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): May 30, 2013

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 May 30, 2013, Pall Corporation (the “Registrant”) released its results of operations for its third quarter ended April 30, 2013. A copy of the press release issued by the Registrant, dated May 30, 2013, as well as a copy of the slides presented on a conference call held by the Registrant to review the results of operations on May 31, 2013, 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 May 30, 2013 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on May 31, 2013 (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
June 4, 2013	/s/	FRANCIS MOSCHELLA
		Francis Moschella
		Vice President – Corporate Controller Chief Accounting Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated May 30, 2013 (furnished pursuant to Item 2.02).
99.2	Slides presented during conference call held on May 31, 2013 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pall Corporation Reports Third Quarter Results

PORT WASHINGTON, N.Y., May 30, 2013 -- Pall Corporation (NYSE:PLL) today reported financial results for the third quarter of fiscal year 2013 which ended on April 30, 2013.

Third Quarter and Nine Months Continuing Operations Sales and Earnings Overview ⁽¹⁾ 

Third quarter sales were $641.2 million compared to $658.0 million last year, a decrease of 3%. Sales in local currency (“LC”) were flat year over year. Diluted EPS were $0.65 in the quarter, compared to $0.60 last year. Pro forma diluted EPS⁽²⁾ were $0.74, a 21% increase compared to $0.61 a year earlier, including a negative impact of approximately $0.03 from foreign currency translation.

For the nine months, sales decreased 1% year over year. Sales in LC increased 1%. Diluted EPS were $2.13 in the nine months, compared to $1.74 for the same period last year. Pro forma EPS⁽²⁾ were $2.15, an 11% increase compared to $1.94 a year earlier, including a negative impact of approximately $0.07 from foreign currency translation.

Larry Kingsley, Pall President and CEO, said, “The best way to summarize our performance for the quarter and nine months is that, in the face of continued economic challenges, we are delivering pretty solid returns. This is largely due to improved operational execution and the effect of our structural cost actions.”

Life Sciences – Third Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	APR. 30, 2013		APR. 30, 2012		% CHANGE		% CHANGE IN LC
BioPharmaceuticals	$	219	$	202	9		11
Food & Beverage	53		66		(21	)	(19	)
Medical	54		50		8		10
Total Life Sciences segment	$	326	$	318	3		5
Gross profit	$	188	$	180
% of sales	57.5		56.7
Segment profit	$	81	$	75
% of sales	24.9		23.7

BioPharmaceuticals: Consumables sales grew 15% compared to last year, with growth in all regions and 5% sequentially on continued strength in the biotech sector. The year-over-year sales comparison reflects weakness in the third quarter of fiscal year 2012, due to the effect of our global ERP go-live. Systems sales were down 33% in the quarter, primarily due to large projects in the third quarter of last year.

Food and Beverage: Overall sales were down due to weak capital spending and timing of projects in the Americas and Asia. Consumables sales were up 2% due to geographic expansion.

Medical: Consumables sales increased 10% over last year, with growth in all regions, and were up 2% sequentially. This reflects strong sales year over year in the Hospital Critical Care market and blood media.

Industrial – Third Quarter Highlights

(Dollar Amounts in Millions and Discussion of Sales Changes are in Local Currency)
Sales:	APR. 30, 2013		APR. 30, 2012		% CHANGE		% CHANGE IN LC
Process Technologies	$	187	$	214	(13	)	(11	)
Aerospace	63		51		25		26
Microelectronics	65		75		(14	)	(10	)
Total Industrial segment	$	315	$	340	(7	)	(5	)
Gross profit	$	146	$	154
% of sales	46.5		45.4
Segment profit	$	46	$	39
% of sales	14.6		11.6

Process Technologies: Consumables sales were down almost 6%, reflecting softness across most end-markets, particularly in Europe and Asia. Systems sales were down 24% on weakness in capital spend and timing of projects.

Aerospace: Aerospace results were driven by particularly strong Commercial performance, with sales up about 40%. Military Aerospace sales were up 14% year over year. The year-over-year sales comparison also reflects the effect of our global ERP go-live last year.

Microelectronics: Sales were down 10% largely due to the continuing weakness in display and data storage end-markets.

Conclusion/Outlook Kingsley concluded, “While the company is executing well, we’re mindful of the slower global environment that many of our customers are experiencing and now expect full year sales to be flat year over year, excluding impact from foreign currency translation. Full-year pro forma EPS is now expected to be in the range of $2.95 to $3.05⁽²⁾, and within our previously discussed range, but narrowed to the bottom half. If consumables sales are more robust than currently anticipated for the remainder of the fiscal year, we should convert to earnings quite well.”

Conference Call On Friday, May 31, 2013, 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. 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 StatementsThe matters discussed in this presentation contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Results for the third 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 June 10, 2013. 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 the Company’s 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.

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. 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).

(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 held for sale related to the Blood product line.

(4) Cash flows are inclusive of discontinued operations.

# # #

Contact:

Pall CorporationR. Brent Jones

Vice President of Finance & Treasurer

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

PALL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
	APR. 30, 2013		JUL. 31, 2012
Assets:
Cash and cash equivalents	$	903,967	$	500,274
Accounts receivable	554,125		655,436
Inventories	406,123		364,766
Other current assets	187,515		195,464
Assets held for sale	—		136,517		(3)
Total current assets	2,051,730		1,852,457
Property, plant and equipment	757,339		750,993
Other assets	638,172		744,442
Total assets	$	3,447,241	$	3,347,892
Liabilities and Stockholders' Equity:
Short-term debt	$	215,387	$	205,393
Accounts payable, income taxes and other current liabilities	552,896		646,735
Total current liabilities	768,283		852,128
Long-term debt, net of current portion	467,616		490,706
Deferred taxes and other non-current liabilities	476,358		495,023
Total liabilities	1,712,257		1,837,857
Stockholders' equity	1,734,984		1,510,035
Total liabilities and stockholders' equity	$	3,447,241	$	3,347,892

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	THIRD QUARTER ENDED						NINE MONTHS ENDED
	APR. 30, 2013			APR. 30, 2012			APR. 30, 2013			APR. 30, 2012
Net sales	$	641,190		$	657,976		$	1,931,245		$	1,949,285
Cost of sales	307,111			323,550			928,120			941,342
Gross profit	334,079			334,426			1,003,125			1,007,943
% of sales	52.1		%	50.8		%	51.9		%	51.7		%
Selling, general and administrative expenses	199,595			215,226			601,569			632,982
% of sales	31.1		%	32.7		%	31.1		%	32.5		%
Research and development	22,608			20,780			68,582			60,351
Operating profit	111,876			98,420			332,974			314,610
% of sales	17.4		%	15		%	17.2		%	16.1		%
Restructuring and other charges ("ROTC") (a)	12,824			2,861			21,497			31,001
Interest expense, net (c)	5,298			6,351			10,747			17,682
Earnings from continuing operations before income taxes	93,754			89,208			300,730			265,927
Provision for income taxes (b)	19,483			18,270			56,975			60,691
Net earnings from continuing operations	$	74,271		$	70,938		$	243,755		$	205,236
Earnings/(loss) from discontinued operations, net of income taxes	(1,206		)	7,980			245,552			27,866
Net Earnings	$	73,065		$	78,918		$	489,307		$	233,102
Average shares outstanding:
Basic	111,964			116,567			112,979			116,190
Diluted	113,311			118,358			114,415			117,817
Earnings/(loss) per share:
From continuing operations:
Basic	$	0.66		$	0.61		$	2.16		$	1.77
Diluted	$	0.65		$	0.60		$	2.13		$	1.74
From discontinued operations:
Basic	$	(0.01	)	$	0.07		$	2.17		$	0.24
Diluted	$	(0.01	)	$	0.07		$	2.15		$	0.24
Total
Basic	$	0.65		$	0.68		$	4.33		$	2.01
Diluted	$	0.64		$	0.67		$	4.28		$	1.98
Pro forma diluted earnings per share:
From continuing operations	$	0.74		$	0.61		$	2.15		$	1.94

PALL CORPORATION
RECONCILIATION OF PRO FORMA EARNINGS
(Unaudited)
(Amounts in Thousands, Except Per Share Data)
	THIRD QUARTER ENDED				NINE MONTHS ENDED
	APR. 30, 2013		APR. 30, 2012		APR. 30, 2013			APR. 30, 2012
Pro forma earnings reconciliation from Continuing Operations
Net earnings from continuing operations as reported	$	74,271	$	70,938	$	243,755		$	205,236
Discrete items:
ROTC, after pro forma tax effect (a)	9,283		1,772		16,245			23,493
Tax adjustments (b)	—		—		(10,193		)	—
Interest adjustments, after pro forma     tax effect (c)	—		—		(4,268		)	—
Total discrete items	9,283		1,772		1,784			23,493
Pro forma earnings from continuing operations	$	83,554	$	72,710	245,539			228,729
										FISCAL YEAR 2013 (ESTIMATE AT MIDPOINT)
	THIRD QUARTER ENDED				NINE MONTHS ENDED
	APR. 30, 2013		APR. 30, 2012		APR. 30, 2013			APR. 30, 2012
Diluted earnings per share from continuing operations as reported	$	0.65	$	0.60	$	2.13		$	1.74	$	2.98
Discrete items:
ROTC, after pro forma tax effect (a)	0.09		0.01		0.15			0.20		0.15
Tax adjustments (b)	—		—		(0.09		)	—		(0.09		)
Interest adjustments, after pro forma     tax effect (c)	—		—		(0.04		)	—		(0.04		)
Total discrete items	0.09		0.01		0.02			0.20		0.02
Pro forma diluted earnings per share from continuing operations	$	0.74	$	0.61	$	2.15		$	1.94	$	3.00

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 and nine months ended April 30, 2013 of $12,824 ($9,283 after pro forma tax effect of $3,541) and $21,497 ($16,245 after pro forma tax effect of $5,252), respectively primarily includes severance costs related to the Company's structural cost improvement initiatives, certain employment contract obligations and an adjustment to environmental reserves.

ROTC in the quarter and nine months ended April 30, 2012 of $2,861 ($1,772 after pro forma tax effect of $1,089) and $31,001 ($23,493 after pro forma tax effect of $7,508), respectively, includes expenses related to the Company's cost reduction initiatives, primarily in the Industrial segment and certain employment contract obligations. ROTC in the nine months was partly offset by a gain on the sale of assets.

(b) Provision for income taxes in the nine months ended April 30, 2013 includes a net benefit of $10,193 related to the resolution of a U.S. tax audit partially offset by the tax cost of repatriation of foreign earnings.

(c) Interest expense, net, in the nine months ended April 30, 2013 includes the reversal of accrued interest of $6,704 ($4,268 after pro forma tax effect of $2,436) related to the resolution of a U.S. tax audit as described in (b) above.

PALL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
	NINE MONTHS ENDED
	APR. 30, 2013			(4)	APR. 30, 2012			(4)
Net cash provided by operating activities	$	206,890			$	326,417
Investing activities:
Acquisitions of businesses	—				(167,638		)
Capital expenditures	(66,387		)		(126,923		)
Proceeds from sale of assets	537,284				25,604
Other	(676		)		(10,049		)
Net cash provided/(used) by investing activities	470,221				(279,006		)
Financing activities:
Dividends paid	(80,197		)		(64,554		)
Borrowings/(repayments) of notes payable and long-term borrowings	9,682				(15,290		)
Purchase of treasury stock	(250,000		)		—
Other	39,785				39,022
Net cash used by financing activities	(280,730		)		(40,822		)
Cash flow for period	396,381				6,589
Cash and cash equivalents at beginning of year	500,274				557,766
Effect of exchange rate changes on cash	7,312				(28,464		)
Cash and cash equivalents at end of period	$	903,967			$	535,891
Free cash flow:
Net cash provided by operating activities	$	206,890			$	326,417
Less capital expenditures	66,387				126,923
Free cash flow	$	140,503			$	199,494

PALL CORPORATION
SUMMARY SEGMENT PROFIT BY SEGMENT FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
	THIRD QUARTER ENDED						NINE MONTHS ENDED
	APR. 30, 2013			APR. 30, 2012			APR. 30, 2013			APR. 30, 2012
Life Sciences
Sales	$	326,097		$	317,969		$	955,230		$	918,954
Cost of sales	138,473			137,782			399,516			382,871
Gross profit	187,624			180,187			555,714			536,083
% of sales	57.5		%	56.7		%	58.2		%	58.3		%
Selling, general and administrative expenses	91,897			91,289			277,216			265,696
% of sales	28.2		%	28.7		%	29		%	28.9		%
Research and development	14,532			13,512			44,984			37,196
Segment profit	$	81,195		$	75,386		$	233,514		$	233,191
% of sales	24.9		%	23.7		%	24.4		%	25.4		%
Industrial
Sales	$	315,093		$	340,007		$	976,015		$	1,030,331
Cost of sales	168,638			185,768			528,604			558,471
Gross profit	146,455			154,239			447,411			471,860
% of sales	46.5		%	45.4		%	45.8		%	45.8		%
Selling, general and administrative expenses	92,526			107,540			277,090			317,510
% of sales	29.4		%	31.6		%	28.4		%	30.8		%
Research and development	8,076			7,268			23,598			23,155
Segment profit	$	45,853		$	39,431		$	146,723		$	131,195
% of sales	14.6		%	11.6		%	15		%	12.7		%
Consolidated:
Segment profit	$	127,048		$	114,817		$	380,237		$	364,386
Corporate services group	15,172			16,397			47,263			49,776
Operating profit	111,876			98,420			332,974			314,610
% of sales	17.4		%	15		%	17.2		%	16.1		%
ROTC	12,824			2,861			21,497			31,001
Interest expense, net	5,298			6,351			10,747			17,682
Earnings from continuing operations before income taxes	$	93,754		$	89,208		$	300,730		$	265,927

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
							EXCHANGE			% CHANGE
THIRD QUARTER ENDED							RATE			IN LOCAL
	APR. 30, 2013		APR. 30, 2012		% CHANGE		IMPACT			CURRENCY
Life Sciences					|-------------- Increase/(Decrease) -------------|
By Market:
BioPharmaceuticals	$	219,558	$	201,670	8.9		$	(4,521	)	11.1
Food & Beverage	52,831		66,568		(20.6	)	(1,250		)	(18.8	)
Medical	53,708		49,731		8.0		(1,009		)	10.0
Total Life Sciences	$	326,097	$	317,969	2.6		$	(6,780	)	4.7
By Region:
Americas	$	101,994	$	95,505	6.8		$	(798	)	7.6
Europe	162,284		154,527		5.0		(2,249		)	6.5
Asia	61,819		67,937		(9	)	(3,733		)	(3.5	)
Total Life Sciences	$	326,097	$	317,969	2.6		$	(6,780	)	4.7
Industrial
By Market:
Process Technologies	$	187,013	$	213,804	(12.5	)	$	(3,539	)	(10.9	)
Aerospace	63,192		50,706		24.6		(737		)	26.1
Microelectronics	64,888		75,497		(14.1	)	(3,003		)	(10.1	)
Total Industrial	$	315,093	$	340,007	(7.3	)	$	(7,279	)	(5.2	)
By Region:
Americas	$	107,390	$	100,210	7.2		$	(1,093	)	8.3
Europe	96,764		103,637		(6.6	)	(1,700		)	(5	)
Asia	110,939		136,160		(18.5	)	(4,486		)	(15.2	)
Total Industrial	$	315,093	$	340,007	(7.3	)	$	(7,279	)	(5.2	)

PALL CORPORATION
SUPPLEMENTAL SEGMENT SALES INFORMATION BY MARKET AND REGION
FROM CONTINUING OPERATIONS
(Unaudited)
(Dollar Amounts in Thousands)
							EXCHANGE			% CHANGE
							RATE			IN LOCAL
NINE MONTHS ENDED	APR. 30, 2013		APR. 30, 2012		% CHANGE		IMPACT			CURRENCY
Life Sciences					|-------------- Increase/(Decrease) -------------|
By Market:
BioPharmaceuticals	$	640,910	$	599,329	6.9		$	(14,371	)	9.3
Food & Beverage	159,365		175,953		(9.4	)	(4,347		)	(7	)
Medical	154,955		143,672		7.9		(3,091		)	10.0
Total Life Sciences	$	955,230	$	918,954	3.9		$	(21,809	)	6.3
By Region:
Americas	$	303,810	$	270,243	12.4		$	(2,323	)	13.3
Europe	465,309		460,432		1.1		(13,105		)	3.9
Asia	186,111		188,279		(1.2	)	(6,381		)	2.2
Total Life Sciences	$	955,230	$	918,954	3.9		$	(21,809	)	6.3
Industrial
By Market:
Process Technologies	$	585,982	$	639,743	(8.4	)	$	(11,136	)	(6.7	)
Aerospace	185,914		162,298		14.6		(1,543		)	15.5
Microelectronics	204,119		228,290		(10.6	)	(5,171		)	(8.3	)
Total Industrial	$	976,015	$ 1,030,331		(5.3	)	$	(17,850	)	(3.5	)
By Region:
Americas	$	317,699	$	314,001	1.2		$	(2,562	)	2.0
Europe	300,943		309,124		(2.6	)	(8,502		)	0.1
Asia	357,373		407,206		(12.2	)	(6,786		)	(10.6	)
Total Industrial	$	976,015	$ 1,030,331		(5.3	)	$	(17,850	)	(3.5	)

EX-99.2

Better Lives. Better Planet.SM © 2013 Pall Corporation Q3 FY 2013 Financial Results May 31, 2013 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 third 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 June 10, 2013. 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 the Company’s 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: 72099997  Internet: www.pall.com/investor

4 Q3 Overview  Continued caution on the macro environment – Asia in particular  Q3 year-over-year comparisons easier  Operational momentum strong – Customer service levels in good shape – Operating model enabling integration – Cost saving initiatives improving bottom-line – Solid productivity given soft sales All remarks in this presentation are on a “Continuing Operations” basis, which excludes the results of the Blood product line divestiture, unless indicated otherwise. A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix. Operating Momentum Building

5 $658 $641 $- $200 $400 $600 $800 Revenue % Growth Excluding FX FY 2012 FY 2013 Q3 Financial Summary Dollars in millions, except EPS data A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix. 15.0% 17.4% 10.0% 15.0% 20.0% Operating Profit Margin FY 2012 FY 2013 Q3 FY2012 0.61$ EBIT 0.13 Sharecount & Other 0.03 Translational FX (0.03) Q3 FY2013 0.74$ Pro forma EPS Bridge $0.61 $0.74 $0.30 $0.60 $0.90 Pro forma EPS % Growth FY 2012 FY 2013 +21% -0.4% +240 bps

6 $0 $100 $200 $300 Sales Orders Sales Orders Sales Orders $209 +8% $213 +4% $259 +2% $173 -11% Americas Europe Asia $258 +18% $176 -8% Q3 Regional Sales & Orders Dollars in millions Sales and orders changes exclude FX A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix.

7 Life Sciences Consumables $305 +12% Industrial Consumables $266 -1% Industrial Systems $49 -24% Life Sciences Systems $21 -47% 41% 48% 8% 3% Q3 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: $326 (+5%) Industrial: 315 (-5%) Total Sales: $641 (-0.4%)

8 Q3 Life Sciences Segment Performance Dollars in millions A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Sales Q3 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 305 10% 12% Systems 21 -48% -47% Total Life Sciences $ 326 3% 5% Orders Q3 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 299 3% 6% Systems 36 85% 92% Total Life Sciences $ 335 9% 11% 0% 30% 60% 57.5% +80 bps 56.7% 0% 30% 60% 24.9% +120 bps 23.7% FY 2012 FY 2013 Gross Margin Segment Margin  BioPharmaceuticals consumables: +15%  Medical consumables: +10%  Food & Beverage consumables: +2%

9 Q3 Industrial Segment Performance Dollars in millions A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Sales Q3 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 266 -3% -1% Systems 49 -25% -24% Total Industrial $ 315 -7% -5% Orders Q3 FY 2013 YoY Change YoY Change Excluding FX Consumables $ 258 -7% -4% Systems 54 18% 20% Total Industrial $ 312 -3% -1% Gross Margin Segment Margin  Process Technologies consumables: -6%  Aerospace consumables: +27%  Microelectronics consumables: -10% 0% 30% 60% 46.5% +110 bps 45.4% 0% 30% 60% 14.6% +300 bps 11.6% FY 2012 FY 2013

10 Q3 Cash Flow and Working Capital YTD FY13 YTD FY12 Operating Cash Flow 207$ 326$ CapEx (66) (127) Free Cash Flow 141$ 199$ Other Significant Sources/(Uses) of Cash: Pr ceeds from sale of assets 537$ 26$ Acquisition of businesses - (168) Dividends (80) (65) Borrowing/Repayment under Financing Facilities 10 (15) Stock Buybacks (250) - Dollars in millions A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix Cash, net of debt, $221mm as of April 30, 2013 FY 2013 Sale of Blood Product Line Reduced by one-time tax-related payments

11 Outlook FY 2013  Sales flat, excluding FX – Life Sciences up mid-single digits – Industrial down mid-single digits  22.5% Tax rate  $0.18 - $0.20 of FX headwind*  Pro forma EPS: $2.95 - $3.05 A reconciliation of Non-GAAP Financial Measures in this presentation to their GAAP Counterparts is provided in the Appendix * Translational and transactional

Better Lives. Better Planet.SM © 2013 Pall Corporation Appendix

13 Appendix: Q3 Earnings and FY 2013 Estimates from Continuing Operations Reconciliation of Non-GAAP Financial Measures Diluted EPS from continuing operations as reported 0.65$ 0.60$ 2.98$ Discrete Items: ROTC after pro forma tax effect 0.09 0.01 0.15 Tax Adjustments - - (0.09) Interest Adjustments after pro forma tax effect - - (0.04) Total discrete items 0.09 0.01 0.02 Pro forma diluted EPS 0.74$ 0.61$ 3.00$ FY 2013 (Estimates at Midpoint) Q3 FY13 Q3 FY12

14 Appendix: Q3 Life Sciences Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q3 FY13 Q3 FY13 Estimated Impact of FX Q3 FY13 Estimate Excluding FX Q3FY12 % Change Excluding FX Consumables Sales: BioPharmaceuticals 208,217$ (4,426)$ 212,643$ 184,702$ 15.1% Food & Beverage 43,437 (1,151) 44,588 43,863 1.7% Medical 53,706 (1,009) 54,715 49,731 10.0% Consumables Total 305,360$ (6,586)$ 311,946$ 278,296$ 12.1% Systems Sales: BioPharmaceuticals $ 11,341 (95)$ 11,436$ 16,968$ -32.6% F od & Beverage 9,394 (99) 9,493 22,705 -58.2% Medical 2 - 2 - - Systems Total 20,737$ (194)$ 20,931$ 39,673$ -47.2% Total Life Sciences 326,097$ (6,780)$ 332,877$ 317,969$ 4.7% Dollars in thousands

15 Appendix: Q3 Industrial Sales By Market & Technology Reconciliation of Non-GAAP Financial Measures Q3 FY13 Q3 FY13 Estimated Impact of FX Q3 FY13 Estimate Excluding FX Q3 FY12 % Change Excluding FX Consumables Sales: Process Technologies 139,712$ (3,042)$ 142,754$ 151,137$ -5.5% Aerospace 61,465 (692) 62,157 48,808 27.4% Microelectronics 64,492 (3,001) 67,493 74,581 -9.5% Consumables Total 265,669$ $ (6,735) 272,404$ $ 274,526 -0.8% Systems Sales: Process Technologies 47,301$ (497)$ 47,798$ 62,667$ -23.7% A rospace 1,727 (45) 1,772 1,898 -6.6% Microelectronics 396 (2) 398 916 -56.6% Systems Total 49,424$ (544)$ 49,968$ $ 65,481 -23.7% Total Industrial 315,093$ (7,279)$ 322,372$ 340,007$ -5.2%3 5 Dollars in thousands

16 Appendix: Q3 Sales by Segment and Region Reconciliation of Non-GAAP Financial Measures Q3 FY13 Q3 FY13 Estimated Impact of FX Q3 FY13 Estimate Excluding FX Q3 FY12 % Change Excluding FX Life Sciences Sales: Americas 101,994$ (798)$ 102,792$ 95,505$ 7.6% Europe 162,284 (2,249) 164,533 154,527 6.5% Asia 61,819 (3,733) 65,552 67,937 -3.5% Life Sciences Total 326,097$ (6,780)$ 332,877$ 317,969$ 4.7% Industrial Sales: Americas 107,390$ (1,093)$ 108,483$ 100,210$ 8.3% Europe 96,764 (1,700) 98,464 103,637 -5.0% Asia 110,939 (4,486) 115,425 136,160 -15.2% Industrial Total 315,093$ (7,279)$ 322,372$ 340,007$ -5.2% Americas 209,384$ (1,891)$ 211,275$ 195,715$ 8.0% Europe 259,048 (3,949) 262,997 258,164 1.9% Asia 172,758 (8,219) 180,977 204,097 -11.3% Total Pall 641,190$ (14,059)$ 655,249$ 657,976$ -0.4% Dollars in thousands

17 Appendix: Q3 Orders by Technology Reconciliation of Non-GAAP Financial Measures Dollars in thousands Q3 FY13 Q3 FY13 Estimated Impact of FX Q3 FY13 Estimate Excluding FX Q3 FY12 % Change Excluding FX Life Sciences Orders: Consumables 299,278$ (6,419)$ 305,697$ 289,561$ 5.6% Systems 35,897 (1,347) 37,244 19,399 92.0% Life Sciences Total 335,175$ (7,766)$ 342,941$ 308,960$ 11.0% Industrial Orders: C nsumables 257,841$ (7,294)$ 265,135$ 276,323$ -4.0% Systems 54,038 (843) 54,881 45,690 20.1% Industrial Total 311,879$ (8,137)$ 320,016$ 322,013$ -0.6% Total Pall 647,054$ (15,903)$ 662,957$ 630,973$ 5.1%

18 Appendix: Q3 Operating Profit Reconciliation of Non-GAAP Financial Measures Operating Profit Q3 FY13 Q3 FY12 Life Sciences segment profit 81,195$ 75,386$ Industrial segment profit 45,853 39,431 Total segment profit 127,048$ 114,817$ General corporate expenses (15,172) (16,397) Operating profit 111,876$ 98,420$ % of Sales 17.4% 15.0% ROTC 12,824 2,861 Interest expense, net 5,298 6,351 Earnings before income taxes 93,754$ 89,208$ Dollars in thousands

Better Lives. Better Planet.SM © 2013 Pall Corporation www.pall.com/green