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): November 25, 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:

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

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

oPre-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 November 25, 2014, Pall Corporation (the “Registrant”) released its results of operations for its first quarter ended October 31, 2014. A copy of the press release issued by the Registrant, dated November 25, 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 November 25, 2014, are furnished herewith as Exhibit 99.1 and 99.2, respectively, to this report.

The information (including Exhibits 99.1 and 99.2) in this report is “furnished” pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Registrant made reference to non-GAAP financial information in the press release, in the presentation and on the conference call. A reconciliation of the non-GAAP financial measures used throughout the release and presentation to the most directly comparable GAAP measures appear in the accompanying tables at the end of the release, in the Appendix at the end of the presentation and are also available on Pall’s website at www.pall.com/investor.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated November 25, 2014 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on November 25, 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
November 25, 2014	/s/	ANGELINA ROUSE
		Angelina Rouse
		Chief Accounting Officer and Corporate Controller

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated November 25, 2014 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on November 25, 2014 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pall Corporation Reports First Quarter Results

PORT WASHINGTON, N.Y., November 25, 2014 -- Pall Corporation (NYSE:PLL) today reported financial results for the first quarter of fiscal year 2015 which ended October 31, 2014.

▪ Sales in the quarter increased 11%; up 13% in local currency

▪ Orders in the quarter grew 8%; up 11% in local currency

▪ Diluted EPS in the quarter of $0.81, up 29%; pro forma diluted EPS of $0.89, up 27%

First Quarter Sales and Earnings Overview

First quarter sales were $696.5 million compared to $629.8 million last year, an increase of 11%. Sales in local currency (“LC”) were up 13%, and about 9% excluding acquisitions. Diluted EPS were $0.81 in the quarter, compared to $0.63 last year. Pro forma diluted EPS⁽¹⁾ were $0.89, a 27% increase compared to $0.70 a year earlier, including a detriment of approximately $0.05 from foreign currency translation.

Larry Kingsley, Pall Chairman and CEO, said, “We delivered an exceptional quarter. Organic revenue growth was 9 percent, operating margin expanded 210 basis points and free cash flow was 118 percent of net income.”

Life Sciences – First Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	OCT. 31, 2014		OCT. 31, 2013		% CHANGE		% CHANGE IN LC
BioPharmaceuticals	$	227	$	196	16		18
Food & Beverage	43		43		(1	)	4
Medical	53		56		(4	)	(2	)
Total Consumables	323		295		9		12
Systems	29		24		24		28
Total Life Sciences segment	$	352	$	319	11		14
Gross profit	$	199	$	182
% of sales	56.3		57.1
Segment profit	$	86	$	73
% of sales	24.5		22.9

BioPharmaceuticals: Consumables sales grew 18% compared to last year, on overall market strength, the benefit of acquisitions and to some extent easier compares and timing of shipments.

Food and Beverage: Consumables sales were up 4% compared to last year, on growth in the Americas and Asia.

Medical: Consumables sales declined 2% compared to last year, on lower OEM and blood media sales.

Systems: Sales were up 28% compared to last year, on timing of BioPharmaceuticals and Food & Beverage projects.

Industrial – First Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	OCT. 31, 2014		OCT. 31, 2013		% CHANGE	% CHANGE IN LC
Process Technologies	$	145	$	125	16	19
Aerospace	62		59		5	6
Microelectronics	75		71		5	8
Total Consumables	282		255		10	13
Systems	62		56		12	16
Total Industrial segment	$	344	$	311	11	13
Gross profit	$	163	$	144
% of sales	47.3		46.2
Segment profit	$	64	$	50
% of sales	18.7		16.2

Process Technologies: Consumables sales increased 19% compared to last year, on double-digit growth in Fuels & Chemicals and benefit from our recent acquisition of Filter Specialists, Inc.

Aerospace: Consumables sales increased 6% compared to last year, on strong Military OEM and helicopter program sales.

Microelectronics: Consumables sales grew 8% compared to last year, on continuing strength in Asia, particularly in E-materials.

Systems: Sales increased 16% compared to last year, on timing of Fuels & Chemicals projects.

Conclusion/Outlook
Kingsley concluded, “The dramatic strengthening of the U.S. Dollar, which began during our first quarter, will be a very significant earnings headwind for the year. However, our operating momentum provides us with confidence that we can largely offset FX and deliver a full year outlook consistent with our original guidance. We continue to expect pro forma diluted EPS for fiscal 2015 to be in the range of $3.75 to $3.95 per share. This is an increase of between 9 to 15% over fiscal 2014.”

Conference Call On Tuesday, November 25, 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 Statements

The matters discussed in this press release contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Results for the first quarter of fiscal year 2015 are preliminary until our Form 10-Q is filed with the Securities and Exchange Commission on or before December 10, 2014. Forward-looking statements are those that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. All statements regarding future performance, earnings

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projections, earnings guidance, management’s expectations about our future cash needs 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.

Our 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 our forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I-Item 1A.-Risk Factors in the 2014 Form 10-K, and other reports we file with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components for our products 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, such as the Foreign Corrupt Practices Act and the U.K. Bribery Act, and regulations and procurement policies and practices, including regulations on import-export control, may expose us to liability or impair our ability to compete in international markets; the impact of a significant disruption in, or breach in security of, our information technology systems or we fail to implement, manage or integrate new systems, software and technologies successfully; 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; our ability to successfully complete or integrate acquisitions; product defects and unanticipated use or inadequate disclosure with respect to our products; our ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative and political developments; our ability to comply with a broad array of regulatory requirements; the loss of one or more members of our senior management team and our ability to recruit and retain qualified management personnel; changes in the demand for our products and business relationships with key customers and suppliers; changes in product mix and product pricing, particularly with systems products and associated hardware and devices for our consumable filtration products; our ability to deliver our backlog on time; increases in manufacturing and operating costs and/or our ability to achieve the savings anticipated from our structural cost improvement initiative; the impact of environmental, health and safety laws and regulations, and violations; our 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 our effective tax rate; the impact of certain risks associated with potential labor disruptions; our ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in our debt facilities. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We make these statements as of the date of this disclosure and undertake 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 release to the most directly comparable GAAP measures appear in the accompanying tables at the end of this document and are also available on Pall’s website at www.pall.com/investor.

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PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
	OCT. 31, 2014		JUL. 31, 2014
Assets:
Cash and cash equivalents	$	1,001,481	$	964,110
Accounts receivable	561,013		615,713
Inventories	401,524		404,878
Other current assets	156,855		152,522
Total current assets	2,120,873		2,137,223
Property, plant and equipment	773,373		805,327
Other assets	881,288		909,963
Total assets	$	3,775,534	$	3,852,513
Liabilities and Stockholders' Equity:
Short-term debt	$	807,520	$	512,898
Accounts payable, income taxes and other current liabilities	531,299		584,748
Total current liabilities	1,338,819		1,097,646
Long-term debt, net of current portion	375,593		375,826
Deferred taxes and other non-current liabilities	466,281		483,684
Total liabilities	2,180,693		1,957,156
Stockholders' equity	1,594,841		1,895,357
Total liabilities and stockholders' equity	$	3,775,534	$	3,852,513

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PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	FIRST QUARTER ENDED
	OCT. 31, 2014		OCT. 31, 2013
Net sales	$	696,492	$	629,779
Cost of sales	335,084		304,065
Gross profit	361,408		325,714
% of sales	51.9%		51.7%
Selling, general and administrative expenses	202,656		194,884
% of sales	29.1%		30.9%
Research and development	24,777		23,267
Operating profit	133,975		107,563
% of sales	19.2%		17.1%
Restructuring and other charges ("ROTC") (2)	9,240		9,198
Interest expense, net	6,702		5,977
Earnings before income taxes	118,033		92,388
Provision for income taxes	29,760		20,875
Net earnings	$	88,273	$	71,513
Average shares outstanding:
Basic	108,081		111,870
Diluted	109,219		113,135
Earnings per share:
Basic	$	0.82	$	0.64
Diluted	$	0.81	$	0.63
Pro forma diluted earnings per share:	$	0.89	$	0.70

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PALL CORPORATION
RECONCILIATION OF PRO FORMA EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	FIRST QUARTER ENDED
	OCT. 31, 2014		OCT. 31, 2013
Net earnings as reported	$	88,273	$	71,513
Discrete items:
ROTC, after pro forma tax effect (2)	8,725		7,518
Total discrete items	8,725		7,518
Pro forma net earnings	$	96,998	$	79,031
					FISCAL YEAR
	FIRST QUARTER ENDED				2015 (ESTIMATE
	OCT. 31, 2014		OCT. 31, 2013		AT MIDPOINT)
Diluted earnings per share as reported	$	0.81	$	0.63	$	3.77
Discrete items:
ROTC, after pro forma tax effect (2)	0.08		0.07		0.08
Total discrete items	0.08		0.07		0.08
Pro forma diluted earnings per share	$	0.89	$	0.70	$	3.85

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PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
	QUARTER ENDED
	OCT. 31, 2014			OCT. 31, 2013
Net cash provided by operating activities	$	114,537		$	85,897
Investing activities:
Acquisitions of businesses	—			(1,460		)
Capital expenditures	(10,408		)	(18,915		)
Proceeds from sale of assets	1,577			471
Other	(1,444		)	2,649
Net cash provided/(used) by investing activities	(10,275		)	(17,255		)
Financing activities:
Dividends paid	(30,202		)	(27,947		)
Notes payable and long-term borrowings/(repayments)	299,645			85,885
Purchase of treasury stock	(300,000		)	(125,000		)
Other	838			18,373
Net cash used by financing activities	(29,719		)	(48,689		)
Cash flow for period	74,543			19,953
Cash and cash equivalents at beginning of year	964,110			936,886
Effect of exchange rate changes on cash	(37,172		)	11,137
Cash and cash equivalents at end of period	$	1,001,481		$	967,976
Free cash flow:
Net cash provided by operating activities	$	114,537		$	85,897
Less capital expenditures	10,408			18,915
Free cash flow	$	104,129		$	66,982

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PALL CORPORATION
SUMMARY SEGMENT PROFIT BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)
	FIRST QUARTER ENDED
	OCT. 31, 2014		OCT. 31, 2013
Life Sciences
Sales	$	352,464	$	318,946
Cost of sales	153,910		136,867
Gross profit	198,554		182,079
% of sales	56.3%		57.1%
Selling, general and administrative expenses	97,171		94,091
% of sales	27.6%		29.5%
Research and development	14,903		14,943
Segment profit	$	86,480	$	73,045
% of sales	24.5%		22.9%
Industrial
Sales	$	344,028	$	310,833
Cost of sales	181,174		167,198
Gross profit	162,854		143,635
% of sales	47.3%		46.2%
Selling, general and administrative expenses	88,748		84,829
% of sales	25.8%		27.3%
Research and development	9,874		8,324
Segment profit	$	64,232	$	50,482
% of sales	18.7%		16.2%
Consolidated:
Segment profit	$	150,712	$	123,527
Corporate services group	16,737		15,964
Operating profit	133,975		107,563
% of sales	19.2%		17.1%
ROTC	9,240		9,198
Interest expense, net	6,702		5,977
Earnings before income taxes	$	118,033	$	92,388

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PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY PRODUCT/MARKET AND REGION
(Unaudited)
(Dollar Amounts in Thousands)
							EXCHANGE			% CHANGE
							RATE			IN LOCAL
FIRST QUARTER ENDED	OCT. 31, 2014		OCT. 31, 2013		% CHANGE		IMPACT			CURRENCY
Life Sciences					|-------------- Increase/(Decrease) -------------|
By Product/Market:
BioPharmaceuticals	$	226,605	$	196,118	15.5		$	(5,625	)	18.4
Food & Beverage	43,168		43,569		(0.9	)	(2,109		)	3.9
Medical	53,446		55,717		(4.1	)	(1,225		)	(1.9	)
Total Consumables	323,219		295,404		9.4		(8,959		)	12.4
Systems	29,245		23,542		24.2		(798		)	27.6
Total Life Sciences	$	352,464	$	318,946	10.5		$	(9,757	)	13.6
By Region:
Americas	$	107,657	$	97,776	10.1		$	(1,799	)	11.9
Europe	176,033		161,930		8.7		(6,135		)	12.5
Asia	68,774		59,240		16.1		(1,823		)	19.2
Total Life Sciences	$	352,464	$	318,946	10.5		$	(9,757	)	13.6
Industrial
By Product/Market:
Process Technologies	$	144,926	$	125,078	15.9		$	(3,885	)	19.0
Aerospace	61,811		58,771		5.2		(334		)	5.7
Microelectronics	75,166		71,416		5.3		(1,715		)	7.7
Total Consumables	281,903		255,265		10.4		(5,934		)	12.8
Systems	62,125		55,568		11.8		(2,284		)	15.9
Total Industrial	$	344,028	$	310,833	10.7		$	(8,218	)	13.3
By Region:
Americas	$	124,937	$	100,575	24.2		$	(1,365	)	25.6
Europe	99,790		98,696		1.1		(4,059		)	5.2
Asia	119,301		111,562		6.9		(2,794		)	9.4
Total Industrial	$	344,028	$	310,833	10.7		$	(8,218	)	13.3

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PALL CORPORATION
SUPPLEMENTAL ORGANIC SALES GROWTH INFORMATION BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)
						EXCHANGE			% CHANGE
						RATE			IN LOCAL
FIRST QUARTER ENDED	OCT. 31, 2014		OCT. 31, 2013		% CHANGE	IMPACT			CURRENCY
					|-------------- Increase/(Decrease) -------------|
Life Sciences:
Organic	$	339,322	$	318,946	6.4	$	(9,757	)	9.4
Acquisitions	13,142		—			—
Total Life Sciences Sales	$	352,464	$	318,946	10.5	$	(9,757	)	13.6
Industrial:
Organic	$	327,139	$	310,833	5.2	$	(8,218	)	7.9
Acquisitions	16,889		—			—
Total Industrial Sales	$	344,028	$	310,833	10.7	$	(8,218	)	13.3
Total Pall:
Organic	$	666,461	$	629,779	5.8	$	(17,975	)	8.7
Acquisitions	30,031		—			—
Total Pall Sales	$	696,492	$	629,779	10.6	$	(17,975	)	13.4

Notes to release:

(1) Pro forma earnings measures exclude the items described below in footnote 2 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.

(2) ROTC in the quarter ended October 31, 2014 of $9,240 ($8,725 after pro forma tax effect of $515) primarily includes severance costs related to the Company's structural cost improvement initiative.

ROTC in the quarter ended October 31, 2013 of $9,198 ($7,518 after pro forma tax effect of $1,680) primarily includes severance costs related to the Company's structural cost improvement initiative and an adjustment to environmental reserves.

# # #

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Contact:

Pall Corporation
R. Brent Jones

Senior Vice President Corporate Development & Treasurer

Telephone: 516-801-9871

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EX-99.2

Better Lives. Better Planet.SM This presentation is the Confidential work product of Pall Corporation and no portion of this presentation may be copied, published, performed, or redistributed without the express written authority of a Pall corporate officer © 2014 Pall Corporation Q1 FY 2015 Financial Results November 25, 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 first quarter of fiscal year 2015 are preliminary until our Form 10-Q is filed with the Securities and Exchange Commission on or before December 10, 2014. Forward-looking statements are those that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about our future cash needs 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. Our 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 our forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I-Item 1A.-Risk Factors in the 2014 Form 10-K, and other reports we file with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components for our products 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, such as the Foreign Corrupt Practices Act and the U.K. Bribery Act, and regulations and procurement policies and practices, including regulations on import-export control, may expose us to liability or impair our ability to compete in international markets; the impact of a significant disruption in, or breach in security of, our information technology systems or we fail to implement, manage or integrate new systems, software and technologies successfully; 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; our ability to successfully complete or integrate acquisitions; product defects and unanticipated use or inadequate disclosure with respect to our products; our ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative and political developments; our ability to comply with a broad array of regulatory requirements; the loss of one or more members of our senior management team and our ability to recruit and retain qualified management personnel; changes in the demand for our products and business relationships with key customers and suppliers; changes in product mix and product pricing, particularly with systems products and associated hardware and devices for our consumable filtration products; our ability to deliver our backlog on time; increases in manufacturing and operating costs and/or our ability to achieve the savings anticipated from our structural cost improvement initiative; the impact of environmental, health and safety laws and regulations, and violations; our 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 our effective tax rate; the impact of certain risks associated with potential labor disruptions; our ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in our debt facilities. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We make these statements as of the date of this disclosure and undertake 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: 29298729  Internet: www.pall.com/investor Pall’s Stax™ Depth Filter System, scalable modules for pre-filtration and clarification in lab, pilot and process scale biopharmaceutical applications

4 Q1 Overview  Exceptionally strong quarter – Revenue – Cost control – Cash Flow  Solid incremental margins – Business is very leverageable with sufficient revenue growth  Translational FX headwinds – Current rates are a significant headwind to our FY15 guidance assumptions Very strong conversion; a good start to the year A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix. Pall’s Ultipleat® SPDR family of products filter chemicals used in cleaning and etching semiconductor wafers.

5 $630 $696 $- $200 $400 $600 $800 Revenue % Growth Excluding FX FY 2014 FY 2015 Q1 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. 17.1% 19.2% 10.0% 15.0% 20.0% Operating Profit Margin FY 2014 FY 2015 Pro forma EPS Bridge $0.70 $0.89 $0.30 $0.60 $0.90 Pro forma EPS % Growth FY 2014 FY 2015 +27% +13% +210 bps Q1 FY2014 0.70$ EBIT 0.23 Sharecount 0.03 Tax Rate (0.02) Translational FX (0.05) Q1 FY2015 0.89$

6 Life Sciences Consumables $323 +12% Industrial Consumables $282 +13% Industrial Systems $62 +16% Life Sciences Systems $29 +28% 41% 46% 9% 4% Q1 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: $352 (+14%) Industrial: 344 (+13%) Total Sales: $696 (+13%)

7 Q1 Life Sciences Segment Performance Dollars in millions Life Sciences markets’ consumables sales growth percentages are excluding FX A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix 0% 30% 60% 56.3% -80 bps 57.1% 0% 30% 60% 24.5% +160 bps 22.9% FY 2014 FY 2015 Gross Margin Segment Margin  BioPharmaceuticals consumables: +18%  Food & Beverage consumables: +4%  Medical consumables: -2% Sales Q1 FY 2015 YoY Change YoY Change Excluding FX Consumables 323$ 9% 12% Systems 29 24% 28% Total Life Sciences 352$ 11% 14% Orders Q1 FY 2015 YoY Change YoY Change Excluding FX Consumables 337$ 13% 16% Systems 31 3% 7% Total Life Sciences 368$ 12% 15%

8 Q1 Industrial Segment Performance Gross Margin Segment Margin  Process Technologies consumables: +19%  Aerospace consumables: +6%  Microelectronics consumables: +8% 0% 30% 60% 47.3% +110 bps 46.2% 0% 30% 60% 18.7% +250 bps 16.2% FY 2014 FY 2015 Sales Q1 FY 2015 YoY Change YoY Change Excluding FX Consumables 282$ 10% 13% Systems 62 12% 16% Total Industrial 344$ 11% 13% Orders Q1 FY 2015 YoY Change YoY Change Excluding FX Consumables 276$ 4% 6% Systems 45 3% 8% Total Industrial 321$ 4% 7% Dollars in millions Industrial markets’ consumables sales growth percentages are excluding FX A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix

9 Cash Flow and Working Capital(1) Operating Cash Flow 115$ 86$ CapEx (10) (19) Free Cash Flow 104$ 67$ Other Significant Sources/(Uses) of Cash: Dividends (30) (28) Notes Payable 300 90 Share Repurchase (300) (125) YTD FY15 YTD FY14 Dollars in millions (1) Figures include the impact of rounding Net debt of $182mm as of October 31, 2014

10 Media Technology Enhances Our Position “Taking share while building the moat” Ultimate Barriers Competition Pall Position Product Channel Applications Regulatory Novel Filter Formats/ IP Media IP Excellence in Supply

11 1.50 1.55 1.60 1.65 1.70 1.75 Aug-13 Oct-13 Jan-14 Apr-14 Jul-14 GBP / USD FX Update Recent FX Trends FY14 Revenue by Currency Source: Bloomberg, as of 11/21/2014 Dollars in millions Revenue by functional currency $798 $797 $218 $177 $173 $626 Other 22% RMB 6% GBP 6% JPY 8% USD 29% EUR 29% FY15 FY14 1.20 1.30 1.40 1.50 Aug-13 Oct-13 Jan-14 Apr-14 Jul-14 EUR / USD 1.244 CURR PLAN 1.35 1.57 95 105 115 125 Aug-13 Oct-13 Jan-14 Apr-14 Jul-14 118.3 USD / JPY CURR PLAN 102 Unfavorable Favorable 1.24 CURR PLAN 1.69 18

12 FY 2015 Revised Outlook Previous (8/28/14) Updated (11/25/14) Pall Revenue Growth: Total: Organic ex-Fx:  Mid-to-high single-digit  Low-to-mid single-digit  Low to mid single-digit  Mid single-digit Segment Revenue Growth: Life Sciences ex-Fx: Industrial ex-Fx:  Mid-to-high single-digit  Mid-to-high single-digit  High single-digit  No change Pro Forma EPS:  $3.75 – $3.95  No change FX Rates Assumed:  Euro/USD: 1.35  Euro/GBP: 0.80  USD/Yen: 102  Euro/USD: 1.25(1)  Euro/GBP: 0.79(1)  USD/Yen: 117(1) We’ve adjusted our outlook to match the current foreign exchange landscape (1) Rates assumed for the balance of the fiscal year for guidance

Better Lives. Better Planet.SM This presentation is the Confidential work product of Pall Corporation and no portion of this presentation may be copied, published, performed, or redistributed without the express written authority of a Pall corporate officer © 2014 Pall Corporation Appendix

14 Appendix: Q1 Earnings and FY 2015 Estimates Reconciliation of Non-GAAP Financial Measures Diluted EPS as reported 0.81$ 0.63$ 3.77$ Discrete Items: ROTC after pro forma tax effect 0.08 0.07 0.08 Total discrete items 0.08 0.07 0.08 Pro forma diluted EPS 0.89$ 0.70$ 3.85$ FY 2015 (Estimates at Midpoint) Q1 FY15 Q1 FY14

15 Appendix: Q1 Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q1 FY15 Q1 FY15 Estimated Impact of FX Q1 FY15 Estimate Excluding FX Q1 FY14 % Change Excluding FX Life Sciences Consumables Sales: BioPharmaceuticals 226,605$ (5,625)$ 232,230$ 196,118$ 18.4% Food & Beverage 43,168 (2,109) 45,277 43,569 3.9% Medical 53,446 (1,225) 54,671 55,717 -1.9% Consumables Total 323,219$ (8,959)$ 332,178$ 295,404$ 12.4% Systems Sales 29,245$ (798)$ 30,043$ 23,542$ 27.6% Total Life Sciences 352,464$ (9,757)$ 362,221$ 318,946$ 13.6% Industrial Consumables Sales: Process Technologies 144,926$ (3,885)$ 148,811$ 125,078$ 19.0% Aerospace 61,811 (334) 62,145 58,771 5.7% Microelectronics 75,166 (1,715) 76,881 71,416 7.7% Consumables Total 281,903$ (5,934)$ 287,837$ 255,265$ 12.8% Systems Sales 62,125$ (2,284)$ 64,409$ 55,568$ 15.9% Total Industrial 344,028$ (8,218)$ 352,246$ 310,833$ 13.3% Total Pall 696,492$ (17,975)$ 714,467$ $ 629,779 13.4% Dollars in thousands

16 Appendix: Q1 Orders by Segment Reconciliation of Non-GAAP Financial Measures Dollars in thousands Q1 FY15 Q1 FY15 Estimated Impact of FX Q1 FY15 Estimate Excluding FX Q1 FY14 % Change Excluding FX Life Sciences Orders: Consumables 337,471$ (9,499)$ 346,970$ 299,140$ 16.0% Systems 30,869 (1,240) 32,109 29,995 7.0% Life Sciences Total 368,340$ (10,739)$ 379,079$ 329,135$ 15.2% Industrial Orders: Consumables 276,022$ (5,299)$ 281,321$ 264,664$ 6.3% Systems 45,262 (2,208) 47,470 43,911 8.1% Industrial Total 321,284$ (7,507)$ 328,791$ 308,575$ 6.6% Total Pall 689,623$ (18,247)$ 707,870$ 637,710$ 11.0%

17 Appendix: Q1 Organic Sales Growth by Segment Reconciliation of Non-GAAP Financial Measures Q1 FY15 Q1 FY14 Percent Change Q1 FY15 Impact of FX % Change Excluding FX Life Sciences Sales: Organic 339,322$ 318,946$ 6.4% (9,757)$ 9.4% Acquisitions 13,142 - - Total Life Sciences Sales 352,464$ 318,946$ 10.5% (9,757)$ 13.6% Industrial : Organic 327,139$ 310,833$ 5.2% (8,218)$ 7.9% Acquisitions 16,889 - - Total Industrial Sales 344,028$ 310,833$ 10.7% (8,218)$ 13.3% Total Pall : Orga ic 666,461$ 629,779$ 5.8% (17,975)$ 8.7% Acquisitions 30,031 - - Total Pall Sales 696,492$ 629,779$ 10.6% (17,975)$ 13.4% Dollars in thousands

18 Appendix: Q1 Operating Profit Reconciliation of Non-GAAP Financial Measures Operating Profit Q1 FY15 Q1 FY14 Life Sciences segment profit 86,480$ 73,045$ Industrial segment profit 64,232 50,482 Total segment profit 150,712$ 123,527$ General corporate expenses (16,737) (15,964) Operating profit 133,975$ 107,563$ % of Sales 19.2% 17.1% ROTC 9,240 9,198 Interest expense, net 6,702 5,977 Earnings before income taxes 118,033$ 92,388$ Dollars in thousands