PLL-01/31/2014-Q2FY2014


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
R
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended January 31, 2014
or
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

Commission File Number: 001- 04311
PALL CORPORATION
(Exact name of registrant as specified in its charter)

New York
 
11-1541330
(State or other jurisdiction of
 
(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)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer þ
Accelerated filer o
 
 
 
 
 
Non-accelerated filer o
Smaller reporting company o
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The number of shares of the registrant’s common stock outstanding as of February 26, 2014 was 109,775,816.





Table of Contents

 
 
Page No.
 
 
 
 
 
 
 
 
 



2



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

 
Jan 31, 2014
 
Jul 31, 2013
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
951,834

 
$
936,886

Accounts receivable
536,755

 
566,335

Inventory
394,865

 
381,047

Prepaid expenses
74,471

 
72,808

Other current assets
80,924

 
92,953

Total current assets
2,038,849

 
2,050,029

Property, plant and equipment
789,342

 
774,948

Goodwill
348,080

 
342,492

Intangible assets
137,385

 
137,243

Other non-current assets
159,858

 
168,127

Total assets
$
3,473,514

 
$
3,472,839

 
 
 
 
Liabilities and Stockholders’ Equity:
 
 
 
Current liabilities:
 
 
 
Notes payable
$
304,930

 
$
169,967

Accounts payable
134,295

 
157,176

Accrued liabilities
284,099

 
312,829

Income taxes payable
53,535

 
60,732

Current portion of long-term debt
405

 
420

Dividends payable

 
27,947

Total current liabilities
777,264

 
729,071

Long-term debt, net of current portion
463,674

 
467,319

Income taxes payable – non-current
145,905

 
141,843

Deferred taxes and other non-current liabilities
339,643

 
319,650

Total liabilities
1,726,486

 
1,657,883

 
 
 
 
Stockholders’ equity:
 
 
 
Common stock, par value $.10 per share
12,796

 
12,796

Capital in excess of par value
295,106

 
298,150

Retained earnings
2,397,826

 
2,285,031

Treasury stock, at cost
(943,739
)
 
(740,229
)
Accumulated other comprehensive income/(loss):
 
 
 
Foreign currency translation
105,887

 
84,598

Pension liability adjustment
(125,876
)
 
(125,211
)
Unrealized investment gains
1,749

 
2,123

Unrealized gains/(losses) on derivatives
3,279

 
(2,302
)
Total accumulated other comprehensive income/(loss)
(14,961
)
 
(40,792
)
Total stockholders’ equity
1,747,028

 
1,814,956

Total liabilities and stockholders’ equity
$
3,473,514

 
$
3,472,839


See accompanying notes to condensed consolidated financial statements.



3



PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Net sales
$
676,969

 
$
662,455

 
$
1,306,748

 
$
1,290,055

Cost of sales
332,710

 
320,492

 
636,775

 
621,009

Gross profit
344,259

 
341,963

 
669,973

 
669,046

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
196,299

 
206,009

 
391,183

 
401,974

Research and development
24,979

 
23,399

 
48,246

 
45,974

Restructuring and other charges, net
9,170

 
4,399

 
18,368

 
8,673

Interest expense, net
5,195

 
6,017

 
11,172

 
5,449

Earnings from continuing operations before income taxes
108,616

 
102,139

 
201,004

 
206,976

Provision for income taxes
24,950

 
21,820

 
45,825

 
37,492

Net earnings from continuing operations
$
83,666

 
$
80,319

 
$
155,179

 
$
169,484

Earnings/(loss) from discontinued operations, net of income taxes
$

 
$
(3,549
)
 
$

 
$
246,758

Net earnings
$
83,666

 
$
76,770

 
$
155,179

 
$
416,242

 
 
 
 
 
 
 
 
Earnings per share from continuing operations:
 
 
 
 
 
 
 
Basic
$
0.76

 
$
0.71

 
$
1.39

 
$
1.49

Diluted
$
0.75

 
$
0.70

 
$
1.38

 
$
1.48

Earnings/(loss) per share from discontinued operations:
 
 
 
 
 
 
 
Basic
$

 
$
(0.03
)
 
$

 
$
2.18

Diluted
$

 
$
(0.03
)
 
$

 
$
2.15

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.76

 
$
0.68

 
$
1.39

 
$
3.67

Diluted
$
0.75

 
$
0.67

 
$
1.38

 
$
3.63

 
 
 
 
 
 
 
 
Dividends declared per share
$

 
$
0.250

 
$
0.275

 
$
0.500

 
 
 
 
 
 
 
 
Average shares outstanding:
 
 
 
 
 
 
 
Basic
110,720

 
112,420

 
111,263

 
113,398

Diluted
111,980

 
113,809

 
112,532

 
114,784


See accompanying notes to condensed consolidated financial statements.



4



PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Net earnings
$
83,666

 
$
76,770

 
$
155,179

 
$
416,242

Other comprehensive income/(loss), net of income taxes:
 
 
 
 
 
 
 
Foreign currency translation
(21,938
)
 
7,570

 
21,289

 
41,322

Pension liability adjustment
(71
)
 
3,375

 
(665
)
 
4,563

Unrealized investment gains/(losses)
(292
)
 
(344
)
 
(374
)
 
63

Unrealized gains/(losses) on derivatives
3,126

 
(1,825
)
 
5,581

 
(3,777
)
Total other comprehensive income/(loss), net of income taxes
(19,175
)
 
8,776

 
25,831

 
42,171

Comprehensive income
$
64,491

 
$
85,546

 
$
181,010

 
$
458,413


See accompanying notes to condensed consolidated financial statements.



5



PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
Operating activities:
 
 
 
Net cash provided by operating activities
$
205,595

 
$
89,382

 
 
 
 
Investing activities:
 
 
 
Capital expenditures
(34,663
)
 
(42,403
)
Acquisition of businesses
(5,299
)
 

Purchases of retirement benefit assets
(14,312
)
 
(28,166
)
Proceeds from retirement benefit assets
19,946

 
30,322

Proceeds from sale of assets
1,953

 
542,088

Other
(3,278
)
 
(1,094
)
Net cash provided/(used) by investing activities
(35,653
)
 
500,747

 
 
 
 
Financing activities:
 
 
 
Notes payable
134,963

 
30,024

Dividends paid
(58,408
)
 
(52,634
)
Long-term borrowings

 
15

Repayments of short-term debt
(3,927
)
 

Repayments of long-term debt
(375
)
 
(239
)
Net proceeds from stock plans
7,130

 
24,623

Purchase of treasury stock
(250,000
)
 
(250,000
)
Excess tax benefits from stock-based compensation
arrangements
9,444

 
8,426

Net cash used by financing activities
(161,173
)
 
(239,785
)
Cash flow for period
8,769

 
350,344

Cash and cash equivalents at beginning of year
936,886

 
500,274

Effect of exchange rate changes on cash and cash
equivalents
6,179

 
19,614

Cash and cash equivalents at end of period
$
951,834

 
$
870,232

Supplemental disclosures:
 
 
 
Interest paid
$
11,844

 
$
22,612

Income taxes paid (net of refunds)
31,772

 
103,876


See accompanying notes to condensed consolidated financial statements.



6


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

NOTE 1 – BASIS OF PRESENTATION
The condensed consolidated financial information of Pall Corporation and its subsidiaries (hereinafter collectively called the “Company”) included herein is unaudited. Such information reflects all adjustments of a normal recurring nature, which are, in the opinion of Company management, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows as of the dates and for the periods presented herein. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2013 (“2013 Form 10-K”).
As discussed in Note 16, Discontinued Operations, on August 1, 2012, the Company sold certain assets of its blood collection, filtration and processing product line, which was a component of the Company’s Life Sciences segment, and met the criteria for discontinued operations and held for sale presentation during the third quarter of fiscal year 2012. As such, it has been reported as a discontinued operation in the Company’s condensed consolidated financial statements for all periods presented.

NOTE 2 – BALANCE SHEET DETAILS
The following tables provide details of selected balance sheet items:
 
Jan 31, 2014
 
Jul 31, 2013
Accounts receivable:
 
 
 
Billed
$
482,809

 
$
508,448

Unbilled
67,548

 
72,787

Total
550,357

 
581,235

Less: Allowances for doubtful accounts
(13,602
)
 
(14,900
)
 
$
536,755

 
$
566,335

Unbilled receivables principally relate to revenues accrued for long-term contracts recorded under the percentage-of-completion method of accounting.
 
Jan 31, 2014
 
Jul 31, 2013
Inventory:
 
 
 
Raw materials and components
$
114,702

 
$
94,837

Work-in-process
105,484

 
94,998

Finished goods
174,679

 
191,212

 
$
394,865

 
$
381,047

 
Jan 31, 2014
 
July 31, 2013

Property, plant and equipment:
 
 
 
Property, plant and equipment
$
1,719,826

 
$
1,650,274

Less: Accumulated depreciation and amortization
(930,484
)
 
(875,326
)
 
$
789,342

 
$
774,948


                                                                                                                                                                    


7


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 3 – GOODWILL AND INTANGIBLE ASSETS
The following table presents goodwill, allocated by reportable segment.
 
Jan 31, 2014
 
Jul 31, 2013
Life Sciences
$
186,098

 
$
180,896

Industrial
161,982

 
161,596

 
$
348,080

 
$
342,492

Intangible assets, net, consist of the following:
 
Jan 31, 2014
 
Gross
 
Accumulated
Amortization
 
Net
Patents and unpatented technology
$
112,559

 
$
62,044

 
$
50,515

Customer-related intangibles
106,290

 
27,354

 
78,936

Trademarks
13,353

 
6,573

 
6,780

Other
3,638

 
2,484

 
1,154

 
$
235,840

 
$
98,455

 
$
137,385

 
 
 
 
 
 
 
Jul 31, 2013
 
Gross
 
Accumulated
Amortization
 
Net
Patents and unpatented technology
$
123,707

 
$
69,992

 
$
53,715

Customer-related intangibles
97,016

 
22,425

 
74,591

Trademarks
13,291

 
6,166

 
7,125

Other
4,425

 
2,613

 
1,812

 
$
238,439

 
$
101,196

 
$
137,243

Goodwill and intangible assets were primarily impacted by changes in the foreign exchange rates used to translate goodwill and intangible assets of foreign subsidiaries. Intangible assets were additionally impacted by immaterial acquisitions of Medistad Holding BV, a European manufacturing entity and SoloHill Engineering, Inc., a United States (“U.S”) technology company in the first and second quarters of fiscal year 2014, respectively.
Amortization expense from continuing operations for intangible assets for the three and six months ended January 31, 2014 was $4,655 and $9,379, respectively. Amortization expense from continuing operations for intangible assets for the three and six months ended January 31, 2013 was $4,857 and $10,135, respectively. Amortization expense is estimated to be approximately $9,296 for the remainder of fiscal year 2014, $17,011 in fiscal year 2015, $15,744 in fiscal year 2016, $15,662 in fiscal year 2017, $15,493 in fiscal year 2018, and $13,170 in fiscal year 2019.



8


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 4 – TREASURY STOCK
The following table highlights the share repurchase authorizations in effect during fiscal year 2014:
 
 
Date of Authorization
 
 
Sep 26, 2011
 
Jan 17, 2013
 
Total
Amount available for repurchases as of July 31, 2013
 
$
81,873

 
$
250,000

 
$
331,873

New authorizations
 

 

 

Utilized
 
(81,873
)
 
(168,127
)
 
(250,000
)
Amount available for repurchases as of January 31, 2014
 
$

 
$
81,873

 
$
81,873

The Company’s shares may be purchased over time as market and business conditions warrant. There is no time restriction on these authorizations. In September 2013, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with a third-party financial institution to repurchase $125,000 of the Company’s common stock. This transaction was completed in the second quarter of fiscal year 2014. Under the agreement, the Company paid $125,000 to the financial institution. Upon completion of the transaction, the Company received a total of 1,573 shares with an average price per share of $79.45.
In December 2013, the Company entered into a second ASR agreement with a third-party financial institution to repurchase $125,000 of the Company’s common stock. Under the agreement, the Company paid $125,000 to the financial institution and received an initial delivery of 1,249 shares at an aggregate cost of $106,250, with an average price per share of $85.05. These shares were included in treasury stock in the accompanying condensed consolidated balance sheet as of January 31, 2014. The remaining $18,750 was included in additional paid in capital in the accompanying condensed consolidated balance sheets as of January 31, 2014. The December 2013 ASR agreement will be settled during the third quarter of fiscal year 2014. The final number of shares delivered upon settlement of the December 2013 ASR agreement will be determined with reference to the average price of the Company’s common stock over the term of the ASR agreement.
During the six months ended January 31, 2014, 694 shares were issued under the Company’s stock-based compensation plans. At January 31, 2014, the Company held 18,298 treasury shares.

NOTE 5 – CONTINGENCIES AND COMMITMENTS
With respect to the matters described in Note 14, Contingencies and Commitments, to the Company’s consolidated financial statements included in the Company’s 2013 Form 10-K and below, the Company has assessed the ultimate resolution of these matters and has reflected appropriate contingent liabilities in the condensed consolidated financial statements as of January 31, 2014 and July 31, 2013.
The Company and its subsidiaries are subject to certain other legal actions that arise in the normal course of business. Other than those legal proceedings and claims discussed in the 2013 Form 10-K and this Note, the Company is not facing any other legal proceedings and claims that would individually or in the aggregate have a reasonably possible material adverse effect on its financial condition or operating results. As such, any reasonably possible loss or range of loss, other than those legal proceedings discussed in the 2013 Form 10-K and this Note, is immaterial. However, the results of legal proceedings cannot be predicted with certainty. If the Company failed to prevail in several of these legal matters in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.


9


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Environmental Matters:
With respect to the environmental matters at the Company’s Pinellas Park, Florida site, previously disclosed in Note 14, Contingencies and Commitments, to the Company’s consolidated financial statements included in the Company’s 2013 Form 10-K, the Florida Department of Environmental Protection approved the remedial action plan in September 2013. As a result of this, the Company added $4,440 to its environmental reserves in the first quarter of fiscal year 2014.
The Company’s condensed consolidated balance sheet at January 31, 2014 includes liabilities for environmental matters of approximately $21,402 which relate primarily to the environmental proceedings discussed in the 2013 Form 10-K and as updated in this Note. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its current accruals for environmental remediation are adequate. However, as regulatory standards under environmental laws are becoming increasingly stringent, there can be no assurance that future developments, additional information and experience gained will not cause the Company to incur material environmental liabilities or costs beyond those accrued in its condensed consolidated financial statements.

NOTE 6 – RESTRUCTURING AND OTHER CHARGES, NET
The following tables summarize the restructuring and other charges (“ROTC”) recorded in the three and six months ended January 31, 2014 and January 31, 2013:
 
Three Months Ended Jan 31, 2014
 
Six Months Ended Jan 31, 2014
 
Restructuring
(1)
 
Other
(Gains)/
Charges
(2)
 
Total
 
Restructuring
(1)
 
Other
(Gains)/
Charges
(2)
 
Total
Severance benefits and other employment contract obligations
$
7,347

 
$
(844
)
 
$
6,503

 
$
10,462

 
$
(402
)
 
$
10,060

Professional fees and other costs, net of receipt of insurance claim payments
894

 
2,053

 
2,947

 
2,137

 
2,195

 
4,332

(Gain)/loss on sale and impairment of assets, net

 

 

 

 
160

 
160

Environmental matters

 

 

 

 
4,440

 
4,440

Reversal of excess restructuring reserves
(280
)
 

 
(280
)
 
(624
)
 

 
(624
)
 
$
7,961

 
$
1,209

 
$
9,170

 
$
11,975

 
$
6,393

 
$
18,368

 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
7,961

 
$
1,209

 
$
9,170

 
$
11,975

 
$
6,233

 
$
18,208

Non-cash

 

 

 

 
160

 
160

 
$
7,961

 
$
1,209

 
$
9,170

 
$
11,975

 
$
6,393

 
$
18,368



10


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended Jan 31, 2013
 
Six Months Ended Jan 31, 2013
 
Restructuring
(1)
 
Other
(Gains)/
Charges
(2)
 
Total
 
Restructuring
(1)
 
Other
(Gains)/
Charges
(2)
 
Total
Severance benefits and other employment contract obligations
$
1,916

 
$
1,451

 
$
3,367

 
$
5,195

 
$
1,451

 
$
6,646

Professional fees and other costs, net of receipt of insurance claim payments
345

 
887

 
1,232

 
788

 
1,586

 
2,374

(Gain)/loss on sale and impairment of assets, net
(49
)
 

 
(49
)
 
(6
)
 

 
(6
)
Reversal of excess restructuring reserves
(151
)
 

 
(151
)
 
(341
)
 

 
(341
)
 
$
2,061

 
$
2,338

 
$
4,399

 
$
5,636

 
$
3,037

 
$
8,673

 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
1,705

 
$
1,825

 
$
3,530

 
$
5,237

 
$
2,524

 
$
7,761

Non-cash
356

 
513

 
869

 
399

 
513

 
912

 
$
2,061

 
$
2,338

 
$
4,399

 
$
5,636

 
$
3,037

 
$
8,673

(1) Restructuring:
In fiscal year 2012, the Company announced a multi-year strategic cost reduction initiative (“structural cost improvement initiative”). This initiative impacts both segments as well as the Corporate Services Group. The goal of this initiative is to properly position the Company’s cost structure globally to perform in the current economic environment without adversely impacting its growth or innovation potential.
Key components of the structural cost improvement initiative include:
the strategic alignment of manufacturing, sales and R&D facilities to cost-effectively deliver high-quality products and superior service to the Company’s customers worldwide,
creation of regional shared financial services centers for the handling of accounting transaction processing and other accounting functions,
reorganization of sales functions, to more cost-efficiently deliver superior service to the Company’s customers globally, and
reductions in headcount across all functional areas, enabled by efficiencies gained through the Company’s ERP systems, as well as in order to align to economic conditions.
Restructuring charges recorded in the three and six months ended January 31, 2014 and January 31, 2013 primarily reflect the expenses incurred in connection with the Company’s structural cost improvement initiative as discussed above.
(2) Other (Gains)/Charges:
Severance benefits and other employment contract obligations: In the three months ended January 31, 2013, the Company recorded charges related to certain employment contract obligations.
Professional fees and other: In the three months ended January 31, 2014, the Company recorded acquisition related legal and other professional fees. In the three and six months ended January 31, 2013, the Company recorded settlement related costs as well as legal and other professional fees, related to the Federal Securities Class Actions, Shareholder Derivative Lawsuits and Other Proceedings (see Note 14, Contingencies and Commitments, in the 2013 Form 10-K). The receipt of insurance claim payments partly offset these costs for the six months ended January 31, 2013.
Environmental matters: As discussed in Note 5, Contingencies and Commitments, in the six months ended January 31, 2014, the Company increased its previously established environmental reserve related to a matter in Pinellas Park, Florida.


11


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The following table summarizes the activity related to restructuring liabilities recorded for the Company’s structural cost improvement initiative which began in fiscal year 2012:
 
Severance
 
Other
 
Total
Original charge
$
61,852

 
$
3,448

 
$
65,300

Utilized
(27,365
)
 
(2,798
)
 
(30,163
)
Translation
(123
)
 
(47
)
 
(170
)
Balance at Jul 31, 2012
$
34,364

 
$
603

 
$
34,967

Additions
21,637

 
2,840

 
24,477

Utilized
(29,574
)
 
(1,936
)
 
(31,510
)
Reversal of excess reserves
(500
)
 
(57
)
 
(557
)
Translation
313

 
23

 
336

Balance at Jul 31, 2013
$
26,240

 
$
1,473

 
$
27,713

Additions
10,462

 
2,137

 
12,599

Utilized
(12,787
)
 
(1,592
)
 
(14,379
)
Reversal of excess reserves
(506
)
 
(118
)
 
(624
)
Translation
306

 
36

 
342

Balance at Jan 31, 2014
$
23,715

 
$
1,936

 
$
25,651

Excluded from the table above are restructuring liabilities relating to restructuring plans initiated in fiscal year 2010. At January 31, 2014, the balance of these liabilities was $216.

NOTE 7 – INCOME TAXES
The Company’s effective tax rates on continuing operations for the six months ended January 31, 2014 and January 31, 2013 were 22.8% and 18.1%, respectively. For the six months ended January 31, 2014, the effective tax rate varied from the U.S. federal statutory rate primarily due to the benefits of foreign operations. For the six months ended January 31, 2013, the effective tax rate varied from the U.S. federal statutory rate primarily due to the benefits of foreign operations and a net tax benefit of $7,757 primarily from the resolution of a U.S. tax audit partly offset by the establishment of deferred tax liabilities for the repatriation of foreign earnings.
During the six months ended January 31, 2013, the Company reached a final agreement with the Internal Revenue Service (“IRS”) resolving the outstanding tax positions for fiscal years ended 2006 through 2008. As a result, the Company reversed $10,193 of previously recorded liabilities related to tax and penalties, as well as $6,704 related to interest ($4,268 net of income tax cost) that were accrued but not assessed as part of the IRS agreement.
At January 31, 2014 and July 31, 2013, the Company had gross unrecognized income tax benefits of $211,463 and $203,376, respectively. During the six months ended January 31, 2014, the amount of gross unrecognized tax benefits increased by $8,087, primarily due to tax positions taken during the current period and the impact of foreign currency translation partially offset by the expiration of various foreign statutes of limitation. As of January 31, 2014, the amount of net unrecognized income tax benefits that, if recognized, would impact the effective tax rate was $163,188.
At January 31, 2014 and July 31, 2013, the Company had liabilities of $20,767 and $18,622, respectively, for potential payment of interest and penalties.
Due to the potential resolution of tax examinations and the expiration of various statutes of limitation, the Company believes that it is reasonably possible that the gross amount of unrecognized tax benefits may decrease within the next twelve months by a range of zero to $66,183.


12


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Subsequent to the balance sheet date, the Company received official notification of the resolution of a tax audit in the United Kingdom related to fiscal year 2010. This will result in the recognition of previously unrecognized income tax benefits of approximately $8,000 and a reversal of interest of approximately $1,000 in the Company’s third fiscal quarter ending April 30, 2014.

NOTE 8 – COMPONENTS OF NET PERIODIC PENSION COST
Net periodic pension benefit cost for the Company’s defined benefit pension plans includes the following components:
 
Three Months Ended
 
U.S. Plans
 
Foreign Plans
 
Total
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Service cost
$
2,170

 
$
2,647

 
$
997

 
$
1,161

 
$
3,167

 
$
3,808

Interest cost
3,027

 
2,618

 
4,321

 
4,048

 
7,348

 
6,666

Expected return on plan assets
(2,324
)
 
(2,384
)
 
(3,542
)
 
(4,118
)
 
(5,866
)
 
(6,502
)
Amortization of prior service cost/(credit)
395

 
393

 
(10
)
 
(15
)
 
385

 
378

Amortization of actuarial loss
1,345

 
2,411

 
1,425

 
1,412

 
2,770

 
3,823

Loss due to curtailments and settlements

 
17

 

 

 

 
17

Net periodic benefit cost
$
4,613

 
$
5,702

 
$
3,191

 
$
2,488

 
$
7,804

 
$
8,190

 
Six Months Ended
 
U.S. Plans
 
Foreign Plans
 
Total
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Service cost
$
4,340

 
$
5,295

 
$
1,993

 
$
2,350

 
$
6,333

 
$
7,645

Interest cost
6,055

 
5,235

 
8,525

 
8,066

 
14,580

 
13,301

Expected return on plan assets
(4,649
)
 
(4,767
)
 
(6,980
)
 
(8,221
)
 
(11,629
)
 
(12,988
)
Amortization of prior service cost/(credit)
790

 
786

 
(21
)
 
(32
)
 
769

 
754

Amortization of actuarial loss
2,689

 
4,822

 
2,811

 
2,812

 
5,500

 
7,634

Loss due to curtailments and settlements

 
33

 

 

 

 
33

Net periodic benefit cost
$
9,225

 
$
11,404

 
$
6,328

 
$
4,975

 
$
15,553

 
$
16,379


NOTE 9 – STOCK–BASED PAYMENT
The Company currently has four stock-based employee and director compensation award types (Restricted Stock Unit, Stock Option Plans, Management Stock Purchase Plan (“MSPP”), and Employee Stock Purchase Plan (“ESPP”)), which are more fully described in Note 15, Common Stock, to the consolidated financial statements included in the 2013 Form 10-K.


13


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The detailed components of stock-based compensation expense recorded in the condensed consolidated statements of earnings for the three and six months ended January 31, 2014 and January 31, 2013 are reflected in the table below:
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Restricted stock units
$
6,254

 
$
4,609

 
$
10,447

 
$
7,917

Stock options
1,965

 
1,544

 
3,486

 
2,678

MSPP
972

 
937

 
1,164

 
1,787

ESPP
273

 
302

 
498

 
690

      Total
$
9,464

 
$
7,392

 
$
15,595

 
$
13,072


NOTE 10 – EARNINGS PER SHARE
The condensed consolidated statements of earnings present basic and diluted earnings per share. Basic earnings per share is determined by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share considers the potential effect of dilution on basic earnings per share assuming potentially dilutive shares that meet certain criteria, such as those issuable upon exercise of stock options, were outstanding. The treasury stock method reduces the dilutive effect of potentially dilutive securities as it assumes that any cash proceeds (from the issuance of potentially dilutive securities) are used to buy back shares at the average share price during the period. Employee stock options and restricted stock units aggregating 506 and 1,254 shares were not included in the computation of diluted shares for the three months ended January 31, 2014 and January 31, 2013, respectively, because their effect would have been antidilutive. For the six months ended January 31, 2014 and January 31, 2013, 921 and 1,175 antidilutive shares, respectively, were excluded. The following is a reconciliation between basic shares outstanding and diluted shares outstanding:
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Basic shares outstanding
110,720

 
112,420

 
111,263

 
113,398

Effect of stock plans
1,260

 
1,389

 
1,269

 
1,386

Diluted shares outstanding
111,980

 
113,809

 
112,532

 
114,784


NOTE 11 – FAIR VALUE MEASUREMENTS
The Company records certain of its financial assets and liabilities at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
The current authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Authoritative guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Use of observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Use of inputs other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Use of inputs that are unobservable.


14


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The following table presents, for each of these hierarchy levels, the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of January 31, 2014:
 
Fair Value Measurements
 
As of
 
 
 
 
 
 
 
Jan 31, 2014
 
Level 1
 
Level 2
 
Level 3
Financial assets carried at fair value
 
 
 
 
 
 
 
Money market funds
$
2,469

 
$
2,469

 
$

 
$

Available-for-sale securities:
 
 
 
 
 
 
 
Equity securities
203

 
203

 

 

Debt securities:
 
 
 
 
 
 
 
Corporate
30,191

 

 
30,191

 

U.S. Treasury
10,793

 

 
10,793

 

Federal agency
18,574

 

 
18,574

 

Mortgage-backed
8,171

 

 
8,171

 

Commercial paper
700

 

 
700

 

Trading securities
216

 
216

 

 

Derivative financial instruments:
 
 
 
 
 
 
 
Foreign exchange forward contracts
4,512

 

 
4,512

 

Financial liabilities carried at fair value
 
 
 
 
 
 
 
Derivative financial instruments:
 
 
 
 
 
 
 
Foreign exchange forward contracts
1,683

 

 
1,683

 

The following table presents, for each of these hierarchy levels, the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of July 31, 2013:
 
Fair Value Measurements
 
As of
 
 
 
 
 
 
 
Jul 31, 2013
 
Level 1
 
Level 2
 
Level 3
Financial assets carried at fair value
 
 
 
 
 
 
 
Money market funds
$
6,404

 
$
6,404

 
$

 
$

Available-for-sale securities:
 
 
 
 
 
 
 

Equity securities
176

 
176

 

 

Debt securities:
 
 
 
 
 
 
 
Corporate
32,393

 

 
32,393

 

U.S. Treasury
11,543

 

 
11,543

 

Federal agency
20,642

 

 
20,642

 

Mortgage-backed
5,990

 

 
5,990

 

Trading securities
190

 
190

 

 

Derivative financial instruments:
 
 
 
 
 
 
 
Foreign exchange forward contracts
301

 

 
301

 

Financial liabilities carried at fair value
 
 
 
 
 
 
 
Derivative financial instruments:
 
 
 
 
 
 
 
Foreign exchange forward contracts
3,066

 

 
3,066

 



15


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The Company’s money market funds and equity securities are valued using quoted market prices and, as such, are classified within Level 1 of the fair value hierarchy.
The fair value of the Company’s investments in debt securities are valued utilizing third party pricing services and verified by management. The pricing services use inputs to determine fair value which are derived from observable market sources including reportable trades, benchmark curves, credit spreads, broker/dealer quotes, bids, offers, and other industry and economic events. These investments are included in Level 2 of the fair value hierarchy.
The fair values of the Company’s foreign currency forward contracts are valued using pricing models, with all significant inputs derived from or corroborated by observable market data such as yield curves, currency spot and forward rates, and currency volatilities. These investments are included in Level 2 of the fair value hierarchy.

NOTE 12 – INVESTMENT SECURITIES
The following is a summary of the Company’s available-for-sale investment securities by category which are classified within other non-current assets in the Company’s condensed consolidated balance sheets. Contractual maturity dates of debt securities held by the benefits protection trusts at January 31, 2014 range from 2014 to 2046.
 
Cost/
Amortized
Cost Basis
 
Fair Value
 
Gross
Unrealized
Holding
Gains
 
Gross
Unrealized
Holding
Losses
 
Net Unrealized
Holding
Gains/(Losses)
January 31, 2014
 
 
 
 
 
 
 
 
 
Equity securities
$
197

 
$
203

 
$
6

 
$

 
$
6

Debt securities:
 
 
 
 
 
 
 
 
 
Corporate
29,452

 
30,191

 
1,168

 
(429
)
 
739

U.S. Treasury
10,741

 
10,793

 
206

 
(154
)
 
52

Federal agency
17,978

 
18,574

 
1,002

 
(406
)
 
596

Mortgage-backed
7,997

 
8,171

 
189

 
(15
)
 
174

Commercial paper
699

 
700

 
1

 

 
1

 
$
67,064

 
$
68,632

 
$
2,572

 
$
(1,004
)
 
$
1,568

 
 
 
 
 
 
 
 
 
 
July 31, 2013
 
 
 
 
 
 
 
 
 
Equity securities
$
176

 
$
176

 
$

 
$

 
$

Debt securities:
 
 
 
 
 
 
 
 
 
Corporate
31,546

 
32,393

 
1,274

 
(427
)
 
847

U.S. Treasury
11,339

 
11,543

 
294

 
(90
)
 
204

Federal agency
19,810

 
20,642

 
1,131

 
(299
)
 
832

Mortgage-backed
5,752

 
5,990

 
238

 

 
238

 
$
68,623

 
$
70,744

 
$
2,937

 
$
(816
)
 
$
2,121



16


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The following table shows the gross unrealized losses and fair value of the Company’s available-for-sale investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
 
Less than 12 months
 
12 months or greater
 
Total
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
January 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
9,685

 
$
(429
)
 
$

 
$

 
$
9,685

 
$
(429
)
U.S. Treasury
4,328

 
(154
)
 

 

 
4,328

 
(154
)
Federal agency
3,785

 
(406
)
 

 

 
3,785

 
(406
)
Mortgage-backed
2,932

 
(15
)
 

 

 
2,932

 
(15
)
 
$
20,730

 
$
(1,004
)
 
$

 
$

 
$
20,730

 
$
(1,004
)
 
Less than 12 months
 
12 months or greater
 
Total
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
 
Gross
Unrealized
Holding
Losses
July 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
 
 
Corporate
10,990

 
(427
)
 

 

 
10,990

 
(427
)
U.S. Treasury
3,778

 
(90
)
 

 

 
3,778

 
(90
)
Federal agency
3,701

 
(299
)
 

 

 
3,701

 
(299
)
 
$
18,469

 
$
(816
)
 
$

 
$

 
$
18,469

 
$
(816
)
The following table shows the proceeds and gross gains and losses from the sale of available-for-sale investments for the three and six months ended January 31, 2014 and January 31, 2013:
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Proceeds from sales
$
2,558

 
$
6,689

 
$
3,058

 
$
12,286

Realized gross gains on sales
84

 
160

 
84

 
352

Realized gross losses on sales
99

 
3

 
100

 
5

The following is a summary of the Company’s trading securities by category which are classified within other non-current assets in the Company’s condensed consolidated balance sheets.
 
Jan 31, 2014
 
Jul 31, 2013
Equity securities
$
216

 
$
190

Total trading securities
$
216

 
$
190



17


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The following table shows the net gains and losses recognized on trading securities for the three and six months ended January 31, 2014 and January 31, 2013:
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Gains, net recognized for securities held
$
7

 
$

 
$
23

 
$

Gains, net recognized for securities sold

 

 

 

Total gains, net recognized
$
7

 
$

 
$
23

 
$


NOTE 13 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company manages certain financial exposures through a risk management program that includes the use of foreign exchange derivative financial instruments. Derivatives are executed with counterparties with a minimum credit rating of “A” by Standard & Poors and “A2” by Moody’s Investor Services, in accordance with the Company’s policies. The Company does not utilize derivative instruments for trading or speculative purposes. As of January 31, 2014, the Company had foreign currency forward contracts outstanding with notional amounts aggregating $477,156, whose fair values were a net asset of $2,829.
Foreign Exchange Related:
a. Derivatives Not Designated as Hedging Instruments
The risk management objective of holding foreign exchange derivatives is to mitigate volatility to earnings and cash flows due to changes in foreign exchange rates. The Company and its subsidiaries conduct transactions in currencies other than their functional currencies. These transactions include non-functional intercompany and external sales as well as intercompany and external purchases. The Company uses foreign exchange forward contracts, matching the notional amounts and durations of the receivables and payables resulting from the aforementioned underlying foreign currency transactions, to mitigate the exposure to earnings and cash flows caused by the changes in fair value of these receivables and payables from fluctuating foreign exchange rates. The notional amount of foreign currency forward contracts not designated as hedging instruments entered into during the three and six months ended January 31, 2014 was $607,273 and $1,181,442, respectively. The notional amount of foreign currency forward contracts outstanding that were not designated as hedging instruments as of January 31, 2014 was $369,219.
b. Cash Flow Hedges
The Company uses foreign exchange forward contracts for cash flow hedging on its future transactional exposure to the Euro due to changes in market rates to exchange Euros for British Pounds. The hedges cover a British subsidiary (British Pound functional) with Euro revenues and a Swiss subsidiary (Euro functional) with British Pound expenses. The probability of the occurrence of these transactions is high and the Company’s assessment is based on observable facts including the frequency and amounts of similar past transactions. The objective of the cash flow hedges is to lock the British Pound equivalent amount of Euro sales for the British subsidiary and the Euro equivalent amount of British Pound expenses for the Swiss subsidiary at the agreed upon exchange rates in the foreign exchange forward contracts. The notional amount of foreign currency forward contracts designated as hedging instruments entered into during the three and six months ended January 31, 2014 was $54,767. The notional amount of foreign currency forward contracts outstanding designated as hedging instruments as of January 31, 2014 was $107,937 and covers certain monthly transactional exposures through February 2015.
c. Net Investment Hedges
The risk management objective of designating the Company’s foreign currency loan as a hedge of a portion of its net investment in a wholly owned Japanese subsidiary is to mitigate the change in the fair value of the Company’s net investment due to changes in foreign exchange rates. The Company uses a JPY loan outstanding to hedge its equity of the same amount in the Japanese wholly owned subsidiary. The hedge of net investment consists of a JPY 9 billion loan.


18


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The fair values of the Company’s derivative financial instruments included in the condensed consolidated balance sheets are presented as follows:
 
Asset Derivatives
 
Liability Derivatives
January 31, 2014
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other current assets
 
$
3,567

 
Other current liabilities
 
$
4

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other current assets
 
$
945

 
Other current liabilities
 
$
1,679

Total derivatives
 
 
$
4,512

 
 
 
$
1,683

Nonderivative instruments designated as hedging instruments
 
 
 
 
 
 
 
Net investment hedge
 
 
 
 
Long-term debt, net of current portion
 
$
87,624

 
Asset Derivatives
 
Liability Derivatives
July 31, 2013
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other current assets
 
$

 
Other current liabilities
 
$
1,941

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other current assets
 
$
301

 
Other current liabilities
 
$
1,125

Total derivatives
 
 
$
301

 
 
 
$
3,066

Nonderivative instruments designated as hedging instruments
 
 
 
 
 
 
 
Net investment hedge
 
 
 
 
Long-term debt, net of current portion
 
$
91,800

The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments for the three and six months ended January 31, 2014 and January 31, 2013 are presented as follows:
 
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion) (a)
 
Three Months Ended
 
 
 
Three Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
 
 
Jan 31, 2014
 
Jan 31, 2013
Derivatives in cash flow hedging relationships
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
$
3,489

 
$
(1,825
)
 
Net sales
 
$
113

 
$
(296
)
 
 
 
 
 
Cost of sales
 
(46
)
 
(170
)
Total derivatives
$
3,489

 
$
(1,825
)
 
 
 
$
67

 
$
(466
)


19


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

 
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion) (a)
 
Six Months Ended
 
 
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
 
 
Jan 31, 2014
 
Jan 31, 2013
Derivatives in cash flow hedging relationships
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
$
5,310

 
$
(3,777
)
 
Net sales
 
$
112

 
$
(387
)
 
 
 
 
 
Cost of sales
 
(866
)
 
(170
)
Total derivatives
$
5,310

 
$
(3,777
)
 
 
 
$
(754
)
 
$
(557
)
(a)
There were no gains or losses recognized in earnings related to the ineffective portion of the hedging relationship or related to the amount excluded from the assessment of hedge effectiveness for the three and six months ended January 31, 2014 and January 31, 2013.
The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments for the three and six months ended January 31, 2014 and January 31, 2013 are presented as follows:
 
 
 
Amount of Gain or (Loss) Recognized in
Earnings on Derivatives
 
 
 
Three Months Ended
 
Six Months Ended
 
Location of Gain or (Loss) Recognized in Earnings on Derivatives
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Derivatives not designated as hedging relationships
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Selling, general and administrative expenses
 
$
(2,792
)
 
$
(7,388
)
 
$
(2,343
)
 
$
(9,826
)


20


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The amounts of the gains and losses related to the Company’s nonderivative financial instruments designated as hedging instruments for the three and six months ended January 31, 2014 and January 31, 2013 are presented as follows:
 
Amount of Gain or (Loss)
Recognized in OCI on Derivatives
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
 
Amount of Gain or (Loss) Reclassified from
Accumulated OCI into Earnings
(Effective Portion) (b)
 
Three Months Ended
 
 
 
Three Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
 
 
Jan 31, 2014
 
Jan 31, 2013
Nonderivatives designated as hedging relationships
 
 
 
 
 
 
 
 
 
Net investment hedge
$
(3,735
)
 
$
9,100

 
N/A
 
$

 
$

 
Amount of Gain or (Loss)
Recognized in OCI on Derivatives
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified
from Accumulated
OCI into Earnings
(Effective Portion)
 
Amount of Gain or (Loss) Reclassified from
Accumulated OCI into Earnings
(Effective Portion) (b)
 
Six Months Ended
 
 
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
 
 
Jan 31, 2014
 
Jan 31, 2013
Nonderivatives designated as hedging relationships
 
 
 
 
 
 
 
 
 
Net investment hedge
$
(4,176
)
 
$
10,437

 
N/A
 
$

 
$

(b)
There were no gains or losses recognized in earnings related to the ineffective portion of the hedging relationship or related to the amount excluded from the assessment of hedge effectiveness for the three and six months ended January 31, 2014 and January 31, 2013.

NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in accumulated other comprehensive income by component are presented below:
 
Foreign Currency Translation
 
Defined Benefit Pension Plan
 
Unrealized investment gains/(losses)
 
Unrealized gains/(losses) on derivatives
 
Accumulated other comprehensive income/(loss)
Balance at July 31, 2013
$
84,598

 
$
(125,211
)
 
$
2,123

 
$
(2,302
)
 
$
(40,792
)
Other comprehensive income/(loss) before reclassifications
21,289

 

 
(450
)
 
4,817

 
25,656

Amounts reclassified from accumulated other comprehensive income (loss)

 
4,330

 
76

 
764

 
5,170

Foreign exchange adjustments and other

 
(4,995
)
 

 

 
(4,995
)
Balance at January 31, 2014
$
105,887

 
$
(125,876
)
 
$
1,749

 
$
3,279

 
$
(14,961
)


21


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

Reclassifications out of accumulated other comprehensive income are presented below:
 
Three Months Ended
 
Six Months Ended
 
Affected line item in the Condensed Consolidated Statement of Earnings
 
Jan 31, 2014
 
Jan 31, 2014
 
Defined Benefit Pension Plan
 
 
 
 
 
Amortization of prior service cost
$
(385
)
 
$
(769
)
 
Note (a)
Recognized actuarial gain/(loss)
(2,770
)
 
(5,500
)
 
Note (a)
Total before tax
(3,155
)
 
(6,269
)
 
 
Tax benefit
974

 
1,939

 
 
Net of tax
$
(2,181
)
 
$
(4,330
)
 
 
 
 
 
 
 
 
Unrealized investment gains/(losses)
 
 
 
 
 
Realized investment gain/(losses)
$
(62
)
 
$
(119
)
 
Selling, general and administrative
Tax (expense)/benefit
23

 
43

 
 
Net of tax
$
(39
)
 
$
(76
)
 
 
 
 
 
 
 
 
Unrealized gains/(losses) on derivatives
 
 
 
 
 
Foreign exchange forward contracts
$
113

 
$
112

 
Sales
Foreign exchange forward contracts
(46
)
 
(866
)
 
Cost of sales
Total before tax
67

 
(754
)
 
 
Tax benefit
(24
)
 
(10
)
 
 
Net of tax
$
43

 
$
(764
)
 
 
(a)
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 8, Components of Net Periodic Pension Cost, for additional details).



22


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

NOTE 15 – SEGMENT INFORMATION
The Company’s reportable segments, which are also its operating segments, consist of the Company’s Life Sciences and Industrial businesses.
The following table presents sales and segment profit from continuing operations by business segment reconciled to earnings from continuing operations before income taxes for the three and six months ended January 31, 2014 and January 31, 2013.
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
SALES:
 
 
 
 
 
 
 
Life Sciences
$
353,230

 
$
329,182

 
$
672,176

 
$
629,133

Industrial
323,739

 
333,273

 
634,572

 
660,922

Total
$
676,969

 
$
662,455

 
$
1,306,748

 
$
1,290,055

SEGMENT PROFIT:
 
 
 
 
 
 
 
Life Sciences
$
90,856

 
$
82,477

 
$
163,901

 
$
152,319

Industrial
46,891

 
48,104

 
97,373

 
100,870

Total segment profit
137,747

 
130,581

 
261,274

 
253,189

Corporate Services Group
14,766

 
18,026

 
30,730

 
32,091

ROTC
9,170

 
4,399

 
18,368

 
8,673

Interest expense, net
5,195

 
6,017

 
11,172

 
5,449

Earnings from continuing operations before income taxes
$
108,616

 
$
102,139

 
$
201,004

 
$
206,976


NOTE 16 – DISCONTINUED OPERATIONS
On April 28, 2012, the Company entered into an asset purchase agreement (“APA”) to sell certain assets of its blood collection, filtration and processing product line (the “Product Line”) to Haemonetics Corporation (“Haemonetics”) for approximately $550,000. The transaction involved the transfer of manufacturing facilities and equipment in Covina, California; Tijuana, Mexico; Ascoli, Italy and a portion of the Company’s operations in Fajardo, Puerto Rico. In addition to the manufacturing facilities and related equipment, the Company transferred Product Line related inventory and intangible assets. Haemonetics also assumed certain employee-related liabilities. The sale closed on August 1, 2012, and approximately 1,400 employees transitioned to Haemonetics at that time.
Separate from these manufacturing facilities, the Company also agreed to transfer related blood media manufacturing capabilities and assets to Haemonetics. The transfer of the related media lines is expected to be completed by calendar year 2016. Until that time, the Company is providing these media products to Haemonetics under a supply agreement. Under the terms of the APA, approximately $535,000 was paid upon closing, with the balance of the purchase price payable upon the Company’s delivery of the aforementioned blood media manufacturing capability and related assets.
The Product Line, which was a component of the Company’s Life Sciences segment, met the criteria for discontinued operations and held for sale presentation during the third quarter of fiscal year 2012 and has been reported as a discontinued operation in the Company’s condensed consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.


23


PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)

The key components of discontinued operations for the three and six months ended January 31, 2013 were as follows:
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2013
 
Jan 31, 2013
Net sales
$
5,496

 
$
8,523

 
 
 
 
Earnings/(loss) from discontinued operations before income taxes
$
(5,663
)
 
$
394,321

Provision/(benefit) for income taxes
(2,114
)
 
147,563

Earnings/(loss) from discontinued operations, net of income taxes
$
(3,549
)
 
$
246,758

Included in earnings from discontinued operations before income taxes above are a (loss)/gain on the sale of the Product Line of $(2,945) and $397,338, respectively, for the three and six months ended January 31, 2013.

NOTE 17 - SUBSEQUENT EVENT
On February 20, 2014 (the “Closing Date”), the Company acquired the Life Sciences business of ATMI, Inc (“ATMI LifeSciences”). ATMI LifeSciences is a technology leader in the field of single-use bioprocess equipment and consumables for the biopharmaceutical and biotechnology industries. The acquisition includes the ATMI LifeSciences portfolio of custom-engineered, flexible packaging solutions, single-use storage systems, mixers and bioreactors. On the Closing Date, the Company paid a cash purchase price of $185,000, subject to a post closing working capital adjustment.



24



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read together with the accompanying condensed consolidated financial statements and notes thereto and other financial information in this Form 10-Q and in the Pall Corporation and its subsidiaries (hereinafter collectively referred to as the “Company”, “we” and “our”) Annual Report on Form 10-K for the fiscal year ended July 31, 2013 (“2013 Form 10-K”). Certain information is presented below excluding the impact of foreign exchange translation (“translational FX”) (i.e., had exchange rates not changed year over year). We consider year over year change excluding translational FX to be an important measure because by excluding the impact of volatility of exchange rates, underlying impact of volume and rate changes are evident. United States (“U.S.”) Dollar amounts discussed below are in thousands, unless otherwise indicated, except per share dollar amounts. In addition, per share dollar amounts are discussed on a diluted basis. Our gross margin is impacted by the fluctuation of the costs of products that are sourced in a currency different from the currency they are sold in (“transactional FX”) and our discussion of gross margin below may include references to this. We utilize certain estimates and assumptions that affect the reported financial information as well as to quantify the impact of various significant factors that contribute to the changes in our periodic results included in the discussion below.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
The matters discussed in this Quarterly Report contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. All statements regarding future performance, earnings projections, earnings guidance, management’s expectations about our 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 “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.
Our 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 our forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in Part I-Item 1A.-Risk Factors in the 2013 Form 10-K, and other reports we file with the Securities and Exchange Commission, including: the impact of disruptions in the supply of raw materials and key components from suppliers, including limited or single source suppliers; the impact of terrorist acts, conflicts and wars or natural disasters; the extent to which special U.S. and foreign government laws and regulations may expose us to liability or impair our ability to compete in international markets; the impact of economic, political, social and regulatory instability in emerging markets, and other risks characteristic of doing business in emerging markets; fluctuations in foreign currency exchange rates and interest rates; the impact of a significant disruption in, or breach in security of, our information technology systems, or the failure to implement, manage or integrate new systems, software or technologies successfully; our ability to successfully complete or integrate acquisitions; our ability to develop innovative and competitive new products; the impact of global and regional economic conditions and legislative, regulatory and political developments; our ability to comply with a broad array of regulatory requirements; the loss of one or more members of our senior management team and our ability to recruit and retain qualified management personnel; changes in the demand for our products and the maintenance of business relationships with key customers; changes in product mix and product pricing, particularly with respect to systems products and associated hardware and devices for our consumable filtration products; product defects and unanticipated use or inadequate disclosure with respect to our products; our ability to deliver our backlog on time; increases in manufacturing and operating costs and/or our ability to achieve the savings anticipated from our structural cost improvement initiatives; the impact of environmental, health and safety laws and regulations and violations; our ability to enforce patents or protect proprietary products and manufacturing techniques; costs and outcomes of pending or future litigation and the availability of insurance or indemnification rights; changes in our effective tax rate; our ability to compete effectively in domestic and global markets; and the effect of the restrictive covenants in our debt facilities. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We make these statements as of the date of this disclosure and undertake no obligation to update them, whether as a result of new information, future developments or otherwise.


25



OVERVIEW
We are a leading supplier of filtration, separation and purification technologies. Our products are used to remove solid, liquid and gaseous contaminants from a variety of liquids and gases, and are principally made by us, using our engineering capability, fluid management expertise, proprietary filter media and manufacturing expertise. Our products primarily consist of consumable filtration products and filtration systems.
We serve customers through two businesses globally: Life Sciences and Industrial. The Life Sciences business group serves customers in the BioPharmaceutical, Food & Beverage and Medical markets. The Industrial business group serves customers in the Process Technologies, Aerospace and Microelectronics markets. We operate globally in three geographic regions: the Americas; Europe (in which we include the Middle East and Africa); and Asia.
Our reporting currency is the U.S. Dollar. Because we operate through subsidiaries or branches that transact in over thirty foreign currencies around the world, our earnings are exposed to translation risk when the financial statements of the subsidiaries or branches, as stated in their functional currencies, are translated into the U.S. Dollar. We estimate that translational FX decreased sales by approximately $13,200 and earnings per share by approximately 4 cents in the three months ended January 31, 2014 when compared to the three months ended January 31, 2013. We estimate that translational FX decreased sales by approximately $20,800 and earnings per share by approximately 6 cents in the six months ended January 31, 2014 when compared to the six months ended January 31, 2013.
On August 1, 2012, we sold our blood collection, filtration and processing product line (the “Blood Product Line”) to Haemonetics Corporation for $550,000. We received a total of approximately $535,000 upon closing, with the balance payable upon transfer of related blood media manufacturing capabilities and assets. The Blood Product Line was a component of our Life Sciences segment and has been reported as a discontinued operation for all periods presented.
During the first six months of fiscal year 2014, we completed the acquisitions of Medistad Holding BV (“Medistad”) and SoloHill Engineering, Inc. (“SoloHill”). These acquisitions did not have a material impact on our results from operations or financial position.
RESULTS FROM CONTINUING OPERATIONS
Net Sales
 
 
Three Months Ended
 
Six Months Ended
By Segment
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Life Sciences
 
$
353,230

 
 
$
329,182

 
 
$
672,176

 
 
$
629,133

 
Industrial
 
323,739

 
 
333,273

 
 
634,572

 
 
660,922

 
Total Sales
 
$
676,969

 
 
$
662,455

 
 
$
1,306,748

 
 
$
1,290,055

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
By Product
 
Jan 31, 2014


Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Consumables
 
$
589,301

 
 
$
572,224

 
 
$
1,139,970

 
 
$
1,124,654

 
Systems
 
87,668

 
 
90,231

 
 
166,778

 
 
165,401

 
Total Sales
 
$
676,969

 
 
$
662,455

 
 
$
1,306,748

 
 
$
1,290,055

 
 
 
 
 
 
 
 
 
 
 
 
 
 
The percentage change in sales for the three and six months ended January 31, 2014 compared to the three and six months ended January 31, 2013 by segment, with and without the impact of translational FX, are presented below:
 
Three Months
 
 
Six Months
 
By Segment
% Change excluding translational FX


Translational FX

 
Total % Change

 
 
% Change excluding translational FX


Translational FX

 
Total % Change

 
Life Sciences
8.3

 
(1.0
)
 
7.3

 
 
7.5

 
(0.7
)
 
6.8

 
Industrial
0.1

 
(3.0
)
 
(2.9
)
 
 
(1.5
)
 
(2.5
)
 
(4.0
)
 
Total
4.2

 
(2.0
)
 
2.2

 
 
2.9

 
(1.6
)
 
1.3

 


26



The percentage change in sales for the three and six months ended January 31, 2014 compared to the three and six months ended January 31, 2013 by product, with and without the impact of translational FX, are presented below:
 
Three Months
 
 
Six Months
 
By Product
% Change excluding translational FX


Translational FX

 
Total % Change

 
 
% Change excluding translational FX


Translational FX

 
Total % Change

 
Consumables
4.7

 
(1.7
)
 
3.0

 
 
2.9

 
(1.5
)
 
1.4

 
Systems
0.6

 
(3.4
)
 
(2.8
)
 
 
2.7

 
(1.9
)
 
0.8

 
Total
4.2

 
(2.0
)
 
2.2

 
 
2.9

 
(1.6
)
 
1.3

 
Three Months
Total sales increased approximately 4% (excluding translational FX) reflecting growth in all markets in the Life Sciences segment and in the Microelectronics market in the Industrial segment, partly offset by declines in the Process Technologies and Aerospace markets in the Industrial segment. More details regarding sales by segment can be found in the discussions under the section “Segment Review.”
The approximate 5% increase in consumables sales (excluding translational FX) reflects solid growth in the Medical and BioPharmaceuticals markets in the Life Sciences segment, and in the Microelectronics market in the Industrial segment, partly offset by a decline in the Aerospace market in the Industrial segment. Consumables sales in the Food & Beverage market in the Life Sciences segment and in the Process Technologies market in the Industrial segment were flat. Increased pricing contributed approximately $4,300, or about 70 basis points, to consumables sales growth, reflecting increases in both segments.
The slight increase in system sales (excluding translational FX) reflects increases in capital spend in the Life Sciences segment, largely offset by timing of capital projects, principally in the Fuels & Chemicals submarket which is part of the Process Technologies market in the Industrial segment.
Six Months
Total sales increased approximately 3% (excluding translational FX) reflecting the same trend evident in the three months as discussed above.
The approximate 3% increase in consumables sales (excluding translational FX) reflects solid growth in the Life Sciences segment, in all three markets, and in the Microelectronics market in the Industrial segment, partly offset by declines in the Process Technologies and Aerospace markets. Increased pricing contributed approximately $7,400, or about 70 basis points, to consumables sales growth, reflecting increases in both segments.
The increase in system sales of approximately 3% (excluding translational FX) reflects increases in capital spend in the Life Sciences segment, partly offset by a slight decline in the Industrial segment mainly due to timing of projects in the Fuels & Chemicals submarket which is part of the Process Technologies market.
Gross Margin
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014


Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Gross Profit
 
$
344,259

 
 
$
341,963

 
 
$
669,973

 
 
$
669,046

 
% of sales
 
50.9

 
 
51.6

 
 
51.3

 
 
51.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
% Change
 
0.7

 
 
 
 
 
0.1

 
 
 
 
Three Months
The decrease in overall gross margin of 70 basis points primarily reflects the impact of transactional FX (principally Yen related), lower systems margins and lower gross margin rates from the Medistad acquisition, partly offset by improved pricing. More details regarding gross margin can be found in the discussions under the section “Segment Review.”


27



Six Months
The decrease in overall gross margin of 60 basis points primarily reflects the same factors discussed above for the three months.
Selling, General and Administrative
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Selling, general and administrative
 
$
196,299

 
 
$
206,009

 
 
$
391,183

 
 
$
401,974

 
% of sales
 
29.0

 
 
31.1

 
 
29.9

 
 
31.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
% Change
 
(4.7
)
 
 
 
 
 
(2.7
)
 
 
 
 
Three Months
The decrease in selling, general and administrative expenses (“SG&A”) as a percent of sales of 210 basis points reflects savings generated by our structural cost improvement initiative as well as timing of certain selling expenses. These decreases were partly offset by:
select investments in high growth markets; and
inflationary increases in payroll and related costs.
Six Months
The decrease in SG&A as a percent of sales of 130 basis points reflects the same factors as discussed above in the three months.
Research & Development
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Research and development
 
$
24,979

 
 
$
23,399

 
 
$
48,246

 
 
$
45,974

 
% of sales
 
3.7

 
 
3.5

 
 
3.7

 
 
3.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
% Change
 
6.8

 
 
 
 
 
4.9

 
 
 
 
Three Months
The increase in research and development expenses (“R&D”), reflects our strategy to increase innovation investment in the Life Sciences and Industrial segments. This was driven by our focus on new product development and development of our media and instrumentation capabilities.
Six Months
The increase in R&D reflects the same factors as discussed above in the three months.
Restructuring and Other Charges, Net
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Restructuring and other charges, net
 
$
9,170

 
 
$
4,399

 
 
$
18,368

 
 
$
8,673

 
In fiscal year 2012, we announced a multi-year strategic cost reduction initiative (“structural cost improvement initiative”). This initiative impacts both segments as well as the Corporate Services Group. Our goal is to properly position our cost structure globally to perform in the current economic environment without adversely impacting our growth or innovation potential.


28



Key components of the structural cost improvement initiative include:
the strategic alignment of our manufacturing, sales and R&D facilities to cost-effectively deliver high-quality products and superior service to our customers worldwide,
creation of regional shared financial services centers for the handling of accounting transaction processing and other accounting functions,
reorganization of sales functions, to more cost- efficiently deliver superior service to our customers globally, and
reductions in headcount across all functional areas, enabled by efficiencies gained through our ERP systems, as well as in order to align to economic conditions.
The structural cost improvement initiative is expected to generate $100,000 in annualized cost savings over a three year period, which will allow us to invest in resources where needed. Approximately half of the targeted $100,000 annualized savings were achieved by the end of fiscal year 2013. We expect to achieve the remainder of our target savings ratably in fiscal years 2014 and 2015. We expect to fund these restructuring activities with cash flows generated from operating activities.
Restructuring and other charges (“ROTC”) in the three and six months ended January 31, 2014 primarily reflect the expenses incurred in connection with our structural cost improvement initiative, as discussed above, including severance costs of $7,347 and $10,462 in the three and six months ended January 31, 2014, respectively. In addition, the six months ended January 31, 2014 includes an increase of $4,440 to our previously established environmental reserves related to a matter in Pinellas Park, Florida.
ROTC in the three and six months ended January 31, 2013 primarily reflect the expenses incurred in connection with our structural cost improvement initiative, as discussed above, including severance costs of $1,916 and $5,195 in the three and six months ended January 31, 2013, respectively.
The details of ROTC, as well as the activity related to restructuring liabilities that were recorded related to our structural cost improvement initiative, can be found in Note 6, Restructuring and Other Charges, Net, to the accompanying condensed consolidated financial statements.
Interest Expense, Net
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Interest expense, net
 
$
5,195

 
 
$
6,017

 
 
$
11,172

 
 
$
5,449

 
Three Months
The decrease in net interest expense of $822 in the three months was primarily driven by a reduction in income tax related interest expense.
Six Months
Interest expense, net, in the six months ended January 31, 2013 reflects the reversal of accrued interest of $6,704, related to the resolution of a U.S. tax audit. Excluding this benefit, interest expense, net, in the six months ended January 31, 2013 would have been $12,153. The resulting decrease in net interest expense of $981 was primarily driven by a reduction in other income tax related interest expense (excluding the item referenced above).
Income Taxes
 
 
Three Months Ended
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Income taxes
 
$
24,950

 
 
$
21,820

 
 
$
45,825

 
 
$
37,492

 
Effective tax rate (%)
 
23.0

 
 
21.4

 
 
22.8

 
 
18.1

 
Our effective tax rate for the three months ended January 31, 2014 and 2013 was 23.0% and 21.4%, respectively. Our effective tax rate for the six months ended January 31, 2014 and 2013 was 22.8% and 18.1%, respectively. The effective tax rate for the six months ended January 31, 2013 reflects a net tax benefit of $7,757 primarily from the resolution of a U.S. tax audit partly offset by the establishment of deferred tax liabilities for the repatriation of foreign earnings. Excluding these impacts, as well as the impact of ROTC discussed above, the effective tax rate for the six months ended January 31, 2014 and 2013 would have been 22.1% and 22.5%, respectively.


29



We expect our effective tax rate for the full fiscal year 2014 to be approximately 22.5%, exclusive of the impact of ROTC and discrete items. The actual effective tax rate for the full fiscal year 2014 may differ materially based on several factors, including the geographical mix of earnings in tax jurisdictions, enacted tax laws, the resolution of tax audits, the timing and amount of foreign dividends, state and local taxes, the ratio of permanent items to pretax book income, and the implementation of various global tax strategies as well as other factors.
Net Earnings
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Net Earnings
$
83,666

 
 
$
80,319

 
 
$
155,179

 
 
$
169,484

 
Diluted earnings per share
$
0.75

 
 
$
0.70

 
 
$
1.38

 
 
$
1.48

 
Three Months
We estimate that translational FX decreased earnings per share by approximately 4 cents in the three months ended January 31, 2014 when compared to the three months ended January 31, 2013. The decrease in share count increased diluted earnings per share by approximately 1 cent.
Six Months
We estimate that translational FX decreased earnings per share by approximately 6 cents in the six months ended January 31, 2014 when compared to the six months ended January 31, 2013. The decrease in share count increased diluted earnings per share by approximately 3 cents.
RESULTS FROM DISCONTINUED OPERATIONS
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Sales
$

 
 
$
5,496

 
 
$

 
 
$
8,523

 
Net Earnings
$

 
 
$
(3,549
)
 
 
$

 
 
$
246,758

 
Diluted Earnings per share
$

 
 
$
(0.03
)
 
 
$

 
 
$
2.15

 
Net earnings in the six months ended January 31, 2013 reflects the gain on the sale of the Blood Product Line. More details regarding discontinued operations can be found in Note 16, Discontinued Operations, to the accompanying condensed consolidated financial statements.


30



SEGMENT REVIEW
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
Sales:
 
 
 
 
 
 
 
Life Sciences
$
353,230

 
$
329,182

 
$
672,176

 
$
629,133

Industrial
323,739

 
333,273

 
634,572

 
660,922

Total
$
676,969

 
$
662,455

 
$
1,306,748

 
$
1,290,055

Segment profit:
 
 
 
 
 
 
 
Life Sciences segment profit
$
90,856

 
$
82,477

 
$
163,901

 
$
152,319

Industrial segment profit
46,891

 
48,104

 
97,373

 
100,870

Total segment profit
137,747

 
130,581

 
261,274

 
253,189

Corporate Services Group
14,766

 
18,026

 
30,730

 
32,091

ROTC
9,170

 
4,399

 
18,368

 
8,673

Interest expense, net
5,195

 
6,017

 
11,172

 
5,449

Earnings before income taxes from continuing operations
$
108,616

 
$
102,139

 
$
201,004

 
$
206,976

 
 
 
 
 
 
 
 
Life Sciences
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
% of
Sales
 
Jan 31, 2013
 
% of
Sales
 
Jan 31, 2014
 
% of
Sales
 
Jan 31, 2013
 
% of
Sales
Sales
$
353,230

 
 
 
$
329,182

 
 
 
$
672,176

 
 
 
$
629,133

 
 
Cost of sales
153,167

 
43.4
 
137,046

 
41.6
 
290,034

 
43.1
 
261,043

 
41.5
Gross margin
200,063

 
56.6
 
192,136

 
58.4
 
382,142

 
56.9
 
368,090

 
58.5
SG&A
92,959

 
26.3
 
94,414

 
28.7
 
187,050

 
27.8
 
185,319

 
29.5
R&D
16,248

 
4.6
 
15,245

 
4.6
 
31,191

 
4.6
 
30,452

 
4.8
Segment profit
$
90,856

 
25.7
 
$
82,477

 
25.1
 
$
163,901

 
24.4
 
$
152,319

 
24.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
SALES:
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
By Market and Product
 
 
 
 
 
 
 
BioPharmaceuticals
$
218,625

 
$
201,657

 
$
414,743

 
$
388,898

Food & Beverage
44,054

 
45,287

 
87,623

 
86,833

Medical
56,660

 
53,292

 
112,377

 
100,874

Total Consumables sales
$
319,339

 
$
300,236

 
$
614,743

 
$
576,605

Systems Sales
33,891

 
28,946

 
57,433

 
52,528

Total Life Sciences Sales
$
353,230

 
$
329,182

 
$
672,176

 
$
629,133

 
 
 
 
 
 
 
 
By Region
 
 
 
 
 
 
 
Americas
$
102,313

 
$
104,018

 
$
200,089

 
$
201,816

Europe
186,825

 
159,360

 
348,755

 
303,025

Asia
64,092

 
65,804

 
123,332

 
124,292

Total Life Sciences Sales
$
353,230

 
$
329,182

 
$
672,176

 
$
629,133

 
 
 
 
 
 
 
 


31



The percentage change in sales for the three and six months ended January 31, 2014 compared to the three and six months ended January 31, 2013, with and without the impact of translational FX, are presented below:
 
Three Months
 
Six Months
SALES % CHANGE
% Change excluding translational FX


Translational FX

 
Total % Change

 
% Change excluding translational FX


Translational FX

 
Total % Change

By Market and Product
 
 
 
 
 
 
 
 
 
 
 
BioPharmaceuticals
9.1

 
(0.7
)
 
8.4

 
7.3

 
(0.7
)
 
6.6

Food & Beverage
(0.4
)
 
(2.3
)
 
(2.7
)
 
2.7

 
(1.8
)
 
0.9

Medical
6.6

 
(0.3
)
 
6.3

 
11.3

 
0.1

 
11.4

Total Consumables sales
7.2

 
(0.8
)
 
6.4

 
7.3

 
(0.7
)
 
6.6

Systems Sales
20.0

 
(2.9
)
 
17.1

 
10.5

 
(1.2
)
 
9.3

Total Life Sciences Sales
8.3

 
(1.0
)
 
7.3

 
7.5

 
(0.7
)
 
6.8

 
 
 
 
 
 
 
 
 
 
 
 
By Region

 

 

 

 

 

Americas
0.7

 
(2.3
)
 
(1.6
)
 
1.0

 
(1.9
)
 
(0.9
)
Europe
14.2

 
3.0

 
17.2

 
11.4

 
3.7

 
15.1

Asia
6.3

 
(8.9
)
 
(2.6
)
 
8.9

 
(9.7
)
 
(0.8
)
Total Life Sciences Sales
8.3

 
(1.0
)
 
7.3

 
7.5

 
(0.7
)
 
6.8

Three Months
The acquisitions of Medistad and SoloHill contributed approximately 160 basis points to Life Sciences consumables sales growth compared to last year.
BioPharmaceuticals consumables sales growth reflect overall market strength, particularly in Europe and Asia, growth in single use systems and new products, augmented by acquisitions as discussed above.
Food & Beverage consumables sales were flat (excluding translational FX) primarily due to softness in beer and wine production in Europe, offset by strong sales across Asia.
Medical consumables sales growth reflects the impact of the acquisition of Medistad, as discussed above and growth in the Hospital Critical Care market driven by water products, partly offset by lower blood media sales.
Life Sciences systems sales growth reflects increased capital spending by BioPharmaceuticals and Food & Beverage customers .
Life Sciences segment profit grew 10.2%. Translational FX negatively impacted the segment profit growth by approximately 210 basis points. Segment profit margin increased 60 basis points driven by the benefit from increased leverage of fixed cost SG&A on an increasing sales base, partly offset by a decline in gross margin. The 180 basis point decline in gross margin is primarily due to unfavorable transactional FX (principally Yen related), lower systems margin rates and lower gross margin rates from the Medistad acquisition, partly offset by the benefit of favorable pricing.
Six Months
The acquisitions of Medistad and SoloHill contributed approximately 190 basis points to Life Sciences consumables sales growth compared to last year.
BioPharmaceuticals consumables sales growth reflect overall market strength, particularly in Europe and Asia, growth in single use systems and new products, augmented by acquisitions as discussed above.
Food & Beverage consumables sales growth (excluding translational FX) was driven by strength in Asia.
Medical consumables sales growth reflects an increase in sales to OEMs, augmented by the acquisition of Medistad as discussed above, and growth in the Hospital Critical Care market driven by water products. These factors were partly offset by lower blood media sales.
Life Sciences systems sales growth reflects increased capital spending by BioPharmaceuticals and Food & Beverage customers .


32



Life Sciences segment profit grew 7.6%. Translational FX negatively impacted the segment profit growth by approximately 170 basis points. Segment profit margin increased 20 basis points driven by the benefit from increased leverage of fixed cost SG&A and R&D on an increasing sales base, partly offset by a decline in gross margin. The 160 basis point decline in gross margin is primarily due to unfavorable transactional FX (principally Yen related) and lower gross margin rates from our recent acquisition Medistad, partly offset by the benefit of favorable pricing.
Industrial
 
Three Months Ended
 
Six Months Ended
 
Jan 31, 2014
 
% of
Sales
 
Jan 31, 2013
 
% of
Sales
 
Jan 31, 2014
 
% of
Sales
 
Jan 31, 2013
 
% of
Sales
Sales
$
323,739

 
 
 
$
333,273

 
 
 
$
634,572

 
 
 
$
660,922

 
 
Cost of sales
179,543

 
55.5
 
183,446

 
55.0
 
346,741

 
54.6
 
359,966

 
54.5
Gross margin
144,196

 
44.5
 
149,827

 
45.0
 
287,831

 
45.4
 
300,956

 
45.5
SG&A
88,574

 
27.4
 
93,569

 
28.1
 
173,403

 
27.3
 
184,564

 
27.9
R&D
8,731

 
2.7
 
8,154

 
2.4
 
17,055

 
2.7
 
15,522

 
2.3
Segment profit
$
46,891

 
14.5
 
$
48,104

 
14.4
 
$
97,373

 
15.3
 
$
100,870

 
15.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
SALES:
Jan 31, 2014
 
Jan 31, 2013
 
Jan 31, 2014
 
Jan 31, 2013
By Market and Product
 
 
 
 
 
 
 
Process Technologies
$
139,664

 
$
143,146

 
$
264,742

 
$
293,115

Aerospace
53,322

 
60,578

 
112,093

 
116,488

Microelectronics
76,976

 
68,264

 
148,392

 
138,446

Total Consumables sales
$
269,962

 
$
271,988

 
$
525,227

 
$
548,049

Systems Sales
53,777

 
61,285

 
109,345

 
112,873

Total Industrial Sales
$
323,739

 
$
333,273

 
$
634,572

 
$
660,922

 
 
 
 
 
 
 
 
By Region
 
 
 
 
 
 
 
Americas
$
107,843

 
$
105,636

 
$
208,418

 
$
210,309

Europe
96,805

 
105,502

 
195,501

 
204,179

Asia
119,091

 
122,135

 
230,653

 
246,434

Total Industrial Sales
$
323,739

 
$
333,273

 
$
634,572

 
$
660,922

 
 
 
 
 
 
 
 


33



The percentage change in sales for the three and six months ended January 31, 2014 compared to the three and six months ended January 31, 2013, with and without the impact of translational FX, are presented below:
 
Three Months
 
Six Months
SALES % CHANGE:
% Change excluding translational FX


Translational FX

 
Total % Change

 
% Change excluding translational FX


Translational FX

 
Total % Change

By Market and Product
 
 
 
 
 
 
 
 
 
 
 
Process Technologies
(0.3
)
 
(2.1
)
 
(2.4
)
 
(8.0
)
 
(1.7
)
 
(9.7
)
Aerospace
(12.3
)
 
0.3

 
(12.0
)
 
(4.1
)
 
0.3

 
(3.8
)
Microelectronics
19.5

 
(6.7
)
 
12.8

 
14.0

 
(6.8
)
 
7.2

Total Consumables sales
2.0

 
(2.7
)
 
(0.7
)
 
(1.6
)
 
(2.6
)
 
(4.2
)
Systems Sales
(8.5
)
 
(3.8
)
 
(12.3
)
 
(1.0
)
 
(2.1
)
 
(3.1
)
Total Industrial Sales
0.1

 
(3.0
)
 
(2.9
)
 
(1.5
)
 
(2.5
)
 
(4.0
)
 
 
 
 
 
 
 
 
 
 
 
 
By Region
 
 
 
 
 
 
 
 
 
 
 
Americas
3.3

 
(1.2
)
 
2.1

 
0.1

 
(1.0
)
 
(0.9
)
Europe
(10.0
)
 
1.8

 
(8.2
)
 
(6.7
)
 
2.4

 
(4.3
)
Asia
6.0

 
(8.5
)
 
(2.5
)
 
1.4

 
(7.8
)
 
(6.4
)
Total Industrial Sales
0.1

 
(3.0
)
 
(2.9
)
 
(1.5
)
 
(2.5
)
 
(4.0
)
Three Months
Process Technologies consumables sales were flat (excluding translational FX) mainly as a result of weakness in the Fuels & Chemicals submarket. The sales results by key submarkets are discussed below:
Consumables sales in the Machinery & Equipment submarket, which represented a little over 20% of total Industrial consumables sales in the quarter, increased almost 2%. Growth was driven by the automotive and in-plant sectors partly offset by continued weakness in the primary metals and mining sectors.
Consumables sales in the Fuels & Chemicals submarket, which represented almost 20% of total Industrial consumables sales in the quarter, were down 5% on low-entering backlog and continued softness in emerging markets particularly China, Venezuela and Russia.
Consumables sales in the Power Generation submarket, which represented almost 10% of total Industrial consumables sales in the quarter, increased approximately 10% driven by growth in the nuclear and wind sectors.
Aerospace consumables sales decreased on declines in both Commercial and Military Aerospace sales.
Sales to the Commercial Aerospace submarket, which represented approximately 10% of total Industrial consumables sales in the quarter, decreased about 10%. The decline primarily reflects a tough comparative as last year included the fulfillment of past due backlog in the quarter and large aftermarket sales that did not repeat this year.
Sales in the Military Aerospace submarket, which represented almost 10% of total Industrial consumables sales in the quarter, were down 14%. This primarily reflects a tough comparative, as last year included the fulfillment of past due backlog in the quarter and large helicopter program sales that did not repeat this year.
Microelectronics consumables sales were up in all three regions on continued market strength and new business wins. Strong consumer tablet demand is also driving growth in the display and electronic component sectors.
The decrease in Industrial systems sales primarily reflects timing of capital spending in the Fuels & Chemicals submarket.
Industrial segment profit decreased 2.5%, with translational FX negatively impacting segment profit growth by approximately 700 basis points. Excluding translational FX, segment profit grew 4.5% in spite of flat sales. Segment profit margin increased 10 basis points driven by a 70 basis point decline in SG&A that was primarily attributable to our structural cost improvement initiative, partly offset by increased R&D and a decline in gross margin. The 50 basis point decline in gross margin is primarily due to unfavorable transactional FX (principally Yen related).


34



Six Months
Process Technologies consumables sales decreased in all submarkets, with the Fuels & Chemicals submarket having the most significant impact. The sales results by key submarkets are discussed below:
Consumables sales in the Machinery & Equipment submarket, which represented a little over 20% of total Industrial consumables sales in the six months, decreased almost 4% on weakness in primary metals and mining.
Consumables sales in the Fuels & Chemicals submarket, which represented almost 20% of total Industrial consumables sales in the six months, were down about 13% on low-entering backlog and continued softness in emerging markets particularly China, Venezuela and Russia.
Consumables sales in the Power Generation submarket, which represented almost 10% of total Industrial consumables sales in the six months, declined approximately 6% primarily on market softness in Europe.
Aerospace consumables sales decreased primarily driven by a decline in Military Aerospace sales.
Sales to the Commercial Aerospace submarket, which represented a little over 10% of total Industrial consumables sales in the six months, decreased about 1%. This primarily reflects the same factors as discussed in the three months above.
Sales in the Military Aerospace submarket, which represented approximately 10% of total Industrial consumables sales in the six months, were down about 7%. This primarily reflects a decline in the Americas related to large helicopter program sales that did not repeat this year.
Microelectronics consumables sales were up in all three regions on continued market strength and new business wins.
The decrease in Industrial systems sales primarily reflects timing of capital spending in the Fuels & Chemicals submarket.
Industrial segment profit decreased 3.5%, with translational FX negatively impacting segment profit growth by approximately 570 basis points. Excluding translational FX, segment profit was up 2.2% on lower sales. Segment profit margin of 15.3% was on par with last year as a decline in SG&A was offset by increased R&D spend and a slight decline in gross margin. The 60 basis point decline in SG&A was primarily attributable to our structural cost improvement initiative.
Corporate Services Group
 
Three Months
 
Six Months
 
Jan 31, 2014
 
 
Jan 31, 2013
 
 
Jan 31, 2014
 
 
Jan 31, 2013
 
Corporate Services Group expenses
$
14,766

 
 
$
18,026

 
 
$
30,730

 
 
$
32,091

 
% Change
(18.1
)
 
 
 
 
 
(4.2
)
 
 
 
 
The decrease in Corporate Services Group expenses in the three and six months primarily reflects a decrease in legal and other professional fees as well as the timing of other expenses.
Liquidity and Capital Resources
We utilize cash flow generated from operations and our commercial paper program to meet our short-term liquidity needs. We consider our cash balances, lines of credit and access to the commercial paper and other credit markets, along with the cash typically generated from operations, to be sufficient to meet our anticipated liquidity needs.
Our cash position, net of debt, was approximately $182,800 at January 31, 2014, compared to $299,200 at July 31, 2013, a decrease of $116,400. The impact of translational FX increased net cash by about $6,900. Excluding this impact, net cash decreased by $123,300 reflecting an increase in gross debt of $135,600, principally to fund share repurchase in the U.S. This was partly offset by an increase in cash and cash equivalents of $12,300, principally offshore.
As of January 31, 2014, the amount of cash and cash equivalents held by foreign subsidiaries was $942,672. Repatriation of cash held outside the U.S. could be subject to restrictions in the host countries as well as both local and U.S. taxes. However, we do not expect these to have a material effect on our overall liquidity.


35


We have a five-year $1,200,000 unsecured senior revolving credit facility (the “Facility“) with a syndicate of banks, which expires on April 11, 2018. Borrowings under the Facility bear interest at either a variable rate based upon the London InterBank Offered Rate (U.S. Dollar, British Pound, Euro, Swiss Franc and Japanese Yen borrowings) or the European Union Banking Federation Rate (Euro borrowings) or at the prime rate of the Facility Agent (U.S. Dollar borrowing only). The Facility does not permit us to exceed a maximum consolidated leverage ratio of 3.5:1, based upon the trailing four quarters’ results. In addition, the Facility includes other covenants that under certain circumstances may restrict our ability to incur additional indebtedness, make investments and other restricted payments, enter into sale and leaseback transactions, create liens and sell assets. As of January 31, 2014, we did not have any outstanding borrowings under our Facility. As of January 31, 2014, we were in compliance with all related financial and other restrictive covenants, including limitations on indebtedness.
As of January 31, 2014, we had approximately $305,000 of outstanding commercial paper, which is recorded as notes payable in the current liability section of our accompanying condensed consolidated balance sheet. Commercial paper outstanding at January 31, 2014 carry interest rates ranging between 0.31% and 0.37% and maturities between 28 and 90 days. Commercial paper outstanding at any one time during the quarter had balances ranging from $260,000 to $495,000, carried interest rates ranging between 0.27% and 0.38% and original maturities between 4 and 90 days.
Cash Flow - Operating Activities
 
Six Months Ended
By Segment
Jan 31, 2014
 
Jan 31, 2013
Net cash provided by operating activities
$
205,595

 
$
89,382

Less capital expenditures
34,663

 
42,403

Free cash flow
$
170,932

 
$
46,979

 
 
 
 
Six Months ended January 31, 2014
The major items impacting net cash provided by operating activities include:
net earnings from continuing operations of $155,179;
non-cash reconciling items in net earnings from continuing operations, such as depreciation and amortization of long-lived assets of $55,215 and non-cash stock compensation of $15,595;
payments related to our Structural Cost Improvement initiative of $14,400; and
annual performance based compensation payments.
Improved working capital management, particularly improvement in days sales outstanding, benefited net cash provided by operating activities in the six months.
Six Months ended January 31, 2013
The major items impacting net cash provided by operating activities include:
net earnings from continuing operations of $169,484;
non-cash reconciling items in net earnings from continuing operations, such as depreciation and amortization of long-lived assets of $54,452 and non-cash stock compensation of $13,072;
income tax and tax-related payments of approximately $82,000 related to the settlement of, and deposits for, several years of U.S. tax audits and payments for the gain on the sale of the Blood Product Line;
payments related to our Structural Cost Improvement initiative of $19,958; and
annual performance based compensation payments.
Discontinued operations had an immaterial impact on net cash provided by operating activities in the period.
Free Cash Flow
We utilize free cash flow as one way to measure our current and future financial performance. Free cash flow is a non-GAAP financial measure and is not intended as an alternative measure of cash flow from operations as determined in accordance with GAAP. In addition, our calculation of free cash flow is not necessarily comparable to similar measures as calculated by other companies that do not use the same definition or implementation guidelines. The table above reconciles net cash provided by operating activities, inclusive of discontinued operations, to free cash flow.


36


The increase in free cash flow in the six months ended January 31, 2014 compared to the six months ended January 31, 2013 reflects the increase in net cash provided by operating activities and a decrease in capital expenditures.
Depreciation and Amortization
Depreciation expense and amortization expense are presented below:
 
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
Depreciation expense
 
$
45,836

 
 
$
44,317

Amortization expense
 
$
9,379

 
 
$
10,135

Cash Flow - Investing Activities
 
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
Net cash (used)/provided by investing activities
 
$
(35,653
)
 
 
$
500,747

Six Months ended January 31, 2014
The most significant driver of net cash used by investing activities was:
Capital expenditures of $34,663.
Six Months ended January 31, 2013
The most significant drivers of net cash provided by investing activities include:
Proceeds from the sale of assets of $542,088, primarily related to the sale of our Blood Product Line, and
Capital expenditures of $42,403, which partly offset the above.
Cash Flow - Financing Activities
 
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
Net cash used by financing activities
 
$
(161,173
)
 
 
$
(239,785
)
Share repurchases in the six months ended January 31, 2014 and January 31, 2013, are presented below. For further information on the Company’s share buyback programs, see Note 4, Treasury Stock, to the accompanying condensed consolidated financial statements.
 
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
Share repurchases
 
$
250,000

 
 
$
250,000

Number of shares
 
2,822

 
 
3,971

In the three months ended October 31, 2013, we paid $125,000 under an accelerated share repurchase agreement (“ASR”). Upon completion of the transaction, we received a total of 1,573 shares. In the three months ended January 31, 2014, we paid $125,000 under another ASR agreement and received an initial delivery of 1,249 shares. See Note 4, Treasury Stock, to the accompanying condensed consolidated financial statements for further details.


37


We increased our quarterly dividend by 10% from 25 cents per share to 27.5 cents per share, effective with the dividend declared on September 24, 2013. In six months ended January 31, 2013, the board of directors declared a dividend in both the first and second quarters. In the six months ended January 31, 2014, the board of directors declared a dividend in the first quarter, no dividend was declared in the second quarter. On February 21, 2014, the board of directors declared its second dividend of fiscal year 2014 of $0.275 per share. Dividends paid in the six months ended January 31, 2014 and January 31, 2013, are presented below:
 
 
Six Months Ended
 
 
Jan 31, 2014
 
 
Jan 31, 2013
Dividends paid
 
$
58,408

 
 
$
52,634

Dividends declared per share
 
$
0.275

 
 
$
0.50

Net proceeds from equity compensation plans were $7,130 and $24,623 in the six months ended January 31, 2014 and January 31, 2013, respectively.
Non-Cash Working Capital
Non-cash working capital, which is defined as working capital excluding cash and cash equivalents, notes receivable, notes payable and the current portion of long-term debt, was approximately $615,100 at January 31, 2014 as compared with $554,500 at July 31, 2013. Excluding the impact of translational FX (discussed below), non-cash working capital increased approximately $60,300 compared to July 31, 2013 principally reflecting the timing of dividends declared and the payments of annual incentive compensation.
Our balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. Dollars. In comparing spot exchange rates at January 31, 2014 to those at July 31, 2013, the Euro and the British Pound have strengthened against the U.S. Dollar, and the Japanese Yen has weakened against the U.S. Dollar. The impact of translational FX, increased net inventory, net accounts receivable and other current assets by approximately $1,029, $1,516 and $260, respectively, as compared to July 31, 2013. Additionally, the impact of translational FX increased accounts payable, accrued liabilities and income tax payable collectively by $2,524. The combination of these translational FX impacts increased non-cash working capital by approximately $281.
Derivatives
We manage certain financial exposures through a risk management program that includes the use of foreign exchange derivative financial instruments. Derivatives are executed with counterparties with a minimum credit rating of “A” by Standard and Poor’s and “A2” by Moody’s Investor Services, in accordance with our policies. We do not utilize derivative instruments for trading or speculative purposes.
We conduct transactions in currencies other than their functional currency. These transactions include non-functional currency intercompany and external sales as well as intercompany and external purchases. We use foreign exchange forward contracts, matching the notional amounts and durations of the receivables and payables resulting from the aforementioned underlying foreign currency transactions, to mitigate the exposure to earnings and cash flows caused by changing foreign exchange rates. The risk management objective of holding foreign exchange derivatives is to mitigate volatility to earnings and cash flows due to changes in foreign exchange rates.
The notional amount of foreign currency forward contracts entered into during the three and six months ended January 31, 2014 was $662,040 and 1,236,209, respectively. The notional amount of foreign currency forward contracts outstanding as of January 31, 2014 was $477,156 of which $107,937 are for cash flow hedges that cover monthly transactional exposures through February 2015. Our foreign currency balance sheet exposures resulted in the recognition of a gain within SG&A of approximately $3,016 in the three months ended January 31, 2014, before the impact of the measures described above. Including the impact of our foreign exchange derivative instruments, the net recognition within SG&A was a gain of approximately $224 in the three months ended January 31, 2014.


38



Adoption of New Accounting Pronouncements
In February 2013, the FASB issued new accounting guidance which amended Accounting Standards Codification (“ASC”) 220, “Comprehensive Income.” The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under US generally accepted accounting principles (“GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under US GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures in the financial statements. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The adoption of this disclosure-only guidance did not have an impact on our condensed consolidated financial results.
Recently Issued Accounting Pronouncements
In July 2013, the FASB issued new accounting guidance which requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carry forward that would apply in settlement of the uncertain tax positions. Under the new standard, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carry forwards that would be utilized, rather than only against carry forwards that are created by the unrecognized tax benefits. The new guidance is effective prospectively to all existing unrecognized tax benefits, but entities can choose to apply it retrospectively. The guidance will be effective for us in our first quarter of fiscal year 2015, with early adoption permitted. We are currently assessing the impact this guidance will have on our consolidated statements of financial position and cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There is no material change in the market risk information disclosed in Item 7A of the 2013 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES.
There were no changes in the Company’s internal control over financial reporting during the Company’s second quarter of fiscal year 2014, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s chief executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective.


39



PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
(In thousands)
As previously disclosed in the 2013 Form 10-K, the Company is subject to various regulatory proceedings and litigation, including with respect to various environmental matters. Reference is also made to Note 5, Contingencies and Commitments, to the accompanying condensed consolidated financial statements.
Environmental Matters:
The Company’s condensed consolidated balance sheet at January 31, 2014 includes liabilities for environmental matters of approximately $21,402, which relate primarily to the environmental proceedings discussed in the 2013 Form 10-K and Note 5, Contingencies and Commitments, to the accompanying condensed consolidated financial statements of this Form 10-Q. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its current accruals for environmental remediation are adequate. However, as regulatory standards under environmental laws are becoming increasingly stringent, there can be no assurance that future developments, additional information and experience gained will not cause the Company to incur material environmental liabilities or costs beyond those accrued in its condensed consolidated financial statements.

ITEM 1A. RISK FACTORS.
There is no material change in the risk factors reported in Item 1A of the 2013 Form 10-K. This report contains certain forward-looking statements that reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These statements are subject to risks and uncertainties, which could cause actual results to differ materially. For a description of these risks see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements and Risk Factors.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) During the period covered by this report, the Company did not sell any of its equity securities that were not registered under the Securities Act of 1933, as amended.
(b) Not applicable.
(c) The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” of shares of the Company’s common stock.
 
 
(In thousands, except per share data)
Period
 
Total Number
of Shares Purchased

 
Average Price Paid Per Share

 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or Programs (1)

 
Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under the Plans or Programs (1)

November 1, 2013 to November 30, 2013
 

 
$

 

 
$
206,873

December 1, 2013 to December 31, 2013
 
1,249

 
85.05

 
1,249

 
81,873

January 1, 2014 to January 31, 2014
 

 

 

 
81,873

Total
 
1,249

 
 
 
1,249

 
 
(1)
As noted in Note 4, Treasury Stock, to the accompanying condensed consolidated financial statements, the board of directors authorized amounts to be used to purchase shares of common stock over time, as market and business conditions warrant. There is no time restriction on these authorizations. In September 2013, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with a third-party financial institution to repurchase $125,000 of the Company’s common stock. This transaction was completed in the second quarter of fiscal year 2014. Under the agreement, the Company paid $125,000 to the financial institution. Upon completion of the transaction, the Company had received a total of 1,573 shares with an average price per share of $79.45.


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In December 2013, the Company entered into a second ASR agreement with a third-party financial institution to repurchase $125,000 of the Company’s common stock. Under the agreement, the Company paid $125,000 to the financial institution and received an initial delivery of 1,249 shares at an aggregate cost of $106,250, with an average price per share of $85.05. These shares were included in treasury stock in the accompanying condensed consolidated balance sheet as of January 31, 2014. The remaining $18,750 was included in additional paid in capital in the accompanying condensed consolidated balance sheets as of January 31, 2014. The December 2013 ASR agreement will be settled during the third quarter of fiscal year 2014. The final number of shares delivered upon settlement of the December 2013 ASR agreement will be determined with reference to the average price of the Company’s common stock over the term of the ASR agreement. Repurchased shares are held in treasury for use in connection with the Company’s stock plans and for general corporate purposes.

ITEM 6. EXHIBITS.
See the Exhibit Index for a list of exhibits filed herewith or incorporated by reference herein.


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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 thereunto duly authorized.

 
 
Pall Corporation
 
March 3, 2014
/s/ 
AKHIL JOHRI
 
 
Akhil Johri
Chief Financial Officer



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EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
3(i)*
 
Restated Certificate of Incorporation of the Registrant as amended through September 1, 2010, filed as Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010.
 
 
 
3(ii)*
 
By-Laws of the Registrant as amended through December 12, 2012, filed as Exhibit 3.1(i) to the Registrant’s Current Report on Form 8-K filed on December 17, 2012.
 
 
 
10.1†‡
 
Pall Corporation Management Stock Purchase Plan, as amended effective February 21, 2014.
 
 
 
10.2†‡
 
Pall Corporation 2012 Executive Incentive Bonus Plan, as amended effective February 21, 2014.
 
 
 
31.1†
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2†
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1†
 
Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2†
 
Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document

* Incorporated herein by reference.
† Exhibit filed herewith.
‡ Denotes management contract or compensatory plan or arrangement.



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