Edgar Filing: MINE SAFETY APPLIANCES CO

Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2012

Commission File No. 1-15579

LOGO

MINE SAFETY APPLIANCES COMPANY

(Exact name of registrant as specified in its charter)


Pennsylvania		25-0668780
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1000 Cranberry Woods Drive Cranberry Township, Pennsylvania		16066-5207
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (724) 776-8600

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 and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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


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

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

On July 20, 2012 there were 36,965,939 shares of common stock outstanding, not including 810,566 shares held by the Mine Safety Appliances Company Stock Compensation Trust.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MINE SAFETY APPLIANCES COMPANY

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Unaudited


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share amounts)	2012			2011			2012			2011
Net sales	$	294,738		$	294,733		$	588,223		$	571,232
Other income, net		8,259			1,159			8,264			1,955

		302,997			295,892			596,487			573,187

Costs and expenses
Cost of products sold		171,612			175,724			338,106			341,826
Selling, general and administrative		77,922			75,716			154,985			148,761
Research and development		10,342			9,440			19,634			19,983
Restructuring and other charges		—			2,027			—			5,114
Interest expense		2,914			3,788			6,063			7,225
Currency exchange (gains) losses		(1,192	)		(111	)		1,228			555

		261,598			266,584			520,016			523,464

Income before income taxes		41,399			29,308			76,471			49,723
Provision for income taxes		13,120			9,827			23,870			16,746

Net income		28,279			19,481			52,601			32,977
Net (income) loss attributable to noncontrolling interests		(284	)		111			(684	)		(76	)

Net income attributable to Mine Safety Appliances Company		27,995			19,592			51,917			32,901

Earnings per share attributable to Mine Safety Appliances Company common shareholders
Basic	$	0.76		$	0.53		$	1.41		$	0.90

Diluted	$	0.75		$	0.53		$	1.39		$	0.88

Dividends per common share	$	0.28		$	0.26		$	0.54		$	0.51

See notes to condensed consolidated financial statements.

-2-

MINE SAFETY APPLIANCES COMPANY

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Unaudited


	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2012			2011		2012			2011
Net income	$	28,279		$	19,481	$	52,601		$	32,977
Foreign currency translation (loss) gain		(12,863	)		5,005		(3,499	)		13,596

Comprehensive income		15,416			24,486		49,102			46,573
Comprehensive loss (income) attributable to noncontrolling interests		170			50		(596	)		51

Comprehensive income attributable to Mine Safety Appliances Company		15,586			24,536		48,506			46,624

See notes to condensed consolidated financial statements.

-3-

MINE SAFETY APPLIANCES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET

Unaudited


(In thousands, except share amounts)	June 30, 2012			December 31, 2011
Assets
Current assets
Cash and cash equivalents	$	65,062		$	59,938
Trade receivables, less allowance for doubtful accounts of $7,644 and $7,043		217,291			192,627
Inventories		143,668			141,475
Deferred tax assets		22,601			21,744
Income taxes receivable		13,031			13,769
Prepaid expenses and other current assets		21,789			29,296

Total current assets		483,442			458,849

Property, less accumulated depreciation of $304,741 and $311,272		146,660			145,763
Prepaid pension cost		59,581			58,075
Deferred tax assets		11,426			12,065
Goodwill		256,069			259,084
Other noncurrent assets		181,036			181,216

Total assets		1,138,214			1,115,052

Liabilities
Current liabilities
Notes payable and current portion of long-term debt	$	8,548		$	8,263
Accounts payable		67,665			50,208
Employees’ compensation		34,434			38,400
Insurance and product liability		21,007			15,738
Taxes on income		13,116			3,051
Other current liabilities		55,044			56,110

Total current liabilities		199,814			171,770

Long-term debt		294,011			334,046
Pensions and other employee benefits		124,163			124,310
Deferred tax liabilities		30,333			30,458
Other noncurrent liabilities		14,526			15,057

Total liabilities		662,847			675,641

Commitments and Contingencies
Shareholders’ Equity
Mine Safety Appliances Company shareholders’ equity:
Preferred stock, 4 ¹/₂% cumulative, authorized 100,000 shares of $50 par value, issued 71,373 and 71,373 shares, callable at $52.50 per share		3,569			3,569
Second cumulative preferred voting stock, authorized 1,000,000 shares of $10 par value, none issued		—			—
Common stock, no par value, issued 62,081,391 and 62,081,391 shares, outstanding 36,965,939 and 36,692,590 shares		105,054			97,276
Stock compensation trust, 810,566 and 1,162,784 shares		(4,231	)		(6,070	)
Treasury shares, at cost, preferred—52,878 and 52,878 shares, common—24,304,886 and 24,226,017 shares		(269,094	)		(266,231	)
Accumulated other comprehensive loss		(106,595	)		(103,184	)
Retained earnings		740,323			708,306

Total Mine Safety Appliances Company shareholders’ equity		469,026			433,666
Noncontrolling interests		6,341			5,745

Total shareholders’ equity		475,367			439,411

Total liabilities and shareholders’ equity		1,138,214			1,115,052

See notes to condensed consolidated financial statements.

-4-

MINE SAFETY APPLIANCES COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited


	Six Months Ended June 30,
(In thousands)	2012			2011
Operating Activities
Net income	$	52,601		$	32,977
Depreciation and amortization		15,911			16,728
Pensions		1,352			(2,448	)
Net gain from investing activities – disposal of assets		(7,891	)		(254	)
Stock-based compensation		5,295			4,643
Deferred income tax provision (benefit)		273			(1,657	)
Other noncurrent assets and liabilities		(5,267	)		(15,747	)
Currency exchange losses		1,228			555
Excess tax (benefit) provision related to stock plans		(1,305	)		253
Other, net		(1,317	)		636

Operating cash flow before changes in working capital		60,880			35,686

Trade receivables		(25,965	)		(11,794	)
Inventories		(6,914	)		(9,857	)
Accounts payable and accrued liabilities		28,233			(3,600	)
Income taxes receivable, prepaid expenses and other current assets		8,795			8,245

Decrease (increase) in working capital		4,149			(17,006	)

Cash flow from operating activities		65,029			18,680

Investing Activities
Capital expenditures		(17,814	)		(14,027	)
Property disposals		16,721			889
Other investing		—			333

Cash flow from investing activities		(1,093	)		(12,805	)

Financing Activities
Proceeds from short-term debt, net		286			24
Proceeds from long-term debt		79,500			42,500
Payments on long-term debt		(119,500	)		(27,500	)
Cash dividends paid		(19,900	)		(18,675	)
Company stock purchases		(2,863	)		(624	)
Exercise of stock options		3,016			268
Excess tax benefit (provision) related to stock plans		1,305			(253	)

Cash flow from financing activities		(58,156	)		(4,260	)

Effect of exchange rate changes on cash		(656	)		2,401

Increase in cash and cash equivalents		5,124			4,016
Beginning cash and cash equivalents		59,938			59,760

Ending cash and cash equivalents		65,062			63,776

See notes to condensed consolidated financial statements.

-5-

MINE SAFETY APPLIANCES COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

(1) Basis of Presentation

We have prepared the condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these financial statements is unaudited; however, we believe that all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of these interim periods have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

The condensed consolidated financial statements include the accounts of the company and all subsidiaries. Intercompany accounts and transactions have been eliminated.

(2) Restructuring and Other Charges

We did not incur any restructuring charges during the three and six months ended June 30, 2012.

During the three and six months ended June 30, 2011, we recorded charges of $2.0 million ($1.3 million after tax) and $5.1 million ($3.3 million after tax), respectively. European segment charges for the six months ended June 30, 2011 of $3.1 million related primarily to staff reductions in Germany, France and Spain and the transfer of certain production activities to China and the United States. North American segment charges for the six months ended June 30, 2011 of $1.1 million included costs associated with the relocation of certain administrative and production activities. International segment charges for the six months ended June 30, 2011 of $0.9 million were related to severance costs associated with the relocation of our Wuxi, China operations to Suzhou, China.

(3) Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss are as follows:


(In thousands)	June 30, 2012			December 31, 2011
Cumulative translation adjustments	$	(2,582	)	$	829
Pension and post-retirement plan adjustments		(104,013	)		(104,013	)

Accumulated other comprehensive loss		(106,595	)		(103,184	)

(4) Earnings per Share

Basic earnings per share is computed by dividing net income, after the deduction of preferred stock dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities. Participating securities are defined as unvested stock-based payment awards that contain nonforfeitable rights to dividends.

-6-


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share amounts)	2012			2011			2012			2011
Net income attributable to Mine Safety Appliances Company	$	27,995		$	19,592		$	51,917		$	32,901
Preferred stock dividends		(10	)		(10	)		(20	)		(20	)

Income available to common equity		27,985			19,582			51,897			32,881
Dividends and undistributed earnings allocated to participating securities		(258	)		(213	)		(519	)		(355	)

Income available to common shareholders		27,727			19,369			51,378			32,526

Basic earnings per common share	$	0.76		$	0.53		$	1.41		$	0.90

Diluted earnings per common share	$	0.75		$	0.53		$	1.39		$	0.88

Basic shares outstanding		36,590			36,217			36,486			36,191
Stock options and other stock compensation		491			637			500			634

Diluted shares outstanding		37,081			36,854			36,986			36,825

Antidilutive stock options		410			730			410			730

(5) Segment Information

We are organized into geographic operating segments based on management responsibilities. The operating segments have been aggregated (based on economic similarities, the nature of their products, end-user markets and methods of distribution) into three reportable segments: North America, Europe, and International. Reportable segment information is presented in the following table:


(In thousands)	North America		Europe		International		Reconciling Items			Consolidated Totals
Three Months Ended June 30, 2012
Sales to external customers	$	145,300	$	67,324	$	82,114	$	—		$	294,738
Intercompany sales		31,273		25,733		5,322		(62,328	)		—
Net income attributable to Mine Safety Appliances Company		20,279		2,134		3,619		1,963			27,995
Six Months Ended June 30, 2012
Sales to external customers	$	282,784	$	139,790	$	165,649	$	—		$	588,223
Intercompany sales		57,891		50,642		9,868		(118,401	)		—
Net income (loss) attributable to Mine Safety Appliances Company		36,536		7,755		11,884		(4,258	)		51,917
Three Months Ended June 30, 2011
Sales to external customers	$	137,691	$	74,868	$	82,174	$	—		$	294,733
Intercompany sales		25,917		30,311		4,359		(60,587	)		—
Net income (loss) attributable to Mine Safety Appliances Company		16,111		2,094		6,466		(5,079	)		19,592
Six Months Ended June 30, 2011
Sales to external customers	$	268,607	$	139,707	$	162,918	$	—		$	571,232
Intercompany sales		50,460		58,698		8,017		(117,175	)		—
Net income (loss) attributable to Mine Safety Appliances Company		25,934		3,681		13,843		(10,557	)		32,901

-7-

Reconciling items consist primarily of intercompany eliminations and items reported at the corporate level.

(6) Pensions and Other Postretirement Benefits

Components of net periodic benefit cost (credit) consisted of the following:


	Pension Benefits						Other Benefits
(In thousands)	2012			2011			2012			2011
Three months ended June 30
Service cost	$	2,436		$	2,165		$	174		$	218
Interest cost		4,789			4,876			316			435
Expected return on plan assets		(8,101	)		(8,542	)		—			—
Amortization of transition amounts		1			1			—			—
Amortization of prior service cost		76			26			(114	)		(113	)
Recognized net actuarial losses		1,476			288			132			213

Net periodic benefit cost (credit)		677			(1,186	)		508			753

Six months ended June 30
Service cost	$	4,872		$	4,329		$	348		$	436
Interest cost		9,578			9,751			632			870
Expected return on plan assets		(16,202	)		(17,068	)		—			—
Amortization of transition amounts		2			2			—			—
Amortization of prior service cost		152			52			(228	)		(227	)
Recognized net actuarial losses		2,950			486			264			426

Net periodic benefit cost (credit)		1,352			(2,448	)		1,016			1,505

We made contributions of $2.0 million to our pension plans during the six months ended June 30, 2012. We expect to make total contributions of approximately $4.1 million to our pension plans in 2012.

(7) Goodwill and Intangible Assets

Changes in goodwill during the six months ended June 30, 2012 were as follows:


(In thousands)	Goodwill
Net balance at January 1	$	259,084
Disposals		(1,800	)
Currency translation		(1,215	)

Net balance at June 30		256,069

At June 30, 2012, goodwill of approximately $196.5 million, $56.8 million, and $2.8 million related to the North American, European, and International reporting units, respectively.

Changes in intangible assets, net of accumulated amortization (which are reported in other noncurrent assets) during the six months ended June 30, 2012 were as follows:


(In thousands)	Intangibles
Net balance at January 1	$	47,119
Amortization expense		(2,219	)
Currency translation		(110	)

Net balance at June 30		44,790

-8-

(8) Inventories


(In thousands)	June 30, 2012		December 31, 2011
Finished products	$	69,255	$	65,687
Work in process		15,471		17,000
Raw materials and supplies		58,942		58,788

Total inventories		143,668		141,475

(9) Stock Plans

The 2008 Management Equity Incentive Plan provides for various forms of stock-based compensation for eligible employees through May 2018. Management stock-based compensation includes stock options, restricted stock, and performance stock units. The 2008 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2018. Stock options are granted at market value option prices and expire after ten years. Stock options are exercisable beginning three years after the grant date. Restricted stock is granted without payment to the company and generally vests three years after the grant date. Certain restricted stock for management retention vests in three equal tranches four, five, and six years after the grant date. Unvested restricted stock for management retention is forfeited if the grantee’s employment with the company terminates for any reason other than death or disability. Restricted stock and performance stock units are valued at the market value of the stock on the grant date. The final number of shares to be issued for performance stock units may range from zero to 200% of the target award based on achieving a targeted return on net assets or total shareholder return over a three year performance period relative to a pre-determined peer group of companies. We issue Stock Compensation Trust shares or new shares for stock option exercises, restricted stock grants, and performance stock unit grants.

Stock compensation expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30
(In thousands)	2012		2011		2012		2011
Stock compensation expense	$	2,377	$	1,957	$	5,295	$	4,643
Income tax benefit		886		664		1,934		1,534

Stock compensation expense, net of income tax benefit		1,491		1,293		3,361		3,109

A summary of stock option activity for the six months ended June 30, 2012 follows:


	Shares			Weighted Average Exercise Price
Outstanding at January 1		1,818,640		$	30.94
Granted		196,469			37.33
Exercised		(166,752	)		18.09
Expired		(5,093	)		43.33

Outstanding at June 30		1,843,264			32.75

Exercisable at June 30		1,156,570			33.93

-9-

A summary of restricted stock activity for the six months ended June 30, 2012 follows:


	Shares			Weighted Average Grant Date Fair Value
Unvested at January 1		512,254		$	25.66
Granted		121,619			37.46
Vested		(203,874	)		20.16
Forfeited		(5,427	)		26.33

Unvested at June 30		424,572			31.67

A summary of performance stock unit activity for the six months ended June 30, 2012 follows:


	Shares			Weighted Average Grant Date Fair Value
Unvested at January 1		125,443		$	25.27
Granted		50,428			36.69
Performance adjustments		(1,466	)		17.83
Vested		(46,206	)		17.83

Unvested at June 30		128,199			32.53

(10) Derivative Financial Instruments

As part of our currency exchange rate risk management strategy, we may enter into certain derivative foreign currency forward contracts that do not meet the GAAP criteria for hedge accounting, but which have the impact of partially offsetting certain foreign currency exposures. We account for these forward contracts at fair value and report the related gains or losses in currency exchange gains or losses. The notional amount of open forward contracts at June 30, 2012 was $16.6 million. The unrealized gain on these contracts was immaterial.

The following table presents the balance sheet location and fair value of assets and liabilities associated with derivative financial instruments:


(In thousands)	June 30, 2012		December 31, 2011
Derivatives not designated as hedging instruments
Foreign exchange contracts:
Prepaid expenses and other current assets	$	212	$	—
Other current liabilities		2		50

The following table presents the income statement location and impact of derivative financial instruments:


		(Gain) Loss Recognized in Income
		Six Months Ended June 30,
(In thousands)	Income Statement Location	2012			2011
Derivatives not designated as hedging instruments
Foreign exchange contracts	Currency exchange (gains) losses	$	(32	)	$	(225	)

-10-

(11) Income Taxes

At June 30, 2012, we had a gross liability for unrecognized tax benefits of $12.8 million. We have recognized tax benefits associated with these liabilities of $11.4 million at June 30, 2012. These balances are unchanged since December 31, 2011. We do not expect that the total amount of the unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. Our liability for accrued interest and penalties related to uncertain tax positions was $1.1 million at June 30, 2012.

(12) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:

•

Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

•

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3—Unobservable inputs for the asset or liability.

The valuation methodologies we used to measure financial assets and liabilities were limited to the derivative financial instruments described in Note 10. We estimate the fair value of the derivative financial instruments, consisting of foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy.

(13) Fair Value of Financial Instruments

With the exception of fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and liabilities approximate their fair values. At June 30, 2012, the reported carrying amount of our fixed rate long-term debt (including the current portion) was $168.0 million and the fair value was $177.2 million. The fair value of our long-term debt was determined using cash flow valuation models to estimate the market value of similar transactions as of June 30, 2012. Accordingly, the fair value of fixed rate long-term debt is classified within Level 2 of the fair value hierarchy.

(14) Assets Held for Sale

Certain assets related to detector tube manufacturing are classified as held for sale at June 30, 2012. These assets are reported in the following balance sheet lines:


(In millions)	June 30, 2012
Inventory	$	1.9
Property, net of depreciation		0.3

Total assets		2.2

The potential impact of the sale of detector tube assets is not expected to be material to net income or earnings per share.

-11-

(15) Contingencies

We categorize the product liability losses that we experience into two main categories, single incident and cumulative trauma. Single incident product liability claims are discrete incidents that are typically known to us when they occur and involve observable injuries and, therefore, more quantifiable damages. Therefore, we maintain a reserve for single incident product liability claims based on expected settlement costs for pending claims and an estimate of costs for unreported claims derived from experience, sales volumes and other relevant information. Our reserve for single incident product liability claims was $4.6 million at June 30, 2012 and $4.7 million at December 31, 2011. Single incident product liability expense during the six months ended June 30, 2012 and 2011 was $0.6 million and $0.7 million, respectively. We evaluate our single incident product liability exposures on an ongoing basis and make adjustments to the reserve as new information becomes available.

Cumulative trauma product liability claims involve exposures to harmful substances (e.g., silica, asbestos and coal dust) that occurred many years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis or coal worker’s pneumoconiosis. We are presently named as a defendant in 2,567 lawsuits in which plaintiffs allege to have contracted certain cumulative trauma diseases related to exposure to silica, asbestos, and/or coal dust. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by us. We are unable to estimate total damages sought in these lawsuits as they generally do not specify the injuries alleged or the amount of damages sought, and potentially involve multiple defendants.

Cumulative trauma product liability litigation is difficult to predict. In our experience, until late in a lawsuit, we cannot reasonably determine whether it is probable that any given cumulative trauma lawsuit will ultimately result in a liability. This uncertainty is caused by many factors, including the following: cumulative trauma complaints generally do not provide information sufficient to determine if a loss is probable; cumulative trauma litigation is inherently unpredictable and information is often insufficient to determine if a lawsuit will develop into an actively litigated case; and even when a case is actively litigated, it is often difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit. Moreover, even once it is probable that such a lawsuit will result in a loss, it is difficult to reasonably estimate the amount of actual loss that will be incurred. These amounts are highly variable and turn on a case-by-case analysis of the relevant facts, which are often not learned until late in the lawsuit.

Because of these factors, we cannot reliably determine our potential liability for such claims until late in the lawsuit. We, therefore, do not record cumulative trauma product liability losses when a lawsuit is filed, but rather, when we learn sufficient information to determine that it is probable that we will incur a loss and the amount of loss can be reasonably estimated. We record expenses for defense costs associated with open cumulative trauma product liability lawsuits as incurred.

We cannot estimate any amount or range of possible losses related to resolving pending and future cumulative trauma product liability claims that we may face because of the factors described above. As new information about cumulative trauma product liability cases and future developments becomes available, we reassess our potential exposures.

A summary of cumulative trauma product liability claims activity follows:


	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Open claims, beginning of period		2,321			1,900
New claims		337			479
Settled and dismissed claims		(91	)		(58	)

Open claims, end of period		2,567			2,321

-12-

With some common contract exclusions, we maintain insurance for cumulative trauma product liability claims. We have purchased insurance policies from over 20 different insurance carriers that provide coverage for cumulative trauma product liability losses and related defense costs. In the normal course of business, we make payments to settle product liability claims and for related defense costs. We record receivables for the amounts that are covered by insurance. The available limits of these policies are many times our recorded insurance receivable balance.

Various factors could affect the timing and amount of recovery of our insurance receivables, including the outcome of negotiations with insurers, legal proceedings with respect to product liability insurance coverage and the extent to which insurers may become insolvent in the future.

Our insurance receivables at June 30, 2012 totaled $116.0 million, of which $2.0 million is reported in other current assets and $114.0 million in other non-current assets. Our insurance receivables at December 31, 2011 totaled $112.1 million, all of which is reported in other non-current assets.

A summary of insurance receivable balances and activity related to cumulative trauma product liability losses follows:


(In millions)	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Balance beginning of period	$	112.1		$	89.0
Additions		13.7			35.6
Collections and settlements		(9.8	)		(12.5	)

Balance end of period		116.0			112.1

Additions to insurance receivables in the above table represent insured cumulative trauma product liability losses and related defense costs. Uninsured cumulative trauma losses were $5.9 million during the six months ended June 30, 2012. There were no uninsured cumulative trauma product liability losses during the six month periods ended June 30, 2011.

Our aggregate cumulative trauma product liability losses and administrative and defense costs for the three years ended December 31, 2011, totaled approximately $102.7 million, substantially all of which was insured.

We believe that the increase in the insurance receivable balance that we have experienced since 2005 is primarily due to disagreements among our insurance carriers, and consequently with us, as to when their individual obligations to pay us are triggered and the amount of each insurer’s obligation, as compared to other insurers. We believe that our insurers do not contest that they have issued policies to us or that these policies cover cumulative trauma product liability claims. We believe that our ability to successfully resolve our insurance litigation with various insurance carriers during 2011 and 2010 demonstrates that we had strong legal positions concerning our rights to coverage.

We regularly evaluate the collectability of the insurance receivables and record the amounts that we conclude are probable of collection. Our conclusions are based on our analysis of the terms of the underlying insurance policies, our experience in successfully recovering cumulative trauma product liability claims from our insurers under other policies, the financial ability of our insurance carriers to pay the claims, our understanding and interpretation of the relevant facts and applicable law and the advice of legal counsel, who believe that our insurers are required to provide coverage based on the terms of the policies.

-13-

Although the outcome of cumulative trauma product liability matters cannot be predicted with certainty and unfavorable resolutions could materially affect our results of operations on a quarter-to-quarter basis, based on information currently available and the amounts of insurance coverage available to us, we believe that the disposition of cumulative trauma product liability lawsuits that are pending against us will not have a materially adverse effect on our future results of operations, financial condition, or liquidity.

We are currently involved in insurance coverage litigations with various of our insurance carriers.

In 2009, we sued The North River Insurance Company (North River) in the United States District Court for the Western District of Pennsylvania, alleging that North River breached one of its insurance policies by failing to pay amounts owed to us and that it engaged in bad-faith claims handling. We believe that North River’s refusal to indemnify us under the policy for product liability losses and legal fees paid by us is wholly contrary to Pennsylvania law and we are vigorously pursuing the legal actions necessary to collect all due amounts. The case is currently in discovery.

In 2010, North River sued us in the Court of Common Pleas of Allegheny County, Pennsylvania seeking a declaratory judgment concerning their responsibilities under three additional policies shared with Allstate Insurance Company (as successor in interest to policies issued by the Northbrook Excess and Surplus Insurance Company). We asserted claims against North River and Allstate for breaches of contract for failures to pay amounts owed to us. We also alleged that North River engaged in bad-faith claims handling. We believe that North River’s and Allstate’s refusals to indemnify us under these policies for product liability losses and legal fees paid by us is wholly contrary to Pennsylvania law and we are vigorously pursuing the legal actions necessary to collect all due amounts. The case is currently in discovery.

In July 2010, we filed a lawsuit in the Superior Court of the State of Delaware seeking declaratory and other relief from the majority of our excess insurance carriers concerning the future rights and obligations of MSA and our excess insurance carriers under various insurance policies. The reason for this insurance coverage action is to secure a comprehensive resolution of our rights under the insurance policies issued by our insurers. In January 2011, the Superior Court of the State of Delaware granted a stay of the lawsuit, pending resolution of the two above-referenced actions in the United States District Court for the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County, Pennsylvania. Although those lawsuits have not yet reached conclusion, in March 2012 the Court lifted the stay. The case will proceed to discovery. We have resolved our claims against certain of our insurance carriers on some of their policies through negotiated settlements. When settlement is reached, we dismiss the settling carrier from this action in Delaware.

(16) Recently Adopted and Recently Issued Accounting Standards

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement—Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This ASU updated measurement guidance to improve the comparability of fair value measurements between U.S. GAAP and International Financial Reporting Standards and enhanced disclosure requirements. The most significant change in disclosures is an expansion of information related to fair value measurements categorized within Level 3 of the fair value hierarchy. The adoption of this ASU on January 1, 2012 did not have a material effect on our consolidated financial statements.

-14-

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income—Presentation of Comprehensive Income. This ASU requires net income and comprehensive income to be presented in either a single continuous statement or in two separate, but consecutive, statements. The ASU eliminates the option of presenting other comprehensive income in the statement of shareholders’ equity. In December 2011, the FASB issued ASU 2011-12, which indefinitely deferred the ASU 2011-5 requirement related to the presentation of reclassification adjustments from accumulated other comprehensive income. The adoption of ASU 2011-05 on January 1, 2012 did not have a material effect on our results of operations or financial position, but did change the format of the presentation of comprehensive income.

In September 2011, the FASB issued ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment. This ASU reduces the complexity of performing an annual goodwill impairment test by permitting companies to perform an assessment of qualitative factors to determine whether additional goodwill impairment testing is necessary. The adoption of this ASU on January 1, 2012 did not have a material effect on our consolidated financial statements.

-15-

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this report on Form 10-Q. This discussion may contain forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions, and projections about our industry, business, and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors. These factors include, but are not limited to, spending patterns of government agencies, competitive pressures, product liability claims and our ability to collect related insurance receivables, the success of new product introductions, currency exchange rate fluctuations, the identification and successful integration of acquisitions, and the risks of doing business in foreign countries. For a discussion of risk factors affecting our business, see Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011.

BUSINESS OVERVIEW

We are a global leader in the development, manufacture and supply of products that protect people’s health and safety. Our safety products typically integrate any combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life threatening situations. Our comprehensive lines of safety products are used by workers around the world in the fire service, oil, gas, and petrochemical, mining, construction and other industries, as well as the military and homeland security. We are committed to providing our customers with service unmatched in the safety industry and, in the process, enhancing our ability to provide a growing line of safety solutions for customers in key global markets.

We tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. We believe that we best serve these customer preferences by organizing our business into three reportable geographic segments: North America, Europe and International. Each segment includes a number of operating companies. In 2011, 48%, 24% and 28% of our net sales were made by our North American, European and International segments, respectively.

North America. Our largest manufacturing and research and development facilities are located in the United States. We serve our North American markets with sales and distribution functions in the U.S., Canada, and Mexico.

Europe. Our European segment includes companies in most Western European countries and a number of Eastern European and Middle Eastern locations. Our largest European companies, based in Germany and France, develop, manufacture, and sell a wide variety of products. Operations in other European countries focus primarily on sales and distribution in their respective home country markets. While some of these companies may perform limited production, most of their sales are of products that are manufactured in our plants in Germany, France, the U.S., and China, or are purchased from third party vendors.

International. Our International segment includes companies in South America, Africa and the Asia Pacific region, some of which are in developing regions of the world. Principal International segment manufacturing operations are located in Australia, Brazil, China and South Africa. These companies manufacture products that are sold primarily in each company’s home country and regional markets. The other companies in the International segment focus primarily on sales and distribution in their respective home country markets. While some of these companies may perform limited production, most of their sales are of products that are manufactured in our plants in China, Germany, France and the U.S., or are purchased from third party vendors.

-16-

RESULTS OF OPERATIONS

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Net sales. Net sales for the three months ended June 30, 2012 were steady at $294.7 million. Improvements in local currency sales were offset by the unfavorable translation effects of weaker European and International currencies when stated in U.S. dollars.


	Three Months Ended June 30,				Dollar Increase (Decrease)			Percent Increase (Decrease)
(In millions)	2012		2011		Dollar Increase (Decrease)			Percent Increase (Decrease)
North America	$	145.3	$	137.7	$	7.6			6	%
Europe		67.3		74.9		(7.6	)		(10	%)
International		82.1		82.2		(0.1	)		—

Net sales by the North American segment were $145.3 million for the second quarter of 2012, an increase of $7.6 million, or 6%, compared to $137.7 million for the second quarter of 2011. During the current quarter, we continued to see growing demand in the oil and gas market, as well as other core industrial markets, which resulted in higher shipments of instruments and head protection, up $10.6 million and $1.6 million, respectively. These increases were partially offset by a $5.0 million decrease in shipments of ballistic vests and Advanced Combat Helmets (ACH) to the military. We divested our ballistic vest and North American ACH businesses during the fourth quarter of 2011 and the second quarter of 2012, respectively.

Net sales for the European segment were $67.3 million for the second quarter of 2012, a decrease of $7.6 million, or 10%, compared to $74.9 million for the second quarter of 2011. Local currency sales in Europe increased $0.2 million, reflecting modest improvements in fire helmet sales mostly offset by weakness in core industrial and military markets. The unfavorable translation effects of a weaker euro in the current quarter decreased European segment sales, when stated in U.S. dollars, by $7.8 million.

Net sales for the International segment were $82.1 million in the second quarter of 2012, a decrease of $0.1 million, compared to $82.2 million for the second quarter of 2011. Local currency sales in the International segment increased $7.4 million in the current quarter due to strong demand in mining and core industrial markets. Local currency sales increased in most product lines, with the strongest improvements in SCBAs, head protection, and eye and face protection, up $4.3 million, $1.5 million, and $1.5 million, respectively. Currency translation effects decreased International segment sales, when stated in U.S. dollars, by $7.5 million, primarily related to a weaker Australian dollar, Brazilian real, and South African rand.

Other income. Other income for the second quarter of 2012 was $8.3 million, an increase of $7.1 million, compared to $1.2 million for the second quarter of 2011. The increase was primarily related to a gain of $5.7 million on the sale of land in our Cranberry Woods office park during the current quarter.

Cost of products sold. Cost of products sold was $171.6 million in the second quarter of 2012, compared to $175.7 million in the second quarter of 2011. Cost of products sold as a percentage of sales was 58.2% in the second quarter of 2012 compared to 59.6% in the second quarter of 2011. The improvement in cost of products sold as a percentage of sales was primarily due to improved pricing, lower manufacturing costs, and changes in product mix.

Gross profit. Gross profit for the second quarter of 2012 was $123.1 million, which was $4.1 million, or 3%, higher than gross profit of $119.0 million in the second quarter of 2011. The ratio of gross profit to net sales was 41.8% in the second quarter of 2012 compared to 40.4% in the same quarter last year. The improved gross profit ratio in the current quarter reflects the previously discussed improvements in costs of products sold.

-17-

Selling, general and administrative expenses. Selling, general and administrative expenses were $77.9 million during the second quarter of 2012, an increase of $2.2 million, or 3%, compared to $75.7 million in the second quarter of 2011. Selling, general and administrative expenses were 26.4% of net sales in the second quarter of 2012 compared to 25.7% in the second quarter of 2011. Local currency selling, general and administrative expenses increased $6.2 million in the current quarter, primarily in North America to support higher sales volumes. Currency translation effects decreased current quarter selling, general and administrative expenses, when stated in U.S. dollars, by $4.0 million, primarily related to the weakening of the euro, Australian dollar, Brazilian real, and South African rand.

Research and development expense. Research and development expense was $10.3 million during the second quarter of 2012, an increase of $0.9 million, or 10%, compared to $9.4 million during the second quarter of 2011. This increase was primarily related to the timing of research and development project spending.

Restructuring and other charges. We did not incur any restructuring and other charges during the second quarter of 2012. During the second quarter of 2011, we recorded charges of $2.0 million ($1.3 million after tax). European segment charges of $1.4 million related primarily to staff reductions in Germany, France, and Spain and the transfer certain production activities to China and the United States. North American segment charges of $0.6 million included costs associated with the relocation of certain administrative and production activities.

Interest expense. Interest expense was $2.9 million during the second quarter of 2012, a decrease of $0.9 million, or 23%, compared to $3.8 million in the same quarter last year. The decrease in interest expense was due to lower borrowing on our revolving line of credit and lower interest rates.

Currency exchange. Currency exchange gains were $1.2 million in the second quarter of 2012, compared to gains of $0.1 million in the second quarter of 2011. Currency exchange gains in the current quarter were mostly unrealized and related primarily to euro-denominated inter-company balances and the weakening of the Mexican peso.

Income taxes. The effective tax rate for the second quarter of 2012 was 31.7% compared to 33.5% for the same quarter last year. The lower effective tax rate in the second quarter of 2012 was primarily related to the higher proportion of income in lower tax jurisdictions. This benefit was partially offset by the expiration of the U.S. research and development tax credit at the end of 2011.

Net income attributable to Mine Safety Appliances Company. Net income attributable to Mine Safety Appliances Company for the second quarter of 2012 was $28.0 million, or $0.76 per basic share, an increase of $8.4 million, or 43%, compared to $19.6 million, or $0.53 per basic share, for the same quarter last year.

North American segment net income for the second quarter of 2012 was $20.3 million, an increase of $4.2 million, or 26%, compared to $16.1 million in the second quarter of 2011. The increase in North American segment net income reflects higher sales, gross profits, and a gain on the sale of our North American ballistic helmet business, partially offset by higher research and development and selling, general, and administrative expenses.

European segment net income was $2.1 million for the second quarters of 2012 and 2011. Local currency net income in Europe increased $0.2 million in the current quarter, reflecting lower restructuring charges partially offset by increased research and development and selling, general, and administrative costs. Currency translation effects decreased current quarter European segment net income, when stated in U.S. dollars, by $0.2 million.

-18-

International segment net income for the second quarter of 2012 was $3.6 million, a decrease of $2.9 million, or 44%, compared to $6.5 million in the same quarter last year. Lower local currency net income of $1.9 million was primarily related to lower gross profits and higher research and development spending. Currency translation effects decreased current quarter International segment net income, when stated in U.S. dollars, by $1.0 million, primarily reflecting a weaker Australian dollar and Brazilian real.

Net income reported in reconciling items for the second quarter of 2012 was $2.0 million compared to a net loss of $5.1 million in the second quarter of 2011. Improved net income in the second quarter of 2012 was primarily related to a gain on sale of land in our Cranberry Woods office park, higher currency exchange gains, and lower interest expense.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Net sales. Net sales for the six months ended June 30, 2012 were $588.2 million, an increase of $17.0 million, or 3%, compared with $571.2 million for the six months ended June 30, 2011.


	Six Months Ended June 30,				Dollar Increase		Percent Increase
(In millions)	2012		2011		Dollar Increase		Percent Increase
North America	$	282.8	$	268.6	$	14.2		5	%
Europe		139.8		139.7		0.1		–
International		165.6		162.9		2.7		2	%

Net sales by the North American segment were $282.8 million for the six months ended June 30, 2012, an increase of $14.2 million, or 5%, compared to $268.6 million for the same period in 2011. During the six months ended June 30, 2012, we continued to see growth in the oil and gas markets, as well as other core industrial markets. Shipments of instruments and head protection were up $21.6 million and $3.6 million, respectively. These increases were partially offset by a $9.8 million decrease in shipments of ballistic helmets and vests to military markets. We divested our ballistic vest and North American ACH businesses during the fourth quarter of 2011 and the second quarter of 2012, respectively.

Net sales for the European segment were $139.8 million for the six months ended June 30, 2012, an increase of $0.1 million, compared to $139.7 million for the same period in 2011. Local currency sales increased $10.4 million, reflecting higher shipments of instruments, fire helmets, and respirators, up $4.1 million, $3.4 million, and $1.9 million, respectively. The translation effects of a weaker euro in the first half of 2012 decreased European segment sales, when stated in U.S. dollars, by $10.3 million.

Net sales for the International segment were $165.6 million for the six months ended June 30, 2012, an increase of $2.7 million, or 2%, compared to $162.9 million for the same period in 2011. Local currency sales in the International segment increased $12.6 million during the six months ended June 30, 2011. Growth in the fire service markets in China and Latin America lead an increase in sales of SCBAs of $4.5 million. In addition, sales of head protection and eye and face protection improved by $3.5 million and $2.4 million, respectively. Currency translation effects decreased International segment sales, when stated in U.S. dollars, by $9.9 million, primarily related to a weaker Australian dollar, South African rand, and Brazilian real.

Other income. Other income for the six months ended June 30, 2012 was $8.3 million, an increase of $6.3 million, compared to $2.0 million for the same period in 2011. The increase was primarily related to a gain of $5.7 million on the sale of land in our Cranberry Woods office park during the second quarter of 2012.

-19-

Cost of products sold. Cost of products sold was $338.1 million for the six months ended June 30, 2012, compared to $341.8 million for the same period in 2011. Cost of products sold as a percentage of sales was 57.5% in the six months ended June 30, 2012 and 59.8% for the same period last year. The decrease in cost of products sold in relation to sales was primarily due to improved pricing, lower manufacturing costs, and changes in product mix.

Gross profit. Gross profit for the six months ended June 30, 2012 was $250.1 million, which was $20.7 million, or 9%, higher than gross profit of $229.4 million for the same period in 2011. The ratio of gross profits to net sales was 42.5% during the six months ended June 30, 2012, compared to 40.2% for the same period last year. The higher gross profit ratio during the six months ended June 30, 2012 was primarily related to the previously discussed improvements in cost of products sold.

Selling, general and administrative expenses. Selling, general and administrative expenses were $155.0 million during the six months ended June 30, 2012, an increase of $6.2 million, or 4%, compared to $148.8 million during the same period in 2011. Selling, general and administrative expenses were 26.3% of net sales for the six months ended June 30, 2012, compared to 26.0% of net sales for the same period in 2011. Local currency selling, general and administrative expenses increased $11.5 million, with increases in all three segments, primarily to support higher sales volumes. Currency translation effects decreased selling, general and administrative expenses for the six months ended June 30, 2012, when stated in U.S. dollars, by $5.3 million, primarily related to a weaker euro, Australian dollar, Brazilian real, and South African rand.

Restructuring and other charges. We did not incur any restructuring charges during the six months ended June 30, 2012. During the six months ended June 30, 2011, we recorded charges of $5.1 million ($3.3 million after tax). European segment charges for the six months ended June 30, 2011 of $3.1 million related primarily to staff reductions in Germany, France, and Spain and the transfer of certain production activities to China and the United States. North American segment charges for the six months ended June 30, 2011 of $1.1 million included costs associated with the relocation of certain administrative and production activities. International segment charges for the six months ended June 30, 2011 of $0.9 million were related to costs associated with the relocation of our Wuxi, China operations to Suzhou, China.

Interest expense. Interest expense was $6.1 million during the six months ended June 30, 2012, a decrease of $1.1 million, or 16%, compared to $7.2 million during the same period last year. The decrease in interest expense was due to lower borrowing on our revolving line of credit and lower interest rates.

Currency exchange. Currency exchange losses were $1.2 million during the six months ended June 30, 2012, compared to losses of $0.6 million during the same period in 2011. Currency exchange losses in both periods related primarily to euro-denominated inter-company balances.

Income taxes. The effective tax rate for the six months ended June 30, 2012 was 31.2% compared to 33.7% for the same period last year. The lower effective tax rate in the first half of 2012 was primarily related to a higher proportion of income in lower tax jurisdictions. This benefit was partially offset by the expiration of the U.S. research and development tax credit at the end of 2011.

Net income attributable to Mine Safety Appliances Company. Net income attributable to Mine Safety Appliances Company for the six months ended June 30, 2012 was $51.9 million, or $1.41 per basic share, an increase of $19.0 million, or 58%, compared to $32.9 million, or $0.90 per basic share, for the same period last year.

-20-

North American segment net income for the six months ended June 30, 2012 was $36.5 million, an increase of $10.6 million, or 41%, compared to $25.9 million for the same period last year. The increase in North American segment net income reflects higher sales and gross profits, lower research and development spending, and a gain on the sale of our North American ballistic helmet business, partially offset by higher selling, general, and administrative expenses.

European segment reported net income for the six months ended June 30, 2012 of $7.8 million, an improvement of $4.1 million, or 111%, compared to $3.7 million during the same period in 2011. Local currency net income increased by $4.3 million, reflecting improved gross profits and lower restructuring charges. Currency translation effects decreased European segment net income, when stated in U.S. dollars, by $0.2 million, primarily reflecting a weaker euro.

International segment net income for the six months ended June 30, 2012 was $11.9 million, a decrease of $1.9 million, or 14%, compared to $13.8 million in the same period last year. Currency translation effects decreased current period International segment net income, when stated in U.S. dollars, by approximately $1.5 million, primarily due a weaker Brazilian real and South African rand. Local currency net income decreased $0.4 million, reflecting higher operating expenses, partially offset by higher gross profits.

The net loss reported in reconciling items for the six months ended June 30, 2012 was $4.3 million compared to a net loss of $10.6 million for the same period last year. The improvement during the six months ended June 30, 2012 reflects a gain on sale of land in our Cranberry Woods office park and lower interest expense.

LIQUIDITY AND CAPITAL RESOURCES

Our main source of liquidity is operating cash flows, supplemented by borrowings to fund working capital requirements and significant transactions. Our principal liquidity requirements are for working capital, capital expenditures, principal and interest payments on debt, and acquisitions. Approximately half of our long-term debt is at fixed interest rates with repayment schedules through 2021. The remainder of our long-term debt is at variable rates, primarily on our unsecured revolving credit facility that is due in 2016. Substantially all of our borrowings originate in the U.S., which has limited our exposure to non-U.S. credit markets and to currency exchange rate fluctuations.

Cash and cash equivalents increased $5.1 million during the six months ended June 30, 2012, compared to increasing $4.0 million during the same period in 2011.

Operating activities provided cash of $65.0 million during the six months ended June 30, 2012, compared to providing cash of $18.7 million during the same period in 2011. Significantly improved operating cash flow in 2012 is primarily related to higher net income, lower use of cash to fund other non-current assets and liabilities, and improved performance related to working capital items. Trade receivables were $217.3 million at June 30, 2012, compared to $192.6 million at December 31, 2011. Inventories were $143.7 million at June 30, 2012, compared to $141.5 million at December 31, 2011. Accounts payable were $67.7 million at June 30, 2012, compared to $50.2 million at December 31, 2011. The $24.7 million increase in trade receivables reflects a $26.0 million increase in local currency balances, and a $1.3 million decrease due to currency translation effects. The change in inventories includes a reduction of $3.4 million related to the sale of our North American ballistic helmet business. Excluding this change, local currency inventories increased $6.9 million, primarily in Europe, partially offset by a $1.3 million decrease due to currency translation effects. The $17.5 million increase in accounts payable occurred primarily in North America and reflects our ongoing initiative to improve working capital cash flow. The increases in trade receivables and inventories reflect increased sales and anticipated growth in customer demand.

-21-

Investing activities used cash of $1.1 million during the six months ended June 30, 2012, compared to using $12.8 million in the same period last year. During the six months ended June 30, 2012 and 2011, we used cash of $17.8 million and $14.0 million, respectively, for property additions, primarily machinery and equipment. Higher cash provided from asset disposals in 2012 related primarily to the sale of our North American ballistic helmet business and land in our Cranberry Woods Office Park.

Financing activities used cash of $58.2 million during the six months ended June 30, 2012, compared to using $4.3 million during the same period in 2011. The change was primarily related to borrowing on our long-term line of credit. During the first half of 2012, we made payments on long-term debt of $40.0 million compared to borrowing of $15.0 million in the first half of 2011. We paid cash dividends of $19.9 million in the first half of 2012 compared to $18.7 million in the first half of 2011.

CUMULATIVE TRANSLATION ADJUSTMENTS

The position of the U.S. dollar relative to international currencies at June 30, 2012 resulted in a translation loss of $3.4 million being charged to the cumulative translation adjustments shareholders’ equity account during the six months ended June 30, 2012, compared to a gain of $13.6 million during the same period in 2011. The loss during the first half of 2012 was related to the weakening of the euro, Brazilian real, and South African rand. The translation gain during the first half of 2011 was primarily related to the strengthening of the euro.

COMMITMENTS AND CONTINGENCIES

We made contributions of $2.0 million to our pension plans during the six months ended June 30, 2012. We expect to make total contributions of approximately $4.1 million to our pension plans in 2012.

We have purchase commitments for materials, supplies, services, and property, plant and equipment as part of our ordinary conduct of business.

-22-

lawsuit will ultimately result in a liability. This uncertainty is caused by many factors, including the following: cumulative trauma complaints generally do not provide information sufficient to determine if a loss is probable; cumulative trauma litigation is inherently unpredictable and information is often insufficient to determine if a lawsuit will develop into an actively litigated case; and even when a case is actively litigated, it is often difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit. Moreover, even once it is probable that such a lawsuit will result in a loss, it is difficult to reasonably estimate the amount of actual loss that will be incurred. These amounts are highly variable and turn on a case-by-case analysis of the relevant facts, which are often not learned until late in the lawsuit.

A summary of cumulative trauma product liability claims activity follows:


	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Open claims, beginning of period		2,321			1,900
New claims		337			479
Settled and dismissed claims		(91	)		(58	)

Open claims, end of period		2,567			2,321

-23-

A summary of insurance receivable balances and activity related to cumulative trauma product liability losses follows:


(In millions)	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Balance beginning of period	$	112.1		$	89.0
Additions		13.7			35.6
Collections and settlements		(9.8	)		(12.5	)

Balance end of period		116.0			112.1

We are currently involved in insurance coverage litigations with various of our insurance carriers.

-24-

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. We evaluate these estimates and judgments on an on-going basis based on historical experience and various assumptions that we believe to be reasonable under the circumstances. However, different amounts could be reported if we had used different assumptions and in light of different facts and circumstances. Actual amounts could differ from the estimates and judgments reflected in our financial statements.

The more critical judgments and estimates used in the preparation of our financial statements are discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2011.

RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income—Presentation of Comprehensive Income. This ASU requires net income and comprehensive income to be presented in

-25-

either a single continuous statement or in two separate, but consecutive, statements. The ASU eliminates the option of presenting other comprehensive income in the statement of shareholders’ equity. In December 2011, the FASB issued ASU 2011-12, which indefinitely deferred the ASU 2011-5 requirement related to the presentation of reclassification adjustments from accumulated other comprehensive income. The adoption of ASU 2011-05 on January 1, 2012 did not have a material effect on our results of operations or financial position, but did change the format of the presentation of comprehensive income.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of adverse changes in the value of a financial instrument caused by changes in currency exchange rates, interest rates, and equity prices. We are exposed to market risks related to currency exchange rates and interest rates.

Currency exchange rates. We are subject to the effects of fluctuations in currency exchange rates on various transactions and on the translation of the reported financial position and operating results of our non-U.S. companies from local currencies to U.S. dollars. A hypothetical 10% strengthening or weakening of the U.S. dollar would decrease or increase our reported sales and net income for the six months ended June 30, 2012 by approximately $30.5 million and $2.0 million, respectively.

When appropriate, we may attempt to limit our transactional exposure to changes in currency exchange rates through contracts or other actions intended to reduce existing exposures by creating offsetting currency exposures. At June 30, 2012, we had open foreign currency forward contracts with a U.S. dollar notional value of $16.6 million. A hypothetical 10% increase in June 30, 2012 forward exchange rates would result in a $1.7 million increase in the fair value of these contracts.

Interest rates. We are exposed to changes in interest rates primarily as a result of borrowing and investing activities used to maintain liquidity and fund business operations. Because of the relatively short maturities of temporary investments and the variable rate nature of industrial development debt, these financial instruments are reported at carrying values that approximate fair values.

We have $168.0 million of fixed rate debt which matures at various dates through 2021. The incremental increase in the fair value of fixed rate long term debt resulting from a hypothetical 10% decrease in interest rates would be approximately $3.1 million. However, our sensitivity to interest rate declines and the corresponding increase in the fair value of our debt portfolio would unfavorably affect earnings and cash flows only to the extent that we elected to repurchase or retire all or a portion of our fixed rate debt portfolio at prices above carrying values.

-26-

Actuarial assumptions. The most significant actuarial assumptions affecting our net periodic pension cost or credit and pension obligations are discount rates, expected returns on plan assets and plan asset valuations. Discount rates and plan asset valuations are point-in-time measures. Expected returns on plan assets are based on our historical returns by asset class. The following table summarizes the impact of changes in significant actuarial assumptions on our December 31, 2011 actuarial valuations.


	Impact of Changes in Actuarial Assumptions
	Change in Discount Rate						Change in Expected Return					Change in Market Value of Assets
(In thousands)	+1%			-1%			+1%			-1%		+5%			-5%
(Increase) decrease in net periodic pension credit	$	(3,964	)	$	4,782		$	(3,920	)	$	3,920	$	(734	)	$	734
(Decrease) increase in projected benefit obligations		(47,971	)		55,077			—			—		—			—
Increase (decrease) in funded status		47,971			(55,077	)		—			—		17,898			(17,898	)

Item 4.

Controls and Procedures

(a)

Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

(b)	Changes in internal control. There were no changes in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

-27-

PART II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c)	Issuer Purchases of Equity Securities


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
April 1 – April 30, 2012		—	$	—		—		1,146,967
May 1 – May 31, 2012		1,141		39.57		—		1,185,497
June 1 – June 30, 2012		10,662		39.89		—		1,210,244

In November 2005, the Board of Directors authorized the purchase of up to $100 million of common stock from time-to-time in private transactions and on the open market. The share purchase program has no expiration date. The maximum shares that may yet be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price.

We do not have any other share repurchase programs.

Shares purchases during the quarter related to stock compensation transactions.

Item 6.

Exhibits

(a) Exhibits


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. (S)1350

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

-28-

SIGNATURE

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.


		MINE SAFETY APPLIANCES COMPANY

July 25, 2012		/s/ Dennis L. Zeitler
		Dennis L. Zeitler
		Senior Vice President—Finance; Duly Authorized Officer and Principal Financial Officer

-29-