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 28, 2012

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 November 28, 2012, Pall Corporation (the “Registrant”) released its results of operations for its first quarter ended October 31, 2012. A copy of the press release issued by the Registrant, dated November 28, 2012, 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 29, 2012, 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 November 28, 2012 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on November 29, 2012 (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 30, 2012	/s/	LISA MCDERMOTT
		Lisa McDermott
		Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated November 28, 2012 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on November 29, 2012 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pall Corporation Reports First Quarter Results

PORT WASHINGTON, N.Y., November 28, 2012 -- Pall Corporation (NYSE:PLL) today reported financial results for the first quarter of fiscal year 2013 which ended on October 31, 2012.

First Quarter Sales and Earnings Overview

Continuing Operations:⁽¹⁾ 

First quarter sales were $627.6 million compared to $651.3 million last year, a decrease of 3.6%. Sales in local currency (“LC”) were flat year over year. Diluted EPS were $0.77 in the quarter, compared to $0.51 last year. Pro forma diluted EPS⁽²⁾ were $0.68 compared to $0.66 last year, an increase of 3.0%. Foreign currency translation negatively impacted first quarter EPS by $0.03.

Total Company:Diluted EPS were $2.92 in the quarter, compared to $0.59 last year. This includes a gain on the sale of certain assets of the Company’s blood product line.

Larry Kingsley, Pall President and CEO, said, “The first quarter proved to be challenging due to order cancellations and a reduction in customer volume commitment, particularly in three of our industrial global end markets. The emerging country markets are taking a more cautious approach to industrial capital commitment. Our more resilient Life Sciences business held up well driven by 8% growth in the BioPharmaceuticals markets. The team responded well to the situation and is managing to achieve reasonable profitability given the soft industrial segment demand. Structural cost improvement and product rationalization is enabling us to improve margin in the down sales environment.”

Life Sciences – First Quarter Highlights

(Dollar Amounts in Thousands and Discussion of Sales Changes are in Local Currency)
Sales:	OCT. 31, 2012		OCT. 31, 2011		% CHANGE		% CHANGE IN LC
BioPharmaceuticals	$	202,577	$	196,012	3.3		7.9
Food & Beverage	49,586		56,019		(11.5	)	(6.8	)
Medical	47,788		49,723		(3.9	)	(0.1	)
Total Life Sciences segment	$	299,951	$	301,754	(0.6	)	3.8
Gross profit	$	175,954	$	178,213
% of sales	58.7		59.1
Segment profit	$	69,842	$	79,717
% of sales	23.3		26.4

BioPharmaceuticals: Within BioPharmaceuticals, ourPharmaceuticals sales increased nearly 10%. Consumables sales to Pharmaceuticals customers grew about 9%, on strength in the Americas and Asia, while systems sales grew 20%. Continued strength in the biotech market, as well as a 4% contribution from ForteBio, drove consumables sales growth. Laboratory sales were down 2% overall. This reflects the residual impact of supply chain issues in the Americas, partly mitigated by growth in Europe of 17%.

Food and Beverage: Consumables sales were down 3.1%. Excluding the impact of a divestiture in Italy, consumables sales were up slightly. This reflects strong consumables sales growth in the Americas, due in part to Latin America, largely offset by weakness in Europe related to lower beer and wine production levels. Overall systems sales declined 22.5%, reflective of weak capital commitment for systems in the Americas.

Medical: Medical sales were flat on weakness in the OEM market.

Industrial – First Quarter Highlights

(Dollar Amounts in Thousands and Discussion of Sales Changes are in Local Currency)
Sales:	OCT. 31, 2012		OCT. 31, 2011		% CHANGE		% CHANGE IN LC
Process Technologies	$	198,534	$	214,285	(7.4	)	(4	)
Aerospace	58,435		56,633		3.2		5.0
Microelectronics	70,680		78,590		(10.1	)	(8.3	)
Total Industrial segment	$	327,649	$	349,508	(6.3	)	(3.5	)
Gross profit	$	151,129	$	157,139
% of sales	46.1		45.0
Segment profit	$	52,766	$	43,635
% of sales	16.1		12.5

Process Technologies: Machinery & Equipment sales decreased 9%, reflecting reduced demand. Europe experienced broad-based slowing in this end market. Asian sales performance is off expectations due to slow end market demand in the primary metals and construction sectors, particularly in China. The Americas was also impacted by fulfillment challenges.

Sales in Fuels & Chemicals increased 9% driven by growth in Europe and in Asia. Growth in the Americas was hampered by weakness in the refinery sector.

Power Generation sales decreased 4%. Systems sales declined 40% on lower capital spending in all regions; however, consumables sales grew about 8% with all regions contributing.

Municipal Water sales declined 26% on weakness in the Americas and Asia. In the Americas, projects delays and pressure on capital spending continue to impact results. The decline in Asia was reflective of a large wastewater project in the comparative quarter of fiscal year 2012 that did not repeat this year.

Aerospace: Military Aerospace grew 4% in the quarter driven by helicopter program sales in the Americas. Commercial Aerospace sales increased about 7% driven by increased aftermarket sales in the Americas and Europe.

Microelectronics: The year over year resultreflects continuing weakness in our customer end markets and low utilization rates at chip producers.

Conclusion/Outlook Kingsley concluded, “As we factor in Q1 performance and our current order pattern, we expect Life Sciences to continue to perform well, while Industrial will have a difficult year. We believe we are taking a realistic approach to our sales forecast that could improve if emerging market demand returns. However, our customers remain very cautious and are allocating more of the current softening to end market requirements and not to de-stocking within the supply chain. Based on the order pattern and implied sales trend, we now expect pro forma EPS from continuing operations to be in the range of $2.95-$3.15⁽²⁾.”

Conference Call On Thursday, November 29, 2012, 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 Corporation
Pall 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. Pall has been named a “top green company” by Newsweek magazine. To see how Pall is helping enable a greener, safer, more sustainable future, follow us on Twitter @PallCorporation or visit www.pall.com/green.

Forward-Looking Statements

The matters discussed in this release contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Results for the first quarter of fiscal year 2013 are preliminary until the Company's Form 10-Q is filed with the Securities and Exchange Commission on or before December 10, 2012.

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 2012 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of legislative, regulatory and political developments globally; the impact of the uncertain global economic environment; the extent to which adverse economic conditions may affect the Company's sales volume and results; demand for our products and business relationships with key customers and suppliers, which may be impacted by their cash flow and payment practices; delays or cancellations in shipments; the Company's ability to develop and commercialize new technologies or obtain regulatory approval or market acceptance of new technologies; increase in costs of manufacturing and operating costs; the Company's ability to achieve and sustain the savings anticipated from its structural cost initiatives; the Company’s ability to meet its regulatory obligations; changes in product mix, market mix and product pricing, particularly relating to the expansion of the systems business; the Company's ability to successfully complete the Company's business improvement initiatives, which include supply chain enhancements and integrating and upgrading the Company's information systems; the effect of a serious disruption in the Company's information systems; fluctuations in the Company's effective tax rate; the Company’s ability to enforce patents and protect proprietary products and manufacturing techniques; the Company's ability to successfully complete or integrate any acquisitions; volatility in foreign currency exchange rates, interest rates and energy costs and other macroeconomic challenges currently affecting the Company; the impact of pricing and other actions by competitors; the effect of litigation and regulatory inquiries associated with the restatement of the Company's prior period financial statements; the Company's ability to attract and retain management talent or the loss of members of its senior management team; 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) As discussed in our news release dated August 1, 2012, the Company completed the sale of certain assets of its Blood product line to Haemonetics Corporation (NYSE:HAE). Accordingly, discussion of results from continuing operations excludes the Blood product line. Tables appended to this release are presented on a continuing operations basis (with reconciliation to include the discontinued Blood product line). Further, Life Sciences and Industrial segment profit for fiscal year 2012 have been restated to reflect a change in the allocation of certain shared expenses on a continuing operations basis.

(2) Pro forma diluted EPS are defined as Reported diluted EPS on a continuing operations basis adjusted for “Discrete Items”. Discrete items are defined as 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.

(3) Reflects assets disposed of related to the sale of the Blood product line.

(4) Cash flows are inclusive of discontinued operations.

PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
	OCT. 31, 2012		JUL. 31, 2012
Assets:
Cash and cash equivalents	$	909,680	$	500,274
Accounts receivable	603,771		655,436
Inventories	398,641		364,766
Other current assets	184,740		195,464
Assets held for sale	—		136,517		(3)
Total current assets	2,096,832		1,852,457
Property, plant and equipment	771,242		750,993
Other assets	652,354		744,442
Total assets	$	3,520,428	$	3,347,892
Liabilities and Stockholders' Equity:
Short-term debt	$	130,474	$	205,393
Accounts payable, income taxes and other current liabilities	579,636		646,735
Total current liabilities	710,110		852,128
Long-term debt, net of current portion	488,683		490,706
Deferred taxes and other non-current liabilities	518,826		495,023
Total liabilities	1,717,619		1,837,857
Stockholders' equity	1,802,809		1,510,035
Total liabilities and stockholders' equity	$	3,520,428	$	3,347,892

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	FIRST QUARTER ENDED
	OCT. 31, 2012			OCT. 31, 2011
Net sales	$	627,600		$	651,262
Cost of sales	300,517			315,910
Gross profit	327,083			335,352
% of sales	52.1		%	51.5		%
Selling, general and administrative expenses	195,965			208,180
% of sales	31.2		%	32		%
Research and development	22,575			19,521
Operating profit	108,543			107,651
% of sales	17.3		%	16.5		%
Restructuring and other charges ("ROTC") (a)	4,274			22,984
Interest expense, net (c)	(568		)	5,945
Earnings from continuing operations before income taxes	104,837			78,722
Provision for income taxes (b)	15,672			19,070
Net earnings from continuing operations	$	89,165		$	59,652
Earnings from discontinued operations, net of income taxes	250,307			9,803
Net Earnings	$	339,472		$	69,455
Average shares outstanding:
Basic	114,589			115,824
Diluted	116,097			117,224
Earnings per share:
From continuing operations:
Basic	$	0.78		$	0.52
Diluted	$	0.77		$	0.51
From discontinued operations:
Basic	$	2.18		$	0.08
Diluted	$	2.15		$	0.08
Total
Basic	$	2.96		$	0.60
Diluted	$	2.92		$	0.59
Pro forma diluted earnings per share:
From continuing operations	$	0.68		$	0.66

PALL CORPORATION
RECONCILIATION OF PRO FORMA EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	FIRST QUARTER ENDED
	OCT. 31, 2012			OCT. 31, 2011
Pro forma earnings reconciliation from Continuing Operations
Net earnings from continuing operations as reported	$	89,165		$	59,652
Discrete items:
ROTC, after pro forma tax effect (a)	3,840			17,756
Tax adjustments (b)	(10,193		)	—
Interest adjustments, after pro forma     tax effect (c)	(4,268		)	—
Total discrete items	(10,621		)	17,756
Pro forma earnings from continuing operations	$	78,544		$	77,408
						FISCAL YEAR
	FIRST QUARTER ENDED					2013 (ESTIMATE
	OCT. 31, 2012			OCT. 31, 2011		AT MIDPOINT)
Diluted earnings per share from continuing operations as reported	$	0.77		$	0.51	$	3.14
Discrete items:
ROTC, after pro forma tax effect (a)	0.03			0.15		0.03
Tax adjustments (b)	(0.09		)	—		(0.09		)
Interest adjustments, after pro forma     tax effect (c)	(0.03		)	—		(0.03		)
Total discrete items	(0.09		)	0.15		(0.09		)
Pro forma diluted earnings per share from continuing operations	$	0.68		$	0.66	$	3.05

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 U.S. federal and/or foreign tax rates.

(a) ROTC in the quarter ended October 31, 2012 of $4,274 ($3,840 after pro forma tax effect of $434) primarily includes severance costs related to the Company's structural cost improvement initiatives.

ROTC in the quarter ended Oct. 31, 2011 of $22,984 ($17,756 after pro forma tax effect of $5,228) includes expenses related to the Company's cost reduction initiatives, primarily in the Industrial segment and certain employment contract obligations, aggregating $32,592 ($23,905 after pro forma tax effect of $8,687) partly offset by a gain on sale of an investment.

(b) Provision for income taxes in the quarter ended October 31, 2012 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 quarter ended October 31, 2012 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)
	FIRST QUARTER ENDED
	OCT. 31, 2012			(4)	OCT. 31, 2011			(4)
Net cash provided by operating activities	$	38,958			$	78,356
Investing activities:
Acquisitions of businesses	—				(28,000		)
Capital expenditures	(23,477		)		(56,649		)
Proceeds from sale of assets	535,680				19,837
Other	(1,144		)		(4,364		)
Net cash provided/(used) by investing activities	511,059				(69,176		)
Financing activities:
Dividends paid	(23,979		)		(20,125		)
Repayments of notes payable and long-term borrowings	(75,034		)		(70,097		)
Purchase of treasury stock	(75,000		)		—
Other	18,307				10,291
Net cash used by financing activities	(155,706		)		(79,931		)
Cash flow for period	394,311				(70,751		)
Cash and cash equivalents at beginning of year	500,274				557,766
Effect of exchange rate changes on cash	15,095				(11,621		)
Cash and cash equivalents at end of period	$	909,680			$	475,394
Free cash flow:
Net cash provided by operating activities	$	38,958			$	78,356
Less capital expenditures	23,477				56,649
Free cash flow	$	15,481			$	21,707

PALL CORPORATION
SUMMARY SEGMENT PROFIT BY SEGMENT FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
	FIRST QUARTER ENDED
	OCT. 31, 2012			OCT. 31, 2011
Life Sciences
Sales	$	299,951		$	301,754
Cost of sales	123,997			123,541
Gross profit	175,954			178,213
% of sales	58.7		%	59.1		%
Selling, general and administrative expenses	90,905			87,066
% of sales	30.3		%	28.9		%
Research and development	15,207			11,430
Segment profit	$	69,842		$	79,717
% of sales	23.3		%	26.4		%
Industrial
Sales	$	327,649		$	349,508
Cost of sales	176,520			192,369
Gross profit	151,129			157,139
% of sales	46.1		%	45		%
Selling, general and administrative expenses	90,995			105,413
% of sales	27.8		%	30.2		%
Research and development	7,368			8,091
Segment profit	$	52,766		$	43,635
% of sales	16.1		%	12.5		%
Consolidated:
Segment profit	$	122,608		$	123,352
Corporate services group	14,065			15,701
Operating profit	108,543			107,651
% of sales	17.3		%	16.5		%
ROTC	4,274			22,984
Interest expense, net	(568		)	5,945
Earnings from continuing operations before income taxes	$	104,837		$	78,722

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
							EXCHANGE			% CHANGE
							RATE			IN LOCAL
FIRST QUARTER ENDED	OCT. 31, 2012		OCT. 31, 2011		% CHANGE		IMPACT			CURRENCY
Life Sciences					|-------------- Increase/(Decrease) -------------|
By Market:
BioPharmaceuticals	$	202,577	$	196,012	3.3		$	(8,916	)	7.9
Food & Beverage	49,586		56,019		(11.5	)	(2,602		)	(6.8	)
Medical	47,788		49,723		(3.9	)	(1,871		)	(0.1	)
Total Life Sciences	$	299,951	$	301,754	(0.6	)	$	(13,389	)	3.8
By Region:
Americas	$	97,798	$	90,724	7.8		$	(736	)	8.6
Europe	143,665		153,878		(6.6	)	(11,459		)	0.8
Asia	58,488		57,152		2.3		(1,194		)	4.4
Total Life Sciences	$	299,951	$	301,754	(0.6	)	$	(13,389	)	3.8
Industrial
By Market:
Process Technologies	$	198,534	$	214,285	(7.4	)	$	(7,074	)	(4.0	)
Aerospace	58,435		56,633		3.2		(1,051		)	5.0
Microelectronics	70,680		78,590		(10.1	)	(1,361		)	(8.3	)
Total Industrial	$	327,649	$	349,508	(6.3	)	$	(9,486	)	(3.5	)
By Region:
Americas	$	104,673	$	109,065	(4.0	)	$	(737	)	(3.4	)
Europe	98,677		99,113		(0.4	)	(7,730		)	7.4
Asia	124,299		141,330		(12.1	)	(1,019		)	(11.3	)
Total Industrial	$	327,649	$	349,508	(6.3	)	$	(9,486	)	(3.5	)

Contact:

Pall Corporation
Brent Jones

Vice President – Finance

Telephone: 516-801-9848
Email: investor_relations@pall.com

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 © 2012 Pall Corporation © 2012 Pall Corporation Q1 FY 2013 Financial Results November 29, 2012 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 2013 are preliminary until the Company's Form 10-Q is filed with the Securities and Exchange Commission on or before December 10, 2012. 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 2012 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including: the impact of legislative, regulatory and political developments globally; the impact of the uncertain global economic environment; the extent to which adverse economic conditions may affect the Company’s sales volume and results; demand for the Company’s products and business relationships with key customers and suppliers, which may be impacted by their cash flow and payment practices; delays or cancellations in shipments; the Company’s ability to develop and commercialize new technologies or obtain regulatory approval or market acceptance of new technologies; the Company’s ability to enforce patents and protect proprietary products and manufacturing techniques; increase in costs of manufacturing and operating costs; the Company’s ability to achieve and sustain the savings anticipated from its structural cost improvement initiatives; volatility in foreign currency exchange rates, interest rates and energy costs and other macroeconomic challenges currently affecting the Company; the Company’s ability to meet its regulatory obligations; costs and outcome of pending or future claims or litigation; the Company’s ability to comply with environmental, health and safety laws and regulations; changes in product mix, market mix and product pricing, particularly relating to the expansion of the systems business; the effect of a serious disruption in the Company’s information systems; fluctuations in the Company’s effective tax rate; the Company’s ability to successfully complete or integrate any acquisitions; competition, including the impact of pricing and other actions by competitors; the effect of litigation and regulatory inquiries associated with the restatement of the Company’s prior period financial statements; the Company’s ability to attract and retain management talent or the loss of members of its senior management team; the effect of the restrictive covenants in the Company’s debt facilities; and the effect of product defects and recalls. 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 Replay Info  Toll-Free: 855.859.2056  International: 404.537.3406  Conference ID: 68728759  Internet: www.pall.com/investor

4 Agenda  Q1 Financial Performance  FY 2013 Outlook Update  Q&A All remarks in this presentation are on a “Continuing Operations” basis, which excludes the results of the Blood product line divestiture, unless indicated otherwise.

5 Q1 Overview  Continued performance in Life Sciences  Slower Industrial end-markets  Impact of cost savings initiatives and productivity improvements  Ramp up focused R&D spend Team responded well to Pall Industrial sluggish demand

6 Life Sciences Consumables $276 +4.0% Industrial Consumables $276 -3.4% Industrial Systems $52 -4.3% Life Sciences Systems $24 +2.1% 44% 44% 8% 4% First Quarter Sales by Segment Life Sciences: $300 (+3.8%) Industrial: 328 (-3.5%) Total Sales: $628 (-0.1%) Dollars in millions Percentages outside pie charts represent sales change excluding FX Percentages inside pie charts represent percent of total sales

7 Life Sciences Q1 FY 2013 Sales & Orders Sales Consumables  BioPharmaceuticals +7.0% − Strength in the biotech sector  Food and Beverage -3.1% − Up slightly excluding Italy divestiture − Sluggishness in beer and wine production levels  Medical -0.5% Systems  Increase in BioPharm largely offset by Food & Beverage reduced CapEx spend  Food & Beverage low margin systems rationalization Orders Consumables  Reflects strength in the biotech sector Systems  Reflects strength in the biotech sector  Food & Beverage reduced CapEx spend Dollars in millions, discussion of sales and orders changes exclude FX Sal Q1 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 276 -0.5% 4.0% Systems 24 -1.5% 2.1% Total Life Sci ces $ 300 -0.6% 3.8%Orders Q1 FY 2013 YoY Change YoY Change Excluding FX Consumable $ 289 2.6% 7.3% Systems 21 -20.9% -17.7% Total Life Sci nces $ 310 0.6% 5.1%

8 Industrial Q1 FY 2013 Sales & Orders Sales Consumables  Process Technologies -3.6% − Decreased sales to Machinery & Equipment OEMs − Increased sales in Energy Market  Aerospace +2.7% − Military sales were flat and Commercial +5.0%  Microelectronics -7.3% − Low utilization rate at chip makers − Weakness in customer end markets Systems  Weakness in Municipal Water as customers delay projects and reduce spend Orders Consumables  Weakness across most markets  Commercial Aerospace +32% Systems  Weakness in Energy and Municipal Water Dollars in millions, discussion of sales and orders changes exclude FX Sales Q1 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 276 -6.0% -3.4% Systems 52 -7.6% -4.3% Total Indus rial $ 328 -6.3% -3.5%Orders Q1 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 258 -13.3% -10.6% Systems 45 -27.4% -26.0% Total Industrial $ 303 -15.7% -13.3%

9 $0 $100 $200 $300 FY 12 FY 13 FY 12 FY 13 FY 12 FY 13$211 $187 -10.6% $259 $239 -0.7% $197 $187 -3.9% Q1 FY 2013 Sales & Orders by Region Dollars in millions Sales and orders changes exclude FX Americas Sales  Mature markets grew ~ +5% (+2% organic growth)  Latin America ~ -20% Orders  Orders in mature markets down  Latin America orders flat Europe Sales  Emerging markets ~ +11% Orders  Emerging markets ~ -15% Asia Sales  Microelectronics market weakness  Overall weakness in industrial sectors Orders  Consumables -2%  Systems -13% Asia Europe Americas Orders $0 $100 $200 $300 FY 12 FY 13 FY 12 FY 13 FY 12 FY 13$200 $203 +2.1% $253 $242 +3.4% $198 $183 -6.8% Sales

10 Revenue % Growth Excluding FX Q1 FY 2012 Q1 FY 2013 Financial Summary (a) See Reconciliation of Non-GAAP Financial Measures to their GAAP Counterparts in Appendix (b) From continuing operations Dollars in Millions, except EPS data Operating Profit Margin Increase in Basis Points Q1 FY 2012 Q1 FY 2013 Q1 FY2012 0.66$ EBIT 0.04 Translational FX (0.03) Tax Rate & Sharecount 0.01 Q1 FY2013 0.68$ Pro forma EPS Bridge (b) Pro forma EPS(a) % Growth Q1 FY 2012 Q1 FY 2013 +3.0% +80 bps -0.1%

11 0% 30% 60% Q1 Q1 0% 25% 50 Q1 Q1 12.5% Gross Margin Segment Margin Segment Performance Life Sciences Q1  GM impacted by FX headwinds. Favorable consumables mix partly offset.  SG&A ~ + 9% ex FX and +140 basis points as a % of sales 58.7% -40 bps 59.1% 23.3% -310 bps 26.4% Gross Margin Segment Margin Industrial Q1  Beneficial mix and systems margins drove improvement, partly offset by FX headwinds  SG&A ~ -11%, ex FX and -240 basis points as a % of sales – due to cost reduction programs FY 2012 FY 2013 Dollars in millions, 46.1% +110 bps 45.0% 16.1% +360 bps

12 Cash Flow and Working Capital Q1 FY13 Q1 FY12 Operating Cash Flow 39$ 78$ CapEx (23) (56) Free Cash Flow 16$ 22$ Other Significant Sources/(Uses) of Cash: Proceeds from sale of assets 536$ 20$ Acquisition of businesses - (28) Dividends (24) (20) Repayment under Financing Facilities (75) (70) Stock Buybacks (75) - Dollars in millions (a)Days in Cash Conversion Cycle = Days Sales Outstanding plus Days Inventory Outstanding less Days Payable Outstanding. Cash, net of debt, $291mm as of October 31, 2012 FY 2013 Sale of Blood Product Line

13 1.25 1.29 1.30 1.44 1.36 1.42 1.33 1.30 1.31 1.35 1.33 1.33 1.24 1.24 1.23 0.79 0.80 0.81 0.89 0.87 0.88 0.85 0.84 0.84 0.85 0.83 0.81 0.80 0.80 0.78 0.70 1.15 1.60 Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul € to USD FY13 € to USD FY12 € to GBP FY13 € to GBP FY12 FX Risk US D a n d G BP Eq u iv a le nt of Eur o Currency Pair Analysis  We continue to have significant transactional FX exposure, primarily due to our Euro- denominated sales − whose cost is largely denominated in GBP  Total Gross Profit impact of FX: Q1 2013: ~ (-$7mm)  We have taken steps to mitigate this risk by hedging ~ 50% of our 2013E Euro/GBP net cash flows FX impacts Pall on a transactional and translational basis

14 FY 2013 Business Outlook Americas Europe Asia BioPharm Medical MicroE Process Aerospace F&B Current Expectation(1)  Life Sciences continues to perform  Industrial end-market weakness generally  MicroE recovery delayed Better Neutral Worse (1) Compared to original expectation

15 Overall Revenue  Flat to low single-digit growth Pro Forma EPS  $2.95 – $3.15  Represents growth of 5% – 13%  Negative FX impact of 8% FY 2013 Business Outlook (cont’d) Segment Sales  Life Sciences: Mid to high single-digit growth  Industrial: Low to mid single-digit decline Cash Flow  CapEx: ~$100 – 125mm  Operating cash flow: ~$375 – 415mm  Free cash flow: ~$250 – 285mm GDP estimates are on a nominal basis Dollars in millions, except EPS, sales changes exclude FX Reasonable performance given Pall Industrial decline and FX impact

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 © 2012 Pall Corporation © 2012 Pall Corporation Appendix

17 Appendix: Q1 Earnings and FY 2013 Estimates from Continuing Operations Reconciliation of Non-GAAP Financial Measures Diluted EPS from continuing operations as reported 0.77$ 0.51$ 3.14$ Discrete Items: ROTC after pro forma tax effect 0.03 0.15 0.03 Tax Adjustments (0.09) - (0.09) Interest Adjustments after pro forma tax effect (0.03) - (0.03) Total discrete items (0.09) 0.15 (0.09) Pro forma diluted EPS 0.68$ 0.66$ 3.05$ FY 2013 (Estimates at Midpoint) Q1 FY13 Q1 FY12

18 Appendix: Q1 Life Sciences Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q1 FY13 Q1 FY13 Estimated Impact of FX Q1 FY13 Estimate Excluding FX Q1 FY12 % Change Excluding FX Consumables Sales: BioPharmaceuticals 187.2$ (8.4)$ 195.6$ 182.9$ 7.0% Food & Beverage 41.6 (2.2) 43.8 45.2 -3.1% Medical 47.6 (1.9) 49.5 49.7 -0.5% Consumables Total $ 276.4 (12.5)$ 288.9$ $ 277.8 4.0% Systems Sales: BioPharmaceuticals $ 15.3 (0.5)$ 15.8$ 13.1$ 21.0% F od & Beverage 8.1 (0.4) 8.5 10.9 -22.5% Medical 0.2 - 0.2 - - Systems Total $ 23.6 (0.9)$ 24.5$ $ 24.0 2.1% Total Life Sciences 300.0$ (13.4)$ 313.4$ 301.8$ 3.8% Dollars in millions

19 Appendix: Q1 Industrial Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q1 FY13 Q1 FY13 Estimated Impact of FX Q1 FY13 Estimate Excluding FX Q1 FY12 % Change Excluding FX Consumables Sales: Process Technologies 150.0$ (5.3)$ 155.3$ 161.0$ -3.6% Aerospace 55.9 (1.0) 56.9 55.5 2.7% Microelectronics 70.2 (1.4) 71.6 77.2 -7.3% Consumables Total 276.1$ $ (7.7) 283.8$ $ 293.7 -3.4% Systems Sales: Process Technologies $ 48.5 (1.8)$ 50.3$ 53.2$ -5.5% Aerospace 2.5 - 2.5 1.2 116.9% Microelectronics 0.5 - 0.5 1.4 -62.6% Systems Total 51.5$ $ (1.8) 53.3$ $ 55.8 -4.3% Total Industrial 327.6$ (9.5)$ 337.1$ 349.5$ -3.5% Dollars in millions

20 Appendix: Q1 Sales by Segment and Region Reconciliation of Non-GAAP Financial Measures Q1 FY13 Q1 FY13 Estimated Impact of FX Q1 FY13 Estimate Excluding FX Q1 FY12 % Change Excluding FX Life Sciences Sales: Americas 97.8$ (0.7)$ 98.5$ 90.7$ 8.6% Europe 143.7 (11.5) 155.2 153.9 0.8% Asia 58.5 (1.2) 59.7 57.2 4.4% Life Sciences Total $ 300.0 (13.4)$ 313.4$ $ 301.8 3.8% Industrial Sales: Americas 104.6$ (0.8)$ 105.4$ 109.1$ -3.4% Europe 98.7 (7.7) 106.4 99.1 7.4% Asia 124.3 (1.0) 125.3 141.3 -11.3% Industrial Total $ 327.6 (9.5)$ 337.1$ $ 349.5 -3.5% Total Pall 627.6$ (22.9)$ 650.5$ 651.3$ -0.1% Dollars in millions

21 Appendix: Q1 Orders by Technology Reconciliation of Non-GAAP Financial Measures Dollars in millions Q1 FY13 Q1 FY13 Estimated Impact of FX Q1 FY13 Estimate Excluding FX Q1 FY12 % Change Excluding FX Life Sciences Orders: Consumables 288.8$ (13.2)$ 302.0$ 281.4$ 7.3% Systems 21.4 (0.9) 22.3 27.0 -17.7% Life Sciences Total 310.2$ (14.1)$ 324.3$ 308.4$ 5.1% Industrial Orders: C nsumables 257.5$ (8.0)$ 265.5$ 297.2$ -10.6% Systems 44.9 (0.8) 45.7 61.8 -26.0% Industrial Total 302.4$ (8.8)$ 311.2$ 359.0$ -13.3% Total Pall 612.6$ (22.9)$ 635.5$ 667.4$ -4.8%

22 Appendix: Q1 Operating Profit Reconciliation of Non-GAAP Financial Measures Operating Profit Q1 FY13 Q1 FY12 Life Sciences segment profit 69.8$ 79.7$ Industrial segment profit 52.8 43.6 Total segment profit 122.6$ 123.3$ General corporate expenses (14.1) (15.7) Ope ating profit 108.5$ 107.6$ % of Sales 17.3% 16.5% ROTC (4.3) (23.0) Interest (expense)/income, net 0.6 (5.9) Earnings before income taxes 104.8$ 78.7$ Dollars in millions

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 © 2012 Pall Corporation © 2012 Pall Corporation www.pall.com/green