ANNUAL REPORT 2017
Looking To The Next One Hundred Years
After a century of growth and innovation, the
entrepreneurial spirit of founder Art Parker is reflected in
the company Parker has become, always exploring new
ways to help customers improve their productivity and
profitability and expand the bounds of motion and control
technology.
Driven by the hard work and dedication of its team
members around the world, in fiscal year 2017 Parker
capitalized on strategic growth opportunities and
benefited from improved market conditions to deliver
strong financial results, positioning the company for
record performance in the coming year.
LETTER TO
SHAREHOLDERS
In March 1917, a young inventor named
Art Parker began the Parker Appliance
Company in a small loft in Cleveland,
Ohio, designing and manufacturing
a new technology for the fluid power
industry to control the movement of
machines. In the century since, Parker
has grown to become the global leader
in motion and control technologies,
positioning the company not only to
engineer the success of our customers,
but also to play an increasingly
important role in a developing world.
Achieving 100 years of growth and
innovation is a unique, wonderful
accomplishment, and this year we
are celebrating the people, culture
and values that have made Parker the
company it is today.
The milestone also serves as an
opportunity to reflect on our progress,
and to plan for the future. In fiscal year
2017, we did both. We transformed
our portfolio by completing the largest
transaction in our company’s history
and we achieved strong financial
performance, demonstrating a year
of successful execution of the new
Win Strategy™.
Thomas L. Williams, Chairman and Chief Executive Officer (L)
Lee C. Banks, President and Chief Operating Officer (R)
FISCAL YEAR 2017
POSITIONED FOR
GROWTH
In the first half of fiscal year 2017, we
endured weak demand, but as the
second half unfolded, conditions in key
• Total net sales were $12.0 billion, a
6% increase from the previous year.
Organic growth was 2%, our best
performance in five years, as order
rates meaningfully improved in the
second half of our fiscal year. The
balance of our growth was through
end markets began to improve, and we
acquisitions.
benefited significantly from the impact
of recent business realignment and
the new Win Strategy initiatives across
our operations. These factors along
with the dedication of our remarkable
team members enabled us to capitalize
on strategic growth opportunities and
deliver strong financial performance
and shareholder value.
FINANCIAL HIGHLIGHTS (as reported)
FY17
FY16
NET SALES
$ 12,029,312 $ 11,360,753
Year-Over-Year
Change
6%
SEGMENT OPERATING
MARGIN
14.9%
13.9%
100bps
DILUTED EARNINGS
PER SHARE
$
7.25 $
5.89
23%
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 1,302,471 $ 1,210,778
8%
• Total adjusted segment operating
margin was 15.8% (adjusted for
business realignment and acquisition
expenses), a 100 basis point (bps)
improvement from the previous year.
• Net income increased 22% from the
previous year to $983.8 million, or
$7.25 per share. Adjusted earnings
per share were $8.11, an increase of
26% compared to the prior year.
• Cash flow from operations for fiscal
year 2017 was $1.3 billion, or 12.7%
of sales before discretionary pension
contributions, and adjusted free
cash flow conversion was 134%.
This is the 16th consecutive year
that Parker has generated cash flow
from operations (before discretionary
pension contributions) greater than
10% of sales.
• In fiscal year 2017, we increased
our annual dividend per share,
continuing 61 consecutive fiscal
years of increasing annual dividends
paid, and we repurchased $265
million worth of Parker shares.
“ Conditions in key end markets began to improve,
and we benefited significantly from the impact
of recent business realignment and the new Win
Strategy initiatives across our operations.”
• We invested significantly in
growing our business by making
three acquisitions, the largest
being CLARCOR Inc., which was
transformational for our filtration
business and adds a strong
recurring revenue stream which
typically is less cyclical and carries
higher operating margins.
ENGAGED PEOPLE
Safety is Parker’s highest priority. This
year Parker team members achieved a
PREMIER CUSTOMER
EXPERIENCE
For Parker, the most certain way to
22% reduction in workplace accidents
grow the business is to ensure that we
and 19 divisions achieved zero
are creating a premier experience for
accidents. We are encouraged by this
our customers. We are continuing to
improvement, which is being driven
roll out our Likelihood-to-Recommend
by strong leadership, training and the
measurement system, gathering
engagement of our team members
direct insight from our customers and
globally through high performance
distributors which will enable us to
With the benefit of lower fixed costs,
teams that are focused on achieving a
provide them with a better experience.
stronger market conditions helping to
goal of zero accidents.
drive organic sales growth, and the
contributions of CLARCOR including
increased earnings and cost synergies,
we are anticipating record performance
in fiscal year 2018.
THE NEW WIN
STRATEGY
IMPLEMENTATION
We have made meaningful investments
To measure our progress towards a
in eBusiness initiatives to improve
high performing work environment,
our online experience. We are seeing
this year we completed the 2017
the results in faster response times,
Global Engagement Survey, with an
more intuitive site navigation, higher
excellent 92% response rate across
conversion rates, increased support
the company. The results indicated
tools and positive feedback from
improvement in several key areas, as
customers. Moving forward, we will
well as opportunities for us to make
further optimize our digital presence to
Parker even better, and action planning
make it easier than ever to do business
This year, Parker team members once
again demonstrated their dedication to
is taking place at the local level with
with Parker.
the aim of increasing engagement and
executing the new Win Strategy across
ownership.
our operations. We are seeing high
levels of engagement from our team
members as they set out to improve
their portion of the business and the
impact of their efforts is reflected in the
progress we continue to make toward
achieving our long-term goals.
“ This year Parker team
members achieved
a 22% reduction in
workplace accidents
and 19 divisions
achieved zero
accidents.”
PROFITABLE GROWTH
During the second half of fiscal year
To combine Parker’s 100 years of
motion and control component and
2017 our organic growth strategies
yielded growth faster than the industrial
production index. In addition to
organic growth, in February 2017,
we completed the acquisition of
CLARCOR, a diversified manufacturer
of mobile, industrial and environmental
filtration products with annual sales
of approximately $1.4 billion. The
system expertise with the digital world,
this year we introduced the Voice of
the Machine™ IoT platform, an open,
interoperable and scalable ecosystem
of connected products and systems.
Voice of the Machine is designed
to keep critical systems productive,
improve safety, avoid unplanned
downtime and ultimately create better
FINANCIAL
PERFORMANCE
The new Win Strategy initiatives are
ensuring that Parker delivers significant
long-term value to our shareholders.
Our focus on Simplification and
integrating lean principles is enabling
a reduction in complexity across the
company and increasing our speed in
serving customers. Strategic supply
chain management and value pricing
combination is transformational for our
outcomes for our customers.
initiatives also drive value for both
portfolio, contributing a broad array
of industrial air and liquid filtration
products and technologies, enabling
us to better serve our customers. The
acquisition also adds resilient recurring
revenue streams, as nearly 80% of
CLARCOR’s revenue is generated
through aftermarket sales. The cultures
and values of our two companies have
proved to be an excellent match, and
To expand our service capabilities
globally and better support our
partners in key underserved markets,
we recently introduced Engineered
Services, bringing together several
Parker business units under one
common offering. Improving Parker’s
global services platform will continue to
be key to ensuring healthy margins and
the integration team is making rapid
future growth.
progress in generating significant
operational synergies estimated at
$140 million.
Parker and our partners.
Specific to our Simplification
initiative, we have continued to
reduce organizational complexity by
consolidating Parker divisions, going
from 114 divisions in fiscal year 2015 to
100 divisions in the middle of fiscal year
2017. We expect to be at 90 divisions
by the end of fiscal year 2018. This year
we also announced the formation of
the Motion Systems Group, combining
the existing Hydraulics Group with the
Pneumatics and Electromechanical
businesses of the Automation Group,
and aligned the Precision Fluidics
and Fluid Controls businesses of
the Automation Group with the
Instrumentation Group. These changes
capitalize on the natural synergies
between the core motion systems
and fluid control technologies in these
groups, and are expected to bring
“ The new Win Strategy initiatives are ensuring
Parker delivers significant long-term value to our
shareholders.”
added growth opportunities and more
As we close the chapter on the first
efficient delivery of systems solutions to
century of Parker’s history, we would
our customers.
like to thank our remarkable team
members, who are the foundation of
In the EMEA region, we are
the company’s success. Their hard
consolidating from four to two sales
work and dedication to preserving our
regions, and from 22 sales companies
culture and values has positioned us to
into seven multi-country sales
build on the rich legacy that has come
companies supported by a pan-
before us. We are also grateful to our
regional customer service organization,
shareholders for sharing our confidence
consistent with our goal of streamlining
in Parker’s long-term success, as we
our organization across the region.
look ahead to a promising future over
THE NEXT CENTURY
Effective execution of the new Win
Strategy will drive Parker towards two
key outcomes: building on our history
as a great generator and deployer
of cash to deliver long-term value to
our shareholders, and achieving top
quartile financial performance versus
our proxy peer companies.
Just two years after we launched
the next 100 years.
Sincerely,
Thomas L. Williams
Chairman and Chief Executive Officer
Lee C. Banks
President and Chief Operating Officer
the new Win Strategy, we are well on
August 2017
our way to reaching our long term
financial goals that target organic sales
growth at a rate of 150 bps greater
than the global industrial production
index, 17% segment operating margin
and a compound annual growth rate
in earnings per share of 8%. These
measures correlate strongly with total
shareholder return and would place
Parker among the best performing
diversified industrial companies in
the world.
Moving forward, effective Win Strategy execution will
enable Parker to deliver top quartile financial performance,
long-term shareholder value and continued success over
the next 100 years.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-4982
PARKER-HANNIFIN CORPORATION
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of
Incorporation or Organization)
6035 Parkland Boulevard, Cleveland, Ohio
(Address of Principal Executive Offices)
34-0451060
(I.R.S. Employer
Identification No.)
44124-4141
(Zip Code)
Registrant’s telephone number, including area code (216) 896-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Shares, $.50 par value
Name of Each Exchange
on which Registered
New York Stock Exchange
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act: None
Yes
No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K
.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer:
Non-Accelerated Filer:
(Do not check if a smaller reporting company)
Emerging Growth Company
Accelerated Filer:
Smaller Reporting Company:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the outstanding common stock held by non-affiliates of the Registrant as of December 31, 2016,
excluding, for purpose of this computation only, stock holdings of the Registrant’s Directors and Officers: $18,577,753,996.
The number of Common Shares outstanding on July 31, 2017 was 133,129,936.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the Company’s 2017 Annual Meeting of Shareholders to be held on October 25, 2017,
are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Executive Officers of the Registrant
Item 2.
Item 3.
Properties
Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 6.
Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
Exhibit Index
2
8
13
14
15
16
16
16
17
18
28
29
66
66
66
66
66
67
68
68
69
70
72
1
PARKER-HANNIFIN CORPORATION
FORM 10-K
Fiscal Year Ended June 30, 2017
PART I
ITEM 1. Business. Parker-Hannifin Corporation 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 was incorporated in Ohio in 1938. Its principal executive offices are located at 6035 Parkland
Boulevard, Cleveland, Ohio 44124-4141, telephone (216) 896-3000. As used in this Annual Report on Form 10-K, unless the
context otherwise requires, the term "Company" refers to Parker-Hannifin Corporation and its subsidiaries and the term "year"
and references to specific years refer to the applicable fiscal year.
The Company’s investor relations internet website address is www.phstock.com. The Company makes available free of
charge on or through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as soon as reasonably practicable after filing or furnishing such material electronically with the Securities and Exchange
Commission. The information contained on or accessible through the Company’s website is not part of this Annual Report on
Form 10-K.
The Board of Directors has adopted a written charter for each of the committees of the Board of Directors. These charters,
as well as the Company’s Global Code of Business Conduct, Corporate Governance Guidelines and Independence Standards for
Directors, are posted and available on the Company’s investor relations internet website at www.phstock.com under the
Corporate Governance page. Shareholders may request copies of these corporate governance documents, free of charge, by
writing to Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, Attention: Secretary, or by
calling (216) 896-3000.
The Company’s manufacturing, service, sales, distribution and administrative facilities are located in 41 states within the
United States and in 49 other countries. The Company’s products are sold as original and replacement equipment through sales
and distribution centers worldwide. The Company markets its products through direct-sales employees, independent distributors
and sales representatives. The Company's products are supplied to approximately 439,000 customers in virtually every
significant manufacturing, transportation and processing industry.
The Company has two reporting segments: Diversified Industrial and Aerospace Systems. During 2017, the
Company's technologies and systems were used in the products of these two reporting segments. For 2017, total net sales were
$12.0 billion. Diversified Industrial Segment products accounted for 81% and Aerospace Systems Segment products accounted
for 19% of those net sales.
Markets
The Company’s technologies and systems are used throughout various industries and in various applications. The
approximately 439,000 customers who purchase the Company’s products are found throughout nearly every significant
manufacturing, transportation and processing industry. No single customer accounted for more than 3% of the Company’s total
net sales for the year ended June 30, 2017.
2
Diversified Industrial Segment. Sales of Diversified Industrial Segment products are made to both original equipment
manufacturers ("OEMs") and distributors who serve the replacement markets in manufacturing, packaging, processing,
transportation, mobile construction, refrigeration and air conditioning, agricultural and military machinery and equipment
industries. The major markets for products of the Diversified Industrial Segment are listed below by group:
• Microelectronics
• Military
• Oil and gas
• Power generation
• Renewable energy
• Telecommunications
• Transportation
• Marine
• Mining
• Oil and gas
• Power generation
• Renewable energy
• Transportation
• Water purification
• Life sciences
• Marine
• Mining
• Mobile
• Oil and gas
• Renewable energy
• Transportation
• Mining
• Oil and gas
• Packaging
• Pharmaceuticals
• Power generation
• Refining
• Refrigeration
• Transportation
• Water/wastewater
Engineered Materials
Group:
• Aerospace
• Chemical processing
Filtration
Group:
Fluid
Connectors
Group:
Instrumentation
Group:
• Consumer
• Fluid power
• General industrial
• Information technology
• Life sciences
• Agriculture
• Aerospace and defense
• Construction
• Food and beverage
• Heating, ventilation and air conditioning
(HVAC)
• Industrial machinery
• Life sciences
• Aerial lift
• Agriculture
• Bulk chemical handling
• Construction machinery
• Food and beverage
• Fuel and gas delivery
• Industrial machinery
• Air conditioning
• Alternative fuels
• Biopharmaceuticals
• Chemical
• Diesel engine
• Food and beverage
• Industrial machinery
• Life sciences
• Microelectronics
3
Motion Systems
Group:
• Aerial lift
• Agriculture
• Battery energy storage
• Construction machinery
• Entertainment
• Factory automation
• Forestry
• Industrial machinery
• Machine tools
• Marine
• Material handling
• Microelectronics
• Mining
• Oil and gas
• Packaging
• Power generation
• Recreational vehicles
• Refuse vehicles
• Renewable energy
• Transportation
• Truck hydraulics
• Turf equipment
Aerospace Systems Segment. Sales of the Aerospace Systems Segment products are made primarily in the commercial
and military aerospace markets to both OEMs and to end users for spares, maintenance, repair and overhaul. The major markets
for products of the Aerospace Systems Segment are listed below:
• Aftermarket Services
• Commercial transports
• Engines
• General and business aviation
• Helicopters
• Military aircraft
• Missiles
• Power generation
• Regional transports
• Unmanned aerial vehicles
Principal Products and Methods of Distribution
Although the Company offers hundreds of thousands of individual products, no single product contributed more than 1%
to the Company’s total net sales for the year ended June 30, 2017. Listed below are some of the Company’s principal products.
Diversified Industrial Segment. The products produced by the Company’s Diversified Industrial Segment consist of a
broad range of motion-control and fluid systems and components, which are described below by group:
Engineered Materials Group: static and dynamic sealing devices, including:
• Dynamic seals
• Elastomeric o-rings
• Homogeneous and inserted elastomeric shapes
• Medical device fabrication and assembly
• Electro-medical instrument design and assembly
• Metal and plastic retained composite seals
• Electromagnetic interference shielding
• Shielded optical windows
• Extruded and precision-cut fabricated elastomeric
• Silicone tubing and extrusions
seals
• High-temperature metal seals
• Thermal management
• Vibration dampening
4
Filtration Group: filters, systems and diagnostics solutions to monitor and remove contaminants from fuel, air, oil, water
and other liquids and gases, including:
• Aerospace filters and systems
• Hydraulic and lubrication filters and systems
• Air pollution control and dust collection systems
• Industrial and analytical gas generators
and filters
• Compressed air and gas treatment solutions
• Engine fuel, oil, air and closed crankcase
ventilation filtration systems
• Filtration and purification systems
• Fluid condition monitoring systems
• Gas turbine air inlet filters
• Heating, ventilation and air conditioning (HVAC)
filters
• Instrumentation filters
• Membrane, fiber, and sintered metal filters
• Natural gas filters
• Process liquid, air and gas filters
• Sterile air filters
• Water purification filters and systems
Fluid Connectors Group: connectors which control, transmit and contain fluid, including:
• Check valves
• Diagnostic equipment
• Hose couplings
• Industrial hose
• Low pressure fittings and adapters
• Polytetrafluoroethylene ("PTFE") hose and tubing
• Quick couplings
• Rubber and thermoplastic hose
• Tube fittings and adapters
• Tubing and plastic fittings
Motion Systems Group: hydraulic, pneumatic, and electromechanical components and systems for builders and users of
industrial and mobile machinery and equipment, including:
• Accumulators
• Air regulators/filters
• Cartridge valves
• Coolers
• Electric actuators and stages
• Electrohydraulic actuators
• Integrated hydraulic circuits
• Intensifiers
• Inverters
• Motion controllers
• Pneumatic control valves
• Pneumatic cylinders
• Electronic displays and human machine interfaces
• Power take-offs
• Electronic I/O controllers
• Fan drives
• Grippers
• Hydraulic cylinders
• Hydraulic motors and pumps
• Hydraulic systems
• Hydraulic valves and controls
• Hydrostatic steering units
• Power units
• Pressure and flow controls
• Rotary actuators
• Sensors
• Servo motors and drives
• Telematic controllers
• Vacuum
• Variable frequency drives
5
Instrumentation Group: high quality critical flow components for process instrumentation, healthcare and ultra-high-
purity applications and components for use in refrigeration and air conditioning systems and in fluid control applications for
processing, fuel dispensing, beverage dispensing and mobile emissions, including:
• Accumulators
• Analytical instruments and sample conditioning
systems
• Carbon dioxide controls
• Compressed natural gas dispensers
• Cryogenic valves
• Electronic controllers
• Electronic valves
• Filter driers
• Fluoropolymer chemical delivery fittings, valves
and pumps
• High pressure fittings, valves, pumps and systems
• High-purity gas delivery fittings, valves and
regulators
• Miniature valves and pumps
• Natural gas on-board fuel systems
• Pressure regulating valves
• Refrigeration and air conditioning electronic
controls and monitoring
• Fluid system and control fittings, meters, valves,
regulators, and manifold valves
• Solenoid valves
Diversified Industrial Segment products include standard products, as well as custom products which are engineered and
produced to OEMs’ specifications for application to particular end products. Both standard and custom products are also used in
the replacement of original products. Diversified Industrial Segment products are marketed primarily through field sales
employees and approximately 13,700 independent distributor locations throughout the world.
Aerospace Systems Segment. The principal products of the Company’s Aerospace Systems Segment are used on
commercial and military airframe and engine programs and include:
• Control actuation systems and components
• Hydraulic systems and components
• Engine systems and components
• Fluid conveyance systems and components
• Lubrication components
• Pneumatic control components
• Fluid metering, delivery and atomization devices
• Power conditioning and management systems
• Fuel systems and components
• Fuel tank inerting systems
• Thermal management
• Wheels and brakes
Aerospace Systems Segment products are marketed by the Company’s regional sales organizations and are sold directly
to original equipment manufacturers and end users throughout the world.
Competition
The Company’s business operates in highly competitive markets and industries. The Company offers its products over
numerous, varied markets through its divisions operating in 50 countries and consequently has hundreds of competitors when
viewed across its various markets and product offerings. The Company’s competitors include U.S. and non-U.S. companies.
These competitors and the degree of competition vary widely by product lines, end markets, geographic scope and/or
geographic locations. Although each of the Company’s segments has numerous competitors, given the Company’s market and
product breadth, no single competitor competes with the Company with respect to all products manufactured and sold by the
Company.
In the Diversified Industrial Segment, the Company competes on the basis of product quality and innovation, customer
service, manufacturing and distribution capability, and price competitiveness. The Company believes that it is one of the market
leaders in most of the major markets for its most significant Diversified Industrial Segment products. The Company has
comprehensive motion and control packages for the broadest systems capabilities. While the Company’s primary global
competitors include Bosch Rexroth AG, Danaher Corporation, Danfoss A/S, Donaldson Company, Inc., Eaton Corporation plc,
Emerson Climate Technologies, Emerson/ASCO, Festo AG, Freudenberg-NOK, Gates Corporation, IMI/Norgren, SMC
Corporation, Swagelok Company, and Trelleborg AB, none of these businesses compete with every group in the Company's
Diversified Industrial Segment and every product line offered by this segment.
In the Aerospace Systems Segment, the Company has developed alliances with key customers based on the Company’s
advanced technological and engineering capabilities, superior performance in quality, delivery, and service, and price
6
competitiveness, which has enabled the Company to obtain significant original equipment business on new aircraft programs
for its systems and components and to thereby obtain the follow-on repair and replacement business for these programs.
Further, the Aerospace Systems Segment is able to utilize low-cost manufacturing techniques and best cost region strategies to
achieve a lower cost producer status. Although the Company believes that it is one of the market leaders in most of the major
markets for its most significant Aerospace Systems Segment products, the Company’s primary global competitors for the most
significant Aerospace Systems Segment products include Eaton Corporation plc, Honeywell International, Inc., Moog Inc.,
Triumph Group, Inc., UTC Aerospace Systems, Woodward, Inc. and Zodiac Aerospace SA.
The Company believes that its platform utilizing nine core technologies, which consist of aerospace, electromechanical,
filtration, fluid handling, hydraulics, pneumatics, process control, refrigeration, and sealing and shielding, is a positive factor in
its ability to compete effectively with both large and small competitors. For both of its segments, the Company believes that the
following factors also contribute to its ability to compete effectively:
•
•
•
•
decentralized operating structure that allows each division to focus on its customers and respond quickly at the local
level;
systems solution capabilities that use the Company’s core technologies from both of its segments;
global presence; and
a strong global distribution network.
Research and Product Development
The Company continually researches the feasibility of new products and services through its development laboratories
and testing facilities in many of its worldwide manufacturing locations. Its research and product development staff includes
chemists, physicists, and mechanical, chemical and electrical engineers.
Total research and development costs relating to the development of new products and services and the improvement of
existing products and services amounted to $336.7 million in 2017, $359.8 million in 2016 and $403.1 million in 2015. These
amounts include 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 and included in the total research and development costs reported above for 2017, 2016 and 2015 were $65.3 million,
$58.0 million and $57.8 million, respectively.
Patents, Trademarks, Licenses
The Company owns a number of patents, trademarks and licenses related to its products and has exclusive and non-
exclusive rights to use a number of patents owned by others. In addition, patent applications on certain products are now
pending, although there can be no assurance that patents will be issued. The Company is not dependent to any material extent
on any single patent, trademark or license or group of patents, trademarks or licenses.
Backlog and Seasonal Nature of Business
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 Company's
backlog by business segment for the past two years is included in Part II, Item 7 of this Annual Report on Form 10-K and is
incorporated herein by reference. The Company’s backlog was $3.8 billion at June 30, 2017 and $3.2 billion at June 30, 2016.
Approximately 88% of the Company’s backlog at June 30, 2017 is scheduled for delivery in the succeeding twelve months. The
Company’s business is generally not seasonal in nature.
Environmental Regulation
Certain of the Company’s operations necessitate the use and handling of hazardous materials and, as a result, the
Company is subject to United States federal, state, and local laws and regulations as well as non-U.S. laws and regulations
designed to protect the environment and regulate the discharge of materials into the environment. These laws impose penalties,
fines and other sanctions for non-compliance and liability for response costs, property damage and personal injury resulting
from past and current spills, disposals or other releases of, or exposures to, hazardous materials. Among other environmental
laws, the Company is subject to the United States federal "Superfund" law, under which the Company has been designated as a
"potentially responsible party" and may be liable for cleanup costs associated with various waste sites, some of which are on the
United States Environmental Protection Agency’s Superfund priority list.
7
As of June 30, 2017, the Company was involved in environmental remediation at various United States and non-U.S.
manufacturing facilities presently or formerly operated by the Company and as a "potentially responsible party," along with
other companies, at off-site waste disposal facilities and regional sites.
The Company believes that its policies, practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and the consequent financial liability to the Company. Compliance with environmental laws and
regulations requires continuing management efforts and expenditures by the Company. Compliance with environmental laws
and regulations has not had in the past, and, the Company believes, will not have in the future, a material adverse effect on the
capital expenditures, earnings, or competitive position of the Company.
As of June 30, 2017, the Company had a reserve of $20.8 million for environmental matters that were probable and
reasonably estimable. This reserve was 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 by governmental
authorities and the amount of the Company’s liability in proportion to other responsible parties.
The Company’s estimated total liability for the above mentioned sites ranges from a minimum of $20.8 million to a
maximum of $83.3 million. The largest range of the estimated total liability for any one site is approximately $7.4 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 the
other responsible parties to pay, and any insurance or other third-party recoveries.
Energy Matters and Sources and Availability of Raw Materials
The Company’s primary energy source for both of its business segments is electric power. While the Company cannot
predict future costs of electric power, the primary source for production of the required electric power is expected to be coal and
natural gas from substantial, proven coal and natural gas reserves available to electric utilities. The Company is subject to
governmental regulations in regard to energy supplies in the United States and elsewhere. To date, the Company has not
experienced any significant disruptions of its operations due to energy curtailments.
Steel, brass, copper, aluminum, nickel, rubber and thermoplastic materials and chemicals are the principal raw materials
used by the Company. These materials are expected to be available from numerous sources in quantities sufficient to meet the
requirements of the Company.
Employees
The Company employed approximately 56,690 persons as of June 30, 2017, of whom approximately 29,230 were
employed by foreign subsidiaries.
Business Segment Information
The Company’s net sales, segment operating income and assets by business segment and net sales and long-lived assets
by geographic area for the past three years are included in Part II, Item 8 of this Annual Report on Form 10-K and are
incorporated herein by reference.
Acquisitions
The Company made three acquisitions during 2017, which are more fully discussed in Note 2 to the Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
ITEM 1A. Risk Factors.
The following "risk factors" identify what the Company believes to be the risks that could materially adversely affect the
Company’s financial and/or operational performance. These risk factors should be considered and evaluated together with
information incorporated by reference or otherwise included elsewhere in this Annual Report on Form 10-K. Additional risks
not currently known to the Company or that the Company currently believes are immaterial also may impair the Company’s
business, financial condition, results of operations and cash flows.
8
The Company may be subject to risks arising from uncertainty in worldwide and regional economic conditions.
The Company's business is sensitive to global macro-economic conditions. Moderate economic growth persists in the
economic regions in which the Company conducts substantial operations. Future macroeconomic downturns may have an
adverse effect on the business, results of operations and financial condition of the Company and its distributors, customers and
suppliers, and on activity in many of the industries and markets in which the Company and its distributors, customers and
suppliers operate. Among the economic factors which may have such an effect are manufacturing and other end-market activity,
currency exchange rates, air travel trends, difficulties entering new markets, and general economic conditions such as inflation,
deflation, interest rates and credit availability. These factors may, among other things, negatively impact the level of purchases,
capital expenditures, and creditworthiness of the Company and its distributors, customers and suppliers, and, therefore, the
Company’s revenues, operating profits, margins, and order rates.
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 cannot predict changes in
worldwide or regional economic conditions, as such conditions are highly volatile and beyond the Company’s control. If these
conditions deteriorate or remain at depressed levels for extended periods, however, the Company’s business, results of
operations and financial condition could be materially adversely affected.
The Company may be subject to risks relating to its non-U.S. operations.
The Company’s net sales derived from customers outside the United States were approximately 40% in 2017, 41% in
2016 and 42% in 2015. In addition, many of the Company’s manufacturing operations and suppliers are located outside the
United States. The Company expects net sales from non-U.S. markets to continue to represent a significant portion of its total
net sales. The Company’s non-U.S. operations are subject to risks in addition to those facing its domestic operations, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
fluctuations in currency exchange rates;
limitations on ownership and on repatriation of earnings;
transportation delays and interruptions;
political, social and economic instability and disruptions;
government embargoes or trade restrictions;
the imposition of duties and tariffs and other trade barriers;
import and export controls;
labor unrest and current and changing regulatory environments;
the potential for nationalization of enterprises;
difficulties in staffing and managing multi-national operations;
limitations on the Company’s ability to enforce legal rights and remedies;
potentially adverse tax consequences; and
difficulties in implementing restructuring actions on a timely basis.
If the Company is unable to successfully manage the risks associated with expanding its global business or adequately manage
operational fluctuations internationally, the risks could have a material adverse effect on the Company’s business, results of
operations or financial condition.
The Company may be subject to risks relating to acquisitions and joint ventures, and risks relating to the integration of
acquired companies, including risks related to the integration of CLARCOR Inc. ("Clarcor").
The Company expects to continue its strategy of identifying and acquiring businesses with complementary products and
services, and entering into joint ventures, which it believes will enhance its operations and profitability. However, there can be
no assurance that the Company will be able to continue to find suitable businesses to purchase or joint venture opportunities or
that it will be able to acquire such businesses or enter into such joint ventures on acceptable terms. Furthermore, there are no
9
assurances that the Company will be able to avoid acquiring or assuming unexpected liabilities. If the Company is unable to
avoid these risks, its results of operations and financial condition could be materially adversely affected.
In addition, the Company may not be able to integrate successfully any businesses that it purchases into its existing
business or that any acquired businesses or joint ventures will be profitable. Specifically, the Company is devoting significant
management attention and resources to integrating the business practices and operations of Clarcor with the businesses of the
Company. The Company may encounter the following difficulties during the integration process of Clarcor:
•
•
•
•
•
•
•
the consequences of a change in tax treatment, including the cost of integration and compliance and the possibility that
the full benefits anticipated to result from the Clarcor acquisition may not be realized;
delays in the integration of management teams, strategies, operations, products, and services;
differences in business backgrounds, corporate cultures, and management philosophies that may delay successful
integration;
the ability to retain key employees;
the ability to create and enforce uniform standards, controls, procedures, policies, and information systems;
challenges of integrating complex systems, technologies, networks, and other assets of Clarcor, into the Company’s, in
a manner that minimizes any adverse impact or disruptions to customers, suppliers, employees, and other
constituencies; and
unknown liabilities and unforeseen increased expenses or delays associated with the integration beyond current
estimates.
The successful integration of new businesses and the success of joint ventures also depend on the Company’s ability to
manage these new businesses and cut excess costs. If the Company is unable to avoid these risks, its results of operations and
financial condition could be materially adversely affected.
The Company’s results may be adversely affected if expanded operations from the acquisition of Clarcor are not
effectively managed.
The Company’s acquisition of Clarcor greatly expanded the size and complexity of its business. The Company’s future
success depends, in part, on the ability to manage this expanded business, which may pose substantial challenges for
management, including challenges related to the management and monitoring of the expanded global operations and new
manufacturing processes and products, and the associated costs and complexity. There can be no assurance of successful
management of these matters or that the Company will realize the expected benefits of the acquisition of Clarcor.
The Company may be subject to risks relating to organizational changes.
The Company regularly executes organizational changes such as acquisitions, divestitures and realignments to support its
growth and cost management strategies. The Company also engages in initiatives aimed to increase productivity, efficiencies
and cash flow and to reduce costs. The Company further commits significant resources to identify, develop and retain key
employees to ensure uninterrupted leadership and direction. If the Company is unable to successfully manage these and other
organizational changes, the ability to complete such activities and realize anticipated synergies or cost savings as well as the
Company's results of operations and financial condition could be materially adversely affected. The Company also cannot offer
assurances that any of these initiatives will continue to be beneficial to the extent anticipated, or that the estimated efficiency
improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.
The Company may be subject to risks relating to its information technology systems.
The Company relies extensively on information technology systems to manage and operate its business, some of which
are managed by third parties. The security and functionality of these information technology systems, and the processing of
data by these systems, are critical to our business operations. If these systems, or any part of the systems, are damaged,
intruded upon, attacked, shutdown or cease to function properly (whether by planned upgrades, force majeure,
telecommunications failures, hardware or software break-ins or viruses, or other cybersecurity incidents) and the Company
suffers any resulting interruption in its ability to manage and operate its business or if its products are effected, the Company's
results of operations and financial condition could be materially adversely affected.
The Company may be subject to risks relating to changes in the demand for and supply of its products.
Demand for and supply of the Company’s products may be adversely affected by numerous factors, some of which the
Company cannot predict or control. Such factors include:
10
•
•
•
•
•
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, and changes in contract cost and revenue estimates for new development programs;
changes in product mix;
changes in the market acceptance of the Company’s products;
increased competition in the markets the Company serves;
declines in the general level of industrial production;
• weakness in the end-markets the Company serves;
•
•
fluctuations in the availability or the prices of raw materials; and
fluctuations in currency exchange rates.
If any of these factors occur, the demand for and supply of the Company’s products could suffer, which could materially
adversely affect the Company’s results of operations.
The Company may be subject to risks relating to the development of new products and technologies.
The markets in which the Company operates are characterized by rapidly changing technologies and frequent
introductions of new products and services. The Company’s ability to develop new products based on technological innovation
can affect its competitive position and often requires the investment of significant resources. If the Company does not develop,
or has difficulties or delays in the development of, innovative new and enhanced products and services, or fails to gain market
or regulatory acceptance of new products and technologies, the Company's revenues may be materially reduced and the
Company's competitive position could be materially adversely affected. In addition, the Company may invest in research and
development of products and services, or in acquisitions or other investments, that do not lead to significant revenue, which
could adversely affect our profitability.
The Company may be subject to risks arising from price and supply fluctuations in raw materials used in the
Company’s production processes and by its suppliers of component parts.
The Company’s supply of raw materials for its businesses could be interrupted for a variety of reasons, including
availability and pricing. Prices for raw materials necessary for production have fluctuated significantly in the past and
significant increases could adversely affect the Company’s results of operations and profit margins. Although the Company
generally attempts to manage these fluctuations by, among other things, passing along increased raw material prices to its
customers in the form of price increases, there may be a time delay between the increased raw material prices and the
Company’s ability to increase the price of its products, or the Company may be unable to increase the prices of its products due
to pricing pressure, contract terms or other factors which could adversely impact results of operations and cash flows.
The Company’s suppliers of component parts may significantly and quickly increase their prices in response to increases
in costs of raw materials that they use to manufacture the component parts. As a result, the Company may not be able to
increase its prices commensurately with its increased costs. Consequently, the Company’s results of operations or financial
condition could be materially adversely affected.
The Company may be subject to risks arising from changes in the competitive environment in which it operates.
The Company’s operations are subject to competition from a wide variety of global, regional and local competitors, which
could adversely affect the Company’s results of operations by creating downward pricing pressure and/or a decline in the
Company’s margins or market shares. To compete successfully, the Company must excel in terms of product quality and
innovation, technological and engineering capability, manufacturing and distribution capability, delivery, price competitiveness,
and customer service.
The Company may be subject to risks relating to changes in its tax rates or exposure to additional income tax liabilities.
The Company is subject to income taxes in the United States and various non-U.S. jurisdictions. The Company's
domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. The
Company’s future results of operation could be adversely affected by changes in the Company's effective tax rate as a result of
changes in the mix of earnings in countries with differing statutory tax rates, changes in overall profitability, changes in
generally accepted accounting principles, changes in the valuation of deferred tax assets or changes in tax laws or regulations.
11
In addition, the amount of income taxes paid by the Company is subject to ongoing audits by United States federal, state and
local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts reserved,
future financial results may include unfavorable adjustments to the Company’s tax liabilities, which could have a material
adverse effect on the Company’s results of operations.
The Company may be subject to product liability risks.
The Company’s businesses expose it to potential product liability risks that are inherent in the design, manufacture and
sale of its products and the products of third-party vendors that the Company uses or resells. Significant product liability claims
could have a material adverse effect on the Company’s financial condition, liquidity and results of operations. Although the
Company currently maintains what it believes to be suitable and adequate product liability insurance, there can be no assurance
that the Company will be able to maintain its insurance on acceptable terms or that its insurance will provide adequate
protection against all potential significant liabilities.
The Company may be subject to risks arising from litigation, and legal and regulatory proceedings and obligations.
From time to time, the Company is subject to litigation or other commercial disputes and other legal and regulatory
proceedings relating to its business. Due to the inherent uncertainties of any litigation, commercial disputes or other legal or
regulatory proceedings, the Company cannot accurately predict their ultimate outcome, including the outcome of any related
appeals. An unfavorable outcome could materially adversely impact the Company’s business, financial condition or results of
operations. Furthermore, as required by U.S. generally accepted accounting principles, the Company establishes reserves based
on its assessment of contingencies, including contingencies related to legal claims asserted against it. Subsequent
developments in legal proceedings may affect the Company's assessment and estimates of the loss contingency recorded as a
reserve and require the Company to make payments in excess of our reserves, which could have an adverse effect on the
Company's results of operations.
The Company is subject to national and international laws and regulations, such as the anti-corruption laws of the U.S.
Foreign Corrupt Practices Act and the U.K. Bribery Act, relating to its business and its employees. Despite the Company's
policies, procedures and compliance programs, its internal controls and compliance systems may not be able to protect the
Company from prohibited acts willfully committed by its employees, agents or business partners that would violate such
applicable laws and regulations. Any such improper acts could damage the Company's reputation, subject it to civil or criminal
judgments, fines or penalties, and could otherwise disrupt the Company's business, and as a result, could materially adversely
impact the Company's business, financial condition or results of operations.
The Company may be subject to risks relating to the preservation of its intellectual property.
Protecting the Company’s intellectual property is critical to its innovation efforts. The Company owns a number of
patents, trade secrets, copyrights, trademarks, trade names and other forms of intellectual property in its products and services
throughout the world and in the operation of its business. The Company also has exclusive and non-exclusive rights to
intellectual property owned by others. The Company’s intellectual property may be challenged or infringed upon by third
parties or the Company may be unable to maintain, renew or enter into new license agreements with third-party owners of
intellectual property on reasonable terms. In addition, the global nature of the Company’s business increases the risk that the
Company’s intellectual property may be subject to infringement or other unauthorized use or disclosure by others. In some
cases, the Company’s ability to protect its intellectual property rights by legal recourse or otherwise may be limited, particularly
in countries where laws or enforcement practices are inadequate or undeveloped. Unauthorized use or disclosure of the
Company’s intellectual property rights or the Company's inability to preserve existing intellectual property rights could
adversely impact the Company’s competitive position and results of operations.
The Company may be subject to risks arising from the impact of environmental regulations.
The Company’s operations necessitate the use and handling of hazardous materials and, as a result, it is subject to various
United States federal, state and local laws and regulations, as well as non-U.S. laws, designed to protect the environment and to
regulate the discharge of materials into the environment. These laws impose penalties, fines and other sanctions for non-
compliance and liability for response costs, property damages and personal injury resulting from past and current spills,
disposals or other releases of, or the exposure to, hazardous materials. Among other laws, the Company is subject to the United
States federal "Superfund" law, under which it has been designated as a "potentially responsible party" and may be liable for
clean-up costs associated with various waste sites, some of which are on the United States Environmental Protection Agency’s
Superfund priority list. The Company could incur substantial costs as a result of non-compliance with or liability for cleanup or
other costs or damages under environmental laws, including the Superfund law.
12
In addition, increased worldwide focus on climate change issues has led to recent legislative and regulatory efforts to
limit greenhouse gas emissions, including regulation of such emissions through a "cap-and-trade" system globally. Increased
regulation of greenhouse gas emissions and other climate changes concerns could subject the Company to additional costs and
restrictions, including increased energy and raw material costs. Until definitive regulations are adopted, the Company is not
able to predict how such regulations would affect the Company’s business, operations or financial results.
The Company may be subject to more stringent environmental laws in the future. If more stringent environmental laws
are enacted in the future, these laws could have a material adverse effect on the Company’s business, results of operations and
financial condition.
The Company may be subject to risks relating to increasing costs of certain employee and retiree benefits.
The funding requirements and the amount of expenses recorded for the Company’s defined benefit pension plans are
dependent on changes in market interest rates and the value of plan assets, which are dependent on actual plan asset returns.
Significant changes in market interest rates and decreases in the fair value of plan assets and investment losses on plan assets
would increase funding requirements and expenses and may adversely impact the Company’s results of operations.
The Company absorbs a portion of healthcare costs for its employees. If healthcare costs rise significantly and the
Company continues to absorb the majority of these costs, these increasing costs may adversely impact the Company's future
results of operations.
The Company may be subject to risks arising from regulations applicable to companies doing business with the United
States government.
In addition to the risks identified herein, doing business with the United States government subjects the Company to
unusual risks, including dependence on the level of government spending and compliance with and changes in governmental
procurement regulations. Agreements relating to the sale of products to government entities may be subject to termination,
reduction or modification, either at the convenience of the government or for the Company’s failure to perform under the
applicable contract. The Company is subject to government investigations of business practices and compliance with
government procurement regulations. If the Company were charged with wrongdoing as a result of any such investigation, it
could be suspended from bidding on or receiving awards of new government contracts, which could have a material adverse
effect on the Company’s results of operations.
ITEM 1B. Unresolved Staff Comments. None.
13
ITEM 1C. Executive Officers of the Registrant.
The Company’s executive officers as of August 15, 2017, were as follows:
Name
Position
Thomas L. Williams
Chairman of the Board, Chief Executive Officer and Director
Lee C. Banks
Catherine A. Suever
Mark J. Hart
Robert W. Bond
President, Chief Operating Officer and Director
Executive Vice President – Finance & Administration and Chief
Financial Officer
Executive Vice President – Human Resources & External Affairs
Vice President
William R. "Skip"
Bowman
Yoon "Michael" Chung Vice President – eBusiness, IoT and Services
William G. Eline
Vice President – Chief Information Officer
Vice President and President - Instrumentation Group
Thomas C. Gentile
Vice President – Global Supply Chain
Kurt A. Keller
Vice President and President – Asia Pacific Group
Todd M. Leombruno
Vice President and Controller
Joseph R. Leonti
Robert W. Malone
Vice President, General Counsel and Secretary
Vice President and President – Filtration Group
M. Craig Maxwell
Vice President – Chief Technology and Innovation Officer
Jennifer A. Parmentier Vice President and President – Engineered Materials Group
Andrew D. Ross
Vice President and President – Fluid Connectors Group
Roger S. Sherrard
Andrew M. Weeks
Vice President and President – Aerospace Group
Vice President and President – Motion Systems Group
Officer
Since(1)
Age as of
8/15/2017
2005
2001
2010
2016
2000
2016
2008
2002
2017
2009
2017
2014
2014
2003
2015
2012
2003
2015
58
54
58
52
59
59
54
61
45
59
47
45
53
59
50
50
51
54
(1) Executive officers of the Company are elected by the Board of Directors to serve for a term of one year or until their
respective successors are elected, except in the case of death, resignation or removal. Messrs. Eline, Keller, Maxwell, and
Sherrard have served in the executive capacities indicated above opposite their respective names during each of the past five
years.
Mr. Williams has been a Director since January 2015; Chief Executive Officer since February 2015; and Chairman of the
Board since January 2016. He was an Executive Vice President from August 2008 to February 2015 and an Operating Officer
from November 2006 to February 2015. He is also a Director of Chart Industries, Inc.
Mr. Banks has been a Director since January 2015 and President and Chief Operating Officer since February 2015. He
was an Executive Vice President from August 2008 to February 2015 and an Operating Officer from November 2006 to
February 2015. He is also a Director of Nordson Corporation.
Ms. Suever has been Executive Vice President - Finance & Administration and Chief Financial Officer since April 2017.
She was Vice President and Controller from December 2010 to April 2017.
Mr. Hart has been Executive Vice President - Human Resources & External Affairs since January 2016. He was Vice
President - Total Rewards from August 2013 to January 2016; and Area Vice President - Human Resources of the Fluid
Connectors Group, Filtration Group and Climate and Industrial Controls Group from October 2010 to August 2013.
Mr. Bond has been Vice President since August 2017. He was Vice President - eBusiness, IoT and Services from
September 2015 until July 2017; Vice President from July 2000 to September 2015; and President of the Fluid Connectors
Group from March 2005 to September 2015.
Mr. Bowman has been Vice President and President - Instrumentation Group since September 2016. He was Vice
President, Operations - Filtration Group from March 2015 to August 2016; and Vice President, Operations - Fluid Connectors
Group from November 2007 to February 2015.
14
Mr. Chung has been Vice President - eBusiness, IoT and Services since August 2017. He was President of the Automation
Group from July 2012 until July 2017; and has been a Vice President since March 2008. He was President of the Asia Pacific
Group from March 2008 to July 2012.
Mr. Gentile has been Vice President - Global Supply Chain since July 2017. He was General Manager of the Company's
domnick hunter Process Filtration Division from December 2013 to July 2017; and Vice President, Supply Chain - Filtration
Group from July 2008 to December 2013.
Mr. Leombruno has been Vice President and Controller since July 2017. He was Vice President and Controller -
Engineered Materials Group from January 2015 to June 2017; and Director of Investor Relations from June 2012 to December
2014.
Mr. Leonti has been Vice President, General Counsel and Secretary since July 2014. He was Assistant Secretary from
April 2011 to July 2014; and Associate General Counsel from January 2008 to July 2014.
Mr. Malone has been Vice President and President of the Filtration Group since December 2014. He was Vice President -
Operations of the Filtration Group from January 2013 to December 2014; and President and Chief Executive Officer of
Purolator Filters (a German joint venture) from April 2006 to January 2013.
Ms. Parmentier has been Vice President and President of the Engineered Materials Group since September 2015. She
was General Manager of the Hose Products Division from May 2014 to September 2015; General Manager of the Sporlan
Division from May 2012 to May 2014; and Business Unit Manager of the Sporlan Division from December 2008 to May 2012.
Mr. Ross has been Vice President since July 2012 and President of the Fluid Connectors Group since September 2015.
He was President of the Engineered Materials Group from July 2012 to September 2015; Vice President - Operations of the
Hydraulics Group from July 2011 to July 2012; and General Manager of the Hydraulic Valve Division from June 2007 to July
2011.
Mr. Weeks has been Vice President and President of the Motion Systems Group since September 2015. He was Vice
President - Operations of the Aerospace Group from April 2013 to September 2015; and Senior Vice President and General
Manager of the Fluid and Electrical Distribution Division of Eaton Corporation plc (power management company) from July
2003 to April 2013.
ITEM 2. Properties. The Company’s corporate headquarters is located in Cleveland, Ohio, and, at June 30, 2017, the
Company had 336 manufacturing plants, 133 distribution centers and 157 sales and administrative offices throughout the world,
none of which were individually material to its operations. The facilities are situated in 41 states within the United States and in
49 other countries. The Company owns the majority of its manufacturing plants and its leased properties primarily consist of
sales and administrative offices and distribution centers. The number of facilities used by each of the Company’s operating
segments is summarized by type and geographic location in the tables below:
Diversified Industrial
Aerospace Systems
Total
Diversified Industrial
Aerospace Systems
Total
Type of Facility
Manufacturing
Plants
Distribution
Centers
Sales and
Administrative
Offices
318
18
336
129
4
133
143
14
157
North America
Europe
Asia-Pacific
Latin America
Geographic Location
296
30
326
165
4
169
117
2
119
12
—
12
15
Several facilities are shared between the Company’s operating segments. To avoid double counting, each shared facility is
counted once, primarily in the Diversified Industrial Segment.
The Company believes that its properties have been adequately maintained, are in good condition generally and are
suitable and adequate for its business as presently conducted. The extent to which the Company uses its properties varies by
property and from time to time. The Company believes that its restructuring efforts have brought capacity levels closer to
present and anticipated needs. Most of the Company’s manufacturing facilities remain capable of handling volume increases.
ITEM 3. Legal Proceedings. None.
ITEM 4. Mine Safety Disclosures. Not applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
(a) Market for the Registrant’s Common Equity. The Company’s common stock is listed for trading on the New York
Stock Exchange (NYSE) under the symbol "PH". Information regarding stock price as reported on the NYSE and
dividend information with respect to the Company’s common stock, is included in the table below.
(In dollars)
2017 High
Low
Dividends
2016 High
Low
Dividends
2015 High
Low
Dividends
$
$
1st
126.59
105.00
0.63
$
2nd
145.44
118.77
0.63
$
3rd
161.23
139.92
0.66
4th
166.60
151.17
0.66
Fiscal Year
166.60
$
105.00
2.58
$
117.98
$
108.00
$
113.51
$
117.78
$
117.98
94.64
0.63
93.47
0.63
83.32
0.63
99.10
0.63
83.32
2.52
$
127.60
$
133.41
$
129.54
$
125.33
$
133.41
105.91
0.48
99.82
0.63
115.86
0.63
115.65
0.63
99.82
2.37
As of July 31, 2017, the number of shareholders of record of the Company was 3,519.
(b) Use of Proceeds. Not Applicable.
16
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
April 1, 2017 through April 30, 2017
May 1, 2017 through May 31, 2017
June 1, 2017 through June 30, 2017
Total:
(a) Total
Number
of Shares
Purchased
96,400
110,000
108,919
315,319
(b) Average
Price Paid
Per Share
$
$
$
$
158.85
158.39
158.44
158.55
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans or
Programs
96,400
110,000
108,919
315,319
17,559,246
17,449,246
17,340,327
17,340,327
(1)
On August 16, 1990, the Company publicly announced that its Board of Directors authorized the repurchase by the
Company of up to 3 million shares of its common stock. From time to time thereafter, the Board of Directors has
adjusted the overall maximum number of shares authorized for repurchase under this program. On October 22, 2014,
the Company publicly announced that the Board of Directors increased the overall maximum number of shares
authorized for repurchase under this program so that, beginning on such date, the aggregate number of shares
authorized for repurchase was 35 million shares. There is no limitation on the amount of shares that can be
repurchased in a year. There is no expiration date for this program.
ITEM 6. Selected Financial Data.
(Amounts in thousands, except per share information)
2017
2016
2015
2014
2013
Net sales
$
12,029,312
$
11,360,753
$
12,711,744
$
13,215,971
$
13,015,704
Net income attributable to common shareholders
983,412
806,840
1,012,140
1,041,048
948,427
Basic earnings per share
Diluted earnings per share
Cash dividends per share
Total assets (1)
Long-term debt (1)
7.37
7.25
2.58
$
5.96
5.89
2.52
$
7.08
6.97
2.37
$
6.98
6.87
1.86
$
6.36
6.26
1.70
$
15,489,904
4,861,895
12,034,142
2,652,457
12,254,279
2,698,957
13,249,907
1,498,234
12,490,956
1,484,438
(1) Amounts revised to present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying
amount of that debt liability in accordance with Accounting Standards Update 2015-03. Refer to Note 1 to the Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
17
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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;
ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion
or integration of acquisitions and similar transactions, including the integration of Clarcor; 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;
ability to implement successfully the Company's capital allocation initiatives, including timing, price and
execution of share repurchases;
availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be
recovered in product pricing;
ability to manage costs related to insurance and employee retirement and health care benefits;
compliance costs associated with environmental laws and regulations;
potential labor disruptions;
threats associated with and efforts to combat terrorism and cyber-security risks;
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; 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, 2017, and undertakes no obligation to update them unless otherwise required by law.
18
Overview
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, 2017
March 31, 2017
June 30, 2016
United States
Eurozone countries
China
Brazil
57.8
57.4
50.4
50.5
57.2
56.2
51.2
49.6
52.8
52.8
48.6
43.2
Global aircraft miles flown increased by approximately six percent and global revenue passenger miles increased
approximately seven percent from their comparable 2016 levels. 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 2017 will
increase slightly from the comparable fiscal 2016 level.
Housing starts in June 2017 were unchanged from housing starts in March 2017 but were two percent higher than housing
starts in June 2016.
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.
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.
19
During 2017, the Company completed three acquisitions, including the acquisition of Clarcor which is further discussed in
Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. 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 the financial statements presented in Part II, Item 8 of this Annual
Report on Form 10-K. The term "year" and references to specific years refer to the applicable fiscal year.
Discussion of Consolidated Statement of Income
The Consolidated Statement of Income summarizes the Company's operating performance over the last three years.
(dollars in millions)
Net sales
Gross profit margin
Selling, general and administrative expenses
Selling, general and administrative expenses, as a percent of sales
Interest expense
Other (income), net
(Gain) loss on disposal of assets
Effective tax rate
$
$
$
$
2017
12,029
23.6%
1,454
12.1%
162
(61)
(43)
26.0%
$
$
2016
11,361
22.3%
1,359
12.0%
137
(62)
(11)
27.6%
2015
12,712
24.0%
1,545
12.2%
118
(43)
4
29.3%
Net income attributable to common shareholders
$
983
$
807
$
1,012
Net sales in 2017 were 5.9 percent higher than 2016. The increase in net sales in 2017 was primarily a result of acquisitions
made in the last 12 months (which contributed approximately $558 million in sales in 2017) and an increase in volume in both
the Diversified Industrial International operations and the Aerospace Systems Segment, partially offset by the effect of currency
rate changes (which decreased net sales in 2017 by approximately $84 million). Net sales in 2016 were 10.6 percent lower than
2015. The decrease in net sales in 2016 was primarily due to a decrease in volume in both the Diversified Industrial North
American and Diversified Industrial International operations and the effect of currency rate changes (which decreased net sales
in 2016 by approximately $403 million), partially offset by sales from acquisitions (which contributed approximately $42
million in sales in 2016).
Gross profit margin increased in 2017 primarily due to lower operating expenses resulting from the Company's simplification
initiative and other restructuring activities, primarily experienced in the Diversified Industrial Segment, partially offset by
lower margins in the Aerospace Systems Segment and higher amortization expense in the Diversified Industrial Segment.
Gross profit margin decreased in 2016 primarily due to both lower sales volume, resulting in manufacturing inefficiencies, and
higher business realignment charges in the Diversified Industrial Segment, partially offset by a favorable product mix and
lower engineering costs in the Aerospace Systems Segment. Foreign currency transaction (gain) loss (relating to cash,
marketable securities and other investments and intercompany transactions) included in cost of sales for 2017, 2016 and 2015
was $8.1 million, $22.7 million and $(77.8) million, respectively. Pension cost included in cost of sales in 2017, 2016 and
2015 was $135.0 million, $172.4 million and $169.8 million, respectively. Included in cost of sales in 2017, 2016 and 2015
were business realignment charges of $35.9 million, $76.2 million and $19.4 million, respectively.
Selling, general and administrative expenses increased 7.0 percent in 2017 and decreased 12.0 percent in 2016. The increase
in 2017 was primarily due to higher amortization expense resulting from current-year acquisitions and higher acquisition
expenses partially offset by lower expenses resulting from the Company's simplification initiative, lower expenses associated
with the Company's deferred compensation program and lower professional services expenses. The decrease in 2016 was
primarily due to lower research and development expenses, lower incentive compensation expense and lower stock
compensation expense, partially offset by higher business realignment charges. Pension cost included in selling, general and
administrative expenses in 2017, 2016 and 2015 was $65.8 million, $74.4 million and $69.6 million, respectively. Included in
20
selling, general and administrative expenses in 2017, 2016 and 2015 were business realignment charges of $19.7 million, $21.1
million and $12.9 million, respectively.
Interest expense in 2017 increased primarily due to higher weighted-average borrowings partially offset by lower weighted-
average interest rates. Interest expense in 2016 increased primarily due to higher weighted-average borrowings and higher
weighted-average interest rates.
Other (income), net in 2017, 2016 and 2015 includes $42.4 million, $25.6 million and $23.2 million of income, respectively,
related to the Company's equity interests in joint ventures.
(Gain) loss on disposal of assets includes a gain of $42 million related to the sale of a product line in 2017 and a gain of $11.5
million related to the sale of businesses in 2016.
Effective tax rate in 2017 was favorably impacted by an increase of discrete tax benefits, mostly related to stock-based
compensation expense. The effective tax rate in 2016 was favorably impacted by an increase of discrete tax benefits, an
increase in the U.S. Research and Development credit, and an increase in the U.S. Foreign Tax Credit. These benefits were
partially offset by an unfavorable geographic mix of earnings.
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.
Diversified Industrial Segment (dollars in millions)
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
2017
2016
2015
$
$
$
5,367
4,378
$
4,955
4,145
874
579
790
448
16.3%
13.2%
2,041
13,367
13.1%
$
15.9%
10.8%
1,455
8,729
14.2%
$
5,716
4,741
956
584
16.7%
12.3%
1,586
8,735
16.9%
Sales in 2017 for the Diversified Industrial North American operations increased 8.3 percent from 2016 compared to decreasing
13.3 percent between 2015 and 2016. Acquisitions completed within the last 12 months contributed approximately $436
million in sales in 2017 and the effect of currency exchange rates decreased sales in 2017 by $17 million. Excluding
acquisitions and the effect of currency rate changes, sales in 2017 in the Diversified Industrial North American operations
remained flat from 2016 reflecting higher demand from distributors being offset by lower demand from end-users in the heavy-
duty truck, cars and light trucks, life sciences, and oil and gas markets. Excluding acquisitions and the effect of currency rate
changes, sales in 2016 in the Diversified Industrial North American operations decreased 12.4 percent from 2015 reflecting
lower demand from distributors and end-users in most markets. The markets that experienced the largest decline in end-user
demand were the oil and gas, construction equipment and farm and agriculture equipment markets.
Sales in the Diversified Industrial International operations increased 5.6 percent in 2017 after a decrease of 12.6 percent from
2015 to 2016. Acquisitions completed within the last 12 months contributed approximately $121 million in sales in 2017. The
effect of currency rate changes decreased sales by $66 million, reflecting the strengthening of the U.S. dollar primarily against
currencies in the United Kingdom, the Eurozone countries and China. Excluding acquisitions and the effect of currency rate
changes, sales in 2017 in the Diversified Industrial International operations increased 4.3 percent from 2016, primarily due to
higher volume in the Asia Pacific region and Latin America, partially offset by lower volume in Europe. Within the Asia
Pacific region, higher demand was experienced from distributors as well as end-users in the semiconductor, cars and light
21
trucks, telecommunications, construction equipment and engine markets. Within Latin America, higher demand was
experienced from distributors and end-user demand in the agriculture equipment market. Within Europe, higher demand from
distributors and end-user demand in the construction equipment, forestry, and miscellaneous manufacturing markets was more
than offset by lower end-user demand in the general industrial machinery, oil and gas, and marine markets. Excluding
acquisitions and the effect of currency rate changes, sales in 2016 in the Diversified Industrial International operations
decreased 6.1 percent from 2015, primarily due to lower volume in all regions, with approximately 55 percent of the decrease
occurring in Europe and approximately 35 percent of the decrease occurring in the Asia Pacific region. Within these regions,
the largest decrease in sales was experienced from distributors and end-users in the oil and gas, marine, engine, and
construction equipment markets.
The increase in operating margins in 2017 in the Diversified Industrial North American operations was primarily due to lower
operating expenses resulting from the Company's simplification initiative and other restructuring activities, resulting in
manufacturing efficiencies, partially offset by higher acquisition-related expenses and higher amortization expense. The
increase in operating margins in 2017 in the Diversified Industrial International operations was primarily due to the higher sales
volume, lower operating expenses resulting from restructuring activities and the Company's simplification initiative, resulting
in manufacturing efficiencies. The decrease in operating margins in 2016 in the Diversified Industrial North American
operations was primarily due to the lower sales volume and higher business realignment charges, partially offset by lower
operating expenses primarily resulting from the Company's simplification initiative. The decrease in operating margins in 2016
in the Diversified Industrial International operations was primarily due to the lower sales volume, an unfavorable product mix
and higher business realignment charges, partially offset by lower operating expenses primarily resulting from the Company's
simplification initiative and prior-year restructuring activities.
The following business realignment charges are included in Diversified Industrial North America and Diversified Industrial
International operating income:
(dollars in millions)
Diversified Industrial North America
Diversified Industrial International
2017
2016
2015
$
$
20
33
$
31
60
4
27
The business realignment charges consist primarily of severance costs related to actions taken under the Company's
simplification initiative implemented by operating units throughout the world as well as plant closures. The majority of the
Diversified Industrial International business realignment charges were incurred in Europe. In addition to the business
realignment charges presented in the table above, the Company recognized $12 million of expense associated with enhanced
retirement benefits in connection with a plant closure during 2016. The Company anticipates that cost savings realized from the
work force reduction measures taken during 2017 will increase 2018 operating income by approximately three percent in the
Diversified Industrial North American operations and by approximately four percent in the Diversified Industrial International
operations. In 2018, the Company expects to continue to take actions necessary to structure appropriately the operations of the
Diversified Industrial Segment, including the integration of 2017 acquisitions. Such actions are expected to result in
approximately $110 million in charges in 2018.
The Company anticipates Diversified Industrial North American sales for 2018 will increase between 19 and 23 percent from
the 2017 level and Diversified Industrial International sales for 2018 will increase between eight percent and 12 percent from
the 2017 level. The primary driver for the increase in sales in 2018 in both the Diversified Industrial North American and
Diversified Industrial International businesses is expected to be the sales contribution from 2017 acquisitions. Diversified
Industrial North American operating margins in 2018 are expected to range from 16.1 percent to 16.5 percent and Diversified
Industrial International margins are expected to range from 13.4 percent to 13.8 percent.
The increase in total Diversified Industrial Segment backlog in 2017 was primarily due to current-year acquisitions as well as
orders exceeding shipments in all regions, with North America and Europe each accounting for approximately 40 percent of the
increase. The decrease in total Diversified Industrial Segment backlog in 2016 was primarily due to shipments exceeding
orders primarily in North America and Europe, with North America accounting for approximately 70 percent of the decrease
and Europe accounting for approximately 30 percent of the decrease. 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.
22
The increase in total Diversified Industrial Segment assets in 2017 was primarily due to current-year acquisitions, partially
offset by the effect of currency rate fluctuations. The decrease in total Diversified Industrial Segment assets in 2016 was
primarily due to the effect of currency rate fluctuations and a decrease in prepaid expenses, inventory, intangible assets, trade
accounts receivable, net and plant and equipment, net, partially offset by an increase in marketable securities and other
investments, cash and cash equivalents, deferred income taxes and goodwill.
Aerospace Systems Segment (dollars in millions)
Sales
Operating income
Operating income as a percent of sales
Backlog
Assets
Return on average assets
$
$
2017
2016
2015
2,285
$
2,260
$
337
14.8%
1,753
1,413
23.7%
$
338
14.9%
1,762
1,431
24.1%
$
2,255
299
13.3%
1,756
1,376
21.9%
Sales in 2017 were higher than the 2016 level primarily due to higher volume in the military original equipment manufacturer
("OEM") and commercial and military aftermarket businesses, partially offset by lower volume in the commercial OEM
business. Sales in 2016 were higher than the 2015 level as higher volume in the military OEM and commercial and military
aftermarket businesses was partially offset by lower volume in the commercial OEM business.
The slightly lower margin in 2017 was primarily due to an unfavorable OEM product mix, higher warranty-related costs, higher
favorable contract settlements in 2016, and higher business realignment expenses, partially offset by higher aftermarket
profitability and lower engineering development and operating expenses. The higher margin in 2016 was primarily due to a
favorable product mix, favorable contract settlements, lower engineering development expenses and lower operating costs.
The decrease in backlog in 2017 was primarily due to shipments exceeding orders in the commercial and military OEM
businesses, partially offset by orders exceeding shipments in the commercial and military aftermarket businesses. The increase
in backlog in 2016 was primarily due to orders exceeding shipments in the military OEM and commercial and military
aftermarket businesses, partially offset by shipments exceeding orders in the commercial OEM business. 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 2018, sales are expected to increase between one percent and three percent from the 2017 level and operating margins are
expected to range from 15.5 percent to 15.9 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 decrease in assets in 2017 was primarily due to a decrease in trade accounts receivable, intangible assets and other assets,
partially offset by an increase in cash and cash equivalents and inventory. The increase in assets in 2016 was primarily due to
an increase in trade accounts receivable, net and other assets, partially offset by a decrease in inventory.
Corporate general and administrative expenses were $172.6 million in 2017 compared to $173.2 million in 2016 and $215.4
million in 2015. As a percent of sales, corporate general and administrative expenses in 2017 were 1.4 percent of sales
compared to 1.5 percent in 2016 and 1.7 percent in 2015. The lower expense in 2017 was primarily due to lower expenses
associated with the Company's deferred compensation program as well as lower professional services fees. The lower expense
in 2016 was primarily due to a decrease in research and development expense and lower incentive compensation expense.
Corporate assets decreased 62.1 percent in 2017 compared to a decrease of 12.5 percent from 2015 to 2016. The decrease in
Corporate assets in 2017 was primarily due to decreases in cash and cash equivalents, marketable securities and non-current
deferred taxes. Decreases in these assets in 2017 primarily resulted from the Clarcor acquisition. The decrease in Corporate
assets in 2016 was primarily due to decreases in marketable securities and other investments, non-trade and notes receivable,
cash and cash equivalents and the effect of currency rate fluctuations, partially offset by an increase in deferred income taxes.
23
Other expense (in the Business Segment Information)
(dollars in millions)
Foreign currency transaction
Stock-based compensation
Pensions
Divestitures and asset sales and writedowns
Interest income
Acquisition expenses
Other items, net
2017
2016
2015
$
$
8
52
78
(43)
(12)
41
3
$
127
$
23
49
116
(11)
(18)
—
(8)
151
$
$
(78)
57
97
4
(15)
—
7
72
Foreign currency transaction primarily relates to the impact of changes in foreign exchange rates on cash, marketable securities
and other investments and intercompany transactions. The lower pension expense in 2017 is primarily due to the use of the
spot yield curve approach to estimate the interest cost component of net periodic pension cost. Previously, this cost component
of net periodic pension cost was estimated using a single-weighted average discount rate. Divestitures and asset sales and
writedowns in 2017 includes a gain on the sale of the Company's Autoline product line. Acquisition expenses in 2017 primarily
relate to the Clarcor acquisition (see Note 2 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on
Form 10-K for further discussion).
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
Deferred income tax asset
Intangible assets
Goodwill
Notes payable and long-term debt payable within one year
Long-term debt
Shareholders' equity
Working capital
Current ratio
$
$
2017
2016
$
$
924
1,931
1,549
36
2,307
5,587
1,008
4,862
5,262
1,384
1.4
2,104
1,594
1,173
605
923
2,903
362
2,652
4,575
2,842
2.2
Cash (comprised of cash and cash equivalents and marketable securities and other investments) includes $874 million and
$2,065 million held by the Company's foreign subsidiaries at June 30, 2017 and June 30, 2016, respectively. Generally, cash
and cash equivalents and marketable securities and other investments held by foreign subsidiaries are not readily available for
use in the United States without adverse tax consequences. During 2017, the Company utilized approximately $1,774 million
in cash from its foreign subsidiaries principally to fund the acquisition of Clarcor stock and foreign assets. 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 51 days in 2017 and 49 days in 2016. The Company believes that its receivables are
collectible and appropriate allowances for doubtful accounts have been recorded.
24
Inventories increased $376 million from 2016 primarily due to acquisitions (which accounted for an increase of $295 million),
as well an increase in inventories in the Diversified Industrial International businesses and the Aerospace Systems Segment.
Days supply of inventory on hand was 67 days in 2017 and 62 days in 2016.
Deferred income tax asset as of June 30, 2017 decreased compared to June 30, 2016 primarily as a result of the Clarcor
acquisition. Refer to Note 4 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for
further discussion.
Intangible assets and goodwill as of June 30, 2017 both increased compared to June 30, 2016 primarily due to current-year
acquisitions. Refer to Note 7 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K
for further discussion.
Notes payable and long-term debt payable within one year and long-term debt as of June 30, 2017 increased from the June
30, 2016 amounts due primarily to new debt issuances as well as higher commercial paper notes outstanding. Refer to Notes 8
and 9 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Shareholders' equity activity during 2017 included a decrease of $265 million related to share repurchases, a decrease of $82
million related to foreign currency translation adjustments and an increase of $385 million related to pensions and
postretirement benefits.
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.
A summary of cash flows follows:
(dollars in millions)
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rates
Net (decrease) increase in cash and cash equivalents
2017
2016
2015
$
$
$
1,302
(3,365)
1,783
(57)
(337) $
1,211
(265)
(843)
(62)
41
$
$
1,363
(579)
(1,106)
(111)
(433)
Cash Flows From Operating Activities in 2017 reflects an increase in net income from 2016 of $177 million and a reduction
of $28 million for cash used by working capital items. Cash flows from operating activities in 2016 reflects a decrease in net
income from 2015 of $205 million and an increase of $120 million for cash provided by working capital items. Cash flows
from operating activities in 2015 reflects a reduction of $257 million for cash used by working capital items. The Company
also made voluntary cash contributions to the Company's domestic qualified defined benefit plan of $220 million in 2017 and
$200 million in 2016.
Cash Flows Used In Investing Activities in 2017 includes $4,069 million related to acquisition activity, primarily related to
Clarcor. Cash flows used in investing activities in 2017, 2016 and 2015 includes $814 million, $(51) million and $(356)
million, respectively, in net maturities (purchases) of marketable securities and other investments.
Cash Flows Used In Financing Activities during 2017 included the issuance of approximately $2,646 million of notional
borrowings of long-term debt as well as the repayment of long-term debt of approximately $381 million, which includes debt
assumed in the Clarcor acquisition. The Company repurchased 2.0 million common shares for $265 million during 2017 as
compared to the repurchase of 5.1 million common shares for $558 million in 2016 and 11.1 million common shares for $1,394
million in 2015.
25
Dividends have been paid for 268 consecutive quarters, including a yearly increase in dividends for the last 61 years. The
current annual dividend rate is $2.64 per common share.
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. In periods following significant capital deployment, including for share repurchases or acquisitions, certain of
the ratings assigned to the Company's senior debt may be, and at June 30, 2017 were, lower than the stated goal. The
Company's ability to borrow funds at desirable tenors and interest rates in February 2017 was not significantly impacted by
certain ratings on senior debt that were below an "A" level. The Company does not believe that its ability to borrow funds in
the future at desirable tenors and affordable interest rates will be impacted if certain of its ratings are below an "A" level at the
time of such borrowings. At June 30, 2017, the long-term credit ratings assigned to the Company's senior debt securities by the
credit rating agencies engaged by the Company were as follows:
Fitch Ratings
Moody's Investor Services, Inc.
Standard & Poor's
A-
Baa1
A
As of June 30, 2017, the Company had a line of credit totaling $2,000 million through a multi-currency revolving credit
agreement with a group of banks, $1,466 million of which was available at June 30, 2017. Refer to Note 8 to the Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
The Company is currently authorized to sell up to $2,000 million of short-term commercial paper notes. There were $534
million outstanding commercial paper notes as of June 30, 2017, and the largest amount of commercial paper notes outstanding
during the last quarter of 2017 was $827 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. The Company is in compliance with all covenants
and expects to remain in compliance during the term of the credit agreements and indentures.
Contractual Obligations - The total amount of gross unrecognized tax benefits, including interest, for uncertain tax positions
was $163 million at June 30, 2017. 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 in Part II, Item 8 of this Annual Report on Form 10-K.
(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)
Total
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
$
5,383
$
2,649
239
123
$
475
190
81
75
$
569
318
92
12
$
114
299
34
11
4,225
1,842
32
25
$
8,394
$
821
$
991
$
458
$
6,124
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements.
26
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 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 results of the Company's 2017 annual goodwill impairment test performed as of December 31, 2016 indicated that no
goodwill impairment existed. 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. 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 2017, there were no events or circumstances that
indicated that the carrying value of the Company's long-lived assets held for use were not recoverable.
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 and amortization periods for actuarial gains and losses. 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. Beginning in 2017, the Company changed the method used to estimate the service and interest cost components of
net periodic pension and other postretirement benefit costs. The new method uses the spot yield curve approach to estimate the
service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to
27
relevant cash outflows. Previously, these costs were determined using a single-weighted average discount rate. The change
does not affect the measurement of the Company's benefit obligations. The new method provides a more precise measure of
service and interest costs by improving the correlation between projected benefit cash flows and the discrete spot yield curve
rates and was accounted for as a change in estimate prospectively beginning in the first quarter of 2017. Annual net periodic
pension expense in 2017 was lower by approximately $30 million compared to the previous method. Annual net periodic
postretirement cost was not materially different.
For the Company's domestic qualified defined benefit plan, a 50 basis point change in the assumed long-term rate of return on
plan assets is estimated to have a $14 million effect on annual pension expense and a 50 basis point decrease in the discount
rate is estimated to increase annual pension expense by $26 million. As of June 30, 2017, $1,081 million of past years' net
actuarial losses related to the Company's domestic qualified defined benefit plan are subject to amortization in the future.
These losses will generally be amortized over approximately seven 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 is provided in Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-
K.
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. For those tax positions where it is more likely than not that a tax benefit will
be sustained, the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon examination by a
taxing authority that has full knowledge of all relevant information will be recorded. For those income tax positions where it is
not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the Consolidated Financial
Statements. Further information on income taxes is provided in Note 4 to the Consolidated Financial Statements in Part II,
Item 8 of this Annual Report on Form 10-K.
Loss Contingencies - The Company has a number of loss exposures incurred in the ordinary course of business such as
environmental claims, product liability and litigation 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
Recently issued accounting pronouncements are described in Note 1 to the Consolidated Financial Statements, included in Part
II, Item 8 of this Annual Report on Form 10-K.
ITEM 7A. 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 Part II, Item 8 of this Annual
Report on Form 10-K. 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, 2017 by approximately $12 million.
28
ITEM 8. Financial Statements and Supplementary Data.
Financial Statements
Consolidated Statement of Income
Consolidated Statement of Comprehensive Income
Business Segment Information
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Equity
Notes to Consolidated Financial Statements
Page Number
in Form 10-K
32
33
34
36
37
38
39
29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Parker-Hannifin Corporation
Cleveland, Ohio
We have audited the accompanying consolidated balance sheets of Parker-Hannifin Corporation and subsidiaries (the
"Company") as of June 30, 2017 and 2016, 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, 2017. Our audits also included the financial statement
schedule listed in the Index at Item 15. We also have audited the Company's internal control over financial reporting as of June
30, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial
statements and financial statement schedule, 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
financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.
As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment
the internal control over financial reporting at three entities, which were acquired on various dates during the year ended June
30, 2017, and whose financial statements constitute approximately 32.0 percent and 4.7 percent of total assets and net sales,
respectively, of the consolidated financial statement amounts as of and for the year ended June 30, 2017. Accordingly, our
audit did not include the internal control over financial reporting at the three entities acquired during the year ended June 30,
2017.
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.
30
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, 2017 and 2016, the results of their operations and their
cash flows for each of the three years in the period ended June 30, 2017, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of June 30, 2017, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
/s/ DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 25, 2017
31
Consolidated Statement of Income
(Dollars in thousands, except per share amounts)
Net Sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Interest expense
Other (income), net
(Gain) loss on disposal of assets (Note 2)
Income before income taxes
Income taxes (Note 4)
Net Income
Less: Noncontrolling interest in subsidiaries' earnings
Net Income Attributable to Common Shareholders
Earnings per Share Attributable to Common Shareholders (Note 5)
Basic earnings per share
Diluted earnings per share
For the years ended June 30,
2017
$ 12,029,312
2016
2015
$ 11,360,753
$ 12,711,744
9,188,962
2,840,350
1,453,935
162,436
(61,401)
(43,261)
1,328,641
344,797
983,844
432
8,823,384
2,537,369
1,359,360
136,517
(62,199)
(11,037)
1,114,728
307,512
807,216
376
9,655,245
3,056,499
1,544,746
118,406
(43,374)
4,481
1,432,240
419,687
1,012,553
413
983,412
$
806,840
$
1,012,140
7.37
7.25
$
$
5.96
5.89
$
$
7.08
6.97
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
32
Consolidated Statement of Comprehensive Income
(Dollars in thousands)
Net Income
Less: Noncontrolling interests in subsidiaries' earnings
Net income attributable to common shareholders
For the years ended June 30,
$
2017
983,844
432
983,412
2016
2015
$
807,216
$
1,012,553
376
806,840
413
1,012,140
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment and other (net of tax of
$40,935, $(2,342) and $(31,024) in 2017, 2016 and 2015)
Retirement benefits plan activity (net of tax of $(218,590), $152,203
and $88,547 in 2017, 2016 and 2015)
Other comprehensive income (loss)
Less: Other comprehensive income (loss) for noncontrolling interests
Other comprehensive income (loss) attributable to common
shareholders
Total Comprehensive Income Attributable to Common
Shareholders
(80,865)
(203,299)
(765,659)
384,784
303,919
358
303,561
(286,044)
(489,343)
(196)
(149,710)
(915,369)
(249)
(489,147)
(915,120)
$
1,286,973
$
317,693
$
97,020
The accompanying notes are an integral part of the consolidated financial statements.
33
Business Segment Information
(Dollars in thousands)
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 expense
Income before income taxes
Assets:
Diversified Industrial
Aerospace Systems (a)
Corporate (b)
Property Additions:
Diversified Industrial
Aerospace Systems
Corporate
Depreciation:
Diversified Industrial
Aerospace Systems
Corporate
2017
2016
2015
5,366,809
$
4,955,211
$
4,377,776
2,284,727
4,145,272
2,260,270
5,715,742
4,741,376
2,254,626
12,029,312
$
11,360,753
$
12,711,744
873,552
$
789,667
$
579,207
337,496
1,790,255
172,632
1,617,623
162,436
126,546
448,457
337,531
1,575,655
173,203
1,402,452
136,517
151,207
955,501
583,937
298,994
1,838,432
215,396
1,623,036
118,406
72,390
1,328,641
$
1,114,728
$
1,432,240
13,366,981
$
8,728,671
$
1,412,707
710,216
1,430,577
1,874,894
8,734,942
1,375,845
2,143,492
15,489,904
$
12,034,142
$
12,254,279
148,765
$
134,618
$
16,929
38,054
10,857
3,932
203,748
$
149,407
$
176,823
$
163,014
$
17,484
8,561
18,469
8,825
202,868
$
190,308
$
190,580
18,427
6,520
215,527
174,102
19,509
9,165
202,776
$
$
$
$
$
$
$
$
$
$
34
(Dollars in thousands)
By Geographic Area (c)
Net Sales:
North America
International
Long-Lived Assets:
North America
International
2017
2016
2015
$
$
$
$
7,585,689
$
7,144,481
$
7,891,571
4,443,623
4,216,272
4,820,173
12,029,312
$
11,360,753
$
12,711,744
1,145,127
$
817,872
$
792,165
750,228
856,947
807,075
1,937,292
$
1,568,100
$
1,664,022
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)
(b)
(c)
Includes an investment in a joint venture in which ownership is 50 percent or less and in which the Company does not
have operating control (2017 - $240,182; 2016 - $241,728; 2015 - $251,365).
Amounts in 2016 and 2015 have been adjusted to reflect the retrospective adoption of Accounting Standards Update
2015-03 in the first quarter of 2017. Corporate assets are principally cash and cash equivalents, marketable securities
and other investments, domestic deferred income taxes, deferred compensation plan assets, headquarters facilities and
the major portion of the Company’s domestic data processing equipment.
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.
35
Consolidated Balance Sheet
(Dollars in thousands)
June 30,
Assets
Current Assets
Cash and cash equivalents (Note 1)
Marketable securities and other investments (Note 1)
Trade accounts receivable, net (Note 1)
Non-trade and notes receivable (Note 1)
Inventories (Note 6)
Prepaid expenses
Total Current Assets
Plant and equipment (Note 1)
Less: Accumulated depreciation
Plant and equipment, net
Deferred income taxes (Notes 1 and 4)
Investments and other assets (Note 1)
Intangible assets, net (Notes 1 and 7)
Goodwill (Notes 1 and 7)
Total Assets
2017
2016
$
884,886
$
39,318
1,930,751
254,987
1,549,494
120,282
4,779,718
5,186,748
3,249,456
1,937,292
36,057
842,475
2,307,484
5,586,878
1,221,653
882,342
1,593,920
232,183
1,173,329
104,360
5,207,787
4,737,141
3,169,041
1,568,100
605,155
827,492
922,571
2,903,037
$
15,489,904
$
12,034,142
Liabilities and Equity
Current Liabilities
Notes payable and long-term debt payable within one year (Notes 8 and 9)
$
1,008,465
$
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 2017 and 2016
Additional capital
Retained earnings
Accumulated other comprehensive (loss)
Treasury shares at cost: 47,854,475 in 2017 and 47,033,896 in 2016
Total Shareholders' Equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
1,300,496
435,911
153,137
497,851
3,395,860
4,861,895
1,406,082
221,790
336,931
10,222,558
—
90,523
543,879
10,930,348
(1,924,204)
(4,378,897)
5,261,649
5,697
5,267,346
361,787
1,034,589
382,945
127,597
458,970
2,365,888
2,652,457
2,076,143
54,395
306,581
7,455,464
—
90,523
628,451
10,302,866
(2,227,765)
(4,218,820)
4,575,255
3,423
4,578,678
$
15,489,904
$
12,034,142
The accompanying notes are an integral part of the consolidated financial statements.
36
Consolidated Statement of Cash Flows
(Dollars in thousands)
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
For the years ended June 30,
2017
2016
2015
$
983,844
$
807,216
$
1,012,553
Depreciation
Amortization
Stock incentive plan compensation
Deferred income taxes
Foreign currency transaction loss (gain)
Loss on sale of plant and equipment
(Gain) on sale of businesses
(Gain) loss on sale of marketable securities
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 $157,426 in 2017, $3,814 in 2016 and $8,332 in 2015)
Capital expenditures
Proceeds from sale of plant and equipment
Proceeds from sale of businesses
Purchase of marketable securities and other investments
Maturities and sales 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
Proceeds from (payments for) notes payable, net
Proceeds from long-term borrowings
Payments for long-term borrowings
Dividends paid
Net cash provided by (used in) 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
Cash and cash equivalents at end of year
Supplemental Data:
Cash paid during the year for:
Interest
Income taxes
202,868
152,361
80,339
37,024
8,060
1,494
(41,285)
(1,032)
(95,347)
(73,673)
2,410
(3,887)
174,761
5,922
18,165
(59,738)
(103,866)
14,051
1,302,471
(4,069,197)
(203,748)
14,648
85,610
(465,666)
1,279,318
(6,113)
(3,365,148)
2,202
(338,078)
230,499
2,614,463
(381,078)
(345,380)
1,782,628
(56,718)
(336,767)
1,221,653
190,308
116,535
71,293
(65,686)
22,750
414
(10,666)
(723)
17,549
120,243
136,034
(5,033)
(52,378)
(22,865)
(6,285)
(31,633)
(45,796)
(30,499)
202,776
114,715
96,093
18,865
(77,784)
14,953
(6,420)
3,817
143,179
(70,377)
(116,561)
20,976
(86,750)
(12,657)
(43,441)
(8,770)
156,859
1,207
1,210,778
1,363,233
(67,552)
(149,407)
18,821
24,325
(1,351,464)
1,300,633
(39,995)
(264,639)
126
(587,365)
303,624
2,287
(220,068)
(341,962)
(843,358)
(61,712)
41,069
1,180,584
(18,618)
(215,527)
19,655
37,265
(1,747,333)
1,391,396
(46,001)
(579,163)
3,355
(1,436,309)
(815,171)
1,483,015
(537)
(340,389)
(1,106,036)
(111,005)
(432,971)
1,613,555
$
$
884,886
$
1,221,653
$
1,180,584
131,937
$
133,999
$
268,127
250,155
105,202
515,350
The accompanying notes are an integral part of the consolidated financial statements.
37
Consolidated Statement of Equity
(Dollars in thousands)
Common
Stock
Additional
Capital
Retained
Earnings
Accumulated Other
Comprehensive
(Loss)
Treasury
Shares
Noncontrolling
Interests
Total
Balance June 30, 2014
$
90,523
$
595,498
$
9,174,189
$
(823,498) $ (2,377,284) $
3,380
$
6,662,808
Net income
Other comprehensive
income (loss)
Dividends paid
Stock incentive plan activity
Liquidation activity
Shares purchased at cost
1,012,140
27,231
(340,132)
(4,312)
(915,120)
58,630
(1,393,578)
413
1,012,553
(249)
(257)
(5)
(915,369)
(340,389)
81,549
(5)
(1,393,578)
Balance June 30, 2015
$
90,523
$
622,729
$
9,841,885
$
(1,738,618) $ (3,712,232) $
3,282
$
5,107,569
Net income
Other comprehensive
income (loss)
Dividends paid
Stock incentive plan activity
Shares purchased at cost
806,840
376
807,216
5,722
(341,923)
(3,936)
(489,147)
50,916
(557,504)
(196)
(39)
(489,343)
(341,962)
52,702
(557,504)
Balance June 30, 2016
$
90,523
$
628,451
$ 10,302,866
$
(2,227,765) $ (4,218,820) $
3,423
$
4,578,678
Net income
Other comprehensive
income
Dividends paid
Stock incentive plan activity
(84,572)
Acquisition activity
Shares purchased at cost
983,412
(345,042)
(10,888)
303,561
104,615
(264,692)
432
358
(338)
1,822
983,844
303,919
(345,380)
9,155
1,822
(264,692)
Balance June 30, 2017
$
90,523
$
543,879
$ 10,930,348
$
(1,924,204) $ (4,378,897) $
5,697
$
5,267,346
The accompanying notes are an integral part of the consolidated financial statements.
38
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
The term "year" and references to specific years refer to the applicable fiscal years.
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 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.
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 consolidated 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. Taxes collected from
customers and remitted to governmental authorities are excluded from revenue.
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.
39
Marketable Securities and Other Investments - 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, and investments
classified as available-for-sale, which are carried at fair value with unrealized gains and losses recorded in accumulated other
comprehensive (loss). Gains and losses on available-for-sale investments are calculated based on the first-in, first-out method.
The Company has the ability to liquidate the available-for-sale investments after giving appropriate notice to the issuer.
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 $14,336 and $8,010 at June 30, 2017 and June 30, 2016, 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
Accounts receivable, other
Total
2017
118,351
136,636
254,987
$
$
2016
102,400
129,783
232,183
$
$
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.
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
$
2017
321,331
1,575,464
3,167,885
122,068
2016
$
291,122
1,437,601
2,933,818
74,600
$
5,186,748
$
4,737,141
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 $341,869 and $355,876 at June 30, 2017 and June 30, 2016, respectively. A significant portion of the
underlying net assets of the joint ventures are related to goodwill. The Company's share of earnings from investments in joint-
venture companies were $42,352, $25,650 and $23,204 in 2017, 2016 and 2015, respectively.
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.
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.
40
Income Taxes - Income taxes are provided based upon income for financial reporting 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. Deferred income taxes arise from temporary differences in the recognition of income and expense for tax
purposes.
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 losses (gains) from transactions in a currency other than
the local currency of the entity involved are included within the cost of sales caption in the Consolidated Statement of Income
and were $8,060, $22,750 and $(77,784), in 2017, 2016 and 2015, respectively.
Subsequent Events - The Company has evaluated subsequent events that have occurred through the date of filing of
this Annual Report on Form 10-K for the year ended June 30, 2017. No subsequent events occurred that required adjustment to
or disclosure in these financial statements.
Recent Accounting Pronouncements - In May 2017, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) 2017-09, "Scope of Modification Accounting." ASU 2017-09 provides guidance about
which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in
Topic 718. An entity should account for the effects of a modification unless all of the following are met: (1) the fair value of
the modified award is the same as fair value of the original award; (2) the vesting conditions of the modified award are the
same as the vesting conditions of the original award immediately before the original award is modified; and (3) the
classification of the award as an equity instrument or a liability instrument is the same as the classification of the original award
immediately before the original award is modified. ASU 2017-09 is effective for fiscal years, and interim periods within those
years, beginning after December 31, 2017. Early adoption is permitted as of the beginning of an annual period for which
financial statements (interim or annual) have not been issued. ASU 2017-09 should be applied prospectively to an award
modified on or after the adoption date. The Company has not historically modified share-based payments awards after their
original issuance so the impact of adopting ASU 2017-09 on the Company's financial statements is not expected to be material.
In March 2017, the FASB issued ASU 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic
Postretirement Benefit Cost." ASU 2017-07 requires that an employer report the service cost component in the same line item
or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other
components of net benefit cost are required to be presented in the income statement separately from the service cost component
and outside a subtotal of income from operations, if one is presented. ASU 2017-07 also provides that only the service cost
component is eligible for capitalization, when applicable. ASU 2017-07 is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which
financial statements (interim or annual) have not been issued. ASU 2017-07 should be applied retrospectively for the income
statement presentation of net periodic pension cost and net periodic postretirement benefit cost and prospectively, on or after
the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic
postretirement benefit cost. The Company has not yet determined the effect that ASU 2017-07 will have on its financial
statements.
In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment." ASU 2017-04 eliminates
Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should recognize an impairment
charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 also eliminates the requirement
for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative
test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective for annual or any interim goodwill
impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill
impairment tests performed on testing dates after January 1, 2017. The Company does not believe the adoption of ASU
2017-04 will have a material effect on its financial statements.
In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory." ASU 2016-16
provides that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory
when the transfer occurs. Consequently, the amendments in ASU 2016-16 eliminate the exception for an intra-entity transfer of
an asset other than inventory. ASU 2016-16 is effective for fiscal years, and interim periods within those years, beginning after
December 31, 2017. Early adoption is permitted. The Company is evaluating ASU 2016-16 for potential early adoption in the
first quarter of fiscal 2018 and currently estimates that the adoption of ASU 2016-16 will eliminate a $57 million income tax
deferred charge recorded in the Consolidated Balance Sheet as of June 30, 2017.
41
In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15
provides specific guidance on several cash flow classification issues to reduce diversity in practice in how certain transactions
are classified within the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those
years, beginning after December 15, 2017. Early adoption is permitted. The Company has not yet determined the effect that
ASU 2016-15 will have on its financial statements.
In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." ASU 2016-13
requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected
to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the
financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses
relating to available-for-sale debt securities should be recorded through an allowance for credit losses. ASU 2016-13 is
effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is
permitted. The Company has not yet determined the effect that ASU 2016-13 will have on its financial statements.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Under ASU
2016-09, all excess tax benefits and deficiencies arising from employee share-based payment awards, and dividends on those
awards, will be recognized in the income statement during the period in which they occur. ASU 2016-09 allows companies to
make an accounting policy election to estimate forfeitures, as required today, or record them when they occur and allows
companies to withhold an amount up to the maximum statutory tax rate without causing the award to be classified as a liability.
Within the statement of cash flows, ASU 2016-09 requires excess tax benefits to be classified as an operating activity and cash
payments to tax authorities in connection with shares withheld to be classified as a financing activity. The Company adopted
ASU 2016-09 in the first quarter of fiscal 2017. In fiscal 2017, the Company applied the recognition of the excess tax benefits
and deficiencies requirement on a prospective basis and recognized a discrete income tax benefit, which was recorded as a
reduction to income tax expense, of $35,589 in 2017. Prior to the adoption of ASU 2016-09, this excess tax benefit was
recorded as an increase to additional capital. The cash flow classification requirements of ASU 2016-09 were applied
retrospectively. As a result, for 2016 and 2015, cash flows from operating activities was increased by $40,935 and $61,292,
respectively, and cash flows from financing activities was decreased by $40,935 and $61,292, respectively. The Company
elected to continue to estimate forfeitures expected to occur rather than electing to account for forfeitures as they occur. The
other provisions of ASU 2016-09 related to accounting for income taxes and minimum statutory share withholding tax
requirements had no impact on the Company's financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 requires lessees to put most leases on their balance
sheet by recognizing a liability to make lease payments and an asset representing their right to use the asset during the lease
term. Lessee recognition, measurement, and presentation of expenses and cash flows will not change significantly from
existing guidance. Lessor accounting is also largely unchanged from existing guidance. ASU 2016-02 requires qualitative and
quantitative disclosures that provide information about the amount, timing, and uncertainty of cash flows arising from leases.
ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early
adoption is permitted. The Company has not yet determined the effect that ASU 2016-02 will have on its financial statements.
In January 2016, the FASB issued ASU 2016-01, "Recognition and Measurement of Financial Assets and Liabilities." ASU
2016-01 requires equity investments (excluding equity method investments and investments that are consolidated) to be
measured at fair value with changes in fair value recognized in net income. Equity investments that do not have a readily
determinable fair value may be measured at cost, adjusted for impairment and observable price changes. The ASU also
simplifies the impairment assessment of equity investments, eliminates the disclosure of the assumptions used to estimate the
fair value that is required to be disclosed for financial instruments measured at cost on the balance sheet and requires the exit
price to be used when measuring fair value of financial instruments for disclosure purposes. Under ASU 2016-01, changes in
fair value (resulting from instrument-specific credit risk) will be presented separately in other comprehensive income for
liabilities measured using the fair value option and financial assets and liabilities will be presented separately by measurement
category and type either on the balance sheet or in the financial statement disclosures. ASU 2016-01 is effective for fiscal years
beginning after December 15, 2017, and interim periods within those fiscal years. The Company has not yet determined the
effect that ASU 2016-01 will have on its financial statements.
42
In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest." ASU 2015-03 requires that debt issuance
costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of
that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in
the ASU. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and
interim periods within those fiscal years. During the first quarter of 2017, the Company retrospectively adopted ASU 2015-03
and has revised the following captions within the Consolidated Balance Sheet at June 30, 2016:
Investments and other assets
Notes payable and long-term debt payable within one year
Long-term debt
As Previously
Reported
$
850,088
$
361,840
2,675,000
Revised
827,492
361,787
2,652,457
In May 2014, the FASB issued 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, 2017. In April 2016, the FASB issued ASU
2016-10, "Identifying Performance Obligations and Licensing." ASU 2016-10 clarifies the following two aspects of ASU
2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is
the same as the effective date of ASU 2014-09. The Company currently anticipates using the modified retrospective method to
adopt ASU 2014-09. The Company is still in the process of quantifying the impact of the adoption of ASU 2014-09, but at this
time the Company does not expect the adoption to have a material impact on its financial statements.
2.
Acquisitions and Divestiture
Acquisitions - During 2017, the Company completed three acquisitions whose aggregate sales for their most recent fiscal year
prior to acquisition were approximately $1,522 million. Total purchase price for the three acquisitions was approximately
$4,227 million in cash and $316 million in assumed debt.
During 2016, the Company completed two acquisitions whose aggregate sales for their most recent fiscal year prior to
acquisition were approximately $48 million. Total purchase price for the two acquisitions was approximately $71 million in
cash and $2 million in assumed debt.
During 2015, the Company completed four acquisitions whose aggregate sales for their most recent fiscal year prior to
acquisition were approximately $27 million. Total purchase price for the four acquisitions was approximately $27 million in
cash.
The results of operations for all acquisitions are included as of the respective dates of acquisition. Assets acquired and
liabilities assumed were recognized at their respective fair values as of the acquisition date. The process of estimating the fair
values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in
determining the appropriate assumptions and estimates. The assets acquired and liabilities assumed presented in the table
below are based on available information and may be revised during the measurement period, not to exceed 12 months, as
valuations are finalized, additional information becomes available and as additional analysis is performed. Such revisions may
have a material impact on the Company's results of operations and financial position. The initial purchase price allocation and
subsequent purchase price adjustments for acquisitions in 2017, 2016 and 2015 are as follows.
43
Assets:
Accounts receivable
Inventories
Prepaid expenses
Deferred income taxes
Plant and equipment
Intangible and other assets
Goodwill
Liabilities:
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
Net assets acquired
2017
2016
2015
$
263,616
$
6,793
$
302,422
18,342
4,658
376,826
1,526,909
2,677,489
5,170,262
20,162
84,753
45,942
5,435
80,515
296,240
33,929
520,389
11,878
1,822
12,041
1,350
—
5,647
26,849
31,134
83,814
720
2,536
1,310
604
1,804
1,743
—
7,545
—
—
1,101,065
16,262
$
4,069,197
$
67,552
$
7,656
3,099
91
5
1,123
7,794
10,430
30,198
—
2,689
243
777
5,267
—
—
2,604
—
—
11,580
18,618
Goodwill is calculated as the excess of the purchase price over the net assets acquired, primarily all of which is not deductible
for tax purposes. With respect to the Clarcor acquisition, goodwill represents cost synergies and enhancements to the
Company's existing filtration technologies. See Note 7 for additional information about intangible assets.
The remaining disclosures in Note 2 pertain only to the Clarcor acquisition as the other two acquisitions completed during 2017
were immaterial.
Clarcor is a major manufacturer of filtration products under more than a dozen respected brands, including CLARCOR,
Baldwin, Fuel Manager, PECOFacet, Airguard, Altair, BHA, Clearcurrent, Clark Filter, Hastings, United Air Specialists,
Keddeg and Purolator. Clarcor had annual sales of approximately $1,400 million for its fiscal 2016. For segment reporting
purposes, Clarcor is part of the Diversified Industrial Segment.
The Company believes that Clarcor is a highly complementary acquisition that provides the Company with additional
proprietary media, industrial and process filtration products and technologies, as well as a broad portfolio of replacement
filters. The acquisition of Clarcor also offers significant expected operating synergies.
The Company's results of operations for 2017 include Clarcor's results of operations from the date of acquisition, February 28,
2017, through June 30, 2017. Net sales and segment operating (loss) attributable to Clarcor during this period was $487,388
and $(16,164), respectively.
The following unaudited pro forma information gives effect to the Company's acquisition of Clarcor as if the acquisition had
occurred on July 1, 2015, and Clarcor had been included in the Company's results of operations for 2017 and 2016.
Net sales
Net income attributable to common shareholders
Diluted earnings per share
44
$
2017
12,935,834
1,027,693
7.58
$
2016
12,772,097
748,634
5.47
The unaudited pro forma financial information in the table above includes adjustments related to amortization expense,
depreciation, interest expense and transaction costs incurred as well as adjustments to cost of sales for the step-up in inventory
to estimated acquisition-date fair value and related income tax effects and is based on a preliminary purchase price allocation
using currently available information. Transaction costs incurred (which are reflected in the selling, general and administrative
expenses caption in the Consolidated Statement of Income) and the adjustment to cost of sales for the step-up in inventory to
estimated acquisition-date fair value are considered to be non-recurring. Adjustments for non-recurring items increased pro
forma net income attributable to common shareholders by $108,078 for 2017 and decreased pro forma net income attributable
to common shareholders by $39,121 for 2016. The unaudited pro forma financial information does not give effect to any
synergies, operating efficiencies or cost savings that may result from the Clarcor acquisition.
Divestiture - During 2017, the Company divested its Autoline product line, which was part of the Diversified Industrial
Segment. The operating results and net assets of the Autoline product line were immaterial to the Company's consolidated
results of operations and financial position. The Company recorded a net pre-tax gain in 2017 of approximately $45 million
related to the divestiture. The gain is reflected in the other (income), net caption in the Consolidated Statement of Income and
the other expense caption in the Business Segment Information.
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 2017, 2016 and 2015.
Business realignment charges presented in the Business Segment Information are as follows:
Diversified Industrial
Aerospace Systems
Corporate administration
Other expense
$
2017
52,939
2,674
—
784
2016
$
91,404
$
3,629
2,215
116
Work force reductions related to the business realignment charges in the Business Segment Information are as follows:
Diversified Industrial
Aerospace Systems
Corporate administration
2017
1,102
89
—
2016
3,515
81
53
2015
30,882
967
458
2,399
2015
668
21
18
The charges primarily consist of severance costs related to actions taken under the Company's simplification initiative aimed at
reducing organizational and process complexity, as well as plant closures, with the majority of charges incurred in Europe and
North America. In connection with a plant closure during 2016, the Company recognized an expense associated with enhanced
retirement benefits (refer to Note 10 for further discussion). The Company believes the realignment actions taken will
positively impact future results of operations, but will not have a 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) loss on disposal of assets
$
2017
35,932
19,681
784
2016
$
76,197
$
21,051
116
2015
19,419
12,888
2,399
As of June 30, 2017, approximately $23 million in severance payments have been made relating to charges incurred during
2017, the remainder of which are expected to be paid by June 30, 2018. Severance payments relating to prior-year actions are
being made as required. Remaining severance payments related to current-year and prior-year actions of approximately $33
million are primarily reflected within the other accrued liabilities caption in the Consolidated Balance Sheet. 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.
45
4.
Income Taxes
Income before income taxes was derived from the following sources:
United States
Foreign
Income taxes include the following:
Federal
Current
Deferred
Foreign
Current
Deferred
State and local
Current
Deferred
2017
722,925
605,716
1,328,641
$
$
2016
672,907
441,821
1,114,728
$
$
2015
779,782
652,458
1,432,240
2017
2016
2015
132,420
37,316
$
235,557
(45,797)
$
185,761
28,108
157,518
(5,319)
113,146
(7,006)
17,835
5,027
344,797
$
24,495
(12,883)
307,512
$
189,826
(11,208)
25,235
1,965
419,687
$
$
$
$
A reconciliation of the Company's effective income tax rate to the statutory Federal rate follows:
Statutory Federal income tax rate
State and local income taxes
Tax related to international activities
Cash surrender value of life insurance
Federal manufacturing deduction
Research tax credit
Share-based compensation
Other
Effective income tax rate
2017
35.0%
1.7
(5.5)
(0.9)
(0.9)
(0.8)
(2.7)
0.1
26.0%
2016
35.0%
0.6
(5.2)
0.2
(1.0)
(1.9)
—
(0.1)
27.6%
2015
35.0%
1.1
(4.5)
(0.1)
(1.6)
(0.8)
—
0.2
29.3%
46
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 compensation
Loss carryforwards
Unrealized currency exchange gains and losses
Inventory
Foreign tax credit carryforward
Depreciation and amortization
Valuation allowance
Net deferred tax (liability) asset
Change in net deferred tax asset:
Provision for deferred tax
Items of other comprehensive (loss)
Acquisitions and other
Total change in net deferred tax
$
2017
571,022
144,885
61,375
59,725
678,486
22,212
17,809
23,050
(1,080,218)
(684,079)
(185,733) $
2016
815,545
126,524
64,371
67,138
326,707
(19,491)
14,693
24,051
(536,070)
(332,708)
550,760
(37,024) $
(177,655)
(521,814)
(736,493) $
65,686
149,861
(7,832)
207,715
$
$
$
$
As of June 30, 2017, the Company has recorded deferred tax assets of $678,486 resulting from $2,529,303 in loss
carryforwards. A valuation allowance of $665,399 related to the loss carryforwards has been established due to the uncertainty
of their realization. Of this valuation allowance, $633,581 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 years to 20 years. In addition, a valuation allowance of $18,680 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 $2,900,000 at June 30, 2017.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance July 1
Additions for tax positions related to current year
Additions for tax positions of prior years
Additions for acquisitions
Reductions for tax positions of prior years
Reductions for settlements
Reductions for expiration of statute of limitations
Effect of foreign currency translation
Balance June 30
2017
139,907
$
2016
2015
$
145,688
$
164,813
4,735
2,618
3,939
(1,175)
(3,020)
(2,792)
3,294
$
147,506
$
7,025
2,582
—
(627)
(10,284)
(4,142)
(335)
139,907
$
6,090
14,989
—
(6,945)
—
(6,251)
(27,008)
145,688
47
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $95,460, $80,722 and
$83,471 as of June 30, 2017, 2016 and 2015, respectively. If recognized, a significant portion of the gross unrecognized tax
benefits as of June 30, 2017 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 $15,432, $12,357 and
$9,514 as of June 30, 2017, 2016 and 2015, respectively.
It is reasonably possible that within the next 12 months, the amount of gross unrecognized tax benefits could be reduced by up
to approximately $100,000 as a result of the revaluation of existing uncertain tax positions arising from developments in the
examination process or the closure of tax statutes. Any increase in the amount of unrecognized tax benefits within the next 12
months is expected to be insignificant.
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 is subject to examination by taxing authorities throughout the world. The Company is
open to assessment of its federal income tax returns by the U.S. Internal Revenue Service for years after 2011, and its state and
local tax returns for years after 2011. The Company is open to assessment for significant foreign jurisdictions for years after
2007.
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:
2017
2016
2015
Numerator:
Net income attributable to common shareholders
$
983,412
$
806,840
$
1,012,140
Denominator:
Basic - weighted-average common shares
133,377,547
135,353,321
142,925,327
Increase in weighted-average common shares from dilutive effect of stock-
based awards
Diluted - weighted-average common shares, assuming exercise of stock-
based awards
Basic earnings per share
Diluted earnings per share
2,182,217
1,558,369
2,186,823
135,559,764
136,911,690
145,112,150
$
$
7.37
7.25
$
$
5.96
5.89
$
$
7.08
6.97
For 2017, 2016 and 2015, 1.4 million, 3.1 million and 1.1 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.
6.
Inventories
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 (FIFO) cost method. Inventories valued by the FIFO cost method are stated at
the lower of cost or net realizable value. Inventories valued by the LIFO cost method are stated at lower of cost or market.
Inventories valued on the LIFO cost method were approximately 39 percent of total inventories in 2017 and 30 percent of total
inventories in 2016. The current cost of these inventories exceeds their valuation determined on the LIFO basis by $193,933 in
2017 and $200,247 in 2016. Progress payments of $44,231 in 2017 and $51,104 in 2016 are netted against inventories.
48
The inventories caption in the Consolidated Balance Sheet is comprised of the following components:
June 30,
Finished products
Work in process
Raw materials
Total
7.
Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
Balance June 30, 2015
Acquisitions
Foreign currency translation and other
Balance June 30, 2016
Acquisitions
Divestitures
Foreign currency translation and other
Balance June 30, 2017
$
$
2017
642,788
723,133
183,573
2016
458,657
639,907
74,765
$
1,549,494
$
1,173,329
Diversified
Industrial
Segment
Aerospace
Systems Segment
Total
$
2,844,045
$
98,634
$
2,942,679
$
31,134
(70,776)
2,804,403
2,677,489
(22,618)
28,962
—
—
$
$
98,634
—
—
8
31,134
(70,776)
2,903,037
2,677,489
(22,618)
28,970
$
5,488,236
$
98,642
$
5,586,878
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 impact of the
purchase price adjustments and final adjustments to the purchase price allocation on the Company's results of operations and
financial position were immaterial. Divestitures primarily represent goodwill associated with the sale of a product line (see
Note 2 for further discussion).
The Company's annual impairment tests performed in 2017, 2016 and 2015 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:
Patents
Trademarks
Customer lists and other
Total
2017
2016
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
$
254,049
$
100,860
$
150,914
$
553,691
2,566,983
200,413
765,966
340,805
1,362,521
$
3,374,723
$
1,067,239
$
1,854,240
$
95,961
179,156
656,552
931,669
During 2017, 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:
Patents
Trademarks
Customer lists and other
Total
49
Purchase Price
Allocation
Weighted-
Average Life
$
108,810
212,060
1,197,573
$
1,518,443
13 years
17 years
11 years
12 years
Total intangible asset amortization expense in 2017, 2016 and 2015 was $145,128, $108,019 and $109,887, respectively.
Estimated intangible asset amortization expense for the five years ending June 30, 2018 through 2022 is $219,238, $209,047,
$200,242, $191,520 and $155,482, 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.
No such events occurred in 2017, 2016 or 2015.
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, $1,465,800 of which was available at June 30, 2017. The credit agreement expires in October 2021; 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 may 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 $2,000,000 of short-term commercial paper notes. At June 30, 2017,
$534,200 of commercial paper notes were outstanding and $303,700 commercial paper notes were outstanding at June 30,
2016.
In addition to commercial paper notes, notes payable includes short-term lines of credit and borrowings from foreign banks. At
June 30, 2017, the Company had $62,946 in lines of credit from various foreign banks, none of which had amounts outstanding
at June 30, 2017 or at June 30, 2016. Most of these agreements are renewed annually. The weighted-average interest rate on
notes payable during both 2017 and 2016 was 0.3 percent.
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. Based on the Company's rating level at June 30,
2017, the most restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.60 to
1.0. As of June 30, 2017, the Company's debt to debt-shareholders' equity ratio was 0.529 to 1.0. The Company is in
compliance with all covenants.
9.
Debt
June 30,
Domestic:
Fixed rate medium-term notes, 3.30% to 6.55%, due 2018-2045
Senior Notes, 3.25% to 4.10%, due 2027 - 2047
Term loan, Libor plus 100 bps, due 2020
Foreign:
Euro Senior Notes, 1.125%, due 2025
Euro Term loan, Libor plus 150 bps, due 2022
Japanese Yen credit facility, JPY Libor plus 55 bps, due 2017
Other long-term debt
Deferred debt issuance costs
Total long-term debt
Less: Long-term debt payable within one year
Long-term debt, net
50
2017
2016
$
2,675,000
$
2,675,000
1,300,000
493,750
799,890
114,270
—
433
(47,183)
5,336,160
474,265
—
—
—
—
58,140
—
(22,596)
2,710,544
58,087
$
4,861,895
$
2,652,457
The Company issued the Senior Notes and entered into term loans during 2017. Interest payments are paid semi-annually for
the Senior Notes due 2027 and 2047, paid annually for the Senior Notes due 2025 and are generally paid quarterly for the term
loans. Total debt issuance costs were approximately $27,782 and will be amortized over the respective debt terms. The
Company primarily used the proceeds from these debt issuances for the Clarcor acquisition.
Principal amounts of long-term debt payable in the five years ending June 30, 2018 through 2022 are $475,143, $100,107,
$468,822, $32 and $114,280, respectively. The principal amounts of long-term debt payable exclude the impact of the
amortization of debt issuance costs.
Lease Commitments - Future minimum rental commitments as of June 30, 2017, under non-cancelable operating leases,
which expire at various dates, are as follows: 2018-$81,400; 2019-$56,974; 2020-$35,467; 2021-$21,189; 2022-$13,220 and
after 2022-$31,994.
Rental expense in 2017, 2016 and 2015 was $118,723, $119,004 and $125,657, respectively.
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
Service cost
Interest cost
Special termination cost
Settlement cost
Expected return on plan assets
Amortization of prior service cost
Amortization of unrecognized actuarial loss
Amortization of initial net obligation
Net periodic benefit cost
2017
2016
2015
$
94,356
$
94,650
$
126,131
—
—
(239,537)
8,116
212,433
18
181,469
7,088
5,102
(221,629)
7,470
170,407
17
97,960
176,556
21,174
—
(218,938)
9,437
152,664
17
$
201,517
$
244,574
$
238,870
51
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Acquisition
Special termination cost
Plan amendments
Divestiture
Actuarial (gain) loss
Benefits paid
Foreign currency translation and other
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual gain on plan assets
Acquisition
Employer contributions
Benefits paid
Foreign currency translation and other
Fair value of plan assets at end of year
Funded status
Amounts recognized on the Consolidated Balance Sheet
Other accrued liabilities
Pensions and other postretirement benefits
Net amount recognized
Amounts recognized in Accumulated Other Comprehensive (Loss)
Net actuarial loss
Prior service cost
Transition obligation
Net amount recognized
2017
2016
$
5,315,655
$
4,867,703
94,356
126,131
201,283
—
3,265
(851)
(268,370)
(250,289)
(3,323)
5,217,857
$
94,650
181,469
—
7,088
2,992
—
487,523
(230,551)
(95,219)
5,315,655
$
$
3,307,047
$
3,238,307
341,344
168,264
330,932
(250,289)
(1,297)
3,896,001
$
(1,321,856) $
97,165
—
279,140
(230,551)
(77,014)
3,307,047
(2,008,608)
(12,793) $
(1,309,063)
(1,321,856) $
(42,763)
(1,965,845)
(2,008,608)
$
$
$
$
$
1,461,017
$
2,047,103
22,761
77
27,723
103
$
1,483,855
$
2,074,929
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.
Beginning in 2017, the Company changed the method used to estimate the service and interest cost components of net periodic
pension and other postretirement benefit costs. The new method uses the spot yield curve approach to estimate the service and
interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant cash
outflows. Previously, these costs were determined using a single-weighted average discount rate. The change does not affect
the measurement of the Company's benefit obligations. The new method provides a more precise measure of service and
interest costs by improving the correlation between projected benefit cash flows and the discrete spot yield curve rates and is
accounted for as a change in estimate prospectively beginning the first quarter of fiscal 2017. As a result of the method change,
net pension benefit cost for 2017 is lower than the net pension benefit cost for 2016 by $29,777.
52
During 2016, the Company provided enhanced retirement benefits in connection with a plant closure, which resulted in an
increase in net pension benefit cost of $7,088. During 2015, the Company initiated a voluntary retirement program under
which certain participants in its U.S. qualified defined benefit pension plan were offered enhanced retirement benefits, which
resulted in an increase in net pension benefit cost of $21,174.
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 2018 is $141,399, $6,055 and $17, respectively.
The accumulated benefit obligation for all defined benefit plans was $4,890,058 and $4,884,985 at June 30, 2017 and 2016,
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 $5,120,268, $4,805,485 and $3,793,696, respectively, at
June 30, 2017, and $5,211,768, $4,796,860 and $3,206,287, respectively, at June 30, 2016. The projected benefit obligation
and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets were $5,142,881 and
$3,815,815, respectively, at June 30, 2017, and $5,310,979 and $3,302,370, respectively, at June 30, 2016.
The Company expects to make cash contributions of approximately $68 million to its defined benefit pension plans in 2018, the
majority of which relate to its non-U.S. defined benefit plans. Estimated future benefit payments in the five years ending
June 30, 2018 through 2022 are $231,732, $236,968, $243,956, $260,645 and $296,949, respectively and $1,448,318 in the
aggregate for the five years ending June 30, 2023 through June 30, 2027.
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
2017
2016
2015
3.33%
5.02%
7.5%
4.19%
5.14%
7.5%
4.05%
5.12%
7.5%
0.23 to 7.75%
0.7 to 6.0%
0.9 to 4.2%
2.0 to 5.5%
2.0 to 5.5%
1.0 to 5.75% 1.0 to 5.75%
2.0 to 5.0%
1.0 to 6.25%
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
2017
2016
3.64%
3.89%
3.33%
5.02%
0.30 to 7.57% 0.23 to 7.75%
2.0 to 5.5%
2.0 to 5.5%
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.
53
The weighted-average allocation of the majority of the assets related to defined benefit plans is as follows:
Equity securities
Debt securities
Other investments
2017
45%
47%
8%
100%
2016
39%
51%
10%
100%
The weighted-average target asset allocation as of June 30, 2017 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 75 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 fair values of pension plan assets at June 30, 2017 and at June 30, 2016, by asset class, are as follows:
June 30, 2017
Quoted Prices In
Active Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
Equity securities
U.S. based companies
Non-U.S. based companies
Fixed income securities
Corporate bonds
Government issued securities
Mutual funds
Equity funds
Fixed income funds
Mutual funds measured at net asset value
Common/Collective trusts
Equity funds
Fixed income funds
Common/Collective trusts measured at net asset value
Limited Partnerships measured at net asset value
Miscellaneous
Total at June 30, 2017
—
—
—
—
—
—
—
—
—
—
—
$
76,057
$
75,370
$
687
$
416,830
236,134
91,982
144,616
306,168
204,628
70,389
46,003
—
—
84,153
54,773
—
—
—
—
—
$
1,592,120
$
(9,000)
130,613
$
416,830
236,134
176,135
199,389
306,168
204,628
233,234
70,389
46,003
1,677,942
262,092
(9,000)
3,896,001
$
54
June 30, 2016
Quoted Prices In
Active Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
Equity securities
U.S. based companies
Non-U.S. based companies
Fixed income securities
Corporate bonds
Government issued securities
Mutual funds
Equity funds
Fixed income funds
Mutual funds measured at net asset value
Common/Collective trusts
Equity funds
Fixed income funds
$
46,052
$
45,474
$
578
$
292,138
191,647
141,549
203,000
149,807
151,649
246,075
65,404
43,981
292,138
191,647
73,685
141,935
149,807
151,649
65,404
43,981
—
—
67,864
61,065
—
—
—
—
Common/Collective trusts measured at net asset value
1,487,170
Limited Partnerships measured at net asset value
Miscellaneous
Total at June 30, 2016
280,248
8,327
—
8,327
$
3,307,047
$
1,155,720
$
137,834
$
—
—
—
—
—
—
—
—
—
—
—
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 $212,480 as of June 30, 2017 and $143,652 as of June 30,
2016.
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 the closing market price reported on the active market on which the fund is traded or at net asset
value per share 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. Mutual funds measured at fair value using the net asset value per
share practical expedient have not been categorized in the fair value hierarchy and are being presented in the tables above to
permit a reconciliation of the fair value hierarchy to the Consolidated Balance Sheet.
Common/Collective trusts primarily consist of equity and fixed income funds and are valued using the closing market price
reported on the active market on which the fund is traded or at net asset value per share. Common/Collective trust investments
can be redeemed without restriction after giving appropriate notice to the issuer. Generally, redemption of the entire investment
balance requires a 60-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. Common/Collective trusts measured at fair value using the net asset value
per share practical expedient have not been categorized in the fair value hierarchy and are being presented in the tables above to
permit a reconciliation of the fair value hierarchy to the Consolidated Balance Sheet.
55
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 either monthly or quarterly and without restriction after giving appropriate notice to the issuer.
Redemption of the entire investment balance generally requires no more than a 95-day notice period. Limited Partnerships
measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value
hierarchy and are being presented in the tables above to permit a reconciliation of the fair value hierarchy to the Consolidated
Balance Sheet.
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 matching contributions, up to a
maximum of four percent of an employee's annual compensation, are recorded as compensation expense. Participants may
direct company matching contributions to any investment option within the savings and investment 401(k) plan.
Shares held by ESOP
Company matching contributions
2017
6,911,436
2016
2015
7,728,332
8,407,858
$
57,766
$
58,922
$
63,914
In addition to shares within the ESOP, as of June 30, 2017, employees have elected to invest in 1,883,024 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 cash
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 $29,309, $25,780 and $29,570 in expense related to the
RIA in 2017, 2016 and 2015, respectively.
During 2017, the Company assumed various defined contribution plans previously sponsored by Clarcor. The Company
recognized expense of $2,199 in 2017 related to these defined contribution plans.
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.
The Company recognized $4,357, $8,754 and $4,340 in expense related to other postretirement benefits in 2017, 2016 and
2015, respectively. During 2016, the Company provided enhanced retirement benefits in connection with a plant closure,
which resulted in an increase in expense related to other postretirement benefits of $4,521.
56
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Acquisition
Special termination cost
Actuarial (gain) loss
Benefits paid
Benefit obligation at end of year
Funded status
Amounts recognized on the Consolidated Balance Sheet
Other accrued liabilities
Pensions and other postretirement benefits
Net amount recognized
Amounts recognized in Accumulated Other Comprehensive (Loss)
Net actuarial loss
Prior service credit
Net amount recognized
2017
2016
$
89,785
$
75,953
469
1,922
291
—
(8,235)
(4,299)
79,933
$
(79,933) $
591
2,834
—
4,521
10,217
(4,331)
89,785
(89,785)
(6,532) $
(73,401)
(79,933) $
(6,216)
(83,569)
(89,785)
12,828
(435)
12,393
$
$
22,914
(556)
22,358
$
$
$
$
$
$
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 2018 is $1,095 and
$(121), respectively.
The assumptions used to measure the net periodic benefit cost for postretirement benefit obligations are:
Discount rate
Current medical cost trend rate (Pre-65 participants)
Current medical cost trend rate (Post-65 participants)
Ultimate medical cost trend rate
Medical cost trend rate decreases to ultimate in year
2017
3.15%
7.35%
8.68%
4.50%
2025
2016
3.96%
7.61%
9.00%
4.50%
2025
2015
3.74%
7.75%
7.75%
5.00%
2021
The discount rate assumption used to measure the benefit obligation was 3.46 percent in 2017 and 3.15 percent in 2016.
Estimated future benefit payments for other postretirement benefits in the five years ending June 30, 2018 through 2022 are
$6,532, $6,426, $6,034, $5,870 and $5,629, respectively, and $25,142 in the aggregate for the five years ending June 30, 2023
through June 30, 2027.
A one percentage point change in assumed health care cost trend rates would not have a material effect on the benefit cost or
benefit obligation.
57
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. In addition, the Company maintains a defined contribution nonqualified
supplemental executive pension plan in which the Company is the only contributor. During 2017, 2016 and 2015, the
Company recorded expense (income) relating to these programs of $20,400, $(2,917) and $5,676, 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.
11.
Equity
Changes in accumulated other comprehensive (loss) in shareholders' equity by component:
Balance June 30, 2015
Other comprehensive (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive (loss)
Balance June 30, 2016
Other comprehensive (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive (loss)
Balance June 30, 2017
Foreign Currency
Translation
Adjustment and
Other
Retirement
Benefit Plans
$
$
$
(641,018) $
(202,444)
(659)
(844,121) $
(80,189)
(1,032)
(925,342) $
(1,097,600) $
(400,053)
114,009
(1,383,644) $
242,414
142,368
(998,862) $
Total
(1,738,618)
(602,497)
113,350
(2,227,765)
162,225
141,336
(1,924,204)
Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity during 2017:
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
Income (Expense) Reclassified
from Accumulated Other
Comprehensive (Loss)
Consolidated Statement of
Income Classification
$
$
(8,014) See Note 10
(214,284) See Note 10
(222,298)
79,930
(142,368)
Income taxes
Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity during 2016:
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
Income (Expense) Reclassified
from Accumulated Other
Comprehensive (Loss)
Consolidated Statement of
Income Classification
(7,366) See Note 10
(171,337) See Note 10
(178,703)
64,694
(114,009)
Income taxes
$
$
58
Share Repurchases - The Company has a program to repurchase its common shares. On October 22, 2014, the Board of
Directors of the Company approved an increase in the overall number of shares authorized to repurchase under the program so
that, beginning on such date, the aggregate number of shares authorized for repurchase was 35 million. There is no limitation
on the number of shares that can be repurchased in a year. Repurchases may be funded primarily from operating cash flows
and commercial paper borrowings and the shares are initially held as treasury shares. The number of common shares
repurchased at the average purchase price follows:
Shares repurchased
Average price per share
12.
Stock Incentive Plans
2017
1,976,778
2016
2015
5,121,051
11,091,759
$
133.90
$
108.87
$
125.64
The Company's 2016 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 2016
Omnibus Stock Incentive Plan is 16 million. At June 30, 2017, 14.7 million common shares were available for future issuance.
As of October 26, 2016, the Company terminated the 2009 Omnibus Stock Incentive Plan and all available shares remaining
for grant were canceled.
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, or through the issuance of
previously unissued common stock.
SARs - 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. 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 SAR award granted in 2017, 2016 and 2015 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
2017
1.4%
5.3 yrs
2.0%
28.5%
2016
1.9%
5.4 yrs
1.9%
28.7%
2015
2.0%
5.4 yrs
1.8%
32.3%
$
27.39
$
26.88
$
30.50
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.
59
SAR activity during 2017 is as follows (aggregate intrinsic value in millions):
Outstanding June 30, 2016
Granted
Exercised
Canceled
Outstanding June 30, 2017
Exercisable June 30, 2017
Number of
Shares
Weighted-
Average Exercise
Price
$
8,056,448
$
1,065,739
(2,510,398) $
(78,383) $
$
6,533,406
4,585,837
$
84.93
124.36
76.58
117.28
94.18
83.62
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic Value
5.7 years $
4.5 years $
428.8
349.4
A summary of the status and changes of shares subject to SAR awards and the related average price per share follows:
Nonvested June 30, 2016
Granted
Vested
Canceled
Nonvested June 30, 2017
Number of
Shares
Weighted-
Average Grant
Date Fair Value
$
2,037,896
1,065,739
$
(1,083,278) $
(72,788) $
$
1,947,569
29.46
27.39
30.55
27.60
27.80
At June 30, 2017, $15,194 of expense with respect to nonvested SAR awards has yet to be recognized and will be amortized
into expense over a weighted-average period of approximately 16 months. The total fair value of shares vested during 2017,
2016 and 2015 was $33,094, $34,706 and $34,064, respectively.
Information related to SAR awards exercised during 2017, 2016 and 2015 is as follows:
Net cash proceeds
Intrinsic value
Income tax benefit
2017
2,202
$
$
153,908
31,193
2016
126
$
40,612
7,188
2015
3,355
72,140
17,355
During 2017, 2016 and 2015, the Company recognized stock-based compensation expense of $28,535, $28,129 and $34,617,
respectively, relating to 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 income tax benefit was credited to income tax expense
in 2017 and to additional capital in 2016 and 2015.
Shares surrendered upon exercise of SARs: 2017 - 371,246; 2016 - 158,808; 2015 - 243,799.
RSUs - RSUs constitute an agreement to deliver shares of common stock to the participant at the end of a vesting period.
Generally, the RSUs granted to employees 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.
60
The fair value of each RSU award granted in 2017, 2016 and 2015 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:
Nonvested June 30, 2016
Granted
Vested
Canceled
Nonvested June 30, 2017
Number of
Shares
Weighted-
Average Grant
Date Fair Value
374,168
$
$
249,892
(194,844) $
(34,887) $
$
394,329
111.82
128.30
110.74
133.12
120.92
During 2017, 2016 and 2015, the Company recognized stock-based compensation expense of $23,025, $21,190 and $22,547
respectively, relating to RSU awards. At June 30, 2017, $19,915 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 24 months. The total fair
value of RSU awards vested during 2017, 2016 and 2015 was $21,576, $21,173 and $18,953, respectively. The Company
recognized an income tax benefit of $939, $870 and $704 relating to the issuance of common stock for RSU awards that vested
during 2017, 2016 and 2015, respectively.
In 2017 and 2016, 12,430 and 14,404 RSU awards, with a one-year vesting period, were granted to certain non-employee
members of the Board of Directors. Although unvested shares do not have dividend or voting rights, recipients receive a
dividend equivalent payable in common shares, equal to the cash dividend per share paid to common shareholders. In 2017
and 2016, the Company recognized expense of $1,560 and $824, respectively, with respect to these awards. At June 30, 2017,
$505 of expense with respect to nonvested RSU awards granted to the Board of Directors has yet to be recognized and will be
amortized into expense over a weighted-average period of approximately four months. During 2017, the Company recognized
an income tax benefit of $105 related to these RSU awards.
LTIP - 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 three-year performance period. No dividends or dividend equivalents are paid on
unearned shares.
Stock issued for LTIP
LTIP three-year plan
Number of shares issued
Average share value on date of issuance
Total value
2017
2014-15-16
2016
2015
2013-14-15
2012-13-14
227,707
175,291
$
$
157.07
35,766
$
$
113.91
19,967
$
$
185,063
119.06
22,034
Under the Company's 2015-16-17 LTIP, a payout of unrestricted stock will be issued in April 2018.
The fair value of each LTIP award granted in 2017, 2016 and 2015 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:
Nonvested June 30, 2016
Granted
Vested
Canceled
Nonvested June 30, 2017
61
Number of
Shares
Weighted-
Average Grant
Date Fair Value
$
813,762
248,076
$
(305,176) $
(21,918) $
$
734,744
108.37
147.87
114.00
101.86
119.56
During 2017, 2016 and 2015, the Company recorded stock-based compensation expense of $27,219, $21,150 and $38,929,
respectively, relating to the LTIP. During 2017, 2016 and 2015, the Company recognized an income tax benefit of $1,701,
$3,119 and $5,373, respectively, relating to the LTIP.
Shares surrendered in connection with the LTIP: 2017 - 113,074; 2016 - 78,173; 2015 - 42,394.
Restricted Shares - In 2015, 12,716 restricted shares were issued to non-employee members of the Board of Directors.
Transferability of the restricted shares is restricted for one to three years following issuance, and they vest ratably, on an annual
basis, over the term of office of the director. The fair value of the restricted shares was based on the fair market value of the
Company's common stock on the date of grant. During 2016 and 2015, the Company recognized expense of $468 and $1,401,
respectively, related to the restricted shares. During 2016 and 2015, the Company recognized a tax cost of $(32) and $(3),
respectively, related to restricted shares.
13.
Shareholders' Protection Rights Agreement
The Company's Shareholders Protection Rights Agreement dated as of February 8, 2007, between the Company and Wells
Fargo Bank, N.A. (as successor to National City Bank), as Rights Agent, expired on its own terms on February 17, 2017, and
was not renewed or replaced.
14.
Research and Development
Research and development costs amounted to $336,675 in 2017, $359,796 in 2016 and $403,085 in 2015. 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 $65,292 in 2017, $57,999 in 2016 and $57,799 in 2015. These costs are included in the total research
and development cost for each of the respective years.
15.
Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities and other
investments, accounts receivable and long-term investments 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, accounts receivable,
accounts payable, trade and notes payable approximate fair value.
Marketable securities and other investments include deposits, which are recorded at cost, and investments classified as
available-for-sale, which are recorded at fair value with unrealized gains and losses recorded in accumulated other
comprehensive (loss). Gross unrealized gains and losses were not material as of June 30, 2017 and 2016. Substantially all of
the available-for-sale investments in an unrealized loss position have been in that position for less than 12 months. There were
no facts or circumstances that indicated the unrealized losses were other than temporary.
The contractual maturities of available-for-sale investments at June 30, 2017 and 2016 are as follows:
Less than one year
One to three years
Over three years
June 30, 2017
June 30, 2016
Amortized Cost
Fair Value
Amortized Cost
Fair Value
$
690
$
693
$
29,960
$
7,865
2,108
7,924
2,113
144,100
34,276
29,990
144,625
34,275
Actual maturities of available-for-sale investments may differ from their contractual maturities as the Company has the ability
to liquidate the available-for-sale investments after giving appropriate notice to the issuer.
62
The carrying value of long-term debt and estimated fair value of long-term debt at June 30 are as follows:
Carrying value of long-term debt
Estimated fair value of long-term debt
$
2017
5,383,343
5,645,529
$
2016
2,733,140
3,133,989
The fair value of long-term debt was determined based on observable market prices in the active market in which the security is
traded and is classified within level 2 of the fair value hierarchy.
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 Senior Notes due 2025, Euro bonds, which matured in November 2015, and Japanese Yen credit facility, which
matured in March 2017, have each been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.
The translation of the Senior Notes due 2025, Euro bonds and Japanese Yen credit facility into U.S. dollars is recorded in
accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or substantially
liquidated.
Derivative financial instruments are recognized on the Consolidated Balance Sheet as either assets or liabilities and are
measured at fair value.
The location and fair value of derivative financial instruments reported in the Consolidated Balance Sheet are as follows:
Net investment hedges
Cross-currency swap contracts
Cash flow hedges
Costless collar contracts
Costless collar contracts
Balance Sheet Caption
2017
2016
Other assets
$
15,135
$
24,771
Non-trade and notes receivable
Other accrued liabilities
430
2,027
—
8,368
The cross-currency swap and costless collar contracts are reflected on a gross basis in the Consolidated Balance Sheet. The
Company has not entered into any master netting arrangements.
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 (loss) in the Consolidated Balance Sheet until the hedged item is recognized in earnings.
The cross-currency swap contracts have been designated as hedging instruments. The costless collar contracts have not been
designated as hedging instruments and are considered to be economic hedges of forecasted transactions.
Gains or losses on derivative financial instruments that were recorded in the Consolidated Statement of Income during 2017,
2016 and 2015 were not material.
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
$
2017
(6,003) $
(16,175)
2016
6,869
(8,180)
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 2017, 2016 and 2015.
63
A summary of financial assets and liabilities that were measured at fair value on a recurring basis at June 30, 2017 and 2016 are
as follows:
Assets:
Equity securities
Corporate bonds
Asset-backed and mortgage-backed securities
Derivatives
Investments measured at net asset value
Liabilities:
Derivatives
Assets:
Equity securities
Government bonds
Corporate bonds
Asset-backed and mortgage-backed securities
Derivatives
Investments measured at net asset value
Liabilities:
Derivatives
Quoted Prices
In
Active
Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
June 30, 2017
$
3,008
$
3,008
$
5,968
4,762
16,496
7,073
16,064
5,968
—
—
—
— $
—
4,762
16,496
16,064
—
—
—
—
—
Quoted Prices
In
Active
Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
June 30, 2016
$
$
1,296
15,764
184,380
8,746
25,303
361,770
$
1,296
15,764
184,380
—
—
— $
—
—
8,746
25,303
13,028
—
13,028
—
—
—
—
—
—
The fair values of the equity securities, government bonds, corporate bonds and asset-backed and mortgage-backed securities
are determined using the closing market price reported in the active market in which the fund is traded or the market price for
similar assets that are traded in an active market.
Derivatives consist of forward exchange, costless collar and cross-currency swap contracts, the fair values of which are
calculated using market observable inputs including both spot and forward prices for the same underlying currencies. The
calculation of fair value of the cross-currency swap contracts also utilizes a present value cash flow model that has been
adjusted to reflect the credit risk of either the Company or the counterparty.
Investments measured at net asset value primarily consist of investments in fixed income mutual funds, which are measured at
fair value using the net asset value per share practical expedient. These investments have not been categorized in the fair value
hierarchy and are presented in the table above to permit reconciliation of the fair value hierarchy to the Consolidated Balance
Sheet. The Company has the ability to liquidate these investments after giving appropriate notice to the issuer.
The primary investment objective for all investments is the preservation of principal and liquidity while earning income.
There are no other financial assets or financial 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.
64
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, 2017, the Company had an accrual of $20,810 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 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 $20.8 million to a maximum of
$83.3 million. The largest range for any one site is approximately $7.4 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.
17.
Quarterly Information (Unaudited)
2017
Net sales
Gross profit
Net income attributable to common
shareholders
Diluted earnings per share
2016
Net sales
Gross profit
Net income attributable to common
shareholders
Diluted earnings per share
$
1st
2,743,131
637,125
$
2nd
2,670,804
626,320
$
3rd
3,119,139
735,349
4th
3,496,238
Total
$ 12,029,312
$
841,556
2,840,350
210,129
1.55
241,305
1.78
238,673
1.75
293,305
2.15
983,412
7.25
1st
2nd
3rd
4th
Total
$
2,869,348
$
2,705,590
$
2,828,665
$
2,957,150
$ 11,360,753
668,444
564,966
619,264
684,695
2,537,369
194,978
1.41
182,982
1.33
187,084
1.37
241,796
1.77
806,840
5.89
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.
65
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
ITEM 9A. Controls and Procedures. The Company carried out an evaluation, under the supervision and with the
participation of the Company’s management, including the Company’s principal executive officer and principal financial
officer, of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2017. Based on this evaluation,
the Company’s principal executive officer and principal financial officer concluded that, as of June 30, 2017, the Company’s
disclosure controls and procedures were effective.
There was no change in the Company’s internal control over financial reporting during the quarter ended June 30,
2017 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
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, 2017. We have excluded three entities
from our evaluation of internal control over financial reporting as of June 30, 2017 because these entities were acquired in
purchase business combinations during the year ended June 30, 2017. On a combined basis, the entities represent
approximately 32.0 percent of total assets and 4.7 percent of net sales as of and for the fiscal year ended June 30, 2017. In
making this assessment, we used the criteria established by the Committee of Sponsoring Organizations of the Treadway
Commission in “Internal Control-Integrated Framework (2013).” We concluded that based on our assessment, the Company's
internal control over financial reporting was effective as of June 30, 2017.
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, 2017,
which is included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 9B. Other Information. None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance. Information required with respect to the
Directors of the Company is set forth under the caption "Item I – Election of Directors" in the definitive Proxy Statement for
the Company’s 2017 Annual Meeting of Shareholders, to be held October 25, 2017 (the "2017 Proxy Statement"), and is
incorporated herein by reference. Information with respect to the executive officers of the Company is included in Part I,
Item 1C of this Annual Report on Form 10-K under the caption "Executive Officers of the Registrant."
The information set forth under the caption "Other Governance Matters - Section 16(a) Beneficial Ownership Reporting
Compliance" in the 2017 Proxy Statement is incorporated herein by reference.
The Company has adopted a Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial
Officer and Controller. The Global Code of Business Conduct is posted on the Company’s investor relations internet website at
www.phstock.com under the Corporate Governance page. Any amendment to, or waiver from, a provision of the Company’s
Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be
posted at www.phstock.com under the Corporate Governance page.
The information set forth under the captions "Committees of Our Board of Directors - The Audit Committee" and
"Report of the Audit Committee" in the 2017 Proxy Statement is incorporated herein by reference.
ITEM 11. Executive Compensation. The information set forth under the captions "Compensation Discussion and
Analysis," "Compensation Committee Report," and "Compensation Tables" in the 2017 Proxy Statement is incorporated herein
by reference.
66
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information set forth under the captions "Principal Shareholders" in the 2017 Proxy Statement is incorporated herein by
reference.
Equity Compensation Plan Information. The following table sets forth certain information regarding the Company's
equity compensation plans as of June 30, 2017, unless otherwise indicated.
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
Equity compensation
plans
8,436,447 (1)
—
8,436,447
$95.75
—
$95.75
24,681,693 (2)
—
24,681,693
(1)
Includes the maximum future payouts of common stock that may be issued under the calendar year
2015-16-17, 2016-17-18 and 2017-18-19 long term incentive performance awards, or LTIP Awards. For these LTIP
Awards, payouts will be determined based on our achieving an average return on average equity of 4% or an
average free cash flow margin of 4%. If these performance measures are achieved, the participants will be eligible
to receive the maximum payout of 200%. The Human Resources and Compensation Committee will then compare
our performance to that of a group of our peers and, if appropriate, apply its discretion to reduce the final payouts
based on any performance measures that the Committee determines to be appropriate.
The maximum number of shares of our common stock that may be issued under the 2016 Omnibus Stock
(2)
Incentive Plan is 16 million shares of which approximately 14.7 million shares are available for future issuance. As
of October 26, 2016, the Company terminated the 2009 Omnibus Stock Incentive Plan and all available shares
remaining for grant were canceled. The maximum number of shares that may be issued under the Global Employee
Stock Purchase Plan is 10 million shares of which approximately 9.9 million shares are still available for future
issuance.
67
ITEM 13. Certain Relationships and Related Transactions, and Director Independence. The information set forth
under the captions "Other Governance Matters - Review and Approval of Transactions with Related Persons" and "Corporate
Governance: Board of Directors - Director Independence" in the 2017 Proxy Statement is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services. The information set forth under the captions "Audit Fees," "Audit-
Related Fees," "Tax Fees," "All Other Fees" and "Audit Committee Pre-Approval Policies and Procedures" in the 2017 Proxy
Statement is incorporated herein by reference.
68
PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
a. The following are filed as part of this report:
1. Financial Statements
Consolidated Statement of Income
Consolidated Statement of Comprehensive Income
Business Segment Information
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Equity
Notes to Consolidated Financial Statements
2. Schedule
II - Valuation and Qualifying Accounts
3. Exhibits
Page Number
in Form 10-K
32
33
34
36
37
38
39
71
The exhibits listed in the accompanying Exhibit Index and required by
Item 601 of Regulation S-K (numbered in accordance with Item 601 of
Regulation S-K) are filed, furnished or incorporated by reference as part of this
Annual Report on Form 10-K.
Individual financial statements and related applicable schedules for the Registrant (separately) have been omitted because
the Registrant is primarily an operating company and its subsidiaries are considered to be wholly-owned.
69
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
PARKER-HANNIFIN CORPORATION
By:
/s/ Catherine A. Suever
Catherine A. Suever
Executive Vice President - Finance &
Administration and Chief Financial Officer
August 25, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
Signature and Title
THOMAS L. WILLIAMS, Chairman of the Board of Directors and Principal Executive Officer; TODD M. LEOMBRUNO,
Principal Accounting Officer; LEE C. BANKS, Director; ROBERT G. BOHN, Director; LINDA S. HARTY, Director;
ROBERT J. KOHLHEPP, Director; KEVIN A. LOBO, Director; KLAUS-PETER MÜLLER, Director; CANDY M. OBOURN,
Director; JOSEPH SCAMINACE, Director; WOLFGANG R. SCHMITT, Director; ÅKE SVENSSON, Director; JAMES R.
VERRIER, Director; and JAMES L. WAINSCOTT, Director.
Date: August 25, 2017
/s/ Catherine A. Suever
Catherine A. Suever, Executive Vice President –
Finance & Administration and Chief Financial
Officer (Principal Financial Officer and
Attorney-in-Fact)
70
PARKER-HANNIFIN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED June 30, 2015, 2016 and 2017
(Dollars in Thousands)
Column A
Description
Allowance for doubtful accounts:
Year ended June 30, 2015
Year ended June 30, 2016
Year ended June 30, 2017
Deferred tax asset valuation allowance:
Year ended June 30, 2015
Year ended June 30, 2016
Year ended June 30, 2017
Column B
Balance at
Beginning
Of Period
Column C
Additions
Charged to
Costs and
Expenses
Column D
Column E
Other
(Deductions)/
Additions (A)
Balance
At End
Of Period
$
$
$
$
$
$
16,040
9,284
8,010
348,837
330,006
332,708
$
$
$
$
$
$
2,685
1,419
3,559
$
$
$
(18,831) $
$
2,702
$
349,803
(9,441) $
(2,693) $
$
2,767
— $
— $
$
1,568
9,284
8,010
14,336
330,006
332,708
684,079
(A)
For allowance for doubtful accounts, net balance is comprised of deductions due to uncollectible accounts charged off,
additions due to acquisitions or recoveries, and currency translation adjustments. For deferred tax asset valuation
allowance, the balance primarily represents adjustments due to acquisitions.
71
Exhibit Index
Exhibit No. Description of Exhibit
(2)(a)
Agreement and Plan of Merger among Parker-Hannifin Corporation, CLARCOR, Inc. and Parker Eagle
Corporation dated as of December 1, 2016, incorporated by reference to Exhibit 2.1 of Registrant's Form
8-K filed with the SEC on December 1, 2016 (Commission File No. 1-4982). +
(3)(a)
(3)(b)
(4)(a)
(4)(b)
(10)(a)
(10)(b)
(10)(c)
(10)(d)
(10)(e)
(10)(f)
(10)(g)
(10)(h)
Articles of Incorporation and By-Laws:
Amended Articles of Incorporation, incorporated by reference to Exhibit 3(a) to Registrant's Report on
Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
Code of Regulations, as amended, incorporated by reference to Exhibit 3(b) to Registrant’s Report on
Form 10-Q for the quarterly period ended September 30, 2016 (Commission File No. 1-4982).
Instruments Defining Rights of Security Holders:
Registration Rights Agreement, dated February 24, 2017, among Registrant and Morgan Stanley & Co.
LLC and Citigroup Global Markets Inc., as Representatives of the Initial Purchasers, incorporated by
reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K filed with the SEC on February 28,
2017 (Commission File No. 1-4982).
Registration Rights Agreement, dated February 24, 2017, among Registrant and the Initial Purchasers (as
defined therein), incorporated by reference to Exhibit 4.2 of Registrant's Current Report on Form 8-K filed
with the SEC on February 28, 2017 (Commission File No. 1-4982).
The Registrant is a party to other instruments, copies of which will be furnished to the Commission upon
request, defining the rights of holders of its long-term debt identified in Note 9 of the Notes to
Consolidated Financial Statements included within Part II, Item 8 of this Annual Report on Form 10-K.
Material Contracts:
Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance Agreement
entered into by Registrant and its executive officers, incorporated by reference to Exhibit 10(a) to
Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File
No. 1-4982).
Form of Parker-Hannifin Corporation Change in Control Severance Agreement for executive officers
elected after September 1, 2015 at or above Grade 29, incorporated by reference to Exhibit 10(c) to
Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
Form of Parker-Hannifin Corporation Change in Control Severance Agreement for executive officers
elected after September 1, 2015 below Grade 29, incorporated by reference to Exhibit 10(d) to Registrant's
Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated Change in Control Severance Plan, incorporated by
reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September
30, 2008 (Commission File No. 1-4982).
Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers,
incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-K for the fiscal year ended
June 30, 2003 (Commission File No. 1-4982).
Description of the Parker-Hannifin Corporation Officer Life Insurance Plan, incorporated by reference to
Exhibit 10(h) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2005 (Commission
File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits
Program, effective July 1, 2014, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form
10-Q for the quarterly period ended March 31, 2016 (Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive
Retirement Program, effective January 22, 2015, incorporated by reference to Exhibit 10(c) to Registrant’s
Report on Form 10-Q for the quarterly period ended December 31, 2015 (Commission File No. 1-4982).
72
(10)(aa)
(10)(bb)
(10)(cc)
(10)(dd)
(10)(ee)
(10)(ff)
(10)(gg)
(10)(hh)
(10)(ii)
(10)(jj)
(10)(kk)
(10)(ll)
Form of Parker-Hannifin Corporation Long-Term Incentive Performance (LTIP) Award Under the
Performance Bonus Plan, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K
filed with the Commission on February 1, 2011 (Commission File No. 1-4982).
Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan,
as amended and restated, effective January 20, 2016, incorporated by reference to Exhibit 10(aa) to
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission file No.
1-4982).
Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Performance Plan
Under the Performance Bonus Plan, as amended and restated, incorporated by reference to Exhibit 10(bb)
to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission file
No. 1-4982).
Parker-Hannifin Corporation Restricted Stock Unit Award Agreement dated August 17, 2016 for Lee C.
Banks, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly
period ended September 30, 2014 (Commission File No. 1-4982).
Parker-Hannifin Corporation Restricted Stock Unit Terms and Conditions for Lee C. Banks, incorporated
by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended
September 30, 2014 (Commission File No. 1-4982).
Parker-Hannifin Corporation Profitable Growth Incentive Plan, incorporated by reference to Exhibit 10(c)
to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File
No. 1-4982).
Form of Notice of RONA Bonus Award Under the Parker-Hannifin Corporation Performance Bonus Plan,
incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-Q for the quarterly period
ended September 30, 2009 (Commission File No. 1-4982).
Parker-Hannifin Corporation RONA Plan Subject to Performance Bonus Plan, incorporated by reference to
Exhibit 10(f) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010
(Commission File No. 1-4982).
Parker-Hannifin Corporation Summary of RONA Bonus Awards in Lieu of Certain Executive Perquisites,
incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-Q for the quarterly period
ended September 30, 2008 (Commission File No. 1-4982).
Parker-Hannifin Corporation amended and restated Savings Restoration Plan, as of September 1, 2004,
incorporated by reference to Exhibit 10(t) to Registrant’s Report on Form 10-K for the fiscal year ended
June 30, 2004 (Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan, effective January 1, 2016,
incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period
ended December 31, 2016 (Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan, effective July 1, 2016,
incorporated by reference to Exhibit 10(mm) to Registrant's Report on Form 10-K for the fiscal year ended
June 30, 2016 (Commission File No. 1-4982).
(10)(mm) Parker-Hannifin Corporation amended and restated Executive Deferral Plan, as of September 1, 2004,
incorporated by reference to Exhibit 10(v) to Registrant’s Report on Form 10-K for the fiscal year ended
June 30, 2004 (Commission File No. 1-4982).
(10)(nn)
(10)(oo)
Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan, effective September 2, 2015,
incorporated by reference to Exhibit 10(pp) to Registrant's Report on Form 10-K for the fiscal year ended
June 30, 2016 (Commission File No. 1-4982).
Parker-Hannifin Corporation Global Employee Stock Purchase Plan, incorporated by reference to
Appendix A to Registrant's Definitive Proxy Statement filed with the SEC on September 22, 2014
(Commission File No. 1-4982).
(10)(pp)
Parker-Hannifin Corporation Claw-back Policy, incorporated by reference to Exhibit 10.2 to Registrant’s
Report on Form 8-K filed with the SEC on August 18, 2009 (Commission File No. 1-4982).
(10)(qq)
Parker-Hannifin Corporation Amended and Restated 2004 Non-Employee Directors’ Stock Incentive Plan,
incorporated by reference to Exhibit 10(aa) to Registrant’s Report on Form 10-K for the fiscal year ended
June 30, 2009 (Commission File No. 1-4982).
74
(10)(i)
(10)(j)
(10)(k)
(10)(l)
Summary of the Parker-Hannifin Corporation Executive Disability Insurance Plan, incorporated by
reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016
(Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan, incorporated by reference
to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010
(Commission File No. 1-4982).
Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive Plan, incorporated by
reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the Commission on
September 24, 2012 (Commission File No. 1-4982).
Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan, incorporated by reference to Annex B to
Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 2016
(Commission File No. 1-4982).
(10)(m)
Parker-Hannifin Corporation First amendment to 2016 Omnibus Stock Incentive Plan, effective April 1,
2017, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly
period ended March 31, 2017 (Commission File No. 1-4982).
(10)(n)
(10)(o)
(10)(p)
(10)(q)
(10)(r)
(10)(s)
(10)(t)
(10)(u)
(10)(v)
(10)(w)
(10)(x)
(10)(y)
(10)(z)
Parker-Hannifin Corporation 2010 Performance Bonus Plan, incorporated by reference to Annex A to
Registrant’s Definitive Proxy Statement filed with the Commission on September 27, 2010 (Commission
File No. 1-4982).
Parker-Hannifin Corporation 2015 Performance Bonus Plan, incorporated by reference to Appendix B to
Registrant’s Definitive Proxy Statement filed with the Commission on September 28, 2015 (Commission
File No. 1-4982).
Form of 2007 Notice of Grant of Stock Options with Tandem Stock Appreciation Rights for executive
officers, incorporated by reference to Exhibit 10.3 to Registrant’s Report on Form 8-K filed with the SEC
on August 22, 2006 (Commission File No. 1-4982).
Form of 2008 Notice of Grant of Stock Options with Tandem Stock Appreciation Rights for executive
officers, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K/A filed with the
SEC on September 5, 2007 (Commission File No. 1-4982).
Form of 2009 Notice of Stock Options Award with Tandem Stock Appreciation Rights for Executive
Officers, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly
period ended September 30, 2008 (Commission File No. 1-4982).
Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for Executive Officers,
incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period
ended September 30, 2009 (Commission File No. 1-4982).
Form of 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive
officers, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC
on August 17, 2010 (Commission File No. 1-4982).
2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers,
incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed with the SEC on August
17, 2010 (Commission File No. 1-4982).
Form of Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers,
incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period
ended September 30, 2011 (Commission File No. 1-4982).
Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers,
incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period
ended September 30, 2011 (Commission File No. 1-4982).
Parker-Hannifin Corporation Target Incentive Plan, incorporated by reference to Exhibit 10(d) to
Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File
No. 1-4982).
Parker-Hannifin Corporation Target Incentive Plan Subject to Performance Bonus Plan, incorporated by
reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September
30, 2010 (Commission File No. 1-4982).
Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan,
incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period
ended March 31, 2013 (Commission File No. 1-4982).
73
(10)(rr)
(10)(ss)
(10)(tt)
(10)(uu)
(12)
(21)
(23)
(24)
(31)(a)
(31)(b)
(32)
Form of Parker-Hannifin Corporation Non-Employee Directors' Restricted Stock Unit Award Agreement,
incorporated by reference to Exhibit 10(g) to Registrant's Report on Form 10-Q for the quarterly period
ended December 31, 2015 (Commission File No. 1-4982).
Parker-Hannifin Corporation Non-Employee Directors' Restricted Stock Unit Award Terms and
Conditions, incorporated by reference to Exhibit 10(h) to Registrant's Report on Form 10-Q for the
quarterly period ended December 31, 2015 (Commission File No. 1-4982).
Amended and Restated Deferred Compensation Plan for Directors of Parker-Hannifin Corporation,
effective January 22, 2015, incorporated by reference to Exhibit 10(i) to Registrant's Report on Form 10-Q
for the quarterly period ended December 31, 2015 (Commission File No. 1-4982).
Summary of the Compensation of the Non-Employee Members of the Board of Directors, effective
October 26, 2016, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the
quarterly period ended September 30, 2016 (Commission File No. 1-4982).
Computation of Ratio of Earnings to Fixed Charges as of June 30, 2017.*
List of subsidiaries of Registrant.*
Consent of Independent Registered Public Accounting Firm.*
Power of Attorney.*
Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to
§302 of the Sarbanes-Oxley Act of 2002.*
Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to
§302 of the Sarbanes-Oxley Act of 2002.*
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act
of 2002.*
101.INS
XBRL Instance Document.*
101.SCH XBRL Taxonomy Extension Schema Document.*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.*
+
any omitted exhibits and schedules upon request.
Certain schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of
*
Submitted electronically herewith.
Attached as Exhibit 101 to this Annual Report are the following formatted in XBRL (Extensible Business Reporting
Language): (i) Consolidated Statement of Income for the years ended June 30, 2017, 2016 and 2015, (ii) Consolidated
Statement of Comprehensive Income for the years ended June 30, 2017, 2016 and 2015, (iii) Consolidated Balance Sheet at
June 30, 2017 and 2016, (iv) Consolidated Statement of Cash Flows for the years ended June 30, 2017, 2016 and 2015,
(v) Consolidated Statement of Equity for the years ended June 30, 2017, 2016 and 2015, and (vi) Notes to Consolidated
Financial Statements.
Shareholders may request a copy of any of the exhibits to this Annual Report on Form 10-K by writing to the Secretary, Parker-
Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141.
75
Exhibit 31(a)
CERTIFICATIONS
I, Thomas L. Williams, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Parker-Hannifin Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the
periods presented in this report;
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred
during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control
over financial reporting; and
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant’s internal control over financial reporting.
Date: August 25, 2017
/s/ Thomas L. Williams
Thomas L. Williams
Chief Executive Officer
Exhibit 31(b)
CERTIFICATIONS
I, Catherine A. Suever, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Parker-Hannifin Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this report;
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, 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;
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred
during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control
over financial reporting; and
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the Registrant’s internal control over financial reporting.
Date: August 25, 2017
/s/ Catherine A. Suever
Catherine A. Suever
Executive Vice President – Finance &
Administration and Chief Financial Officer
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
connection with the filing of the Annual Report on Form 10-K of Parker-Hannifin Corporation (the “Company”) for the fiscal
year ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the
undersigned officers of the Company certifies, that, to such officer’s knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company as of the dates and for the periods expressed in the Report.
Dated: August 25, 2017
/s/ Thomas L. Williams
Name: Thomas L. Williams
Title: Chief Executive Officer
/s/ Catherine A. Suever
Name: Catherine A. Suever
Title: Executive Vice President-Finance &
Administration and Chief Financial Officer
“Our success is founded on fair dealing, hard work,
coordination of effort, and quality products.”
- Art Parker
With Appreciation
Jon P. Marten
Daniel S. Serbin
The Board of Directors and Management of Parker Hannifin
acknowledge the retirement of Jon P. Marten after 30 years
of dedicated service. As Executive Vice President - Finance
and Administration and Chief Financial Officer, Mr. Marten
demonstrated outstanding financial and strategic leadership
and helped the company to navigate a period of significant
growth and transformation. He is noted for playing a key
role in the creation of the new Win Strategy, serving as the
company’s voice to the investment community and his
dedication to preserving Parker’s reputation and financial
strength during the course of his outstanding career.
The Board of Directors and Management of Parker
Hannifin acknowledge the retirement of Daniel S. Serbin
after 35 years of dedicated service. As Executive Vice
President - Human Resources and External Affairs, Mr.
Serbin led the human resources function globally and also
had responsibility for global benefits and compensation
and learning and development. He played a leadership
role during a time of considerable growth for Parker,
always advocating for and preserving the distinct culture
that enabled the company to sustain success over many
years. Mr. Serbin will be remembered for his truly genuine
nature, for building influential relationships and helping to
develop many talented Parker team members during his
distinguished career.
John R. Greco
John G. Dedinsky
The Board of Directors and Management of Parker
Hannifin acknowledge the retirement of John R. Greco
after 40 years of dedicated service. As Vice President and
President - Instrumentation Group, Mr. Greco was critical
in overseeing the successful integration of the Climate
and Industrial Controls Group and the establishment
of a new operating structure and vision for growth in
Instrumentation. He positioned the group for future growth
by helping to facilitate several key acquisitions, and serving
as a dedicated advocate for the implementation of the new
Win Strategy as a driver of operational excellence.
The Board of Directors and Management of Parker
Hannifin acknowledge the retirement of John G. Dedinsky
after 38 years of dedicated service. As Vice President
- Global Supply Chain and Procurement, Mr. Dedinsky
delivered significant value through a procurement
philosophy focused on strategic, long-term agreements
and supplier improvement initiatives, and played a key role
in the implementation of the new Win Strategy. Under his
leadership, Parker’s supply chain organization was optimized
to help the company drive growth, better serve its partners
and provide a premier customer experience. Mr. Dedinsky is
noted for his passionate approach to his work and commitment
to developing and supporting his team members.
BOARD OF
DIRECTORS
THOMAS L. WILLIAMS
Chairman and Chief Executive Officer
Parker-Hannifin Corporation
LEE C. BANKS
President and Chief Operating Officer
Parker-Hannifin Corporation
ROBERT G. BOHN
Former Chairman and Chief Executive Officer
Oshkosh Corporation (specialty vehicles)
LINDA S. HARTY
Former Treasurer
Medtronic plc (medical technology)
ROBERT J. KOHLHEPP
Former Chairman
Cintas Corporation (uniform rental)
KEVIN A. LOBO
Chairman, Chief Executive Officer and President
Stryker Corporation (medical technologies)
KLAUS-PETER MÜLLER
Chairman of the Supervisory Board
Commerzbank AG (international banking)
CANDY M. OBOURN
Chairman
Isoflux Incorporated (coatings technologies)
JOSEPH SCAMINACE
Former Chairman and Chief Executive Officer
OM Group, Inc. (metal-based specialty chemicals)
WOLFGANG R. SCHMITT
Former Chief Executive Officer
Trends 2 Innovation (strategic growth consultants)
ÅKE SVENSSON
Chairman
Swedavia AB (transport infrastructure)
JAMES R. VERRIER
President, Chief Executive Officer and Director
BorgWarner Inc. (powertrain solutions)
JAMES L. WAINSCOTT
Former Chairman, Chief Executive Officer
and President
AK Steel Holding Corporation (steel producer)
INVESTOR
INFORMATION
ANNUAL MEETING
The 2017 Annual Meeting of Shareholders will be
held on Wednesday, October 25, 2017, at Parker-
Hannifin Global Headquarters, 6035 Parkland Blvd.,
Cleveland, Ohio 44124-4141, at 9:00 a.m. EDT.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Deloitte & Touche, LLP, Cleveland, Ohio
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
STOCK INFORMATION
New York Stock Exchange
Ticker symbol: PH
www.phstock.com
PARKER CORPORATE HEADQUARTERS
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
216 896 3000
INVESTOR CONTACT
ROBIN J. DAVENPORT
Vice President - Corporate Finance
216 896 2265
rjdavenport@parker.com
Comparison of 5-Year Cumulative Total Return*
Among Parker-Hannifin Corporation, the S&P 500 Index and the
S&P Industrials Index
Parker-Hannifin Corporation
S&P 500
S&P Industrials
$250
200
150
100
50
6/12
6/13
6/14
6/15
6/16
6/17
2012
2013
2014
2015
2016
2017
Parker-Hannifin Corporation 100.00
100.00
S&P 500
100.00
S&P Industrials
126.56
120.60
122.26
169.53
150.27
157.20
159.94
161.43
160.92
152.14
167.87
172.26
229.28
197.92
210.61
*$100 invested on 6/30/12 in stock or index, including reinvestment of dividends.
Fiscal year ending June 30.
Copyright© 2017 Standard & Poor’s, a division of S&P Global. All rights reserved.
OFFICERS &
EXECUTIVE
MANAGEMENT
THOMAS L. WILLIAMS
Chairman and Chief Executive Officer
LEE C. BANKS
President and Chief Operating Officer
CATHERINE A. SUEVER
Executive Vice President - Finance & Administration
and Chief Financial Officer
MARK J. HART
Executive Vice President - Human Resources and
External Affairs
ROBERT W. BOND
Vice President
WILLIAM “SKIP” BOWMAN
Vice President and President -
Instrumentation Group
YOON “MICHAEL” CHUNG
Vice President - eBusiness, IoT and Services
THOMAS C. GENTILE
Vice President - Global Supply Chain and
Procurement
WILLIAM G. ELINE
Vice President - Chief Information Officer
KURT A. KELLER
Vice President and President - Asia Pacific Group
TODD M. LEOMBRUNO
Vice President and Controller
JOSEPH R. LEONTI
Vice President, General Counsel and Secretary
ROBERT W. MALONE
Vice President and President - Filtration Group
M. CRAIG MAXWELL
Vice President - Chief Technology and
Innovation Officer
JENNIFER A. PARMENTIER
Vice President and President -
Engineered Materials Group
ANDREW D. ROSS
Vice President and President -
Fluid Connectors Group
ROGER S. SHERRARD
Vice President and President - Aerospace Group
ANDREW M. WEEKS
Vice President and President - Motion Systems
Group
JOACHIM GUHE
President - Europe, Middle East and Africa
(EMEA) Group
CANDIDO LIMA
President - Latin America Group
ROBIN J. DAVENPORT
Vice President - Corporate Finance
MICHAEL J. O’HARA
Vice President - Global Sales and Marketing
Global Technology Platforms
Motion Systems
Flow & Process Control
Product Groups
Motion Systems
Key Markets
Aerial lift
Agriculture
Battery energy storage
Construction machinery
Entertainment
Factory automation
Forestry
Industrial machinery
Machine tools
Marine
Material handling
Microelectronics
Mining
Oil & gas
Packaging
Power generation
Recreational vehicles
Refuse vehicles
Renewable energy
Transportation
Truck hydraulics
Turf equipment
© 2017 PARKER HANNIFIN CORPORATION
Fluid Connectors
Instrumentation
Key Products
Accumulators
Air regulators/filters
Cartridge valves
Coolers
Electric actuators & stages
Electrohydraulic actuators
Electronic displays & human
machine interfaces
Electronic I/O controllers
Fan drives
Grippers
Hydraulic cylinders
Hydraulic motors & pumps
Hydraulic systems
Hydraulic valves & controls
Hydrostatic steering units
Integrated hydraulic circuits
Intensifiers
Inverters
Motion controllers
Pneumatic control valves
Pneumatic cylinders
Power take-offs
Power units
Pressure & flow controls
Rotary actuators
Sensors
Servo motors & drives
Telematic controllers
Vacuum
Variable frequency drives
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
Diagnostic equipment
Hose couplings
Industrial hose
Low pressure fittings & adapters
Polytetrafluoroethylene (PTFE)
hose & tubing
Quick couplings
Rubber & thermoplastic hose
Tube fittings & adapters
Tubing & plastic fittings
Key Markets
Air conditioning
Alternative fuels
Biopharmaceuticals
Chemical
Diesel engine
Food & beverage
Industrial machinery
Life sciences
Microelectronics
Mining
Oil & gas
Packaging
Pharmaceuticals
Power generation
Refining
Refrigeration
Transportation
Water/wastewater
Key Products
Accumulators
Analytical instruments & sample
conditioning systems
Carbon dioxide controls
Compressed natural gas dispensers
Cryogenic valves
Electronic controllers
Electronic valves
Filter driers
Fluid system and control fittings,
meters, valves, regulators & manifold
valves
Fluoropolymer chemical delivery
fittings, valves & pumps
High-pressure fittings, valves,
pumps & systems
High-purity gas delivery fittings,
valves & regulators
MInature valves & pumps
Natural gas on-board fuel systems
Pressure regulating valves
Refrigeration & air conditioning
electronic controls & monitoring
Solenoid valves
Filtration & Engineered Materials
Aerospace
Filtration
Engineered Materials
Aerospace
Key Markets
Agriculture
Aerospace & defense
Construction
Food & beverage
Heating, ventilation & air conditioning
(HVAC)
Industrial machinery
Life sciences
Marine
Mining
Oil & gas
Power generation
Renewable energy
Transportation
Water purification
Key Products
Aerospace filters & systems
Air pollution control & dust collection
systems & filters
Compressed air & gas treatment
solutions
Engine fuel, oil, air & closed crankcase
ventilation filtration systems
Filtration & purification systems
Fluid condition monitoring systems
Gas turbine air inlet filters
HVAC filters
Hydraulic & lubrication filters & systems
Industrial & analytical gas generators
Instrumentation filters
Membrane, fiber & sintered metal
filters
Natural gas filters
Process liquid, air & gas filters
Sterile air filters
Water 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
Electromagnetic interference 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
Commercial transports
Engines
General & business 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
Pneumatic control components
Power conditioning & management
systems
Thermal management
Wheels & brakes
UNMATCHED
BREADTH OF
TECHNOLOGY &
ENGINEERING
EXPERTISE
Parker Hannifin Corporation
6035 Parkland Boulevard, Cleveland, Ohio 44124-4141
216 896 3000 www.parker.com