8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2014

PALL CORPORATION

(Exact name of registrant as specified in its charter)

New York	001- 04311	11-1541330
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
25 Harbor Park Drive, Port Washington, NY		11050
(Address of principal executive offices)		(Zip Code)

(516) 484-5400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

On February 27, 2014, Pall Corporation (the “Registrant”) released its results of operations for its second quarter ended January 31, 2014. A copy of the press release issued by the Registrant, dated February 27, 2014, as well as a copy of the slides presented on a conference call held by the Registrant to review the results of operations on February 27, 2014, are furnished herewith as Exhibit 99.1 and 99.2, respectively, to this report.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated February 27, 2014 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on February 27, 2014 (furnished pursuant to Item 2.02).

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 hereunto duly authorized.

		Pall Corporation
February 27, 2014	/s/	FRANCIS MOSCHELLA
		Francis Moschella
		Vice President - Corporate Controller Chief Accounting Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated February 27, 2014 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on February 27, 2014 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pall Corporation Reports Second Quarter Results

PORT WASHINGTON, N.Y., February 27, 2014 -- Pall Corporation (NYSE:PLL) today reported financial results for the second quarter ended January 31, 2014.

Second Quarter and Six Months Continuing Operations Sales and Earnings Overview ⁽¹⁾ 

Second quarter sales were $677.0 million compared to $662.5 million last year. Sales in local currency (“LC”) were up 4%. Diluted EPS were $0.75 in the quarter, compared to $0.70 last year. Pro forma diluted EPS⁽¹⁾ were $0.82, a 12% increase compared to $0.73 a year earlier, including a negative impact of approximately $0.04 from foreign currency translation.

Sales in the six months were $1.3 billion, an increase of 1% year over year. Sales in LC were up 3%. Diluted EPS were $1.38 in the six months, compared to $1.48 last year. Pro forma diluted EPS⁽¹⁾ were $1.52, an 8% increase compared to $1.41 a year earlier, including a negative impact of approximately $0.06 from foreign currency translation.

Larry Kingsley, Pall Chairman and CEO, said, “We delivered a very solid second quarter, keeping us firmly on track to achieve the plan for the year. Solid execution and better fixed cost management drove the strong incremental margins, which more than offset the significant foreign currency headwinds we faced.”

Life Sciences – Second Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	JAN. 31, 2014	JAN. 31, 2013	% CHANGE	% CHANGE IN LC
BioPharmaceuticals	$ 218	$ 202	8	9
Food & Beverage	44	45	(3)	(0)
Medical	57	53	6	7
Total Consumables	319	300	6	7
Systems	34	29	17	20
Total Life Sciences segment	$ 353	$ 329	7	8
Gross profit	$ 200	$ 192
% of sales	56.6	58.4
Segment profit	$ 91	$ 82
% of sales	25.7	25.1

BioPharmaceuticals: Consumables sales grew 9% compared to last year, on overall market strength and growth in single-use systems.

Food and Beverage: Consumables sales were flat compared to last year after a strong first quarter.

Medical: Consumables sales grew 7% compared to last year, on OEM medical sales from our recently acquired Medistad division, and strength in water products for hospital critical care applications.

Systems: Sales grew 20% compared to last year, largely due to the timing of Food & Beverage projects.

Industrial – Second Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	JAN. 31, 2014	JAN. 31, 2013	% CHANGE	% CHANGE IN LC
Process Technologies	$ 140	$ 143	(2)	(0)
Aerospace	53	61	(12)	(12)
Microelectronics	77	68	13	19
Total Consumables	270	272	(1)	2
Systems	54	61	(12)	(9)
Total Industrial segment	$ 324	$ 333	(3)	0
Gross profit	$ 144	$ 150
% of sales	44.5	45.0
Segment profit	$ 47	$ 48
% of sales	14.5	14.4

Process Technologies: Consumables sales were flat compared to last year, on strength in Power Generation and Machinery & Equipment offset by weakness in Fuels & Chemicals.

Aerospace: Consumables sales decreased 12% compared to last year, on large aftermarket sales in Q2 of last year that did not repeat.

Microelectronics: Consumables sales grew 19% compared to last year, on continued market strength and new business wins in all regions.

Systems: Sales decreased 9% compared to last year, primarily due to timing of capital spend in Fuels & Chemicals.

Conclusion/Outlook Kingsley concluded, “Given our solid operating performance and our strong order rates, we are tightening our EPS guidance range while maintaining our original mid-point. We now expect full year pro forma EPS to be between $3.35 and $3.45—which includes the absorption of approximately 10 cents of EPS headwind from the ATMI LifeSciences acquisition and translational foreign currency.” ⁽¹⁾

Conference Call On Thursday, February 27, 2014, at 8:30 am ET, Pall Corporation will host a conference call to review these results. The call can be accessed at www.pall.com/investor. The webcast will be archived for 30 days.

About Pall CorporationPall Corporation (NYSE:PLL) is a filtration, separation and purification leader providing solutions to meet the critical fluid management needs of customers across the broad spectrum of life sciences and industry. Pall works with customers to advance health, safety and environmentally responsible technologies. The Company’s engineered products enable process and product innovation and minimize emissions and waste. Pall Corporation is an S&P 500 company serving customers worldwide. Follow us on Twitter @PallCorporation or visit www.pall.com.

Forward-Looking StatementsThe matters discussed in this press release contain “forward-looking statements” as defined in the Private Securities Litigation Reform

Act of 1995. Results for the second quarter of fiscal year 2014 are preliminary until our Form 10-Q is filed with the Securities and Exchange Commission on or before March 12, 2014. Forward-looking statements are those that address activities, events or developments that the Company or management intends, expects, projects, believes or anticipates will or may occur in the future. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs, dilution from the disposition or future allocation of capital and effective tax rate, and other future events or developments are forward-looking statements. Forward-looking statements are those that use terms such as “may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” “predict,” “potential,” and similar expressions. Forward-looking statements contained in this and other written and oral reports are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors.

The Company’s forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance, and actual results, developments and business decisions may differ materially from those envisaged by the Company’s forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” in the 2013 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components from suppliers, including limited or single source suppliers; the impact of terrorist acts, conflicts and wars or natural disasters; the extent to which special U.S. and foreign government laws and regulations may expose the Company to liability or impair its ability to compete in international markets; the impact of economic, political, social and regulatory instability in emerging markets, and other risks characteristic of doing business in emerging markets; fluctuations in foreign currency exchange rates and interest rates; the impact of a significant disruption in, or breach in security of, the Company’s information technology systems, or the failure to implement, manage or integrate new systems, software or technologies successfully; the Company’s ability to successfully complete or integrate acquisitions; the Company’s ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative, regulatory and political developments; the Company’s ability to comply with a broad array of regulatory requirements; the loss of one or more members of the Company’s senior management team and its ability to recruit and retain qualified management personnel; changes in the demand for the Company’s products and the maintenance of business relationships with key customers; changes in product mix and product pricing, particularly with respect to systems products and associated hardware and devices for the Company’s consumable filtration products; product defects and unanticipated use or inadequate disclosure with respect to the Company’s products; the Company’s ability to deliver its backlog on time; increases in manufacturing and operating costs and/or the Company’s ability to achieve the savings anticipated from its structural cost improvement initiatives; the impact of environmental, health and safety laws and regulations and violations; the Company’s ability to enforce patents or protect proprietary products and manufacturing techniques; costs and outcomes of pending or future litigation and the availability of insurance or indemnification rights; changes in the Company’s effective tax rate; the Company’s ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in the Company’s debt facilities. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them, whether as a result of new information, future developments or otherwise.

Management uses certain non-GAAP measurements to assess the Company’s current and future financial performance. The non-GAAP measurements do not replace the presentation of the Company’s GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company’s financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations.

Notes to Release:

(1) Pro forma diluted EPS are defined as Reported diluted EPS on a continuing operations basis adjusted for “Discrete Items.” Discrete items are defined as Restructuring & Other Charges (ROTC) and other items that are deemed to be non-recurring in nature and/or not considered by management to be indicative of underlying operating performance. A reconciliation of Reported to Pro forma amounts can be found in the Reconciliation of Pro forma Earnings table accompanying this release.

(2) Cash flows in the six months ended January 31, 2013 are inclusive of discontinued operations.

# # #

Contact:

Pall CorporationR. Brent Jones

Vice President Finance & Treasurer

Telephone: 516-801-9871
Email: investor_relations@pall.com

PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
	JAN. 31, 2014	JUL. 31, 2013
Assets:
Cash and cash equivalents	$ 951,834	$ 936,886
Accounts receivable	536,755	566,335
Inventories	394,865	381,047
Other current assets	155,395	165,761
Total current assets	2,038,849	2,050,029
Property, plant and equipment	789,342	774,948
Other assets	645,323	647,862
Total assets	$ 3,473,514	$ 3,472,839
Liabilities and Stockholders' Equity:
Short-term debt	$ 305,335	$ 170,387
Accounts payable, income taxes and other current liabilities	471,929	558,684
Total current liabilities	777,264	729,071
Long-term debt, net of current portion	463,674	467,319
Deferred taxes and other non-current liabilities	485,548	461,493
Total liabilities	1,726,486	1,657,883
Stockholders' equity	1,747,028	1,814,956
Total liabilities and stockholders' equity	$ 3,473,514	$ 3,472,839

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	SECOND QUARTER ENDED		SIX MONTHS ENDED
	JAN. 31, 2014	JAN. 31, 2013	JAN. 31, 2014	JAN. 31, 2013
Net sales	$ 676,969	$ 662,455	$ 1,306,748	$ 1,290,055
Cost of sales	332,710	320,492	636,775	621,009
Gross profit	344,259	341,963	669,973	669,046
% of sales	50.9%	51.6%	51.3%	51.9%
Selling, general and administrative expenses	196,299	206,009	391,183	401,974
% of sales	29.0%	31.1%	29.9%	31.2%
Research and development	24,979	23,399	48,246	45,974
Operating profit	122,981	112,555	230,544	221,098
% of sales	18.2%	17.0%	17.6%	17.1%
Restructuring and other charges ("ROTC") (a)	9,170	4,399	18,368	8,673
Interest expense, net (c)	5,195	6,017	11,172	5,449
Earnings from continuing operations before income taxes	108,616	102,139	201,004	206,976
Provision for income taxes (b)	24,950	21,820	45,825	37,492
Net earnings from continuing operations	$ 83,666	$ 80,319	$ 155,179	$ 169,484
Earnings/(loss) from discontinued operations, net of income taxes	-	(3,549)	-	246,758
Net Earnings	$ 83,666	$ 76,770	$ 155,179	$ 416,242
Average shares outstanding:
Basic	110,720	112,420	111,263	113,398
Diluted	111,980	113,809	112,532	114,784
Earnings/(loss) per share:
From continuing operations:
Basic	$ 0.76	$ 0.71	$ 1.39	$ 1.49
Diluted	$ 0.75	$ 0.70	$ 1.38	$ 1.48
From discontinued operations:
Basic	-	$ (0.03)	-	$ 2.18
Diluted	-	$ (0.03)	-	$ 2.15
Total
Basic	$ 0.76	$ 0.68	$ 1.39	$ 3.67
Diluted	$ 0.75	$ 0.67	$ 1.38	$ 3.63
Pro forma diluted earnings per share:
From continuing operations	$ 0.82	$ 0.73	$ 1.52	$ 1.41

PALL CORPORATION
RECONCILIATION OF PRO FORMA EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	SECOND QUARTER ENDED		SIX MONTHS ENDED
	JAN. 31, 2014	JAN. 31, 2013	JAN. 31, 2014	JAN. 31, 2013
Pro forma earnings reconciliation from continuing operations
Net earnings from continuing operations as reported	$ 83,666	$ 80,319	$ 155,179	$ 169,484
Discrete items:
ROTC, after pro forma tax effect (a)	8,265	3,122	15,783	6,962
Tax adjustments (b)	-	-	-	(10,193)
Interest adjustments, after pro forma tax effect (c)	-	-	-	(4,268)
Total discrete items	8,265	3,122	15,783	(7,499)
Pro forma earnings from continuing operations	$ 91,931	$ 83,441	$ 170,962	$ 161,985
					FISCAL YEAR
	SECOND QUARTER ENDED		SIX MONTHS ENDED		2014 (ESTIMATE AT
	JAN. 31, 2014	JAN. 31, 2013	JAN. 31, 2014	JAN. 31, 2013	MIDPOINT)
Diluted earnings per share from continuing operations as reported	$ 0.75	$ 0.70	$ 1.38	$ 1.48	$ 3.26
Discrete items:
ROTC, after pro forma tax effect (a)	0.07	0.03	0.14	0.06	0.14
Tax adjustments (b)	-	-	-	(0.09)	-
Interest adjustments, after pro forma tax effect (c)	-	-	-	(0.04)	-
Total discrete items	0.07	0.03	0.14	(0.07)	0.14
Pro forma diluted earnings per share from continuing operations	$ 0.82	$ 0.73	$ 1.52	$ 1.41	$ 3.40

Pro forma earnings measures exclude the items described below as they are deemed to be non-recurring in nature and/or not considered by management to be indicative of underlying operating performance. The pro forma tax effects disclosed were calculated using applicable entity-specific tax rates.

(a) ROTC in the quarter and six months ended January 31, 2014 of $9,170 ($8,265 after pro forma tax effect of $905) and $18,368 ($15,783 after pro forma tax effect of $2,585), respectively primarily includes severance costs related to the Company's structural cost improvement initiative. The six months ended January 31, 2014 also includes an increase to environmental reserves.

ROTC in the quarter and six months ended January 31, 2013 of $4,399 ($3,122 after pro forma tax effect of $1,277) and $8,673 ($6,962 after pro forma tax effect of $1,711), respectively primarily includes costs related to the Company's structural cost improvement initiative.

(b) Provision for income taxes in the six months ended January 31, 2013 includes a net benefit of $10,193 related to the resolution of a U.S. tax audit partially offset by the tax cost of repatriation of foreign earnings.

(c) Interest expense, net, in the six months ended January 31, 2013 includes the reversal of accrued interest of $6,704 ($4,268 after pro forma tax effect of $2,436) related to the resolution of a U.S. tax audit as described in (b) above.

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
	SIX MONTHS ENDED
	JAN. 31, 2014	JAN. 31, 2013	(2)
Net cash provided by operating activities	$ 205,595	$ 89,382
Investing activities:
Acquisitions of businesses	(5,299)	-
Capital expenditures	(34,663)	(42,403)
Proceeds from sale of assets	1,953	542,088
Other	2,356	1,062
Net cash provided/(used) by investing activities	(35,653)	500,747
Financing activities:
Dividends paid	(58,408)	(52,634)
Notes payable and long-term borrowings/(repayments)	130,661	29,800
Purchase of treasury stock	(250,000)	(250,000)
Other	16,574	33,049
Net cash used by financing activities	(161,173)	(239,785)
Cash flow for period	8,769	350,344
Cash and cash equivalents at beginning of year	936,886	500,274
Effect of exchange rate changes on cash	6,179	19,614
Cash and cash equivalents at end of period	$ 951,834	$ 870,232
Free cash flow:
Net cash provided by operating activities	$ 205,595	$ 89,382
Less capital expenditures	34,663	42,403
Free cash flow	$ 170,932	$ 46,979

PALL CORPORATION
SUMMARY SEGMENT PROFIT BY SEGMENT FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
	SECOND QUARTER ENDED			SIX MONTHS ENDED
	JAN. 31, 2014		JAN. 31, 2013	JAN. 31, 2014	JAN. 31, 2013
Life Sciences
Sales	$ 353,230		$ 329,182	$ 672,176	$ 629,133
Cost of sales	153,167		137,046	290,034	261,043
Gross profit	200,063		192,136	382,142	368,090
% of sales	56.6%		58.4%	56.9%	58.5%
Selling, general and administrative expenses	92,959		94,414	187,050	185,319
% of sales	26.3%		28.7%	27.8%	29.5%
Research and development	16,248		15,245	31,191	30,452
Segment profit	$ 90,856		$ 82,477	$ 163,901	$ 152,319
% of sales	25.7%		25.1%	24.4%	24.2%
Industrial
Sales	$ 323,739		$ 333,273	$ 634,572	$ 660,922
Cost of sales	179,543		183,446	346,741	359,966
Gross profit	144,196		149,827	287,831	300,956
% of sales	44.5	%	45.0%	45.4%	45.5%
Selling, general and administrative expenses	88,574		93,569	173,403	184,564
% of sales	27.4%		28.1%	27.3%	27.9%
Research and development	8,731		8,154	17,055	15,522
Segment profit	$ 46,891		$ 48,104	$ 97,373	$ 100,870
% of sales	14.5%		14.4%	15.3%	15.3%
Consolidated:
Segment profit	$ 137,747		$ 130,581	$ 261,274	$ 253,189
Corporate services group	14,766		18,026	30,730	32,091
Operating profit	122,981		112,555	230,544	221,098
% of sales	18.2%		17.0%	17.6%	17.1%
ROTC	9,170		4,399	18,368	8,673
Interest expense, net	5,195		6,017	11,172	5,449
Earnings from continuing operations before income taxes	$ 108,616		$ 102,139	$ 201,004	$ 206,976

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY PRODUCT/MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
				EXCHANGE	% CHANGE
SECOND QUARTER ENDED	JAN. 31, 2014	JAN. 31, 2013	% CHANGE	RATE IMPACT	IN LOCAL CURRENCY
Life Sciences			|-------------- Increase/(Decrease) -------------|
By Product/Market:
BioPharmaceuticals	$ 218,625	$ 201,657	8.4	$ (1,387)	9.1
Food & Beverage	44,054	45,287	(2.7)	(1,044)	(0.4)
Medical	56,660	53,292	6.3	(149)	6.6
Total Consumables	319,339	300,236	6.4	(2,580)	7.2
Systems	33,891	28,946	17.1	(844)	20.0
Total Life Sciences	$ 353,230	$ 329,182	7.3	$ (3,424)	8.3
By Region:
Americas	$ 102,313	$ 104,018	(1.6)	$ (2,458)	0.7
Europe	186,825	159,360	17.2	4,915	14.2
Asia	64,092	65,804	(2.6)	(5,881)	6.3
Total Life Sciences	$ 353,230	$ 329,182	7.3	$ (3,424)	8.3
Industrial
By Product/Market:
Process Technologies	$ 139,664	$ 143,146	(2.4)	$ (3,070)	(0.3)
Aerospace	53,322	60,578	(12.0)	177	(12.3)
Microelectronics	76,976	68,264	12.8	(4,568)	19.5
Total Consumables	269,962	271,988	(0.7)	(7,461)	2.0
Systems	53,777	61,285	(12.3)	(2,285)	(8.5)
Total Industrial	$ 323,739	$ 333,273	(2.9)	$ (9,746)	0.1
By Region:
Americas	$ 107,843	$ 105,636	2.1	$ (1,289)	3.3
Europe	96,805	105,502	(8.2)	1,893	(10.0)
Asia	119,091	122,135	(2.5)	(10,350)	6.0
Total Industrial	$ 323,739	$ 333,273	(2.9)	$ (9,746)	0.1

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY PRODUCT/MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
				EXCHANGE	% CHANGE
				RATE	IN LOCAL
SIX MONTHS ENDED	JAN. 31, 2014	JAN. 31, 2013	% CHANGE	IMPACT	CURRENCY
Life Sciences			|-------------- Increase/(Decrease) -------------|
By Product/Market:
BioPharmaceuticals	$ 414,743	$ 388,898	6.6	$ (2,376)	7.3
Food & Beverage	87,623	86,833	0.9	(1,583)	2.7
Medical	112,377	100,874	11.4	150	11.3
Total Consumables	614,743	576,605	6.6	(3,809)	7.3
Systems	57,433	52,528	9.3	(600)	10.5
Total Life Sciences	$ 672,176	$ 629,133	6.8	$ (4,409)	7.5
By Region:
Americas	$ 200,089	$ 201,816	(0.9)	$ (3,665)	1.0
Europe	348,755	303,025	15.1	11,261	11.4
Asia	123,332	124,292	(0.8)	(12,005)	8.9
Total Life Sciences	$ 672,176	$ 629,133	6.8	$ (4,409)	7.5
Industrial
By Product/Market:
Process Technologies	$ 264,742	$ 293,115	(9.7)	$ (4,899)	(8.0)
Aerospace	112,093	116,488	(3.8)	352	(4.1)
Microelectronics	148,392	138,446	7.2	(9,442)	14.0
Total Consumables	525,227	548,049	(4.2)	(13,989)	(1.6)
Systems	109,345	112,873	(3.1)	(2,437)	(1.0)
Total Industrial	$ 634,572	$ 660,922	(4.0)	$ (16,426)	(1.5)
By Region:
Americas	$ 208,418	$ 210,309	(0.9)	$ (2,171)	0.1
Europe	195,501	204,179	(4.3)	5,004	(6.7)
Asia	230,653	246,434	(6.4)	(19,259)	1.4
Total Industrial	$ 634,572	$ 660,922	(4.0)	$ (16,426)	(1.5)

EX-99.2

Better Lives. Better Planet.SM © 2014 Pall Corporation Q2 FY 2014 Financial Results February 27, 2014 Exhibit 99.2

2 The matters discussed in this presentation contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Results for the second quarter of fiscal year 2014 are preliminary until our Form 10-Q is filed with the Securities and Exchange Commission on or before March 12, 2014 Forward-looking statements are those that address activities, events or developments that the Company or management intends, expects, projects, believes or anticipates will or may occur in the future. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about its future cash needs, dilution from the disposition or future allocation of capital and effective tax rate, and other future events or developments are forward- looking statements. Forward-looking statements are those that use terms such as “may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” “predict,” “potential,” and similar expressions. Forward-looking statements contained in this and other written and oral reports are based on management’s assumptions and assessments in light of past experience and trends, current conditions, expected future developments and other relevant factors. The Company’s forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance, and actual results, developments and business decisions may differ materially from those envisaged by the Company’s forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” in the 2013 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components from suppliers, including limited or single source suppliers; the impact of terrorist acts, conflicts and wars or natural disasters; the extent to which special U.S. and foreign government laws and regulations may expose the Company to liability or impair its ability to compete in international markets; the impact of economic, political, social and regulatory instability in emerging markets, and other risks characteristic of doing business in emerging markets; fluctuations in foreign currency exchange rates and interest rates; the impact of a significant disruption in, or breach in security of, the Company’s information technology systems, or the failure to implement, manage or integrate new systems, software or technologies successfully; the Company’s ability to successfully complete or integrate acquisitions; the Company’s ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative, regulatory and political developments; the Company’s ability to comply with a broad array of regulatory requirements; the loss of one or more members of the Company’s senior management team and its ability to recruit and retain qualified management personnel; changes in the demand for the Company’s products and the maintenance of business relationships with key customers; changes in product mix and product pricing, particularly with respect to systems products and associated hardware and devices for the Company’s consumable filtration products; product defects and unanticipated use or inadequate disclosure with respect to the Company’s products; the Company’s ability to deliver its backlog on time; increases in manufacturing and operating costs and/or the Company’s ability to achieve the savings anticipated from its structural cost improvement initiatives; the impact of environmental, health and safety laws and regulations and violations; the Company’s ability to enforce patents or protect proprietary products and manufacturing techniques; costs and outcomes of pending or future litigation and the availability of insurance or indemnification rights; changes in the Company’s effective tax rate; the Company’s ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in the Company’s debt facilities. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them, whether as a result of new information, future developments or otherwise. Management uses certain non-GAAP measurements to assess the Company’s current and future financial performance. The non-GAAP measurements do not replace the presentation of the Company’s GAAP financial results. These measurements provide supplemental information to assist management in analyzing the Company’s financial position and results of operations. The Company has chosen to provide this information to facilitate meaningful comparisons of past, present and future operating results and as a means to emphasize the results of ongoing operations. Reconciliations of the non-GAAP financial measures used throughout this presentation to the most directly comparable GAAP measures appear at the end of this presentation in the Appendix and are also available on Pall’s website at www.pall.com/investor Forward-Looking Statements

3 Conference Call Information  Dial-In Toll-Free: 855.356.7268 International: 706.634.1981  Replay Toll-Free: 855.859.2056 International: 404.537.3406  Conference ID: 11904826  Internet: www.pall.com/investor

4 Q2 Overview  Solid Q2 performance – EPS up 12% – Operating margin up 120 bps  Similar market trends  Increasing order rates  Completed acquisition of ATMI LifeSciences On plan for FY14 All remarks in this presentation are on a “Continuing Operations” basis, which excludes the results of the Blood product line divestiture, unless indicated otherwise. A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix.

5 ATMI LifeSciences Key Products Innovative BioReactor Solutions. iCELLis® and Xpansion™ shown World’s largest installed base and broadest range of single-use mixing systems. PadMixer™ and Magnetic Mixer shown Strategic Highlights  Single-use technology leader  Bioreactors, mixers, storage systems  Broadens our Biopharm portfolio  Enables us to better serve the needs of our customers Technology leader in ultra- clean packaging. Ultra- clean film extrusion and TK8 Film shown

6 $662 $677 $- $200 $400 $600 $800 Revenue % Growth Excluding FX FY 2013 FY 2014 Q2 Financial Summary Dollars in millions, except EPS data A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix. 17.0% 18.2% 10.0% 15.0% 20.0% Operating Profit Margin FY 2013 FY 2014 Q2 FY2013 0.73$ EBIT 0.11 Sharecount & Other 0.02 Translational FX (0.04) Q2 FY2014 0.82$ Pro forma EPS Bridge $0.73 $0.82 $0.30 $0.60 $0.90 Pro forma EPS % Growth FY 2013 FY 2014 +12% +4% +120 bps

7 Life Sciences Consumables $319 +7% Industrial Consumables $270 +2% Industrial Systems $54 -9% Life Sciences Systems $34 +20% 40% 47% 8% 5% Q2 Sales by Segment Dollars in millions Percentages outside pie charts and in box represent sales change excluding FX Percentages inside pie charts represent percent of total sales A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Life Sciences: $353 (+8%) Industrial: 324 (0%) Total Sales: $677 (+4%)

8 Q2 Life Sciences Segment Performance Dollars in millions excluding FX A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix 0% 30% 60% 56.6% -180 bps 58.4% 0% 30% 60% 25.7% +60 bps 25.1% FY 2013 FY 2014 Gross Margin Segment Margin  BioPharmaceuticals consumables: +9%  Medical consumables: +7%  Food & Beverage consumables: 0% Sales Q2 FY 2014 YoY Change YoY Change Excluding FX Consumables 319$ 6% 7% Systems 34 17% 20% Total Life Sciences 353$ 7% 8% Orders Q2 FY 2014 YoY Change YoY Change Excluding FX Consumables 363$ 13% 13% Systems 32 10% 12% Total Life Sciences 395$ 12% 13%

9 Q2 Industrial Segment Performance Dollars in millions excluding FX A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Gross Margin Segment Margin  Process Technologies consumables: 0%  Aerospace consumables: -12%  Microelectronics consumables: +19% 0% 30% 60% 44.5% -50 bps 45.0% 0% 30% 60% 14.5% +10 bps 14.4% FY 2013 FY 2014 Sales Q2 FY 2014 YoY Change YoY Change Excluding FX Consumables 270$ -1% 2% Systems 54 -12% -9% Total Industrial 324$ -3% 0% Orders Q2 FY 2014 YoY Change YoY Change Excluding FX Consumables 282$ 8% 11% Systems 61 -8% -7% Total Industrial 343$ 5% 8%

10 Q2 Cash Flow and Working Capital YTD FY14 YTD FY13 Operating Cash Flow 206$ 89$ CapEx (35) (42) Free Cash Flow 171$ 47$ Other Significant Sources/(Uses) of Cash: Proceeds from sale of assets 2$ 542$ Acquisition of businesses (5) - Dividends (58) (53) Borrowing/Repayment under Financing Facilities 131 30 Stock Buybacks (250) (250) Dollars in millions A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Cash, net of debt, $183mm as of January 31, 2014 Gain due to sale of Blood Product Line Reduced by one- time tax related payments

11 Total Revenue  Low to mid single digit growth Segment Revenue  Life Sciences: Mid to high single digit growth  Industrial: Flat −Modest consumables growth Pro Forma EPS  $3.35 – $3.45  Maintaining midpoint of the EPS range, after absorbing approximately 10 cent headwind from acquisition of ATMI LifeSciences business and translational FX  Estimate excludes Discrete Items, future acquisitions and related costs FY 2014 Outlook Update Sales changes exclude FX Tightening Guidance

Better Lives. Better Planet.SM © 2014 Pall Corporation Appendix

13 Appendix: Q2 Earnings and FY 2014 Estimates from Continuing Operations Reconciliation of Non-GAAP Financial Measures Diluted EPS from continuing operations as reported 0.75$ 0.70$ 3.26$ Discrete Items: ROTC after pro forma tax effect 0.07 0.03 0.14 Tax Adjustments - - - Interest Adjustments after pro forma tax effect - - - Total discrete items 0.07 0.03 0.14 Pro forma diluted EPS 0.82$ 0.73$ 3.40$ FY 2014 (Estimates at Midpoint) Q2 FY14 Q2 FY13

14 Appendix: Q2 Life Sciences Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q2 FY14 Q2 FY14 Estimated Impact of FX Q2 FY14 Estimate Excluding FX Q2 FY13 % Change Excluding FX Consumables Sales: BioPharmaceuticals 218,625$ (1,387)$ 220,012$ 201,657$ 9.1% Food & Beverage 44,054 (1,044) 45,098 45,287 -0.4% Medical 56,660 (149) 56,809 53,292 6.6% Co umables Total 319,339$ $ (2,580) 321,919$ $ 300,236 7.2% Systems Sales 33,891$ (844)$ 34,735$ $ 28,946 20.0% Total Life Sciences 353,230$ (3,424)$ 356,654$ 329,182$ 8.3% Dollars in thousands

15 Appendix: Q2 Industrial Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q2 FY14 Q2 FY14 Estimated Impact of FX Q2 FY14 Estimate Excluding FX Q2 FY13 % Change Excluding FX Consumables Sales: Process Technologies 139,664$ (3,070)$ 142,734$ 143,146$ -0.3% Aerospace 53,322 177 53,145 60,578 -12.3% Mi r electr nics 76,976 (4,568) 81,544 68,264 19.5% Consumables Total 269,962$ $ (7,461) 277,423$ $ 271,988 2.0% Systems Sales 53,777$ (2,285)$ 56,062$ $ 61,285 -8.5% Total Industrial 323,739$ (9,746)$ 333,485$ 333,273$ 0.1%-3 5 Dollars in thousands

16 Appendix: Q2 Orders by Segment Reconciliation of Non-GAAP Financial Measures Dollars in thousands Q2 FY14 Q2 FY14 Estimated Impact of FX Q2 FY14 Estimate Excluding FX Q2 FY13 % Change Excluding FX Life Sciences Orders: Consumables 363,351$ (2,833)$ 366,184$ 322,731$ 13.5% Systems 31,458 (691) 32,149 28,603 12.4% Lif S iences Total 394,809$ (3,524)$ 398,333$ 351,334$ 13.4% Industrial Orders: Consumables 282,143$ (8,093)$ 290,236$ 260,496$ 11.4% Systems 60,904 (943) 61,847 66,424 -6.9% Industrial Total 343,047$ (9,036)$ 352,083$ 326,920$ 7.7%

17 Appendix: Q2 Operating Profit Reconciliation of Non-GAAP Financial Measures Operating Profit Q2 FY14 Q2 FY13 Life Sciences segment profit 90,856$ 82,477$ Industrial segment profit 46,891 48,104 Total segment profit 137,747$ 130,581$ General corporate expenses (14,766) (18,026) Operating profit 122,981$ 112,555$ % of Sales 18.2% 17.0% ROTC 9,170 4,399 Interest expense, net 5,194 6,017 Earnings before income taxes 108,617$ 102,139$ Dollars in thousands