Annual Report 2014
The Things That Matter to People
Parker continues to push the bounds of what is possible by
collaborating with researchers to develop innovations that can have
a meaningful impact on people’s lives.
The innovative filtration system shown on the cover of this report
utilizes several Parker technologies and represents a promising
advancement in fighting cancer. The device supports a treatment
designed to enhance the body’s ability to use its own immune system
to attack cancer cells. This treatment could provide a nontoxic
alternative to improve the lives of both early and late-stage
cancer patients.
The examples throughout this report showcase what can be done
when we apply our technology and engineering expertise to help solve
some of the world’s greatest engineering challenges. Today, Parker is
uniquely positioned to partner on innovations that matter to people
by advancing health care and improving the quality of life.
Food
Water
Energy
Transportation
Defense
Environment
Infrastructure
Life Sciences
The Year In Review
For The Years Ended June 30,
(dollars in thousands, except per share data)
Operating Data
2014
2013
2012
Net sales ......................................................................................... $ 13,215,971
3,027,744
Gross profit ......................................................................................
1,041,048
Net income attributable to common shareholders .............................
1,387,893
Net cash provided by operating activities .........................................
(646,401)
Net cash (used in) investing activities ...............................................
Net cash (used in) provided by financing activities ............................
(958,115)
Per Share Data
$ 13,015,704
2,929,029
948,427
1,190,935
(809,845)
576,174
$ 13,145,942
3,187,605
1,151,823
1,530,385
(375,768)
(823,520)
Diluted earnings ...............................................................................
Dividends .........................................................................................
Book value .......................................................................................
Ratios
$
Return on sales ................................................................................
Return on average assets.................................................................
Return on average shareholders’ equity ...........................................
Debt to debt-shareholders’ equity ....................................................
Other
6.87
1.86
44.72
$
6.26
1.70
38.44
$
7.45
1.54
32.72
7.9 %
8.1
16.8
25.9
7.3 %
8.0
17.8
33.0
8.8 %
10.4
22.4
26.1
Number of employees ......................................................................
57,447
58,151
59,331
4
1
0
2
14,000
13,000
12,000
11,000
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
4
1
0
2
14,000
13,000
12,000
11,000
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
4
1
0
2
14,000
13,000
12,000
11,000
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
4
1
0
2
4
1
0
2
14,000
13,000
3,250
12,000
3,000
11,000
2,750
10,000
2,500
9,000
2,250
8,000
2,000
7,000
1,750
6,000
1,500
5,000
1,250
4,000
1,000
3,000
750
2,000
500
4
1
0
2
4
1
0
2
3,250
3,000
2,750
2,500
2,250
2,000
1,750
1,500
1,250
1,000
750
500
4
1
0
2
3,250
3,000
2,750
2,500
2,250
2,000
1,750
1,500
1,250
1,000
750
500
4
1
0
2
3,250
1,200
3,000
1,100
2,750
1,000
2,500
900
2,250
800
2,000
700
1,750
600
1,500
500
1,250
1,000
400
750
300
500
200
4
1
0
2
4
1
0
2
1,200
1,100
1,000
900
800
700
600
500
400
300
200
4
1
0
2
1,200
1,100
1,000
900
800
700
600
500
400
300
200
240
220
200
180
160
140
120
100
80
60
40
4
1,200
1
0
1,100
2
1,000
900
800
700
600
500
400
300
200
4
1
0
2
240
220
200
180
160
140
120
100
80
60
40
4
1
0
2
240
220
200
180
160
140
120
100
80
60
40
4
1
0
2
240
220
200
180
160
140
120
100
80
60
40
20
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Net Sales
Millions of Dollars
1
1,000
1
0
2
0
1
0
2
0
2
1
0
2
3
1
0
2
Net Sales
Millions of Dollars
3
1
0
2
0
1
0
2
1,000
2
1
0
2
1
1
0
2
0
Net Sales
Millions of Dollars
0
1
0
2
3
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
0
1
0
2
2
1
1,000
1
1
0
0
2
2
0
Net Sales
Gross Profit
Millions of Dollars
Millions of Dollars
1
250
1
0
2
0
1,000
1
0
2
0
2
1
0
2
3
1
0
2
0
Gross Profit
Millions of Dollars
250
0
1
0
2
3
1
0
2
2
1
0
2
1
1
0
2
0
Gross Profit
Millions of Dollars
0
1
0
2
3
2
1
1
0
0
2
2
2
250
1
1
1
0
0
2
2
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Gross Profit
Millions of Dollars
3
1
0
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250
0
1
100
1
0
2
0
1
0
2
0
2
1
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3
1
0
2
0
1
0
2
100
2
1
0
2
1
1
0
2
0
3
1
0
2
Net Income Attributable to
Common Shareholders
Millions of Dollars
Net Income Attributable to
Common Shareholders
Millions of Dollars
Net Income Attributable to
Common Shareholders
Millions of Dollars
20
100
1
1
0
2
1
1
0
2
2
1
0
2
2
1
0
2
3
1
0
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1
1
0
0
2
2
0
2
100
1
1
0
0
2
2
0
1
0
2
0
0
Net Income Attributable to
Sales Per Average
Common Shareholders
Number of Employees
Millions of Dollars
Thousands of Dollars
1
1
0
2
0
Sales Per Average
Number of Employees
Thousands of Dollars
0
1
0
2
3
1
0
2
2
1
0
2
0
20
0
Sales Per Average
Number of Employees
Thousands of Dollars
0
Sales Per Average
Number of Employees
Thousands of Dollars
3
1
0
2
0
1
0
2
1
1
0
2
20
2
1
0
2
3
1
0
2
1
Letter to Shareholders
Don E. Washkewicz, Chairman, Chief Executive Officer and President
The technologies featured in this year’s annual report
reflect how far Parker has come since implementing
the Win Strategy in 2001. Back then it would have
been difficult for us to imagine applications of our
technology that we can envision today, such as
those that advance health care, with the potential to
have a profound impact on our lives. By following a
disciplined innovation process, efficiently investing
our resources, and following a clear direction to
develop new to the world, new to the market products,
we have established innovation as a key element of
our growth strategy.
The examples we share here are a window into a
bright future - products on the cutting edge doing
things many said could not be done. They represent
a glimpse of how our technology and engineering
expertise can be used to solve some of the world’s
greatest engineering challenges. On the cover, for
example, is the latest design of an innovative filtration
system that is being developed for the European
market with the objective of assisting the body’s
own immune system in overcoming cancer cell
defenses. When commercialized, the system would
have the potential to help patients with early and
late-stage cancer. Today, Parker is positioned to use
its technology and knowledge to assist world-class
doctors in the surgical suite, therapists in the clinic
and researchers in the lab to advance patient care and
improve quality of life.
Strong Performance in a Transitional Year
Fiscal year 2014 was a transitional year for Parker
as we began a series of significant restructuring
activities affecting many of our businesses and
locations. These decisions were not made easily given
the impact on our employees, but were necessary
to align our operations to reflect the reality of
challenging global economic conditions.
A keen focus on margin expansion is expected to
generate meaningful improvements in the next
several years, and we are targeting a record segment
operating margin of greater than 15% in fiscal
year 2015.
This fiscal year, many of our businesses completed
actions, particularly in Europe, that allowed us to
optimize our manufacturing operations and better
serve our customers. Our team managed a complex
set of activities throughout the fiscal year that we
expect will deliver sustainable margin improvement
for our business.
Despite the focus and attention these actions
required, and only moderate improvement in the
global macroeconomic environment, Parker delivered
consistent financial performance throughout fiscal
year 2014.
Total net sales were a record at $13.2 billion and
represented a 1.5% increase over the prior year. When
adjusted for a joint venture agreement completed
during the year, sales increased 2.5%. Parker recorded
positive order growth in every quarter of fiscal year
2014.
Total segment operating margins for fiscal year
2014 were 13.5% as reported, or 14.3% adjusted for
restructuring expenses. Performance was led by the
North American Industrial business which reported
margins of 16.6%.
Net income was $1.0 billion, or $6.87 per diluted
share, an increase of 10% compared with the prior
year. Adjusted earnings per diluted share were $6.94,
excluding the impact of restructuring expenses, a
gain on the joint venture agreement with GE Aviation
and charges associated with asset write downs.
Cash flow from operations, excluding a $75 million
discretionary pension contribution, was $1.5 billion
or 11.1% of sales. Coinciding with the launch of our
Win Strategy, this represents the 13th consecutive
fiscal year that Parker has generated operating cash
greater than 10% of sales before discretionary pension
contributions.
Our strong cash flow and balance sheet gave us
the flexibility to invest in our business while also
increasing shareholder returns through dividends
and share repurchases. We increased the quarterly
dividend by 7% during the fiscal year, which extends
our long-standing record of increasing dividends
to 58 consecutive fiscal years. We also repurchased
$200 million worth of Parker stock, reaffirming our
confidence in Parker as a long-term investment.
This year, Parker celebrated the 50-year anniversary
of its initial public offering on the New York Stock
Exchange. Marking this occasion allows us to reflect
on our progress over that time. As our results in fiscal
year 2014 highlight, today we are better equipped
than before to build on our position as a premier
diversified industrial company and to advance our
role as a technology leader.
Pursuing Aggressive Growth Targets
Our future aspirations remain centered on the
diligent execution of the Win Strategy. While it has
served us remarkably well over a sustained period
of growth and transformation, there is still room
for us to improve. During fiscal year 2014 we began
formally certifying our operations, through the Win
Certification Program, based on execution of the Win
Strategy. This is an indication of how embedded the
Win Strategy has become in our daily operations.
However, our strategy is best measured by the
financial results it produces, and we remain focused
on pursuing 15% total segment operating margins
over the economic cycle and an aggressive 5-year
compound annual sales growth goal of 10%, including
acquisitions.
Our aerospace business has secured more than $20
billion in contract wins across a broad range of new
aircraft platforms in the past five years. Engineering
and testing of these new systems to support
our customers has increased our research and
development investment. As these aircraft enter into
service in the coming years, we expect to see a return
2
2
2
3
3
3
•
•
•
•
•
on that investment in the form of increased sales,
normalized research and development expenses and
improved segment operating margins.
An increased focus on developing systems and
innovations that add significant customer value are
also expected to positively impact segment operating
margins. By their nature, these opportunities
typically generate higher revenue. Our goal is to have
new products and systems make up an increasingly
greater percentage of our revenue over time.
Our 5-year compound annual sales growth target of
10% will continue to center on strategic acquisitions,
innovation, expanding our distribution network and
growth in emerging markets.
Acquisitions are expected to deliver 4% sales
growth annually. We actively pursued a number of
companies in fiscal year 2014 and completed two
small transactions. We also acquired the intellectual
property and licenses for electroactive polymer
technology from Bayer MaterialScience LLC, and
its Artificial Muscle Incorporated business unit.
This technology is expected to allow us to research
advanced materials in developing smart sensors
and actuators for use in medical devices, remote
monitoring and industrial systems.
Several areas of innovation hold great promise for
the future. For example, our collaboration with
Cleveland Clinic Innovations highlights our ability
to extend innovation outside of our organization to
develop potential new medical advancements. We
have brought together our engineering and new
product development expertise with the Cleveland
Clinic’s clinical and research knowledge and unique
understanding of the need for innovative medical
solutions. Together, we have developed an extensive
pipeline of projects to address the challenges in
health care. Several of these innovations have been
submitted for regulatory approval in the United
States.
In fiscal year 2014, we introduced the improved,
commercial version of Indego®, a powered lower limb
orthotic device also referred to as an exoskeleton,
which will allow people with mobility impairments to
have a whole new level of independence. The device,
which is being tested in collaboration with five of the
top 10 leading rehabilitation centers in the United
States, is expected to be submitted for regulatory
approval in Europe and the United States in 2015.
Previously introduced Parker innovations are
already gaining momentum in the market. The fleet
of refuse trucks equipped with Parker’s RunWise
Advanced Series Hybrid Drive System has surpassed
one million miles of operation in calendar year 2014
and continues to achieve positive fuel savings and
emissions reductions for our customers.
Parker’s strong distribution channel remains an
important and competitively distinct element of
how we execute our growth strategy. Serving the
maintenance, repair and overhaul market for motion
and control technologies, we continue to expand our
global network to more than 13,000 outlets. In this
past fiscal year, we opened our 1,000th ParkerStore
in the Asia Pacific region, marking the rapid pace
of expansion there. We now boast more than 2,300
industrial retail stores globally. We continue to
support our strong distribution channel as an
important conduit to our customers, representing
approximately half of our industrial sales.
Growth in emerging markets remains a cornerstone
of our future plans. Despite near-term challenges, the
fundamental drivers of these markets are population
growth and the associated infrastructure expansion,
which make them an attractive long-term investment.
We anticipate nominal industrial growth of close to
10% per year over the next five years in India, China,
ASEAN countries and Latin America. Parker has
continued to expand its presence in these markets
by investing tens of millions of dollars each year in
manufacturing capacity that supports our customers
with local production in the countries we serve.
While operating margins were the primary focus
of our actions in fiscal year 2014, we continued to
advance our long-term position. I feel very confident
about Parker’s ability to deliver on our goals.
Parker's Win Strategy
Parker's Win Strategy
Vision
Goals
S
T
R
A
T
E
G
I
E
S
The #1 Motion & Control Company
#1 Premier
Customer Service
Financial
Performance
Profitable
Growth
◆ Quality Products
on Time
◆ Value Added Services
◆ Best Systems -
PHconnect
◆ Suppliers: Strategic
Procurement
Internal
Acquisitions
Globalization
◆ Operations: Lean
◆ Customers: Strategic
Pricing
◆ Innovative Products
◆ Systems Solutions
◆ European Initiatives
◆ Strong Distribution
Empowered Employees
Through the Win Strategy, we have implemented a disciplined approach to
managing our business that has driven our success.
Parker’s senior leaders and the Board of Directors celebrated 50 years of growth and innovation since the company’s initial public offering at the New York
Stock Exchange. Parker’s Chairman, Chief Executive Officer and President, Don Washkewicz rang The Closing Bell® on April 24, 2014.
Making a Meaningful Contribution
As we enter our 14th year of executing the Win
Strategy, I am reminded of how far we have come. It
has not always been an easy path, and we have had
to adapt along the way, including during the Great
Recession of 2008 and 2009, as well as during the
transitional year in fiscal year 2014. Throughout this
time, I have been extremely appreciative of our ability
to stay true to the Win Strategy. I am inspired by the
tenacity and focus of Parker people, and by their
ability to deliver premier customer service, innovative
solutions and achieve sound financial performance
through a challenging global environment.
Guided by a sound strategy that keeps us focused on
the fundamentals and drives consistent performance
and supported by our global workforce operating in
50 countries, I have never been more confident in our
future.
We are positioned not only to meet the ongoing needs
of our customers, but also to drive increasing returns
for shareholders. Perhaps even more importantly,
Parker today has the opportunity to make a more
meaningful contribution to human life - a legacy any
company would be proud of and one that inspires all
of us to make the world a better place to live.
At more than 57,000 strong, our employees represent
the foundation of our success and I thank them
for their commitment. To support their health and
well-being, this year we initiated a unique and
comprehensive wellness strategy that focuses on
prevention and effective treatment tools. This is
one of many ways we support our global team in
achieving their goals and presents greater choice to
our employees in managing their health and leading
productive lives both at work and at home.
Sincerely,
Don E. Washkewicz, Chairman, Chief Executive Officer and President
August 2014
4
5
Despite remarkable advancements in medical
science and technology, each year millions
of people lose their fight against cancer,
making the need for effective cancer
treatment one of the most critical
challenges in health care.
Utilizing its knowledge and
experience across several
core technologies, Parker
is collaborating with a
pioneering customer to
develop an innovative
filtration system* designed
to help cancer patients in a
unique way.
A new product for the European
market, the filtration system
utilizes Parker’s pump and
fluid control technology
and is being designed to
enable a treatment called
Immunopheresis, which helps
the body’s own immune system
to overcome cancer cell defenses.
The objective of the treatment is to
process the patients’ blood to remove
inhibitors which block the body’s
immune system from attacking
cancer cells.
The ambition of the team developing
the system is to establish an
approach that is nontoxic and
potentially has fewer side
effects than current treatments
such as chemotherapy
and radiation.
Development and testing of the
filtration system is underway. When
commercialized, it could help improve
the lives of both early and late-stage
cancer patients. By applying its
broad range of technologies,
decades of engineering
expertise and advanced
manufacturing capabilities,
Parker is playing a role in
addressing this significant
health care challenge.
Parker is working with
medical and industry experts
to develop and test the system,
and hopes that these efforts
will result in a successful
submission to the European
Union (EU) regulatory
authorities and ultimately
result in regulatory approval
or clearance to market and
sell the product in Germany
and other countries.
Subsequent to a successful
launch, it is anticipated that
further approvals may be sought
for the treatment around the world.
In the near term, Parker does not
anticipate seeking U.S. Food and Drug
Administration (FDA) approval or
clearance for the filtration system and,
therefore, the product will not be
available at this time for sale
in the United States.
Immunopheresis
UTILIZING PARKER’S TECHNOLOGY TO DEVELOP A POTENTIAL
NEW CANCER TREATMENT
6
*Patents Pending
7
In an effort to advance health care
technologies that improve patient treatment
options, Parker is collaborating with
Cleveland Clinic Innovations, the business
development arm of the Cleveland Clinic
hospital system, to develop new medical
devices. This relationship has inspired a
full pipeline of innovative products, some
of which may soon be
available on the
market and others
that are still in
the research and
development stages.
One product
currently in the
feasibility phase
of manufacturing,
efficacy and patient
safety studies is a
catheter system
called Cardioscope.*
Through a high-
definition color
camera, the objective
of this device is to
capture images of the
inside of a beating
heart, allowing physicians to provide more
precise diagnosis and better evaluation of
surgical procedures.
Current cardiac imaging equipment
often requires patients to consume dye in
preparation for procedures that require
exposure to radiation.
With the Cardioscope, a window of visibility
within the heart is created through the
combination of light transmitting polymers,
a miniature high-definition camera and
a proprietary flow control device that
concentrates the flow of a clear fluid to
produce an optically clear field of vision
within the heart.
In addition to
improved diagnosis
and evaluation, the
Cardioscope also is
expected to allow
physicians to access
the heart by entering
the body through
the leg rather than
the neck, reducing
patient risk and
discomfort.
The miniaturization
of cameras, light
sources and
components has
facilitated the
development of
the Cardioscope.
Coupled with feedback from cardiologists,
Parker’s expertise in extrusion, thermoplastic
elastomers, fittings design and electrical
system protection in harsh environments has
contributed to this advanced imaging system
that carries the potential to expand medical
knowledge and improve patient care.
Cardioscope
PROVIDES MORE PRECISE DIAGNOSIS AND EVALUATION
OF SURGICAL PROCEDURES
8
*Patents Pending
9
While the simple action
of rising from a seat
and walking across a
room may not strike
many as a significant
accomplishment, the
restoration of personal
mobility holds great promise
to provide a new level of
freedom and independence to
those confined to a wheelchair.
Developed for the millions of
people around the world who
have suffered spinal cord injuries,
stroke, multiple sclerosis or other
mobility-restricting conditions,
Parker has recently introduced the
commercial version of Indego.*
Occasionally referred to as an
exoskeleton, Indego is a powered
lower limb orthotic device
that would enable clinicians
to conduct over-ground gait
training during rehabilitation,
and potentially allow mobility-
impaired individuals to stand
and walk in daily use.
Compared to the original
prototype of the device released
in 2012, the commercial version
of Indego is slimmer, and is
designed in a way that would
be easier for the user and clinician
to set up, remove and transport.
The device utilizes no-look
connections, turn-to-fit strapping
and modular segments, enabling
users to put on and take off the device
quickly and without assistance.
Indego is powered by a long-lasting,
quick-change rechargeable battery
that allows for extended use
throughout the day.
The device is wirelessly
paired with the new Indego
software app, which serves
as a useful rehabilitation tool
by providing control over gait
training parameters such as
stride length and pace, and
records performance data for
each patient. This functionality
eliminates the need for
tethered controls.
Parker is working to secure FDA
approval in the United States
and CE marking for Indego in
Europe. Pending regulatory
approvals, Parker is targeting the
commercial launch of Indego
in Europe in early 2015 and in
the United States in late 2015.
10
Indego®
A POWERED LOWER LIMB ORTHOSIS THAT DELIVERS UNPRECEDENTED
USABILITY AND EFFICACY
* CAUTION: Investigational device. Limited by Federal (or United States) law
to investigational use. Patents pending.
11
Parker is researching the impact of applying
advanced materials to its proven condition
monitoring solutions, aiming to create sensors
that could provide physicians a streaming,
detailed analysis of a patient’s health.
Parker’s dynamic sensors currently provide
consistent and accurate readings for pressure,
humidity and
temperature, vital
information which
enables users to
evaluate the status of
medical equipment
and, ultimately,
ensure optimal
performance and
minimize downtime.
The sensors are
used throughout
hospitals, research
and development
laboratories and other
medical facilities.
They are wireless,
battery-powered
and designed for fast
installation without tools. Their advanced
technology allows for extended operation
between battery replacements.
To further enhance the capabilities of the
sensors and improve performance and
efficiency, Parker is applying its advanced
material development capabilities, including
the use of electroactive polymers.
Engineered specifically for health care
applications, these smart sensors could be
implanted into wristbands, chest straps or
other wearable devices and used to measure
a patient’s heart rate,
breathing patterns,
temperature or other
metrics related to
their state of health.
Using low-power
sensors paired to
an intuitive user
interface via wireless
technology, physicians
could continuously
monitor a patient’s
health in remarkable
detail, utilizing
trending biometrics
data to develop a
greater understanding
of their condition and
potentially prevent
threatening complications.
By expanding the bounds of smart sensor
technology, Parker intends to help shape the
future of digital health and enable physicians
to significantly improve patient care.
Smart Sensors
ADVANCED MATERIALS ENGINEERED SPECIFICALLY FOR HEALTH CARE
12
13
Financial Success
Financial Review
Parker continued to execute the Win Strategy in fiscal year 2014, and the company is well positioned for continued profitable
growth. Parker employees have remained steadfast in their dedication to the Win Strategy, and the transformation of the
company’s operations is reflected in its growth and financial performance, enabling us to invest in new opportunities and
provide strong returns to our shareholders.
Consolidated Statement of Income ............................................................. page 22
Consolidated Statement of Cash Flows ...................................................... page 25
Consolidated Statement of Comprehensive Income ................................... page 22
Consolidated Statement of Equity ............................................................... page 26
Business Segment Information ................................................................... page 23
Notes to Consolidated Financial Statements .............................................. page 27
Consolidated Balance Sheet ....................................................................... page 24
Eleven-Year Financial Summary .................................................................. page 42
Total Shareholder Return
Annual Equivalent
Our Return on Net Assets Goal
30%
25%
20%
15%
10%
5%
0%
l
s
e
a
S
n
o
n
r
u
t
e
R
f
o
%
1 . 4 %
L = 2
A
O
A G
12
11
N
O
R
13
14
10
09
3 Year
5 Year
10 Year
S&P 500
S&P 500 Industrials
Parker
The total return calculation reflects share price appreciation and dividend payments and
assumes reinvestment of dividends. The return provided is an annual equivalent percentage
return reflecting the effect of compounding as of June 30, 2014.
Thirteen Consecutive Fiscal Years of Greater Than
10% Cash Flow as a Percent of Sales
Net Cash Provided by Operating Activities*
Millions of Dollars
Net Assets/Sales
Return on Net Assets (RONA) is a common metric used throughout the company, providing
a standard for how efficiently and productively each operating unit employs the average dollar
invested in assets. To reach Parker's internally established benchmark, the RONA Goal line,
operations must successfully balance investments in assets with profitable sales growth.
Since the launch of the Win Strategy, Parker has steadily moved toward the goal, reaching
the line in 2005 and eclipsing it in 2006, 2007, 2008, 2011 and 2012. The impact of the global
recession in 2009 and 2010 and challenging macroeconomic conditions in 2013 pushed this
performance measure below the line. 2014 was a transitional year, causing Parker to remain
below the line.
4
1
0
2
2,000
1,500
1,000
500
0
2
0
0
2
3
0
0
2
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
*Before discretionary pension contributions.
(1) Free cash flow of $1.2 billion is calculated as net cash provided by operating activities
of $1.4 billion minus capital expenditures of $0.2 billion plus discretionary pension
contributions of $0.1 billion.
15%
12%
9%
6%
3%
0%
4
1
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Five-Year Compound
Sales Growth
– Goal: 10%
9%
6%
3%
0%
4
1
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Return on Sales
– Goal: 6.5%
4
1
0
2
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Average Assets/Sales
– Goal: $0.80
25%
20%
15%
10%
5%
0%
4
1
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Return on
Invested Capital
– Goal: 15%
Management’s Discussion and Analysis
Overview
The Company is a leading worldwide diversified manufacturer of motion
and control technologies and systems, providing precision engineered
solutions for a wide variety of mobile, industrial and aerospace markets.
The Company’s order rates provide a near-term perspective of the
Company’s outlook particularly when viewed in the context of prior and
future order rates. The Company publishes its order rates on a quarterly
basis. The lead time between the time an order is received and revenue
is realized generally ranges from one day to 12 weeks for mobile and
industrial orders and from one day to 18 months for aerospace orders.
The Company believes the leading economic indicators of these markets
that have a correlation to the Company’s future order rates are as
follows:
• Purchasing Managers Index (PMI) on manufacturing activity
specific to regions around the world with respect to most mobile
and industrial markets;
• Global aircraft miles flown and global revenue passenger miles
for commercial aerospace markets and Department of Defense
spending for military aerospace markets; and
• Housing starts with respect to the North American residential
air conditioning market and certain mobile construction markets.
A PMI above 50 indicates that the manufacturing activity specific to a
region of the world in the mobile and industrial markets is expanding.
A PMI below 50 indicates the opposite. Recent PMI levels for some
regions around the world were as follows:
June 30, 2014
March 31, 2014
June 30, 2013
United States
Eurozone countries
China
Brazil
55.3
51.8
50.7
48.7
53.7
53.0
48.0
50.6
50.9
48.8
48.2
50.4
Global aircraft miles flown increased six percent from the comparable
2013 level and global revenue passenger miles increased seven percent
from the comparable 2013 level. The Company anticipates that U.S.
Department of Defense spending with regards to appropriations, and
operations and maintenance for the U.S. Government’s fiscal year 2015
will increase by approximately one percent from the comparable fiscal
2014 level.
Housing starts in June 2014 were approximately eight percent higher
than housing starts in June 2013 and were approximately six percent
lower than housing starts in March 2014.
The Company has remained focused on maintaining its financial
strength by adjusting its cost structure to reflect changing demand
levels, maintaining a strong balance sheet and managing its cash. The
Company continues to generate substantial cash flows from operations,
has controlled capital spending and has proactively managed working
capital. The Company has been able to borrow needed funds at
affordable interest rates and had a debt to debt-shareholders’ equity
ratio of 25.9 percent at June 30, 2014 compared to 28.6 percent
at March 31, 2014 and 33.0 percent at June 30, 2013. Net of cash
and cash equivalents and marketable securities, the debt to debt-
shareholders’ equity ratio was 2.0 percent at June 30, 2014 compared
to 7.1 percent at March 31, 2014 and 15.4 percent at June 30, 2013.
The Company believes many opportunities for growth are available.
The Company intends to focus primarily on business opportunities in
the areas of energy, water, food, environment, defense, life sciences,
infrastructure and transportation.
14
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
15
The Company believes it can meet its strategic objectives by:
• Serving the customer and continuously enhancing its experience
with the Company;
• Successfully executing its Win Strategy initiatives relating to premier
customer service, financial performance and profitable growth;
• Maintaining its decentralized division and sales company structure;
• Fostering an entrepreneurial culture;
• Engineering innovative systems and products to provide superior
customer value through improved service, efficiency and productivity;
• Delivering products, systems and services that have demonstrable
savings to customers and are priced by the value they deliver;
• Acquiring strategic businesses;
• Organizing around targeted regions, technologies and markets;
• Driving efficiency by implementing lean enterprise principles; and
• Creating a culture of empowerment through its values, inclusion
and diversity, accountability and teamwork.
Acquisitions will be considered from time to time to the extent there is
a strong strategic fit, while at the same time maintaining the Company’s
strong financial position. The Company will continue to assess its
existing businesses and initiate efforts to divest businesses that are not
considered to be a good long-term strategic fit for the Company. Future
business divestitures could have a negative effect on the Company’s
results of operations.
The discussion below is structured to separately discuss each of the
financial statements presented on pages 22 to 25. All year references
are to fiscal years.
Discussion of Consolidated Statement of Income
The Consolidated Statement of Income summarizes the Company’s
operating performance over the last three fiscal years.
(dollars in millions)
2014
2013
2012
Net sales
Gross profit margin
Selling, general and
administrative expenses
Selling, general and
administrative expenses,
as a percent of sales
Goodwill and intangible
asset impairment
Interest expense
Other (income) expense, net
(Gain) on disposal of assets
Effective tax rate
Net income attributable to
common shareholders
$13,216
$13,016
$13,146
22.9%
22.5%
24.2%
$ 1,634
$ 1,555
$ 1,519
12.4%
11.9%
11.6%
$ 189
83
(26)
(409)
33.1%
$ —
92
(18)
(10)
27.6%
$ —
93
1
(2)
26.7%
$ 1,041
$ 948
$ 1,152
NET SALES in 2014 were 1.5 percent higher than 2013. Acquisitions
made in the last 12 months contributed approximately $74 million
in sales in 2014 and the effect of currency rate changes decreased
net sales in 2014 by approximately $22 million. Excluding the effect
of acquisitions and currency rate changes, net sales in 2014 were
1.1 percent higher than 2013. The increase in sales in 2014 is
primarily due to higher volume experienced in the Diversified
Industrial International businesses partially offset by lower sales
in the Aerospace Systems Segment.
16
Net sales in 2013 were 1.0 percent lower than 2012. Acquisitions
made during 2013 contributed approximately $448 million in sales
and the effect of currency rate changes decreased net sales in 2013
by approximately $140 million. Excluding the effect of acquisitions
and currency rate changes, net sales in 2013 were 3.3 percent lower
than 2012. The decrease in sales in 2013 is primarily due to lower
volume experienced in the Diversified Industrial Segment.
GROSS PROFIT MARGIN increased in 2014 primarily due to lower
defined benefit costs, and a favorable product mix in the Diversified
Industrial North American businesses, partially offset by higher
business realignment charges in the Diversified Industrial International
businesses and higher product support costs and an unfavorable
product mix in the Aerospace Systems Segment. Gross profit margin
decreased in 2013 primarily due to higher defined benefit costs,
operating inefficiencies in the Diversified Industrial Segment and
higher engineering development costs in the Aerospace Systems
Segment. Pension cost included in cost of sales in 2014, 2013 and
2012 were $174.8 million, $205.7 million and $138.5 million,
respectively. The lower pension cost in 2014 primarily resulted
from a lower amount of actuarial losses, primarily related to domestic
defined benefit plans. The higher pension cost in 2013 primarily
resulted from a higher amount of actuarial losses, primarily related
to the domestic defined benefit plans. Included in cost of sales
in 2014, 2013 and 2012 were business realignment charges of
$63.6 million, $8.4 million and $12.7 million, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased 5.1
percent in 2014 and increased 2.3 percent in 2013. The increase in 2014
was primarily due to higher business realignment expenses and stock
compensation expense, partially offset by lower expenses associated
with the Company’s various other incentive compensation programs.
Stock compensation expense increased primarily as a result of a higher
stock price used in the calculation of the fair value of the stock awards
at the date of grant. The increase in 2013 was primarily due to higher
amortization expense and charitable contributions, partially offset
by lower net expenses associated with the Company’s incentive and
deferred compensation programs. Pension cost included in selling,
general and administrative expenses in 2014, 2013 and 2012 were
$64.2 million, $78.5 million and $52.8 million, respectively. The lower
pension cost in 2014 primarily resulted from a lower amount of actuarial
losses, primarily related to domestic defined benefit plans. The higher
pension cost in 2013 primarily resulted from a higher amount of actuarial
losses, primarily related to the domestic defined benefit plans. Included
in selling, general and administrative expenses in 2014, 2013 and 2012
were business realignment charges of $38.9 million, $3.9 million and
$1.0 million, respectively.
GOODWILL AND INTANGIBLE ASSET IMPAIRMENT related to the
Worldwide Energy Products Division. Refer to Note 7 to the
Consolidated Financial Statements for further discussion.
INTEREST EXPENSE in 2014 decreased primarily due to a lower average
interest rate in the debt portfolio, including lower average borrowing
rates on commercial paper borrowings, more than offsetting the effect
of higher weighted-average borrowings. Interest expense in 2013
decreased primarily due to a lower average interest rate in the debt
portfolio during the latter part of 2013 than the debt portfolio during the
latter half of 2012 more than offsetting the effect of higher weighted-
average borrowings and interest rates on commercial paper borrowings.
OTHER (INCOME) EXPENSE, NET in 2014 includes $11.1 million of
income related to the Company’s equity interests in joint ventures.
(GAIN) ON DISPOSAL OF ASSETS in 2014 includes a gain of $412.6
million related to the deconsolidation of a subsidiary. (Gain) on disposal
of assets in 2013 includes a net gain of $14.7 million resulting
from business divestiture activity. (Gain) on disposal of assets in
2012 included $3.7 million of gains from asset sales.
EFFECTIVE TAX RATE in 2014 was unfavorably impacted by discrete
tax costs related to a non-deductible goodwill and intangible asset
impairment charge, the deconsolidation of a subsidiary, and the
expiration of the U.S. Research and Development credit. The effective
tax rate in 2013 was higher primarily due to an unfavorable geographical
mix of earnings. The effective tax rate in 2013 was favorably impacted
by the enactment of the American Taxpayer Relief Act.
Discussion of Business Segment Information
The Business Segment information presents sales, operating income
and assets on a basis that is consistent with the manner in which the
Company’s various businesses are managed for internal review and
decision-making. As of July 1, 2013, the Company consolidated its
Climate & Industrial Controls businesses into existing operating groups
within the Industrial Segment. As a result of this consolidation and
resulting change in management structure made in connection with
the strategic divestiture of certain operations in the Climate & Industrial
Controls Segment, the Company now has two reporting segments:
Diversified Industrial (formerly referred to as Industrial) and Aerospace
Systems (formerly referred to as Aerospace). All prior period results
have been revised to reflect the new reporting segment structure.
DIVERSIFIED INDUSTRIAL SEGMENT
(dollars in millions)
2014
2013
2012
Sales
North America
International
Operating income
North America
International
Operating income
as a percent of sales
North America
International
Backlog
Assets
Return on average assets
$5,694
5,288
$5,638
5,110
946
572
909
602
$5,708
5,335
960
752
16.6%
10.8%
$ 1,861
9,502
16.1%
11.8%
$1,803
9,388
16.8%
14.1%
$ 1,974
8,696
16.1%
16.7%
19.2%
Sales in 2014 for the Diversified Industrial North American operations
increased 1.0 percent from 2013 compared to a 1.2 percent decrease
from 2012 to 2013. Acquisitions completed within the last 12 months
contributed approximately $53 million in sales in 2014. The effect of
currency rate changes decreased 2014 net sales by approximately
$26 million, reflecting the strengthening of the U.S. dollar against
the Canadian dollar. Excluding acquisitions and the effect of currency
rate changes, the change in sales in 2014 reflects higher demand from
distributors as well as from end-users in the construction equipment
and oil and gas markets, partially offset by lower end-user demand in
the heavy-duty truck, farm and agriculture equipment, engine, and car
and light truck markets. Excluding acquisitions, sales in 2013 decreased
4.1 percent reflecting lower demand from distributors as well as from
end-users in most markets with the largest decline occurring in the
construction equipment, oil and gas, mining, heavy-duty truck and
machine tool markets.
Sales in the Diversified Industrial International operations increased
3.5 percent in 2014 compared to a decrease of 4.2 percent from 2012
to 2013. Acquisitions completed within the last 12 months contributed
approximately $21 million in sales in 2014. The effect of currency
rate changes did not have an overall impact on sales in 2014 as
currency rate changes in Europe were offset by currency rate changes
in the Asia Pacific region and Latin America. Excluding acquisitions
and the effect of currency rate changes, sales in 2014 in the Diversified
Industrial International operations increased 3.1 percent, primarily due
to higher volume in all regions with 50 percent of the increase occurring
in the Asia Pacific region and one-third of the increase occurring in
Europe. Excluding acquisitions and the effect of currency rate changes,
the sales decrease in 2013 was primarily due to lower volume across
most markets in all regions with the largest decrease equally distributed
between Europe and the Asia Pacific region.
The absence of sales from divested businesses was also a contributing
factor to the sales fluctuation between 2013 and 2014 in both the
Diversified Industrial North American and Diversified Industrial
International businesses.
The increase in operating margins in 2014 in the Diversified Industrial
North American operations was primarily due to the higher sales volume,
a favorable product mix and lower raw material prices, partially offset
by higher intangible asset amortization expense related to 2013
acquisitions. The decrease in operating margins in 2014 in the Diversified
Industrial International operations was primarily due to higher business
realignment charges and associated operating inefficiencies partially
offset by the impact of the higher sales volume and a favorable product
mix. The decrease in operating margins in 2013 in the Diversified
Industrial North American operations was primarily due to an unfavorable
product mix and operating inefficiencies resulting from the decrease
in sales volume, partially offset by the favorable effect of lower raw
material prices. The decrease in operating margins in 2013 in the
Diversified Industrial International operations was primarily due to
the lower sales volume, resulting in operating inefficiencies, as well
as the impact of integration costs related to 2013 acquisitions.
The following business realignment charges are included in Diversified
Industrial North America and Diversified Industrial International
operating income:
(dollars in thousands)
Diversified Industrial
North America
Diversified Industrial
International
2014
2013
2012
$ 2,304
$2,661
$ 3,355
99,220
9,573
10,966
The business realignment charges consist primarily of severance
costs resulting from plant closures as well as general reductions in
work force. The majority of the Diversified Industrial International
business realignment charges were incurred in Europe. The Industrial
North America business realignment charges for 2012 also included
expenses associated with enhanced retirement benefits. The Company
does not anticipate that cost savings realized from the work force
reductions taken during 2014 in the Diversified Industrial North
American businesses will have a material impact on future operating
income and anticipates that cost savings realized from work force
reduction measures taken in the Diversified Industrial International
businesses will positively impact operating income by approximately
nine percent in 2015. In 2015, the Company expects to continue to
take actions necessary to structure appropriately the operations of
the Diversified Industrial Segment. Such actions are expected to result
in approximately $55 million in business realignment charges in 2015.
The Company anticipates Diversified Industrial North American sales
for 2015 will increase between 3.0 percent and 7.0 percent from the
2014 level and Diversified Industrial International sales for 2015 will
increase between 1.0 percent and 4.0 percent from the 2014 level.
Diversified Industrial North American operating margins in 2015 are
expected to range from 16.5 percent to 16.9 percent and Diversified
Industrial International margins are expected to range from 14.7 percent
to 15.7 percent.
17
The increase in total Diversified Industrial Segment backlog in 2014
was primarily due to order rates exceeding shipments in the Diversified
Industrial North American businesses. The decline in total Diversified
Industrial Segment backlog in 2013 was primarily due to lower order
rates in both the Diversified Industrial North American and Diversified
Industrial International businesses, partially offset by an increase in
backlog from acquisitions. Backlog consists of written firm orders
from a customer to deliver products and, in the case of blanket
purchase orders, only includes the portion of the order for which
a schedule or release date has been agreed to with the customer.
The dollar value of backlog is equal to the amount that is expected
to be billed to the customer and reported as a sale.
The increase in assets in 2014 was primarily due to the effect of
currency fluctuations and an increase in accounts receivable, partially
offset by decreases in goodwill, intangible assets and inventory. The
increase in assets in 2013 was primarily due to acquisitions as well as
increases in plant and equipment, net and cash and cash equivalents,
partially offset by the effect of currency fluctuations as well as
decreases in inventory and intangible assets.
AEROSPACE SYSTEMS SEGMENT
(dollars in millions)
2014
Sales
Operating income
Operating income
as a percent of sales
Backlog
Assets
Return on average assets
$2,235
271
12.1%
$ 1,994
1,359
21.7%
2013
$2,268
280
12.4%
$ 1,936
1,140
25.8%
2012
$2,103
290
13.8%
$1,862
1,033
28.6%
Sales in 2014 were lower than the 2013 level as higher volume in the
commercial original equipment manufacturer (OEM) business was offset
by the absence of sales from the deconsolidated subsidiary whose sales
are now reported by the joint venture with GE Aviation as well as lower
volume in the military OEM and aftermarket businesses and the commercial
aftermarket business. The increase in net sales in 2013 was primarily
due to higher volume in all businesses with the largest increase being
experienced in the commercial and military OEM businesses.
The lower margin in 2014 was primarily due to an unfavorable product
mix, the impact of the joint venture with GE Aviation, and higher
product support costs. Margins in 2014 were favorably impacted by
the finalization of contract negotiations related to certain programs.
The lower margin in 2013 was primarily due to higher engineering
development costs, including fuel cell development, more than
offsetting the benefit of the higher sales volume.
The increase in backlog in 2014 was primarily due to order rates
exceeding shipments in the commercial and military OEM businesses,
partially offset by shipments exceeding order rates in the military
and commercial aftermarket businesses as well as the absence of
backlog of the deconsolidated subsidiary. The increase in backlog in
2013 was primarily due to higher commercial and military OEM orders
and commercial aftermarket orders, partially offset by lower military
aftermarket orders. Backlog consists of written firm orders from
a customer to deliver products and, in the case of blanket purchase
orders, only includes the portion of the order for which a schedule
or release date has been agreed to with the customer. The dollar
value of backlog is equal to the amount that is expected to be billed
to the customer and reported as a sale.
For 2015, sales are expected to increase between 2.0 percent and
3.0 percent from the 2014 level and operating margins are expected
to range from 13.1 percent to 13.9 percent. A higher concentration
of commercial OEM volume in future product mix and higher than
expected new product development costs could result in lower margins.
The increase in assets in 2014 was primarily due to the investment
in the joint venture with GE Aviation. The increase in assets in 2013
was primarily due to increases in accounts receivable, inventory and
intangible assets.
CORPORATE assets increased 19.9 percent in 2014 compared to an
increase of 39.7 percent from 2012 to 2013. The change in Corporate
assets in 2014 and 2013 was primarily due to fluctuations in the
amount of cash and cash equivalents and marketable securities.
The change in 2013 was also due to a fluctuation in deferred taxes.
Discussion of Consolidated Balance Sheet
The Consolidated Balance Sheet shows the Company’s financial
position at year-end, compared with the previous year-end. This
discussion provides information to assist in assessing factors such
as the Company’s liquidity and financial resources.
(dollars in millions)
Cash
Trade accounts receivable, net
Inventories
Investments and other assets
Intangible assets, net
Goodwill
Notes payable and long-term debt payable
within one year
Shareholders’ equity
Working capital
Current ratio
2014
$2,187
1,858
1,372
1,019
1,188
3,171
817
6,659
$2,819
1.9
2013
$1,781
1,841
1,377
687
1,290
3,224
1,334
5,738
$2,011
1.6
CASH (comprised of cash and cash equivalents and marketable
securities) includes $2,126 million and $1,655 million held by the
Company’s foreign subsidiaries at June 30, 2014 and June 30, 2013,
respectively. Generally, cash and cash equivalents and marketable
securities held by foreign subsidiaries are not readily available for use
in the United States without adverse tax consequences. The Company’s
principal sources of liquidity are its cash flows provided by operating
activities, commercial paper borrowings or borrowings directly from
its line of credit. The Company does not believe the level of its non-U.S.
cash position will have an adverse effect on working capital needs,
planned growth, repayment of maturing debt, benefit plan funding,
dividend payments or share repurchases.
TRADE ACCOUNTS RECEIVABLE, NET are receivables due from customers
for sales of product. Days sales outstanding relating to trade receivables
for the Company was 48 days in 2014 and 49 days in 2013. The Company
believes that its receivables are collectible and appropriate allowances
for doubtful accounts have been recorded.
INVENTORIES decreased $6 million (which includes an increase of $22
million from the effect of foreign currency translation and a decrease
of $34 million related to the deconsolidation of a subsidiary) primarily
due to a decrease in inventory levels in the Aerospace Systems Segment
partially offset by an increase in inventory levels in the Diversified
Industrial International businesses. Days supply of inventory on hand
was 61 days in 2014 and 62 days in 2013.
INVESTMENTS AND OTHER ASSETS at June 30, 2014 includes the
fair value of the Company’s equity investment in the joint venture
with GE Aviation. See Note 2 to the Consolidated Financial Statements
for further discussion.
INTANGIBLE ASSETS, NET AND GOODWILL decreased from the 2013
amounts primarily due to impairment charges of approximately $44
million and $140 million, respectively, recognized in the second quarter
of fiscal 2014. See Note 7 to the Consolidated Financial Statements for
further discussion.
In both 2013 and 2012, the Company purchased the outstanding shares
not previously owned by the Company in majority-owned subsidiaries.
Cash flows used in financing activities in 2012 included a borrowing
and a repayment, each for Japanese Yen (JPY) 6 billion (approximately
$73 million), under the terms of separate credit facilities.
NOTES PAYABLE AND LONG-TERM DEBT PAYABLE WITHIN ONE YEAR
decreased primarily due to a lower amount of commercial paper
borrowings outstanding at the end of 2014. The Company from time
to time will utilize short-term intercompany loans to repay commercial
paper borrowings. At times, the short-term intercompany loans are
outstanding at the end of a fiscal quarter.
SHAREHOLDERS’ EQUITY activity during 2014 included a decrease of
$200 million related to share repurchases, an increase of $91 million
related to pensions and postretirement benefits, and an increase
of $193 million related to foreign currency translation adjustments.
Dividends have been paid for 256 consecutive quarters, including a
yearly increase in dividends for the last 58 fiscal years. The current
annual dividend rate is $1.92.
The Company’s goal is to maintain no less than an “A” rating on
senior debt to ensure availability and reasonable cost of external funds.
As one means of achieving this objective, the Company has established
a financial goal of maintaining a ratio of debt to debt-shareholders’
equity of no more than 37 percent.
DEBT TO DEBT-SHAREHOLDERS’ EQUITY RATIO
(dollars in millions)
2014
Discussion of Consolidated Statement of Cash Flows
The Consolidated Statement of Cash Flows reflects cash inflows and
outflows from the Company’s operating, investing and financing activities.
Debt
Debt & Shareholders’ Equity
Ratio
$2,325
8,984
2013
$2,830
8,568
25.9%
33.0%
A summary of cash flows follows:
(dollars in millions)
2014
2013
2012
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rates
$1,388
(646)
(958)
48
$1,191
(810)
576
(14)
$1,530
(376)
(824)
(150)
Net (decrease) increase in cash
and cash equivalents
$ (168)
$ 943
$ 181
CASH FLOWS FROM OPERATING ACTIVITIES in 2014 benefited from a
$294 million increase in cash provided by working capital items partially
offset by a $184 million decrease in net income after consideration of
non-cash items, including a $413 million gain on the deconsolidation
of a subsidiary and a $189 million impairment charge. Refer to Note 2
and Note 7 to the Consolidated Financial Statements for further discussion
of the gain on deconsolidation and impairment charge, respectively.
During 2014, the Company also made a $75 million voluntary cash
contribution to the Company’s domestic qualified defined benefit plan.
Cash flow from operating activities decreased from 2012 primarily due
to a decrease in net income as well as $226 million of voluntary cash
contributions made to the Company’s domestic qualified defined benefit
pension plan in 2013.
CASH FLOWS USED IN INVESTING ACTIVITIES decreased from 2013
primarily due to a lower level of acquisition activity and the proceeds
from the sale of a 50 percent equity interest in a subsidiary related to
the joint venture with GE Aviation (refer to Note 2 to the Consolidated
Financial Statements for further discussion), partially offset by purchases
of marketable securities and other investments. Cash flows used in
investing activities increased from 2012 primarily due to an increase
in acquisition activity and capital expenditures, partially offset by net
proceeds from business divestitures.
CASH FLOWS USED IN FINANCING ACTIVITIES increased from 2013
primarily due to a lower level of borrowings required to support
acquisition activity. The Company repurchased 1.7 million common
shares for $200 million during 2014 as compared to the repurchase
of approximately 3.0 million common shares for $257 million in 2013
and 6.4 million common shares for $455 million in 2012. Cash flows
provided by financing activities in 2013 included a higher level of
commercial paper borrowings due to the increase in acquisition activity.
As of June 30, 2014, the Company had a line of credit totaling $2,000
million through a multi-currency revolving credit agreement with a
group of banks, of which $1,184 million was available at June 30, 2014.
The credit agreement expires in October 2017; however, the Company
has the right to request a one-year extension of the expiration date on
an annual basis, which request may result in changes to the current
terms and conditions of the credit agreement. Advances from the
credit agreement can be used for general corporate purposes, including
acquisitions, and for the refinancing of existing indebtedness. The
revolving credit agreement requires the payment of an annual facility
fee, the amount of which would increase in the event the Company’s
credit ratings are lowered. Although a lowering of the Company’s
credit ratings would likely increase the cost of future debt, it would
not limit the Company’s ability to use the credit agreement nor would
it accelerate the repayment of any outstanding borrowings.
The Company is currently authorized to sell up to $1,850 million of
short-term commercial paper notes. As of June 30, 2014, $816 million
of commercial paper notes were outstanding and the largest amount
of commercial paper notes outstanding during the last quarter of
2014 was $1,079 million.
The Company’s credit agreements and indentures governing certain
debt agreements contain various covenants, the violation of which
would limit or preclude the use of the applicable agreements for future
borrowings, or might accelerate the maturity of the related outstanding
borrowings covered by the applicable agreements. Based on the
Company’s rating level at June 30, 2014, the most restrictive financial
covenant contained in the credit agreements and the indentures
provides that the ratio of secured debt to net tangible assets be
less than 10 percent. However, the Company currently does not have
secured debt in its debt portfolio. The Company is in compliance with
all covenants and expects to remain in compliance during the term
of the credit agreements and indentures.
18
19
CONTRACTUAL OBLIGATIONS – The total amount of gross unrecognized
tax benefits, including interest, for uncertain tax positions was $173.0
million at June 30, 2014. Payment of these obligations would result
from settlements with worldwide taxing authorities. Due to the difficulty
in determining the timing of the settlements, these obligations are not
included in the following summary of the Company’s fixed contractual
obligations. References to Notes are to the Notes to the Consolidated
Financial Statements.
(dollars in millions)
Payments due by period
Contractual
obligations
Long-term
debt
(Note 9)
Interest on
long-term
debt
Operating
leases
(Note 9)
Retirement
benefits
(Note 10)
Less than
1 year
Total
1-3 years 3-5 years
More than
5 years
$ 1,508
$ —
$333
$ 550
$ 625
659
55
91
74
439
291
91
101
37
118
69
12
12
62
25
Total
$2,576
$215
$537
$673
$1,151
Quantitative and Qualitative Disclosures About
Market Risk
The Company manages foreign currency transaction and translation risk
by utilizing derivative and non-derivative financial instruments, including
forward exchange contracts, costless collar contracts, cross-currency
swap contracts and certain foreign denominated debt designated as net
investment hedges. The derivative financial instrument contracts are
with major investment grade financial institutions and the Company
does not anticipate any material non-performance by any of the
counterparties. The Company does not hold or issue derivative financial
instruments for trading purposes.
Derivative financial instruments are recognized on the Consolidated
Balance Sheet as either assets or liabilities and are measured at fair
value. Further information on the fair value of these contracts is
provided in Note 15 to the Consolidated Financial Statements. Gains
or losses on derivatives that are not hedges are adjusted to fair
value through the Consolidated Statement of Income. Gains or losses
on derivatives that are hedges are adjusted to fair value through
accumulated other comprehensive income (loss) in the Consolidated
Balance Sheet until the hedged item is recognized in earnings. The
translation of the foreign denominated debt that has been designated as
a net investment hedge is recorded in accumulated other comprehensive
income (loss) and remains there until the underlying net investment is
sold or substantially liquidated.
The Company’s debt portfolio contains variable rate debt, inherently
exposing the Company to interest rate risk. The Company’s objective
is to maintain a 60/40 mix between fixed rate and variable rate debt
thereby limiting its exposure to changes in near-term interest rates.
A 100 basis point increase in near-term interest rates would increase
annual interest expense on variable rate debt existing at June 30, 2014
by approximately $12 million.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
The policies discussed below are considered by management to be
more critical than other policies because their application places the
most significant demands on management’s judgment.
REVENUE RECOGNITION – Substantially all of the Diversified Industrial
Segment revenues are recognized when persuasive evidence of an
arrangement exists, product has shipped and the risks and rewards of
ownership have transferred or services have been rendered, the price to
the customer is fixed and determinable and collectibility is reasonably
assured, which is generally at the time the product is shipped. The
Aerospace Systems Segment recognizes revenues primarily using the
percentage of completion method and the extent of progress toward
completion is primarily measured using the units-of-delivery method.
The Company estimates costs to complete long-term contracts for
purposes of evaluating and establishing contract reserves. The
estimation of these costs requires substantial judgment on the part
of management due to the duration of the contractual agreements as
well as the technical nature of the products involved. Adjustments to
cost estimates are made on a consistent basis and a contract reserve
is established when the estimated costs to complete a contract exceed
the expected contract revenues.
IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS – Goodwill is
tested for impairment, at the reporting unit level, on an annual basis and
between annual tests whenever events or circumstances indicate that
the carrying value of a reporting unit may exceed its fair value. For the
Company, a reporting unit is one level below the operating segment
level. Determining whether an impairment has occurred requires the
valuation of the respective reporting unit, which the Company has
consistently estimated using primarily a discounted cash flow model.
The Company believes that the use of a discounted cash flow model
results in the most accurate calculation of a reporting unit’s fair value
since the market value for a reporting unit is not readily available. The
discounted cash flow analysis requires several assumptions including
future sales growth and operating margin levels as well as assumptions
regarding future industry specific market conditions. Each reporting
unit regularly prepares discrete operating forecasts and uses these
forecasts as the basis for the assumptions used in the discounted cash
flow analysis. The Company has consistently used a discount rate
commensurate with its cost of capital, adjusted for inherent business
risks, and an appropriate terminal growth factor. The Company also
reconciles the estimated aggregate fair value of its reporting units
as derived from the discounted cash flow analysis to the Company’s
overall market capitalization.
The Company continually monitors its reporting units for impairment
indicators and updates assumptions used in the most recent calculation
of the fair value of a reporting unit as appropriate. During fiscal 2014,
the Company made a decision to restructure and change the strategic
direction of its Worldwide Energy Products Division (EPD). The
Company calculated the fair value of EPD using assumptions reflecting
the Company’s current strategic direction for this reporting unit, the
results of which indicated that the carrying value of EPD exceeded its
fair value. As a result, the Company estimated the implied fair value
of EPD’s goodwill, which resulted in a non-cash impairment charge
of $140.3 million. The fair value of EPD was calculated using both a
discounted cash flow analysis and estimated fair market values of
comparable businesses. The results of the Company’s fiscal 2014
annual goodwill impairment test performed as of December 31, 2013
indicated that no additional goodwill impairment existed.
The Company is unaware of any current market trends that are
contrary to the assumptions made in the estimation of the fair value
of any of its reporting units. If actual experience is not consistent with
the assumptions made in the estimation of the fair value of the reporting
units, especially assumptions regarding penetration into new markets
and the recovery of the current economic environment, it is possible
that the estimated fair value of certain reporting units could fall below
their carrying value resulting in the necessity to conduct additional
goodwill impairment tests.
Long-lived assets held for use, which primarily includes finite-lived
intangible assets and plant and equipment, are evaluated for impairment
whenever events or circumstances indicate that the undiscounted net
cash flows to be generated by their use over their expected useful
lives and eventual disposition are less than their carrying value.
The long-term nature of these assets requires the estimation of their
cash inflows and outflows several years into the future and only takes
into consideration technological advances known at the time of the
impairment test. During fiscal 2014, in connection with the goodwill
impairment review discussed above, the Company determined certain
intangible assets of EPD, primarily trademarks and customer lists, and
plant and equipment were impaired resulting in a non-cash impairment
charge of $48.6 million. The fair value of EPD’s intangible assets and
plant and equipment were determined using the income approach for
each asset. There were no events or circumstances that indicated that
the carrying value of the Company’s remaining long-lived assets held
for use were not recoverable.
INVENTORIES – Inventories are valued at the lower of cost or market.
Cost is determined on the last-in, first-out basis for a majority of
domestic inventories and on the first-in, first-out basis for the balance
of the Company’s inventories. Inventories have been reduced by an
allowance for obsolete inventories. The estimated allowance is based
on management’s review of inventories on hand compared to estimated
future usage and sales. Changes in the allowance have not had a
material effect on the Company’s results of operations, financial
position or cash flows.
PENSIONS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS –
The annual net periodic expense and benefit obligations related to the
Company’s defined benefit plans are determined on an actuarial basis.
This determination requires critical assumptions regarding the discount
rate, long-term rate of return on plan assets, increases in compensation
levels, amortization periods for actuarial gains and losses and health
care cost trends.
Assumptions are determined based on Company data and appropriate
market indicators, and are evaluated each year as of the plans’
measurement date. Changes in the assumptions to reflect actual
experience as well as the amortization of actuarial gains and losses
could result in a material change in the annual net periodic expense
and benefit obligations reported in the financial statements. For the
Company’s domestic defined benefit plans, a 50 basis point change
in the assumed long-term rate of return on plan assets is estimated
to have an $11 million effect on pension expense and a 50 basis point
decrease in the discount rate is estimated to increase pension expense
by $18 million. As of June 30, 2014, $1,016 million of past years’ net
actuarial losses related to the Company’s domestic qualified defined
benefit plans are subject to amortization in the future. These losses
will generally be amortized over approximately eight years and will
negatively affect earnings in the future. Actuarial gains experienced in
future years will help reduce the effect of the actuarial loss amortization.
Further information on pensions and postretirement benefits other than
pensions is provided in Note 10 to the Consolidated Financial Statements.
STOCK-BASED COMPENSATION – The computation of the expense
associated with stock-based compensation requires the use of a
valuation model. The Company currently uses a Black-Scholes option
pricing model to calculate the fair value of its stock options and stock
appreciation rights. The Black-Scholes model requires assumptions
regarding the volatility of the Company’s stock, the expected life of the
stock award and the Company’s dividend ratio. The Company primarily
uses historical data to determine the assumptions to be used in the
Black-Scholes model and has no reason to believe that future data is
likely to differ materially from historical data. However, changes in the
assumptions to reflect future stock price volatility, future dividend
payments and future stock award exercise experience could result in a
change in the assumptions used to value awards in the future and may
result in a material change to the fair value calculation of stock-based
awards. Further information on stock-based compensation is provided
in Note 12 to the Consolidated Financial Statements.
INCOME TAXES – Significant judgment is required in determining
the Company’s income tax expense and in evaluating tax positions.
Deferred income tax assets and liabilities have been recorded for
the differences between the financial accounting and income tax
basis of assets and liabilities. Factors considered by the Company
in determining the probability of realizing deferred income tax assets
include forecasted operating earnings, available tax planning strategies
and the time period over which the temporary differences will reverse.
The Company reviews its tax positions on a regular basis and adjusts
the balances as new information becomes available. Further information
on income taxes is provided in Note 4 to the Consolidated Financial
Statements.
LOSS CONTINGENCIES – The Company has a number of loss exposures
incurred in the ordinary course of business such as environmental
claims, product liability, litigation and accounts receivable reserves.
Establishing loss accruals for these matters requires management’s
estimate and judgment with regards to risk exposure and ultimate
liability or realization. These loss accruals are reviewed periodically
and adjustments are made to reflect the most recent facts and
circumstances.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board issued
Accounting Standards Update (ASU) 2014-09, “Revenue from
Contracts with Customers.” ASU 2014-09 requires revenue recognition
to depict the transfer of goods or services to customers in an amount
that reflects the consideration that a company expects to be entitled
to in exchange for the goods or services. To achieve this principle, a
company must apply five steps including, identifying the contract with
a customer, identifying the performance obligations in the contract,
determining the transaction price, allocating the transaction price to
the performance obligations, and recognizing revenue when (or as) the
company satisfies the performance obligations. Additional quantitative
and qualitative disclosure to enhance the understanding about the
nature, amount, timing, and uncertainty of revenue and cash flows
is also required. ASU 2014-09 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2016. The
Company has not yet determined the effect that ASU 2014-09 will
have on its results of operations, statement of financial position,
or financial statement disclosures.
20
21
Financial Statements
CONSOLIDATED STATEMENT OF INCOME
(DOLL A RS IN THOUSA NDS, E XCEPT PER SH A RE A MOUNTS)
BUSINESS SEGMENT INFORM ATION
(DOLL A RS IN THOUSA NDS)
For the years ended June 30,
2014
2013
2012
Net Sales
Cost of sales
$13,215,971
10,188,227
$13,015,704
10,086,675
$13,145,942
9,958,337
Gross profit
Selling, general and administrative expenses
Goodwill and intangible asset impairment (Note 7)
Interest expense
Other (income) expense, net
(Gain) on disposal of assets (Note 2)
Income before income taxes
Income taxes (Note 4)
Net Income
Less: Noncontrolling interest in subsidiaries’ earnings
3,027,744
1,633,992
188,870
82,566
(25,513)
(408,891)
1,556,720
515,302
1,041,418
370
2,929,029
1,554,973
—
91,552
(18,198)
(10,299)
1,311,001
362,217
948,784
357
3,187,605
1,519,316
—
92,790
1,295
(2,494)
1,576,698
421,206
1,155,492
3,669
Net Income Attributable to Common Shareholders
$ 1,041,048
$ 948,427
$ 1,151,823
Earnings per Share Attributable to
Common Shareholders (Note 5)
Basic earnings per share
$ 6.98
$ 6.36
$ 7.62
Diluted earnings per share
$ 6.87
$ 6.26
$ 7.45
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIV E INCOME
(DOLL A RS IN THOUSA NDS)
For the years ended June 30,
Net Income
Less: Noncontrolling interests in subsidiaries’ earnings
Net income attributable to common shareholders
2014
$ 1,041,418
370
1,041,048
2013
$ 948,784
357
948,427
2012
$1,155,492
3,669
1,151,823
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment (net of tax of $4,692,
$1,239 and $(11,530) in 2014, 2013 and 2012)
Retirement benefits plan activity (net of tax of $(54,473),
$(195,884) and $330,984 in 2014, 2013 and 2012)
Realized loss (net of tax of $(101), $(101) and $(102)
in 2014, 2013 and 2012)
Other comprehensive income (loss)
Less: Other comprehensive (loss) for
noncontrolling interests
Other comprehensive income (loss) attributable to
common shareholders
Total Comprehensive Income Attributable to
Common Shareholders
The accompanying notes are an integral part of the financial statements.
192,925
91,182
205
284,312
(18,974)
(392,742)
325,066
204
306,296
(597,979)
204
(990,517)
(23)
(1,771)
(25,607)
284,335
308,067
(964,910)
$1,325,383
$1,256,494
$ 186,913
By Industry
Net Sales:
Diversified Industrial:
North America
International
Aerospace Systems
Segment Operating Income:
Diversified Industrial:
North America
International
Aerospace Systems
Total segment
operating income
Corporate administration
Income before
interest expense
and other
Interest expense
Other (income) expense
Income before
income taxes
Assets:
Diversified Industrial
Aerospace Systems (a)
Corporate (b)
Property Additions (c):
Diversified Industrial
Aerospace Systems
Corporate
Depreciation:
Diversified Industrial
Aerospace Systems
Corporate
2014
2013
2012
2014
2013
2012
By Geographic Area (d)
$ 5,693,527
5,287,916
2,234,528
$ 5,637,657
5,110,332
2,267,715
$ 5,708,057
5,335,138
2,102,747
$13,215,971
$ 13,015,704
$13,145,942
$ 946,493
572,476
271,238
$ 908,719
602,480
280,286
$ 960,252
752,155
290,135
1,790,207
181,926
1,791,485
185,767
2,002,542
193,367
1,608,281
82,566
(31,005)
1,605,718
91,552
203,165
1,809,175
92,790
139,687
$ 1,556,720
$ 1,311,001
$ 1,576,698
$ 9,501,837
1,359,130
2,413,395
$ 9,388,027
1,139,967
2,012,904
$ 8,696,094
1,033,449
1,440,739
$13,274,362
$12,540,898
$11,170,282
$ 189,832
23,261
3,247
$ 312,392
20,838
7,105
$ 219,872
19,651
8,223
Net Sales:
North America
International
Long-Lived Assets:
North America
International
$ 7,853,603
5,362,368
$ 7,844,552
5,171,152
$ 7,830,517
5,315,425
$13,215,971
$13,015,704
$13,145,942
$ 861,300
962,994
$ 871,958
936,282
$ 867,159
852,809
$ 1,824,294
$ 1,808,240
$ 1,719,968
As of July 1, 2013, the Company consolidated its Climate & Industrial
Controls businesses into existing operating groups within the Industrial
Segment. As a result of this consolidation and the resulting change in
management structure made in connection with the strategic divestiture
of certain operations in the Climate & Industrials Control Segment,
the Company now has two reporting segments: Diversified Industrial
(formerly referred to as Industrial) and Aerospace Systems (formerly
referred to as Aerospace). All prior period results have been revised
to reflect the new reporting segment structure.
The accounting policies of the business segments are the same as those
described in the Significant Accounting Policies footnote except that the
business segment results are prepared on a basis that is consistent with
the manner in which the Company’s management disaggregates financial
information for internal review and decision-making.
(a) Includes investments in joint-venture companies in which ownership
is 50 percent or less and in which the Company does not have
operating control (2014 – $263,246).
(b) Corporate assets are principally cash and cash equivalents,
marketable securities, domestic deferred income taxes, investments,
benefit plan assets, headquarters facilities and the major portion of
the Company’s domestic data processing equipment.
$ 216,340
$ 340,335
$ 247,746
(c) Includes the value of net plant and equipment at the date of
$ 187,347
19,193
8,425
$ 187,014
19,498
7,210
$ 182,853
19,395
8,260
$ 214,965
$ 213,722
$ 210,508
acquisition of acquired companies (2013 – $74,439; 2012 – $28,929).
(d) Net sales are attributed to countries based on the location of the
selling unit. North America includes the United States, Canada and
Mexico. No country other than the United States represents greater
than 10 percent of consolidated sales. Long-lived assets are
comprised of plant and equipment based on physical location.
22
23
CONSOLIDATED BAL ANCE SHEET
(DOLL A RS IN THOUSA NDS)
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLL A RS IN THOUSA NDS)
June 30,
Assets
Current Assets
Cash and cash equivalents (Note 1)
Marketable securities (Note 1)
Trade accounts receivable, net (Note 1)
Non-trade and notes receivable (Note 1)
Inventories (Note 6)
Prepaid expenses
Deferred income taxes (Notes 1 and 4)
Total Current Assets
Plant and equipment (Note 1)
Less accumulated depreciation
Investments and other assets (Note 1)
Intangible assets, net (Notes 1 and 7)
Goodwill (Notes 1 and 7)
Total Assets
Liabilities and Equity
Current Liabilities
Notes payable and long-term debt payable within one year (Notes 8 and 9)
Accounts payable, trade
Accrued payrolls and other compensation
Accrued domestic and foreign taxes
Other accrued liabilities
Total Current Liabilities
Long-term debt (Note 9)
Pensions and other postretirement benefits (Note 10)
Deferred income taxes (Notes 1 and 4)
Other liabilities
Total Liabilities
Equity (Note 11)
Shareholders’ Equity
Serial preferred stock, $.50 par value, authorized 3,000,000 shares; none issued
Common stock, $.50 par value, authorized 600,000,000 shares; issued
181,046,128 shares in 2014 and 2013
Additional capital
Retained earnings
Accumulated other comprehensive (loss)
Treasury shares at cost: 32,143,315 in 2014 and 31,757,604 in 2013
Total Shareholders’ Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
The accompanying notes are an integral part of the financial statements.
2014
2013
For the years ended June 30,
2014
2013
2012
$ 1,613,555
573,701
1,858,176
388,437
1,371,681
129,837
136,193
6,071,580
5,152,591
3,328,297
1,824,294
1,018,781
1,188,282
3,171,425
$ 1,781,412
—
1,840,820
221,925
1,377,405
182,669
126,955
5,531,186
4,999,301
3,191,061
1,808,240
687,458
1,290,499
3,223,515
$13,274,362
$12,540,898
$ 816,622
1,252,040
453,321
223,611
507,202
3,252,796
1,508,142
1,346,224
94,819
409,573
6,611,554
$ 1,333,826
1,156,002
426,996
136,079
467,300
3,520,203
1,495,960
1,372,437
102,920
307,897
6,799,417
90,523
595,498
9,174,189
(823,498)
(2,377,284)
6,659,428
3,380
6,662,808
90,523
608,752
8,421,270
(1,107,833)
(2,274,286)
5,738,426
3,055
5,741,481
$13,274,362
$12,540,898
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation
Amortization
Goodwill and intangible asset impairment
Stock incentive plan compensation
Deferred income taxes
Foreign currency transaction loss
Loss (gain) on disposal of assets
Gain on sale of businesses
Net gain on deconsolidation
Changes in assets and liabilities, net of effects
from acquisitions:
Accounts receivable
Inventories
Prepaid expenses
Other assets
Accounts payable, trade
Accrued payrolls and other compensation
Accrued domestic and foreign taxes
Other accrued liabilities
Pensions and other postretirement benefits
Other liabilities
Net cash provided by operating activities
Cash Flows From Investing Activities
Acquisitions (less cash acquired of $1,780 in 2014,
$33,932 in 2013 and $19,161 in 2012)
Capital expenditures
Proceeds from disposal of assets
Proceeds from sale of businesses
Net proceeds from deconsolidation
Purchase of marketable securities and other investments
Other
Net cash used in investing activities
Cash Flows From Financing Activities
Proceeds from exercise of stock options
Payments for common shares
Tax benefit from stock incentive plan compensation
Acquisition of noncontrolling interests
(Payments for) proceeds from notes payable, net
Proceeds from long-term borrowings
Payments for long-term borrowings
Dividends paid
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
$1,041,418
$ 948,784
$1,155,492
214,965
121,737
188,870
103,161
(74,139)
5,398
2,997
—
(412,612)
(99,144)
(3,816)
58,117
(79,158)
92,927
20,840
86,745
(23,480)
99,569
43,498
213,722
121,902
—
84,996
(1,368)
19,497
2,746
(14,637)
—
(21,206)
98,518
(47,451)
(16,007)
(66,082)
(45,771)
(17,054)
(62,728)
(16,691)
9,765
210,508
111,421
—
80,935
(56,452)
4,300
(2,494)
—
—
(91,091)
(28,333)
(26,981)
(6,578)
59,692
16,003
(70,302)
33,512
123,944
16,809
1,387,893
1,190,935
1,530,385
(17,593)
(216,340)
14,368
—
202,498
(624,880)
(4,454)
(646,401)
8,013
(204,043)
33,732
—
(515,387)
748
(2,934)
(278,244)
(958,115)
48,766
(167,857)
1,781,412
(621,144)
(265,896)
25,047
73,515
—
—
(21,367)
(809,845)
32,204
(258,007)
66,030
(1,091)
1,319,524
3,768
(331,245)
(255,009)
576,174
(14,169)
943,095
838,317
(156,256)
(218,817)
20,404
—
—
—
(21,099)
(375,768)
10,599
(456,969)
16,107
(147,441)
(1,961)
73,556
(76,757)
(240,654)
(823,520)
(150,246)
180,851
657,466
Cash and cash equivalents at end of year
$1,613,555
$ 1,781,412
$ 838,317
Supplemental Data:
Cash paid during the year for:
Interest
Income taxes
The accompanying notes are an integral part of the financial statements.
$ 77,144
472,369
$ 88,084
311,988
$ 91,677
494,378
24
25
Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENT OF EQUIT Y
(DOLL A RS IN THOUSA NDS)
(DOLL A RS IN THOUSA NDS, E XCEPT PER SH A RE A MOUNTS)
Common
Stock
Additional
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)
Treasury
Shares
Noncontrolling
Interests
Total
Balance June 30, 2011
$90,523
$668,332
$6,891,407
$ (450,990) $ (1,815,418)
$104,482
$5,488,336
Net income
Other comprehensive (loss)
Dividends paid
Stock incentive plan activity
Acquisition activity
Shares purchased at cost
1,151,823
(233,168)
(22,887)
(964,910)
45,532
(73,615)
3,669
(25,607)
(7,486)
(65,843)
1,155,492
(990,517)
(240,654)
87,911
(139,458)
(455,380)
65,266
(455,380)
Balance June 30, 2012
$90,523
$640,249
$ 7,787,175
$(1,415,900) $(2,205,532)
$ 9,215
$ 4,905,730
Net income
Other comprehensive income (loss)
Dividends paid
Stock incentive plan activity
Acquisition activity
Shares purchased at cost
948,427
(254,283)
(60,049)
308,067
(34,678)
3,181
357
(1,771)
(726)
(4,020)
948,784
306,296
(255,009)
93,696
(839)
(257,177)
188,423
(257,177)
Balance June 30, 2013
$90,523
$ 608,752
$8,421,270
$ (1,107,833) $(2,274,286)
$ 3,055
$ 5,741,481
Net income
Other comprehensive income (loss)
Dividends paid
Stock incentive plan activity
Shares purchased at cost
1,041,048
(278,222)
(9,907)
(13,254)
284,335
370
(23)
(22)
1,041,418
284,312
(278,244)
73,841
(200,000)
97,002
(200,000)
Balance June 30, 2014
$90,523
$ 595,498
$ 9,174,189
$ (823,498) $(2,377,284)
$ 3,380
$6,662,808
The accompanying notes are an integral part of the financial statements.
NOTE 1. Significant Accounting Policies
The significant accounting policies followed in the preparation of the
accompanying consolidated financial statements are summarized below.
NATURE OF OPERATIONS – The Company is a leading worldwide
diversified manufacturer of motion and control technologies and
systems, providing precision engineered solutions for a wide variety
of mobile, industrial and aerospace markets. The Company evaluates
performance based on segment operating income before corporate
and administrative expenses, interest expense and income taxes.
The Diversified Industrial Segment is an aggregation of several
business units, which manufacture motion-control and fluid power
system components for builders and users of various types of
manufacturing, packaging, processing, transportation, agricultural,
construction, and military vehicles and equipment. Diversified Industrial
Segment products are marketed primarily through field sales employees
and independent distributors. The Diversified Industrial North American
operations have manufacturing plants and distribution networks
throughout the United States, Canada and Mexico and primarily service
North America. The Diversified Industrial International operations
provide Parker products and services to 47 countries throughout
Europe, Asia Pacific, Latin America, the Middle East and Africa.
The Aerospace Systems Segment produces hydraulic, fuel, pneumatic
and electro-mechanical systems and components, which are utilized
on virtually every domestic commercial, military and general aviation
aircraft and also performs a vital role in naval vessels and land-based
weapons systems. This Segment serves original equipment and
maintenance, repair and overhaul customers worldwide. Aerospace
Systems Segment products are marketed by field sales employees
and are sold directly to manufacturers and end users.
See the table of Business Segment Information “By Industry” and
“By Geographic Area” on page 23 for further disclosure of business
segment information.
There are no individual customers to whom sales are more than three
percent of the Company’s consolidated sales. Due to the diverse group
of customers throughout the world the Company does not consider
itself exposed to any concentration of credit risks.
The Company manufactures and markets its products throughout
the world. Although certain risks and uncertainties exist, the diversity
and breadth of the Company’s products and geographic operations
mitigate the risk that adverse changes with respect to any particular
product and geographic operation would materially affect the Company’s
operating results.
USE OF ESTIMATES – The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
BASIS OF CONSOLIDATION – The consolidated financial statements
include the accounts of all majority-owned domestic and foreign
subsidiaries. All intercompany transactions and profits have been
eliminated in the consolidated financial statements. The Company
does not have off-balance sheet arrangements. Within the Business
Segment Information, intersegment and interarea sales have been
eliminated.
REVENUE RECOGNITION – Revenue is recognized when persuasive
evidence of an arrangement exists, product has shipped and the risks
and rewards of ownership have transferred or services have been
rendered, the price to the customer is fixed and determinable and
collectibility is reasonably assured, which is generally at the time the
product is shipped. Shipping and handling costs billed to customers
are included in net sales and the related costs in cost of sales.
LONG-TERM CONTRACTS – The Company enters into long-term
contracts primarily for the production of aerospace products. For
financial statement purposes, revenues are primarily recognized using
the percentage-of-completion method. The extent of progress toward
completion is primarily measured using the units-of-delivery method.
Unbilled costs on these contracts are included in inventory. Progress
payments are netted against the inventory balances. The Company
estimates costs to complete long-term contracts for purposes of
evaluating and establishing contract reserves. Adjustments to cost
estimates are made on a consistent basis and a contract reserve is
established when the estimated costs to complete a contract exceed
the expected contract revenues.
CASH – Cash equivalents consist of short-term highly liquid investments,
with a three-month or less maturity, carried at cost plus accrued
interest, which are readily convertible into cash.
MARKETABLE SECURITIES – Consist of short-term highly liquid
investments, with stated maturities of greater than three months from
the date of purchase, carried at cost plus accrued interest.
TRADE ACCOUNTS RECEIVABLE, NET – Trade accounts receivable
are initially recorded at their net collectible amount and are generally
recorded at the time the revenue from the sales transaction is recorded.
Receivables are written off to bad debt primarily when, in the judgment
of the Company, the receivable is deemed to be uncollectible due to
the insolvency of the debtor. Allowance for doubtful accounts was
$16,040 and $14,824 at June 30, 2014 and June 30, 2013, respectively.
NON-TRADE AND NOTES RECEIVABLE – The non-trade and notes
receivable caption in the Consolidated Balance Sheet is comprised
of the following components:
June 30,
Notes receivable
Reverse repurchase agreements
Accounts receivable, other
Total
2014
2013
$ 117,400
54,772
216,265
$ 111,531
—
110,394
$388,437
$221,925
Reverse repurchase agreements are collateralized lending arrangements
and have a maturity longer than three months from the date of purchase.
The Company does not record an asset or liability for the collateral
associated with the reverse repurchase agreements.
PLANT, EQUIPMENT AND DEPRECIATION – Plant and equipment are
recorded at cost and are depreciated principally using the straight-line
method for financial reporting purposes. Depreciation rates are based
on estimated useful lives of the assets, generally 40 years for buildings,
15 years for land improvements and building equipment, seven to
10 years for machinery and equipment, and three to eight years for
vehicles and office equipment. Improvements, which extend the useful
life of property, are capitalized, and maintenance and repairs are
expensed. The Company reviews plant and equipment for impairment
whenever events or changes in circumstances indicate that their
carrying value may not be recoverable. When plant and equipment are
retired or otherwise disposed of, the cost and accumulated depreciation
are removed from the appropriate accounts and any gain or loss is
included in current income.
26
27
The plant and equipment caption in the Consolidated Balance Sheet is
comprised of the following components:
June 30,
Land and land improvements
Buildings and building equipment
Machinery and equipment
Construction in progress
Total
2014
2013
$ 326,008
1,535,634
3,210,172
80,777
$ 316,360
1,431,358
3,131,077
120,506
$5,152,591
$4,999,301
INVESTMENTS AND OTHER ASSETS – Investments in joint-venture
companies in which ownership is 50 percent or less and in which the
Company does not have operating control are stated at cost plus the
Company’s equity in undistributed earnings and amounted to $324,610
and $61,117 at June 30, 2014 and June 30, 2013, respectively. The
Company’s share of earnings from these investments were immaterial
to the Company’s results of operations.
GOODWILL – The Company conducts a formal impairment test of goodwill
on an annual basis and between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying value.
INTANGIBLE ASSETS – Intangible assets primarily include patents,
trademarks and customer lists and are recorded at cost and amortized
on a straight-line method. Patents are amortized over the shorter of
their remaining useful or legal life. Trademarks are amortized over
the estimated time period over which an economic benefit is expected
to be received. Customer lists are amortized over a period based on
anticipated customer attrition rates. The Company reviews intangible
assets for impairment whenever events or changes in circumstances
indicate that their carrying value may not be recoverable.
INCOME TAXES – Income taxes are provided based upon income
for financial reporting purposes. Deferred income taxes arise from
temporary differences in the recognition of income and expense
for tax purposes. Tax credits and similar tax incentives are applied
to reduce the provision for income taxes in the year in which the
credits arise. The Company recognizes accrued interest related
to unrecognized tax benefits in income tax expense. Penalties,
if incurred, are recognized in income tax expense.
PRODUCT WARRANTY – In the ordinary course of business the
Company warrants its products against defect in design, materials
and workmanship over various time periods. The warranty accrual at
June 30, 2014 and 2013 is immaterial to the financial position of the
Company and the change in the accrual during 2014, 2013 and 2012
was immaterial to the Company’s results of operations and cash flows.
FOREIGN CURRENCY TRANSLATION – Assets and liabilities of foreign
subsidiaries are translated at current exchange rates, and income and
expenses are translated using weighted-average exchange rates. The
effects of these translation adjustments, as well as gains and losses
from certain intercompany transactions, are reported in the accumulated
other comprehensive (loss) component of shareholders’ equity. Such
adjustments will affect net income only upon sale or liquidation of the
underlying foreign investments, which is not contemplated at this time.
Exchange gains and losses from transactions in a currency other than
the local currency of the entity involved, and translation adjustments in
countries with highly inflationary economies, are included in net income.
SUBSEQUENT EVENTS – The Company has evaluated subsequent
events that have occurred through the date of filing of the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2014.
No subsequent events occurred that required adjustment to or
disclosure in these financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS – In May 2014, the
Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2014-09, “Revenue from Contracts with
Customers.” ASU 2014-09 requires revenue recognition to depict
the transfer of goods or services to customers in an amount that
reflects the consideration that a company expects to be entitled to
in exchange for the goods or services. To achieve this principle,
a company must apply five steps including, identifying the contract
with a customer, identifying the performance obligations in the contract,
determining the transaction price, allocating the transaction price to
the performance obligations, and recognizing revenue when (or as)
the company satisfies the performance obligations. Additional
quantitative and qualitative disclosure to enhance the understanding
about the nature, amount, timing, and uncertainty of revenue and cash
flows is also required. ASU 2014-09 is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2016.
The Company has not yet determined the effect that ASU 2014-09
will have on its results of operations, statement of financial position,
or financial statement disclosures.
NOTE 2. Deconsolidation of Subsidiary, Acquisitions
and Divestitures
DECONSOLIDATION OF SUBSIDIARY – During 2014, the Company and
GE Aviation, a non-related party, finalized a joint venture in which
the Company sold a 50 percent equity interest in one of its wholly-
owned subsidiaries. The sale of the 50 percent equity interest in the
wholly-owned subsidiary resulted in a loss of control of the subsidiary,
and therefore it was deconsolidated from the Company’s financial
statements during the second quarter of fiscal 2014. The Company’s
equity interest in the joint venture with GE Aviation at June 30, 2014
of $263,246 is accounted for using the equity method of accounting.
A significant portion of the underlying net assets of the joint venture
are related to goodwill.
The Company recognized a pre-tax gain of $413 million on the
deconsolidation, measured as the fair value of the consideration
received for the 50 percent equity interest in the former subsidiary
and the fair value of the retained investment less the carrying amount
of the former subsidiary’s net assets. Approximately $186 million of
the pre-tax gain is attributable to the remeasurement of the retained
investment in the former subsidiary to its current fair value. The gain is
reflected in the (gain) on disposal of assets caption in the Consolidated
Statement of Income and the other (income) expense caption in the
Business Segment Information.
ACQUISITIONS – During 2014, the Company completed three
acquisitions whose aggregate sales for their most recent fiscal year
prior to acquisition were approximately $14 million. Total purchase
price for the three acquisitions was approximately $19 million in cash.
During 2013, the Company completed eight acquisitions whose
aggregate sales for their most recent fiscal year prior to acquisition
were approximately $484 million. Total purchase price for the eight
acquisitions was approximately $621 million in cash and $114 million
in assumed debt.
During 2012, the Company completed four acquisitions whose
aggregate sales for their most recent fiscal year prior to acquisition
were approximately $141 million. Total purchase price for the four
acquisitions in 2012 was approximately $156 million in cash. Also
during 2012, the Company purchased the outstanding shares not
previously owned by the Company in two majority-owned subsidiaries.
Total purchase price for the two majority-owned subsidiaries was
approximately $147 million in cash.
closures in the Diversified Industrial Segment, and are reflected in the
other (income) expense caption in the Business Segment information
for 2014. During 2013, $1,918 of severance costs for 98 people were
recognized in connection with the Company’s divestiture of its Turkey
refrigeration components business and is reflected in the other (income)
expense caption in the Business Segment Information. The business
realignment charges in 2012 also included charges related to enhanced
retirement benefits. The Company believes the realignment actions
taken will positively impact future results of operations, but will have
no material effect on liquidity and sources and uses of capital.
The business realignment charges are presented in the Consolidated
Statement of Income as follows:
Cost of sales
Selling, general and
administrative expenses
(Gain) on disposal of assets
2014
2013
2012
$63,575
$8,354
$12,669
38,874
1,331
3,880
1,918
1,020
632
As of June 30, 2014, approximately $31 million in severance payments
have been made relating to charges incurred during 2014. The majority
of the remaining severance payments of approximately $62 million
are expected to be paid by June 30, 2015 and are reflected within the
other accrued liabilities caption in the Consolidated Balance Sheet.
All required severance payments have been made relating to charges
incurred in 2013 and 2012. Additional charges may be recognized
in future periods related to the realignment actions described above,
the timing and amount of which are not known at this time.
NOTE 4. Income Taxes
Income before income taxes was derived from the following sources:
United States
Foreign
2014
2013
2012
$ 1,115,010
441,710
$ 653,622
657,379
$ 810,150
766,548
$1,556,720
$1,311,001
$1,576,698
Income taxes include the following:
Federal
Current
Deferred
Foreign
Current
Deferred
State and local
Current
Deferred
2014
2013
2012
$ 377,404
(45,643)
$ 167,350
26,523
$ 255,991
(48,252)
168,177
(28,016)
176,739
(28,472)
191,167
(29)
43,860
(480)
19,496
581
30,500
(8,171)
$ 515,302
$ 362,217
$ 421,206
The results of operations for all acquisitions are included as of the
respective dates of acquisition. The initial purchase price allocation
and subsequent purchase price adjustments for acquisitions in 2014,
2013 and 2012 are presented below. Some of the 2014 acquisitions
are still subject to purchase price adjustments.
Assets:
Accounts receivable
Inventories
Prepaid expenses
Deferred income taxes
Plant and equipment
Intangible and other assets
Goodwill
Liabilities and equity:
Notes payable
Accounts payable, trade
Accrued payrolls and
other compensation
Accrued domestic and
foreign taxes
Other accrued liabilities
Long-term debt
Pensions and other
postretirement benefits
Deferred income taxes
Other liabilities
Noncontrolling interests
2014
2013
2012
$ 954
2,184
57
189
11,211
5,646
3,195
$ 91,668
93,915
4,672
(1,713)
74,439
280,001
317,879
$ 24,833
29,102
1,541
5,679
28,929
59,576
68,144
23,436
860,861
217,804
—
915
263
1
3,864
—
—
—
800
—
11,920
46,596
12,099
7,073
16,805
102,122
2,125
39,214
689
1,074
5,843
239,717
1,887
7,189
3,672
2,882
5,984
4,365
11,396
24,062
111
—
61,548
Net assets acquired
$ 17,593
$ 621,144
$156,256
DIVESTITURES – During 2013, the Company completed several
divestitures, the primary ones being the automotive businesses of
its Mobile Climate Systems division and its Turkey refrigeration
components business. Under the segment structure effective July 1,
2013, both of these businesses would have been part of the Diversified
Industrial Segment and had combined revenues of approximately
$158 million for fiscal 2012. The Company recorded a net pre-tax gain
during 2013 of approximately $18 million related to these divestitures.
The gain is reflected in the (gain) on disposal of assets caption in the
Consolidated Statement of Income.
NOTE 3. Charges Related to Business Realignment
To structure its businesses in light of current and anticipated customer
demand, the Company incurred business realignment charges in 2014,
2013 and 2012.
Business realignment charges by business segment are as follows:
Diversified Industrial
Aerospace Systems
2014
$101,524
925
2013
$12,234
—
2012
$14,321
—
Work force reductions by business segment are as follows:
Diversified Industrial
Aerospace Systems
2014
1,581
44
2013
725
—
2012
521
—
The charges primarily consist of severance costs related to plant
closures as well as general work force reductions implemented by
various operating units throughout the world, with the majority of
charges relating to realignment activities in Europe. In addition, $1,331
of fixed asset write-downs were recognized in connection with plant
28
29
A reconciliation of the Company’s effective income tax rate to the
statutory Federal rate follows:
A reconciliation of the beginning and ending amount of unrecognized
tax benefits is as follows:
Statutory Federal income
tax rate
State and local income taxes
Goodwill and intangible
asset impairment
Tax related to international
activities
Cash surrender value
of life insurance
Federal manufacturing
deduction
Research tax credit
Other
2014
2013
2012
35.0%
1.8
35.0%
1.0
35.0%
0.9
4.5
(5.6)
(0.9)
(1.0)
(0.3)
(0.4)
—
(5.8)
(0.7)
(1.0)
(1.1)
0.2
—
(5.8)
0.1
(1.6)
(0.4)
(1.5)
Effective income tax rate
33.1%
27.6%
26.7%
Deferred income taxes are provided for the temporary differences
between the financial reporting basis and the tax basis of assets and
liabilities. The differences comprising the net deferred taxes shown
on the Consolidated Balance Sheet at June 30 were as follows:
Retirement benefits
Other liabilities and reserves
Long-term contracts
Stock-based incentive compensation
Loss carryforwards
Unrealized currency exchange gains
and losses
Inventory
Foreign tax credit carryforward
Depreciation and amortization
Valuation allowance
2014
2013
$ 550,034
128,848
46,006
64,267
340,676
25,182
18,668
51,875
(571,107)
(348,837)
$ 535,260
113,257
26,714
59,274
286,180
14,639
15,570
25,195
(527,860)
(273,413)
Net deferred tax asset
$ 305,612
$ 274,816
Change in net deferred tax asset:
Provision for deferred tax
Items of other comprehensive (loss)
Acquisitions and other
$ 74,139
(49,882)
6,539
$ 1,368
(194,746)
(81,067)
Total change in net deferred tax
$ 30,796
$(274,445)
As of June 30, 2014, the Company has recorded deferred tax assets of
$340,676 resulting from $1,212,459 in loss carryforwards. A valuation
allowance of $323,358 related to the loss carryforwards has been
established due to the uncertainty of realizing certain deferred tax
assets. Of this valuation allowance, $296,598 relates to non-operating
entities whose loss carryforward utilization is considered to be remote.
Some of the loss carryforwards can be carried forward indefinitely;
others can be carried forward from three to 20 years. In addition,
a valuation allowance of $25,479 related to future deductible items
has been established due to the uncertainty of their realization.
These future deductible items are recorded in the other liabilities
and reserves line in the table above.
Provision has not been made for additional U.S. or foreign taxes on
undistributed earnings of certain international operations as those
earnings will continue to be reinvested. It is not practicable to estimate
the additional taxes, including applicable foreign withholding taxes,
that might be payable on the eventual remittance of such earnings.
Accumulated undistributed earnings reinvested in international
operations amounted to approximately $2,800,000 at June 30, 2014.
Balance July 1
Additions for tax positions
related to current year
Additions for tax positions
of prior years
Reductions for tax positions
of prior years
Reductions for settlements
Reductions for expiration
of statute of limitations
Effect of foreign currency
translation
2014
2013
2012
$107,440
$109,735
$ 81,156
7,752
10,285
66,500
55,136
10,719
11,047
(1,359)
(1,856)
(20,683)
(4,266)
(23,456)
(23,434)
(5,005)
(437)
(1,636)
2,705
2,087
(442)
Balance June 30
$164,813
$107,440
$109,735
The total amount of unrecognized tax benefits that, if recognized, would
affect the effective tax rate was $71,898, $60,876 and $61,601 as of
June 30, 2014, 2013 and 2012, respectively. If recognized, a significant
portion of the gross unrecognized tax benefits as of June 30, 2014
would be offset against an asset currently recorded in the Consolidated
Balance Sheet. The accrued interest related to the gross unrecognized
tax benefits, excluded from the amounts above, was $8,198, $5,184
and $3,676 as of June 30, 2014, 2013 and 2012, respectively.
The Company and its subsidiaries file income tax returns in the United
States and in various foreign jurisdictions. In the normal course of
business, the Company’s tax returns are subject to examination by
taxing authorities throughout the world. The Company is no longer
subject to examinations of its federal income tax returns by the United
States Internal Revenue Service for fiscal years through 2012. All
significant state, local and foreign tax returns have been examined for
fiscal years through 2006. The Company does not anticipate that, within
the next twelve months, the total amount of unrecognized tax benefits
will significantly change due to the settlement of examinations and the
expiration of statute of limitations.
NOTE 5. Earnings Per Share
Basic earnings per share are computed using the weighted-average
number of common shares outstanding during the year. Diluted
earnings per share are computed using the weighted-average number
of common shares and common share equivalents outstanding during
the year. Common share equivalents represent the dilutive effect of
outstanding stock-based awards. The computation of net income per
share was as follows:
2014
2013
2012
Numerator:
Net income attributable
to common shareholders
Denominator:
Basic – weighted-average
common shares
Increase in weighted-
average common shares
from dilutive effect of
stock-based awards
Diluted – weighted-average
common shares,
assuming exercise of
stock-based awards
$1,041,048
$948,427
$1,151,823
149,099,448
149,218,257
151,222,033
2,344,655
2,369,774
3,442,477
151,444,103
151,588,031
154,664,510
$ 6.98
Basic earnings per share
Diluted earnings per share $ 6.87
$ 6.36
$ 6.26
$ 7.62
$ 7.45
For 2014, 2013 and 2012, 1.2 million, 1.3 million, and 0.7 million
common shares, respectively, subject to stock-based awards were
excluded from the computation of diluted earnings per share because
the effect of their exercise would be anti-dilutive.
NOTE 6. Inventories
Inventories are stated at the lower of cost or market. The majority
of domestic inventories are valued by the last-in, first-out (LIFO) cost
method and the balance of the Company’s inventories are valued by
the first-in, first-out cost method.
Inventories valued on the LIFO cost method were approximately
30 percent of total inventories in 2014 and 29 percent of total
inventories in 2013. The current cost of these inventories exceeds
their valuation determined on the LIFO basis by $208,291 in 2014
and $207,277 in 2013. Progress payments of $61,958 in 2014
and $42,446 in 2013 are netted against inventories.
The inventories caption in the Consolidated Balance Sheet is
comprised of the following components:
June 30,
Finished products
Work in process
Raw materials
Total
2014
2013
$ 532,968
732,294
106,419
$ 531,897
733,025
112,483
$1,371,681
$1,377,405
NOTE 7. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
Diversified
Industrial
Segment
Aerospace
Systems
Segment
Total
Balance June 30, 2012
$ 2,827,182
$ 98,674
$2,925,856
Acquisitions
Divestitures
Foreign currency translation
and other
316,857
(20,105)
—
—
316,857
(20,105)
1,241
(334)
907
Balance June 30, 2013
$ 3,125,175
$98,340
$ 3,223,515
Acquisitions
Impairment
Foreign currency translation
and other
3,195
(140,334)
—
—
3,195
(140,334)
84,688
361
85,049
Balance June 30, 2014
$3,072,724
$ 98,701
$ 3,171,425
Acquisitions represent the original goodwill allocation, purchase price
adjustments, and final adjustments to the purchase price allocation
for the acquisitions during the measurement period subsequent to the
applicable acquisition dates. The Company’s previously reported results
of operations and financial position would not be materially different
had the goodwill adjustments recorded during 2014 and 2013 been
reflected in the same reporting period that the initial purchase price
allocations for those acquisitions were made.
Divestitures represent goodwill associated with businesses divested
during 2013 as more fully discussed in Note 2 to the Consolidated
Financial Statements.
During the second quarter of fiscal 2014, the Company made a decision
to restructure and change the strategic direction of its Worldwide
Energy Products Division (EPD). The Company calculated the fair value
of EPD using assumptions reflecting the Company’s updated strategic
direction for this reporting unit, the results of which indicated that the
carrying value of EPD exceeded its fair value. As a result, the Company
estimated the implied fair value of EPD’s goodwill, which resulted in a
non-cash impairment charge of $140,334. The impairment charge
is reflected in the goodwill and intangible asset impairment caption
in the Consolidated Statement of Income and in the other (income)
expense caption in the Business Segment Information. The fair value
of EPD was calculated using both a discounted cash flow analysis
and estimated fair market values of comparable businesses with
each valuation method having equal weight. Fair value calculated
using a discounted cash flow analysis is classified within level 3 of
the fair value hierarchy and requires several assumptions including a
risk-adjusted interest rate and future sales and operating margin levels.
The Company’s annual impairment tests performed in 2014, 2013,
and 2012 resulted in no impairment loss being recognized.
Intangible assets are amortized on a straight-line method over
their legal or estimated useful life. The gross carrying value and
accumulated amortization for each major category of intangible
asset at June 30 are as follows:
2014
2013
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization
Amount Amortization
$ 160,030
391,268
$ 86,708
174,114
$ 141,160
386,619
$ 75,175
148,319
1,481,560
583,754
1,468,243
482,029
Patents
Trademarks
Customer lists
and other
Total
$2,032,858
$844,576 $1,996,022
$705,523
During 2014, the Company acquired intangible assets, either
individually or as part of a group of assets, with an initial purchase
price allocation and weighted-average life as follows:
Purchase Price
Allocation
Weighted-
Average Life
Patents
Trademarks
Customer lists
and other
$ 15,727
160
10 years
5 years
6,686
11 years
Total
$22,573
10 years
Total intangible amortization expense in 2014, 2013 and 2012 was
$118,782, $118,516 and $107,086, respectively. Estimated intangible
amortization expense for the five years ending June 30, 2015 through
2019 is $113,785, $109,360, $105,222, $99,406 and $92,579,
respectively.
Intangible assets are evaluated for impairment whenever events or
circumstances indicate that the undiscounted net cash flows to be
generated by their use over their expected useful lives and eventual
disposition may be less than their net carrying value. In connection
with the goodwill impairment review of EPD discussed above, the
Company determined that certain intangible assets of EPD, primarily
trademarks and customer lists, were impaired resulting in the recognition
of a non-cash impairment charge of $43,664. The impairment charge
is reflected in the goodwill and intangible asset impairment caption
in the Consolidated Statement of Income and in the other (income)
expense caption in the Business Segment Information. The fair value
of EPD’s intangible assets were determined using an income approach
for the individual intangible assets. Fair value calculated using an
income approach is classified within level 3 of the fair value hierarchy
and requires several assumptions including future sales and operating
margins expected to be generated from the use of the individual
intangible asset.
30
31
NOTE 8. Financing Arrangements
The Company has a line of credit totaling $2,000,000 through a multi-
currency revolving credit agreement with a group of banks, $1,183,900
of which was available at June 30, 2014. The credit agreement expires
in October 2017; however, the Company has the right to request a one-
year extension of the expiration date on an annual basis, which request
may result in changes to the current terms and conditions of the credit
agreement. Advances from the credit agreement can be used for general
corporate purposes, including acquisitions, and for the refinancing
of existing indebtedness. The credit agreement requires the payment of
an annual facility fee, the amount of which would increase in the event
the Company’s credit ratings are lowered. Although a lowering of the
Company’s credit ratings would likely increase the cost of future debt,
it would not limit the Company’s ability to use the credit agreement
nor would it accelerate the repayment of any outstanding borrowings.
The Company is currently authorized to sell up to $1,850,000 of short-
term commercial paper notes. At June 30, 2014 and 2013, $816,100 and
$1,331,445 of commercial paper notes were outstanding, respectively.
In addition to commercial paper notes, notes payable includes short-term
lines of credit and borrowings from foreign banks. At June 30, 2014,
the Company had $69,949 in lines of credit from various foreign banks,
$69,924 of which was available at June 30, 2014. Most of these agreements
are renewed annually. The weighted-average interest rate on notes payable
during 2014 and 2013 was 0.2 percent and 0.3 percent, respectively.
The Company’s foreign locations in the ordinary course of business
may enter into financial guarantees through financial institutions which
enable customers to be reimbursed in the event of nonperformance
by the Company.
The Company’s credit agreements and indentures governing certain
debt agreements contain various covenants, the violation of which
would limit or preclude the use of the applicable agreements for future
borrowings, or might accelerate the maturity of the related outstanding
borrowings covered by the applicable agreements. At the Company’s
present rating level, the most restrictive covenant contained in the
credit agreements and the indentures provides that the ratio of secured
debt to net tangible assets be less than 10 percent. As of June 30, 2014,
the Company does not have any secured debt outstanding. The Company
is in compliance with all covenants.
NOTE 9. Debt
June 30,
Domestic:
Fixed rate medium-term notes
3.50% to 6.55%, due 2018-2038
Foreign:
Bank loans, including revolving credit
1% to 11.75%, due 2015
Euro bonds 4.125%, due 2016
Japanese Yen credit facility
JPY Libor plus 55 bps, due 2017
Other long-term debt, including
capitalized leases
Total long-term debt
Less long-term debt payable
within one year
2014
2013
$1,175,000
$1,175,000
322
273,860
2,045
260,200
59,220
60,540
236
556
1,508,638
1,498,341
496
2,381
Long-term debt, net
$1,508,142
$1,495,960
Principal amounts of long-term debt payable in the five years ending
June 30, 2015 through 2019 are $496, $273,891, $59,236, $450,014
and $100,000, respectively.
LEASE COMMITMENTS – Future minimum rental commitments as
of June 30, 2014, under non-cancelable operating leases, which
expire at various dates, are as follows: 2015 – $91,435; 2016 –
$60,672; 2017 – $40,591; 2018 – $22,126; 2019 – $14,967 and
after 2019 – $61,810.
Rental expense in 2014, 2013 and 2012 was $131,948, $133,478
and $124,546, respectively.
NOTE 10. Retirement Benefits
PENSIONS – The Company has noncontributory defined benefit pension
plans covering eligible employees, including certain employees in
foreign countries. Plans for most salaried employees provide pay-
related benefits based on years of service. Plans for hourly employees
generally provide benefits based on flat-dollar amounts and years of
service. The Company also has arrangements for certain key employees
which provide for supplemental retirement benefits. In general, the
Company’s policy is to fund these plans based on legal requirements,
tax considerations, local practices and investment opportunities. The
Company also sponsors defined contribution plans and participates
in government-sponsored programs in certain foreign countries.
A summary of the Company’s defined benefit pension plans follows:
Benefit cost
2014
2013
2012
Service cost
Interest cost
Expected return on
plan assets
Amortization of prior
service cost
Amortization of unrecognized
actuarial loss
Amortization of initial
net obligation (asset)
$ 99,929
190,999
$ 107,519
174,152
$ 84,663
185,550
(226,884)
(211,694)
(201,845)
14,644
14,472
14,016
159,584
200,849
105,788
19
22
(60)
Net periodic benefit cost
$ 238,291
$ 285,320
$ 188,112
Change in benefit obligation
2014
2013
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Plan amendments
Acquisitions
Foreign currency translation and other
$ 4,382,563
99,929
190,999
277,098
(286,066)
(3,503)
—
88,427
$ 4,506,521
107,519
174,152
(241,674)
(157,838)
11,236
1,283
(18,636)
Benefit obligation at end of year
$ 4,749,447
$ 4,382,563
Change in plan assets
Fair value of plan assets
at beginning of year
Actual gain on plan assets
Employer contributions
Benefits paid
Acquisitions
Foreign currency translation and other
$ 3,096,616
469,984
146,237
(286,066)
—
72,503
$ 2,700,050
278,862
291,018
(157,838)
285
(15,761)
Fair value of plan assets at end of year
$ 3,499,274
$ 3,096,616
Funded status
$(1,250,173) $(1,285,947)
Amounts recognized on the
Consolidated Balance Sheet
Other accrued liabilities
Pensions and other postretirement
benefits
Net amount recognized
2014
2013
$ (11,333)
$ (20,643)
(1,238,840)
(1,265,304)
$ (1,250,173)
$(1,285,947)
Amounts recognized in Accumulated Other Comprehensive (Loss)
Net actuarial loss
Prior service cost
Transition obligation
$ 1,434,645
37,137
143
$ 1,537,549
54,630
166
Net amount recognized
$ 1,471,925
$ 1,592,345
The presentation of the amounts recognized on the Consolidated
Balance Sheet and in accumulated other comprehensive (loss) is
on a debit (credit) basis and excludes the effect of income taxes.
During 2014, the Company offered a lump-sum distribution to certain
participants in one of its U.S. defined benefit plans. Included in benefits
paid in 2014 is $110,000 related to participants who elected to receive
a lump-sum distribution. No settlement charge was required to be
recognized.
The assumptions used to measure the benefit obligation for the
Company’s significant defined benefit plans are:
U.S. defined benefit plans
Discount rate
Average increase in compensation
Non-U.S. defined benefit plans
Discount rate
Average increase in compensation
2014
2013
4.05%
5.12%
4.52%
5.13%
0.9 to 4.2% 1.5 to 4.59%
2.0 to 6.0%
2.0 to 5.0%
The discount rate assumption is based on current rates of high-quality
long-term corporate bonds over the same estimated time period that
benefit payments will be required to be made. The expected return on
plan assets assumption is based on the weighted-average expected
return of the various asset classes in the plans’ portfolio. The asset
class return is developed using historical asset return performance as
well as current market conditions such as inflation, interest rates and
equity market performance.
The weighted-average allocation of the majority of the assets related
to defined benefit plans is as follows:
The estimated amount of net actuarial loss, prior service cost and
transition obligation that will be amortized from accumulated other
comprehensive (loss) into net periodic benefit pension cost in 2015
is $158,471, $7,668 and $19, respectively.
Equity securities
Debt securities
Other
2014
42%
48%
10%
100%
2013
57%
30%
13%
100%
The weighted-average target asset allocation as of June 30, 2014 is
41 percent equity securities, 47 percent debt securities and 12 percent
other investments. The investment strategy for the Company’s
worldwide defined benefit pension plan assets focuses on achieving
prudent actuarial funding ratios while maintaining acceptable levels of
risk in order to provide adequate liquidity to meet immediate and future
benefit requirements. This strategy requires investment portfolios that
are broadly diversified across various asset classes and external
investment managers. Assets held in the U.S. defined benefit plans
account for approximately 72 percent of the Company’s total defined
benefit plan assets. The Company’s overall investment strategy with
respect to the Company’s U.S. defined benefit plans is to opportunistically
migrate from its traditional mix between growth seeking assets (primarily
consisting of global public equities in developed and emerging countries
and hedge fund of fund strategies) and income generating assets (primarily
consisting of high quality bonds, both domestic and global, emerging
market bonds, high yield bonds and Treasury Inflation Protected
Securities) to an allocation more heavily weighted toward income
generating assets. Over time, long duration fixed income assets are
being added to the portfolio. These securities are highly correlated
with the Company’s pension liabilities and will serve to hedge a portion
of the Company’s interest rate risk.
The accumulated benefit obligation for all defined benefit plans was
$4,258,743 and $3,944,921 at June 30, 2014 and 2013, respectively.
The projected benefit obligation, accumulated benefit obligation and
fair value of plan assets for pension plans with accumulated benefit
obligations in excess of plan assets were $4,691,350, $4,206,557 and
$3,443,515, respectively, at June 30, 2014, and $4,351,955, $3,920,218
and $3,070,157, respectively, at June 30, 2013. The projected benefit
obligation and fair value of plan assets for pension plans with projected
benefit obligations in excess of plan assets were $4,709,493 and
$3,459,097, respectively, at June 30, 2014, and $4,381,914 and
$3,095,942, respectively, at June 30, 2013.
The Company expects to make cash contributions of approximately
$63 million to its defined benefit pension plans in 2015, the majority
of which relates to non-U.S. defined benefit plans. Estimated future
benefit payments in the five years ending June 30, 2015 through 2019
are $189,307, $235,993, $219,266, $225,421 and $251,678, respectively
and $1,391,819 in the aggregate for the five years ending June 30, 2020
through June 30, 2024.
The assumptions used to measure net periodic benefit cost for the
Company’s significant defined benefit plans are:
U.S. defined benefit plans
Discount rate
Average increase in
compensation
Expected return on
plan assets
Non-U.S. defined benefit
plans
Discount rate
Average increase in
compensation
Expected return on
plan assets
2014
2013
2012
4.52%
3.91%
5.45%
5.13%
5.21%
5.21%
8.0%
8.0%
8.0%
1.5 to 4.59%
1.75 to 4.7% 2.0 to 5.87%
2.0 to 6.0%
2.0 to 6.0%
2.0 to 5.0%
1.0 to 6.25%
1.0 to 6.4%
1.0 to 7.5%
32
33
The fair values of pension plan assets at June 30, 2014 and at June 30,
2013, by asset class, are as follows.
Quoted Prices Significant Other
Significant
Observable Unobservable
Inputs
(Level 3)
Inputs
(Level 2)
In Active
Markets
(Level 1)
Total
101,227
220,911
234,719
346,145
Cash and cash
equivalents $ 46,297 $ 45,976
Equity securities
U.S. based
companies 346,145
Non-U.S. based
companies 220,911
Fixed income
securities
Corporate
bonds
Government
issued
securities
Mutual funds
Equity funds 192,293
Fixed income
funds
Common/
Collective trusts
Equity funds 695,195
Fixed income
funds
Limited
Partnerships
Miscellaneous
289,013
20,701
777
—
1,069,207
223,662
189,375
101,083
161,131
48,649
85,461
191,301
In Active
Markets
(Level 1)
Total
80,959
191,266
223,764
366,692
Cash and cash
equivalents $ 65,170 $ 64,208
Equity securities
U.S. based
companies 366,692
Non-U.S. based
companies 223,764
Fixed income
securities
Corporate
bonds
Government
issued
securities
Mutual funds
Equity funds 334,370
Fixed income
funds
Common/
Collective trusts
Equity funds 826,654
Fixed income
funds
Limited
Partnerships
Miscellaneous
302,913
33,443
—
772
333,695
108,212
587,023
32,926
57,278
57,109
2,979
2,743
$ 321
$ —
—
—
133,492
60,048
992
34,287
609,734
1,020,558
288,236
20,701
—
—
—
—
—
—
—
—
—
—
Significant
Observable Unobservable
Inputs
(Level 3)
Inputs
(Level 2)
$ 962
$ —
—
—
110,307
50,934
675
24,183
823,911
584,044
302,913
32,671
—
—
—
—
—
—
—
—
—
—
Total at
June 30, 2014 $3,499,274 $1,330,905
$2,168,369
$ —
Quoted Prices Significant Other
Total at
June 30, 2013 $3,096,616 $ 1,166,016
$1,930,600
$ —
34
Cash and cash equivalents, which include repurchase agreements and
other short-term investments, are valued at cost, which approximates
fair value.
Equity securities are valued at the closing price reported on the active
market on which the individual securities are traded. U.S. based
companies include Company stock with a fair value of $167,157 as
of June 30, 2014 and $126,834 as of June 30, 2013.
Fixed income securities are valued using both market observable inputs
for similar assets that are traded on an active market and the closing
price on the active market on which the individual securities are traded.
Mutual funds are valued using both the closing market price reported
on the active market on which the fund is traded and market observable
inputs for similar assets that are traded on an active market and primarily
consist of equity and fixed income funds. The equity funds primarily
provide exposure to U.S. and international equities, real estate and
commodities. The fixed income funds primarily provide exposure to
high-yield securities and emerging market fixed income instruments.
Common/Collective trusts primarily consist of equity and fixed income
funds and are valued using a net asset value per share. Common/
Collective trust investments can be redeemed daily and without restriction.
Redemption of the entire investment balance generally requires a 30-day
notice period. The equity funds provide exposure to large, mid and small
cap U.S. equities, international large and small cap equities and emerging
market equities. The fixed income funds provide exposure to U.S.,
international and emerging market debt securities.
Limited Partnerships primarily consist of hedge funds valued using
a net asset value per share and provide exposure to a variety of hedging
strategies including long/short equity, relative value, event driven and
global macro. Limited Partnership investments can be redeemed daily
and without restriction. Redemption of the entire investment balance
generally requires a 30-day notice period.
Miscellaneous primarily includes real estate funds, insurance contracts
held in the asset portfolio of the Company’s non-U.S. defined benefit
pension plans, and net payables for securities purchased but not settled
in the asset portfolio of the Company’s U.S. defined benefit pension
plans. Insurance contracts are valued at the present value of future
cash flows promised under the terms of the insurance contracts.
The primary investment objective of equity securities and equity funds,
within both the mutual fund and common/collective trust asset class,
is to obtain capital appreciation in an amount that at least equals
various market-based benchmarks. The primary investment objective
of fixed income securities and fixed income funds, within both the
mutual fund and common/collective trust asset class, is to provide
for a constant stream of income while preserving capital. The primary
investment objective of limited partnerships is to achieve capital
appreciation through an investment program focused on specialized
investment strategies. The primary investment objective of insurance
contracts, included in the miscellaneous asset class, is to provide
a stable rate of return over a specified period of time.
EMPLOYEE SAVINGS PLAN – The Company sponsors an employee
stock ownership plan (ESOP) as part of its existing savings and
investment 401(k) plan. The ESOP is available to eligible domestic
employees. Company stock is used to match contributions made
by employees to the ESOP up to a maximum of 4.0 percent of an
employee’s annual compensation. Company contributions to the
ESOP are generally made in the form of cash and are recorded
as compensation expense.
2014
2013
2012
8,944,697
9,686,238
10,216,738
The assumptions used to measure the net periodic benefit cost for
postretirement benefit obligations are:
Shares held by ESOP
Company contributions
to ESOP
$63,441
$61,067
$58,067
In addition to shares within the ESOP, as of June 30, 2014, employees
have elected to invest in 2,510,535 shares of common stock within
a company stock fund of the savings and investment 401(k) plan.
The Company has a retirement income account (RIA) within the employee
savings plan. The Company makes a contribution to the participant’s
RIA each year, the amount of which is based on the participant’s age
and years of service. Participants do not contribute to the RIA. The
Company recognized $25,247, $22,046 and $19,372 in expense related
to the RIA in 2014, 2013 and 2012, respectively.
OTHER POSTRETIREMENT BENEFITS – The Company provides
postretirement medical and life insurance benefits to certain retirees
and eligible dependents. Most plans are contributory, with retiree
contributions adjusted annually. The plans are unfunded and pay
stated percentages of covered medically necessary expenses incurred
by retirees, after subtracting payments by Medicare or other providers
and after stated deductibles have been met. For most plans, the
Company has established cost maximums to more effectively control
future medical costs. The Company has reserved the right to change
these benefit plans.
Certain employees are covered under benefit provisions that include
prescription drug coverage for Medicare eligible retirees. The impact
of the subsidy received under the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 on the Company’s
other postretirement benefits was immaterial.
A summary of the Company’s other postretirement benefit plans
follows:
Benefit cost
Service cost
Interest cost
Net amortization and deferral
Net periodic benefit cost
2014
$ 623
2,971
884
$4,478
2013
2012
$ 825
2,826
1,279
$ 728
3,482
480
$ 4,930
$ 4,690
Change in benefit obligation
2014
2013
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
$ 75,544
623
2,971
1,963
(4,894)
$ 83,654
825
2,826
(6,752)
(5,009)
Benefit obligation at end of year
$ 76,207
$ 75,544
Funded status
$(76,207)
$(75,544)
Amounts recognized on the Consolidated Balance Sheet
Other accrued liabilities
Pensions and other postretirement benefits
$ (5,874)
(70,333)
$ (6,068)
(69,476)
Net amount recognized
$(76,207)
$(75,544)
Net actuarial loss
Prior service (credit)
Net amount recognized
$ 14,074
(797)
$ 13,115
(920)
$ 13,277
$ 12,195
The presentation of the amounts recognized on the Consolidated
Balance Sheet and in accumulated other comprehensive (loss) is
on a debit (credit) basis and is before the effect of income taxes.
The amount of net actuarial loss and prior service (credit) that will
be amortized from accumulated other comprehensive (loss) into net
periodic postretirement cost in 2015 is $1,141 and $(121), respectively.
Discount rate
Current medical cost
trend rate
Ultimate medical cost
trend rate
Medical cost trend rate
decreases to ultimate in year
2014
4.1%
7.75%
5.0%
2013
3.62%
8.0%
5.0%
2012
5.0%
8.0%
5.0%
2021
2019
2019
The discount rate assumption used to measure the benefit obligation
was 3.74 percent in 2014 and 4.1 percent in 2013.
Estimated future benefit payments for other postretirement benefits in
the five years ending June 30, 2015 through 2019 are $5,903, $5,991,
$6,076, $6,044 and $5,672, respectively, and $24,941 in the aggregate
for the five years ending June 30, 2020 through June 30, 2024.
A one percentage point change in assumed health care cost trend rates
would have the following effects:
Effect on total of service and interest
cost components
Effect on postretirement benefit
obligation
1% Increase 1% Decrease
$ 83
$ (72)
2,011
(1,753)
OTHER – The Company has established nonqualified deferred
compensation programs, which permit officers, directors and
certain management employees annually to elect to defer a portion
of their compensation, on a pre-tax basis, until their retirement.
The retirement benefit to be provided is based on the amount of
compensation deferred, Company matching contributions, and
earnings on the deferrals. During 2014, 2013 and 2012, the
Company recorded expense relating to deferred compensation
of $24,549, $19,182 and $4,499, respectively.
The Company has invested in corporate-owned life insurance policies
to assist in meeting the obligation under these programs. The policies
are held in a rabbi trust and are recorded as assets of the Company.
NOTE 11. Equity
As of July 1, 2013, the Company adopted the provisions of FASB
Accounting Standards Update No. 2013-02, “Reporting Amounts
Reclassified Out of Accumulated Other Comprehensive Income.”
As a result of this adoption, the Company has presented the
significant items reclassified to net income in their entirety
during 2014 in the table below.
Changes in accumulated other comprehensive (loss) in shareholders’
equity by component:
Foreign
Currency Retirement
Benefit
Translation
Adjustment
Plans Other
Total
Other comprehensive
income before
reclassifications
Amounts reclassified from
accumulated other
comprehensive (loss)
192,948
(20,636)
—
172,312
—
111,818
205
112,023
Balance June 30, 2014
$124,620 $ (947,890) $(228) $ (823,498)
35
Amounts recognized in Accumulated Other Comprehensive (Loss)
Balance June 30, 2013
$ (68,328) $(1,039,072) $(433) $(1,107,833)
Weighted-
Average
Weighted-
Average
Remaining
Exercise Contractual
Term
Price
Number
of Shares
9,435,173
$ 63.48
1,478,731
(2,664,061)
(41,144)
107.53
56.43
69.36
Aggregate
Intrinsic
Value
Nonvested June 30, 2013
Granted
Vested
Canceled
Nonvested June 30, 2014
Reclassifications out of accumulated other comprehensive (loss) in
shareholders’ equity during 2014:
Details about Accumulated
Other Comprehensive
(Loss) Components
Retirement benefit plans
Amortization of prior
service cost and initial
net obligation
Recognized actuarial loss
Total before tax
Tax benefit
Net of tax
Other
Realized loss on cash
flow hedges
Tax benefit
Income (Expense)
Reclassified from
Accumulated Other
Comprehensive (Loss)
Consolidated
Statement of
Income
Classification
$ (14,535)
(160,596)
(175,131)
63,313
$ (111,818)
See Note 10
See Note 10
Income taxes
$ (306) Interest expense
Income taxes
101
Net of tax
$ (205)
SHARE REPURCHASES – The Company has a program to repurchase
its common shares. On August 14, 2014, the Board of Directors of
the Company approved an increase in the overall maximum number
of shares authorized for repurchase under the program so that,
beginning on such date, the aggregate number of shares authorized
for repurchase was 15 million. Subject to this limitation, the Company
is authorized to repurchase, in any single fiscal year, an amount of
common shares equal to the greater of 7.5 million shares or five
percent of the shares outstanding as of the end of the prior fiscal
year. Repurchases are funded primarily from operating cash flows
and commercial paper borrowings, and the shares are initially held
as treasury stock. The number of common shares repurchased at
the average purchase price follows:
Shares repurchased
Average price per share
1,741,143
$114.87
3,006,005
$85.55
6,395,866
$71.20
2014
2013
2012
NOTE 12. Stock Incentive Plans
The Company’s 2009 Omnibus Stock Incentive Plan provides for the
granting of share-based incentive awards in the form of nonqualified
stock options, stock appreciation rights (SARs), restricted stock units
(RSUs) and restricted and unrestricted stock to officers and key
employees of the Company. The aggregate number of shares authorized
for issuance under the 2009 Omnibus Stock Incentive Plan is
14,700,000. The Company satisfies share-based incentive award
obligations by issuing shares of common stock out of treasury, which
have been repurchased pursuant to the Company’s share repurchase
program described in Note 11 to the Consolidated Financial Statements,
or through the issuance of previously unissued common stock.
STOCK OPTIONS/SARS – Stock options allow the participant to purchase
shares of common stock at a price not less than 100 percent of the fair
market value of the stock on the date of grant. Upon exercise, SARs
entitle the participant to receive shares of common stock equal to the
increase in value of the award between the grant date and the exercise
date. Stock options and SARs are exercisable from one to three years
after the date of grant and expire no more than 10 years after grant.
The fair value of each stock option and SAR award granted in 2014,
2013 and 2012 was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions:
Risk-free interest rate
Expected life of award
Expected dividend yield of stock
Expected volatility of stock
Weighted-average fair value
2014
1.55%
5.1 yrs
1.9%
39.1%
2013
0.8%
4.9 yrs
1.7%
39.0%
2012
0.9%
5.2 yrs
1.6%
37.3%
$32.57
$24.76
$20.30
The risk-free interest rate was based on U.S. Treasury yields with a term
similar to the expected life of the award. The expected life of the award
was derived by referring to actual exercise and post-vesting employment
termination experience. The expected dividend yield was based on the
Company’s historical dividend rate and stock price over a period similar
to the expected life of the award. The expected volatility of stock was
derived by referring to changes in the Company’s historical common
stock prices over a time-frame similar to the expected life of the award.
Stock option and SAR activity during 2014 is as follows (aggregate
intrinsic value in millions):
Outstanding
June 30, 2013
Granted
Exercised
Canceled
Outstanding
June 30, 2014
Exercisable
June 30, 2014
8,208,699
$ 72.87
5.3 years
$434.0
5,723,728
$ 63.10
4.1 years
$358.5
A summary of the status and changes of shares subject to stock option
and SAR awards and the related average price per share follows:
Nonvested June 30, 2013
Granted
Vested
Canceled
Nonvested June 30, 2014
Number of
Shares
Weighted-Average
Grant Date
Fair Value
2,933,202
1,478,731
(1,885,703)
(41,259)
2,484,971
$22.91
32.57
22.47
29.47
$28.89
At June 30, 2014, $20,602 of expense with respect to nonvested
stock option and SAR awards has yet to be recognized and will
be amortized into expense over a weighted-average period of
approximately 17 months. The total fair value of shares vested during
2014, 2013 and 2012 was $42,363, $29,777 and $37,885, respectively.
Information related to stock options and SAR awards exercised during
2014, 2013 and 2012 is as follows:
Net cash proceeds
Intrinsic value
Income tax benefit
2014
2013
$ 8,013
155,903
37,993
$ 32,204
208,426
47,659
2012
$10,599
57,567
14,008
During 2014, 2013 and 2012, the Company recognized stock-based
compensation expense of $49,998, $33,018 and $26,585, respectively,
relating to stock option and SAR awards. The Company derives a tax
deduction measured by the excess of the market value over the grant
price at the date stock-based awards are exercised. The related tax
benefit is credited to additional capital as the Company is currently
in a windfall tax benefit position.
Shares surrendered upon exercise of stock options and SARs:
2014 – 775,163; 2013 – 1,947,148; 2012 – 321,266.
RSUS – RSUs constitute an agreement to deliver shares of common
stock to the participant at the end of a vesting period. Generally, the
RSUs vest and the underlying stock is issued ratably over a three-year
graded vesting period. Unvested RSUs may not be transferred and do
not have dividend or voting rights. For each unvested RSU, recipients
are entitled to receive a dividend equivalent, payable in cash or common
shares, equal to the cash dividend per share paid to common
shareholders.
The fair value of each RSU award granted in 2014, 2013 and 2012 was
based on the fair market value of the Company’s common stock on the
date of grant. A summary of the status and changes of shares subject
to RSU awards and the related average price per share follows:
Number of
Shares
Weighted-Average
Grant Date
Fair Value
466,241
282,565
(259,307)
(17,969)
471,530
$ 73.55
106.15
69.44
93.42
$ 94.59
During 2014, 2013 and 2012, the Company recognized stock-based
compensation expense of $21,475, $17,852 and $12,393, respectively,
relating to RSU awards. At June 30, 2014, $18,615 of expense with
respect to nonvested RSU awards has yet to be recognized and will be
amortized into expense over a weighted-average period of approximately
21 months. The total fair value of RSU awards vested during 2014, 2013
and 2012 was $18,007, $12,488 and $8,642, respectively. The Company
recognized a tax benefit of $2,509, $976 and $1,673 relating to the
issuance of common stock for RSU awards that vested during 2014,
2013 and 2012, respectively.
LTIP/RESTRICTED STOCK – The Company’s Long Term Incentive Plans
(LTIP) provide for the issuance of unrestricted stock to certain officers
and key employees based on the attainment of certain goals relating to
the Company’s revenue growth, earnings per share growth and return
on invested capital during the 3-year performance period. No dividends
or dividend equivalents are paid on unearned shares. For awards
granted prior to the 2010-11-12 LTIP, restricted stock was earned and
awarded, and an estimated value was accrued, based upon attainment
of criteria specified in the LTIP over the cumulative years of each 3-year
plan. The shares of restricted stock issued to plan participants after the
end of the performance period are entitled to cash dividends and to vote
their respective shares, but transferability of the restricted stock is
restricted for 3 years following issuance.
Stock issued for LTIP
2014
2013
2012
LTIP 3-year plan
Number of shares issued
Average share value
on date of issuance
Total value
2011-12-13
298,813
2010-11-12
792,428
2009-10-11
243,266
$126.17
$37,701
$ 83.64
$66,278
$ 69.10
$16,810
Under the Company’s 2012-13-14 LTIP, a payout of unrestricted stock
will be issued in April 2015.
The fair value of each LTIP award granted in 2014, 2013 and 2012 was
based on the fair market value of the Company’s common stock on the
date of grant. A summary of the status and changes of shares relating
to the LTIP and the related average price per share follows:
Number of
Shares
Weighted-Average
Grant Date
Fair Value
Nonvested June 30, 2013
1,001,393
$ 83.59
Granted
Vested
Canceled
Nonvested June 30, 2014
305,247
(375,176)
(11,368)
920,096
113.07
79.86
89.18
$ 94.83
During 2014, 2013 and 2012, the Company recorded stock-based
compensation expense of $31,688, $34,127 and $41,886, respectively,
relating to the LTIP.
Shares surrendered in connection with the LTIP: 2014 – 140,406;
2013 – 311,110; 2012 – 76,427.
In 2014, 2013 and 2012, 12,353, 14,580 and 15,010 restricted shares,
respectively, were issued to certain non-employee members of the
Board of Directors. Transferability of these shares is restricted for
one to three years following issuance. These shares vest ratably, on
an annual basis, over the term of office of the director. The fair value
of the restricted shares issued in 2014, 2013, and 2012 was based on
the fair market value of the Company’s common stock on the date of
grant. During 2014, 2013 and 2012, the Company recognized expense
of $1,304, $1,137, and $1,200, respectively, related to restricted shares.
During 2014, 2013 and 2012, the Company recognized a tax (cost)
benefit of $(6,770), $17,395, and $426, respectively, relating to the
LTIP and restricted shares issued to non-employee members of the
Board of Directors.
At June 30, 2014, the Company had approximately 14 million common
shares reserved for issuance in connection with its stock incentive
plans.
NOTE 13. Shareholders’ Protection Rights Agreement
On January 25, 2007, the Board of Directors of the Company
declared a dividend of one Shareholders’ Right for each common
share outstanding on February 17, 2007 in relation to the Company’s
Shareholders Protection Rights Agreement. As of June 30, 2014,
148,902,813 common shares were reserved for issuance under this
Agreement. Under certain conditions involving acquisition of, or an
offer for, 15 percent or more of the Company’s common shares, all
holders of Shareholders’ Rights would be entitled to purchase one
common share at an exercise price currently set at $160. In addition,
in certain circumstances, all holders of Shareholders’ Rights (other
than the acquiring entity) would be entitled to purchase a number of
common shares equal to twice the exercise price, or at the option
of the Board of Directors, to exchange each Shareholders’ Right for one
common share. The Shareholders’ Rights remain in existence until
February 17, 2017, unless extended by the Board of Directors or earlier
redeemed (at one cent per Shareholders’ Right), exercised or exchanged
under the terms of the agreement. In the event of an unfriendly business
combination attempt, the Shareholders’ Rights will cause substantial
dilution to the person attempting the business combination. The
Shareholders’ Rights should not interfere with any merger or other
business combination that is in the best interest of the Company and
its shareholders since the Shareholders’ Rights may be redeemed.
36
37
NOTE 14. Research and Development
Research and development costs amounted to $410,132 in 2014,
$406,613 in 2013 and $365,703 in 2012. These amounts include both
costs incurred by the Company related to independent research and
development initiatives as well as costs incurred in connection with
research and development contracts. Costs incurred in connection
with research and development contracts amounted to $55,916 in 2014,
$58,916 in 2013 and $43,658 in 2012. These costs are included in the
total research and development cost for each of the respective years.
NOTE 15. Financial Instruments
The Company’s financial instruments consist primarily of cash and
cash equivalents, marketable securities and other short-term investments,
long-term investments, and accounts receivable as well as obligations
under accounts payable, trade, notes payable and long-term debt.
Due to their short-term nature, the carrying values for cash and cash
equivalents, marketable securities and other short-term investments,
accounts receivable, accounts payable, trade and notes payable
approximate fair value. The carrying value of long-term debt (excluding
capital leases) and estimated fair value of long-term debt (excluding
capital leases) at June 30 are as follows:
Carrying value of long-term
debt (excluding capital leases)
Estimated fair value of long-term
debt (excluding capital leases)
2014
2013
$1,508,420
$1,498,025
1,708,723
1,654,886
The fair value of long-term debt was estimated using discounted cash
flow analyses based on the Company’s current incremental borrowing
rate for similar types of borrowing arrangements.
The Company utilizes derivative and non-derivative financial instruments,
including forward exchange contracts, costless collar contracts, cross-
currency swap contracts and certain foreign denominated debt designated
as net investment hedges, to manage foreign currency transaction and
translation risk. The derivative financial instrument contracts are with
major investment grade financial institutions and the Company does
not anticipate any material non-performance by any of the counterparties.
The Company does not hold or issue derivative financial instruments
for trading purposes.
The Company’s Euro bonds and Japanese Yen credit facility have
been designated as a hedge of the Company’s net investment in certain
foreign subsidiaries. The translation of the Euro bonds and Japanese
Yen credit facility into U.S. dollars is recorded in accumulated other
comprehensive income (loss) and remains there until the underlying
net investment is sold or substantially liquidated.
Derivative financial instruments are recognized on the balance sheet
as either assets or liabilities and are measured at fair value. Derivatives
consist of forward exchange, costless collar and cross-currency swap
contracts the fair value of which is calculated using market observable
inputs including both spot and forward prices for the same underlying
currencies. The fair value of the cross-currency swap contracts is
calculated using a present value cash flow model that has been adjusted
to reflect the credit risk of either the Company or the counterparty.
Gains or losses on derivatives that are not hedges are adjusted to
fair value through the cost of sales caption in the Consolidated
Statement of Income. Gains or losses on derivatives that are hedges
are adjusted to fair value through accumulated other comprehensive
income (loss) in the Consolidated Balance Sheet until the hedged item
is recognized in earnings.
The location and fair value of derivative financial instruments reported
in the Consolidated Balance Sheet are as follows:
Balance Sheet Caption
2014
2013
Other liabilities
Net investment
hedges
Cross-currency
swap contracts
Cash flow hedges
Costless collar
contracts
Forward exchange
contracts
Costless collar
contracts Other accrued liabilities
Non-trade and
notes receivable
Non-trade and
notes receivable
$45,790
$22,438
3,508
1,422
(41)
378
41
953
The cross-currency swap and costless collar contracts are reflected
on a gross basis in the Consolidated Balance Sheet. The presentation
of forward contracts is on a net basis, the effect of which is immaterial
to the Consolidated Balance Sheet. The Company has not entered into
any master netting arrangements.
The fair values at June 30, 2014 and 2013 are classified within Level 2
of the fair value hierarchy. There are no other financial assets or
liabilities that are marked to market on a recurring basis. Fair values
are transferred between levels of the fair value hierarchy when facts
and circumstances indicate that a change in the method of estimating
the fair value of a financial asset or financial liability is warranted.
The cross-currency swap contracts have been designated as hedging
instruments. The forward exchange and costless collar contracts have
not been designated as hedging instruments and are considered to be
economic hedges of forecasted transactions.
Gains (losses) on derivative financial instruments that were recorded
in the Consolidated Statement of Income are as follows:
Forward exchange contracts
Costless collar contracts
2014
$ (81)
7,052
2013
$(1,821)
502
2012
$(4,156)
5,111
Gains (losses) on derivative and non-derivative financial instruments
that were recorded in accumulated other comprehensive (loss) in the
Consolidated Balance Sheet are as follows:
Cross-currency swap contracts
Foreign denominated debt
2014
2013
$(14,426)
7,611
$(12,622)
4,743
There was no ineffectiveness of the cross-currency swap contracts
or foreign denominated debt, nor were any portion of these financial
instruments excluded from the effectiveness testing, during 2014,
2013 and 2012.
NOTE 16. Contingencies
The Company is involved in various litigation matters arising in the
normal course of business, including proceedings based on product
liability claims, workers’ compensation claims and alleged violations of
various environmental laws. The Company is self-insured in the United
States for health care, workers’ compensation, general liability and
product liability up to predetermined amounts, above which third party
insurance applies. Management regularly reviews the probable outcome
of these proceedings, the expenses expected to be incurred, the
availability and limits of the insurance coverage, and the established
accruals for liabilities. While the outcome of pending proceedings
cannot be predicted with certainty, management believes that any
liabilities that may result from these proceedings will not have a material
adverse effect on the Company’s liquidity, financial condition or results
of operations.
ENVIRONMENTAL – The Company is currently responsible for
environmental remediation at various manufacturing facilities presently
or formerly operated by the Company and has been named as a
“potentially responsible party,” along with other companies, at off-site
waste disposal facilities and regional sites.
As of June 30, 2014, the Company had an accrual of $13,625 for
environmental matters, which are probable and reasonably estimable.
The accrual is recorded based upon the best estimate of costs to be
incurred in light of the progress made in determining the magnitude of
remediation costs, the timing and extent of remedial actions required
NOTE 17. Quarterly Information (Unaudited)
2014
Net sales
Gross profit
Net income attributable to common shareholders
Diluted earnings per share
2013
Net sales
Gross profit
Net income attributable to common shareholders
Diluted earnings per share
1st
$3,226,144
749,735
244,316
1.61
1st
$3,214,935
737,488
239,741
1.57
by governmental authorities and the amount of the Company’s liability
in proportion to other responsible parties.
The Company’s estimated total liability for environmental matters
ranges from a minimum of $13.6 million to a maximum of $82.7
million. The largest range for any one site is approximately $14.6
million. The actual costs to be incurred by the Company will be
dependent on final determination of contamination and required
remedial action, negotiations with governmental authorities with
respect to cleanup levels, changes in regulatory requirements,
innovations in investigatory and remedial technologies, effectiveness
of remedial technologies employed, the ability of other responsible
parties to pay, and any insurance or other third-party recoveries.
2nd
$3,106,006
686,035
253,288
1.66
2nd
$3,065,495
643,523
180,962
1.19
3rd
4th
Total
$3,358,406
752,513
242,406
1.60
3rd
$3,307,041
737,852
256,560
1.68
$3,525,415
839,461
301,038
1.98
4th
$3,428,233
810,166
271,164
1.78
$13,215,971
3,027,744
1,041,048
6.87
Total
$13,015,704
2,929,029
948,427
6.26
Earnings per share amounts are computed independently for each of the quarters presented, therefore, the sum of the quarterly earnings per share
amounts may not equal the total computed for the year.
NOTE 18. Stock Prices and Dividends (Unaudited)
(In dollars)
1st
2014
2013
2012
High
Low
Dividends
High
Low
Dividends
High
Low
Dividends
$110.21
94.81
0.45
$ 87.71
70.42
0.41
$ 92.01
60.36
0.37
Common Stock Listing: New York Stock Exchange, Stock Symbol PH
2nd
$129.77
103.36
0.45
$ 87.04
75.80
0.41
$ 85.84
59.26
0.37
3rd
$129.40
108.66
0.48
$ 98.15
86.51
0.43
$ 91.47
76.92
0.39
4th
Fiscal Year
$130.44
118.46
0.48
$101.88
84.50
0.45
$ 89.45
71.90
0.41
$130.44
94.81
1.86
$ 101.88
70.42
1.70
$ 92.01
59.26
1.54
38
39
Report of Independent Registered
Public Accounting Firm
To the Board of Directors and Shareholders
of Parker-Hannifin Corporation:
We have audited the accompanying consolidated balance sheets of
Parker-Hannifin Corporation and subsidiaries (the “Company”) as
of June 30, 2014 and 2013, and the related consolidated statements
of income, comprehensive income, equity, and cash flows for each
of the three years in the period ended June 30, 2014. We also have
audited the Company’s internal control over financial reporting as
of June 30, 2014, based on criteria established in Internal Control –
Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management
is responsible for these financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting, included
in the accompanying Management’s Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on
these financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in
the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
A company’s internal control over financial reporting is a process
designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing
similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may
not be prevented or detected on a timely basis. Also, projections of
any evaluation of the effectiveness of the internal control over financial
reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Parker-Hannifin Corporation and subsidiaries as of June 30, 2014
and 2013, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2014, in
conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the Company
maintained, in all material respects, effective internal control
over financial reporting as of June 30, 2014, based on the criteria
established in Internal Control - Integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 22, 2014
Management’s Report on
Internal Control Over
Financial Reporting
Our management, including the principal executive officer and
the principal financial officer, is responsible for establishing
and maintaining adequate internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). We
assessed the effectiveness of our internal control over financial
reporting as of June 30, 2014. In making this assessment, we
used the criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission in “Internal Control-
Integrated Framework (1992).” We concluded that based on our
assessment, the Company’s internal control over financial
reporting was effective as of June 30, 2014.
Deloitte & Touche LLP, the independent registered public
accounting firm that audited the Company’s consolidated
financial statements, has issued an attestation report on
the Company’s internal control over financial reporting as
of June 30, 2014, which is included herein.
Forward-Looking Statements
Forward-looking statements contained in this and other written and
oral reports are made based on known events and circumstances at
the time of release, and as such, are subject in the future to unforeseen
uncertainties and risks. All statements regarding future performance,
earnings projections, events or developments are forward-looking
statements. It is possible that the future performance and earnings
projections of the Company, including its individual segments, may
differ materially from current expectations, depending on economic
conditions within its mobile, industrial and aerospace markets, and
the Company’s ability to maintain and achieve anticipated benefits
associated with announced realignment activities, strategic initiatives
to improve operating margins, actions taken to combat the effects of
the current economic environment, and growth, innovation and global
diversification initiatives. A change in the economic conditions in
individual markets may have a particularly volatile effect on segment
performance.
Among other factors which may affect future performance are:
• changes in business relationships with and purchases by or from
major customers, suppliers or distributors, including delays or
cancellations in shipments, disputes regarding contract terms or
significant changes in financial condition, changes in contract cost
and revenue estimates for new development programs, and changes
in product mix;
Donald E. Washkewicz
Chairman,
Chief Executive Officer
and President
Jon P. Marten
Executive Vice President –
Finance & Administration
and Chief Financial Officer
• ability to identify acceptable strategic acquisition targets;
• uncertainties surrounding timing, successful completion or
integration of acquisitions and similar transactions;
• the ability to successfully divest businesses planned for divestiture
and realize the anticipated benefits of such divestitures;
• the determination to undertake business realignment activities and
the expected costs thereof and, if undertaken, the ability to complete
such activities and realize the anticipated cost savings from such
activities;
• the ability to realize anticipated benefits of the consolidation of the
Climate & Industrial Controls Group;
• threats associated with and efforts to combat terrorism;
• uncertainties surrounding the ultimate resolution of outstanding
legal proceedings, including the outcome of any appeals;
• competitive market conditions and resulting effects on sales
and pricing;
• increases in raw material costs that cannot be recovered in
product pricing;
• the Company’s ability to manage costs related to insurance
and employee retirement and health care benefits; and
• global economic factors, including manufacturing activity, air travel
trends, currency exchange rates, difficulties entering new markets
and general economic conditions such as inflation, deflation, interest
rates and credit availability.
The Company makes these statements as of the date of the filing of
its Annual Report on Form 10-K for the year ended June 30, 2014,
and undertakes no obligation to update them unless otherwise required
by law.
40
41
Eleven-Year Financial Summary
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
(A MOUNTS IN THOUSA NDS, E XCEPT PER SH A RE INFORM ATION )
Net sales
Cost of sales
Selling, general and administrative expenses
Goodwill and intangible asset impairment
Interest expense
Income taxes
Income - continuing operations
Net Income attributable to common shareholders
Basic earnings per share - continuing operations
Diluted earnings per share - continuing operations
Basic earnings per share
Diluted earnings per share
Average number of shares outstanding - Basic
Average number of shares outstanding - Diluted
Cash dividends per share
Net income attributable to common shareholders
as a percent of net sales
Return on average assets
Return on average shareholders’ equity
Book value per share
Working capital
Ratio of current assets to current liabilities
Plant and equipment, net
Total assets
Long-term debt
Shareholders’ equity
Debt to debt-shareholders’ equity percent
Depreciation
Capital expenditures
Number of employees
Number of shares outstanding at year-end
$13,215,971
10,188,227
1,633,992
188,870
82,566
515,302
1,041,048
1,041,048
6.98
6.87
6.98
$ 6.87
149,099
151,444
$ 1.860
7.9%
8.1%
16.8%
$ 44.72
$ 2,818,784
1.9
$ 1,824,294
13,274,362
1,508,142
$ 6,659,428
25.9%
$ 214,965
$ 216,340
57,447
148,903
$ 13,015,704
10,086,675
1,554,973
—
91,552
362,217
948,427
948,427
6.36
6.26
6.36
$ 6.26
149,218
151,588
$ 1.700
$13,145,942
9,958,337
1,519,316
—
92,790
421,206
1,151,823
1,151,823
7.62
7.45
7.62
$ 7.45
151,222
154,665
$ 1.540
$12,345,870
9,387,457
1,467,773
—
99,704
356,751
1,049,130
1,049,130
6.51
6.37
6.51
$ 6.37
161,126
164,798
$ 1.250
7.3%
8.0%
17.8%
8.8%
10.4%
22.4%
8.5%
10.1%
21.5%
$ 38.44
$ 2,010,983
1.6
$ 1,808,240
12,540,898
1,495,960
$ 5,738,426
$ 32.72
$ 2,012,101
1.8
$ 1,719,968
11,170,282
1,503,946
$ 4,896,515
$ 34.71
$ 1,914,213
1.8
$ 1,797,179
10,886,805
1,691,086
$ 5,383,854
$9,993,166
7,847,067
1,277,080
—
103,599
198,452
554,065
554,065
3.44
3.40
3.44
$ 3.40
160,910
162,902
$ 1.010
5.5%
5.6%
12.8%
$ 27.09
$1,383,905
1.6
$ 1,697,881
9,910,382
1,413,634
$4,367,965
$10,309,015
8,181,348
1,290,379
—
112,071
172,939
508,515
508,515
3.15
3.13
3.15
$ 3.13
161,564
162,719
$ 1.000
4.9%
5.0%
10.7%
$ 26.59
$ 1,118,027
1.6
$ 1,880,554
9,855,902
1,839,705
$ 4,268,199
$12,145,605
9,339,072
1,364,082
—
98,996
377,058
949,466
949,466
5.64
5.53
5.64
$ 5.53
168,285
171,644
$ .840
$10,718,059
8,272,949
1,226,861
—
83,414
329,236
830,046
830,046
4.75
4.68
4.75
$ 4.68
174,643
177,495
$ .692
7.8%
10.1%
19.1%
7.7%
10.0%
18.5%
$ 31.35
$ 1,912,369
1.9
$ 1,926,522
10,386,854
1,952,452
$ 5,251,553
$ 27.14
$ 1,460,930
1.8
$ 1,736,372
8,441,413
1,089,916
$ 4,712,680
$9,385,888
7,367,618
1,036,646
—
75,763
261,682
638,276
673,167
3.57
3.52
3.76
$ 3.71
178,817
181,326
$ .612
7.2%
9.0%
17.8%
$ 23.64
$ 1,457,873
1.9
$ 1,693,794
8,173,432
1,059,461
$4,240,904
$8,068,805
6,391,477
860,278
—
66,869
205,105
533,166
604,692
2.99
2.95
3.39
$ 3.35
178,193
180,674
$ .520
7.5%
9.3%
19.1%
$ 18.76
$ 1,454,883
2.1
$ 1,581,348
6,860,703
938,424
$ 3,340,157
$6,887,596
5,577,888
765,570
1,033
73,144
140,871
332,085
345,783
1.88
1.86
1.96
$ 1.94
176,562
178,509
$ .507
5.0%
5.7%
12.6%
$ 16.83
$1,260,036
2.0
$ 1,574,988
6,194,701
953,796
$2,982,454
33.0%
26.1%
24.7%
28.9%
35.2%
28.3%
21.4%
21.1%
22.5%
24.9%
$ 213,722
$ 265,896
58,151
149,289
$ 210,508
$ 218,817
59,331
149,631
$ 229,238
$ 207,294
58,409
155,091
$ 245,295
$ 129,222
54,794
161,256
$ 252,599
$ 270,733
51,639
160,489
$ 257,570
$ 280,327
61,722
167,512
$ 245,058
$ 237,827
57,338
173,618
$ 245,681
$ 198,113
57,073
179,417
$ 245,206
$ 154,905
50,019
178,034
$ 239,106
$ 138,291
47,433
177,252
4
1
0
2
13,500
12,500
11,500
10,500
9,500
8,500
7,500
6,500
5,500
4,500
3,500
2,500
1,500
1,500
500
0
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Net Sales
Millions of Dollars
42
4
1
0
2
1,200
1,100
1,000
900
800
700
600
500
400
300
200
100
0
4
1
0
2
9.00
8.25
7.50
6.75
6.00
5.25
4.50
3.75
3.00
2.25
1.50
0.75
0.00
3
0
0
2
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
Diluted Earnings Per Share
Dollars
4
1
0
2
13,500
12,500
11,500
10,500
9,500
8,500
7,500
6,500
5,500
4,500
3,500
2,500
1,500
1,500
500
0
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
4
1
0
2
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Long-Term Debt
Millions of Dollars
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Total Assets
Millions of Dollars
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Net Income Attributable To
Common Shareholders
Millions of Dollars
4
1
0
2
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
43
4
0
0
2
5
0
0
2
6
0
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
Shareholders’ Equity
Millions of Dollars
Corporate Management
MANAGEMENT COMMITTEE
DONALD E. WASHKEWICZ
Chairman, Chief Executive Officer
and President
Age: 64
Years of Parker service: 42
LEE C. BANKS
Executive Vice President
and Operating Officer
Age: 51
Years of Parker service: 22
JON P. MARTEN
Executive Vice President –
Finance & Administration
and Chief Financial Officer
Age: 58
Years of Parker service: 27
DANIEL S. SERBIN
Executive Vice President –
Human Resources and
External Affairs
Age: 60
Years of Parker service: 34
THOMAS L. WILLIAMS
Executive Vice President
and Operating Officer
Age: 55
Years of Parker service: 11
GROUP PRESIDENTS & OFFICERS
GROUP PRESIDENTS
ROBERT W. BOND
Vice President and President –
Fluid Connectors Group
Age: 56
Years of Parker service: 37
YOON “MICHAEL” CHUNG
Vice President and President –
Automation Group
Age: 51
Years of Parker service: 28
JEFFERY A. CULLMAN
Vice President and President –
Hydraulics Group
Age: 59
Years of Parker service: 36
JOHN R. GRECO
Vice President and President –
Instrumentation Group
Age: 60
Years of Parker service: 38
KURT A. KELLER
Vice President and President –
Asia Pacific Group
Age: 56
Years of Parker service: 34
PETER POPOFF
Vice President and President –
Filtration Group
Age: 62
Years of Parker service: 35
ANDREW D. ROSS
Vice President and President –
Engineered Materials Group
Age: 47
Years of Parker service: 15
ROGER S. SHERRARD
Vice President and President –
Aerospace Group
Age: 48
Years of Parker service: 25
JOACHIM GUHE
President –
Europe, Middle East
and Africa (EMEA) Group
Age: 50
Years of Parker service: 20
CANDIDO LIMA
President –
Latin America Group
Age: 49
Years of Parker service: 12
CORPORATE OFFICERS
JOHN G. DEDINSKY, JR.
Vice President –
Global Supply Chain
and Procurement
Age: 57
Years of Parker service: 35
WILLIAM G. ELINE
Vice President –
Chief Information Officer
Age: 58
Years of Parker service: 35
PAMELA J. HUGGINS
Vice President and Treasurer
Age: 60
Years of Parker service: 30
JOSEPH R. LEONTI
Vice President, General Counsel
and Secretary
Age: 42
Years of Parker service: 8
M. CRAIG MAXWELL
Vice President –
Chief Technology and
Innovation Officer
Age: 56
Years of Parker service: 18
CATHERINE A. SUEVER
Vice President and Controller
Age: 55
Years of Parker service: 27
44
45
Board of Directors
CHAIRMAN OF THE BOARD
DONALD E. WASHKEWICZ
Chairman, Chief Executive Officer
and President
Parker Hannifin Corporation
Age: 64, Director since 2000
Chairman since 2004
DIRECTORS
ROBERT G. BOHN 1, 2
Former Chairman of the Board
and Chief Executive Officer (retired)
Oshkosh Corporation
(specialty vehicles)
Age: 61, Director since 2010
KLAUS-PETER MÜLLER 3, 4
Chairman of the Supervisory Board
Commerzbank AG
(international banking)
Age: 69, Director since 1998
COMMITTEES OF THE BOARD
(1) AUDIT
Chair: L. S. Harty
(2) HUMAN RESOURCES
AND COMPENSATION
Chair: C. M. Obourn
(3) CORPORATE GOVERNANCE
AND NOMINATING
Chair and Lead Director: R. J. Kohlhepp
(4) FINANCE
Chair: J. L. Wainscott
CANDY M. OBOURN 2, 3
Chairman
Isoflux Incorporated
(coatings technologies)
Age: 64, Director since 2002
With Appreciation
LINDA S. HARTY 1, 4
Treasurer
Medtronic, Inc.
(medical technology)
Age: 54, Director since 2007
JOSEPH SCAMINACE 2, 3
Chief Executive Officer and Director
OM Group, Inc.
(metal-based specialty chemicals)
Age: 61, Director since 2004
WILLIAM E. KASSLING 1, 2
Lead Director of
Wabtec Corporation
(services for the rail industry)
Age: 70, Director since 2001
WOLFGANG R. SCHMITT 1, 3
Chief Executive Officer
Trends 2 Innovation
(strategic growth consultants)
Age: 70, Director since 1992
ROBERT J. KOHLHEPP 2, 3
Chairman of the Board
Cintas Corporation
(uniform rental)
Age: 70, Director since 2002
ÅKE SVENSSON 1, 4
Director General
Association of Swedish
Engineering Industries
Age: 62, Director since 2010
Thomas A. Piraino, Jr.
The Board of Directors and Management of
Parker Hannifin acknowledge the retirement
of Thomas A. Piraino, Jr., after 32 years of dedicated
service. Mr. Piraino led Parker’s global legal affairs
and corporate governance for 16 years as Vice President,
General Counsel and Secretary. He also directed the
activities of the Parker Hannifin Foundation, which
donates millions of dollars each year. He is noted for
his passion for Parker and its history, and his legacy
of preserving our company’s enviable reputation.
KEVIN A. LOBO 1, 4
Chairman, Chief Executive Officer
and President
Stryker Corporation
(medical technologies)
Age:49, Director since 2013
JAMES L. WAINSCOTT 2, 4
Chairman, Chief Executive Officer
and President
AK Steel Holding Corporation
(steel producer)
Age: 57, Director since 2009
Charly Saulnier
The Board of Directors and Management of Parker
Hannifin acknowledge the retirement of Charly Saulnier
after 43 years of dedicated service. Mr. Saulnier held
leadership responsibility for the Europe, Middle East
and Africa region most recently as group president. He
led Parker through a period of significant growth and
reorganization in the region leading to record sales and
profitability. He is noted for improving Parker’s ability
to better meet the needs of its customers through
expanded distribution and services.
46
Corporate Information
ETHICAL CONDUCT
Observing high ethical standards has contributed to
Parker Hannifin’s reputation for excellence. Parker
Hannifin’s Global Code of Business Conduct requires
compliance with all applicable laws, while acting with
honesty, fairness and integrity. Parker Hannifin is
committed to meeting its ethical obligations to
customers and suppliers, fellow employees,
shareholders and the public.
EQUAL OPPORTUNITY
Parker Hannifin is an affirmative action/equal
opportunity employer that extends its commitment
beyond equal opportunity and nondiscriminatory
practices to take positive steps to create an inclusive
and empowered employee environment.
It is the policy of Parker Hannifin to provide all
employees with a working environment free from all
forms of discrimination and harassment. Parker
Hannifin will not tolerate discrimination or harassment
against any person for any reason.
Parker Hannifin’s policy is to make all employment
decisions on the basis of an individual’s job related
qualifications, abilities and performance – not on the
basis of personal characteristics unrelated to
successful job performance.
ANNUAL MEETING
The 2014 Annual Meeting of Shareholders will be held
on Wednesday, October 22, 2014, at Parker Hannifin
Global Headquarters, 6035 Parkland Blvd., Cleveland,
Ohio 44124-4141, at 9:00 a.m. EDT.
Telephone 216 896 3000
FORM 10-K
Shareholders may request a free copy of Parker
Hannifin’s Annual Report to the Securities and
Exchange Commission on Form 10-K by writing to the
Secretary, Parker Hannifin Corporation,
6035 Parkland Blvd., Cleveland, Ohio 44124-4141.
TRANSFER AGENT & REGISTRAR
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854
Telephone 800 468 9716
www.shareowneronline.com
DIVIDEND REINVESTMENT PLAN
Parker Hannifin provides a Dividend Reinvestment
Plan for its shareholders. Under the Plan, Parker
Hannifin pays all bank service charges and brokerage
commissions. Supplemental cash payments are also
an option. For information, contact:
Wells Fargo Bank, N.A.
Shareowner Services
P.O. Box 64854
St. Paul, Minnesota 55164-0854
Telephone 800 468 9716
www.shareowneronline.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Deloitte & Touche, LLP, Cleveland, Ohio
PARKER HANNIFIN CORPORATION
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
216 896 3000
PRODUCT INFORMATION & DISTRIBUTOR
LOCATIONS
North America:
1-800-C-PARKER (1 800 272 7537)
Outside North America:
00800-C-PARKER-H (0800 2727 5374)
Visit us online at: www.parker.com
STOCK INFORMATION
New York Stock Exchange
Ticker symbol: PH
On the Internet at:
www.phstock.com
As of July 31, 2014, Parker Hannifin’s number of
shareholders of record was 4,031.
WORLDWIDE CAPABILITIES
Parker Hannifin is the world’s leading diversified
manufacturer of motion and control technologies and
systems. The company’s engineering expertise spans
the core motion technologies – electromechanical,
hydraulic and pneumatic – with a full complement of
fluid handling, filtration, sealing and shielding, climate
control, process control and aerospace technologies.
The company partners with its customers to increase
their productivity and profitability.
See our capabilities online at: www.parker.com
INVESTOR CONTACT
Pamela J. Huggins
Vice President and Treasurer
216 896 2240, phuggins@parker.com
MEDIA CONTACT
Aidan Gormley
Director, Global Communications and Branding
216 896 3258, aidan.gormley@parker.com
CAREER OPPORTUNITIES
Search for job openings and apply online at:
www.parker.com/careers
Comparison of 5-Year Cumulative Total Return*
Among Parker-Hannifin Corporation, the S&P 500 Index
and the S&P Industrial Index
Parker-Hannifin Corporation
S&P 500
S&P Industrial
6/09
6/10
6/11
6/12
6/13
6/14
2009
2010
2011
2012
2013
2014
Parker-Hannifin Corporation 100.00
100.00
S&P 500
100.00
S&P Industrial
131.44
114.43
127.47
215.96
149.55
176.00
188.61
157.70
173.86
238.67
190.18
212.56
319.76
236.98
273.31
*$100 invested on 6/30/09 in stock or index, including reinvestment of dividends.
Fiscal year ending June 30.
Copyright© 2014 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
$350
300
250
200
150
100
50
Diversified Industrial Segment
Global Technology Platforms
Aerospace Systems
Segment
Motion Systems
Flow & Process Control
Filtration & Engineered Materials
Aerospace
Product Groups
Hydraulics
Automation
Fluid Connectors
Instrumentation
Filtration
Engineered Materials
Aerospace
Key Markets
Aerial lift
Agriculture
Bulk chemical handling
Construction machinery
Food & beverage
Fuel & gas delivery
Industrial machinery
Life sciences
Marine
Mining
Mobile
Oil & gas
Renewable energy
Transportation
Key Products
Check valves
Connectors for low pressure
fluid conveyance
Deep sea umbilicals
Diagnostic equipment
Hose couplings
Industrial hose
Mooring systems &
power cables
PTFE hose & tubing
Quick couplings
Rubber & thermoplastic hose
Tube fittings & adapters
Tubing & plastic fittings
Key Markets
Aerial lift
Agriculture
Air conditioning
Construction machinery
Entertainment
Forestry
Industrial machinery
Machine tools
Marine
Material handling
Mining
Oil & gas
Power generation
Recreational vehicles
Refuse vehicles
Renewable energy
Truck hydraulics
Turf equipment
Key Products
Accumulators
Cartridge valves
Coolers
Electrohydraulic actuators
Electronic displays & human
machine interfaces
Electronic I/O controllers
Fan drives
Hybrid drives
Hydraulic cylinders
Hydraulic motors & pumps
Hydraulic systems
Hydraulic valves & controls
Hydrostatic steering
Integrated hydraulic circuits
Intensifiers
Power take-offs
Power units
Rotary actuators
Sensors
Telematic controllers
© 2014 PARKER HANNIFIN CORPORATION
Key Markets
Automotive
Conveyor & material handling
Factory automation
Fluid controls
Food & beverage
Industrial machinery
Life sciences
Machine tools
Medical
Mobile
Oil & gas
Packaging machinery
Paper machinery
Plastics machinery
Primary metals
Process
Renewable energy
Safety & security
Semiconductor & electronics
Transportation
Key Products
AC/DC drives & systems
Air preparation
Diesel emissions products
Electric actuators, gantry
robots & slides
Human machine interfaces
Inverters
Manifolds
Miniature fluidics
Pneumatic actuators
& grippers
Pneumatic valves & controls
Rotary actuators
Solenoid valves
Stepper motors, servo motors,
drives & controls
Structural extrusions
Vacuum generators, cups
& sensors
Valves
Key Markets
Air conditioning
Alternative fuels
Biopharmaceuticals
Chemical
Food & beverage
Industrial refrigeration
Life sciences
Microelectronics
Mining
Oil & gas
Pharmaceuticals
Power generation
Precision cooling
Refining
Refrigeration
Water/wastewater
Key Products
Accumulators
Analytical instruments
& sample conditioning systems
CNG dispensers
CO2 controls
Electronic controllers
Electronic valves
Filter driers
Fluid system fittings, valves,
regulators & manifold valves
Fluid system mass flow meters/
controllers
Fluoropolymer chemical
delivery fittings, valves & pumps
High pressure fittings, valves,
pumps & systems
High purity gas delivery
fittings, valves & regulators
Medical devices
Natural gas on-board fuel systems
Pressure regulating valves
Refrigeration electronic controls
& monitoring
Safety relief valves
Thermostatic & electronic
expansion valves
Key Markets
Aerospace
Food & beverage
Industrial machinery
Life sciences
Marine
Mobile
Oil & gas
Power generation
Renewable energy
Transportation
Water purification
Key Products
Analytical gas generators
Aviation fuel filters
Compressed air & gas treatment
solutions
Engine fuel, oil, air & CCV filtration
systems
Fluid condition monitoring systems
Hydraulic & lubrication filters
Instrumentation filters
Liquid, air & gas filters
Membrane & fiber filters
Nitrogen & hydrogen generators
Sterile air filtration
Water desalination and purification
filters & systems
Key Markets
Aerospace
Chemical processing
Consumer
Fluid power
General industrial
Information technology
Life sciences
Microelectronics
Military
Oil & gas
Power generation
Renewable energy
Telecommunications
Transportation
Key Products
Dynamic seals
Elastomeric o-rings
Electro-medical instrument
design & assembly
EMI shielding
Extruded & precision-cut,
fabricated elastomeric seals
High temperature metal seals
Homogeneous & inserted
elastomeric shapes
Medical device fabrication
& assembly
Metal & plastic retained
composite seals
Shielded optical windows
Silicone tubing & extrusions
Thermal management
Vibration dampening
Key Markets
Aftermarket services
Business jets
Commercial transports
Engines
General aviation
Helicopters
Military aircraft
Missiles
Power generation
Regional transports
Unmanned aerial vehicles
Key Products
Control actuation systems
& components
Engine systems & components
Fluid conveyance systems
& components
Fluid metering, delivery
& atomization devices
Fuel systems & components
Fuel tank inerting systems
Hydraulic systems
& components
Lubrication components
Power conditioning &
management systems
Thermal management
Wheels & brakes
Parker Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, 216 896 3000
www.parker.com