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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended July 31, 2004 or
 
       
  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 1- 4311

PALL CORPORATION
(Exact name of registrant as specified in its charter)

New York
11-1541330
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
2200 Northern Boulevard, East Hills, NY
(Address of principal executive offices)     

11548
(Zip Code)

(516) 484-5400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of exchange on which registered
Common Stock $.10 par value
 
New York Stock Exchange
Common Share Purchase Rights
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes      No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act). Yes      No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, computed by reference to the closing price of a share of common stock on January 30, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter) was $3,208,911,056.

On October 4, 2004, there were 123,203,277 outstanding shares of the registrant’s common stock, $.10 par value.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s proxy statement for the 2004 annual meeting of shareholders, to be held on November 17, 2004 (hereinafter referred to as the “Proxy Statement”), are incorporated by reference into Part III of this report.


TABLE OF CONTENTS

      Page No.  
 
PART I      
Item 1. Business   3  
Item 2. Properties   6  
Item 3. Legal Proceedings   7  
Item 4. Submission of Matters to a Vote of Security Holders and Executive Officers of the Registrant   9  
PART II      
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   10  
Item 6. Selected Financial Data   11  
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   12  
Item 7A. Quantitative and Qualitative Disclosure About Market Risk   25  
Item 8. Financial Statements and Supplementary Data   26  
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure   26  
Item 9A. Controls and Procedures   26  
Item 9B. Other Information   26  
PART III      
Item 10. Directors and Executive Officers of the Registrant   27  
Item 11. Executive Compensation   27  
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   27  
Item 13. Certain Relationships and Related Transactions   27  
Item 14. Principal Accounting Fees and Services   27  
PART IV      
Item 15. Exhibits and Financial Statement Schedules   28  
SIGNATURES   31  
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   32  
FINANCIAL STATEMENT SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS   63  

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PART I

ITEM 1.  BUSINESS.

(a) General development of business.

Pall Corporation, a New York corporation incorporated in July 1946, and its subsidiaries (hereinafter collectively called the “Company” or referred to as “we” or “our” unless the context requires otherwise) is a leading supplier of fine filters, principally made by the Company using its proprietary filter media, and other fluid clarification and separations equipment for the removal of solid, liquid and gaseous contaminants from a wide variety of liquids and gases.

We serve customers in two principal markets: Life Sciences and Industrial. The two principal markets are further divided into five segments: Medical and BioPharmaceuticals (which comprise the Life Sciences business) and General Industrial, Aerospace and Microelectronics (which comprise the Industrial business).

During the past year, we have continued our development and sale of fluid clarification and separations products in a wide variety of markets. Additionally, in fiscal 2002, we acquired the Filtration and Separations Group (“FSG”) from United States Filter Corporation, significantly expanding our presence in the Industrial market. For additional information, see the Acquisitions note in the notes accompanying the consolidated financial statements in this report.

Additional information about the Company is available on its website at www.pall.com. The Company’s periodic and current reports filed with the U.S. Securities and Exchange Commission (“SEC”) are also available free of charge on its website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

(b) Financial information about market segments.

For financial information of the Company by market segment, please see the Segment Information and Geographies note in the notes accompanying the consolidated financial statements of the Company and the sections under the captions “Review of Market Segments and Geographies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7 of this report).

(c) Narrative description of business.

Pall Corporation is a materials science and engineering company with the broadest-based filtration, separations and purification capabilities. Our proprietary products are used to discover, develop and produce pharmaceuticals, produce safe drinking water, protect hospital patients, remove white blood cells from blood, enhance the quality and efficiency of manufacturing processes, keep equipment running efficiently and protect the environment. Requirements for product quality, purity, environmental preservation, health and safety apply to a wide range of industries and across geographic borders. We have a 58-year history of commercializing successful products and continue to develop new materials and technologies for the Life Sciences and Industrial markets and their increasingly difficult fluid filtration, purification and separation challenges. We have an array of core materials and technologies that can be combined and manipulated in many ways to solve complex fluid separation challenges. These proprietary materials, coupled with our ability to engineer them into useful forms are the cornerstones of our capabilities. Our proprietary materials enable us to provide customers with products that are well matched to their needs, to develop new products and to enter new markets. With our acquisition of FSG in fiscal 2002, we enhanced our library of proprietary materials and technologies with sophisticated offerings such as asymmetric membranes, selective adsorption, melt-blown media, nano ceramic membranes and metallic media.

We actively pursue applications in which Pall products can make a substantial difference to the customer and especially target projects that will provide them real gains in performance and economics. The products sold are principally filters made with proprietary Pall filter media produced by chemical film casting, melt-blowing of polymer fibers, papermaking and metallurgical processes. Metal and plastic housings for our filters and a wide variety of appurtenant devices are also made. Competition is intense in all of our markets and includes many large and small companies in our global markets; however, no one company has a significant presence in all of our markets.

LIFE SCIENCES BUSINESS:

During the first quarter of fiscal 2003, we reorganized the Life Sciences business. As a result, the hospital and medical OEM sub-segments, which were previously part of the BioPharmaceuticals segment, were combined with the Blood segment to create a new segment called Medical. Life Sciences segment information for prior periods has been restated for these changes.

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Our Life Sciences technologies facilitate the process of drug discovery and development and production. Pall technologies are also used at the point of patient care. Our broad capability in the life sciences industry is a competitive strength and an important element of our strategy going forward.

Sales in the medical and biopharmaceuticals markets are made through direct sales and through distribution. Backlog information is omitted for these markets, as we do not consider it meaningful to an understanding of these portions of the Company’s business.

We feel that safety, efficacy, ease of use, technical support, as well as price, are the principal competitive factors in this business, although economy of use is important. Our principal competitors in the Medical segment include Baxter, Asahi Medical, MacoPharma, Terumo and Fresenius, and our principal competitors in the BioPharmaceuticals segment include Millipore, Sartorius and CUNO.

MEDICAL:

Pall Medical products address two primary needs: transfusion safety and hospital infection control. Products related to transfusion safety are the Company’s largest product family. Pall’s blood filters remove unwanted white cells from donor blood. Leukocytes in donor blood can cause serious medical complications. Filtering out leukocytes reduces transfusion-related suppression of the immune system and helps protect against post-surgical infection. Pall’s enhanced Bacterial Detection System tests platelets for the presence of bacteria prior to transfusion. Bacterial detection is a newer market opportunity for us. Hospital acquired infections continue to be a major problem for the world’s health care systems. Our water, breathing circuit, intravenous filters and other medical devices help protect patients from these costly infections.

BIOPHARMACEUTICALS:

The BioPharmaceuticals segment includes sales of separation systems and disposable filters primarily to pharmaceutical, biotechnology and laboratory companies. We provide a broad range of advanced filtration solutions for each critical stage of drug development through drug production. Our product lines start in the laboratory with drug discovery, gene manipulation and proteomics applications. Our filtration systems and validation services allow drug manufacturers the quickest and surest path through the regulatory process and on to the market.

We believe that our established record of product performance and innovation is a strong competitive advantage among biopharmaceutical customers because of the high costs and safety risks associated with drug development and production.

INDUSTRIAL BUSINESS:

We provide enabling and process enhancing technologies throughout the industrial marketplace. This includes the machinery and equipment, aerospace, microelectronics, municipal and industrial water, fuels, chemicals, energy, and food and beverage industries. We have the capability to provide customers with integrated solutions for all of their process fluids.

GENERAL INDUSTRIAL:

Included in this diverse segment are sales of filters, coalescers and separation systems for hydraulic, fuel and lubrication systems on mechanical equipment across many industries, as well as to producers of oil, gas, electricity, chemicals, food and beverages, municipal and industrial water and paper. Virtually all of the raw materials, process fluids and waste streams that course through industry are candidates for multiple stages of filtration, separations and purification.

We believe that technologies that purify water for use and reuse represent an important opportunity. Governments around the world are implementing stringent new regulations governing drinking water standards and we believe that our filters and systems provide a solution for these requirements. With our acquisition of FSG, we increased our presence in the stable and growing food and beverage sector and we have enhanced our ability to better serve our other industrial markets.

Backlog at July 31, 2004 (the end of the Company’s 2004 fiscal year) was approximately $128,410,000 compared with $108,091,000 at August 2, 2003 (fiscal 2003 year end). Our sales to General Industrial customers are made through our personnel, distributors and manufacturers’ representatives. We believe that product performance and quality, and service to the customer, as well as price, are the principal competitive factors in this market. Our principal competitors in the General Industrial segment include CUNO, US Filter, Sartorius and Parker Hannifin.

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AEROSPACE:

The Aerospace segment includes sales of filtration and fluid monitoring equipment to the aerospace industry for use on commercial and military aircraft, including hydraulic, lubrication, and fuel filters, coalescers to remove water from fuel, filters to remove viruses from aircraft cabin air and filter monitoring systems. Our products and systems are also used in ships and land-based military vehicles. Commercial and Military sales each represented 50% of total Aerospace sales in fiscal 2004.

Our products are sold to customers in this segment through a combination of direct sales and through distribution. Backlog at July 31, 2004 was approximately $84,794,000 compared with $85,364,000 on August 2, 2003. Competition varies by product, and no single competitor competes with us across all sub-segments of Aerospace; however, our principal competitors include Donaldson, ESCO Technologies Inc. and CLARCOR.

We believe that performance and quality of product and service, as well as price, are determinative in most sales.

MICROELECTRONICS:

Included in this segment are sales of disposable filtration products to producers of semiconductors, computer terminals, fiber optics, disk drives, displays and photographic film. The drive to shrink the size of computer components requires increasingly finer levels of filtration and purification, sometimes down to the level of parts per quadrillion. From the raw materials of silicon and water to the gases and chemicals of chip manufacture, we have extensive engineered solutions for the needs of this demanding industry.

Our products are sold to customers in this segment through our own personnel, distributors and manufacturers’ representatives. Backlog at July 31, 2004 was approximately $15,976,000 compared with $8,205,000 at August 2, 2003. We believe that performance, quality of product and service, as well as price, are determinative in most sales. The principal competitors in the Microelectronics market include Mykrolis and Mott.

The following comments relate to the five segments discussed above:

RAW MATERIALS:

Most raw materials used by the Company are available from multiple sources. A limited number of materials are proprietary products of major chemical companies. Management believes that the Company could find satisfactory substitutes for these materials should they become unavailable, as it has done several times in the past.

PATENTS:

The Company owns a broad range of patents covering its filter media, filter designs and other products, but it considers these to be mainly defensive, and relies on its proprietary manufacturing methods and engineering skills. However, it does act against infringers when management believes such action is economically justified.

The following comments relate to the Company’s business in general:

1) With few exceptions, research activities conducted by the Company are Company sponsored. Research expenditures totaled $57,279,000 in 2004, $52,204,000 in 2003 and $54,778,000 in 2002.
   
2) No one customer provided 10% or more of the Company’s consolidated sales in fiscal 2004, 2003 or 2002.
   
3) The Company is in substantial compliance with federal, state and local laws regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. To date, compliance with environmental matters has not had a material effect upon the Company’s capital expenditures or competitive position. For a further description of environmental matters in this report, see Item 3, Legal Proceedings, and the Contingencies and Commitments note in the notes accompanying the consolidated financial statements.
   
4) At July 31, 2004, the Company employed approximately 10,300 persons.
   
(d) Financial information about geographic areas.

For financial information of the Company by geographic area, please see the Segment Information and Geographies note in the notes accompanying the consolidated financial statements of the Company, and the sections under the captions “Review of Market Segments and Geographies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7 of this report).

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ITEM 2.  PROPERTIES.

The following are the Company’s significant facilities:

Location
Type
Markets
Square Feet

 
 
 
OWNED:            
Western Hemisphere            
Cortland, NY   Plant & office   Life Sciences & Industrial   338,000
East Hills, NY   Office, plant & warehouse   Headquarters & all markets   326,000
DeLand, FL   Plant   Industrial   279,000
Fajardo, Puerto Rico   Plants, warehouse & laboratory   Life Sciences & Industrial   259,000
Pt. Washington, NY   Office, laboratory & training center   Life Sciences & Industrial   235,000
Ann Arbor, MI   Plant, office & warehouse   Life Sciences   180,000
New Port Richey, FL   Plant & office   Industrial   166,000
Timonium, MD   Plant & office   Industrial   160,000
Covina, CA   Plant, office & laboratory   Life Sciences   134,000
Ft. Myers, FL   Plant, office & warehouse   Industrial   111,000
Pensacola, FL   Plant   Life Sciences   77,000
Hauppauge, NY   Plant & office   Life Sciences   75,000
Putnam, CT   Plant   Life Sciences & Industrial   63,000
San Diego, CA   Plant   Industrial   26,000
Europe            
Bad Kreuznach, Germany   Plant & office   Life Sciences & Industrial   390,000
Waldstetten, Germany   Plant & office   Industrial   249,000
Portsmouth, U.K.   Plant, office, warehouse & laboratory   Life Sciences & Industrial   248,000
Crailsheim, Germany   Plant & office   Industrial   215,000
Tipperary, Ireland   Plant   Life Sciences & Industrial   178,000
Redruth, U.K.   Plant, office & warehouse   Industrial   163,000
Ilfracombe, U.K.   Plant & office   Life Sciences & Industrial   112,000
Bazet, France   Plant   Industrial   111,000
Newquay, U.K.   Plant & office   Life Sciences & Industrial   106,000
Frankfurt, Germany   Office & warehouse   Life Sciences & Industrial   72,000
Ascoli, Italy   Plant, office & warehouse   Life Sciences   71,000
Paris, France   Office & warehouse   Life Sciences & Industrial   65,000
Asia            
Tsukuba, Japan   Plant, laboratory & warehouse   Life Sciences & Industrial   120,000
LEASED:            
Western Hemisphere            
Timonium, MD   Plant   Industrial   71,000
Covina, CA   Plant & warehouse   Life Sciences   66,000
Cortland, NY   Warehouse   Industrial   40,000
Tijuana, Mexico   Plant   Life Sciences   40,000
Europe            
Frankfurt & Hamburg, Germany   Office & warehouse   Life Sciences & Industrial   100,000
Milan & Ascoli, Italy   Office & warehouses   Life Sciences & Industrial   89,000
Madrid, Spain   Office, laboratory & warehouse   Life Sciences & Industrial   61,000
Vienna, Austria   Office & warehouse   Life Sciences & Industrial   40,000
Lyon, France   Plant   Industrial   26,000
Asia            
Beijing, China   Plant, office & warehouse   Life Sciences & Industrial   160,000
Tokyo, Osaka, Nagoya, Japan   Offices   Life Sciences & Industrial   41,000

In the opinion of management, these premises are suitable and adequate to meet the Company’s requirements.

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ITEM 3.  LEGAL PROCEEDINGS.

The Company has environmental matters discussed below at the following three sites: Ann Arbor, Michigan; Pinellas Park, Florida and Glen Cove, New York.

Ann Arbor, Michigan:

In February 1988, an action was filed in the Circuit Court for Washtenaw County, Michigan (“Court”) by the State of Michigan (“State”) against Gelman Sciences Inc. (“Gelman”), a subsidiary acquired by the Company in February 1997. The action sought to compel Gelman to investigate and remediate 1,4-dioxane groundwater contamination near Gelman’s Ann Arbor facility and requested reimbursement of costs the State had expended in investigating the contamination, which the State alleged was caused by Gelman’s disposal of waste water from its manufacturing process. Pursuant to a consent judgment entered into by Gelman and the State in October 1992 (amended September 1996 and October 1999), which resolved that litigation, Gelman is remediating the contamination without admitting wrongdoing. In February 2000, the State Assistant Attorney General filed a Motion to Enforce Consent Judgment in the Court seeking approximately $4,900,000 in stipulated penalties for the alleged violations of the consent judgment and additional injunctive relief. Gelman disputed these assertions. Following an evidentiary hearing in July 2000, the Court took the matter of penalties “under advisement.” The Court issued a Remediation Enforcement Order (“REO”) requiring Gelman to submit and implement a detailed plan that will reduce the contamination to acceptable levels within five years. Gelman’s plan has been submitted to, and approved by, both the Court and the State. In correspondence dated June 5, 2001, the State asserted that additional stipulated penalties in the amount of $141,500 were owed for a separate alleged violation of the consent judgment. The Court found that a “substantial basis” for Gelman’s position existed and again took the State’s request “under advisement”, pending the results of certain groundwater monitoring data. Those data have been submitted to the Court, but no ruling has been issued. On August 9, 2001, the State made a written demand for reimbursement of $227,462 it has allegedly incurred for groundwater monitoring. Gelman considers this claim barred by the consent judgment.

In February 2004, the Court instructed Gelman to submit its Final Feasibility Study describing how it intends to address an area of groundwater contamination not addressed by the previously approved plan. Gelman has submitted its Feasibility Study as instructed. The State also submitted its plan for remediating this area of contamination to the Court. Management believes that the State’s plan exceeds requirements under state law and that it is not an efficient and expeditious manner to conduct the remediation. On September 8, 2004, the Court advised the parties that it would issue an order modifying its previous REO by November 8, 2004 to address the recently discovered contamination.

On May 12, 2004, the City of Ann Arbor filed a lawsuit against Gelman Sciences Inc. d/b/a Pall Life Sciences in Washtenaw County Circuit Court. The City’s suit seeks damages, including the cost of replacing a municipal water supply well allegedly affected by the groundwater contamination, as well as injunctive relief in the form of an order requiring Pall Life Sciences to remediate the soil and groundwater beneath the City. The contaminant levels allegedly detected in the municipal well at issue, however, are well below applicable cleanup standards and the Company will vigorously defend against the claim.

On June 25, 2004, a private plaintiff sued the Company in the United States District Court for the Eastern District of Michigan in connection with the groundwater contamination. The complaint seeks both money damages and injunctive relief requiring remediation of the contamination. The single named plaintiff also seeks to represent a larger class of property owners and residents within the area who plaintiff claims are affected by the groundwater contamination. Management does not believe that there is substantive merit to the named plaintiff’s claims or a basis for class certification. The Company will vigorously defend the lawsuit.

Pinellas Park, Florida:

In 1995, as part of a facility closure, an environmental site assessment was conducted to evaluate any soil and groundwater impacts from chemicals that may have been used at the Company’s Pinellas Park facility during the previous 24-year period of manufacturing and testing operations conducted by the Company at the facility. MIBK (methyl isobutyl ketone) concentrations in groundwater were found to be higher than regulatory levels. Soil excavation was conducted in 1998 and subsequent groundwater sampling showed MIBK concentrations below the regulatory level.

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In October 2000, environmental consultants for a prospective buyer of the property found groundwater contamination in excess of regulatory levels outside the building, but on the Company’s property. The contamination in the groundwater consisted of chlorinated solvents (perchloroethylene, trichloroethylene) and their breakdown products (cis-1,2-dichloroethene, trans-1,2-dichloroethene, vinyl chloride) in excess of regulatory levels. In October 2001, a Site Assessment Report (SAR) was submitted to the Florida Department of Environmental Protection (FDEP), which showed details of contamination locations and concentrations.

In July 2002, a Supplemental Contamination Assessment Plan (SCAP) and an Interim Remedial Action Plan (IRAP) were prepared by the Company’s consultants/contractors and submitted to FDEP. A revised IRAP was submitted by the Company in December 2003, and it was accepted by the FDEP in January 2004. A Remedial Action Plan (RAP) was submitted in June 2004, and approval and the start of work pursuant to this RAP is expected in the fall of 2004.

Glen Cove, New York:

A March 1994 report indicated contamination consisting of chlorinated solvents at a neighboring site to the Company’s Glen Cove facility, and later reports found both shallow and intermediate zone contamination. In 2000, the Company entered into a Consent Judgment with the New York State Department of Environmental Conservation (NYSDEC), and completed a Phase II Remedial Investigation.

The NYSDEC has finalized the Record of Decision (ROD) for the shallow groundwater zone termed OU-1 and the Company has signed an Order on Consent for OU-1 to be effective July 5, 2004. This Order requires the Company to submit a Work Plan for a Remedial Investigation/Feasibility Study, Interim Remedial Measures, Remedial Action and Operation & Maintenance.

The deeper groundwater zone (OU-2) ROD has been deferred by the NYSDEC until after additional data is available to delineate contamination and select an appropriate remedy. The Company has initiated discussions with a neighboring potentially responsible party (“PRP”) regarding entering into a joint OU-2 Order on Consent.

     *     *     *

The Company’s balance sheet at July 31, 2004 contains environmental liabilities of $29,692,000, which relate to the aforementioned items. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its accruals for environmental remediation are adequate at this time.

Reference is also made to the Contingencies and Commitments note in the notes accompanying the consolidated financial statements in this report.

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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of the Company’s shareholders during the fourth quarter of its fiscal year 2004.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name
Age*
Current Positions Held
First Appointed an Executive Officer
Eric Krasnoff**   52   Chairman and Chief Executive Officer   1986
Marcus Wilson**   49   President   1998
Donald B. Stevens   59   Chief Operating Officer   1994
John Adamovich, Jr.   51   Group Vice President, Treasurer, and Chief Financial Officer   1998
Heinz Ulrich Hensgen   52   Group Vice President   2000
Neil MacDonald   54   Group Vice President   2000
Roberto Perez   55   Group Vice President   2003
Steven Chisolm   46   Senior Vice President   1998
Andrew Denver   56   Senior Vice President   2002
Riichi Inoue   56   Senior Vice President   2001
John Miller   59   Senior Vice President   2000
Reed Sarver   45   Senior Vice President   2001
Gregory Scheessele   44   Senior Vice President   2002
James Western   53   Senior Vice President   2004


    * Age as of October 14, 2004.
  ** Messrs. Krasnoff and Wilson are directors of the Company and members of the Board’s Executive Committee.

None of the persons listed above is related.

For more than the past five years, the principal occupation of each person listed above has been their employ by the registrant, except for Messrs. Denver and Perez.

Before joining the Company in April 2002, Mr. Denver served as President for the Filtration and Separations Group of US Filter since 1997 and as President and Chief Operating Officer of Memtec Ltd. from 1988 until 1997.

Mr. Perez joined the Company in January 2000 as President of the Medical Products Manufacturing Group. Prior to joining the Company from 1995 through 1999, Mr. Perez served as Corporate Vice President of Baxter Healthcare Corporation and Baxter World Trade Corporation, subsidiaries of Baxter International, Inc. Prior to that, Mr. Perez was President of Baxter International’s Fenwal Division.

Executive officers are elected by the Board of Directors annually, to serve until the next annual meeting of the Board.

None of the above persons has been involved in those legal proceedings required to be disclosed by Item 401(f) of Regulation S-K during the past five years.

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     PART II

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s common stock is listed on the New York Stock Exchange under the symbol PLL. The table below sets forth quarterly data relating to the Company’s common stock prices and cash dividends declared per share for the past two fiscal years.

 
 
2004
2003
Cash Dividends
Declared Per Share
     

 

 

 
Price per share
 
High
Low
High
Low
2004
2003
     

 

 

   
 

   
 
Quarter: First   $ 25.95   $ 21.55   $ 18.40   $ 14.68   $ 0.09   $ 0.09  
  Second     28.04     23.56     19.45     15.01     0.09     0.09  
  Third     27.50     22.31     21.50     15.16     0.09     0.09  
  Fourth     26.22     22.00     25.00     20.07     0.09     0.09  
                                         
As of September 28, 2004 there were approximately 4,605 holders of record of the Company’s common stock.

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” 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)

 

 

 

 

 
May 1, 2004 to May 31, 2004               $ 155,000  
June 1, 2004 to June 30, 2004     446   $ 24.37     446   $ 144,128  
July 1, 2004 to July 31, 2004     776   $ 24.66     776   $ 125,000  




Total     1,222   $ 24.55     1,222        




(1) In October 2003, the Company’s Board of Directors authorized and announced the expenditure of up to $200,000 to repurchase shares of the Company’s common stock. The Company’s shares may be purchased over time, as market and business conditions warrant. There is no time restriction on this authorization. During the fourth quarter of fiscal 2004, we purchased 1,222 shares in open-market transactions at an aggregate cost of $30,000 with an average price per share of $24.55. In addition, we purchased 1,877 shares at an aggregate cost of $45,000 with an average price per share of $23.97 during our third quarter. Total repurchases in fiscal 2004 were 3,099 shares at an aggregate cost of $75,000 with an average price per share of $24.20. The Company did not purchase treasury stock during the first six months of fiscal 2004. Therefore, $125,000 remains to be expended under the current stock repurchase program. Repurchased shares are held in treasury for use in connection with the Company’s stock plans and for general corporate purposes.
     
    During the fourth quarter of fiscal 2004, the Company accepted 3 previously issued shares tendered in partial payment of employee stock option exercises at an aggregate cost of $69 and an average price of $22.67 per share. In fiscal 2004, 12 shares were traded in by employees in payment of stock option exercises at an average price of $25.38 per share and an aggregate cost of $309.

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ITEM 6.  SELECTED FINANCIAL DATA.

The following table sets forth selected financial data for the last five fiscal years. This selected financial data should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K.

On April 24, 2002, the Company acquired FSG. The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. 141”). The operating results of FSG are reported in the Company’s results of operations from April 28, 2002. Refer to the Acquisitions note in the notes accompanying the consolidated financial statements for a discussion of this transaction.

(In millions, except per share data)    
2004
 
 
2003
 
 
2002
 
 
2001
 
 
2000
 

 

 

 

 

 

 
RESULTS FOR THE YEAR:                                
Net sales   $ 1,770.7   $ 1,613.6   $ 1,290.8   $ 1,235.4   $ 1,224.1  
Cost of sales     899.1     810.0     654.9     591.2     565.5  
Selling, general and administrative expenses     583.5     536.2     440.0     404.0     396.1  
Research and development     57.3     52.2     54.8     56.1     51.4  
Restructuring and other charges, net     12.5     47.5     26.8     17.2     8.6  
Interest expense, net     20.5     24.5     14.3     16.6     14.1  










Earnings before taxes     197.8     143.2     100.0 (a)   150.3     188.4 (b)
Income taxes     46.2     40.0     26.8     32.3     41.8  










Net earnings   $ 151.6   $ 103.2   $ 73.2   $ 118.0   $ 146.6  










Earnings per share:                                
Basic     1.21     0.84     0.60     0.96     1.18  
Diluted     1.20     0.83     0.59     0.95     1.18  
Dividends declared per share     0.36     0.36     0.52     0.68     0.66  
Capital expenditures     61.3     62.2     69.9     77.8     66.5  
Depreciation and amortization     88.9     83.9     74.0     71.5     72.0  
YEAR-END POSITION:                                
Working capital   $ 651.0   $ 516.9   $ 477.8   $ 465.1   $ 329.7