affiliates, a $0.4 million decrease in royalty income, and other miscellaneous net expenses of $0.2 million. Year-to-date other income totaled $9.4 million compared to $4.6 million reported in the prior year. The increase was driven by a $0.8 million increase in interest income, and an increase in foreign exchange gains of $4.0 million.

Operations by Segment

Following is financial information for the Company’s Engine Products and Industrial Products segments. Corporate and Unallocated includes corporate expenses determined to be non-allocable to the segments, and interest income and expense. Segment detail is summarized as follows (thousands of dollars):


	Engine Products		Industrial Products		Corporate & Unallocated			Total Company
Three Months Ended January 31, 2012:
Net sales	$	370,834	$	210,049	$	—		$	580,883
Earnings before income taxes		48,418		30,597		(2,596	)		76,419

Three Months Ended January 31, 2011:
Net sales	$	331,122	$	205,983	$	—		$	537,105
Earnings before income taxes		44,203		29,127		(5,323	)		68,007

Six Months Ended January 31, 2012:
Net sales	$	764,559	$	424,619	$	—		$	1,189,178
Earnings before income taxes		108,296		64,896		(4,756	)		168,436
Assets		861,191		506,618		313,580			1,681,389

Six Months Ended January 31, 2011:
Net sales	$	664,891	$	409,123	$	—		$	1,074,014
Earnings before income taxes		92,654		59,162		(11,852	)		139,964
Assets		779,080		482,014		334,013			1,595,107

Following are net sales by product category within the Engine Products and Industrial Products segments (thousands of dollars):


	Three Months Ended January 31,				Six Months Ended January 31,
	2012		2011		2012		2011
Engine Products segment:
Off-Road Products	$	87,035	$	73,852	$	181,143	$	146,498
On-Road Products		39,376		28,747		82,001		57,802
Aftermarket Products*		214,070		199,891		440,967		401,758
Retrofit Emissions Products		4,651		4,908		9,288		8,255
Aerospace and Defense Products		25,702		23,724		51,160		50,578
Total Engine Products segment		370,834		331,122		764,559		664,891

Industrial Products segment:
Industrial Filtration Solutions Products		132,041		123,430		265,440		242,783
Gas Turbine Products		37,011		34,871		72,592		70,376
Special Applications Products		40,997		47,682		86,587		95,964
Total Industrial Products segment		210,049		205,983		424,619		409,123

Total Company	$	580,883	$	537,105	$	1,189,178	$	1,074,014

________________

*	Includes replacement part sales to the Company’s OEM Engine Products Customers.

Engine Products Segment For the second quarter of Fiscal 2012, worldwide Engine Products sales were $370.8 million, an increase of 12.0 percent from $331.1 million in the second quarter of the prior year. Sales in the U.S. increased by 13.5 percent compared to the same period in the prior year and international sales increased by 10.6 percent as discussed below. The impact of foreign currency translation during the second quarter of Fiscal 2012 decreased sales by $3.3 million, or 1.0 percent. Earnings before income taxes as a percentage of sales of 13.1 percent decreased from 13.3 percent in the prior year period. The decrease in earnings before income taxes as a percentage of sales for the current fiscal quarter was driven by a less favorable product sales mix, which was partially offset by savings from the Company’s ongoing Continuous Improvement initiatives. Year-to-date worldwide net sales were $764.6 million, an increase of 15.0 percent from $664.9 million in the prior year. International Engine Products sales increased 15.3 percent and sales in the United States increased 14.7 percent from the prior year on a year-to-date basis. The impact of foreign currency translation on the year-to-date results as of the end of the second quarter of Fiscal 2012 increased sales by $4.6 million, or 0.7 percent. Year-to-date earnings before income taxes as a percentage of Engine Products segment sales of 14.2 percent increased from 13.9 percent in the prior year. The percentage earnings improvement for the six months ended January 31, 2012, was driven by better absorption of fixed costs due to improved volumes and ongoing Continuous Improvement initiatives, partially offset by a less favorable product mix compared to prior year periods.

Worldwide sales of Off-Road Products in the current quarter were $87.0 million, an increase of 17.8 percent from $73.9 million in the second quarter of the prior year. U.S. sales of Off-Road Products increased 19.8 percent. International sales were up 16.6 percent from the second quarter of the prior year with increases in Europe and Asia of 21.8 percent and 16.5 percent, respectively. Year-to-date worldwide Off-Road Products sales totaled $181.1 million, an increase of 23.6 percent from $146.5 million in the prior year. Year-to-date sales of Off-Road Products increased 22.0 percent in the United States and increased 24.7 percent internationally over the prior year. For the three and six months ended January 31, 2012, the sales increases were driven by higher demand for agriculture and mining equipment, due to higher commodity prices, and improved sales of heavy construction equipment, which was due to increased global infrastructure spending, especially in the developing economies.

Worldwide sales of On-Road Products in the current quarter were $39.4 million, an increase of 37.0 percent from $28.7 million in the second quarter of the prior year. International On-Road Products sales increased by 10.5 percent, driven by an increase in sales of 15.1 percent in Asia, while sales in Europe remained relatively flat. Sales increased in the U.S. by 59.3 percent over the prior year quarter. Year-to-date worldwide On-Road Products sales totaled $82.0 million, an increase of 41.9 percent from $57.8 million in the prior year. International On-Road Products sales increased 20.8 percent from the prior year on a year-to-date basis. On-Road Products sales in the United States increased 59.8 percent from the prior year on a year-to-date basis. For the three and six months ended January 31, 2012, the sales increases were a result of an increase in North American Customer truck build rates, higher content per truck, and a slightly higher market share. In general, the industry is experiencing higher truck build rates. According to published industry data, North American class 8 truck build rates increased 69.0 percent and medium duty truck build rates increased 29.8 percent over the prior year quarter.

Worldwide sales of Aftermarket Products in the second quarter were $214.1 million, an increase of 7.1 percent from $199.9 million in the second quarter of the prior year. U.S. Aftermarket Products sales increased 4.7 percent. International sales were up 9.2 percent from the prior year quarter, primarily a result of increased sales in Europe of 16.1 percent which was offset by a slight decrease of 0.6 percent in Asia. Year-to-date worldwide Aftermarket Products sales totaled $441.0 million, an increase of 9.8 percent from $401.8 million in the prior year. Year-to-date Aftermarket Products sales increased 7.4 percent in the United States and 11.7 percent internationally over the prior year. For the three and six months ended January 31, 2012, the sales increases in the U.S. and internationally were attributable to improved On-Road and Off-Road equipment utilization rates from a year ago, the Company’s increased distribution and market share growth, and the continued increase in the percentage of equipment in the field that uses the Company’s proprietary filtration systems. These increases were slightly offset by softness in the Chinese economy which began in the second quarter of Fiscal 2012 as well as fewer shipping days due to the Chinese New Year holiday falling in the second quarter of this year compared to the third quarter in the prior year.

Sales of Retrofit Emissions Products in the second quarter were $4.7 million, a decrease of 5.3 percent from $4.9 million in the second quarter of the prior year. The Company’s Retrofit Emissions Products sales are solely in the U.S. Year-to-date Retrofit Emissions Products sales were $9.3 million, an increase of 12.5 percent compared to $8.3 million in the prior year. Challenges still remain in the supply chain for certain components which have impacted the Company’s sales.

Worldwide sales of Aerospace and Defense Products were $25.7 million, an increase of 8.3 percent from $23.7 million in the second quarter of the prior year. Internationally, sales of Aerospace and Defense Products decreased 8.3 percent over the prior year. Sales in the United States increased 13.8 percent over the prior year as a result of improvements in Aerospace Products demand which was offset by a continued slowdown in U.S. military activity. Year-to-date, worldwide Aerospace and Defense Products sales totaled $51.2 million, an increase of 1.2 percent from $50.6 million in the prior year. Year-to-date sales of Aerospace and Defense Products increased 1.9 percent in the United States and decreased 1.5 percent internationally over the prior year.

Industrial Products Segment For the current quarter, worldwide sales in the Industrial Products segment were $210.0 million, an increase of 2.0 percent from $206.0 million in the second quarter of the prior year. Second quarter international Industrial Products sales were down 6.9 percent compared to the same period in the prior year, while sales in the U.S. increased by 24.1 percent. The impact of foreign currency translation during the second quarter decreased sales by $0.9 million, or 0.4 percent. Earnings before income taxes as a percentage of sales for the second quarter of Fiscal 2012 of 14.6 percent increased from 14.1 percent in the prior year period. The earnings percentage increase for the second quarter was negatively impacted by lower sales and higher costs as a result of the floods in Thailand but were more than offset by better leverage of fixed costs and lower operating expenses. Year-to-date worldwide net sales were $424.6 million, up 3.8 percent from $409.1 million in the prior year. International Industrial Products sales decreased 2.5 percent and sales in the United States increased 18.5 percent from the prior year on a year-to-date basis. The impact of foreign currency translation on the year-to-date results increased sales by $4.6 million, or 1.1 percent. Year-to-date earnings before income taxes as a percentage of Industrial Products segment sales of 15.3 percent increased from 14.5 percent in the prior year. The improvement in earnings as a percentage of sales over the prior year for the three and six months ended January 31, 2012, was driven by better leverage of fixed operating costs, better plant utilization, and better execution on larger projects, which was partially offset by the impact of the floods in Thailand. In addition, the Industrial Products segment did not incur any restructuring expenses year-to-date as compared to $0.7 million in the prior year.

Worldwide sales of Industrial Filtration Solutions Products in the current quarter were $132.0 million, an increase of 7.0 percent from $123.4 million in the prior year. International sales increased 3.2 percent from the prior year period, with Asia sales increasing 7.1 percent and Europe sales remaining stable, partially offset by a decrease in South Africa. Sales in the U.S. increased 14.9 percent from the prior year quarter. The increased sales were due to increased manufacturing activity, higher investment in capital equipment by manufacturers, and the continued strengthening of replacement filter sales due to increased utilization of existing equipment. North American general industrial activity remained strong. Year-to-date worldwide sales of Industrial Filtration Solutions were $265.4 million, up 9.3 percent from $242.8 million in the prior year. International Industrial Filtration Solutions sales increased 5.5 percent from the prior year on a year-to-date basis. Sales in the United States increased 17.3 percent from the prior year on a year-to-date basis. Overall, for the three and six months ended January 31, 2012, the Company continued to experience improved market conditions for its Industrial Filtration Solutions. The increased sales were due to a rebound in demand for industrial dust collectors, compressed air purification systems, and replacement parts. The externally published durable goods index in the United States increased 9.9 percent during the second quarter of Fiscal 2012 as compared to last year.

Worldwide sales of the Company’s Gas Turbine Products in the second quarter were $37.0 million, an increase of 6.1 percent compared to sales of $34.9 million in the prior year quarter. Gas Turbine Products sales are typically large systems and, as a result, the Company’s shipments and revenues fluctuate from period to period. Slightly lower shipments of large air filtration systems were offset by an increase in aftermarket sales for replacement filters in the quarter. Year-to-date worldwide Gas Turbine Products sales were $72.6 million, an increase of 3.1 percent from $70.4 million in the prior year. While sales remained stable at lower rates for our large Gas Turbine Products, overall sales were boosted by additional demand for smaller systems and replacement filters for the six months ended January 31, 2012.

Worldwide sales of Special Application Products were $41.0 million in the second quarter of Fiscal 2012, a decrease of 14.0 percent from $47.7 million in the prior year quarter. International sales decreased by 19.7 percent from the prior year period. Sales increased in the United States by 38.2 percent. The international sales decline was due to a decrease in the Company’s hard disk drive filter sales as a result of the flooding in Thailand in the second half of calendar 2011. The Company’s hard disk drive facility in Thailand is located outside of the flood plain and was not flooded. However, production at the Company’s hard disk drive facilities in Thailand and China was reduced in response to a slowdown in demand from the Company’s hard disk drive Customers due to shortages of other critical drive components in their supply chains. In aggregate, Customer demand has improved and should be back to pre-flood levels over the next few months as Customer supply chains continue to recover from the impact of flooding. These sales decreases were slightly offset by increased sales in some of the Company’s product lines serving the membrane and venting end markets. Year-to-date worldwide Special Application Products sales were $86.6 million, a decrease of 9.8 percent from $96.0 million in the prior year.

Liquidity and Capital Resources

During the current fiscal year, $102.2 million of cash was generated from operating activities, compared with $93.1 million in the first six months of the prior year. The prior year operating cash flows had significant increases in accounts payable due to heavy purchasing volumes at that time, whereas the current year saw a decrease in accounts payable as the purchasing has stabilized to more normal levels.

The Company’s inventory balance was $270.2 million as of January 31, 2012 as compared to $271.5 million as of July 31, 2011. Excluding the impact of foreign exchange fluctuations, inventories increased $11.4 million. This increase was a result of our expansion of distribution capabilities in developing regions as well as gas turbine projects that are being constructed but are not yet ready for shipment, resulting in increases in our inventory balances in local currencies.

In the first six months of Fiscal 2012, operating cash flows, cash on hand, and a $79.4 million increase in short-term borrowings were used to repurchase 1,375,513 million shares of the Company’s common stock for $73.6 million, to make $45.9 million of long-term debt repayments, to make $36.3 million in capital investments, and to pay $22.3 million in dividends. In addition, $93.5 million of cash on hand was invested in short-term investments. For additional information regarding share repurchases see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”

At the end of the second quarter, the Company held $180.9 million in cash and cash equivalents, down from $273.5 million at July 31, 2011. Short-term debt totaled $92.7 million, up from $13.1 million at July 31, 2011. The amount of unused lines of credit as of January 31, 2012 was approximately $460.0 million. Current maturities of long-term debt of $2.4 million at quarter end decreased from $47.9 million at July 31, 2011 as a result of two principal payments, one for $30.0 million on an unsecured senior note and the second payment of $15.5 million for a guaranteed senior note. Long-term debt of $205.2 million at January 31, 2012 decreased from $205.7 million at July 31, 2011. Long-term debt represented 18.3 percent of total long-term capital, defined as long-term debt plus total shareholders’ equity, compared to 18.0 percent at July 31, 2011.

Nearly all of the Company’s cash and cash equivalents are held by its foreign subsidiaries as over half of the Company’s earnings occur outside the U.S. These funds are considered permanently reinvested outside the U.S. The Company believes the cash generated from U.S. operations is sufficient for the U.S cash needs. If additional cash were required for the Company’s operations in the U.S. and cash were repatriated from foreign subsidiaries, it may be subject to additional U.S. taxes.

The Company’s general funding policy for its pension plans is to make at least the minimum contributions as required by applicable regulations. Additionally, the Company may elect to make additional contributions up to the maximum tax deductible contribution. For the six months ended January 31, 2012, the Company made contributions of $6.6 million to its non-U.S. pension plans and $0.3 million to its U.S. pension plans. The Company does not currently have any minimum contribution requirements for its U.S. plans. The Company is planning to make an additional U.S. pension contribution of $15.0 million in Fiscal 2012. The Company currently estimates that it will contribute an additional $2.7 million to its non-U.S. pension plans during the remainder of Fiscal 2012.

The following table summarizes the Company’s contractual obligations as of January 31, 2012 (in thousands):


			Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long-term debt obligations	$	201,646	$	—	$	101,646	$	—	$	100,000
Capital lease obligations		1,065		508		557		—		—
Interest on long-term debt obligations		43,106		11,222		16,814		10,960		4,110
Operating lease obligations		26,506		11,223		12,209		2,450		624
Purchase obligations ⁽¹⁾		270,555		263,910		5,638		972		35
Pension and deferred compensation ⁽²⁾		78,608		5,125		10,552		10,280		52,651
Total ⁽³⁾	$	621,486	$	291,988	$	147,416	$	24,662	$	157,420

________________

(1)	Purchase obligations consist primarily of inventory, tooling, contract employment services, and capital expenditures. The Company’s purchase orders for inventory are based on expected Customer demand, and quantities and dollar volumes are subject to change.

(2)	Pension and deferred compensation consists of long-term pension liabilities and salary and bonus deferrals elected by certain executives under the Company’s deferred compensation plan. Deferred compensation balances earn interest based on a treasury bond rate as defined by the plan (10 year treasury bond STRIP rate plus two percent for deferrals prior to January 1, 2011 and 10 year treasury bond rates for deferrals after December 31, 2010) and approved by the Human Resources Committee of the Board of Directors, and are payable at the election of the participants.

(3)	In addition to the above contractual obligations, the Company may be obligated for additional cash outflows of $18.7 million of potential tax obligations, including accrued interest and penalties. The payment and timing of any such payments is affected by the ultimate resolution of the tax years that are under audit or remain subject to examination by the relevant taxing authorities.

The Company has approximately $460.0 million of unused lines of credit as of January 31, 2012. Of these, the most significant is a five-year, multi-currency revolving facility with a group of banks under which the Company may borrow up to $250 million. This facility expires on April 2, 2013. As of January 31, 2012, there was $80.0 million of borrowings under this facility. The multi-currency revolving facility contains debt covenants specifically related to maintaining a certain interest coverage ratio and a certain leverage ratio as well as other covenants that under certain circumstances can restrict the Company’s ability to incur additional indebtedness, make investments and other restricted payments, create liens, and sell assets. As of January 31, 2012, the Company was in compliance with all such covenants. The Company expects to remain in compliance with these covenants.

Certain note agreements contain debt covenants related to limitations on indebtedness and interest expense. As of January 31, 2012, the Company was in compliance with all such covenants. The Company expects to remain in compliance with these covenants.

The Company believes that, collectively, the present capital resources, internally generated funds and unused financing sources are adequate to meet cash requirements for the next 12-month period, as the Company expects to continue to generate positive cash flows from operations.

During the quarter, credit availability in the global credit markets was stable and market interest rates remained low. The Company has assessed the implications of these factors on its current business and believes that its financial resources are sufficient to continue financing its operations for the next 12 months. There can be no assurance, however, that the cost or availability of future borrowings will not be impacted by future capital market disruptions.

The Company does not have any off-balance sheet arrangements, with the exception of the guarantee of 50 percent of certain debt of its joint venture, Advanced Filtration Systems Inc., as further discussed in Note I of the Company’s Notes to Condensed Consolidated Financial Statements.

Critical Accounting Policies

There have been no material changes to the Company’s critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended July 31, 2011.

Outlook


	•	The Company is forecasting its total Fiscal 2012 sales to be between $2.45 and $2.55 billion, or up about 7 to 12 percent from the prior year. The Company’s current forecast is based on forecasted rates for the Euro at US$1.32 and 76 Yen to the US$.

	•	The Company is forecasting its full year operating margin to be 13.7 to 14.5 percent.

	•	The full year Fiscal 2012 tax rate is projected to be between 27 and 30 percent.

	•	The Company projects that cash generated by operating activities will be between $250 and $280 million. Capital spending is estimated to be approximately $85 million.

Engine Products Segment – The Company is forecasting full year Engine Product sales to increase 8 to 12 percent, including the impact of foreign currency translation.


	•	The Company anticipates sales to its Off-Road and On-Road OEM Customers to remain strong in the second half of FY12. The Company also expects to continue to benefit from increased market share on its Customers’ new Tier IV equipment platforms.

	•	Aftermarket Products’ sales are expected to increase moderately based on current utilization rates for both off-road equipment and on-road heavy trucks. The Company also expects to benefit as it continues to expand in the emerging economies and from the increasing number of systems installed in the field with the Company’s proprietary filtration systems, including PowerCore®.

	•	The Company expects Aerospace and Defense Products sales to be level with the prior year as the continued slowdown in military spending is anticipated to be offset by increased commercial aerospace sales

Industrial Products Segment – The Company forecasts full year Industrial Product sales to increase 7 to 11 percent, including the impact of foreign currency translation.


	•	Industrial Filtration Solutions’ sales are projected to increase 7 to 11 percent with the continuing improvement in general manufacturing activity in the U.S., stable conditions in Europe, and improving conditions in Asia.

	•	The Company anticipates that its Gas Turbine Products’ sales will be up 18 to 22 percent due to the recent strengthening in the large turbine power generation market and ongoing strength in the oil and gas market segment.

	•	Special Applications Products’ sales are projected to be level with the prior year as growth in the membrane and venting product sales should offset the second quarter reduction in the disk drive filter sales related to the floods in Thailand.

SAFE HARBOR STATEMENT UNDER THE SECURITIES REFORM ACT OF 1995

The Company, through its management, may make forward-looking statements reflecting the Company’s current views with respect to future events and financial performance. These forward-looking statements, which may be included in reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), in press releases and in other documents and materials as well as in written or oral statements made by or on behalf of the Company, are subject to certain risks and uncertainties, including those discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended July 31, 2011, which could cause actual results to differ materially from historical results or those anticipated. The words or phrases “will likely result,” “are expected to,” “will continue,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “forecast” and similar expressions are intended to identify forward-looking statements within the meaning of Section 21e of the Exchange Act and Section 27A of the Securities Act of 1933, as amended, as enacted by the Private Securities Litigation Reform Act of 1995 (PSLRA). In particular, the Company desires to take advantage of the protections of the PSLRA in connection with the forward-looking statements made in this Quarterly Report on Form 10-Q, including those contained in the “Outlook” section of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. In addition, the Company wishes to advise readers that the factors listed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended July 31, 2011, as well as other factors, could affect the Company’s performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed. These factors include, but are not limited to, risks associated with: world economic factors and the ongoing economic uncertainty, the reduced demand for hard disk drive products with the increased use of flash memory, the potential for some Customers to increase their reliance on their own filtration capabilities, currency fluctuations, commodity prices, political factors, the Company’s international operations, highly competitive markets, governmental laws and regulation, including the impact of the various economic stimulus and financial reform measures, the implementation of our new information technology systems, potential global events resulting in market instability including financial bailouts and defaults of sovereign nations, political changes, military and terrorist activities, health outbreaks, natural disasters, such as the recent floods in Thailand, and other factors included in Item 1A of the Company’s Annual Report on Form 10-K for the year ended July 31, 2011. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the reported market risk of the Company since July 31, 2011. See further discussion of these market risks in the Company’s Annual Report on Form 10-K for the year ended July 31, 2011.

Item 4. Controls and Procedures


	(a)	Evaluation of Disclosure Controls and Procedures: As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

	(b)	Changes in Internal Control over Financial Reporting: No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) identified in connection with such evaluation during the fiscal quarter ended January 31, 2012, has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 reserves in its consolidated financial statements are adequate in light of the probable and estimable outcomes. Any recorded liabilities were not material to the Company’s financial position, results of operation, or liquidity, and the Company does not believe that any of the currently identified claims or litigation will materially affect its financial position, results of operation, or liquidity.

Item 1A. Risk Factors

There are inherent risks and uncertainties associated with our global operations that involve the manufacturing and sale of products for highly demanding Customer applications throughout the world. These risks and uncertainties could adversely affect our operating performances or financial condition. The “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended July 31, 2011, includes a discussion of these risks and uncertainties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

The following table sets forth information in connection with purchases made by, or on behalf of, the Company or any affiliated purchaser of the Company, of shares of the Company’s common stock during the quarterly period ended January 31, 2012.


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
November 1 - November 30, 2011		2,025	$	64.67		—		3,655,079
December 1 - December 31, 2011		7,642	$	67.15		—		3,655,079
January 1 - January 31, 2012		10,836	$	69.52		—		3,655,079
Total		20,503	$	68.16		—		3,655,079

________________

(1)

On March 26, 2010, the Company announced that the Board of Directors authorized the repurchase of up to 8.0 million shares of common stock. This repurchase authorization, which is effective until terminated by the Board of Directors, replaced the existing authority that was authorized on March 31, 2006. There were no repurchases of common stock made outside of, or under, the Company’s current repurchase authorization during the quarter ended January 31, 2012. However, the “Total Number of Shares Purchased” column of the table above includes 20,503 previously owned shares tendered by option holders in payment of the exercise price of options during the quarter. While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under equity-based awards to cover the withholding taxes due as a result of exercising stock options or payment of equity-based awards.

Item 6. Exhibits

	3-A – Restated Certificate of Incorporation of Registrant as currently in effect

	*3-B – Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Registrant, dated as of March 3, 2006 (Filed as Exhibit 3-B to Form 10-Q Report for the Second Quarter ended October 31, 2006)

	*3-C – Amended and Restated Bylaws of Registrant (as of January 30, 2009) (Filed as Exhibit 3-C to Form 10-Q Report for the Second Quarter ended April 30, 2009)

	4 – *

	*4-A – Preferred Stock Amended and Restated Rights Agreement between Registrant and Wells Fargo Bank, N.A., as Rights Agent, dated as of January 27, 2006 (Filed as Exhibit 4.1 to Form 8-K Report filed February 1, 2006)

	31-A – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31-B – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32 – Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101 – The following information from the Donaldson Company, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2012 as filed with the Securities and Exchange Commission, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.

________________

*	Exhibit has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference as an exhibit.

**	Pursuant to the provisions of Regulation S-K Item 601(b)(4)(iii)(A) copies of instruments defining the rights of holders of certain long-term debts of the Company and its subsidiaries are not filed and in lieu thereof the Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request.

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 thereunto duly authorized.

	DONALDSON COMPANY, INC.
	(Registrant)

Date: March 1, 2012		By:	/s/ William M. Cook
			William M. Cook
			Chairman, President and
			Chief Executive Officer
			(duly authorized officer)



Date: March 1, 2012	By:			/s/ James F. Shaw
				James F. Shaw
				Vice President,
				Chief Financial Officer
				(principal financial officer)



Date: March 1, 2012	By:			/s/ Melissa A. Osland
				Melissa A. Osland
				Corporate Controller
				(principal accounting officer)

Exhibit 3-A

RESTATED CERTIFICATE OF INCORPORATION

OF

DONALDSON COMPANY, INC.

FIRST. The name of this corporation is “DONALDSON COMPANY, INC.”

SECOND. The registered office of the corporation in the State of Delaware is 4305 Lancaster Pike, City of Wilmington, County of New Castle; and the name of its registered agent at such address is Corporation Service Company.

THIRD. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any and all of the things herein mentioned as fully and to the same extent as natural persons might or could do, viz.:

To manufacture, buy, sell, distribute, market and in any manner deal in and with, as manufacturer, jobber, distributor, agent, or otherwise, air cleaners for gas engines, spark-arresting mufflers, breathers, crank-case ventilating systems, all kinds of automotive and mechanical devices, accessories, appliances, parts, tools, products and supplies, and all kinds of products, articles, and things used or useful in connection with automobiles, tractors, trucks, buses, motorcycles, motor vehicles of any kind, boats, airplanes, or airships.

To carry on a general manufacturing and jobbing business and any business incidental thereto or useful in connection therewith.

To purchase, lease, hire or otherwise acquire real and personal property, improved and unimproved, of every kind and description and to sell, dispose of, lease, convey and mortgage said property, or any part thereof; to acquire, hold, lease, manage, operate, develop, control, build, erect, maintain for the purpose of said corporation, construct, reconstruct or purchase, either directly or through ownership of stock in any corporation, any lands, buildings, offices, stores, warehouses, mills, shops, factories, plants, machinery, rights, easements, permits, privileges, franchises and licenses, and all other things which may at any time be necessary or convenient for the purposes of the corporation; to sell, lease, hire or otherwise dispose of the lands, buildings or other property of the corporation, or any part thereof.

To purchase or otherwise acquire, hold, use, sell, or in any manner dispose of and to grant licenses or other rights therein and in any manner deal with patents, inventions, improvements, processes, formulas, trade-marks, trade-names, rights and licenses secured under letters patent, copyrights or otherwise; to enter into any and all license agreements and to pay royalties thereunder.

To subscribe or cause to be subscribed for, and to purchase and otherwise acquire, hold, sell, assign, transfer, mortgage, pledge, exchange, distribute and otherwise dispose of the whole

or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, good will, rights, assets and property of any and every kind or any part thereof of any other corporation or corporations, association or associations, now or hereafter existing and whether created by the laws of the State of Delaware, or of any other State, Territory or Country, and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while owners of any of said shares of capital stock to exercise all the rights, powers and privileges of ownership of every kind and description including the right to vote thereon, with power to designate some person for that purpose from time to time to the same extent as natural persons might or could do.

To manufacture, purchase, lease or otherwise acquire, hold, own, repair, mortgage, pledge or otherwise hypothecate, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise, and real, personal and mixed property of every class and description, wherever situate; and in particular lands, buildings, business concerns and undertakings, book debts and claims, and any interest in real or personal property, and any claims against such property, or against any person or company, and to carry on any business, concern or undertaking so acquired.

To acquire the good will, rights and property and to undertake the whole or any part of the assets and liabilities, of any person, firm, association or corporation; to pay for the same in cash, the stock of this company, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

To borrow money from and to lend money to any other corporation, or any firm, association, or individual, including corporations in which this corporation is interested as a stockholder or otherwise.

To enter into, make and perform contracts of every kind for any lawful purpose, without limit as to amount, with any person, firm, association or corporation, town, city, county, state, territory or government.

To draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, debentures and other negotiable or transferable instruments.

To issue bonds, debentures or obligations and to secure the same by mortgage, pledge, deed of trust or otherwise.

To purchase, hold and reissue the shares of its capital stock.

To carry on any or all of its operations and business and to promote its objects within the State of Delaware or elsewhere, without restriction as to place or amount.

To carry on any other business in connection therewith.

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To do all and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes, or the attainment of any one or more of the objects herein enumerated or incidental to the powers herein named, or which shall at any time appear conducive or expedient for the protection or benefit of the corporation.

To do any or all of the things herein set forth to the same extent as natural persons might or could do and in any part of the world, as principals, agents, contractors, trustees or otherwise, alone or in company with others.

The foregoing clauses shall be construed both as objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation, and are in furtherance of, and in addition to, and not in limitation of the general powers conferred by the laws of the State of Delaware.

It is the intention that the purposes, objects and powers specified in this Article Third and all sub-divisions thereof shall, except as otherwise expressly provided, in nowise be limited or restricted by reference to or inference from the terms of any other clause or paragraph of this article, and that each of the purposes, objects and powers specified in this Article Third shall be regarded as independent purposes, objects and powers.

FOURTH. The total number of shares of stock of all classes which the Corporation shall have authority to issue is 121,000,000 divided into 1,000,000 shares of Preferred Stock of the par value of $1.00 each and 120,000,000 shares of Common Stock of the par value of $5.00 each.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each class of stock are as follows:

The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, subject to the limitations prescribed by law and in accordance with the provisions hereof, including (but without limiting the generality thereof) the following:

(a) The designation of the series and the number of shares to constitute the series.

(b) The dividend rate of the series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of stock, and whether such dividends shall be cumulative or non-cumulative.

(c) Whether the shares of the series shall be subject to redemption by the corporation and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption.

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(d) The terms and amount of any sinking fund provided for the purchase or redemption of the shares of the series.

(e) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of the corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange.

(f) The extent, if any, to which the holders of the shares of the series shall be entitled to vote with respect to the election of directors or otherwise.

(g) The restrictions, if any, on the issue or reissue of any additional Preferred Stock.

(h) The rights of the holders of the shares of the series upon the dissolution, liquidation, or winding up of the corporation.

Subject to the prior or equal rights, if any, of the Preferred Stock of any and all series stated and expressed by the Board of Directors in the resolution or resolutions providing for the issuance of such Preferred Stock, the holders of Common Stock shall be entitled (i) to receive dividends when and as declared by the Board of Directors out of any funds legally available therefor, (ii) in the event of any dissolution, liquidation or winding up of the corporation, to receive the remaining assets of the corporation, ratably according to the number of shares of Common Stock held, and (iii) to one vote for each share of Common Stock held. No holder of Common Stock shall have any pre-emptive right to purchase or subscribe for any part of any issue of stock or of securities of the corporation convertible into stock of any class whatsoever, whether now or hereafter authorized.

FIFTH. The minimum amount of capital with which it will commence business is one Thousand Dollars ($1,000.00).

SIXTH. The name and place of residence of each of the incorporators are as follows:

NAME		RESIDENCE

S.L. MACKEY		WILMINGTON, DELAWARE
J. SKRIVAN		WILMINGTON, DELAWARE
M. C. PALMATARY		WILMINGTON, DELAWARE

SEVENTH. The existence of this corporation is to be perpetual.

EIGHTH. The private property of the stockholders of this corporation shall not be subject to the payment of corporate debts to any extent whatever.

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NINTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized:

To make, alter, amend and repeal the by-laws;

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to alter or abolish any such reserve; to authorize and cause to be executed mortgages and liens upon the property and franchises of this corporation.

To designate, by resolution passed by a majority of the whole board, one or more committees, each to consist of two or more directors, which committees, to the extent provided in such resolution or in the by-laws of the corporation, shall have and may exercise any or all of the powers of the board of directors in the management of the business and affairs of this corporation and have power to authorize the seal of this corporation to be affixed to all papers which may require it.

From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of this corporation, or any of them other than the stock ledger, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by law or authorized by resolution of the directors or of the stockholders.

To sell, lease or exchange all of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose.

Directors need not be elected by ballot.

TENTH. In the absence of fraud, no contract or transaction between this corporation and any other association or corporation shall be affected by the fact that any of the directors or officers of this corporation are interested in or are directors or officers of such other association or corporation, and any director or officer of this corporation individually may be a party to, or may be interested in, any such contract or transaction of this corporation; and no such contract or transaction of this corporation with any person or persons, firm, association or corporation shall be affected by the fact that any director or officer of this corporation is a party to, or interested in, such contract or transaction, or in any way connected with such person or persons, firm, association or corporation; and each and every person who may become a director or officer of this corporation is hereby relieved from any liability that might otherwise exist from thus contracting with this corporation for the benefit of himself or any person, firm, association or corporation in which he may be in any way interested; provided, however, that in any such case the fact of such interests shall be disclosed to the other directors or stockholders acting upon or in reference to such contract or transaction.

ELEVENTH. This corporation may in its By-Laws make any other provision or requirements for the management or conduct of the business of this corporation, provided the

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same be not inconsistent with the provisions of this certificate or contrary to the laws of the State of Delaware, or of the United States.

TWELFTH. This corporation reserves the right to amend, alter, change, add to or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon officers, directors, and stockholders herein are granted subject to this reservation. Any action required or permitted to be taken by the stockholders of this corporation must be effected at an annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.

THIRTEENTH.

1. In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in paragraph 2 of this Article Thirteenth:

(a) any merger, consolidation or share exchange of the corporation or any Subsidiary (as hereinafter defined) with any Interested Stockholder (as hereinafter defined) or any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger, consolidation or share exchange would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $10,000,000 or more; or

(c) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $5,000,000 or more; or

(d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(e) any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder;

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shall require the affirmative vote of the holders of at least 75% of the then outstanding shares of capital stock of the corporation entitled to vote in the election of directors (the “Voting Stock”), voting together as a single class (each share of Voting Stock having the number of votes granted to it pursuant to Article Fourth of this Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

The term “Business Combination” as used in this Article Thirteenth shall mean any transaction which is referred to in any one or more of sub-paragraphs (a) through (e) of this paragraph 1.

2. The provisions of paragraph 1 of this Article Thirteenth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if all of the conditions specified in either of the following sub-paragraphs (a) or (b) are met:

(a) The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

(b) All of the following conditions shall have been met:

(i) The aggregate amount of cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any share of Common Stock acquired by it within the two year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or in the transaction in which it became an Interested Stockholder, whichever is higher, after giving effect to any appropriate adjustment for stock dividends, stock splits and similar recapitalizations.

(ii) The aggregate amount of cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class of outstanding Preferred Stock (as hereinafter defined) shall be at least equal to the higher of (A) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Preferred Stock acquired by it (i) within the two-year period immediately prior to the Announcement Date or (ii) in the transaction in which it became an Interested Stockholder, whichever is higher; or (B) the highest preferential amount per share to which the holders of shares of such class of Preferred

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Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, regardless of whether the Business Combination to be consummated constitutes such an event. The provisions of this sub-paragraph (b)(ii) shall be required to be met with respect to every class of outstanding Preferred Stock, whether or not the Interested Stockholder has previously acquired any shares of a particular class of Preferred Stock.

(iii) The consideration to be received by holders of a particular class of outstanding Voting Stock shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

(iv) A Proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed by the Company to public stockholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

3. For the purposes of this Article Thirteenth.

(a) “Person” shall mean any individual, firm, corporation or other entity.

(b) “Interested Stockholder” shall mean any person (other than the corporation or any Subsidiary) who:

(i) is the beneficial owner (as hereinafter defined) of more than 10% of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of 10% or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not

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involving a public offering within the meaning of the Securities Act of 1933.

(i) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

(d) For the purposes of determining whether a person is an Interested Stockholder pursuant to sub-paragraph (b) of this paragraph 3, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of sub-paragraph (c) of this paragraph 3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(e) “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on August 13, 1985.

(f) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in sub-paragraph (b) of this paragraph 3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.

(g) The term “Disinterested Director” means any member of the Board of Directors of the corporation (the “Board”) who is unaffiliated with the Interested Stockholder and was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

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(h) The term “Fair Market Value” means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of Disinterested Directors.

(i) The term “Preferred Stock’ shall mean the Preferred Stock, Preference Stock and Cumulative Preferred Stock and any other class of preferred stock which may from time to time be authorized in or by the Certificate of Incorporation of the Corporation and which by the terms of its issuance is specifically designated “Preferred Stock” for purposes of this Article Thirteenth.

(j) In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash” as used in sub-paragraphs (b)(i) and (ii) of paragraph 2 of this Article Thirteenth shall include the shares of Common Stock and/or the shares of any other class of Voting Stock retained by the holders of such shares.

4. Nothing contained in this Article Thirteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

5. A majority of the Disinterested Directors shall have the power to interpret all of the terms and provisions of this Article Thirteenth and to make any other factual determination as is necessary.

6. Notwithstanding any other provisions of this Certificate of Incorporation, the By-Laws of the corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the corporation), the affirmative vote of the holders of 75% or more of the shares of Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Thirteenth; provided, however, that this paragraph 6 shall not apply to, and such 75% vote shall not be required for, any amendment, repeal or adoption unanimously recommended by the Board of Directors if all such directors are persons who would be eligible to serve as Disinterested Directors within the meaning of this Article Thirteenth.

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FOURTEENTH. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damage for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Dated:	November 23, 2004	/s/ Norman C. Linnell

		Norman C. Linnell Vice President and Secretary

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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

* * * * *

Donaldson Company, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 18th day of February, 2005.

	/s/ Norman C. Linnell
	Norman C. Linnell
	Vice President, General Counsel and Secretary

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DONALDSON COMPANY, INC.

The undersigned hereby certifies that, at a meeting of the stockholders of Donaldson Company, Inc., a Delaware corporation, duly called and held on November 18, 2011, the amendment to its Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, and that such amendment has not been subsequently modified or rescinded:

RESOLVED , that the first paragraph of Article FOURTH of the Certificate of Incorporation of Donaldson Company, Inc. shall be deleted in its entirety and replaced with the following:

“The total number of shares of stock of all classes which the Corporation shall have authority to issue is 241,000,000 divided into 1,000,000 shares of Preferred Stock of the par value of $1.00 each and 240,000,000 shares of Common Stock of the par value of $5.00 each.”

IN WITNESS WHEREOF , I have executed this certificate this 30 ^th day of January 2012.

	/s/ Norman C. Linnell
	Norman C. Linnell
	Secretary

Exhibit 31A

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William M. Cook, certify that:

I have reviewed this quarterly report on Form 10-Q of Donaldson Company, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 1, 2012	/s/ William M. Cook
	William M. Cook
	Chief Executive Officer

Exhibit 31B

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James F. Shaw, certify that:

I have reviewed this quarterly report on Form 10-Q of Donaldson Company, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 1, 2012	/s/ James F. Shaw
	James F. Shaw
	Chief Financial Officer

Exhibit 32

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Form 10-Q for the quarter ended January 31, 2012 for Donaldson Company, Inc.:

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William M. Cook, Chief Executive Officer of Donaldson Company, Inc., certify that:


	1.	The Form 10-Q of Donaldson Company, Inc. for the quarter ended January 31, 2012, (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Donaldson Company, Inc.


Date: March 1, 2012	/s/ William M. Cook
	William M. Cook
	Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, James F. Shaw, Chief Financial Officer of Donaldson Company, Inc., certify that:

	1.	The Form 10-Q of Donaldson Company, Inc. for the quarter ended January 31, 2012, (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Donaldson Company, Inc.


Date: March 1, 2012	/s/ James F. Shaw
	James F. Shaw
	Chief Financial Officer