Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 OCTOBER 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _________________.

Commission File Number 1-7891

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)


Delaware						41-0222640
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1400 West 94th Street

Minneapolis, Minnesota 55431

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 887-3131

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	DCI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 28, 2023, 120,135,723 shares of the registrant’s common stock, par value $5.00 per share, were outstanding.

PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

(Unaudited)


	Three Months Ended October 31,
	2023		2022
Net sales	$	846.3	$	847.3
Cost of sales	545.4		560.1
Gross profit	300.9		287.2
Selling, general and administrative	155.0		149.2
Research and development	21.3		18.7
Operating expenses	176.3		167.9
Operating income	124.6		119.3
Interest expense	5.5		4.5
Other income, net	(3.8)		(1.8)
Earnings before income taxes	122.9		116.6
Income taxes	30.8		29.4
Net earnings	$	92.1	$	87.2

Weighted average shares – basic	120.9		122.6
Weighted average shares – diluted	122.6		123.9

Net earnings per share – basic	$	0.76	$	0.71
Net earnings per share – diluted	$	0.75	$	0.70

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three Months Ended October 31,
	2023		2022
Net earnings	$	92.1	$	87.2
Other comprehensive loss:
Foreign currency translation loss	(37.6)		(40.1)
Pension liability adjustment, net of deferred taxes of $(0.2) and $(0.4), respectively	1.0		1.2
Derivatives:
Gain on hedging derivatives, net of deferred taxes of $(0.1) and $(1.1), respectively	0.1		3.4
Reclassifications of gain on hedging derivatives to net earnings, net of taxes of $(0.2) and $(0.6), respectively	0.7		1.2
Total derivatives	0.8		4.6

Net other comprehensive loss	(35.8)		(34.3)
Comprehensive income	$	56.3	$	52.9

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

(Unaudited)


	October 31, 2023		July 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	217.8	$	187.1

Accounts receivable, less allowances of $5.8 and $8.3, respectively	582.5		599.7
Inventories, net	429.6		418.1
Prepaid expenses and other current assets	83.2		81.1
Total current assets	1,313.1		1,286.0
Property, plant and equipment, net	642.3		652.9

Goodwill	469.3		481.1
Intangible assets, net	181.7		188.1

Other long-term assets	162.2		162.4
Total assets	$	2,768.6	$	2,770.5

Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	74.6	$	34.1
Current maturities of long-term debt	210.2		125.0
Accounts payable	324.9		304.9
Accrued employee compensation and related taxes	110.2		119.4

Deferred revenue	26.0		25.3
Income taxes payable	45.5		32.3
Dividend payable	—		30.4
Other current liabilities	91.2		85.0
Total current liabilities	882.6		756.4
Long-term debt	366.6		496.6
Non-current income taxes payable	56.8		56.5
Deferred income taxes	27.4		32.3

Other long-term liabilities	99.1		108.0
Total liabilities	1,432.5		1,449.8




Stockholders’ equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized, none issued	—		—
Common stock, $5.00 par value, 240,000,000 shares authorized, 151,643,194 shares issued	758.2		758.2
Additional paid-in capital	25.6		24.8
Retained earnings	2,180.2		2,087.8

Accumulated other comprehensive loss	(208.3)		(172.5)
Treasury stock, 31,140,923 and 30,528,696 shares, respectively, at cost	(1,419.6)		(1,377.6)
Total stockholders’ equity	1,336.1		1,320.7
Total liabilities and stockholders’ equity	$	2,768.6	$	2,770.5

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Three Months Ended October 31,
	2023		2022
Operating Activities
Net earnings	$	92.1	$	87.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	24.3		22.4

Deferred income taxes	(4.6)		(3.4)
Stock-based compensation expense	10.5		9.7
Other, net	(0.2)		4.5
Changes in operating assets and liabilities	15.9		(2.2)

Net cash provided by operating activities	138.0		118.2

Investing Activities
Purchases of property, plant and equipment	(23.2)		(28.1)



Net cash used in investing activities	(23.2)		(28.1)

Financing Activities


Proceeds from long-term debt	35.0		—
Repayments of long-term debt	(73.8)		(40.0)
Change in short-term borrowings	41.5		(3.3)

Purchase of treasury stock	(53.3)		(45.7)
Dividends paid	(30.2)		(28.2)
Exercise of stock options and other	1.9		4.4


Net cash used in financing activities	(78.9)		(112.8)
Effect of exchange rate changes on cash	(5.2)		(9.6)
Increase (decrease) in cash and cash equivalents	30.7		(32.3)
Cash and cash equivalents, beginning of period	187.1		193.3
Cash and cash equivalents, end of period	$	217.8	$	161.0

Supplemental Cash Flow Information

Income taxes paid	$	21.9	$	19.8
Interest paid	$	6.6	$	5.4
Supplemental Disclosure of Non-Cash Operating and Investing Transactions
Accrued property, plant and equipment additions	$	15.9	$	14.7

Leased assets obtained in exchange for new operating lease liabilities	$	4.4	$	2.4

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions)

(Unaudited)


	Three Months Ended October 31, 2023 and 2022
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance as of July 31, 2023	$	758.2	$	24.8	$	2,087.8	$	(172.5)	$	(1,377.6)	$	1,320.7
Net earnings					92.1						92.1
Other comprehensive loss							(35.8)				(35.8)
Treasury stock acquired									(53.7)		(53.7)
Dividends declared					0.1						0.1
Stock compensation and other activity			0.8		0.2				11.7		12.7
Balance as of October 31, 2023	$	758.2	$	25.6	$	2,180.2	$	(208.3)	$	(1,419.6)	$	1,336.1













Balance as of July 31, 2022	$	758.2	$	17.0	$	1,845.7	$	(205.6)	$	(1,282.1)	$	1,133.2
Net earnings					87.2						87.2
Other comprehensive loss							(34.3)				(34.3)
Treasury stock acquired									(45.7)		(45.7)
Dividends declared					0.1						0.1
Stock compensation and other activity			5.2		(0.2)				9.3		14.3
Balance as of October 31, 2022	$	758.2	$	22.2	$	1,932.8	$	(239.9)	$	(1,318.5)	$	1,154.8

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Donaldson Company, Inc. and its subsidiaries (the Company) have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of earnings, comprehensive income, financial position, cash flows and changes in stockholders’ equity have been included and are of a normal recurring nature. Operating results for the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for future periods. The year-end Condensed Consolidated Balance Sheet information was derived from the Company’s Audited Consolidated Financial Statements but does not include all disclosures required by GAAP. For further information, refer to the Audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and all its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The Company’s joint ventures are not majority-owned and are accounted for under the equity method.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

New Significant Accounting Standard Recently Adopted

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The Company adopted ASU 2021-08 in the first quarter of fiscal 2024 and will apply this guidance to all future business combinations. The adoption did not have an impact on its Condensed Consolidated Financial Statements.

New Significant Accounting Standards Not Yet Adopted

The Company considers the applicability and impact of the FASB’s ASUs issued but not yet adopted.

In October 2023, FASB issued ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which modifies the disclosure or presentation requirements of various FASB topics in the Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-K becomes effective, with early adoption prohibited. The Company does not expect adoption of this standard will have a material impact on its financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair values; it also requires additional disclosures, including the nature and remaining duration of such restrictions. The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted. This ASU is applicable to the Company’s fiscal year beginning in the first quarter of fiscal 2025. The Company does not expect adoption of this standard will have a material impact on its financial statements.

Note 2. Acquisitions

Univercells Technologies (UTEC)

In the fourth quarter of fiscal 2023, the Company acquired UTEC, headquartered in Nivelles, Belgium, for cash consideration of €134.6 million, or $147.2 million, net of cash acquired. UTEC is a global producer of innovative biomanufacturing solutions for cell and gene therapy research, development and commercial manufacturing. UTEC is reported within the Company’s Life Sciences segment. The Company assigned the fair values to the net assets acquired resulting in $95.8 million for goodwill and $52.5 million for intangible assets, the amortization of which is not deductible for tax purposes, resulting in a deferred tax liability of $13.1 million and a deferred tax asset of $7.0 million. Net working capital was a net liability of $0.9 million; there were $6.6 million of other non-current assets and $0.7 million of other non-current liabilities. The purchase price allocation for this acquisition is preliminary pending the outcome of the final valuation of the net assets acquired. Net sales of UTEC were immaterial to the Consolidated Statements of Earnings for the three months ended October 31, 2023. Management expects to finalize the purchase accounting by the fourth quarter of fiscal 2024.

Isolere Bio, Inc. (Isolere)

In the third quarter of fiscal 2023, the Company acquired Isolere, headquartered in Durham, North Carolina, for cash consideration of $62.4 million, net of cash acquired. Isolere develops reagents and accompanying filtration processes used for the purification and streamlined manufacturing of biopharmaceuticals. Isolere is reported within the Company’s Life Sciences segment. The Company assigned the fair values to the net assets acquired resulting in $28.2 million for goodwill and $44.5 million for intangible assets, the amortization of which is not deductible for tax purposes, resulting in a deferred tax liability of $10.9 million. Net working capital was a net liability of $0.4 million; there were $1.2 million of other non-current assets and $0.2 million other non-current liabilities. Purchase accounting was finalized in the first quarter of fiscal 2024. Net sales of Isolere were immaterial to the Condensed Consolidated Statements of Earnings for the three months ended October 31, 2023.

Purchase Price Summary

The components of the above acquisitions, net of cash acquired in fiscal 2023, as of each acquisition date were as follows (in millions):


	2023
Intangible assets:
Technology	$	84.9
Trademarks and tradenames	8.2

Customer relationships	1.2
Non-competition agreements	2.7

Intangible assets acquired	97.0
Tangible assets, net	10.4
Assets acquired, net	107.4
Goodwill	124.0
Aggregate purchase price	231.4
Add deferred tax asset	7.0
Less deferred tax liability	(24.0)

Less cash acquired	(4.8)
Acquisitions, net of cash acquired	$	209.6

Note 3. Revenue

The Company recognizes revenue on a wide range of filtration solutions sold to customers in many industries around the globe. Most of the Company’s performance obligations within customer sales contracts are for manufactured filtration systems and replacement parts. The Company also performs limited services and installation. Customer contracts may include multiple performance obligations and the transaction price is allocated to each distinct performance obligation based on its relative standalone selling price.

Revenue Disaggregation

Net sales, generally disaggregated by location where the customer’s order was placed, were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
U.S. and Canada	$	381.5	$	375.2
Europe, Middle East and Africa (EMEA)	234.4		226.7
Asia Pacific (APAC)	140.0		150.7
Latin America (LATAM)	90.4		94.7
Total net sales	$	846.3	$	847.3

See Note 18 for net sales disaggregated by segment and business unit.

Contract Assets and Liabilities

The satisfaction of performance obligations and the resulting recognition of revenue typically correspond with billing of the customer. In limited circumstances, the customer may be billed at a time later than when revenue is recognized, resulting in contract assets, which are reported in other current assets on the Condensed Consolidated Balance Sheets. Contract assets were $11.9 million and $13.3 million as of October 31, 2023 and July 31, 2023, respectively. In other limited circumstances, the customer may make a payment at a time earlier than when revenue is recognized and prior to the satisfaction of performance obligations, resulting in contract liabilities, which are reported in deferred revenue on the Condensed Consolidated Balance Sheets. Contract liabilities were $26.0 million and $25.3 million as of October 31, 2023 and July 31, 2023, respectively.

The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year is not significant. None of the Company’s contracts contained a significant financing component.

Note 4. Inventories, Net

The components of inventories, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Raw materials	$	154.9	$	155.1
Work in process	57.2		50.9
Finished products	217.5		212.1
Total inventories, net	$	429.6	$	418.1

Note 5. Property, Plant and Equipment, Net

The components of property, plant and equipment, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Land	$	28.8	$	29.3
Buildings	438.0		430.8
Machinery and equipment	997.6		989.0
Computer software	141.8		142.0
Construction in progress	83.3		107.7
Less accumulated depreciation	(1,047.2)		(1,045.9)
Total property, plant and equipment, net	$	642.3	$	652.9

Note 6. Goodwill and Intangible Assets

Goodwill

The Company allocates goodwill to reporting units within its Mobile Solutions, Industrial Solutions and Life Sciences segments. There were no dispositions or impairment charges recorded during the three months ended October 31, 2023 and 2022. Goodwill is assessed for impairment annually during the third quarter of the fiscal year, or more frequently if events or changes in circumstances indicate the asset may be impaired. The Company performed its annual impairment assessment during the third quarter of fiscal 2023 and did not record any impairment as a result of this assessment.

Goodwill by reportable segment was as follows (in millions):



	Mobile Solutions Segment		Industrial Solutions Segment		Life Sciences Segment		Total
Balance as of July 31, 2023	$	25.5	$	289.1	$	166.5	$	481.1
Purchase price adjustments	—		—		(1.1)		(1.1)

Foreign currency translation	(0.1)		(5.6)		(5.0)		(10.7)
Balance as of October 31, 2023	$	25.4	$	283.5	$	160.4	$	469.3

Intangible Assets

Intangible assets preliminarily recognized from the UTEC acquisition were $52.5 million, of which $43.2 million was technology with an 18 year useful life, $6.7 million was trademarks with a 10 year useful life, $1.4 million was non-competition agreements with a 2 year useful life and $1.2 million was customer relationships with a 20 year useful life.

There was a foreign currency translation loss of $3.2 million and $2.1 million for the three months ended October 31, 2023 and 2022, respectively.

Intangible asset classes were as follows (in millions):


	Three Months Ended October 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.6	$	105.5	$	(65.9)	$	39.6
Patents	18.7	33.4		(6.7)		26.7
Trademarks	8.8	15.6		(4.2)		11.4
Technology	17.1	115.4		(14.4)		101.0
Non-compete agreements	3.0	3.9		(0.9)		3.0
Total intangible assets		$	273.8	$	(92.1)	$	181.7


	Twelve Months Ended July 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.8	$	107.8	$	(65.6)	$	42.2
Patents	18.9	33.4		(6.3)		27.1
Trademarks	9.0	15.9		(3.9)		12.0
Technology	17.2	116.3		(12.9)		103.4
Non-compete agreements	3.1	4.0		(0.6)		3.4
Total intangible assets		$	277.4	$	(89.3)	$	188.1

Intangible asset amortization expense was $4.0 million and $2.5 million for the three months ended October 31, 2023 and 2022, respectively. Amortization expense is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings.

Note 7. Long-Term Debt

As of October 31, 2023, there was $437.5 million available and $55.0 million outstanding on the Company’s $500.0 million unsecured revolving credit facility that expires on May 21, 2026.

Certain debt agreements contain financial covenants related to interest coverage and leverage ratios, as well as other non-financial covenants. As of October 31, 2023, the Company was in compliance with all such covenants.

Note 8. Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The U.S. Internal Revenue Service has completed examinations of the Company’s U.S. federal income tax returns through fiscal 2019. With few exceptions, the Company is no longer subject to state and foreign income tax examinations by tax authorities for years before fiscal 2018.

As of October 31, 2023, gross unrecognized tax benefits were $15.1 million and accrued interest and penalties on these unrecognized tax benefits were $1.9 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income taxes in the Condensed Consolidated Statements of Earnings. The Company estimates within the next 12 months it is reasonably possible its uncertain tax positions could decrease by as much as $4.0 million due to lapses in statutes of limitation. The statutes of limitation periods for the Company’s various tax jurisdictions range from two years to 10 years.

The Company believes it is remote that any adjustment necessary to the reserve for income taxes over the next 12 months will be material. However, it is possible the ultimate resolution of audits or disputes may result in a material change to the reserve for income taxes, although the quantification of such potential adjustments cannot be made at this time.

Note 9. Earnings Per Share

Basic net earnings per share (EPS) is computed by dividing net earnings by the weighted average number of outstanding common shares. Diluted net EPS is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options and other stock incentive plans.

Basic and diluted net EPS calculations were as follows (in millions, except per share amounts):


	Three Months Ended October 31,
	2023		2022
Net earnings	$	92.1	$	87.2

Weighted average common shares outstanding
Weighted average common shares – basic	120.9		122.6
Dilutive impact of stock-based awards	1.7		1.3
Weighted average common shares – diluted	122.6		123.9

Net EPS – basic	$	0.76	$	0.71
Net EPS – diluted	$	0.75	$	0.70
Impact of potentially anti-dilutive stock options excluded from net EPS calculation	—		1.7

Note 10. Stockholders’ Equity

Share Repurchases

In May 2019, the Company’s Board of Directors authorized the repurchase of up to 13.0 million shares of common stock under the Company’s stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. During the three months ended October 31, 2023, the Company repurchased 0.9 million shares for $53.7 million. During the three months ended October 31, 2022, the Company repurchased 0.9 million shares for $45.7 million. As of October 31, 2023, the Company had remaining authorization to repurchase 2.0 million shares under this plan.

On November 17, 2023, the Board of Directors authorized the repurchase of up to 12.0 million shares of common stock under the Company’s stock repurchase plan. This repurchase authorization was effective immediately and will expire or terminate only upon action by the Board of Directors. The remaining shares under the May 2019 authorization were terminated.

Dividends

Dividends paid were 25.0 cents and 23.0 cents per common share for the three months ended October 31, 2023 and 2022, respectively.

On November 17, 2023, the Company’s Board of Directors declared a cash dividend in the amount of 25.0 cents per common share, payable December 20, 2023, to shareholders of record as of December 5, 2023.

Note 11. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended October 31, 2023 and 2022 were as follows (in millions):


	Foreign Currency Translation Adjustment		Pension Benefits			Derivative Financial Instruments			Total
Balance as of July 31, 2023, net of tax	$	(109.6)	$	(67.2)		$	4.3		$	(172.5)
Other comprehensive (loss) income before reclassifications and tax	(37.6)		—			0.2			(37.4)
Tax expense	—		—			(0.1)			(0.1)
Other comprehensive (loss) income before reclassifications, net of tax	(37.6)		—			0.1			(37.5)

Reclassifications, before tax	—		1.2		(1)	0.9			2.1
Tax expense	—		(0.2)			(0.2)			(0.4)
Reclassifications, net of tax	—		1.0			0.7		(2)	1.7
Other comprehensive (loss) income, net of tax	(37.6)		1.0			0.8			(35.8)
Balance as of October 31, 2023, net of tax	$	(147.2)	$	(66.2)		$	5.1		$	(208.3)

Balance as of July 31, 2022, net of tax	$	(143.6)	$	(67.5)		$	5.5		$	(205.6)
Other comprehensive (loss) income before reclassifications and tax	(40.1)		—			4.5			(35.6)
Tax expense	—		—			(1.1)			(1.1)
Other comprehensive (loss) income before reclassifications, net of tax	(40.1)		—			3.4			(36.7)

Reclassifications, before tax	—		1.6		(1)	1.8			3.4
Tax expense	—		(0.4)			(0.6)			(1.0)
Reclassifications, net of tax	—		1.2			1.2		(2)	2.4
Other comprehensive (loss) income, net of tax	(40.1)		1.2			4.6			(34.3)
Balance as of October 31, 2022, net of tax	$	(183.7)	$	(66.3)		$	10.1		$	(239.9)

(1)Amounts include foreign currency translation losses of $0.9 million and $1.0 million and net amortization of prior service costs and actuarial losses of $0.3 million and $0.6 million in fiscal 2024 and 2023, respectively, included in other income, net in the Condensed Consolidated Statements of Earnings, see Note 13.

(2)Relates to designated foreign currency forward contracts that were reclassified from accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets to net sales, cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings, see Note 14.

Note 12. Stock-Based Compensation

The Company recognizes compensation expense for all stock-based awards based on the grant date fair value of the award. Stock-based awards consist primarily of non-qualified stock options, performance-based awards, restricted stock awards and restricted stock units. Grants related to restricted stock awards and restricted stock units are immaterial. The Company issues treasury shares for stock options and performance-based awards.

Stock Options

The exercise price of options granted is equal to the market price of the Company’s common stock at the date of the grant. Options are generally exercisable for up to 10 years from the date of grant and vest in equal increments over three years.

Pretax stock-based compensation expense associated with options was $8.5 million and $7.5 million for the three months ended October 31, 2023 and 2022, respectively.

Fair value is calculated using the Black-Scholes option pricing model. The weighted average fair value for options granted was $18.91 and $15.50 per share during the three months ended October 31, 2023 and 2022, respectively.

Option activity was as follows:


	Options	Weighted Average Exercise Price
Balance outstanding as of July 31, 2023	6,777,407	$	47.80
Granted	770,038	59.66
Exercised	(165,279)	42.93
Expired/forfeited	(20,478)	55.01
Balance outstanding as of October 31, 2023	7,361,688	$	49.13

Performance-Based Awards

Performance-based awards are payable in common stock and are based on a formula that measures Company performance over a three-year period. These awards are settled after three years with payouts ranging from 0% to 200% of the target award depending on achievement.

Pretax performance-based awards expense was $1.6 million and $1.8 million for the three months ended October 31, 2023 and 2022, respectively.

Performance-based awards for non-vested activity were as follows:


	Performance Shares	Weighted Average Grant Date Fair Value
Balance outstanding as of July 31, 2023	194,761	$	54.46
Granted	114,800	59.66
Vested	—	—
Forfeited	—	—
Balance outstanding as of October 31, 2023	309,561	$	56.39

Note 13. Employee Benefit Plans

The Company has defined benefit pension plans for certain hourly and salaried employees. They consist of plans in the U.S., Belgium, Germany, Mexico and the United Kingdom. These plans generally provide pension benefits based on years of service and compensation level. Components of net periodic pension costs other than the service cost component are included in other income, net in the Condensed Consolidated Statements of Earnings.

Net periodic pension costs for the Company’s pension plans were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Service cost	$	1.2	$	1.6
Interest cost	5.1		4.1
Expected return on assets	(6.4)		(6.3)
Prior service cost amortization	—		0.1
Actuarial loss amortization	0.3		0.5


Net periodic pension costs	$	0.2	$	—

The Company’s general funding policy is to make at least the minimum required contributions under applicable regulations, plus any additional amounts it determines to be appropriate. Future required pension plan contributions may change significantly depending on the actual rate of return on plan assets, discount rates and regulatory requirements.

Note 14. Derivative Instruments and Hedging

Derivative Fair Value Measurements

The Company enters into derivative instrument agreements, including foreign currency forward contracts and net investment hedges, to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit. There is risk the counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors.

Contract provisions may require the posting of collateral or settlement of the contracts for various reasons, including if the Company’s credit ratings are downgraded below its investment grade credit rating by any of the major credit agencies or for cross default contractual provisions if there is a failure under other financing arrangements related to payment terms or covenants. As of October 31, 2023 and July 31, 2023, no collateral was posted.

The Company does not enter into derivative instrument agreements for trading or speculative purposes. For discussion on the fair value of the Company’s derivatives, see Note 15.

Foreign Currency Forward Contracts - Cash Flow Hedges and Derivatives Not Designated as Hedging Instruments

The Company buys materials from foreign suppliers. Those transactions can be denominated in those suppliers’ local currency. The Company also sells to customers in foreign countries. Those transactions can be denominated in those customers’ local currency. Both of these transaction types can create volatility in the Company’s financial statements. The Company uses foreign currency forward contracts to manage those exposures and fluctuations. These contracts generally mature in 12 months or less, which is consistent with the forecasts of the related purchases and sales. Certain contracts are designated as cash flow hedges, whereas the remaining contracts, most of which are related to certain intercompany transactions which offset balance sheet exposure, are not designated as hedging instruments. The total notional amount of the foreign currency forward contracts designated as hedges was $76.7 million and $84.9 million as of October 31, 2023 and July 31, 2023, respectively. The total notional amount of the foreign currency forward contracts not designated as hedges was $147.2 million and $147.5 million as of October 31, 2023 and July 31, 2023, respectively.

Changes in the fair value of the Company’s designated hedges are reported in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets until the related transaction occurs, see Note 11. Designated hedges are recognized as a component of either net sales, cost of sales, selling, general and administrative expenses or other income, net in the Condensed Consolidated Statements of Earnings upon occurrence of the related hedged transaction.

Hedges which are not designated are recognized in other income, net in the Condensed Consolidated Statements of Earnings along with the related hedged transactions. Changes in the fair value of hedges which are not designated, are recognized in other income, net in the Condensed Consolidated Statements of Earnings.

Amounts related to foreign currency forward contracts designated as hedges are expected to be reclassified into earnings during the next 12 months based upon the timing of inventory purchases and sales.

Net Investment Hedges

The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe. The Company has elected the spot method for designating these contracts as net investment hedges.

The total notional amount of net investment hedges was €80 million, or $88.8 million, as of October 31, 2023 and July 31, 2023. The maturity dates range from 2027 to 2029.

Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets. Amounts related to excluded components associated with the net investment hedge are expected to be reclassified into earnings in interest expense in the Condensed Consolidated Statements of Earnings through their maturity.

Cash Flows

Cash flows from derivative transactions are recorded in operating activities in the Condensed Consolidated Statements of Cash Flows.

Note 15. Fair Value Measurements

Fair value measurements of financial instruments are reported in one of three levels based on the lowest level of significant input used. For Level 1, inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities. For Level 2, inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. For Level 3, inputs to the fair value measurement are unobservable inputs or are based on valuation techniques.

Short-Term Financial Instruments

As of October 31, 2023 and July 31, 2023, the carrying values of cash and cash equivalents, accounts receivable, short-term borrowings and accounts payable approximate fair value because of the short-term nature of these instruments. Short-term financial instruments are classified as Level 1 in the fair value hierarchy.

Long-Term Debt

As of October 31, 2023, the estimated fair values of fixed interest rate long-term debt were $370.8 million compared to the carrying values of $425.0 million, inclusive of a current portion with a fair value of $123.7 million and carrying value of $125.0 million. As of July 31, 2023, the estimated fair values of fixed interest rate long-term debt were $378.9 million compared to the carrying values of $425.0 million. The fair values are estimated by discounting the projected cash flows using the interest rates at which similar amounts of debt could currently be borrowed. The carrying values of total variable interest rate long-term debt were $153.5 million and $198.4 million as of October 31, 2023 and July 31, 2023, respectively and approximate their fair values. Long-term debt is classified as Level 2 in the fair value hierarchy.

Equity Method Investments

The Company holds equity method investments in its joint ventures, which are included in other long-term assets on the Condensed Consolidated Balance Sheets. The aggregate carrying amount of these investments was $23.5 million and $24.4 million as of October 31, 2023 and July 31, 2023, respectively. These equity method investments are measured at fair value on a non-recurring basis. The fair value of the Company’s equity method investments has not been adjusted as there have been no triggering events or changes in circumstance that would have had an adverse impact on the value of these investments. In the event these investments are required to be measured, they would fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value, as the investments are in privately-held entities.

Derivative Fair Value Measurements

The fair values of the Company’s foreign currency forward contracts and net investment hedges 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 and are determined by standard calculations and models that use readily observable market parameters. These inputs include foreign currency exchange rates. Industry standard data providers are the primary source for forward and spot rate information for foreign currency exchange rates. The fair values of the Company’s foreign currency forward contracts and net investment hedges are classified as Level 2 in the fair value hierarchy. For discussion of the Company’s derivatives and hedging, see Note 14.

Fair Value of Derivatives Contracts

The fair value of the Company’s derivative contracts, recorded on the Condensed Consolidated Balance Sheets, was as follows (in millions):


		Assets				Liabilities
	Balance Sheet Location	October 31, 2023		July 31, 2023		October 31, 2023		July 31, 2023
Designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	$	1.7	$	0.6	$	1.0	$	0.1
Net investment hedges	Other current assets and other long-term assets	4.7		3.6		—		—

Total designated		6.4		4.2		1.0		0.1

Not designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	0.6		0.7		1.6		1.4
Total not designated		0.6		0.7		1.6		1.4
Total		$	7.0	$	4.9	$	2.6	$	1.5

Amounts related to excluded components, such as forward points, are excluded from the assessment of hedge effectiveness of net investment hedges and are expected to be reclassified into earnings throughout their maturity dates. See Note 11 for additional information on accumulated other comprehensive loss.

Fair Value of Contingent Consideration

The fair value of the contingent consideration liability is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus, represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreement (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future financial and operational milestones, probabilities of achieving such milestones and a discount rate. Depending on the contractual terms of the purchase agreement, the probability of achieving such milestones generally represents the only significant unobservable input. The contingent consideration liability is measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.

The fair value of the Company’s contingent consideration liability that uses unobservable inputs was $25.2 million as of October 31, 2023 and $25.0 million as of July 31, 2023. The maximum potential payout of the contingent consideration as of October 31, 2023 and July 31, 2023 was $30.7 million, see Note 17.

Note 16. Guarantees

Letters of Credit

The Company has letters of credit which guarantee payment to third parties in the event the Company is in breach of contract terms as detailed in each letter of credit. The outstanding contingent liability for standby letters of credit was as follows (in millions):


	October 31, 2023		July 31, 2023
Contingent liability for standby letters of credit issued under the Company’s revolving credit facility	$	7.5	$	7.5
Amounts drawn for letters of credit under the Company’s revolving credit facility	$	—	$	—

Advanced Filtration Systems Inc. (AFSI)

The Company has an unconsolidated joint venture, AFSI, established by the Company and Caterpillar Inc. (Caterpillar) in 1986. AFSI designs and manufactures high-efficiency fluid filters used in Caterpillar’s machinery worldwide. The Company and Caterpillar equally own the shares of AFSI and both companies guarantee certain debt and banking services, including credit and debit cards, merchant processing and treasury management services, of the joint venture. The Company accounts for AFSI as an equity method investment.

The outstanding debt relating to AFSI, which the Company guarantees half, was $56.6 million and $59.6 million as of October 31, 2023 and July 31, 2023, respectively. AFSI has a $63.0 million revolving credit facility, which expires July 31, 2024 and an additional $17.0 million multi-currency revolving credit facility, which terminates upon notification by either AFSI or the financial institution.

Earnings from AFSI, which are recorded in other income, net in the Condensed Consolidated Statements of Earnings, were $1.7 million and $1.3 million for the three months ended October 31, 2023 and 2022, respectively.

Note 17. Commitments and Contingencies

The Company records provisions when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and litigation are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. The Company believes the estimated liability in its Condensed Consolidated Financial Statements for claims or litigation is adequate and appropriate for the probable and estimable outcomes. Liabilities recorded were not material to the Company’s financial position, results of operations or liquidity. The Company believes it is remote that the settlement of any of the currently identified claims or litigation will be materially in excess of what is accrued.

Contingent Compensation and Consideration

Acquisition Agreement - Purilogics

The Company's agreement with Purilogics includes deferred payment provisions representing potential milestone payments for Purilogics’ former owners. The provisions are made up of two general types of arrangements, contingent compensation and contingent consideration. The contingent compensation arrangement is contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period. The contingent consideration is not contingent on employment and was recorded as purchase consideration in both other current and other long-term liabilities on the Condensed Consolidated Balance Sheets at the time of the initial acquisition based on the fair value of the estimated liability. The amounts are paid over a three- to five-year period, contingent on the achievement of certain revenue and manufacturing milestones.

The total contingent compensation arrangement liability was $1.3 million and $1.1 million as of October 31, 2023 and July 31, 2023, respectively, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets. The maximum payout of the contingent compensation arrangement upon completion of the future performance periods was $3.0 million as of October 31, 2023 and July 31, 2023, inclusive of the $1.3 million and $1.1 million accrued, respectively.

The Company primarily determines the contingent consideration liability based on the forecasted probability of achieving the respective milestones. The contingent consideration liability is measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The total contingent consideration liability was $23.5 million and $23.2 million as of October 31, 2023 and July 31, 2023, respectively and was included in other current and other long-term liabilities on the Condensed Consolidated Balance Sheets. The maximum payout of the contingent consideration was $29.0 million, inclusive of the $23.5 million and $23.2 million accrued as of October 31, 2023 and July 31, 2023, respectively.

Other Acquisition Agreements

For other acquisitions, there was no contingent compensation arrangement liability as of October 31, 2023, as the contingent compensation agreement was terminated. The total contingent compensation arrangement liability was $0.9 million as of July 31, 2023, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets.

The total contingent consideration liability was $1.7 million, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets, as of October 31, 2023 and July 31, 2023. The maximum payout of the contingent consideration was $1.7 million, which concludes three years from the acquisition date of November 22, 2021 and was fully accrued as of October 31, 2023 and July 31, 2023.

For additional discussion regarding the fair value of the Company’s contingent consideration liability, see Note 15.

Note 18. Segment Reporting

The Company’s reportable segments are: Mobile Solutions, Industrial Solutions and Life Sciences. The organizational structure also includes Corporate and Unallocated which includes interest expense and certain corporate expenses determined to be non-allocable to the segments, such as restructuring charges and business development expenses. The Company determines its operating segments consistent with the manner in which it manages its operations and evaluates performance for internal review and decision-making. For the three months ended October 31, 2022, Corporate and Unallocated also included non-recurring charges of $7.6 million, see Note 19.

The Mobile Solutions segment is organized based on a combination of customers and products and consists of the Off-Road, On-Road and Aftermarket business units. Within these business units, products consist of replacement filters for both air and liquid filtration applications and filtration housings for new equipment production and systems related to exhaust and emissions. Applications include air filtration systems, fuel, lube and hydraulic systems, emissions systems and sensors, indicators and monitoring systems. Mobile Solutions sells to original equipment manufacturers (OEMs) in the construction, mining, agriculture and transportation end markets and to independent distributors and OEM dealer networks.

The Industrial Solutions segment is organized based on product type and consists of the Industrial Air Filtration, Industrial Gasses, Industrial Hydraulics, Power Generation and Aerospace and Defense business units. Within our Industrial Solutions portfolio, Donaldson provides a wide product offering in the market to industrial customers consisting of equipment, ancillary components, replacement parts, performance monitoring and service globally, that cost-effectively enhances productivity and manufacturing efficiency. Industrial Air Filtration, Industrial Gasses and Industrial Hydraulics products consist of dust, fume and mist collectors, compressed air and industrial gasses purification systems, hydraulic and lubricated rotating filtration applications as well as gas and liquid filtration for industrial processes. Power Generation products consist of air inlet systems and filtration sold to gas compression, power generation and natural gas liquification industries. Aerospace and Defense products consist of air, fuel, lubrication and hydraulic filtration for fixed-wing and rotorcraft aerospace applications and ground defense vehicle and naval platforms. Industrial Solutions businesses sell through multiple channels which include OEMs, distributors and direct-to-consumer in some markets.

The Life Sciences segment is organized by end market, including the Bioprocessing, Food and Beverage, Medical Device, Vehicle Electrification, Microelectronics and Disk Drive business units. Our products include gas and liquid filtration bioprocessing equipment (including bioreactors, fermenters and filtration skids), bioprocessing consumables (including membrane chromatography devices, reagents and filters) and specialized air and gas filtration systems for hard disk drive, semiconductor and electric vehicle applications. Life Sciences primarily sells to large OEMs and directly to various end users requiring cell growth, separation, purification, high purity filtration and device protection.

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 earnings before income taxes and other financial information as stated below.

Segment details were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Net sales
Mobile Solutions	$	540.0	$	555.0
Industrial Solutions	246.2		229.6
Life Sciences	60.1		62.7
Total Company	$	846.3	$	847.3

Earnings (loss) before income taxes
Mobile Solutions	$	92.2	$	80.3
Industrial Solutions	43.3		37.6
Life Sciences	(4.2)		10.8
Corporate and unallocated	(8.4)		(12.1)
Total Company	$	122.9	$	116.6

Assets by segment were as follows (in millions):


	October 31, 2023		July 31, 2023
Mobile Solutions	$	1,266.4	$	1,243.8
Industrial Solutions	770.8		788.1
Life Sciences	509.6		513.8
Corporate and unallocated	221.8		224.8
Total assets	$	2,768.6	$	2,770.5

Net sales by business unit were as follows (in millions):



	Three Months Ended October 31,
	2023		2022
Mobile Solutions segment
Off-Road	$	94.7	$	103.7
On-Road	37.8		36.0
Aftermarket	407.5		415.3
Total Mobile Solutions segment	540.0		555.0

Industrial Solutions segment
Industrial Filtration Solutions	210.6		196.0
Aerospace and Defense	35.6		33.6
Total Industrial Solutions segment	246.2		229.6

Life Sciences segment
Total Life Sciences segment	60.1		62.7

Total Company	$	846.3	$	847.3

Concentrations

There were no customers that accounted for over 10% of net sales for the three months ended October 31, 2023 or 2022. There were no customers that accounted for over 10% of gross accounts receivable as of October 31, 2023 or July 31, 2023.

Note 19. Restructuring and Other Charges

During the first quarter of fiscal 2023, the Company announced a company-wide organizational redesign to further support the Company’s growth strategies and better serve its customers. In conjunction with the organizational redesign, the Company recorded $7.6 million of charges consisting of $4.2 million of severance charges and $3.4 million of other organizational redesign costs during the three months ended October 31, 2022. These amounts were included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Earnings.

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

Overview

Founded in 1915, Donaldson Company, Inc. is a global leader in technology-led filtration products and solutions, serving a broad range of industries and advanced markets. Donaldson’s diverse, skilled employees at over 150 locations, 75 of which are manufacturing and/or distribution centers, on six continents partner with customers - from small business owners to the world’s largest original equipment manufacturer (OEM) brands - to solve complex filtration challenges. Customers choose Donaldson’s filtration solutions due to their stringent performance requirements and need for reliability.

The Company’s operating segments are Mobile Solutions, Industrial Solutions and Life Sciences. The Mobile Solutions segment is organized based on a combination of customers and products and consists of the Off-Road, On-Road and Aftermarket business units. Within these business units, products consist of replacement filters for both air and liquid filtration applications and filtration housings for new equipment production and systems related to exhaust and emissions. Applications include air filtration systems, fuel, lube and hydraulic systems, emissions systems and sensors, indicators and monitoring systems. Mobile Solutions sells to OEMs in the construction, mining, agriculture and transportation end markets and to independent distributors and OEM dealer networks.

defense vehicle and naval platforms. Industrial Solutions businesses sell through multiple channels which include OEMs, distributors and direct-to-consumer in some markets.

The Company’s results of operations are affected by conditions in the global economic and geopolitical environment. Under most economic conditions, the Company’s diversification between its diesel engine end markets, its global end markets, its diversification through technology and its OEM and replacement parts customers has helped to limit the impact of weakness in any one product line, market or geography on the consolidated operating results of the Company.

Consolidated Results of Operations

Three months ended October 31, 2023 compared with three months ended October 31, 2022

Operating Results

Operating results were as follows (in millions, except per share amounts):


	Three Months Ended October 31,
	2023		% of net sales		2022		% of net sales
Net sales	$	846.3			$	847.3
Cost of sales	545.4		64.4	%	560.1		66.1	%
Gross profit	300.9		35.6		287.2		33.9
Selling, general and administrative	155.0		18.3		149.2		17.6
Research and development	21.3		2.5		18.7		2.2
Operating expenses	176.3		20.8		167.9		19.8
Operating income	124.6		14.7		119.3		14.1
Interest expense	5.5		0.6		4.5		0.5
Other income, net	(3.8)		(0.4)		(1.8)		(0.2)
Earnings before income taxes	122.9		14.5		116.6		13.8
Income taxes	30.8		3.6		29.4		3.5
Net earnings	$	92.1	10.9	%	$	87.2	10.3	%

Net earnings per share (EPS) - diluted	$	0.75			$	0.70

Geographic Net Sales by Origination

Net sales, generally disaggregated by location where the customer’s order was received, were as follows (in millions):


	Three Months Ended October 31,
	2023		% of net sales		2022		% of net sales
U.S. and Canada	$	381.5	45.1	%	$	375.2	44.3	%
Europe, Middle East and Africa (EMEA)	234.4		27.7		226.7		26.8
Asia Pacific (APAC)	140.0		16.5		150.7		17.8
Latin America (LATAM)	90.4		10.7		94.7		11.1
Total Company	$	846.3	100.0	%	$	847.3	100.0	%

Net Sales

Net sales for the three months ended October 31, 2023 decreased $1.0 million, or 0.1%, from the three months ended October 31, 2022, reflecting lower sales in the Mobile Solutions segment of $15.0 million, or a 2.7% decline, and the Life Sciences segment of $2.6 million, or a 4.1% decline, partially offset by higher sales in the Industrial Solutions segment of $16.6 million, or 7.2% growth. Foreign currency translation increased net sales by $12.3 million compared to the three months ended October 31, 2022, reflecting increases in the Mobile Solutions, Industrial Solutions and Life Sciences segments of $6.9 million, $3.7 million and $1.7 million, respectively. During the three months ended October 31, 2023, the Company’s net sales were relatively flat as volume declines were largely offset by pricing benefits.

Gross Margin

Gross margin as a percentage of net sales for the three months ended October 31, 2023 was 35.6% compared with 33.9% for the three months ended October 31, 2022. The increase in gross margin as a percentage of net sales was primarily driven by pricing benefits and lower freight and select material costs, as well as favorable mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended October 31, 2023 were $155.0 million, or 18.3% of net sales, compared with $149.2 million, or 17.6% of net sales, for the three months ended October 31, 2022, an increase of $5.8 million, or 3.8%. The increase in selling, general and administrative expenses as a percentage of net sales was primarily due to incremental expenses associated with investments in the Life Sciences acquisitions as well as increased headcount.

Research and Development Expenses

Research and development expenses for the three months ended October 31, 2023 were $21.3 million, or 2.5% of net sales, compared with $18.7 million, or 2.2% of net sales, for the three months ended October 31, 2022, primarily due to increased headcount.

Non-Operating Items

Interest expense for the three months ended October 31, 2023 was $5.5 million, compared with $4.5 million for the three months ended October 31, 2022, an increase of $1.0 million, or 20.7%. The increase reflected rising variable interest rates.

Other income, net for the three months ended October 31, 2023 was $3.8 million, compared with other income, net of $1.8 million for the three months ended October 31, 2022, an increase of $2.0 million, which was driven primarily by lower foreign currency losses compared to the prior year.

Income Taxes

The effective tax rate was 25.1% and 25.2% for the three months ended October 31, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily due to a favorable shift in the mix of earnings between tax jurisdictions, partially offset by an overall decrease in discrete tax benefits.

Net Earnings

Net earnings for the three months ended October 31, 2023 were $92.1 million, compared with $87.2 million for the three months ended October 31, 2022, an increase of $4.9 million, or 5.7%. Diluted EPS were $0.75 for the three months ended October 31, 2023, compared with $0.70 for the three months ended October 31, 2022, an increase of $0.05, or 6.8%.

Segment Results of Operations

Net sales and earnings (loss) before income taxes were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Net sales
Mobile Solutions	$	540.0	$	555.0
Industrial Solutions	246.2		229.6
Life Sciences	60.1		62.7
Total Company	$	846.3	$	847.3

Earnings (loss) before income taxes
Mobile Solutions	$	92.2	$	80.3
Industrial Solutions	43.3		37.6
Life Sciences	(4.2)		10.8
Corporate and unallocated(1)	(8.4)		(12.1)
Total Company	$	122.9	$	116.6

(1)Corporate and unallocated includes interest expense and certain corporate expenses determined to be non-allocable to the segments, such as restructuring charges and incentive compensation.

Mobile Solutions Segment

Net sales and earnings before income taxes were as follows (in millions):


	Three Months Ended October 31,
	2023			2022
Off-Road	$	94.7		$	103.7
On-Road	37.8			36.0
Aftermarket	407.5			415.3
Total Mobile Solutions segment	$	540.0		$	555.0

Mobile Solutions segment earnings before income taxes	$	92.2		$	80.3
Mobile Solutions segment earnings before income taxes % of net sales	17.1		%	14.5		%

Three months ended October 31, 2023 compared with three months ended October 31, 2022

Net sales for the Mobile Solutions segment for the three months ended October 31, 2023 were $540.0 million, compared with $555.0 million for the three months ended October 31, 2022, a decrease of $15.0 million, or 2.7%. Excluding a $6.9 million increase from foreign currency translation, net sales for the Mobile Solutions segment declined 3.9%.

Net sales of Off-Road decreased $9.0 million, primarily due to weaker global end market conditions, particularly in China, partially offset by pricing benefits. Net sales of Aftermarket decreased $7.8 million, as large OEM customers continued to normalize inventories, partially offset by pricing benefits.

Earnings before income taxes for the Mobile Solutions segment for the three months ended October 31, 2023 were $92.2 million, or 17.1% of net sales, an increase from 14.5% of net sales for the three months ended October 31, 2022. The increase was driven by pricing actions and deflation of select input costs.

Industrial Solutions Segment

Net sales and earnings before income taxes were as follows (in millions):


	Three Months Ended October 31,
	2023			2022
Industrial Filtration Solutions (IFS)	$	210.6		$	196.0
Aerospace and Defense	35.6			33.6
Total Industrial Solutions segment	$	246.2		$	229.6

Industrial Solutions segment earnings before income taxes	$	43.3		$	37.6
Industrial Solutions segment earnings before income taxes % of net sales	17.6		%	16.4		%

Three months ended October 31, 2023 compared with three months ended October 31, 2022

Net sales for the Industrial Solutions segment for the three months ended October 31, 2023 were $246.2 million, compared with $229.6 million for the three months ended October 31, 2022, an increase of $16.6 million, or 7.2%. Excluding a $3.7 million increase from foreign currency translation, net sales for the Industrial Solutions segment increased 5.6%.

Net sales of IFS increased $14.6 million, reflecting higher sales volume in power generation and industrial dust collection from strong demand in most geographies. Net sales of Aerospace and Defense increased by $2.0 million due to ongoing strength in the defense end market.

Earnings before income taxes for the Industrial Solutions segment for the three months ended October 31, 2023 were $43.3 million, or 17.6% of net sales, an increase from 16.4% of net sales for the three months ended October 31, 2022. The increase was primarily due to the impact from leveraging operating expenses, operational efficiencies and lower freight costs.

Life Sciences Segment

Net sales and (losses) earnings before income taxes were as follows (in millions):


	Three Months Ended October 31,
	2023			2022


Life Sciences segment net sales	$	60.1		$	62.7
Life Sciences segment (losses) earnings before income taxes	$	(4.2)		$	10.8
Life Sciences segment (losses) earnings before income taxes % of net sales	(7.0)		%	17.2		%

Three months ended October 31, 2023 compared with three months ended October 31, 2022

Net sales for the Life Sciences segment for the three months ended October 31, 2023 were $60.1 million, compared with $62.7 million for the three months ended October 31, 2022, a decrease of $2.6 million, or 4.1%. Excluding a $1.7 million increase from foreign currency translation, net sales for the Life Sciences segment declined 6.8%. The decrease was primarily driven by weakness in market demand for products in the disk drive business.

Losses before income taxes for the Life Sciences segment for the three months ended October 31, 2023 were $4.2 million, or 7.0% of net sales, a decrease from earnings of 17.2% of net sales for the three months ended October 31, 2022. The decrease was driven by the expected impact from investments made to scale up the Company’s recent acquisitions.

Liquidity, Capital Resources and Financial Condition

Liquidity

Liquidity is assessed in terms of the Company’s ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dividends, repurchases of outstanding shares, adequacy of available credit facilities and the ability to attract long-term capital with satisfactory terms. The Company generates substantial cash from the operation of its businesses as its primary source of liquidity, with sufficient liquidity available to fund growth through reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

Cash flows were as follows (in millions):


	Three Months Ended October 31,
	2023		2022		$ Change
Net cash provided by (used in):
Operating activities	$	138.0	$	118.2	$	19.8
Investing activities	(23.2)		(28.1)		4.9
Financing activities	(78.9)		(112.8)		33.9
Effect of exchange rate changes on cash	(5.2)		(9.6)		4.4
Increase (decrease) in cash and cash equivalents	$	30.7	$	(32.3)	$	63.0

Operating Activities

Cash provided by operating activities for the three months ended October 31, 2023 was $138.0 million, compared with $118.2 million for the three months ended October 31, 2022, an increase of $19.8 million. The increase in cash provided by operating activities was primarily driven by an increase in accounts payable in the current quarter compared to a decrease in accounts payable in the first quarter of the prior year, as well as higher earnings.

Investing Activities

Cash used in investing activities for the three months ended October 31, 2023 was $23.2 million, compared with $28.1 million for the three months ended October 31, 2022, a decrease of $4.9 million. The decrease in cash used was due to slightly lower investment of capital in various projects in the current year.

Financing Activities

Cash used in financing activities generally relates to the use of cash for payment of dividends and repurchases of the Company’s common stock, net of borrowing activity and proceeds from the exercise of stock options. Cash used in financing activities for the three months ended October 31, 2023 was $78.9 million, compared with $112.8 million for the three months ended October 31, 2022, a decrease of $33.9 million. The decrease was primarily driven by proceeds from long-term debt of $35.0 million in the current year as well as a net debt repayment of $32.3 million in the current year, compared to a net debt repayment of $43.3 million in the first quarter of the prior year. This was partially offset by an increase in the use of cash associated with share repurchase and the exercise of stock options in the first quarter of the current year of $51.4 million, compared to $41.3 million in the prior year.

To determine the level of dividend and share repurchases, the Company considers recent and projected performance across key financial metrics, including earnings, cash flow from operations and total debt. Dividends paid for the three months ended October 31, 2023 and 2022 were $30.2 million and $28.2 million, respectively. Share repurchases for the three months ended October 31, 2023 and 2022 were $53.3 million and $45.7 million, respectively.

Capital Resources

Additional sources of liquidity are existing cash and available credit facilities. Cash and cash equivalents as of October 31, 2023 was $217.8 million, compared with $187.1 million as of July 31, 2023. The Company has capacity of $613.6 million available for further borrowing under existing credit facilities as of October 31, 2023, which includes $437.5 million available on the Company’s $500.0 million unsecured revolving credit facility that expires on May 21, 2026.

The Company believes the liquidity available from the combination of expected cash generated by operating activities, existing cash and available credit under existing credit facilities will be sufficient to meet its cash requirements for the next 12 months and beyond, including working capital needs, debt service obligations, capital expenditures, payment of dividends, share repurchase activity and potential acquisitions.

Financial Condition

Short-Term Borrowings and Long-Term Debt

As of October 31, 2023, total debt, including short-term borrowings and long-term debt, represented 32.8% of total capitalization, defined as total debt plus total stockholders’ equity, compared with 33.2% as of July 31, 2023. As of October 31, 2023, the Company was in compliance with its financial covenants.

Long-term debt outstanding was $576.8 million as of October 31, 2023, compared with $621.6 million as of July 31, 2023, a decrease of $44.8 million, primarily due to a repayment on the unsecured revolving credit facility during the first quarter of fiscal 2024. As of October 31, 2023, there was $437.5 million available and $55.0 million outstanding on the Company’s $500.0 million unsecured revolving credit facility that expires on May 21, 2026.

Working Capital

In order to help measure and analyze the impact of working capital management, the Company reviews its cash conversion cycle. The Company calculates days sales outstanding as the average accounts receivable, net for the quarter, divided by net sales for the quarter multiplied by the number of days in the quarter. The Company calculates days inventory outstanding as the average inventories, net for the quarter, divided by cost of sales for the quarter multiplied by the number of days in the quarter and calculates inventory turns as the cost of sales for the quarter, annualized by the ratio of the number of days in the year to the number of days in the quarter, divided by the average inventories, net for the quarter. The Company calculates days payable outstanding as the average accounts payable for the quarter, divided by cost of sales for the quarter multiplied by the number of days in the quarter.

Accounts receivable, net as of October 31, 2023, was $582.5 million, compared with $599.7 million as of July 31, 2023, a decrease of $17.2 million. Days sales outstanding were 64 days as of October 31, 2023, consistent with 64 days as of July 31, 2023.

Inventories, net as of October 31, 2023, was $429.6 million, compared with $418.1 million as of July 31, 2023, an increase of $11.5 million. Days inventory outstanding were 71 days as of October 31, 2023, an increase from 69 days as of July 31, 2023. Inventory turns were 5.1 times and 5.3 times per year as of October 31, 2023 and July 31, 2023, respectively.

Accounts payable as of October 31, 2023, was $324.9 million, compared with $304.9 million as of July 31, 2023, an increase of $20.0 million. Days payable outstanding were 53 days as of October 31, 2023, an increase from 49 days as of July 31, 2023.

Off-Balance Sheet Arrangements

The Company guarantees 50% of certain debts of its joint venture, AFSI, as discussed in Note 16 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report.

Critical Accounting Estimates

There have been no material changes to the Company’s critical accounting estimates as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

New Accounting Standards Not Yet Adopted

For new accounting standards not yet adopted, refer to Note 1 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report.

Safe Harbor Statement Under the Private Securities Litigation 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 expectations, such as forecasts, plans, trends and projections relating to the Company’s business 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 Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023, which could cause actual results to differ materially from historical results or those anticipated. The words or phrases such as “will likely result,” “are expected to,” “will continue,” “will allow,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “forecast,” “plan” 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. All statements other than statements of historical fact are forward-looking statements. These statements do not guarantee future performance.

These forward-looking statements speak only as of the date such statements are made and are subject to risks and uncertainties that 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, challenges in global operations; impacts of global economic, industrial and political conditions on product demand, impacts from unexpected events, effects of unavailable raw materials, significant demand fluctuations or material cost inflation; inability to attract and retain qualified personnel; inability to meet customer demand; inability to maintain competitive advantages; threats from disruptive technologies; effects of highly competitive markets with pricing pressure; exposure to customer concentration in certain cyclical industries; inability to manage productivity improvements; inability to achieve commitments related to ESG; results of execution of any acquisition, divestiture and other strategic transactions; vulnerabilities associated with information technology systems and security; inability to protect and enforce intellectual property rights; costs associated with governmental laws and regulations; impacts of foreign currency fluctuations; and effects of changes in capital and credit markets. These and other factors are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023. 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, unless required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s market risk includes the potential loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices. To manage these risks, the Company employs certain strategies to mitigate the effect of these fluctuations. The Company does not enter into any of these strategies for trading or speculative purposes.

The Company maintains significant assets and operations outside the U.S., resulting in exposure to foreign currency gains and losses. A portion of the Company’s foreign currency exposure is naturally hedged by incurring liabilities, including bank debt, denominated in the local currency in which the Company’s foreign subsidiaries are located.

During the three months ended October 31, 2023, the U.S. dollar was generally weaker than in the three months ended October 31, 2022 compared with many of the currencies of the foreign countries in which the Company operates. The overall weaker U.S. dollar had a positive impact on the Company’s international net sales and net earnings because the foreign denominated revenues translated into more U.S. dollars in many regions around the world. The estimated impact of foreign currency translation for the three months ended October 31, 2023 resulted in an overall increase in reported net sales of $12.3 million and an increase in reported net earnings of $1.6 million.

Derivative Fair Value Measurements

Foreign Currency Forward Contracts - Cash Flow Hedges and Derivatives Not Designated as Hedging Instruments

Net Investment Hedges

The total notional amount of net investment hedges was €80 million, or $88.8 million, as of October 31, 2023 and July 31, 2023. The maturity dates range from 2027 to 2029.

Based on the net investment hedges outstanding as of October 31, 2023, a 10% appreciation of the U.S. dollar compared to the Euro would result in a net gain of $7.4 million in the fair value of these contracts.

Interest Rates

The Company’s exposure to market risk for changes in interest rates primarily relates to debt obligations that are at variable rates, as well as the potential increase in the fair value of long-term debt resulting from a potential decrease in interest rates. As of October 31, 2023, the Company’s financial liabilities with exposure to changes in interest rates consisted mainly of $55.0 million outstanding on the Company’s unsecured revolving credit facility, €80.0 million, or $85.2 million, of a variable rate term loan and ¥2.0 billion, or $13.3 million, of variable rate senior notes. Assuming a hypothetical 0.5 percentage point increase in short-term interest rates, with all other variables remaining constant, interest expense would have increased approximately $0.9 million in the three months ended October 31, 2023. The Company has no interest rate hedging agreements. Interest rate changes would also affect the fair market value of fixed-rate debt. As of October 31, 2023, the estimated fair values of fixed interest rate long-term debt were $370.8 million compared to the carrying values of $425.0 million. The fair values are estimated by discounting the projected cash flows using the interest rates at which similar amounts of debt could currently be borrowed.

The interest on cash and cash equivalents will vary as short-term yields change. Assuming a hypothetical 0.5 percentage point increase in yields, with all other variables remaining constant, interest income would have increased approximately $0.9 million in the three months ended October 31, 2023.

Commodity Prices

The Company is exposed to market risk from fluctuating prices of purchased commodity raw materials, including steel, filter media and petrochemical-based products including plastics, rubber and adhesives. On an ongoing basis, the Company enters into selective supply arrangements that allow the Company to reduce volatility in its costs. The Company strives to recover or offset all material cost increases through price increases to its customers and the Company’s cost reduction initiatives, which include material substitution, process improvement and product redesigns. However, an increase in commodity prices could result in lower gross profit.

Bankers’ Acceptance Notes

Consistent with common business practice in APAC, the Company has subsidiaries which accept bankers’ acceptance notes from their customers in settlement of certain customer billed accounts receivable. Bankers’ acceptance notes represent a commitment by the issuing financial institution to pay a certain amount of money at a specified future maturity date to the legal owner of the bankers’ acceptance note as of the maturity date. The maturity dates of bankers’ acceptance notes vary, but it is the Company’s policy to only accept bankers’ acceptance notes with maturity dates no more than 180 days from the date of the Company’s receipt of such draft. As of October 31, 2023 and July 31, 2023, the Company owned $12.4 million and $13.2 million, respectively, of these bankers’ acceptance notes and includes them in accounts receivable on the Condensed Consolidated Balance Sheets.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management of the Company, with the participation of its Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period. Based on their evaluation, as of the end of the period covered, the Company’s Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. The Company’s disclosure controls and procedures are designed so information required to be disclosed by the issuer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (SEC) rules and forms and such information is accumulated and communicated to management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) under the Exchange Act) occurred during the fiscal quarter ended October 31, 2023, that 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

Item 1A. Risk Factors

There are inherent risks and uncertainties associated with the Company’s 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 the Company’s business, reputation, financial condition or results of operations. The “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023 outlines the risks and uncertainties the Company believes are the most material to its business.

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

Repurchases of Equity Securities

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 three months ended October 31, 2023 was as follows:


Period	Total Number of Shares Purchased	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
August 1 - August 31, 2023	644,618	$	61.96	644,618	2,273,096
September 1 - September 30, 2023	1,945	64.85		—	2,273,096
October 1 - October 31, 2023	227,801	59.07		226,057	2,047,039
Total	874,364	$	61.22	870,675	2,047,039

On May 31, 2019, the Board of Directors authorized the repurchase of up to 13.0 million shares of the Company’s common stock. This repurchase authorization is effective until terminated by the Board of Directors. The Company has remaining authorization to repurchase 2.0 million shares under this plan. There were no repurchases of common stock made outside of the Company’s current repurchase authorization during the three months ended October 31, 2023. The “Total Number of Shares Purchased” column of the table above includes 3,689 shares of previously owned shares tendered by option holders in payment of the exercise price of options during the fiscal first quarter. While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to cover the withholding of taxes due as a result of exercising stock options or payment of stock-based awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended October 31, 2023, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


3-A			Restated Certificate of Incorporation of Registrant as currently in effect
3-B*			Amended and Restated Bylaws of Registrant, dated as of July 2 8 , 20 23 (Filed as Exhibit 3-B to Form 8-K Report filed on July 2 8 , 20 23 )
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 financial information from the Donaldson Company, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) the Notes to Condensed Consolidated Financial Statements
104			The cover page from the Donaldson Company Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2023, formatted in iXBRL (included as Exhibit 101)


*			Exhibit has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference as an exhibit.
**			Denotes compensatory plan or management contract.

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: December 6, 2023	By:	/s/ Tod E. Carpenter
		Tod E. Carpenter Chairman, President and Chief Executive Officer (Principal Executive Officer)


Date: December 6, 2023	By:	/s/ Scott J. Robinson
		Scott J. Robinson Chief Financial Officer (Principal Financial Officer)


Date: December 6, 2023	By:	/s/ Andrew J. Cebulla
		Andrew J. Cebulla Vice President and Corporate Controller (Principal Accounting Officer)

RESTATED CERTIFICATE OF INCORPORATION

DONALDSON COMPANY, INC.

Donaldson Company, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.The name of the Corporation is Donaldson Company, Inc., and the Corporation’s original Certificate of Incorporation was filed with the Secretary of State on December 24, 1936.

2.Except to the extent expressly permitted by Section 245(c) of the DGCL, this Restated Certificate of Incorporation restates the Corporation’s Certificate of Incorporation, as heretofore amended, in its entirety and only restates and integrates, and does not further amend, the Corporation’s Restated Certificate of Incorporation, as heretofore amended, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

3.This Restated Certificate of Incorporation was duly adopted by the Corporation’s Board of Directors in accordance with Section 245 of the DGCL.

4.The text of the Restated Certificate of Incorporation of the Corporation (as restated, this “Certificate of Incorporation”) is hereby restated in its entirety to read as follows:

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

SECOND. The registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle; 19801; and the name of its registered agent at such address is THE CORPORATION TRUST 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.

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 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.

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.

(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. [Original Incorporators Omitted.]

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.

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 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;

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 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 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.

(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.

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.

IN WITNESS WHEREOF, the undersigned has duly executed this Restated Certificate of Incorporation on this 22nd day of September, 2023.

By: /s/ Amy C. Becker

Name: Amy C. Becker

Title: Chief Legal Officer and Corporate Secretary

Exhibit 31-A

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Tod E. Carpenter, certify that:

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

2.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;

3.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;

4.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:

a)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;

b)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;

c)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

d)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

5.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):

a)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

b)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:	December 6, 2023	/s/ Tod E. Carpenter
		Tod E. Carpenter Chairman, President and Chief Executive Officer

Exhibit 31-B

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott J. Robinson, certify that:

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

b)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:	December 6, 2023	/s/ Scott J. Robinson
		Scott J. Robinson 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 October 31, 2023, for Donaldson Company, Inc.:

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Tod E. Carpenter, Chief Executive Officer of Donaldson Company, Inc., certify that:

1.The Form 10-Q of Donaldson Company, Inc. for the quarter ended October 31, 2023 (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:	December 6, 2023	/s/ Tod E. Carpenter
		Tod E. Carpenter Chairman, President and Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott J. Robinson, Chief Financial Officer of Donaldson Company, Inc., certify that:

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:	December 6, 2023	/s/ Scott J. Robinson
		Scott J. Robinson Chief Financial Officer

COVER PAGE - shares	3 Months Ended
COVER PAGE - shares	Oct. 31, 2023	Nov. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2023
Document Transition Report	false
Entity File Number	1-7891
Entity Registrant Name	DONALDSON COMPANY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	41-0222640
Entity Address, Address Line One	1400 West 94th Street
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55431
City Area Code	952
Local Phone Number	887-3131
Title of each class	Common Stock, $5.00 par value
Trading Symbol(s)	DCI
Name of each exchange on which registered	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		120,135,723
Entity Central Index Key	0000029644
Current Fiscal Year End Date	--07-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus (Q1,Q2,Q3,FY)	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Net sales	$ 846.3	$ 847.3
Cost of sales	545.4	560.1
Gross profit	300.9	287.2
Selling, general and administrative	155.0	149.2
Research and development	21.3	18.7
Operating expenses	176.3	167.9
Operating income	124.6	119.3
Interest expense	5.5	4.5
Other income, net	(3.8)	(1.8)
Earnings before income taxes	122.9	116.6
Income taxes	30.8	29.4
Net earnings	$ 92.1	$ 87.2
Weighted average shares - basic (in shares)	120.9	122.6
Weighted average shares - diluted (in shares)	122.6	123.9
Net earnings per share - basic (in usd per share)	$ 0.76	$ 0.71
Net earnings per share - diluted (in usd per share)	$ 0.75	$ 0.70

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 92.1	$ 87.2
Other comprehensive loss:
Foreign currency translation loss	(37.6)	(40.1)
Pension liability adjustment, net of deferred taxes of $(0.2) and $(0.4), respectively	1.0	1.2
Derivatives:
Gain on hedging derivatives, net of deferred taxes of $(0.1) and $(1.1), respectively	0.1	3.4
Reclassifications of gain on hedging derivatives to net earnings, net of taxes of $(0.2) and $(0.6), respectively	0.7	1.2
Total derivatives	0.8	4.6
Net other comprehensive loss	(35.8)	(34.3)
Comprehensive income	$ 56.3	$ 52.9

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Pension liability adjustment, net of deferred taxes, tax	$ (0.2)	$ (0.4)
Gains (losses) on hedging derivatives, net of deferred taxes, tax	(0.1)	(1.1)
Reclassifications of gain on hedging derivatives to net earnings, net of taxes, tax	$ 0.2	$ 0.6

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Current assets:
Cash and cash equivalents	$ 217.8	$ 187.1
Accounts receivable, less allowances of $5.8 and $8.3, respectively	582.5	599.7
Inventories, net	429.6	418.1
Prepaid expenses and other current assets	83.2	81.1
Total current assets	1,313.1	1,286.0
Property, plant and equipment, net	642.3	652.9
Goodwill	469.3	481.1
Intangible assets, net	181.7	188.1
Other long-term assets	162.2	162.4
Total assets	2,768.6	2,770.5
Current liabilities:
Short-term borrowings	74.6	34.1
Current maturities of long-term debt	210.2	125.0
Accounts payable	324.9	304.9
Accrued employee compensation and related taxes	110.2	119.4
Deferred revenue	26.0	25.3
Income taxes payable	45.5	32.3
Dividend payable	0.0	30.4
Other current liabilities	91.2	85.0
Total current liabilities	882.6	756.4
Long-term debt	366.6	496.6
Non-current income taxes payable	56.8	56.5
Deferred income taxes	27.4	32.3
Other long-term liabilities	99.1	108.0
Total liabilities	1,432.5	1,449.8
Stockholders’ equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized, none issued	0.0	0.0
Common stock, $5.00 par value, 240,000,000 shares authorized, 151,643,194 shares issued	758.2	758.2
Additional paid-in capital	25.6	24.8
Retained earnings	2,180.2	2,087.8
Accumulated other comprehensive loss	(208.3)	(172.5)
Treasury stock, 31,140,923 and 30,528,696 shares, respectively, at cost	(1,419.6)	(1,377.6)
Total stockholders’ equity	1,336.1	1,320.7
Total liabilities and stockholders’ equity	$ 2,768.6	$ 2,770.5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 5.8	$ 8.3
Preferred stock, par value (in usd per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in usd per share)	$ 5.00	$ 5.00
Common stock, shares authorized (in shares)	240,000,000	240,000,000
Common stock, shares issued (in shares)	151,643,194	151,643,194
Treasury stock, common shares (in shares)	31,140,923	30,528,696

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Operating Activities
Net earnings	$ 92.1	$ 87.2
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	24.3	22.4
Deferred income taxes	(4.6)	(3.4)
Stock-based compensation expense	10.5	9.7
Other, net	(0.2)	4.5
Changes in operating assets and liabilities	15.9	(2.2)
Net cash provided by operating activities	138.0	118.2
Investing Activities
Purchases of property, plant and equipment	(23.2)	(28.1)
Net cash used in investing activities	(23.2)	(28.1)
Financing Activities
Proceeds from long-term debt	35.0	0.0
Repayments of long-term debt	(73.8)	(40.0)
Change in short-term borrowings	41.5	(3.3)
Purchase of treasury stock	(53.3)	(45.7)
Dividends paid	(30.2)	(28.2)
Exercise of stock options and other	1.9	4.4
Net cash used in financing activities	(78.9)	(112.8)
Effect of exchange rate changes on cash	(5.2)	(9.6)
Increase (decrease) in cash and cash equivalents	30.7	(32.3)
Cash and cash equivalents, beginning of period	187.1	193.3
Cash and cash equivalents, end of period	217.8	161.0
Supplemental Cash Flow Information
Income taxes paid	21.9	19.8
Interest paid	6.6	5.4
Supplemental Disclosure of Non-Cash Operating and Investing Transactions
Accrued property, plant and equipment additions	15.9	14.7
Leased assets obtained in exchange for new operating lease liabilities	$ 4.4	$ 2.4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance at Jul. 31, 2022	$ 1,133.2	$ 758.2	$ 17.0	$ 1,845.7	$ (205.6)	$ (1,282.1)
Increase (Decrease) in Stockholders' Equity
Net earnings	87.2			87.2
Other comprehensive loss	(34.3)				(34.3)
Treasury stock acquired	(45.7)					(45.7)
Dividends declared	0.1			0.1
Stock compensation and other activity	14.3		5.2	(0.2)		9.3
Ending balance at Oct. 31, 2022	1,154.8	758.2	22.2	1,932.8	(239.9)	(1,318.5)
Beginning balance at Jul. 31, 2023	1,320.7	758.2	24.8	2,087.8	(172.5)	(1,377.6)
Increase (Decrease) in Stockholders' Equity
Net earnings	92.1			92.1
Other comprehensive loss	(35.8)				(35.8)
Treasury stock acquired	(53.7)					(53.7)
Dividends declared	0.1			0.1
Stock compensation and other activity	12.7		0.8	0.2		11.7
Ending balance at Oct. 31, 2023	$ 1,336.1	$ 758.2	$ 25.6	$ 2,180.2	$ (208.3)	$ (1,419.6)

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Significant Accounting Policies	Note 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Donaldson Company, Inc. and its subsidiaries (the Company) have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of earnings, comprehensive income, financial position, cash flows and changes in stockholders’ equity have been included and are of a normal recurring nature. Operating results for the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for future periods. The year-end Condensed Consolidated Balance Sheet information was derived from the Company’s Audited Consolidated Financial Statements but does not include all disclosures required by GAAP. For further information, refer to the Audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The Company’s joint ventures are not majority-owned and are accounted for under the equity method. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. New Significant Accounting Standard Recently Adopted In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The Company adopted ASU 2021-08 in the first quarter of fiscal 2024 and will apply this guidance to all future business combinations. The adoption did not have an impact on its Condensed Consolidated Financial Statements. New Significant Accounting Standards Not Yet Adopted The Company considers the applicability and impact of the FASB’s ASUs issued but not yet adopted. In October 2023, FASB issued ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which modifies the disclosure or presentation requirements of various FASB topics in the Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-K becomes effective, with early adoption prohibited. The Company does not expect adoption of this standard will have a material impact on its financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair values; it also requires additional disclosures, including the nature and remaining duration of such restrictions. The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted. This ASU is applicable to the Company’s fiscal year beginning in the first quarter of fiscal 2025. The Company does not expect adoption of this standard will have a material impact on its financial statements.

Acquisitions

3 Months Ended

Oct. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 2. Acquisitions

Univercells Technologies (UTEC)

Isolere Bio, Inc. (Isolere)

Purchase Price Summary

The components of the above acquisitions, net of cash acquired in fiscal 2023, as of each acquisition date were as follows (in millions):


	2023
Intangible assets:
Technology	$	84.9
Trademarks and tradenames	8.2

Customer relationships	1.2
Non-competition agreements	2.7

Intangible assets acquired	97.0
Tangible assets, net	10.4
Assets acquired, net	107.4
Goodwill	124.0
Aggregate purchase price	231.4
Add deferred tax asset	7.0
Less deferred tax liability	(24.0)

Less cash acquired	(4.8)
Acquisitions, net of cash acquired	$	209.6

Revenue

3 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Note 3. Revenue

Revenue Disaggregation

Net sales, generally disaggregated by location where the customer’s order was placed, were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
U.S. and Canada	$	381.5	$	375.2
Europe, Middle East and Africa (EMEA)	234.4		226.7
Asia Pacific (APAC)	140.0		150.7
Latin America (LATAM)	90.4		94.7
Total net sales	$	846.3	$	847.3

See Note 18 for net sales disaggregated by segment and business unit.

Contract Assets and Liabilities

Inventories, Net

3 Months Ended

Oct. 31, 2023

Inventory Disclosure [Abstract]

Inventories, Net

Note 4. Inventories, Net

The components of inventories, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Raw materials	$	154.9	$	155.1
Work in process	57.2		50.9
Finished products	217.5		212.1
Total inventories, net	$	429.6	$	418.1

Property, Plant and Equipment, Net

3 Months Ended

Oct. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

Note 5. Property, Plant and Equipment, Net

The components of property, plant and equipment, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Land	$	28.8	$	29.3
Buildings	438.0		430.8
Machinery and equipment	997.6		989.0
Computer software	141.8		142.0
Construction in progress	83.3		107.7
Less accumulated depreciation	(1,047.2)		(1,045.9)
Total property, plant and equipment, net	$	642.3	$	652.9

Goodwill and Intangible Assets

3 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

Goodwill

Goodwill by reportable segment was as follows (in millions):



	Mobile Solutions Segment		Industrial Solutions Segment		Life Sciences Segment		Total
Balance as of July 31, 2023	$	25.5	$	289.1	$	166.5	$	481.1
Purchase price adjustments	—		—		(1.1)		(1.1)

Foreign currency translation	(0.1)		(5.6)		(5.0)		(10.7)
Balance as of October 31, 2023	$	25.4	$	283.5	$	160.4	$	469.3

Intangible Assets

There was a foreign currency translation loss of $3.2 million and $2.1 million for the three months ended October 31, 2023 and 2022, respectively.

Intangible asset classes were as follows (in millions):


	Three Months Ended October 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.6	$	105.5	$	(65.9)	$	39.6
Patents	18.7	33.4		(6.7)		26.7
Trademarks	8.8	15.6		(4.2)		11.4
Technology	17.1	115.4		(14.4)		101.0
Non-compete agreements	3.0	3.9		(0.9)		3.0
Total intangible assets		$	273.8	$	(92.1)	$	181.7


	Twelve Months Ended July 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.8	$	107.8	$	(65.6)	$	42.2
Patents	18.9	33.4		(6.3)		27.1
Trademarks	9.0	15.9		(3.9)		12.0
Technology	17.2	116.3		(12.9)		103.4
Non-compete agreements	3.1	4.0		(0.6)		3.4
Total intangible assets		$	277.4	$	(89.3)	$	188.1

Long-Term Debt	3 Months Ended
Long-Term Debt	Oct. 31, 2023
Debt Disclosure [Abstract]
Long-Term Debt	Note 7. Long-Term Debt As of October 31, 2023, there was $437.5 million available and $55.0 million outstanding on the Company’s $500.0 million unsecured revolving credit facility that expires on May 21, 2026. Certain debt agreements contain financial covenants related to interest coverage and leverage ratios, as well as other non-financial covenants. As of October 31, 2023, the Company was in compliance with all such covenants.

Income Taxes	3 Months Ended
Income Taxes	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 8. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The U.S. Internal Revenue Service has completed examinations of the Company’s U.S. federal income tax returns through fiscal 2019. With few exceptions, the Company is no longer subject to state and foreign income tax examinations by tax authorities for years before fiscal 2018. As of October 31, 2023, gross unrecognized tax benefits were $15.1 million and accrued interest and penalties on these unrecognized tax benefits were $1.9 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income taxes in the Condensed Consolidated Statements of Earnings. The Company estimates within the next 12 months it is reasonably possible its uncertain tax positions could decrease by as much as $4.0 million due to lapses in statutes of limitation. The statutes of limitation periods for the Company’s various tax jurisdictions range from two years to 10 years. The Company believes it is remote that any adjustment necessary to the reserve for income taxes over the next 12 months will be material. However, it is possible the ultimate resolution of audits or disputes may result in a material change to the reserve for income taxes, although the quantification of such potential adjustments cannot be made at this time.

Earnings Per Share

3 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 9. Earnings Per Share

Basic and diluted net EPS calculations were as follows (in millions, except per share amounts):


	Three Months Ended October 31,
	2023		2022
Net earnings	$	92.1	$	87.2

Weighted average common shares outstanding
Weighted average common shares – basic	120.9		122.6
Dilutive impact of stock-based awards	1.7		1.3
Weighted average common shares – diluted	122.6		123.9

Net EPS – basic	$	0.76	$	0.71
Net EPS – diluted	$	0.75	$	0.70
Impact of potentially anti-dilutive stock options excluded from net EPS calculation	—		1.7

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Oct. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 10. Stockholders’ Equity Share Repurchases In May 2019, the Company’s Board of Directors authorized the repurchase of up to 13.0 million shares of common stock under the Company’s stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. During the three months ended October 31, 2023, the Company repurchased 0.9 million shares for $53.7 million. During the three months ended October 31, 2022, the Company repurchased 0.9 million shares for $45.7 million. As of October 31, 2023, the Company had remaining authorization to repurchase 2.0 million shares under this plan. On November 17, 2023, the Board of Directors authorized the repurchase of up to 12.0 million shares of common stock under the Company’s stock repurchase plan. This repurchase authorization was effective immediately and will expire or terminate only upon action by the Board of Directors. The remaining shares under the May 2019 authorization were terminated. Dividends Dividends paid were 25.0 cents and 23.0 cents per common share for the three months ended October 31, 2023 and 2022, respectively. On November 17, 2023, the Company’s Board of Directors declared a cash dividend in the amount of 25.0 cents per common share, payable December 20, 2023, to shareholders of record as of December 5, 2023

Accumulated Other Comprehensive Loss

3 Months Ended

Oct. 31, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

Note 11. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended October 31, 2023 and 2022 were as follows (in millions):


	Foreign Currency Translation Adjustment		Pension Benefits			Derivative Financial Instruments			Total
Balance as of July 31, 2023, net of tax	$	(109.6)	$	(67.2)		$	4.3		$	(172.5)
Other comprehensive (loss) income before reclassifications and tax	(37.6)		—			0.2			(37.4)
Tax expense	—		—			(0.1)			(0.1)
Other comprehensive (loss) income before reclassifications, net of tax	(37.6)		—			0.1			(37.5)

Reclassifications, before tax	—		1.2		(1)	0.9			2.1
Tax expense	—		(0.2)			(0.2)			(0.4)
Reclassifications, net of tax	—		1.0			0.7		(2)	1.7
Other comprehensive (loss) income, net of tax	(37.6)		1.0			0.8			(35.8)
Balance as of October 31, 2023, net of tax	$	(147.2)	$	(66.2)		$	5.1		$	(208.3)

Balance as of July 31, 2022, net of tax	$	(143.6)	$	(67.5)		$	5.5		$	(205.6)
Other comprehensive (loss) income before reclassifications and tax	(40.1)		—			4.5			(35.6)
Tax expense	—		—			(1.1)			(1.1)
Other comprehensive (loss) income before reclassifications, net of tax	(40.1)		—			3.4			(36.7)

Reclassifications, before tax	—		1.6		(1)	1.8			3.4
Tax expense	—		(0.4)			(0.6)			(1.0)
Reclassifications, net of tax	—		1.2			1.2		(2)	2.4
Other comprehensive (loss) income, net of tax	(40.1)		1.2			4.6			(34.3)
Balance as of October 31, 2022, net of tax	$	(183.7)	$	(66.3)		$	10.1		$	(239.9)

Stock-Based Compensation

3 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Note 12. Stock-Based Compensation

Stock Options

Pretax stock-based compensation expense associated with options was $8.5 million and $7.5 million for the three months ended October 31, 2023 and 2022, respectively.

Option activity was as follows:


	Options	Weighted Average Exercise Price
Balance outstanding as of July 31, 2023	6,777,407	$	47.80
Granted	770,038	59.66
Exercised	(165,279)	42.93
Expired/forfeited	(20,478)	55.01
Balance outstanding as of October 31, 2023	7,361,688	$	49.13

Performance-Based Awards

Pretax performance-based awards expense was $1.6 million and $1.8 million for the three months ended October 31, 2023 and 2022, respectively.

Performance-based awards for non-vested activity were as follows:


	Performance Shares	Weighted Average Grant Date Fair Value
Balance outstanding as of July 31, 2023	194,761	$	54.46
Granted	114,800	59.66
Vested	—	—
Forfeited	—	—
Balance outstanding as of October 31, 2023	309,561	$	56.39

Employee Benefit Plans

3 Months Ended

Oct. 31, 2023

Retirement Benefits, Description [Abstract]

Employee Benefit Plans

Note 13. Employee Benefit Plans

Net periodic pension costs for the Company’s pension plans were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Service cost	$	1.2	$	1.6
Interest cost	5.1		4.1
Expected return on assets	(6.4)		(6.3)
Prior service cost amortization	—		0.1
Actuarial loss amortization	0.3		0.5


Net periodic pension costs	$	0.2	$	—

Derivative Instruments and Hedging	3 Months Ended
Derivative Instruments and Hedging	Oct. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging	Note 14. Derivative Instruments and Hedging Derivative Fair Value Measurements The Company enters into derivative instrument agreements, including foreign currency forward contracts and net investment hedges, to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit. There is risk the counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors. Contract provisions may require the posting of collateral or settlement of the contracts for various reasons, including if the Company’s credit ratings are downgraded below its investment grade credit rating by any of the major credit agencies or for cross default contractual provisions if there is a failure under other financing arrangements related to payment terms or covenants. As of October 31, 2023 and July 31, 2023, no collateral was posted. The Company does not enter into derivative instrument agreements for trading or speculative purposes. For discussion on the fair value of the Company’s derivatives, see Note 15. Foreign Currency Forward Contracts - Cash Flow Hedges and Derivatives Not Designated as Hedging Instruments The Company buys materials from foreign suppliers. Those transactions can be denominated in those suppliers’ local currency. The Company also sells to customers in foreign countries. Those transactions can be denominated in those customers’ local currency. Both of these transaction types can create volatility in the Company’s financial statements. The Company uses foreign currency forward contracts to manage those exposures and fluctuations. These contracts generally mature in 12 months or less, which is consistent with the forecasts of the related purchases and sales. Certain contracts are designated as cash flow hedges, whereas the remaining contracts, most of which are related to certain intercompany transactions which offset balance sheet exposure, are not designated as hedging instruments. The total notional amount of the foreign currency forward contracts designated as hedges was $76.7 million and $84.9 million as of October 31, 2023 and July 31, 2023, respectively. The total notional amount of the foreign currency forward contracts not designated as hedges was $147.2 million and $147.5 million as of October 31, 2023 and July 31, 2023, respectively. Changes in the fair value of the Company’s designated hedges are reported in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets until the related transaction occurs, see Note 11. Designated hedges are recognized as a component of either net sales, cost of sales, selling, general and administrative expenses or other income, net in the Condensed Consolidated Statements of Earnings upon occurrence of the related hedged transaction. Hedges which are not designated are recognized in other income, net in the Condensed Consolidated Statements of Earnings along with the related hedged transactions. Changes in the fair value of hedges which are not designated, are recognized in other income, net in the Condensed Consolidated Statements of Earnings. Amounts related to foreign currency forward contracts designated as hedges are expected to be reclassified into earnings during the next 12 months based upon the timing of inventory purchases and sales. Net Investment Hedges The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe. The Company has elected the spot method for designating these contracts as net investment hedges. The total notional amount of net investment hedges was €80 million, or $88.8 million, as of October 31, 2023 and July 31, 2023. The maturity dates range from 2027 to 2029. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets. Amounts related to excluded components associated with the net investment hedge are expected to be reclassified into earnings in interest expense in the Condensed Consolidated Statements of Earnings through their maturity. Cash Flows Cash flows from derivative transactions are recorded in operating activities in the Condensed Consolidated Statements of Cash Flows.

Fair Value Measurements

3 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 15. Fair Value Measurements

Short-Term Financial Instruments

Long-Term Debt

Equity Method Investments

Derivative Fair Value Measurements

Fair Value of Derivatives Contracts

The fair value of the Company’s derivative contracts, recorded on the Condensed Consolidated Balance Sheets, was as follows (in millions):


		Assets				Liabilities
	Balance Sheet Location	October 31, 2023		July 31, 2023		October 31, 2023		July 31, 2023
Designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	$	1.7	$	0.6	$	1.0	$	0.1
Net investment hedges	Other current assets and other long-term assets	4.7		3.6		—		—

Total designated		6.4		4.2		1.0		0.1

Not designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	0.6		0.7		1.6		1.4
Total not designated		0.6		0.7		1.6		1.4
Total		$	7.0	$	4.9	$	2.6	$	1.5

Fair Value of Contingent Consideration

Guarantees

3 Months Ended

Oct. 31, 2023

Guarantees [Abstract]

Guarantees

Note 16. Guarantees

Letters of Credit


	October 31, 2023		July 31, 2023
Contingent liability for standby letters of credit issued under the Company’s revolving credit facility	$	7.5	$	7.5
Amounts drawn for letters of credit under the Company’s revolving credit facility	$	—	$	—

Advanced Filtration Systems Inc. (AFSI)

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 17. Commitments and Contingencies The Company records provisions when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and litigation are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. The Company believes the estimated liability in its Condensed Consolidated Financial Statements for claims or litigation is adequate and appropriate for the probable and estimable outcomes. Liabilities recorded were not material to the Company’s financial position, results of operations or liquidity. The Company believes it is remote that the settlement of any of the currently identified claims or litigation will be materially in excess of what is accrued. Contingent Compensation and Consideration Acquisition Agreement - Purilogics The Company's agreement with Purilogics includes deferred payment provisions representing potential milestone payments for Purilogics’ former owners. The provisions are made up of two general types of arrangements, contingent compensation and contingent consideration. The contingent compensation arrangement is contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period. The contingent consideration is not contingent on employment and was recorded as purchase consideration in both other current and other long-term liabilities on the Condensed Consolidated Balance Sheets at the time of the initial acquisition based on the fair value of the estimated liability. The amounts are paid over a three- to five-year period, contingent on the achievement of certain revenue and manufacturing milestones. The total contingent compensation arrangement liability was $1.3 million and $1.1 million as of October 31, 2023 and July 31, 2023, respectively, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets. The maximum payout of the contingent compensation arrangement upon completion of the future performance periods was $3.0 million as of October 31, 2023 and July 31, 2023, inclusive of the $1.3 million and $1.1 million accrued, respectively. The Company primarily determines the contingent consideration liability based on the forecasted probability of achieving the respective milestones. The contingent consideration liability is measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The total contingent consideration liability was $23.5 million and $23.2 million as of October 31, 2023 and July 31, 2023, respectively and was included in other current and other long-term liabilities on the Condensed Consolidated Balance Sheets. The maximum payout of the contingent consideration was $29.0 million, inclusive of the $23.5 million and $23.2 million accrued as of October 31, 2023 and July 31, 2023, respectively. Other Acquisition Agreements For other acquisitions, there was no contingent compensation arrangement liability as of October 31, 2023, as the contingent compensation agreement was terminated. The total contingent compensation arrangement liability was $0.9 million as of July 31, 2023, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets. The total contingent consideration liability was $1.7 million, which was included in other long-term liabilities on the Condensed Consolidated Balance Sheets, as of October 31, 2023 and July 31, 2023. The maximum payout of the contingent consideration was $1.7 million, which concludes three years from the acquisition date of November 22, 2021 and was fully accrued as of October 31, 2023 and July 31, 2023. For additional discussion regarding the fair value of the Company’s contingent consideration liability, see Note 15.

Segment Reporting

3 Months Ended

Oct. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Note 18. Segment Reporting

Segment details were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Net sales
Mobile Solutions	$	540.0	$	555.0
Industrial Solutions	246.2		229.6
Life Sciences	60.1		62.7
Total Company	$	846.3	$	847.3

Earnings (loss) before income taxes
Mobile Solutions	$	92.2	$	80.3
Industrial Solutions	43.3		37.6
Life Sciences	(4.2)		10.8
Corporate and unallocated	(8.4)		(12.1)
Total Company	$	122.9	$	116.6

Assets by segment were as follows (in millions):


	October 31, 2023		July 31, 2023
Mobile Solutions	$	1,266.4	$	1,243.8
Industrial Solutions	770.8		788.1
Life Sciences	509.6		513.8
Corporate and unallocated	221.8		224.8
Total assets	$	2,768.6	$	2,770.5

Net sales by business unit were as follows (in millions):



	Three Months Ended October 31,
	2023		2022
Mobile Solutions segment
Off-Road	$	94.7	$	103.7
On-Road	37.8		36.0
Aftermarket	407.5		415.3
Total Mobile Solutions segment	540.0		555.0

Industrial Solutions segment
Industrial Filtration Solutions	210.6		196.0
Aerospace and Defense	35.6		33.6
Total Industrial Solutions segment	246.2		229.6

Life Sciences segment
Total Life Sciences segment	60.1		62.7

Total Company	$	846.3	$	847.3

Concentrations

Restructuring and Other Charges	3 Months Ended
Restructuring and Other Charges	Oct. 31, 2023
Restructuring and Related Activities [Abstract]
Restructuring and Other Charges	Note 19. Restructuring and Other Charges During the first quarter of fiscal 2023, the Company announced a company-wide organizational redesign to further support the Company’s growth strategies and better serve its customers. In conjunction with the organizational redesign, the Company recorded $7.6 million of charges consisting of $4.2 million of severance charges and $3.4 million of other organizational redesign costs during the three months ended October 31, 2022. These amounts were included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Earnings.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net earnings	$ 92.1	$ 87.2

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	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 (GAAP) in the United States (U.S.) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of earnings, comprehensive income, financial position, cash flows and changes in stockholders’ equity have been included and are of a normal recurring nature. Operating results for the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for future periods. The year-end Condensed Consolidated Balance Sheet information was derived from the Company’s Audited Consolidated Financial Statements but does not include all disclosures required by GAAP. For further information, refer to the Audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023.
Principles Of Consolidation	Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and all its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The Company’s joint ventures are not majority-owned and are accounted for under the equity method.
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
New Significant Accounting Standards Recently Adopted and Not Yet Adopted	New Significant Accounting Standard Recently Adopted In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The Company adopted ASU 2021-08 in the first quarter of fiscal 2024 and will apply this guidance to all future business combinations. The adoption did not have an impact on its Condensed Consolidated Financial Statements. New Significant Accounting Standards Not Yet Adopted The Company considers the applicability and impact of the FASB’s ASUs issued but not yet adopted. In October 2023, FASB issued ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which modifies the disclosure or presentation requirements of various FASB topics in the Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-K becomes effective, with early adoption prohibited. The Company does not expect adoption of this standard will have a material impact on its financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair values; it also requires additional disclosures, including the nature and remaining duration of such restrictions. The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted. This ASU is applicable to the Company’s fiscal year beginning in the first quarter of fiscal 2025. The Company does not expect adoption of this standard will have a material impact on its financial statements.
Earnings Per Share	Basic net earnings per share (EPS) is computed by dividing net earnings by the weighted average number of outstanding common shares. Diluted net EPS is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options and other stock incentive plans.

Acquisitions (Tables)

3 Months Ended

Oct. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of components of acquisitions, net of cash acquired

The components of the above acquisitions, net of cash acquired in fiscal 2023, as of each acquisition date were as follows (in millions):


	2023
Intangible assets:
Technology	$	84.9
Trademarks and tradenames	8.2

Customer relationships	1.2
Non-competition agreements	2.7

Intangible assets acquired	97.0
Tangible assets, net	10.4
Assets acquired, net	107.4
Goodwill	124.0
Aggregate purchase price	231.4
Add deferred tax asset	7.0
Less deferred tax liability	(24.0)

Less cash acquired	(4.8)
Acquisitions, net of cash acquired	$	209.6

Revenue (Tables)

3 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue

Net sales, generally disaggregated by location where the customer’s order was placed, were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
U.S. and Canada	$	381.5	$	375.2
Europe, Middle East and Africa (EMEA)	234.4		226.7
Asia Pacific (APAC)	140.0		150.7
Latin America (LATAM)	90.4		94.7
Total net sales	$	846.3	$	847.3

See Note 18 for net sales disaggregated by segment and business unit.

Inventories, Net (Tables)

3 Months Ended

Oct. 31, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

The components of inventories, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Raw materials	$	154.9	$	155.1
Work in process	57.2		50.9
Finished products	217.5		212.1
Total inventories, net	$	429.6	$	418.1

Property, Plant and Equipment, Net (Tables)

3 Months Ended

Oct. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

The components of property, plant and equipment, net were as follows (in millions):


	October 31, 2023		July 31, 2023
Land	$	28.8	$	29.3
Buildings	438.0		430.8
Machinery and equipment	997.6		989.0
Computer software	141.8		142.0
Construction in progress	83.3		107.7
Less accumulated depreciation	(1,047.2)		(1,045.9)
Total property, plant and equipment, net	$	642.3	$	652.9

Goodwill and Intangible Assets (Tables)

3 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of reconciliation of goodwill

Goodwill by reportable segment was as follows (in millions):



	Mobile Solutions Segment		Industrial Solutions Segment		Life Sciences Segment		Total
Balance as of July 31, 2023	$	25.5	$	289.1	$	166.5	$	481.1
Purchase price adjustments	—		—		(1.1)		(1.1)

Foreign currency translation	(0.1)		(5.6)		(5.0)		(10.7)
Balance as of October 31, 2023	$	25.4	$	283.5	$	160.4	$	469.3

Schedule of finite-lived intangible assets

Intangible asset classes were as follows (in millions):


	Three Months Ended October 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.6	$	105.5	$	(65.9)	$	39.6
Patents	18.7	33.4		(6.7)		26.7
Trademarks	8.8	15.6		(4.2)		11.4
Technology	17.1	115.4		(14.4)		101.0
Non-compete agreements	3.0	3.9		(0.9)		3.0
Total intangible assets		$	273.8	$	(92.1)	$	181.7


	Twelve Months Ended July 31, 2023
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	10.8	$	107.8	$	(65.6)	$	42.2
Patents	18.9	33.4		(6.3)		27.1
Trademarks	9.0	15.9		(3.9)		12.0
Technology	17.2	116.3		(12.9)		103.4
Non-compete agreements	3.1	4.0		(0.6)		3.4
Total intangible assets		$	277.4	$	(89.3)	$	188.1

Earnings Per Share (Tables)

3 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Schedule of basic and diluted net earnings per share

Basic and diluted net EPS calculations were as follows (in millions, except per share amounts):


	Three Months Ended October 31,
	2023		2022
Net earnings	$	92.1	$	87.2

Weighted average common shares outstanding
Weighted average common shares – basic	120.9		122.6
Dilutive impact of stock-based awards	1.7		1.3
Weighted average common shares – diluted	122.6		123.9

Net EPS – basic	$	0.76	$	0.71
Net EPS – diluted	$	0.75	$	0.70
Impact of potentially anti-dilutive stock options excluded from net EPS calculation	—		1.7

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Oct. 31, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of changes in accumulated other comprehensive loss

Changes in accumulated other comprehensive loss for the three months ended October 31, 2023 and 2022 were as follows (in millions):


	Foreign Currency Translation Adjustment		Pension Benefits			Derivative Financial Instruments			Total
Balance as of July 31, 2023, net of tax	$	(109.6)	$	(67.2)		$	4.3		$	(172.5)
Other comprehensive (loss) income before reclassifications and tax	(37.6)		—			0.2			(37.4)
Tax expense	—		—			(0.1)			(0.1)
Other comprehensive (loss) income before reclassifications, net of tax	(37.6)		—			0.1			(37.5)

Reclassifications, before tax	—		1.2		(1)	0.9			2.1
Tax expense	—		(0.2)			(0.2)			(0.4)
Reclassifications, net of tax	—		1.0			0.7		(2)	1.7
Other comprehensive (loss) income, net of tax	(37.6)		1.0			0.8			(35.8)
Balance as of October 31, 2023, net of tax	$	(147.2)	$	(66.2)		$	5.1		$	(208.3)

Balance as of July 31, 2022, net of tax	$	(143.6)	$	(67.5)		$	5.5		$	(205.6)
Other comprehensive (loss) income before reclassifications and tax	(40.1)		—			4.5			(35.6)
Tax expense	—		—			(1.1)			(1.1)
Other comprehensive (loss) income before reclassifications, net of tax	(40.1)		—			3.4			(36.7)

Reclassifications, before tax	—		1.6		(1)	1.8			3.4
Tax expense	—		(0.4)			(0.6)			(1.0)
Reclassifications, net of tax	—		1.2			1.2		(2)	2.4
Other comprehensive (loss) income, net of tax	(40.1)		1.2			4.6			(34.3)
Balance as of October 31, 2022, net of tax	$	(183.7)	$	(66.3)		$	10.1		$	(239.9)

Stock-Based Compensation (Tables)

3 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of stock option activity

Option activity was as follows:


	Options	Weighted Average Exercise Price
Balance outstanding as of July 31, 2023	6,777,407	$	47.80
Granted	770,038	59.66
Exercised	(165,279)	42.93
Expired/forfeited	(20,478)	55.01
Balance outstanding as of October 31, 2023	7,361,688	$	49.13

Schedule of performance shares activity

Performance-based awards for non-vested activity were as follows:


	Performance Shares	Weighted Average Grant Date Fair Value
Balance outstanding as of July 31, 2023	194,761	$	54.46
Granted	114,800	59.66
Vested	—	—
Forfeited	—	—
Balance outstanding as of October 31, 2023	309,561	$	56.39

Employee Benefit Plans (Tables)

3 Months Ended

Oct. 31, 2023

Retirement Benefits, Description [Abstract]

Schedule of net periodic pension costs

Net periodic pension costs for the Company’s pension plans were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Service cost	$	1.2	$	1.6
Interest cost	5.1		4.1
Expected return on assets	(6.4)		(6.3)
Prior service cost amortization	—		0.1
Actuarial loss amortization	0.3		0.5


Net periodic pension costs	$	0.2	$	—

Fair Value Measurements (Tables)

3 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of derivative on the balance sheet

The fair value of the Company’s derivative contracts, recorded on the Condensed Consolidated Balance Sheets, was as follows (in millions):


		Assets				Liabilities
	Balance Sheet Location	October 31, 2023		July 31, 2023		October 31, 2023		July 31, 2023
Designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	$	1.7	$	0.6	$	1.0	$	0.1
Net investment hedges	Other current assets and other long-term assets	4.7		3.6		—		—

Total designated		6.4		4.2		1.0		0.1

Not designated as hedging instruments
Foreign currency forward contracts	Other current assets and other current liabilities	0.6		0.7		1.6		1.4
Total not designated		0.6		0.7		1.6		1.4
Total		$	7.0	$	4.9	$	2.6	$	1.5

Guarantees (Tables)

3 Months Ended

Oct. 31, 2023

Guarantees [Abstract]

Schedule of guarantor obligations

The outstanding contingent liability for standby letters of credit was as follows (in millions):


	October 31, 2023		July 31, 2023
Contingent liability for standby letters of credit issued under the Company’s revolving credit facility	$	7.5	$	7.5
Amounts drawn for letters of credit under the Company’s revolving credit facility	$	—	$	—

Segment Reporting (Tables)

3 Months Ended

Oct. 31, 2023

Segment Reporting [Abstract]

Schedule of segment details

Segment details were as follows (in millions):


	Three Months Ended October 31,
	2023		2022
Net sales
Mobile Solutions	$	540.0	$	555.0
Industrial Solutions	246.2		229.6
Life Sciences	60.1		62.7
Total Company	$	846.3	$	847.3

Earnings (loss) before income taxes
Mobile Solutions	$	92.2	$	80.3
Industrial Solutions	43.3		37.6
Life Sciences	(4.2)		10.8
Corporate and unallocated	(8.4)		(12.1)
Total Company	$	122.9	$	116.6

Net sales by business unit were as follows (in millions):



	Three Months Ended October 31,
	2023		2022
Mobile Solutions segment
Off-Road	$	94.7	$	103.7
On-Road	37.8		36.0
Aftermarket	407.5		415.3
Total Mobile Solutions segment	540.0		555.0

Industrial Solutions segment
Industrial Filtration Solutions	210.6		196.0
Aerospace and Defense	35.6		33.6
Total Industrial Solutions segment	246.2		229.6

Life Sciences segment
Total Life Sciences segment	60.1		62.7

Total Company	$	846.3	$	847.3

Reconciliation of assets from segment

Assets by segment were as follows (in millions):


	October 31, 2023		July 31, 2023
Mobile Solutions	$	1,266.4	$	1,243.8
Industrial Solutions	770.8		788.1
Life Sciences	509.6		513.8
Corporate and unallocated	221.8		224.8
Total assets	$	2,768.6	$	2,770.5

Acquisitions (Narrative) (Details) € in Millions, $ in Millions	3 Months Ended	12 Months Ended
	Apr. 30, 2023 USD ($)	Jul. 31, 2023 USD ($)	Jul. 31, 2023 EUR (€)	Oct. 31, 2023 USD ($)
Business Acquisition
Goodwill		$ 481.1		$ 469.3
Univercells Technologies
Business Acquisition
Acquisitions, net of cash acquired		147.2	€ 134.6
Goodwill		95.8
Intangible assets		52.5
Deferred tax liabilities		13.1
Add deferred tax asset		7.0
Net working capital		(0.9)
Other noncurrent assets		6.6
Other noncurrent liabilities		$ 0.7
Isolere
Business Acquisition
Acquisitions, net of cash acquired	$ 62.4
Goodwill	28.2
Intangible assets	44.5
Deferred tax liabilities	10.9
Net working capital	(0.4)
Other noncurrent assets	1.2
Other noncurrent liabilities	$ 0.2

Acquisitions (Schedule of components of acquisitions, net of cash acquired) (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2023	Oct. 31, 2023
Business Acquisition
Goodwill	$ 481.1	$ 469.3
Isolere And Univercells
Business Acquisition
Intangible assets	97.0
Tangible assets, net	10.4
Assets acquired, net	107.4
Goodwill	124.0
Aggregate purchase price	231.4
Add deferred tax asset	7.0
Less deferred tax liability	(24.0)
Less cash acquired	(4.8)
Acquisitions, net of cash acquired	209.6
Technology \| Isolere And Univercells
Business Acquisition
Intangible assets	84.9
Trademarks and tradenames \| Isolere And Univercells
Business Acquisition
Intangible assets	8.2
Customer relationships \| Isolere And Univercells
Business Acquisition
Intangible assets	1.2
Non-competition agreements \| Isolere And Univercells
Business Acquisition
Intangible assets	$ 2.7

Revenue (Disaggregation of Revenue by Geographical Area) (Details) - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Disaggregation of Revenue
Total net sales	$ 846.3	$ 847.3
U.S. and Canada
Disaggregation of Revenue
Total net sales	381.5	375.2
Europe, Middle East and Africa (EMEA)
Disaggregation of Revenue
Total net sales	234.4	226.7
Asia Pacific (APAC)
Disaggregation of Revenue
Total net sales	140.0	150.7
Latin America (LATAM)
Disaggregation of Revenue
Total net sales	$ 90.4	$ 94.7

Revenue (Narrative) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract assets	$ 11.9	$ 13.3
Contract liabilities	$ 26.0	$ 25.3

Inventories, Net (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Inventory, Net
Raw materials	$ 154.9	$ 155.1
Work in process	57.2	50.9
Finished products	217.5	212.1
Total inventories, net	$ 429.6	$ 418.1

Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Property, Plant and Equipment
Less accumulated depreciation	$ (1,047.2)	$ (1,045.9)
Total property, plant and equipment, net	642.3	652.9
Land
Property, Plant and Equipment
Property, plant and equipment, gross	28.8	29.3
Buildings
Property, Plant and Equipment
Property, plant and equipment, gross	438.0	430.8
Machinery and equipment
Property, Plant and Equipment
Property, plant and equipment, gross	997.6	989.0
Computer software
Property, Plant and Equipment
Property, plant and equipment, gross	141.8	142.0
Construction in progress
Property, Plant and Equipment
Property, plant and equipment, gross	$ 83.3	$ 107.7

Goodwill and Intangible Assets (Reconciliation of Goodwill) (Details) $ in Millions	3 Months Ended
	Oct. 31, 2023 USD ($)
Goodwill
Beginning balance	$ 481.1
Purchase price adjustments	(1.1)
Foreign currency translation	(10.7)
Ending balance	469.3
Mobile Solutions Segment
Goodwill
Beginning balance	25.5
Purchase price adjustments	0.0
Foreign currency translation	(0.1)
Ending balance	25.4
Industrial Solutions Segment
Goodwill
Beginning balance	289.1
Purchase price adjustments	0.0
Foreign currency translation	(5.6)
Ending balance	283.5
Life Sciences Segment
Goodwill
Beginning balance	166.5
Purchase price adjustments	(1.1)
Foreign currency translation	(5.0)
Ending balance	$ 160.4

Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions		3 Months Ended
	Jun. 29, 2023	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023
Finite-Lived Intangible Assets
Foreign currency translation loss		$ 3.2	$ 2.1
Amortization expense		$ 4.0	$ 2.5
Technology
Finite-Lived Intangible Assets
Finite lived intangible asset estimated useful life (in years)		17 years 1 month 6 days		17 years 2 months 12 days
Non-competition agreements
Finite-Lived Intangible Assets
Finite lived intangible asset estimated useful life (in years)		3 years		3 years 1 month 6 days
Univercells Technologies
Finite-Lived Intangible Assets
Intangible assets	$ 52.5
Univercells Technologies \| Technology
Finite-Lived Intangible Assets
Intangible assets	$ 43.2
Finite lived intangible asset estimated useful life (in years)	18 years
Univercells Technologies \| Trademarks and tradenames
Finite-Lived Intangible Assets
Intangible assets	$ 6.7
Finite lived intangible asset estimated useful life (in years)	10 years
Univercells Technologies \| Non-competition agreements
Finite-Lived Intangible Assets
Intangible assets	$ 1.4
Finite lived intangible asset estimated useful life (in years)	2 years
Univercells Technologies \| Customer relationships
Finite-Lived Intangible Assets
Intangible assets	$ 1.2
Finite lived intangible asset estimated useful life (in years)	20 years

Goodwill and Intangible Assets (Reconciliation of Intangible Assets) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 273.8	$ 277.4
Accumulated Amortization	(92.1)	(89.3)
Net	$ 181.7	$ 188.1
Customer relationships \| Weighted Average
Finite-Lived Intangible Assets
Weighted Amortizable Life (in Years)	10 years 7 months 6 days	10 years 9 months 18 days
Gross Carrying Amount	$ 105.5	$ 107.8
Accumulated Amortization	(65.9)	(65.6)
Net	$ 39.6	$ 42.2
Patents
Finite-Lived Intangible Assets
Weighted Amortizable Life (in Years)	18 years 8 months 12 days	18 years 10 months 24 days
Gross Carrying Amount	$ 33.4	$ 33.4
Accumulated Amortization	(6.7)	(6.3)
Net	$ 26.7	$ 27.1
Trademarks
Finite-Lived Intangible Assets
Weighted Amortizable Life (in Years)	8 years 9 months 18 days	9 years
Gross Carrying Amount	$ 15.6	$ 15.9
Accumulated Amortization	(4.2)	(3.9)
Net	$ 11.4	$ 12.0
Technology
Finite-Lived Intangible Assets
Weighted Amortizable Life (in Years)	17 years 1 month 6 days	17 years 2 months 12 days
Gross Carrying Amount	$ 115.4	$ 116.3
Accumulated Amortization	(14.4)	(12.9)
Net	$ 101.0	$ 103.4
Non-compete agreements
Finite-Lived Intangible Assets
Weighted Amortizable Life (in Years)	3 years	3 years 1 month 6 days
Gross Carrying Amount	$ 3.9	$ 4.0
Accumulated Amortization	(0.9)	(0.6)
Net	$ 3.0	$ 3.4

Long-Term Debt (Details) - Unsecured revolving credit facility	Oct. 31, 2023 USD ($)
Debt Instrument
Maximum borrowing capacity	$ 63,000,000
Unsecured revolving credit facility
Debt Instrument
Remaining borrowing capacity	437,500,000
Line of credit	55,000,000
Maximum borrowing capacity	$ 500,000,000

Income Taxes (Details) $ in Millions	3 Months Ended
Income Taxes (Details) $ in Millions	Oct. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 15.1
Accrued interest and penalties on unrecognized tax benefits	1.9
Unrecognized reduction from lapse of statute of limitations	$ 4.0

Earnings Per Share (Information Necessary to Calculate Basic and Diluted Net Earnings Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Earnings Per Share [Abstract]
Net earnings	$ 92.1	$ 87.2
Weighted average common shares outstanding
Weighted average common shares - basic (in shares)	120.9	122.6
Dilutive impact of stock-based awards (in shares)	1.7	1.3
Weighted average common shares - diluted (in shares)	122.6	123.9
Net EPS - basic (in usd per share)	$ 0.76	$ 0.71
Net EPS - diluted (in usd per share)	$ 0.75	$ 0.70
Impact of potentially anti-dilutive stock options excluded from net EPS calculation (in shares)	0.0	1.7

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Nov. 17, 2023	Oct. 31, 2023	Oct. 31, 2022	May 31, 2019
Equity
Number of shares authorized to be repurchased (in shares)				13,000,000
Stock repurchased during the period (in shares)		900,000	900,000
Stock repurchased during the period including excise tax		$ 53.7	$ 45.7
Shares with remaining authorization for repurchase under stock repurchase plan (in shares)		2,000,000
Dividends paid per share (in usd per share)		$ 0.25	$ 0.23
Subsequent Event
Equity
Stock repurchase program, additional shares authorized for repurchase (in shares)	12,000,000
Dividends declared (in usd per share)	$ 25.0

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2024	Jul. 31, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	$ 1,320.7	$ 1,133.2	$ 1,320.7	$ 1,133.2
Other comprehensive (loss) income before reclassifications and tax	(37.4)	(35.6)
Tax expense	(0.1)	(1.1)
Other comprehensive (loss) income before reclassifications, net of tax	(37.5)	(36.7)
Reclassifications, before tax	2.1	3.4
Tax expense	(0.4)	(1.0)
Reclassifications, net of tax	1.7	2.4
Net other comprehensive loss	(35.8)	(34.3)
Ending balance	1,336.1	1,154.8		1,320.7
Total
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(172.5)	(205.6)	(172.5)	(205.6)
Net other comprehensive loss	(35.8)	(34.3)
Ending balance	(208.3)	(239.9)		(172.5)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(109.6)	(143.6)	(109.6)	(143.6)
Other comprehensive (loss) income before reclassifications and tax	(37.6)	(40.1)
Tax expense	0.0	0.0
Other comprehensive (loss) income before reclassifications, net of tax	(37.6)	(40.1)
Reclassifications, before tax	0.0	0.0
Tax expense	0.0	0.0
Reclassifications, net of tax	0.0	0.0
Net other comprehensive loss	(37.6)	(40.1)
Ending balance	(147.2)	(183.7)		(109.6)
Pension Benefits
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	(67.2)	(67.5)	(67.2)	(67.5)
Other comprehensive (loss) income before reclassifications and tax	0.0	0.0
Tax expense	0.0	0.0
Other comprehensive (loss) income before reclassifications, net of tax	0.0	0.0
Reclassifications, before tax	1.2	1.6
Tax expense	(0.2)	(0.4)
Reclassifications, net of tax	1.0	1.2
Net other comprehensive loss	1.0	1.2
Ending balance	(66.2)	(66.3)		(67.2)
Derivative Financial Instruments
Accumulated Other Comprehensive Income (Loss), Net of Tax
Beginning balance	4.3	5.5	4.3	5.5
Other comprehensive (loss) income before reclassifications and tax	0.2	4.5
Tax expense	(0.1)	(1.1)
Other comprehensive (loss) income before reclassifications, net of tax	0.1	3.4
Reclassifications, before tax	0.9	1.8
Tax expense	(0.2)	(0.6)
Reclassifications, net of tax	0.7	1.2
Net other comprehensive loss	0.8	4.6
Ending balance	$ 5.1	$ 10.1		4.3
Accumulated Defined Benefit Plans Adjustment, Foreign Currency Translation Attributable To Parent \| Scenario, Adjustment
Accumulated Other Comprehensive Income (Loss), Net of Tax
Reclassifications, before tax				1.0
Accumulated Defined Benefit Plans Adjustment, Foreign Currency Translation Attributable To Parent \| Scenario, Adjustment \| Subsequent Event
Accumulated Other Comprehensive Income (Loss), Net of Tax
Reclassifications, before tax			0.9
Net amortization of prior service cost and actuarial losses \| Scenario, Adjustment
Accumulated Other Comprehensive Income (Loss), Net of Tax
Other comprehensive (loss) income before reclassifications and tax				$ (0.6)
Net amortization of prior service cost and actuarial losses \| Scenario, Adjustment \| Subsequent Event
Accumulated Other Comprehensive Income (Loss), Net of Tax
Other comprehensive (loss) income before reclassifications and tax			$ (0.3)

Stock-Based Compensation (Narratives) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Options granted, grant date fair value (in usd per share)	$ 18.91	$ 15.50
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award
Pretax performance-based award expense (adjustments)	$ 8.5	$ 7.5
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Pretax performance-based award expense (adjustments)	$ 1.6	$ 1.8
2019 Master Stock Incentive Plan \| Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award
Stock options exercisable term (in years)	10 years
Stock option, award vesting period (in years)	3 years
2019 Master Stock Incentive Plan \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Performance award measurement period (in years)	3 years
Expiration period (in years)	3 years
2019 Master Stock Incentive Plan \| Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Payout percentage based on target award (as a percent)	0.00%
2019 Master Stock Incentive Plan \| Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Payout percentage based on target award (as a percent)	200.00%

Stock-Based Compensation (Summary of Stock Option Activity) (Details)	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Options
Beginning balance (in shares) \| shares	6,777,407
Granted (in shares) \| shares	770,038
Exercised (in shares) \| shares	(165,279)
Expired/forfeited (in shares) \| shares	(20,478)
Ending balance (in shares) \| shares	7,361,688
Weighted Average Exercise Price
Beginning balance (in usd per share) \| $ / shares	$ 47.80
Granted (in usd per share) \| $ / shares	59.66
Exercised (in usd per share) \| $ / shares	42.93
Expired/forfeited (in usd per share) \| $ / shares	55.01
Ending balance (in usd per share) \| $ / shares	$ 49.13

Stock-Based Compensation (Summary of Performance Award Activity) (Details) - Performance Shares	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Performance Shares
Beginning balance (in shares) \| shares	194,761
Granted (in shares) \| shares	114,800
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	309,561
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share) \| $ / shares	$ 54.46
Granted (in usd per share) \| $ / shares	59.66
Vested (in usd per share) \| $ / shares	0
Forfeited (in usd per share) \| $ / shares	0
Ending balance (in usd per share) \| $ / shares	$ 56.39

Employee Benefit Plans (Components of Net Periodic Pension Costs) (Details) - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Net periodic benefit costs
Service cost	$ 1.2	$ 1.6
Interest cost	5.1	4.1
Expected return on assets	(6.4)	(6.3)
Prior service cost amortization	0.0	0.1
Actuarial loss amortization	0.3	0.5
Net periodic pension costs	$ 0.2	$ 0.0
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)

Derivative Instruments and Hedging (Details) € in Millions, $ in Millions	3 Months Ended
	Oct. 31, 2023 USD ($)	Oct. 31, 2023 EUR (€)	Jul. 31, 2023 USD ($)
Fair Value, Inputs, Level 2 \| Designated as Hedging Instrument \| Net Investment Hedging
Derivative
Notional amount		€ 80	$ 88.8
Foreign Exchange Forward
Derivative
Derivative instrument term (in months)	12 months
Foreign Exchange Forward \| Fair Value, Inputs, Level 2 \| Designated as Hedging Instrument
Derivative
Notional amount	$ 76.7		84.9
Foreign Exchange Forward \| Fair Value, Inputs, Level 2 \| Not Designated as Hedging Instrument
Derivative
Notional amount	$ 147.2		$ 147.5

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Contingent consideration liability, fair value	$ 25.2	$ 25.0
Maximum payout, fair value	30.7	30.7
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Equity method investments	23.5	24.4
Fixed Interest Rate \| Fair Value, Inputs, Level 2 \| Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	370.8	378.9
Fixed Interest Rate \| Fair Value, Inputs, Level 2 \| Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	425.0	425.0
Current Portion Of Long-Term Debt, Fixed Interest Rate \| Fair Value, Inputs, Level 2 \| Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	123.7
Current Portion Of Long-Term Debt, Fixed Interest Rate \| Fair Value, Inputs, Level 2 \| Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	125.0
Variable Interest Rate \| Fair Value, Inputs, Level 2 \| Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	153.5	198.4
Variable Interest Rate \| Fair Value, Inputs, Level 2 \| Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt instrument, fair value disclosure	$ 153.5	$ 198.4

Fair Value Measurements (Derivatives on the Balance Sheet) (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	$ 7.0	$ 4.9
Liabilities	2.6	1.5
Designated as Hedging Instrument
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	6.4	4.2
Liabilities	1.0	0.1
Designated as Hedging Instrument \| Net Investment Hedging
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	4.7	3.6
Liabilities	0.0	0.0
Designated as Hedging Instrument \| Foreign Exchange Forward
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	1.7	0.6
Liabilities	1.0	0.1
Not Designated as Hedging Instrument
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	0.6	0.7
Liabilities	1.6	1.4
Not Designated as Hedging Instrument \| Foreign Exchange Forward
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Assets	0.6	0.7
Liabilities	$ 1.6	$ 1.4

Guarantees (Balance Sheet) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Guarantees [Abstract]
Contingent liability for standby letters of credit issued under the Company’s revolving credit facility	$ 7.5	$ 7.5
Amounts drawn for letters of credit under the Company’s revolving credit facility	$ 0.0	$ 0.0

Guarantees (Narrative) (Details) - USD ($)	3 Months Ended
Guarantees (Narrative) (Details) - USD ($)	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023
Advanced Filtration Systems, Inc.
Guarantor Obligations
Investment earnings	$ 1,700,000	$ 1,300,000
Unsecured revolving credit facility
Guarantor Obligations
Available credit facilities	63,000,000
Multi-Currency Revolving Credit Facility
Guarantor Obligations
Available credit facilities	17,000,000
Advanced Filtration Systems, Inc.
Guarantor Obligations
AFSI outstanding debt	$ 56,600,000		$ 59,600,000

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Purilogics, LLC
Business Acquisition
Contingent consideration, non current	$ 1,300,000	$ 1,100,000
Contingent compensation arrangements	3,000,000	3,000,000
Contingent consideration	23,500,000	23,200,000
Maximum payout	$ 29,000,000	29,000,000
Purilogics, LLC \| Minimum
Business Acquisition
Contingent consideration, terminating (in years)	3 years
Purilogics, LLC \| Maximum
Business Acquisition
Contingent consideration, terminating (in years)	5 years
Other acquisitions
Business Acquisition
Contingent consideration	$ 1,700,000	1,700,000
Contingent consideration	$ 0	$ 900,000
Other acquisitions \| Minimum
Business Acquisition
Contingent consideration, terminating (in years)	3 years

Segment Reporting (Narratives) (Details) $ in Millions	3 Months Ended
Segment Reporting (Narratives) (Details) $ in Millions	Oct. 31, 2022 USD ($)
Segment Reporting [Abstract]
Restructuring charges	$ 7.6

Segment Reporting (Schedule of Segment Report) (Details) - USD ($) $ in Millions	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Segment Reporting Information
Net sales	$ 846.3	$ 847.3
Earnings (loss) before income taxes	122.9	116.6
Corporate and unallocated
Segment Reporting Information
Earnings (loss) before income taxes	(8.4)	(12.1)
Mobile Solutions \| Operating Segments
Segment Reporting Information
Net sales	540.0	555.0
Earnings (loss) before income taxes	92.2	80.3
Mobile Solutions \| Operating Segments \| Off-Road
Segment Reporting Information
Net sales	94.7	103.7
Mobile Solutions \| Operating Segments \| On-Road
Segment Reporting Information
Net sales	37.8	36.0
Mobile Solutions \| Operating Segments \| Aftermarket
Segment Reporting Information
Net sales	407.5	415.3
Industrial Solutions \| Operating Segments
Segment Reporting Information
Net sales	246.2	229.6
Earnings (loss) before income taxes	43.3	37.6
Industrial Solutions \| Operating Segments \| Industrial Filtration Solutions
Segment Reporting Information
Net sales	210.6	196.0
Industrial Solutions \| Operating Segments \| Aerospace and Defense
Segment Reporting Information
Net sales	35.6	33.6
Life Sciences \| Operating Segments
Segment Reporting Information
Net sales	60.1	62.7
Earnings (loss) before income taxes	$ (4.2)	$ 10.8

Segment Reporting (Assets by Segment) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jul. 31, 2023
Segment Reporting Information
Total assets	$ 2,768.6	$ 2,770.5
Operating Segments \| Mobile Solutions
Segment Reporting Information
Total assets	1,266.4	1,243.8
Operating Segments \| Industrial Solutions
Segment Reporting Information
Total assets	770.8	788.1
Operating Segments \| Life Sciences
Segment Reporting Information
Total assets	509.6	513.8
Corporate and unallocated
Segment Reporting Information
Total assets	$ 221.8	$ 224.8

Restructuring and Other Charges (Details) $ in Millions	3 Months Ended
Restructuring and Other Charges (Details) $ in Millions	Oct. 31, 2022 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 7.6
Severance costs	4.2
Other restructuring costs	$ 3.4

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