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Pall Corporation (NYSE:PLL)

F1Q08 Operating Highlights Call

December 11, 2007, 8:30am ET

Executives

Eric Krasnoff – Chairman & CEO

Lisa McDermott – Chief Financial Officer

Analysts

Silke Kueck-Valdes – JP Morgan

Rob Mason – RW Baird

David Chung – Lehman Brothers

Darryl Pardi – Merrill Lynch

Dan Leonard – First Analysis

Operator

Good morning and welcome to Pall’s first quarter and fiscal year 2008 select operating highlights web cast conference call. We would like to remind you that the press release of the third quarter results which went out last evening is available on the company’s web site at www.pall.com. [Operator Instructions] Management’s remarks will include forward looking statements, please refer to slide two or request a copy of the specific wording of this qualification to the company’s remarks today.

At this time I will turn the call over to Mr. Krasnoff, Chairman and CEO.

Eric Krasnoff

Good morning and thanks to all of you for joining our first quarter conference call. I’m here this morning with Lisa McDermott our Chief Financial Officer and we are pleased to review our progress and look forward to your questions at the end of our prepared remarks.

The results for Q1 are preliminary and un-audited. There is an ongoing independent inquiry by the company’s audit committee centering on the underpayment of US income taxes. This matter was brought to the attention of the IRS and SEC by Pall senior management and is discussed in a series of news releases and SEC filings starting on July 19 this year. We do urge you to access and read this material if you have not done so already.

The company looks forward to completing a restatement as soon as practical following completion of the audit committee’s inquiry. There is nothing we can add to this matter today, unfortunately, beyond what is in the public record. While Pall’s board of directors and corporate management work diligently to resolve this issue, our operating units remain focused on carrying out their strategic plans.

These latest results, again, reflect positive progress. I thank all Pall employees for their hard work and congratulate them on these results.

The momentum from a strong fiscal 2007 carried over into the new year. Sales came in at $560 million, this is a 12% increase in sales and local currency growth was also strong at 7%. We exceed half a billion dollars in the first quarter for the first time. Our initiatives to increase gross margins, improve our efficiency and optimize our cost structure continue to gain ground. Earning before interest and income taxes increased about 40%, net of restructuring and other charges.

Lisa and I will address the quarter specifically in a moment but first, for those of you who are new to Pall I want to quickly review our major strategies so that you’ll understand generally what’s producing current results and the direction we’re headed.

Palls long term strategy has been to provide Total Fluid Management (NASDAQ:TFM) across our major markets. New product development, manufacturing strategy systems platforms are all executed in service of that goal. Broad and growing customer demand shows that Pall is both anticipating and meeting the evolving needs of markets worldwide.

What is that backdrop? Dwindling resources, increasing regulations, emerging pathogens, new drugs, high tech products and processes and absolute imperatives for quality and productivity. Developing economies and rising standards of living, these all require more and ever finer levels of filtration, separation and purification. Pall has anticipated these market dynamics and work hard to be in a position to take advantage of them.

Pall is a technology company and a solutions provider. We are harnessing our many strengths, a broad array of proprietary materials and products, market intimacy, systems engineering, filtration and fluid management expertise and a global reach to make our customers more successful. The ability to leverage these capabilities is through Total Fluid Management, it’s making Pall a more important commercial partner.

TFM is the heart of our sales strategy, it enables us to take a 360 degree view with a rotating access to address customer’s fluid management needs, efficiently connecting, simplifying and automating their processes. It links customers to their supply chains, to their key suppliers of raw materials at the front end and at the back end we link our customers to their customer’s quality requirement.

The final linkage is to efficient compliance with environmental health and safety regulations. Pall’s engineered systems are an important subset of Total Fluid Management. The systems platform continues to grow and represent 11% of the first quarter sales. These systems, concentrated in our general, Industrial and BioPharmaceuticals market are capital sales and service industries continued investment in new products, processes and capacity. Pall’s engineered systems connect different parts of the process, making them more efficient, often in a smaller footprint and with low energy consumption and environmental impact.

TFM further differentiates us in the marketplace and sets the stage for long term customer partnership. Today with our growing expertise and reputation systems are a significant profitability driver and we are also executing a full suite of cost improvement initiatives that are showing through with those cost of sales and selling general and administrative expenses reducing as a percentage of sales. We will continue to identify opportunities to increase productivity and optimize the cost structure over the next several years. We are creating a company culture that is never satisfied with the status quo when it embraces the fact that everything can be improved.

What are some of these improvement initiatives? They include our facility rationalization program in which we are consolidating manufacturing, reducing our footprint and realigning our plants with an eye to customer needs. We are also executing major initiatives to streamline our processes and infrastructure. The first of these which we called EuroPall, a key to improving profitability in Europe, here we are moving from country centric to common processes as much as is practical.

There is still a lot of opportunity as these first wave initiatives unfurl and down the road we will have EuroPall II, which will begin later this year. A counterpart program AmeriPall is focusing on the Western Hemisphere and certain global functions. We are in the early stages of implementation on this program.

How did our strategies and initiatives play out in the quarter? Sales in Pall Life Sciences increased about 11%, 6% in local currency to $215 million. Pall Industrial grew 13% over 7% in local currency to over $346 million. The business grew in all regions with the highest local currency growth rate in Asia. Asia’s more than 12% growth is a return to double digits after two quarters of high single digit sales increases.

Within Life Sciences, BioPharmaceuticals was a growth engine with a boost from Europe, which posted tremendous growth, 18% local currency on top of very strong growth a year ago. Consumable sales were up sharply due to increased production of vaccines and as European Biotech Plants came on stream.

US consumable were hampered by a well publicized production cut back and a few major Biotech accounts. Some of this was offset by system sales in the US which remain strong due to continued investment in new Biotech factories.

In Medical, growth reflects increasing adoption of newer products such as Acrodose Platelet Filters and the Pall-Aquasafe line of water filters. Aquasafe sales continue to be strong in Europe and there was also growing recognition of the problem and preventability of hospital acquired infections in the US. Up until now we have had very little economic incentives in America to prevent infections, starting next year the centers for Medicare and Medicaid services will not reimburse hospitals for certain health care required infections. More exclusions will make the list over the next few years, this is very good news for patients and for Pall. We have been developing products and market access for years in anticipation of this market driver.

Interesting side note, following a Legionella outbreak we installed Pall-Aquasafe water filters in the building housing a financial institution. Legionella bacteria can breed in any water system, often causing outbreaks in settings like hospitals, nursing homes, cruise ships and office buildings, any where basically where people are in close quarters or are immune compromised.

Now I’ll switch over to Pall Industrial for Q1. Sales in the municipal water market almost doubled, led by an over 200% increase in systems in the Western hemisphere. Our technology helps industry and municipalities comply with increasingly rigorous government regulations. Water scarcity is the chief driver in Asia, Australia is in the seventh year of a major drought and reservoirs are at 30% capacity. At this rate they chould be out of water in two years, they want to recycle as much as possible and Pall plays a key role.

In Microelectronics, sales were down overall but on very tough comps. The US business was off sharply as Semi-conductor OEMs had their cycle down turned. Growth in Asia was modest and in Europe sales for solar cells and applications similar to semi-conductor production are starting to move the needle up.

Aerospace and Transportation market sales increased about 5% with commercial up while military sales were down. This is a reversal from last years first quarter. On the commercial side of the business, new aircraft entering production and aftermarket sales to airlines are up. We expect this market performance to improve as more development programs transition into production and service.

Overall it was a good quarter and now Lisa McDermott will provide more of the financial details.

Lisa McDermott

Good morning everyone. I will review Pall’s earnings before interest and income taxes for the first quarter starting with a high level recap. As Eric said, the results we are review today are preliminary, pending the completion of the audit committee inquiry and our restatement. Also, Erichas made reference to and I will make reference to certain Non-GAAP measures to assess the company’s performance. Reconciliation of these measures to their GAAP counterparts are included on slide 17 and are also available on the company’s website at www.pall.com.

Looking at EBIT margin, excluding restructuring and other charges, the margin improved 270 basis points this quarter, having come in at 13.1% of sales compared with 10.4% in last years first quarter. Two primary items favorably impacting this were; first, sales both volume and pricing growth and second, cost containment as well as cost reduction through efficiency and enhancing initiatives. EBIT in the quarter reflect both restructuring and other charges of almost $9 million, down compared to last years $17 million. Excluding such items in both periods, pro forma earnings before interest and taxes increased approximately 40% to a little over $73 million from about $52 million last year. At this point in the year it is not clear how much charges will be for the full year.

Foreign currency translation is estimated to have increased sales by almost $28 million and EBIT by about $3 million.

Now let’s look at our financial results in a little more detail, moving on to slide 12 which contains comparative earnings before interest and income taxes for the quarter. Sales in the quarter increased by about $62 million or about 12% of which $28 million or about 5% was principally attributable to the translation of the comparably weaker dollar for our major foreign operation in the UK and Euro zone. It’s important to understand the local currency buying growth given that over 40% of our sales are in Europe, and 25% are now in Asia.

Improved pricing increased overall sales by about 1% and as such the overall buying growth was about 6%. Improved pricing was seen in Life Sciences and to a lesser extend in Industrial. Gross margins came in at about 46.6% compared with 44.8% last year an improvement of 180 basis points. Selling, general and administrative expenses excluding the estimated income of foreign exchange of $8 million was up about 3.5%. As a percentage of sales, it reduced 100 basis point to 30.5% from 31.5% in last years first quarter, again on good cost control as well as leveraging largely fixed costs pool on a strong top line.

Examining this a bit more closely, general and administrative expenses have held steady while increasing investment is being made in customer facing activities. Such costs are up about 8%.

In summary, all of the above factors resulted in EBIT of about $65 million. The gross margin improvement of 180 basis points in the quarter compared to the same quarter last year continues on the improvement trend noted in fiscal year 2007. We are very pleased to report that both business segments contributed to the quarter over quarter improvement. Life Sciences gross margin improved 250 basis points to 51.8% from 49.3% last years first quarter with 80 basis points coming from improved pricing. The improvement in pricing also shows through in the sequential improvement in gross margins of 110 basis points compared to the fourth quarter of fiscal year 07’ despite lower sales volume.

Quarter over quarter gross margin in Industrial improved 130 basis points to 43.4% from 42.1% last year with pricing contributing about 30 basis points. In addition to pricing, the quarter over quarter results reflect both the variety of initiatives Eric spoke about earlier, many of which are common to both business segments and have more than offset inflationary pressures. Also common to both business segments is the success of our Total Fluid Management strategy in propelling the volume of sales integrated system.

Despite these items that put pressure on gross margin, the results of all of our initiatives have shown through. This includes; first, the impact of improved profitability of system sales, second, continued product portfolio rationalization and finally, manufacturing cost reduction and efficiency program.

Now let’s turn to operating profit. Again, the result of our various initiatives are really showing through culminating an operating growth of almost 36% in the quarter and an improvement in margin of 260 basis points. By business segment, Industrial operating profit dollars increased approximately 35% to about $45 million and operating margin improved 210 basis points to 13%. Life Sciences operating profit came in close to $40 million an increase of 36%; operating margin improved 340 basis points to 18.5%.

Turning now to liquidity and working capital. Our total indebetedness at October 31, 2007, was approximately $757 million; this is compared to approximately $635 million at July 31, 2007. Indebtedness net of cash and cash equivalents was about $350 million compared to $190 million at July 1, 2007. As previously disclosed in a press release dated September 25, 2007, and current report on form 8-K dated September 26, 2007, the company deposited $135 million with the Internal Revenue Service in September, virtually all of which relates to the company’s tax matter that was partially financed with additional indebtedness under our revolving credit agreement.

Regarding our revolve, we have entered into a second amendment and waiver with our lenders that extends the original due date of December 31, 2007, to March 31, 2008, with respect to financial reporting requirements continuing to give us full access to the facility. The second amendment and waiver relates to the tax and financial reporting matters as previously described in our press releases dated July 19, August 2 and September 25, 2007.

In the quarter, compared to Q1 last year capital expenditures were $24 million up $10 million compared to last years first quarter. Depreciation and amortization was flat at about $23 million and shareholder dividends paid were approximately $14.7 million, up about 10%.

Reducing the investment in non-cash working capital continues to be an area that we see opportunity for improvement in and will continue to report out to you on our progress. Inventory turns were 2.6% compared to 2.7% in last years first quarter. Efforts in this area are not yet showing through as we make strategic investments in inventories to prepare for plant closures and for the growth in system sales, particularly in water applications.

Overall, day sales were outstanding was 87 days compared to 84 days in the first quarter fiscal year 2007. In Life Sciences it improved to 65 days from 70 days last year while in Industrial it increased to 98 days from 95 days last year.

In closing, on balance we are please with our results in the quarter and the progress we are making on all of our initiatives. We look forward to providing an update on our full results upon completion of the inquiry being conducted by our audit committee. Thank you for your attention this morning, with that, I will turn this back to Eric.

Eric Krasnoff

Thank you very much Lisa. Q1 was a good start to the year, our backlog remains healthy and prospects for the full year remain on track. We continue to execute on a variety of initiatives in pursuit of sustainable profitable growth. Pall’s management and employees are enthusiastic about the business, the opportunities before us and our ability to capture them.

With that and with the help of our conference operator we are ready for your questions.

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes from Jeff Zekauskas with JP Morgan.

Silke Kueck-Valdes – JP Morgan

I have two questions, the first is can you discuss the trends in microelectronics and whether they should stay similar for the remainder of the year. With some of the announcements that we’ve seen this morning from Pfizer closing labs, should things in Biopharma become difficult or is your biologics business so large it doesn’t matter?

The second question is on cost savings; I think EuroPall I was supposed to generate $20 to $22 million savings and are you able to quantify how much of these costs savings we are seeing in the first quarter?

Eric Krasnoff

The microelectronics outlook we still believe that the first couple of quarters for our fiscal year are going to be down and that will see some recovery in the second half of the year. We have flattish overall year for micro 08’, that’s coming off of a very strong year last year.

BioPharmaceuticals we did see already the affect of some of the reduced indications for key biotech droves in some production cut backs in the Western hemisphere, in the numbers. We think we have it well budgeted and projected for the rest of the year, we don’t expect any further deterioration in that business segment. We are not in the biological business per se, we are in the business of providing materials and systems to help people produce biologicals.

With EuroPall, we have so many initiatives working and they’re all intertwined at this point, between infrastructure, facilities, process improvement, continuous improvements in the factories and lean efforts. We are not handicapping, if you will, each separate effort, what we do expect, we said before that EuroPall I would produce maybe $20 to $22 million in savings, we believe we have accomplished that. For the future all we can say is that the combined savings of all the cost reduction initiatives are built into the guidance we have provided into the results. We won’t be breaking it out discretely.

Operator

Your next question comes from Rob Mason with RW Baird.

Rob Mason – RW Baird

I may have missed this but could you update us on the sales guidance for the year relative to the guidance that you provided last quarterly update?

Eric Krasnoff

The guidance last quarter was sales up 5.5% to 6.5% range, local currencies, our expectation and we haven’t provided any update to that.

Rob Mason – RW Baird

What about your gross margin improvements this year would the expectations which will be about 100 basis points year over year for fiscal 08’?

Lisa McDermott

Our expectation was up to 100 basis points, we think that it may be slightly lower as we are seeing how the year is beginning. We are targeting up to 100 basis points for the year.

Rob Mason – RW Baird

In regards to the comments, it seemed like gross margins were off to a fairly good start this year. Your comment around the years beginning is that inferring that things were a little below plan this quarter?

Lisa McDermott

No, not specifically but with respect to microelectronics being a very profitable market and where we see it down for the first half and slightly up in the second half and about flattish for the year could have a negative impact on our margin. We are looking at perhaps 70 basis points up to 100 basis points improvement in margin.

Rob Mason – RW Baird

With respect to the Industrial segment, could you give us some more color on what you are seeing? Obviously municipal water was very strong on the system side but if you remove that what else are you seeing in your markets and maybe specifically with respect to the Western hemisphere?

Eric Krasnoff

I think we talked about Aerospace, the commercial side of Aerospace is quite strong at this point, also within Aerospace we have our Mobil OEM segment which did very well in the United States. That’s mobile equipment, off the road equipment as well. Power generation, energy can be lumpy because of the systems but we expect that to be reasonable for the year as well. Industrial just keeps chugging along, when we look at the Industrial business in particular, a lot of the customers, whether it’s the US or it’s Asia, wherever those plants are moving we are getting that business. We really try to take a more global view, I would say, of Industrial than perhaps other companies who are much more tied to the US economy.

Operator

Your next question comes from David Chung with Lehman Brothers.

David Chung – Lehman Brothers

You talked about the improved pricing in the Life Sciences business, I was just wondering if you could provide a little bit more color on that. What is your outlook on SG&A for 08’?

Eric Krasnoff

I’ll handle on the pricing side. We are definitely looking to keep our heads above the inflation level and we are seeing a much better opportunity now for price increases on Life Science and we are expecting further improvement in our pricing within the Industrial sector as well. We’ve mentioned before we also are going to begin working with an outside consultant later this year on a value pricing initiative to really make sure we can harmonize the value that we are getting for the products and the way we are packaging them and pricing them, particularly within the context of providing systems that have long term service opportunity tied to them.

Lisa McDermott

With regard to SG&A our guidance at the end of the fourth quarter for the year and it continues to be that SG&A will come in below 30% of sales for the fiscal year 08’.

Operator

Your next question comes from Jonathan Groberg with Merrill Lynch.

Darryl Pardi – Merrill Lynch

One quick question on Biopharmaceuticals, on your fourth quarter earnings call you were a bit cautious about Biopharmaceuticals. Given the strong performance this quarter, you did talk about production cut backs in the Western hemisphere but could you also provide some color on the European Biopharmaceutical market and has your outlook overall for the segment changed at all since the last quarter?

Eric Krasnoff

I’ll start with the first and last question. We were talking more in the perhaps 8% up towards double digits which would have been a retrenchment from the double digit growth we’ve seen in the last couple years. I think we are a little bit more optimistic right now; we’re not ready to change our guidance we’d like to do that on the next call.

Europe is really spectacular results and mostly consumables and driven by both, as I mentioned a lot of back scene production, biotech is kicking into gear in Europe, finally, in terms of the manufacturers presence there and I think that the Total Fluid Management contribution within those plants we seem to be getting more of their systems that are going into their new plants and a lot more of the peripheral disposables if you will, that are within or related to the plants and their suppliers. It’s very positive for the year.

Operator

[Operator Instructions] Your next question comes from Dan Leonard with First Analysis.

Dan Leonard – First Analysis

Eric, can you remind me what portion of your BioPharm revenue comes from Biotech accounts?

Eric Krasnoff

The best we can figure it, because many of the major pharmaceutical companies buy products that can go into either their biotech operations or their traditional drug manufacturing operations. Somewhere between 25 to 30% is the best calculation we come up with. This does not include the lab business.

Operator

You have a follow up question from Rob Mason with RW Baird.

Rob Mason – RW Baird

[Inaudible] at least at local currency growth between the systems and consumables?

Lisa McDermott

Systems grew about 27% in the quarter in local currency and consumables about 5% in the quarter.

Rob Mason – RW Baird

With respect to the ongoing restructuring or manufacturing consolidation program, could you give us an update on the number of facilities to date that you’ve closed or made announcements to close, or reconfigure?

Eric Krasnoff

I don’t have the exact number; I’m not sure exactly where the announcements are at this point in time, but roughly seven or eight facilities since the beginning.

Lisa McDermott

That have either been closed or announced to be closed, yes, that’s correct.

Rob Mason – RW Baird

Would the expectation be that we still see savings accelerate here in second half of 08’ or is this more of an 09’ type impact?

Eric Krasnoff

We expect to substantially complete the project this year, perhaps one quarter into 09’ and the savings, we’ll be seeing a lot of it this year and we’ll be seeing it through 09’ as well.

Operator

At this time there are no further questions. I will turn the call back to Mr. Krasnoff.

Eric Krasnoff

Thank you, we appreciate your participating with us this morning and we look forward to our next call reporting the second quarter results.

Operator

This concludes today’s conference.

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