Pall 8-K Pall Corporation Reports Third Quarter Results

EXHIBIT 99

Pall Corporation Reports Third Quarter Results

East Hills, NY (June 8, 2009) — Pall Corporation (NYSE:PLL) today reported sales and earnings for the third quarter and nine months ended April 30, 2009.

Overview

Sales for the nine months were approximately $1.7 billion, a decrease of 3.3% in local currency (LC), and 9.3% including the impact of foreign currency translation, from a year earlier. Net earnings were $126.1 million, compared to $147.4 million in the period last year. Diluted earnings per share (EPS) were $1.05, compared to $1.19 a year earlier. Pro forma EPS, excluding restructuring and other charges, were $1.20 versus last year’s $1.36. The estimated impact of foreign currency translation reduced EPS by $0.10.

Third quarter sales were $555.9 million compared to $661.7 million in the third quarter of fiscal 2008, a decrease of 6.1% in LC and 16% including the impact of foreign currency translation. Net earnings were $44.2 million compared to $63.3 million in the third quarter of fiscal 2008. Diluted EPS were $0.37, down from $0.51 a year earlier. Pro forma EPS, excluding restructuring and other charges, were $0.42 versus last year’s $0.54. The estimated impact of foreign currency translation reduced EPS by $0.07.

Eric Krasnoff, Chairman and CEO, stated, “Pall’s continuing cost reduction and productivity improvement efforts helped cushion the impact of global recessionary forces. The sales deceleration has not worsened with the Q3 decline at 6% compared to 7% in Q2. Life Sciences returned to positive growth with a 4% increase in sales in the quarter.

The Aerospace and Municipal Water markets were positives in an otherwise distressed Industrial landscape. We continued to execute on plans to align operating costs to this business climate.”

Life Sciences — Third Quarter Highlights
(Dollar Amounts in Thousands)

Sales:	APR. 30, 2009		% CHANGE			% CHANGE IN LC
Medical (a)	$	98,051		(4.1	)		5.2
BioPharmaceuticals (a)		138,269		(8.3	)		3.2
Total Life Sciences segment	$	236,320		(6.6	)		4.1
			% OF SALES
Gross profit	$	124,658		52.7
Operating profit	$	52,459		22.2

(a) Amounts reflect inclusion of the Laboratory market within the BioPharmaceuticals market effective August 1, 2008.

All sales figures below are in LC

Medical sales increased 5.2% in the quarter driven by growth in the Blood Filtration and Hospital markets. The growth in the Blood Filtration market reflects increased sales to independent blood centers in the U.S., accompanied by growth in Europe and Asia.

Our well-positioned Hospital market benefited from customer and regulatory focus on reducing hospital-acquired infections. In particular, the Pall-Aquasafe^TM point-of-use hospital water product line performed well.

Sales in BioPharmaceuticals increased 3.2% driven by growth in consumables and systems sales to Pharmaceutical customers. Weak Laboratory results reduced overall BioPharmaceuticals growth by 2.7%. Asia had particularly strong pharmaceutical growth of almost 30%. Continued adoption of the Company’s expanding single-use technologies for biotechnology contributed in all geographies.

Life Sciences gross margin declined 20 basis points due to market mix. Pricing improved as did SG&A as a percentage of sales which decreased to 26.4%. This resulted in an overall improvement in operating margin.

Industrial — Third Quarter Highlights

(Dollar Amounts in Thousands)

Sales:	APR. 30, 2009		% CHANGE			% CHANGE IN LC
Energy, Water & Process Technologies	$	207,382		(17.8	)		(7.1	)
Aerospace & Transportation		73,842		(6.7	)		3.2
Microelectronics		38,339		(50.4	)		(45.7	)
Total Industrial segment	$	319,563		(21.8	)		(12.4	)
			% OF SALES
Gross profit	$	139,572		43.7
Operating profit	$	40,569		12.7

All sales figures below are in LC

Energy, Water & Process Technologies (“EWPT”) sales decreased 7.1% primarily reflecting global weakness in Industrial Manufacturing as well as in the Food & Beverage market in Europe. Sales in energy-related markets were down slightly. The Municipal Water market continued its strong growth, increasing by 26.3%.

In Aerospace & Transportation, Military Aerospace sales continued to grow, increasing 10.9%, while Commercial Aerospace grew 24.6%. Sales in the Transportation market were down reflecting the severe contraction in global mobile equipment production and operations. Microelectronics sales decreased 45.7% reflecting continued weakness in the semiconductor and consumer electronics markets.

Industrial gross margin was negatively impacted by a change in market and product mix and volume reduction that more than offset price improvements and the benefits of lean manufacturing and cost reduction initiatives. SG&A decreased 10% (in LC) as a result of headcount reductions and other cost reduction programs. Operating profit was $40.6 million, while operating profit margin was 12.7%.

Conclusion/Outlook

Mr. Krasnoff concluded, “Strong cost control measures, well-established business improvement initiatives and our pricing excellence program have helped to attenuate the impact of a prolonged recession.

Some Industrial markets, particularly Microelectronics and Industrial manufacturing, remain a challenge to forecast. We continue to take out costs even as we position the company for an economic rebound. Life Sciences remains healthy overall. In particular, we welcome the return of positive growth in the Blood Filtration market.

Pall maintains a sound balance sheet and solid liquidity. At the end of the quarter, we had $320 million in cash. We also have reduced debt during this fiscal year. Cash flow from operations was $93 million in the quarter, a strong showing in this economic environment. We continue to manage to current conditions while remaining sharply focused on our long-term vision and strategy.”

Conference Call and Webcast

On Tuesday, June 9, 2009, 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 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. All statements regarding 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. Forward-looking statements contained in this and other written and oral reports are based on current Company expectations and are subject to risks and uncertainties, which could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” in the 2008 Form 10-K, and other reports the Company files with the Securities and Exchange Commission, including the impact of the current global recessionary environment and its likely depth and duration, the current credit market crisis, volatility in currency exchange rates and energy costs and other macro economic challenges currently affecting the Company, our customers (including their cash flow and payment practices) and vendors, and the effectiveness of our initiatives to mitigate the impact of the current environment. The Company makes these statements as of the date of this disclosure and undertakes no obligation to update them.

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)

	APR. 30, 2009		JULY 31, 2008
Assets:
Cash and cash equivalents	$	320,063	$	454,065
Accounts receivable		501,803		617,079
Inventories		455,164		492,977
Other current assets		177,530		95,518
Total current assets		1,454,560		1,659,639
Property, plant and equipment, net		640,173		662,985
Other assets		565,445		634,122
Total assets	$	2,660,178	$	2,956,746
Liabilities and Stockholders’ Equity:
Short-term debt	$	17,228	$	29,314
Accounts payable, income taxes and other current liabilities		516,786		544,649
Total current liabilities		534,014		573,963
Long-term debt		702,044		747,051
Deferred taxes and other non-current liabilities		354,278		496,497
Total liabilities		1,590,336		1,817,511
Stockholders’ equity		1,069,842		1,139,235
Total liabilities and stockholders’ equity	$	2,660,178	$	2,956,746

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

	THIRD QUARTER ENDED						NINE MONTHS ENDED
	APR. 30, 2009			APR. 30, 2008			APR. 30, 2009			APR. 30, 2008
Net sales	$	555,883		$	661,680		$	1,677,201		$	1,848,434
Cost of sales		291,653			338,714			877,231			975,876
Gross profit		264,230			322,966			799,970			872,558
% of sales		47.5	%		48.8	%		47.7	%		47.2	%
Selling, general and administrative expenses		168,747			195,485			516,337			545,317
% of sales		30.4	%		29.5	%		30.8	%		29.5	%
Research and development		16,218			18,537			52,570			53,524
Earnings before restructuring and other charges/(gains), net (“ROTC”), interest expense, net, and income taxes		79,265			108,944			231,063			273,717
% of sales		14.3	%		16.5	%		13.8	%		14.8	%
ROTC		8,369	(a)		5,495	(b)		25,291	(a)		28,123	(b)
Interest expense, net		6,576			9,944			22,555			25,728
Earnings before income taxes		64,320			93,505			183,217			219,866
Provision for income taxes		20,158			30,231			57,097	(a)		72,502	(b)
Net earnings	$	44,162		$	63,274		$	126,120		$	147,364
Earnings per share:
Basic	$	0.37		$	0.51		$	1.06		$	1.20
Diluted	$	0.37		$	0.51		$	1.05		$	1.19
Average shares outstanding:
Basic		118,305			122,929			118,753			123,111
Diluted		119,065			124,159			119,689			124,316
Net earnings as reported	$	44,162		$	63,274		$	126,120		$	147,364
ROTC after pro forma tax effect		5,818	(a)		3,764	(b)		18,834	(a)		19,089	(b)
Tax adjustments		—			—			(1,426	) (a)		2,435	(b)
Pro forma earnings	$	49,980		$	67,038		$	143,528		$	168,888
Diluted earnings per share as reported	$	0.37		$	0.51		$	1.05		$	1.19
ROTC after pro forma tax effect		0.05	(a)		0.03	(b)		0.16	(a)		0.15	(b)
Tax adjustments		—			—			(0.01	) (a)		0.02	(b)
Pro forma diluted earnings per share	$	0.42		$	0.54		$	1.20		$	1.36

(a)	ROTC in the quarter is primarily comprised of severance and other costs related to the Company’s cost reduction programs. ROTC in the nine months is primarily comprised of severance and other costs related to the Company’s cost reduction programs, professional fees related to the previously reported matters that were under inquiry by the audit committee of the Company’s board of directors, an increase to previously established environmental reserves, the impairment of investments and capitalized software development costs and a charge to write-off in process research and development acquired in the acquisition of GeneSystems, SA.
	Provision for income taxes includes a benefit in the nine months 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 and the nine months is primarily comprised of severance and other costs related to the Company’s cost reduction programs and 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 in the nine months includes a charge 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)

	NINE MONTHS ENDED
	APR. 30, 2009			APR. 30, 2008
Net cash provided by operating activities	$	154,912		$	16,455
Investing activities:
Acquisitions, net of cash acquired		(37,249	)		—
Capital expenditures		(92,531	)		(76,466	)
Other		(13,514	)		(561	)
Net cash used by investing activities		(143,294	)		(77,027	)
Financing activities:
Dividends paid		(47,862	)		(44,170	)
Notes payable and long-term borrowings		(13,784	)		98,540
Purchase of treasury stock		(64,884	)		(78,211	)
Other		15,747			16,266
Net cash used by financing activities		(110,783	)		(7,575	)
Cash flow for period		(99,165	)		(68,147	)
Cash and cash equivalents at beginning of year		454,065			443,036
Effect of exchange rate changes on cash		(34,837	)		21,948
Cash and cash equivalents at end of period	$	320,063		$	396,837
Free cash flow:
Net cash provided by operating activities	$	154,912		$	16,455
Less capital expenditures		92,531			76,466
Free cash flow	$	62,381		$	(60,011	)

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

	THIRD QUARTER ENDED						NINE MONTHS ENDED
	APR. 30, 2009			APR. 30, 2008			APR. 30, 2009			APR. 30, 2008
Industrial
Sales	$	319,563		$	408,684		$	995,530		$	1,136,344
Cost of sales		179,991			219,545			550,039			630,104
Gross profit		139,572			189,139			445,491			506,240
% of sales		43.7	%		46.3	%		44.7	%		44.5	%
Selling, general and administrative expenses		92,530			114,557			290,990			315,977
% of sales		29.0	%		28.0	%		29.2	%		27.8	%
Research and development		6,473			8,401			22,944			23,562
Operating profit	$	40,569		$	66,181		$	131,557		$	166,701
% of sales		12.7	%		16.2	%		13.2	%		14.7	%
Life Sciences
Sales	$	236,320		$	252,996		$	681,671		$	712,090
Cost of sales		111,662			119,169			327,192			345,772
Gross profit		124,658			133,827			354,479			366,318
% of sales		52.7	%		52.9	%		52.0	%		51.4	%
Selling, general and administrative expenses		62,454			67,763			181,924			192,492
% of sales		26.4	%		26.8	%		26.7	%		27.0	%
Research and development		9,745			10,136			29,626			29,962
Operating profit	$	52,459		$	55,928		$	142,929		$	143,864
% of sales		22.2	%		22.1	%		21.0	%		20.2	%
CONSOLIDATED:
Operating profit	$	93,028		$	122,109		$	274,486		$	310,565
General corporate expenses		13,763			13,165			43,423			36,848
Earnings before ROTC, interest and income taxes		79,265			108,944			231,063			273,717
ROTC		8,369			5,495			25,291			28,123
Interest expense, net		6,576			9,944			22,555			25,728
Earnings before income taxes	$	64,320		$	93,505		$	183,217		$	219,866

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

								EXCHANGE			% CHANGE
								RATE			IN LOCAL
THIRD QUARTER ENDED	APR. 30, 2009		APR. 30, 2008		% CHANGE			IMPACT			CURRENCY
					Increase/(Decrease)
Industrial
By Market:
Energy, Water & Process Technologies	$	207,382	$	252,253		(17.8	)	$	(27,065	)		(7.1	)
Aerospace & Transportation		73,842		79,143		(6.7	)		(7,820	)		3.2
Microelectronics		38,339		77,288		(50.4	)		(3,645	)		(45.7	)
Total Industrial	$	319,563	$	408,684		(21.8	)	$	(38,530	)		(12.4	)
By Geography:
Western Hemisphere	$	98,557	$	108,621		(9.3	)	$	(2,423	)		(7.0	)
Europe		114,511		170,688		(32.9	)		(26,961	)		(17.1	)
Asia		106,495		129,375		(17.7	)		(9,146	)		(10.6	)
Total Industrial	$	319,563	$	408,684		(21.8	)	$	(38,530	)		(12.4	)
Life Sciences
By Market:
Medical (a)	$	98,051	$	102,245		(4.1	)	$	(9,560	)		5.2
BioPharmaceuticals (a)		138,269		150,751		(8.3	)		(17,374	)		3.2
Total Life Sciences	$	236,320	$	252,996		(6.6	)	$	(26,934	)		4.1
By Geography:
Western Hemisphere	$	92,170	$	95,387		(3.4	)	$	(704	)		(2.6	)
Europe		107,663		125,068		(13.9	)		(23,854	)		5.2
Asia		36,487		32,541		12.1			(2,376	)		19.4
Total Life Sciences	$	236,320	$	252,996		(6.6	)	$	(26,934	)		4.1

(a) Amounts reflect inclusion of the Laboratory market within the BioPharmaceuticals market effective August 1, 2008.

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

								EXCHANGE			% CHANGE
								RATE			IN LOCAL
NINE MONTHS ENDED	APR. 30, 2009		APR. 30, 2008		% CHANGE			IMPACT			CURRENCY
					Increase/(Decrease)
Industrial
By Market:
Energy, Water & Process Technologies	$	626,313	$	692,947		(9.6	)	$	(46,200	)		(2.9	)
Aerospace & Transportation		212,925		216,415		(1.6	)		(14,908	)		5.3
Microelectronics		156,292		226,982		(31.1	)		(3,470	)		(29.6	)
Total Industrial	$	995,530	$	1,136,344		(12.4	)	$	(64,578	)		(6.7	)
By Geography:
Western Hemisphere	$	300,521	$	304,530		(1.3	)	$	(5,250	)		0.4
Europe		364,031		452,456		(19.5	)		(48,533	)		(8.8	)
Asia		330,978		379,358		(12.8	)		(10,795	)		(9.9	)
Total Industrial	$	995,530	$	1,136,344		(12.4	)	$	(64,578	)		(6.7	)
Life Sciences
By Market:
Medical (a)	$	287,344	$	302,919		(5.1	)	$	(16,466	)		0.3
BioPharmaceuticals (a)		394,327		409,171		(3.6	)		(29,433	)		3.6
Total Life Sciences	$	681,671	$	712,090		(4.3	)	$	(45,899	)		2.2
By Geography:
Western Hemisphere	$	258,353	$	278,286		(7.2	)	$	(1,670	)		(6.6	)
Europe		324,797		343,561		(5.5	)		(42,100	)		6.8
Asia		98,521		90,243		9.2			(2,129	)		11.5
Total Life Sciences	$	681,671	$	712,090		(4.3	)	$	(45,899	)		2.2

(a) Amounts reflect inclusion of the Laboratory market within the BioPharmaceuticals market effective August 1, 2008.

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