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): December 9, 2008

PALL CORPORATION

(Exact name of registrant as specified in its charter)

New York	001- 04311	11-1541330
(State or other jurisdiction	(Commission file number)	(I.R.S. Employer
of incorporation)		Identification No.)

2200 Northern Boulevard, East Hills, NY	11548
(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 December 9, 2008, Pall Corporation (the “Registrant”) released its results of operations for its first quarter ended October 31, 2008. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99 to this report.

ITEM 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     99 Press Release, dated December 9, 2008 (furnished pursuant to Item 2.02).

2

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
	/s/ FRANCIS MOSCHELLA
December 10, 2008	Francis Moschella
	Vice President — Corporate Controller
	Chief Accounting Officer

3

INDEX TO EXHIBITS

Exhibit
Number	Description
99	Press Release, dated December 9, 2008 (furnished pursuant to Item 2.02).

4

EX-99

Exhibit 99

Pall Corporation First Quarter Earnings up 19%

East Hills, NY (December 9, 2008) — Pall Corporation (NYSE: PLL) today reported sales and earnings for the first quarter ended October 31, 2008.

Sales and Earnings Overview

Net earnings were $43.1 million, compared to $36.1 million, an increase of 19.3% over the first quarter of fiscal 2008. Diluted earnings per share (“EPS”) were $0.36, up from $0.29 a year earlier. Pro forma EPS, excluding restructuring and other charges as well as non-recurring favorable tax items, were $0.40 versus last year’s $0.36, an increase of 11.1%.

As previously reported, first quarter sales grew to $578 million, a 3% increase over the first quarter of fiscal 2008. Sales in local currency (“LC”) increased $24 million, or 4.3%, in the quarter. Foreign currency translation reduced reported sales by $7 million or 1.3% in the quarter and had no material impact on EPS.

Eric Krasnoff, Chairman and CEO, stated, “We are pleased with this result particularly given the turbulent macroeconomic environment. Our ongoing productivity improvement and cost reduction initiatives have provided the foundation to deliver gross margin improvement of 170 basis points over last year and operating margin of 13.8%, a 70 basis point improvement.”

Industrial — First Quarter Highlights

(Dollar Amounts in Thousands)

	OCT. 31, 2008		% CHANGE			% CHANGE IN LC
Sales:
Energy, Water & Process Technologies (a)	$	217,599		4.3			5.7
Aerospace & Transportation		72,695		9.7			12.1
Microelectronics		67,399		(5.7	)		(6.7	)
Total Industrial segment	$	357,693		3.3			4.4
			% OF SALES
Gross profit	$	164,872		46.1
Operating profit	$	55,106		15.4

(a) Formerly General Industrial.

Energy, Water & Process Technologies grew 5.7% overall, with both consumables and systems contributing to the growth in the quarter. Sales to the Municipal Water and Food & Beverage markets in the Western Hemisphere and Asia were particularly strong.

In Aerospace & Transportation, Military sales increased 37.6% (in LC) while Commercial Aerospace declined 7.5% (in LC).

Microelectronics sales decreased reflecting growing weakness in the semiconductor and consumer electronics markets.

Operating profit increased in the quarter 22.2% to $55.1 million. Operating profit margin improved to 15.4% driven by gross margin improvement of 270 basis points while SG&A as a percentage of sales held steady.

Life Sciences — First Quarter Highlights

(Dollar Amounts in Thousands)

	OCT. 31, 2008		% CHANGE			% CHANGE IN LC
Sales:
Medical (a)	$	92,406		(1.9	)		(0.9	)
BioPharmaceuticals (a)		127,923		6.3			8.1
Total Life Sciences segment	$	220,329		2.7			4.1
			% OF SALES
Gross profit	$	114,519		52.0
Operating profit	$	41,868		19.0

(a) The BioPharmaceuticals market includes the Laboratory market previously reported in Medical. The amounts above reflect this change with the restatement for the four quarters of fiscal year 2008 included in the appendix to the release.

BioPharmaceuticals sales increased 8.1% in the quarter driven by growth in both the Laboratory and Pharmaceuticals markets, particularly in Europe and Asia. The U.S. Pharmaceuticals market remains weak. Global systems sales increased 13% (in LC) in the quarter as Pall continues to win business on new drug production platforms.

Medical sales decreased 0.9% in the quarter, reflecting lower Blood Filtration sales in the Western Hemisphere. The Hospital, Cell Therapy and OEM markets within Medical each grew.

Operating profit for Life Sciences increased in the quarter 5.2% to $41.9 million. Operating profit margin improved 50 basis points to 19% with pricing and improvement in SG&A contributing.

Conclusion/Outlook

Mr. Krasnoff concluded, “Pall’s market diversity and strength across the globe should help mitigate the impact of economic turmoil. We maintain a strong balance sheet, solid liquidity and are well positioned for the long term. Yet we are not immune to recessionary pressure. Our expectation is that revenue growth will not exceed 4% (in LC) for this fiscal year. Our established business improvement initiatives provide strong levers to achieve our goals. Coupled with additional measures to manage costs, we maintain our EPS guidance for the year.”

Conference Call

On Wednesday, December 10, 2008, at 8:30 am ET, Pall Corporation will host a conference call to review these results. The call will be webcast and individuals can access it at www.pall.com/investor. Listening to the webcast requires audio speakers and Microsoft Windows Media Player software. The webcast will be archived for 30 days.

About Pall Corporation

Pall Corporation is the global leader in the rapidly growing field of filtration, separation and purification. Pall is organized into two businesses: Life Sciences and Industrial. These businesses provide leading-edge products to meet the demanding needs of customers in biotechnology, pharmaceutical, transfusion medicine, energy, electronics, water purification, aerospace, transportation and broad industrial markets. Total revenues for fiscal year 2008 were $2.6 billion. The Company is headquartered in East Hills, New York and has extensive operations around the world. For more information visit Pall at http://www.pall.com.

Forward-Looking Statements

The matters discussed in this release contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. Statements about future performance, earnings projections, earnings guidance, management’s expectations about its 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 “anticipate,” “should,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “potential,” or similar expressions about matters that are not historical facts. Such risks and uncertainties include those discussed in our Annual Report on Form 10-K and other reports the Company files with the Securities and Exchange Commission, including, among others, the impact of the current economic environment, including the current credit market crisis, volatility in currency and energy costs and other macro-economic challenges currently affecting the Company, our customers and vendors and the economy of the United States and other parts of the world.

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.

PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)

	OCT. 31, 2008		JULY 31, 2008
Assets:
Cash and cash equivalents	$	266,303	$	454,065
Accounts receivable		520,317		617,079
Inventories		469,971		492,977
Other current assets		160,817		95,518
Total current assets		1,417,408		1,659,639
Property, plant and equipment, net		619,307		662,985
Other assets		552,915		634,122
Total assets	$	2,589,630	$	2,956,746
Liabilities and Stockholders’ Equity:
Short-term debt	$	40,236	$	29,314
Accounts payable, income taxes and other current liabilities		541,281		544,649
Total current liabilities		581,517		573,963
Long-term debt		619,759		747,051
Deferred taxes and other non-current liabilities		368,335		496,497
Total liabilities		1,569,611		1,817,511
Stockholders’ equity		1,020,019		1,139,235
Total liabilities and stockholders’ equity	$	2,589,630	$	2,956,746

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in thousands, except per share data)

	FIRST QUARTER ENDED
	OCT. 31, 2008			OCT. 31, 2007
Net sales	$	578,022		$	561,007
Cost of sales		298,631			299,691
Gross profit		279,391			261,316
% of sales		48.3	%		46.6	%
Selling, general and administrative expenses		180,506			170,987
% of sales		31.2	%		30.5	%
Research and development		18,933			16,895
Earnings before restructuring and other charges/(gains), net (“ROTC”), interest expense, net, and income taxes		79,952			73,434
% of sales		13.8	%		13.1	%
ROTC		8,175	(a)		8,769	(b)
Interest expense, net		9,426			7,721
Earnings before income taxes		62,351			56,944
Provision for income taxes		19,264	(a)		20,842	(b)
Net earnings	$	43,087		$	36,102
Earnings per share:
Basic	$	0.36		$	0.29
Diluted	$	0.36		$	0.29
Average shares outstanding:
Basic		119,363			123,167
Diluted		120,520			124,360
Net earnings as reported	$	43,087		$	36,102
ROTC after pro forma tax effect		6,694	(a)		6,096	(b)
Tax adjustments		(1,426	) (a)		2,435	(b)
Pro forma earnings	$	48,355		$	44,633
Diluted earnings per share as reported	$	0.36		$	0.29
ROTC after pro forma tax effect		0.05	(a)		0.05	(b)
Tax adjustments		(0.01	) (a)		0.02	(b)
Pro forma diluted earnings per share	$	0.40		$	0.36

(a)	ROTC in the quarter includes charges of $4,455 (3 cents per share, after pro forma tax effect) primarily comprised of severance and other costs related to the Company’s cost reduction programs, legal and other professional fees related to the previously reported matters that were under inquiry by the audit committee of the Company’s board of directors and an increase to previously established environmental reserves. Furthermore, ROTC includes a charge of $1,977 (1 cent per share, after pro forma tax effect) for the impairment of equity and debt investments held by the Company’s benefits protection trust and $1,743 (1 cent per share, after pro forma tax effect) to write-off in-process research and development acquired in the acquisition of GeneSystems, SA.
	Provision for income taxes includes a benefit of $1,426 (1 cent per share) in the quarter primarily resulting from an adjustment to the net tax cost of the repatriation of foreign earnings and newly enacted tax legislation. Pro forma earnings excludes these items as they are deemed to be non-recurring in nature.
(b)	ROTC in the quarter includes charges of $5,003 (3 cents per share, after pro forma tax effect) primarily comprised of severance and other costs related to the Company’s cost reduction programs. ROTC in the quarter also includes $3,766 (2 cents per share, after pro forma tax effect) primarily comprised of legal and other professional fees related to the previously reported matters that were under inquiry by the audit committee of the Company’s board of directors.
	Provision for income taxes includes a charge of $2,435 (2 cents per share) in the quarter resulting from newly enacted tax legislation in a foreign tax jurisdiction. Pro forma earnings excludes this item as it is deemed to be non-recurring in nature.

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)

	QUARTER ENDED
	OCT. 31, 2008			OCT. 31, 2007
Net cash provided/(used) by operating activities	$	50,854		$	(125,806	)
Investing activities:
Acquisitions, net of cash acquired		(36,832	)		—
Disposals of long-lived assets		2,053			2,682
Capital expenditures		(26,287	)		(23,586	)
Other		(1,976	)		(1,631	)
Net cash used by investing activities		(63,042	)		(22,535	)
Financing activities:
Dividends paid		(15,501	)		(14,715	)
Notes payable and long-term borrowings		(83,045	)		108,781
Purchase of treasury stock		(49,894	)		—
Other		7,433			7,776
Net cash (used)/provided by financing activities		(141,007	)		101,842
Cash flow for period		(153,195	)		(46,499	)
Cash and cash equivalents at beginning of year		454,065			443,036
Effect of exchange rate changes on cash		(34,567	)		11,240
Cash and cash equivalents at end of period	$	266,303		$	407,777
Free cash flow:
Net cash provided by operating activities	$	50,854		$	(125,806	)
Less capital expenditures		26,287			23,586
Free cash flow	$	24,567		$	(149,392	)

PALL CORPORATION
SUMMARY OPERATING PROFIT BY SEGMENT
(Unaudited)
(Dollar Amounts in Thousands)

	FIRST QUARTER ENDED
	OCT. 31, 2008			OCT. 31, 2007
Industrial
Sales	$	357,693		$	346,393
Cost of sales		192,821			196,225
Gross profit		164,872			150,168
% of sales		46.1	%		43.4	%
Selling, general and administrative expenses		101,100			97,814
% of sales		28.3	%		28.2	%
Research and development		8,666			7,277
Operating profit	$	55,106		$	45,077
% of sales		15.4	%		13.0	%
Life Sciences
Sales	$	220,329		$	214,614
Cost of sales		105,810			103,466
Gross profit		114,519			111,148
% of sales		52.0	%		51.8	%
Selling, general and administrative expenses		62,384			61,747
% of sales		28.3	%		28.8	%
Research and development		10,267			9,618
Operating profit	$	41,868		$	39,783
% of sales		19.0	%		18.5	%
CONSOLIDATED:
Operating profit	$	96,974		$	84,860
General corporate expenses		17,022			11,426
Earnings before ROTC, interest and income taxes		79,952			73,434
ROTC		8,175			8,769
Interest expense, net		9,426			7,721
Earnings before income taxes	$	62,351		$	56,944

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND GEOGRAPHY
(Unaudited)
(Dollar Amounts in Thousands)

								EXCHANGE			% CHANGE
								RATE			IN LOCAL
FIRST QUARTER ENDED	OCT. 31, 2008		OCT. 31, 2007		% CHANGE			IMPACT			CURRENCY
					[--------------------------------Increase/(Decrease)--------------------------------]
Industrial
By Market:
Energy, Water & Process Technologies (a)	$	217,599	$	208,689		4.3		$	(2,994	)		5.7
Aerospace & Transportation		72,695		66,259		9.7			(1,552	)		12.1
Microelectronics		67,399		71,445		(5.7	)		720			(6.7	)
Total Industrial	$	357,693	$	346,393		3.3		$	(3,826	)		4.4
By Geography:
Western Hemisphere	$	101,899	$	96,933		5.1		$	(923	)		6.1
Europe		132,097		132,459		(0.3	)		(3,353	)		2.3
Asia		123,697		117,001		5.7			450			5.3
Total Industrial	$	357,693	$	346,393		3.3		$	(3,826	)		4.4
Life Sciences
By Market:
Medical (b)	$	92,406	$	94,242		(1.9	)	$	(958	)		(0.9	)
BioPharmaceuticals (b)		127,923		120,372		6.3			(2,216	)		8.1
Total Life Sciences	$	220,329	$	214,614		2.7		$	(3,174	)		4.1
By Geography:
Western Hemisphere	$	81,316	$	87,002		(6.5	)	$	(261	)		(6.2	)
Europe		109,458		101,022		8.4			(3,083	)		11.4
Asia		29,555		26,590		11.2			170			10.5
Total Life Sciences	$	220,329	$	214,614		2.7		$	(3,174	)		4.1

(a)	Formerly General Industrial.
(b)	The BioPharmaceuticals market includes the Laboratory market previously reported in Medical. The amounts in this table reflect this change with the restatement for the four quarters of fiscal year 2008 included in the appendix to the release.

APPENDIX

PALL CORPORATION
LIFE SCIENCES SEGMENT SALES INFORMATION BY MARKET
Restated Fiscal Year 2008 By Quarter
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS)

	Q1		Q2		Q3		Q4
	OCT. 31, 2007		JAN. 31, 2008		APRIL 30, 2008		JULY 31, 2008		TOTAL
Life Sciences
By Market:
Medical	$	94,242	$	106,432	$	102,245	$	107,497	$	410,416
BioPharmaceuticals		120,372		138,048		150,751		155,644		564,815
Total Life Sciences	$	214,614	$	244,480	$	252,996	$	263,141	$	975,231

Contact:
Pall Corporation
Patricia Iannucci
V.P. Investor Relations & Corporate Communications
Telephone: 516-801-9848
Email: piannucci@pall.com