PARKER HANNIFIN
ANNUAL REPORT
2024
Other 5%
Aerospace &
Defense 33%
In-Plant & Industrial
Equipment 20%
Transportation 15%
Off-Highway 15%
Energy 8%
HVAC/R 4%
~$20B
Revenue
A Different Parker
Through strategic acquisitions, and
continued application of our
business system, The Win
StrategyTM, Parker has transformed
its portfolio into one that has
greater balance and resiliency.
More than 90% of Parker’s revenue
comes from six market verticals.
The strength of the portfolio was
evident in fiscal year 2024 as our
biggest market, aerospace and
defense, experienced significant
growth.
Our portfolio of interconnected technologies positions Parker to benefit from secular growth trends
that are embedded in these markets and are expected to drive future growth and financial
performance.
The strength of our portfolio and opportunities to drive performance through operational excellence
are key factors that have contributed to Parker setting new financial performance targets for FY29.
FY29 Targets
Increasing Margin & Cash Flow Targets
Organic Sales
Growth CAGR
4-6%
Adjusted Segment
Operating Margin
27%
+200bps
From Previous Target
Adjusted EBITDA
Margin
28%
+300bps
From Previous Target
Free Cash
Flow Margin
17%
+100bps
From Previous Target
Adjusted EPS
Growth CAGR
10%+
This Annual Report contains non-GAAP financial information that has been reconciled to comparable GAAP measures immediately following the Form 10-K.
Note: Aerospace and Defense market includes revenue reported both in the Aerospace Systems segment and the Diversified Industrial segment.
BUILT TO PERFORM
Fiscal 2024 was another year of
record performance, providing
further evidence that we’ve built a
business that is resilient and can
drive growth in sales, segment
operating margins, earnings and
cash flow.
•
Net sales were a record $19.9
billion, a 5% increase from $19.1
billion in fiscal year 2023.
•
Segment operating margin was
21.5% as reported, or a record
24.9% adjusted, a 200-basis point
improvement from the prior year.
•
EBITDA margin was 25.2% as
reported, and 25.6% on an
adjusted basis, a 200-basis point
improvement year-over-year.
Andy Ross, President and Chief Operating Officer
Jenny Parmentier, Chairman of the Board and Chief Executive Officer
Todd Leombruno, Executive Vice President and Chief Financial Officer
Letter to Shareholders
•
Net income reached $2.8 billion,
and adjusted net income was a
record $3.3 billion.
•
Earnings per share were $21.84 as
reported, an increase of 36%.
Adjusted earnings per share
increased 18% to a record $25.44.
Parker delivered outstanding results in fiscal year 2024 and built upon a solid pattern of success established over the
past five years. During that time, we have driven consistent organic sales and earnings per share growth, expanded
adjusted segment operating margin by 630 basis points and doubled free cash flow. Our ability to rapidly improve
performance reflects the dedication and commitment of our people, the strength and balance of our portfolio, and the
power of our business system, The Win Strategy.
Today, we are a very different Parker, one that has opportunities to continue improving. We’ve set our sights on new
five-year financial targets, which indicate we have much more to accomplish as we pursue a very promising future and
create even greater value for our shareholders.
•
Cash flow from operations
increased 14% to a record $3.4
billion, or 17.0% of sales.
•
Strong cash flow allowed us to
reduce debt by $2 billion and reach
our target leverage of 2.0x net
debt to adjusted EBITDA.
•
In July 2024, we announced an
agreement to divest our
composites and fuel containment
business in North America, which
had annual sales of approximately
$350 million.
As our transformation continues,
Parker is shaping our technology
portfolio to accelerate growth in
high-value, longer-cycle markets
fueled by secular trends. In parallel,
we are constantly working to improve
across every aspect of how we
operate.
POSITIONED FOR GROWTH FROM
SECULAR TRENDS
The interconnectivity of our
technologies is a key competitive
advantage. We estimate that two-
thirds of our revenue is from
customers who buy four or more
Parker technologies. Whether it’s
aerospace and defense, energy,
in-plant and industrial equipment,
off-highway or transportation, we are
confident no competitor can offer the
breadth of products and systems that
Parker can across our markets.
Parker is well positioned for sustained
growth. We have intentionally
transformed our portfolio with a
greater share of revenues from
longer-cycle markets that exhibit
faster growth opportunities fueled by
emerging secular trends. These
trends and market dynamics are
shaping our world and our future.
Aerospace and Defense
Aerospace and Defense now
represents approximately a third of
our business and accounts for the
1. FY19 As Reported: Segment Operating Margin of 17.0%, EPS of $11.57, CFOA: $1.7B. FY24 As Reported: Segment Operating Margin of 21.5%, EPS of $21.84, CFOA: $3.4B.
Parker is shaping a technology
portfolio designed to accelerate growth
in high-value, longer-cycle markets
fueled by secular trends.
Our People, Strategy & Portfolio Drive Performance
Last 5 Years
$14.3B
$19.9B
18.6%
24.9%
$13.10
$25.44
$1.5B
$3.0B
Adjusted Segment
Operating Margin1
Revenue
Adjusted EPS1
Free Cash Flow1
+7%
CAGR
~2x
Growth
+630bps
Expansion
+14%
CAGR
FY19
FY24
FY19
FY24
FY19
FY24
FY19
FY24
majority of our largest customers.
Parker has become a significant
partner in this important market and
we anticipate high single digit long-
term growth. We are well positioned
on nearly every leading platform, with
technologies on all major aircraft in
flight today.
Commercial air travel has recovered
rapidly with volumes returning to
pre-COVID levels, supporting steady
growth in aircraft deliveries and
demand for more efficient aircraft.
Increased global defense spending
and the replacement of aging fleets is
simultaneously expected to drive
growth in defense sales over the
coming years. Parker’s prevalence
across existing and future aircraft
positions us to benefit from
opportunities for strong aftermarket
revenues and longer-term
developments in sustainable aviation,
leaving us excited about the future of
our largest market.
Digitalization and the CapEx
Investment Wave
Businesses and governments around
the world are investing to upgrade
and automate factories with advanced
manufacturing equipment. They are
also modernizing vast infrastructure
systems to support a future powered
by clean energy. We are seeing
further large-scale capital
expenditures to near-shore supply
chains following several years of
disruption and cost volatility globally.
Our technologies are critical to the
manufacturing of semiconductors that
remain in extremely high demand.
They also allow for cleaner and faster
extraction of lithium used in nearly all
rechargeable batteries, and enable
the construction of 5G towers and the
cooling of large-scale data centers.
The rapid pace of digitalization and
the onset of a mega capex growth
cycle related to infrastructure
spending are expected to drive
industrial output well into the future.
Parker stands to benefit greatly from
these secular growth trends.
Clean Technologies and
Electrification
The highly complementary nature of
our technology portfolio uniquely
positions Parker as a strategic
partner to our customers during the
global shift to a more sustainable
future. We are delivering lighter, more
efficient solutions and building on our
established pedigree in electrification,
hydrogen and alternative fuels.
Today, we estimate that two-thirds of
our product portfolio enables clean
technology solutions which allows us
to help customers create value and
achieve their carbon reduction
targets. The advancement of clean
technologies creates attractive
growth opportunities across Parker’s
off-highway, transportation and
energy market verticals. In many
cases our proven technologies can be
adapted for new uses.
From battery-powered cars and SUVs
to hybrid construction equipment and
even more-electric aircraft,
electrification continues to accelerate
demand for our engineered materials,
hydraulics, fluid and gas handling and
electromechanical technologies.
Parker’s bill-of-materials increases 1.5
to 2x for electrified applications
compared with vehicles using a
combustion engine.
DRIVING OPERATIONAL EXCELLENCE
Key to learning what drives Parker is
understanding that safety,
engagement and ownership are the
foundations of our culture, and The
Win Strategy sits at the center of
everything we do.
In the two-plus decades since its first
iteration, our business system has
been continuously refined and proven
essential to achieving operational
excellence. It has become deeply
embedded in our culture and enables
alignment among our 60,000+ team
members, who leverage this
incidents by 2030, aligned with our
aspiration to be the safest industrial
workplace in the world.
We are proud of the progress we’ve
made in building a better company.
But our record results quickly form a
new baseline. Consistently outpacing
our own performance requires highly
engaged team members who act like
owners, are immersed in their work
and are empowered to make decisions
that make a difference. Our
momentum in driving engagement
stems from our proven High
Performance Team (HPT) framework,
a natural fit with our decentralized
structure.
At all levels of the organization,
team member-led HPTs are
collaborating to continuously
improve their work environment,
operating processes and outcomes
- from applying the Parker Lean
System to achieve greater efficiency
or reduce waste, to hosting Kaizen
events designed to enact rapid
process improvement.
These proven tools are the core of
The Win Strategy. Their impact is
widespread at Parker and can be
seen through enhancements in
safety, quality, delivery, cost and the
experience we provide our
customers, laying the groundwork
for improved margins and
accelerated growth.
RAISING THE BAR
We have spent many years building
a continuous improvement culture
using our lean tools, Kaizen and
High Performance Teams to
optimize our manufacturing and
business systems at every level of
the company. That commitment to
operational excellence shared
throughout Parker has not only
enabled the record performance we
delivered in fiscal year 2024, but
uncovered new opportunities to
grow and expand margins in the
near future.
comprehensive tool kit to improve
everything we do at Parker.
Our pursuit of best-in-class
performance starts with the safety of
Parker team members. We have
reduced our recordable incident rate
by 45% over the past five years.
These results rank Parker’s safety
performance in the top quartile
among our peer industrial companies
and represent great progress toward
our goal of achieving zero recordable
Safety, engagement and ownership
are the foundations of our culture,
and The Win Strategy sits at the
center of everything we do.
Dividends
~$6B
Capital Expenditures
~$2B
Share Repurchases
~$1B
Capital Deployment
Optionality
~$20B to ~$26B
~$35B
Potential Capital
Deployment
Substantial Capital Deployment Optionality to
Compound Returns
FY25 - FY29 Target
We have demonstrated The Win
Strategy is compounding our
performance and driving us into
the top quartile when compared to
our proxy peer companies. As a
result, in May 2024 we announced
new five-year financial
performance targets through fiscal
year 2029, just two years removed
from setting our previous targets:
•
4-6% organic sales growth CAGR
•
27% adjusted segment
operating margin, an increase
of 200 basis points from the
previous target
•
28% adjusted EBITDA margin,
an increase of 300 basis points
from the previous target
•
17% free cash flow margin, an
increase of 100 basis points
from the previous target
•
10%+ adjusted earnings per
share growth CAGR
These targets represent best-in-class
performance and reflect our
confidence that we’ve built a more
resilient Parker capable of faster
growth and higher margins than ever
before. Importantly, achieving our
targets would represent a step
change in free cash flow generation
and provide us with a cumulative $35
billion in potential capital deployment
to compound returns and create
significant shareholder value.
We are deeply grateful to our team
members for leading with purpose
while preserving the very best
elements of a culture more than a
century in the making. We also thank
our shareholders for your confidence
in the value Parker creates and our
shared vision for a better tomorrow.
Sincerely,
Jennifer A. Parmentier
Chairman of the Board and
Chief Executive Officer
Andrew D. Ross
President and Chief Operating Officer
Todd M. Leombruno
Executive Vice President and
Chief Financial Officer
September 2024
We’ve built a more resilient Parker
capable of faster growth and higher
margins than ever before.
With Appreciation
Thomas L. Williams
Mr. Williams was Chief Executive Officer from 2015 to 2022 and Chairman of the Board from 2016 to
2023. He held various senior operational roles since he joined Parker in 2003. Under his leadership,
Parker transformed through a significant improvement in performance and a substantial reshaping
of its portfolio. Through strong cash generation and effective deployment of capital, Parker’s
portfolio of businesses was substantially strengthened. Strategic acquisitions returned value to
shareholders in the form of higher margins and a combination of businesses which produced a
higher growth profile serving longer cycle end markets. Importantly, the company drove top quartile
levels of engagement among team members across the world, many of whom were inspired by the
introduction of the Parker purpose statement as a platform for growth, change and positive impact.
A focus on safety made the company one of the safest industrial manufacturers in the world and the
deployment of High Performance Teams led to substantial operational improvements. His leadership
legacy at Parker will last for decades.
Lee C. Banks
Mr. Banks was Vice Chairman and President from 2021 to 2023. Previously he served as President
and Chief Operating Officer since 2015 when he was also elected to the Board. During his career,
Mr. Banks successfully led several of the company’s largest businesses, globally expanded the
company’s distribution network that now stands among its greatest competitive strengths, and
significantly raised the bar for operational excellence. In close partnership with Mr. Williams, he co-
created a refreshed Win Strategy and subsequent updates that have successfully transformed the
company’s performance and portfolio. The company is grateful for his transformational leadership
and his countless significant contributions to Parker’s success, leaving a legacy of pursuing
excellence in all facets of the business.
William R. “Skip” Bowman
Mr. Bowman served as Vice President and President – Fluid Connectors Group since 2023. He
previously led the Instrumentation Group beginning in 2016. Mr. Bowman was a steadfast proponent
of consistently applying the Win Strategy throughout his time overseeing operations for multiple
groups and divisions. He led Simplification projects across operations including the consolidation
of the Instrumentation and Fluid Connectors operating groups. He will be remembered for his
ownership mindset and dedication to Parker team members.
Roger S. Sherrard
Mr. Sherrard was elected to the role of Vice President and President – Aerospace Group in 2012.
Previously, he led the Parker Automation Group. During his leadership in Aerospace, he made
significant contributions, overseeing the successful integration of two transformative acquisitions,
Exotic Metals Forming in 2019 and Parker’s largest ever acquisition of Meggitt plc in 2022.
Mr. Sherrard also helped Parker’s aerospace business navigate a substantial downturn brought on
by the COVID-19 pandemic by focusing operations and positioning the group for long-term growth
and success. He will be remembered for his transformational leadership and for the lasting impact
of his contributions.
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, 2024
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
34-0451060
(State or other jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
6035 Parkland Boulevard, Cleveland, Ohio
44124-4141
(Address of Principal Executive Offices)
(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
Trading
Symbol
Name of Each Exchange
on which Registered
Common Shares, $.50 par value
PH
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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 every Interactive Data File required to be submitted
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 such files).
Yes ☒
No ☐
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
☒
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth 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 has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2023:
$58,849,817,164.
The number of Common Shares outstanding on July 31, 2024 was 128,595,729.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the Company’s 2024 Annual Meeting of Shareholders, to be held on October 23, 2024,
are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
Item 1.
Business
2
Item 1A.
Risk Factors
8
Item 1B.
Unresolved Staff Comments
15
Item 1C.
Cybersecurity
15
Item 2.
Properties
17
Item 3.
Legal Proceedings
17
Item 4.
Mine Safety Disclosures
17
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
17
Item 6.
[Reserved]
17
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
30
Item 8.
Financial Statements and Supplementary Data
31
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
69
Item 9A.
Controls and Procedures
69
Item 9B.
Other Information
69
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
69
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
69
Item 11.
Executive Compensation
69
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
70
Item 13.
Certain Relationships and Related Transactions, and Director Independence
70
Item 14.
Principal Accountant Fees and Services
70
PART IV
Item 15.
Exhibits and Financial Statement Schedules
71
Signatures
77
1
•
Aerospace & Defense
•
Off-highway
•
In-plant & Industrial Equipment
•
Energy
•
Transportation
•
HVAC & Refrigeration
PARKER-HANNIFIN CORPORATION
FORM 10-K
Fiscal Year Ended June 30, 2024
PART I
ITEM 1. Business. Parker-Hannifin Corporation was incorporated in Ohio in 1938. As used in this Annual Report on
Form 10-K, unless the context otherwise requires, the terms "Company", "Parker", "we" or "us" refer to Parker-Hannifin
Corporation and its subsidiaries, and the term "year" and references to specific years refer to the applicable fiscal year.
Parker is a global leader in motion and control technologies. Leveraging a unique combination of interconnected
technologies, we design, manufacture, and provide aftermarket support for highly engineered solutions that create value for
customers primarily in aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC
& refrigeration markets around the world.
Parker values having a decentralized operating structure that fosters deeper connections with our customers and greater
engagement among our team members. To align our operations and achieve our goal of top quartile performance, we deploy
our business system, The Win StrategyTM, which establishes goals and strategies for engaged people, customer experience,
profitable growth and financial performance. Underpinning this business system is our culture of safety, collaboration,
continuous improvement, and team-based problem solving. Together our goals, strategies, and culture help us to fulfill our
purpose: Enabling Engineering Breakthroughs that Lead to a Better Tomorrow. We credit the Win Strategy with leading Parker
through a period of sustained operational excellence and transformation and believe it is the foundation for achieving our future
goals.
Our investor relations website address is investors.parker.com. We make available free of charge on or through our
website our 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 those reports electronically with the Securities and Exchange Commission. The information
contained on or accessible through our website is not part of this Annual Report on Form 10-K.
Our Board of Directors has adopted a written charter for each of its committees. These charters, as well as our Global
Code of Business Conduct, Corporate Governance Guidelines and Independence Standards for Directors, are posted and
available on our investor relations website under the Governance page. Shareholders may request copies of these corporate
governance documents, free of charge, by writing to our principal executive offices located at Parker-Hannifin Corporation,
6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, Attention: Secretary, or by calling (216) 896-3000.
Markets
Our interconnected technologies and solutions provide value for customers across our market verticals including
aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC and refrigeration. We
serve several hundred thousand OEM and distribution customer locations. No single customer accounted for more than four
percent of our total net sales for the year ended June 30, 2024.
Reportable Segments
We have two reportable segments: Diversified Industrial and Aerospace Systems. Of the Company's $19.9 billion in
net sales for fiscal year 2024, Diversified Industrial Segment products accounted for 73 percent and Aerospace Systems
Segment products accounted for 27 percent.
Diversified Industrial Segment. Our Diversified Industrial Segment, which is an aggregation of several business units,
sells highly engineered differentiated products to both original equipment manufacturers ("OEMs") and distributors who serve
the aftermarket replacement markets. The major market verticals served by our Diversified Industrial Segment are listed below:
2
•
Commercial Transport
•
Regional Transport
•
Defense Fixed Wing
•
Helicopters
•
Business Jets
•
Energy
Principal Products and Methods of Distribution
We offer hundreds of thousands of individual part numbers, and no single product contributed more than one percent to
our total net sales for the year ended June 30, 2024. Listed below are some of our principal products.
Diversified Industrial Segment. Our Diversified Industrial Segment products consist of a broad range of motion-control
systems and components, which are described below:
•
Active & Passive Vibration Control
•
High Purity Sealing
•
Coatings
•
High Temperature Sealing
•
Cryogenic Valves & Fittings
•
HVAC/R Controls & Monitoring
•
Elastomeric, Fabric Reinforced, Metal, & Precision Cut
Seals
•
Hydrogen & Natural Gas Filters
•
Electric & Hydraulic Pumps & Motors
•
Industrial Air & Gas Filtration
•
Electric & Hydraulic Valves
•
Miniature Pumps & Valves
•
Electromagnetic Interface Shielding
•
Pneumatic Actuators, Regulators & Valves
•
Electromechanical & Hydraulic Actuators
•
Power Take Offs
•
Electronics, Drives & Controllers
•
Process Filtration Solutions
•
Engine Filtration Solutions
•
Rubber to Substrate Adhesives
•
Fluid Condition Monitoring
•
Sensors & Diagnostics
•
Fluid Conveyance Hose & Tubing
•
Structural Adhesives
•
High Pressure Connectors, Fittings, Valves & Regulators
•
Thermal Management
•
High Purity Fittings, Valves & Regulators
Diversified Industrial Segment products include standard products, as well as custom products which are engineered and
produced to OEM specifications for application to particular end products. Standard and custom products are also used in the
replacement of original products. We market our Diversified Industrial Segment products primarily through field sales
employees and independent distributors located throughout the world.
Aerospace Systems Segment. Our Aerospace Systems Segment products are used in commercial and defense airframe
and engine programs and include:
•
Avionics
•
Fuel Systems & Components
•
Electric & Hydraulic Braking Systems
•
Fuel Tank Inerting Systems
•
Electric Power
•
Hydraulic Pumps & Motors
•
Electromechanical Actuators
•
Hydraulic Valves & Actuators
•
Engine Exhaust Systems & Components
•
Pneumatics
•
Fire Detection & Suppression
•
Seals
•
Flight Control Systems
•
Sensors
•
Fluid Conveyance
•
Thermal Management
We market our Aerospace Systems Segment products through our regional sales organizations, which sell directly to
OEMs and end users throughout the world.
Aerospace Systems Segment. Our Aerospace Systems Segment sells highly engineered, differentiated airframe and
engine components and systems to OEMs and aftermarket parts and maintenance directly to end users primarily in the
commercial aerospace and defense market verticals. The major market platforms served by our Aerospace Systems Segment are
listed below:
3
Competition
Parker operates in highly competitive markets and industries. We offer our products over numerous, varied markets
through our divisions operating in 43 countries. Our global scope means that we have hundreds of competitors across our
various markets and product offerings. Our 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 our segments has numerous competitors, given our market and product breadth, no single competitor competes with the
Company with respect to all the products we manufacture and sell.
In the Diversified Industrial Segment, Parker competes based on product quality and innovation, customer experience,
manufacturing and distribution capability, aftermarket support, and price competitiveness. We believe that we are one of the
market leaders in most of the major markets for our most significant Diversified Industrial Segment products. We have
comprehensive motion and control technologies allowing us to provide the broadest systems capabilities. While our primary
global competitors include Bosch Rexroth AG, Danaher Corporation, Danfoss A/S, Donaldson Company, Inc., Emerson
Climate Technologies, Inc., Emerson/ASCO, Festo AG & Co., Freudenberg-NOK, Gates Corporation, IMI/Norgren, SMC
Corporation, Swagelok Company, and Trelleborg AB, none of these businesses compete with every group or product in our
Diversified Industrial Segment.
In the Aerospace Systems Segment, we have developed relationships with key customers based on our advanced
technological and engineering capabilities, performance in quality, delivery, service, and price competitiveness. This has
enabled us to obtain significant original equipment business on new aircraft programs for our systems and components, as well
as the follow-on repair and replacement business for these programs. Further, the Aerospace Systems Segment utilizes design
and manufacturing techniques as well as best cost region and supply chain management strategies to reduce cost. Although we
believe that we are one of the market leaders in most of the major markets for our most significant Aerospace Systems Segment
products, primary global competitors for these products include Crane Co., Eaton Corporation plc, Honeywell International,
Inc., Moog Inc., RTX Corporation, Safran S.A., Senior plc, Triumph Group, Inc., and Woodward, Inc.
Across our two segments, we believe that our broad-based portfolio of core technologies, which consist of hydraulics,
pneumatics, electromechanical, filtration, fluid & gas handling, process control, engineered materials, and climate control, is a
positive factor in our ability to compete effectively with both large and small competitors. We believe that the following factors
also contribute to our ability to compete effectively:
•
Our business system, The Win Strategy
•
Technology powerhouse of interconnected solutions
•
Deep partnerships with our customers to develop innovative products
•
Application engineering expertise
•
Global distribution network
•
Decentralized operating structure
Patents, Trademarks, Trade Names, Copyrights, Trade Secrets, Licenses
We own a number of patents, trademarks, trade names, copyrights, trade secrets and licenses related to our products. We
also have exclusive and non-exclusive rights to use patents, trademarks, trade names, copyrights and trade secrets owned by
others. In addition, patent and trademark applications are pending, although there can be no assurance that further patents and
trademarks will be issued. We do not depend on any single patent, trademark, copyright, trade secret or license or group of
patents, trademarks, copyrights, trade secrets or licenses to any material extent.
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. Our 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. Our backlog was $10.9 billion at June 30, 2024 and $11.0 billion at June 30, 2023. Approximately 73
percent of our backlog at June 30, 2024 is scheduled for delivery in the succeeding twelve months. Because of the breadth and
global scope of our business, our overall business is generally not seasonal in nature.
Environmental Regulation
Certain of our operations require 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
4
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, we are
subject to the United States federal "Superfund" law, under which we have 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.
As of June 30, 2024, Parker was involved in environmental remediation and litigation at various U.S. and non-U.S.
manufacturing facilities presently or formerly operated by us and as a "potentially responsible party," along with other
companies, at off-site waste disposal facilities and regional sites.
We believe that our 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, we believe, will not have in the future, a material adverse effect on our capital
expenditures, earnings, or competitive position.
Our reserve for environmental matters is discussed in Note 18 to the Consolidated Financial Statements included in Part
II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.
Government Regulation
In addition to the environmental regulations discussed above, we are subject to various federal, state, local, and foreign
government regulations relating to the development, manufacture, marketing, sale and distribution of our products and services
in the countries where we conduct business. Compliance with these laws and regulations often requires the dedication of time
and effort of our team members, as well as financial resources. Additional information about the impact of government
regulations on our business is included in “Item 1A. Risk Factors.”
Energy Matters and Sources and Availability of Raw Materials
Our primary energy source for both of our business segments is electric power. While we cannot predict future costs of
electric power, we manage this cost through aggregation in deregulated markets and leveraging contracts with established
pricing on portions of our energy load. We are subject to governmental regulations in regard to energy supplies in the United
States and elsewhere. To date, we have not experienced any significant disruptions of our operations due to energy
curtailments.
We primarily use steel, brass, copper, aluminum, nickel, rubber and thermoplastic materials and chemicals as the
principal raw materials in our products. We expect these materials to be available from numerous sources in quantities
sufficient to meet our requirements.
Acquisitions
On September 12, 2022, the Company completed the acquisition (the "Acquisition") of Meggitt plc ("Meggitt"). The
Acquisition is discussed in Note 3 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on
Form 10-K and is incorporated herein by reference.
Human Capital Management
At Parker, we align employment levels with the global needs of our business and our customers. As of June 30, 2024, we
employed approximately 61,120 persons that we refer to as “team members,” of whom approximately 30,300 were employed
by foreign subsidiaries.
Our talented and passionate team members are the foundation of Parker’s enduring growth, bringing new ideas and
perspectives to enhance our safety performance, improve productivity and inspire a diverse and inclusive culture. We see a
clear path to a brighter future, and it begins with providing our people the resources that enable them to find personal and
professional satisfaction in their work, responsibly move our company forward and strengthen our communities, fulfilling our
purpose of Enabling Engineering Breakthroughs that Lead to a Better Tomorrow.
5
The Win Strategy™3.0, Purpose and Values
The Win Strategy 3.0 is Parker’s business system that defines the goals and initiatives that drive growth, transformation
and success. It works with our purpose, which is a foundational element of The Win Strategy, to engage team members and
create responsible and sustainable growth.
The Win Strategy has four overarching goals: Engaged People, Customer Experience, Profitable Growth and Financial
Performance, supported by our shared values of a Winning Culture, Passionate People, Valued Customers and Engaged
Leadership. Our shared values shape our culture and our interactions with stakeholders and the communities in which we
operate and live.
Safety
The safety and well-being of Parker team members is our highest priority. Our safety goal is simple: to achieve an
incident-free workplace. Over the past five years, we have reduced our recordable incident rate by 45%. In fiscal year 2024,
the recordable incident rate per 100 team members was 0.31, compared to a recordable incident rate of 0.36 in fiscal year 2023.
The previously reported fiscal year 2023 recordable incident rate was revised in fiscal year 2024 from 0.31, which excluded
Meggitt, to 0.36 following the incorporation of Meggitt into our recordable incident data. Fiscal year 2024's recordable incident
rate represents a 14% reduction since fiscal year 2023.
Building on the great progress we have made, in 2021 we established long-term safety goals. We strive to reach our goal
of zero recordable incidents by 2030 through our continued focus on team member engagement and accountability, coupled
with a strong framework of systems and procedures.
Our safety program is anchored on a safety management system that has globally deployed procedures and work
instructions, including management of incidents and near miss events. We create a culture of safety through a variety of
initiatives, leadership focus, and our commitment to safety as the first stated goal of The Win Strategy.
We engage team members in improving safety performance through High Performance Teams ("HPTs"). All Parker
manufacturing locations have an active, chartered Safety HPT and every value stream has a representative who is responsible
for safety within their area of the business. This ownership culture at the manufacturing level is an integral component of our
safety program.
Engaged People
Engagement directly influences business performance. We strongly believe in empowering our team members to think
like owners and take action to improve their areas of the business. Engagement is deeply ingrained in our culture, and as an
overarching goal of The Win Strategy it is key to achieving top quartile financial performance.
Parker activates engagement through our HPTs, which apply the expertise and perspective of team members who are
closest to the product and customer to drive improvement throughout the company. Approximately 89% of our people
participate in one or more of these teams, and more than 6,000 HPTs have already been established worldwide. We closely
track our progress in support of a high performing work environment through our Global Engagement Survey. Our last
completed survey, in fiscal year 2024, achieved a 91% response rate with an overall engagement score of 73%.
Talent Development
We have a well-defined talent development program managed through our Talent Central system, which connects all
business units globally on a common platform and provides team members with visibility to skill development, career planning
and learning opportunities. This shared platform is the catalyst for talent management at Parker.
Our review process enables us to assess talent globally, from early-in-career roles through senior leaders. This review
facilitates the identification of key talent and allows us to build meaningful development plans and align career growth
opportunities. The talent process is also supported by our Integrated Career System program which illustrates career paths for
various roles and the steps to advance through the organization.
Supplementing the talent development process are Parker’s learning offerings, which help team members expand their
professional skills and take ownership of their learning and development. Examples of center-led programs are our annual
ethics and compliance training and cyber security training that all team members are required to complete, in addition to
programs for developing supervisory and leadership skills. Functional-specific programs include HPT training, lean bootcamps
and kaizen event orientations. Local and regional training includes site safety, equipment safety and site quality requirements.
6
Our executive officers as of August 15, 2024, were as follows:
Name
Position
Officer
Since(1)
Age as of
8/15/24
Jennifer A. Parmentier
Chairman of the Board and Chief Executive Officer
2015
57
Todd M. Leombruno
Executive Vice President and Chief Financial Officer
2017
54
Andrew D. Ross
President and Chief Operating Officer
2012
57
Mark J. Hart
Executive Vice President – Human Resources and External Affairs
2016
59
Rachid Bendali
Vice President and President – Engineered Materials Group
2022
47
Berend Bracht
Vice President and President – Motion Systems Group
2021
58
Mark T. Czaja
Vice President – Chief Technology and Innovation Officer
2021
62
Thomas C. Gentile
Vice President – Global Supply Chain
2017
52
Angela R. Ives
Vice President and Controller
2021
51
Joseph R. Leonti
Vice President, General Counsel and Secretary
2014
52
Robert W. Malone
Vice President and President – Filtration Group
2014
60
Dinu J. Parel
Vice President – Chief Digital and Information Officer
2018
43
Jay P. Reidy
Vice President and President – Aerospace Group
2024
41
Patrick M. Scott
Vice President and President – Fluid Connectors Group
2024
46
(1)Executive officers 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.
Ms. Parmentier has been Chairman of the Board since January 2024 and Chief Executive Officer since January 2023.
Before becoming Chief Executive Officer in 2023, she was Chief Operating Officer since August 2021. She was Vice
President and President of the Motion Systems Group from February 2019 to August 2021. She was Vice President and
President of the Engineered Materials Group from September 2015 to February 2019. She was General Manager of the Hose
Products Division from May 2014 to September 2015; and General Manager of the Sporlan Division from May 2012 to May
2014. She is also a Director of Nordson Corporation.
Mr. Leombruno has been Executive Vice President and Chief Financial Officer since January 2021. He was Vice
President and Controller from July 2017 to January 2021. 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. He is also a Director of
The Timken Company.
In addition to formal training programs, there are a host of development tools available which include mentoring
relationships, coaching and feedback, job shadowing, project bubble assignments and other stretch projects.
Diversity, Equity and Inclusion ("DEI")
An inclusive environment is a core tenet of our values and one of our key measures of success within The Win Strategy.
We have an ongoing commitment to an inclusive and welcoming workplace where everyone feels valued and adds value.
One important component of Parker’s inclusive workplace is the development and deployment of Business Resource
Groups ("BRGs"), each of which is open to all team members. In addition to our BRGs, we have processes in place to attract
and retain team members with diverse backgrounds and experiences, helping to support them with career plans and experienced
mentors. Our goal is to promote a strong, inclusive work environment that will provide us the best talent to further strengthen
our organization for success.
Compensation and Benefits
As a global employer, we are committed to offering competitive compensation and benefits, tailored to geography,
industry, experience and performance. Our programs are designed to attract team members, motivate and reward performance,
drive growth and support retention. We provide benefit programs with the goal of improving physical, mental and financial
wellness of our team members throughout their lifetime. Some examples include base and variable pay, health and insurance
benefits, paid time off, and retirement saving plans.
Information about our Executive Officers
7
ITEM 1A. Risk Factors.
The following "risk factors" identify what we believe to be the risks that could materially adversely affect our 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
Mr. Ross has been President since January 2024 and Chief Operating Officer since January 2023. He was Vice President
and President of the Fluid Connectors Group from September 2015 to December 2022. He was Vice President and President of
the Engineered Materials Group from July 2012 to September 2015.
Mr. Hart has been Executive Vice President - Human Resources and External Affairs since January 2016. He was Vice
President - Total Rewards from August 2013 to January 2016.
Mr. Bendali has been Vice President and President of the Engineered Materials Group since August 2022. He was Vice
President of Operations for the Engineered Materials Group from October 2021 to July 2022 and was General Manager of the
Noise, Vibration and Harshness Division from October 2019 to September 2021. Prior to joining the Company as part of the
acquisition of LORD Corporation ("Lord") in October 2019, Mr. Bendali was Vice President at LORD with responsibility for
Aerospace and Defense sales, marketing and programs.
Mr. Bracht has been Vice President and President of the Motion Systems Group since August 2021. He was Vice
President of Operations for the Engineered Materials Group from July 2018 to August 2021. He was President and Chief
Executive Officer of Bendix Commercial Vehicle Systems LLC from 2015 to 2018. Bendix designs, develops and supplies
products under the Bendix brand name for medium- and heavy-duty trucks, tractors, trailers, buses, and other commercial
vehicles throughout North America. Prior to Bendix, he held several executive leadership positions during his 24-year career at
Bosch Rexroth, including President and Chief Executive Officer of Bosch Rexroth Americas.
Mr. Czaja has been Vice President - Chief Technology and Innovation Officer since January 2021. He was Vice
President of Technology and Innovation for the Motion Systems Group from August 2019 to December 2020; Vice President of
Technology and Innovation for the Aerospace Group from August 2004 to July 2019; and Division Engineering Director from
October 2000 to July 2004.
Mr. Gentile has been Vice President - Global Supply Chain since July 2017. He was General Manager of the Company's
Process Filtration Division from December 2013 to July 2017 and was Vice President of Supply Chain for the Filtration Group
from July 2008 to November 2013.
Ms. Ives has been Vice President and Controller since January 2021. She was Vice President, Assistant Controller from
September 2020 to December 2020; Group VP Controller for the Instrumentation Group from November 2019 to August 2020;
and Division Controller for the Electromechanical and Drives Division from August 2010 to October 2019.
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
of Operations for the Filtration Group from January 2013 to December 2014. He is also a Director of The Manitowoc
Company, Inc.
Mr. Parel has been Vice President - Chief Digital and Information Officer since January 2021. He was Vice President
and Chief Information Officer from October 2018 to January 2021. He was Vice President and Chief Information Officer at
Dover Corporation from May 2016 through October 2018. Dover is a diversified global manufacturer that delivers equipment
and components, consumable supplies, aftermarket parts, software and digital solutions and support services.
Mr. Reidy has been Vice President and President of the Aerospace Group since January 2024. He was Vice President of
Operations for the Aerospace Group from December 2022 to December 2023. He held General Manager roles with the
Precision Fluidics Division, the Advanced Atomization Technologies joint venture, and the Gas Turbine Fuel Systems Division
from May 2017 to December 2022.
Mr. Scott has been Vice President and President of the Fluid Connectors Group since January 2024. He was Vice
President of Operations for the Aerospace Group from May 2021 to December 2023 and also served as Integration Leader for
Parker’s acquisition of Meggitt plc. He held General Manager roles with the Gas Turbine Fuel Systems Division and the Fluid
Systems Connectors Divisions from December 2015 to May 2021. Prior to joining Parker, Scott was President – TE Wire &
Cable for Berkshire Hathaway and previously held leadership roles at Danaher Corporation and Deloitte Consulting.
8
•
fluctuations in currency exchange rates and/or changes in monetary policy;
•
limitations on ownership and on repatriation of earnings;
•
transportation delays and other supply chain disruptions;
•
political, social and economic instability and disruptions, including armed conflicts such as the current conflict
between Russia and Ukraine;
•
government embargoes, sanctions or trade restrictions, including possible further restrictions on trade and/or obstacles
to conducting business in China;
•
the imposition of duties and tariffs and other trade barriers;
•
import and export controls;
•
labor unrest and current and changing regulatory environments;
•
public health crises, including pandemics;
•
the potential for nationalization of enterprises;
•
difficulties in staffing and managing multi-national operations;
•
limitations on our ability to enforce legal rights and remedies;
•
potentially adverse tax consequences; and
•
difficulties in implementing restructuring actions on a timely basis.
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.
Business and Operational Risks
Risks arising from uncertainty in worldwide and regional economic conditions may harm our business and make
it difficult to project long-term performance.
Our business is sensitive to global macro-economic conditions. Macroeconomic downturns may have an adverse effect
on our business, results of operations and financial condition, as well as our distributors, customers and suppliers, and on
activity in many of the industries and markets we serve. 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,
tariffs and governmental trade and monetary policies, global pandemics, and general economic conditions such as inflation,
deflation, interest rates and credit availability. These factors may, among other things, negatively impact our level of purchases,
capital expenditures, and creditworthiness, as well as our distributors, customers and suppliers, and, therefore, the Company’s
revenues, operating profits, margins, and order rates.
We cannot predict changes in worldwide or regional economic conditions and government policies, as such conditions
are highly volatile and beyond our control. If these conditions deteriorate or remain at depressed levels for extended periods,
however, our business, results of operations and financial condition could be materially adversely affected.
As a global business, we are exposed to economic, political and other risks in different countries in which we
operate, which could materially reduce our sales, profitability or cash flows, or materially increase our liabilities.
Our net sales attributable to selling locations outside of the United States were approximately 36 percent in 2024, 37
percent in 2023 and 39 percent in 2022. In addition, many of our customers, 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. Our non-U.S. operations are subject to risks in addition to those facing our domestic operations,
including:
9
For example, the global nature of our business and our operations exposes us to political, economic, and other conditions
in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine. The
broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical
shifts; potential retaliatory action by the Russian government against companies, including possible nationalization of foreign
businesses in Russia; increased tensions between the United States and countries in which we operate; and the extent of the
conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted. To the extent the
current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many
other risks, any of which could materially and adversely affect our business and results of operations. Such risks include, but
are not limited to, adverse effects on macroeconomic conditions, including inflation, particularly with regard to raw material,
transportation and labor price fluctuations; disruptions to our information technology environment, including through
cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; disruptions in
global supply chains; and our exposure to foreign currency exchange rate changes. In addition, there continues to be uncertainty
about the future relationship between the U.S. and China, including with respect to trade policies, treaties, government
regulations and tariffs. Any increased trade barriers or restrictions on global trade, including trade with China, could adversely
impact our business, results of operations or financial condition.
If we are unable to successfully manage the risks associated with expanding our global business or adequately manage
operational fluctuations internationally, the risks could have a material adverse effect on our business, results of operations or
financial condition.
Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could
continue to pose a risk to our information technology systems, and a disruption to or breach in the security of such
systems, if material, could have adverse effects on our result of operations and financial condition.
We rely extensively on information technology systems to manage and operate our business, some of which are managed
or accessible 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, criminal acts, including hardware or software break-ins or extortion attempts, or viruses, or other
cybersecurity incidents) and we suffer any resulting interruption in our ability to manage and operate our business or if our
products are affected, our results of operations and financial condition could be materially adversely affected. There can be no
guarantee that the actions and controls we have implemented and are implementing, or which we cause or have caused third-
parties with access to our systems to implement, will be sufficient to protect and mitigate risks associated with our information
technology systems. Additionally, certain of our employees working remotely at times and the increased adoption of generative
artificial intelligence may increase our vulnerability to cyber and data protection risks. In addition to existing risks, any
adoption or deployment of or exposure to new technologies via acquisitions or internal initiatives or changes to our information
technology systems as a result of divestitures may increase our exposure to risks, breaches, or failures, which could materially
adversely affect our results of operations or financial condition. Furthermore, the Company has access to sensitive,
confidential, or personal data or information that is subject to privacy and security laws, regulations, or other contractually-
imposed controls. Despite our use of reasonable and appropriate controls, security breaches, theft, misplaced, lost or corrupted
data, programming, or employee errors and/or malfeasance have led and could in the future lead to the compromise or improper
use of such sensitive, confidential, or personal data or information. Such events may result in possible negative consequences,
such as fines, ransom demands, penalties, failure to comply with laws governing sensitive data, loss of reputation, intellectual
property, competitiveness or customers, increased security and compliance costs or other negative consequences. Further, the
amount of insurance coverage that we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity
incident. Depending on the nature and magnitude of these events, they may have an adverse impact on our results of operations
or financial condition.
Price and supply fluctuations of the raw materials used in our production processes and by our suppliers of
component parts could negatively impact our financial results.
Our supply of raw materials could be interrupted for a variety of reasons, including availability and pricing. Furthermore,
changes to United States and other countries' tariff and import/export regulations have in the past and may in the future have a
negative impact on the availability and pricing of raw materials. Prices for raw materials necessary for production have
fluctuated significantly in the past and significant increases could adversely affect our results of operations and profit margins.
Our efforts to manage these fluctuations by, among other things, passing along price increases to our customers, may be subject
to a time delay between the increased raw material prices and our ability to increase the price of our products, or we may be
unable to increase the prices of our products due to pricing pressure, contract terms or other factors. Any such inability to
manage fluctuations could adversely impact our results of operations and cash flows.
Our 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, we may not be able to increase our prices
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 our products;
•
increased competition in the markets we serve;
•
declines in the general level of industrial production;
•
weakness in the end-markets we serve;
•
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 our products could suffer, which could materially adversely
affect the Company’s results of operations.
The development of new products and technologies requires substantial investment and is required to remain
competitive in the markets we serve. If we are unable to successfully introduce new commercial products, our
profitability could be adversely affected.
The markets we serve are characterized by rapidly changing technologies and frequent introductions of new products and
services. Our ability to develop new products based on technological innovation can affect our competitive position and often
requires the investment of significant resources. If we cannot develop, or have difficulties or delays developing new and
enhanced products and services, or if we fail to gain market or regulatory acceptance of new products and technologies, our
revenues may be materially reduced and our competitive position could be materially adversely affected. In addition, we 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.
Changes in the competitive environment in which we operate may eliminate any competitive advantages that we
currently have, which could adversely impact our business.
Our operations are subject to competition from a wide variety of global, regional and local competitors, which could
adversely affect our results of operations by creating downward pricing pressure and/or a decline in our margins or market
shares. To compete successfully, we must excel in terms of product quality and innovation, technological and engineering
capability, manufacturing and distribution capability, delivery, price competitiveness, and customer experience.
commensurately with our increased costs. Consequently, our results of operations or financial condition could be materially
adversely affected.
Our operations are subject to natural and man-made unexpected events that may increase our costs, interrupt
production or our supply chain or otherwise adversely affect our business, results of operations or financial condition.
The occurrence of one or more unexpected events, including war, acts of terrorism or violence, civil unrest, fires,
tornadoes, hurricanes, earthquakes, floods and other forms of severe weather in the United States or in other countries in which
we operate or in which our suppliers are located could adversely affect our operations and financial performance. Natural
disasters, pandemics, equipment failures, power outages or other unexpected events could result in physical damage to and
complete or partial closure of one or more of our manufacturing facilities or distribution centers, temporary or long-term
disruption in the supply of component products from some local and international suppliers, and disruption and delay in the
transport of our products to dealers, end-users and distribution centers. Existing insurance coverage may not provide protection
for all of the costs that may arise from such events. The impacts of these unexpected events are difficult to predict but could
have a material adverse effect on our business, results of operations or financial condition.
Changes in the demand for and supply of our products may adversely affect our financial results, financial
condition and cash flow.
Demand for and supply of our products has been and may be adversely affected by numerous factors, some of which we
cannot predict or control. Such factors include:
11
We may be required to make material expenditures in order to comply with environmental laws and regulations,
to address the effects of climate change and to respond to customer needs and investor expectations regarding climate-
related goals, each of which may negatively impact our business.
Our operations necessitate the use and handling of hazardous materials and, as a result, subject us to various U.S. 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, we are subject to the U.S. federal "Superfund" law, under which we have
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. We 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.
In addition, increased worldwide focus on climate change issues has led to legislative and regulatory efforts to limit
greenhouse gas emissions. Increased regulation of greenhouse gas emissions and other climate change concerns could subject
us to additional costs and restrictions, including increased energy and raw material costs. We are not able to predict how such
regulations would affect our business, operations or financial results, but increased regulation could have a material adverse
effect on our business, operations and financial condition.
Further, climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the
atmosphere could present risks to our operations. Extreme weather events linked to climate change, including hurricanes,
flooding, wildfires, high heat and water scarcity, among others, create physical risks to our operating locations and supply
chains. Although we are working towards and intend to meet our goal of making our own operations carbon neutral by 2040,
we may be required to expend significant resources to do so, which could increase our operational costs. Further, there can be
no assurance of the extent to which any of our climate-related goals will be achieved, if at all, including on the timeline
expected by customers or investors, or that any future investments we make in furtherance of achieving our goals will meet
customer expectations and needs, investor expectations or market standards regarding sustainability, including reducing
greenhouse gas emissions. Any failure, or perceived failure, by us to achieve our climate-related goals, further our initiatives,
adhere to our public statements, comply with federal, state or international climate-related laws and regulations or meet
evolving and varied customer and investor expectations and standards could result in legal and regulatory proceedings against
us or could cause our customers to find other suppliers, each of which could adversely affect our reputation, the market price of
our common shares, our results of operations, our financial condition or our cash flows.
We operate in challenging markets for talent and may fail to attract, develop and retain key personnel.
We depend on the skills, institutional knowledge, working relationships, and continued services and contributions of key
personnel, including our leadership team and others at all levels of the company, as a critical part of our human capital
resources. In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and
retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel in
a highly competitive labor market, and we may lose key personnel or fail to attract other talented personnel or otherwise
identify and retain suitable replacements. Any such loss or failure could have material adverse effects on our results of
operations, financial condition and cash flows.
Strategic Transactions Risks
We are subject to risks relating to acquisitions and joint ventures, and risks relating to the integration of acquired
companies.
We expect to continue our strategy of identifying and acquiring businesses with complementary products and services,
and entering into joint ventures, which we believe will enhance our operations and profitability. However, there can be no
assurance that we will be able to continue to find suitable businesses to purchase or joint venture opportunities, or that we will
be able to acquire such businesses or enter into such joint ventures on acceptable terms. In addition, we may be unable to
obtain necessary regulatory approvals or support for otherwise suitable business targets or joint venture opportunities, and we
may be unable to obtain such regulatory approvals or support on the timeline or terms that we anticipate, if at all. Furthermore,
there are no assurances that we will be able to avoid acquiring or assuming unexpected liabilities. If we are unable to avoid
these risks, our results of operations and financial condition could be materially adversely affected.
12
•
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 acquisitions 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 the acquired companies 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 our ability to manage these
new businesses and cut excess costs. If we are unable to avoid these risks, our results of operations and financial condition
could be materially adversely affected.
Our results may be adversely affected if expanded operations from acquisitions are not effectively managed.
Our recent acquisitions have greatly expanded the size and complexity of our business. Our future success depends, in
part, on the ability to manage this expanded business, which may pose or has posed 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 we will realize the expected benefits of the acquisitions.
The Company may be subject to risks relating to organizational changes.
We regularly execute organizational changes such as acquisitions, divestitures and realignments to support our growth
and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to
reduce costs. The Company commits significant resources to identify, develop and retain key employees to ensure
uninterrupted leadership and direction. If we are 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 our results of operations and
financial condition could be materially adversely affected. We cannot offer assurances that any of these initiatives will 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.
Financial Risks
Increasing costs of certain employee and retiree benefits could adversely affect our liability for such benefits.
The funding requirements and the amount of expenses recorded for our 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 our results of operations.
The Company absorbs a portion of healthcare costs for its employees. If healthcare costs rise significantly and we
continue to absorb the majority of these costs, these increasing costs may adversely impact our future results of operations.
In addition, we may not be able to integrate successfully any businesses that we purchase into our existing business, and
it is possible that any acquired businesses or joint ventures may not be profitable. We may encounter, or have encountered, the
following difficulties during the integration process:
13
Additional liabilities relating to changes in tax rates or exposure to additional income tax liabilities could adversely
impact our financial condition and cash flow.
We are subject to income taxes in the U.S. and various non-U.S. jurisdictions. Our domestic and international tax
liabilities are dependent upon the location of earnings among these different jurisdictions. Our future financial condition and
cash flow could be adversely affected by changes in effective tax rate as a result of changes in tax laws and judicial or
regulatory interpretation thereof, the mix of earnings in countries with differing statutory tax rates, changes in overall
profitability, changes in U.S. generally accepted accounting principles ("GAAP"), or changes in the valuation of deferred tax
assets. In addition, the amount of income taxes paid by the Company is subject to ongoing audits by non-U.S. and U.S. federal,
state and local tax authorities. If these audits result in assessments different from estimated amounts, future financial results
may include unfavorable adjustments to the Company’s tax liabilities, which could have a material adverse effect on the
Company’s financial condition and cash flow.
Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial
flexibility.
We have incurred significant indebtedness, and may incur additional debt for acquisitions, operations, research and
development and capital expenditures, or for other reasons related to our overall capital deployment strategy. Our ability to
make interest and scheduled principal payments and meet restrictive covenants could be adversely impacted by changes in the
availability, terms and cost of capital, changes in interest rates or changes in our credit ratings or our outlook. These changes
could increase our cost of financing and limit our debt capacity, thereby limiting our ability to pursue acquisition opportunities,
react to market conditions and meet operational and capital needs, which may place us at a competitive disadvantage.
We carry goodwill on our balance sheet, which is subject to impairment testing and could subject us to significant
non-cash charges to earnings in the future if impairment occurs.
We have goodwill recorded on our balance sheet. Goodwill is not amortized, but is tested for impairment annually as of
December 31, in the third quarter or more often if events or changes in circumstances indicate a potential impairment may exist.
Factors that could indicate that our goodwill is impaired include a decline in our stock price and market capitalization, lower
than projected operating results and cash flows, and slower growth rates in our industry. Declines in our stock price, lower
operating results and any decline in industry conditions in the future could increase the risk of impairment. Impairment testing
incorporates our estimates of future operating results and cash flows, estimates of allocations of certain assets and cash flows
among reporting units, estimates of future growth rates, and our judgment regarding the applicable discount rates used on
estimated operating results and cash flows. If we determine at a future time that impairment exists, it may result in a significant
non-cash charge to earnings and lower stockholders’ equity.
Legal and Regulatory Risks
As a provider of products to the U.S. government, we are subject to additional risks related to future government
spending as well as unusual performance conditions and enhanced compliance risks.
In addition to the risks identified herein, doing business with the U.S. government subjects us to unusual risks, including
dependence on the level of government spending and compliance with and changes in governmental acquisition 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 our failure to perform, or other unsatisfactory performance under the
applicable contract. We are subject to government investigations of our business practices and compliance with government
acquisition 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, and we could be subject to fines or penalties
associated with contract non-compliance or resulting from such investigations, which could have a material adverse effect on
our results of operations.
14
ITEM 1B. Unresolved Staff Comments. None.
ITEM 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy
Parker is committed to the protection of the Company’s data, data systems and digital assets while in storage, use or
transit. Our cybersecurity program is integrated into our overall Enterprise Risk Management program and exists to secure our
information systems and data assets, including those data assets entrusted to us by our stakeholders, and to promote our
compliance with applicable laws and regulations.
Litigation and legal and regulatory proceedings against the Company could decrease our liquidity, impair our
financial condition and adversely affect our results of operations.
From time to time, we are subject to litigation or other commercial disputes and other legal and regulatory proceedings
relating to our business. Due to the inherent uncertainties of any litigation, commercial disputes or other legal or regulatory
proceedings, we cannot accurately predict their ultimate outcome, including the outcome of any related appeals. An
unfavorable outcome could materially adversely impact our business, financial condition and results of operations.
Furthermore, as required by U.S. GAAP, we establish reserves based on our assessment of contingencies, including
contingencies related to legal claims asserted against us. Subsequent developments in legal proceedings may affect our
assessment and estimates of the loss contingency recorded as a reserve and require us to make payments in excess of our
reserves, which could have an adverse effect on our results of operations.
We are 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 our business and our employees. Despite our policies, procedures
and compliance programs, our internal controls and compliance systems may not be able to protect the Company from
prohibited acts willfully committed by our employees, agents or business partners that would violate such applicable laws and
regulations. Any such improper acts could damage the Company's reputation, subject us to civil or criminal judgments, fines or
penalties, and could otherwise disrupt the Company's business, and as a result, could materially adversely impact our business,
financial condition and results of operations.
Further, our operations are subject to certain antitrust and competition laws in the jurisdictions in which we conduct our
business, in particular the United States and Europe. These laws prohibit, among other things, anticompetitive agreements and
practices. If any of our commercial agreements or practices are found to violate or infringe such laws, we may be subject to
civil and other penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe antitrust
and competition laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and
enforceable. Accordingly, any violation of these laws could harm our reputation and could have a material adverse effect on
our earnings, cash flows and financial condition.
Due to the nature of our business and products, we may be liable for damages based on product liability claims.
Our businesses expose us to potential product liability risks that are inherent in the design, manufacture and sale of our
products and the products of third-party vendors that we use or resell. Significant product liability claims could have a material
adverse effect on the Company’s financial condition, liquidity and results of operations. Although we currently maintain what
we believe to be suitable and adequate product liability insurance, there can be no assurance that we will be able to maintain our
insurance on acceptable terms or that our insurance will provide adequate protection against all potential significant liabilities.
Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage
and reduce our sales and profitability, and the cost of protecting our intellectual property may be significant.
Protecting our intellectual property is critical to our innovation efforts. We own a number of patents, trade secrets,
copyrights, trademarks, trade names and other forms of intellectual property related to our products and services throughout the
world and in the operation of our business. We also have exclusive and non-exclusive rights to intellectual property owned by
others. Our intellectual property may be challenged, stolen or otherwise infringed upon by third parties or we 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 our business increases the risk that our intellectual property may be subject to infringement, theft
or other unauthorized use or disclosure by others. In some cases, our ability to protect our intellectual property rights by legal
recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are inadequate or
undeveloped. And the cost of enforcing our rights may be significant. Unauthorized use or disclosure of our intellectual
property rights or our inability to protect our intellectual property rights could lead to reputational harm and/or adversely impact
our competitive position and results of operations.
15
We proactively work to address cybersecurity risk through our Digital & IT Risk Management Program, which focuses on
identifying, assessing, responding to, monitoring and remediating cybersecurity-related risks. Parker’s dedicated Cyber Security
team utilizes the National Institute of Standards and Technology (NIST) Cyber Security Framework as its primary resource for
identifying areas of risk and benchmarking and implementing continuous improvements. Our technical security configuration
employs a centrally managed, layered approach, including hardened PCs, endpoint security detection software, email security,
firewall appliances, and various network security protections. We employ enhanced security measures for operational
technologies and secure account management, including recently adding a secondary anti-malware solution to our existing
software to bolster our company-wide defenses. Additionally, we utilize third-party security monitoring services to further
improve our 24/7 monitoring capabilities. We also maintain a third-party risk management program designed to oversee,
identify, and reduce the potential impact to Parker and our customers of a security incident at a third-party vendor, supplier or
other provider.
We have adopted comprehensive Information Security Policies and Standards that clearly articulate Parker’s expectations
and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident
management and reporting, identity and access management, third-party management, security (with respect to physical assets,
products, networks and systems), security monitoring and vulnerability identification. These policies and standards set forth a
detailed security incident management and reporting protocol, with clear escalation timelines and responsibilities. We also
maintain a global incident response plan and regularly conduct exercises to help with our overall preparedness.
We believe cybersecurity is the responsibility of every team member and provide ongoing mandatory cybersecurity
awareness training globally to help team members recognize, avoid and report malicious activity. This includes interactive
training to engage team members in identifying phishing risks and their appropriate response. We also provide regular training
on data protection so that our team members understand the types of data they have and how to safeguard it.
Continuous improvement is a critical aspect of Parker’s cybersecurity program, which is why we integrate security
intelligence from internal and external sources to help identify areas for improvement and gap remediation. As a supplement to
our internal cybersecurity capabilities and controls, we partner with third-party consultants and advisors to conduct penetration
testing and to assess our incident response plan. We periodically undergo a third-party risk assessment and third-party incident
response adversarial engagement exercises to strengthen our security profile. We also conduct internal tabletop exercises to
prepare for responding to potential cybersecurity events. Parker also maintains cyber security insurance designed to mitigate the
impact of any attacks or threats to our business.
As of the date of this report, we do not believe that any risks from cybersecurity threats, including as a result of any
previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including
its business strategy, results of operations, or financial condition. However, as discussed more fully under Item 1A. “Risk
Factors—Business and Operational Risks” of this Form 10-K, cybersecurity threats remain a risk to our business operations.
Cybersecurity Governance
Management is responsible for assessing and managing material risks from cybersecurity threats with leadership from the
Company’s Vice President – Chief Digital and Information Officer (CDIO), who is responsible for the Company’s global
Digital, Information Technology and Cyber Security organization. Our CDIO has served in various roles in information
technology and information security for over 18 years with Fortune 500 companies. Our CDIO holds Bachelor of Science and
Master of Science degrees in Computer Engineering. He has also completed other advanced leadership training and coursework
regarding cybersecurity risk management. Our CDIO reports directly to the Chief Executive Officer.
Parker’s cybersecurity program is led by our Digital & IT VP – Infrastructure and Security, who functions as our chief
information security officer (CISO) and has over 23 years of experience in cybersecurity operations, cybersecurity governance
and compliance, risk management, operational technology (OT) and connected products (IoT) with global Fortune 200 and
Fortune 500 companies across diverse industries, such as retail, consumer goods, entertainment and manufacturing. The CISO
reports to our CDIO and is supported by and receives regular updates from our dedicated Cyber Security team within our IT
function, as well as our IT Risk Council, a cross-functional group that meets regularly to optimize our Digital & IT Risk
Management Program and promote alignment with our Enterprise Risk Management program.
Recognizing the importance of maintaining a secure environment for our products, data and systems that effectively
supports our business objectives and customer needs, Parker’s full Board of Directors maintains oversight of cybersecurity. Our
Board receives an in-depth report from our CDIO, at least annually, on the overall cybersecurity program, and updates
throughout the year from our CDIO and CISO regarding such topics as cyber-risk management and the status of projects to
strengthen cybersecurity effectiveness.
16
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". As of July 31, 2024, the number of shareholders of record of the
Company was 3,003.
(b) Use of Proceeds. Not Applicable.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a) Total
Number
of Shares
Purchased
(b) Average
Price Paid
Per Share
(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
April 1, 2024 through April 30, 2024
32,207
$
551.08
32,207
7,375,817
May 1, 2024 through May 31, 2024
33,100
$
544.07
33,100
7,342,717
June 1, 2024 through June 30, 2024
29,383
$
513.01
29,383
7,313,334
Total
94,690
94,690
(1)On October 22, 2014, the Company publicly announced that the Board of Directors increased the overall maximum number
of shares authorized for repurchase under the Company's share repurchase program, first announced on August 16, 1990,
so that, beginning on October 22, 2014, the maximum 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 fiscal year. There is no
expiration date for this program.
ITEM 6. [Reserved]
ITEM 2. Properties. Our corporate headquarters is located in Cleveland, Ohio, and, at June 30, 2024, the Company
maintained approximately 335 manufacturing plants. We also maintain various sales and administrative offices and distribution
centers throughout the world. None of these manufacturing plants, administrative offices or distribution centers are individually
material to our operations. The facilities are situated in 36 states within the United States and in 42 other countries. We own
the majority of our manufacturing plants. Our leased properties consist of sales and administrative offices and distribution
centers as well as manufacturing plants.
We believe that our properties have been adequately maintained, are in good condition generally and are suitable and
adequate for our business as presently conducted. The extent to which we utilize our properties varies by property and from
time to time. We believe that our restructuring efforts have brought capacity levels closer to present and anticipated needs.
Most of our manufacturing facilities remain capable of handling volume increases.
ITEM 3. Legal Proceedings. None. From time to time we are involved in matters that involve governmental
authorities as a party under federal, state and local laws that have been enacted or adopted regulating the discharge of materials
into the environment or primarily for the purpose of protecting the environment. We will report such matters that exceed, or
that we reasonably believe may exceed, $1.0 million or more in monetary sanctions.
17
•
changes in business relationships with and orders by or from major customers, suppliers or distributors, including
delays or cancellations in shipments;
•
disputes regarding contract terms, changes in contract costs and revenue estimates for new development programs;
•
changes in product mix;
•
ability to identify acceptable strategic acquisition targets;
•
uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions;
•
ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures;
•
the determination and ability to successfully undertake business realignment activities and the expected costs,
including cost savings, thereof;
•
ability to implement successfully business and operating initiatives, including the timing, price and execution of share
repurchases and other capital initiatives;
•
availability, cost increases of or other limitations on our access to raw materials, component products and/or
commodities if associated costs cannot be recovered in product pricing;
•
ability to manage costs related to insurance and employee retirement and health care benefits;
•
legal and regulatory developments and other government actions, including related to environmental protection, and
associated compliance costs; supply chain and labor disruptions, including as a result of labor shortages;
•
threats associated with international conflicts and cybersecurity risks and risks associated with protecting our
intellectual property;
•
uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any
appeals;
•
effects on market conditions, including sales and pricing, resulting from global reactions to U.S. trade policies;
•
manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and economic
conditions such as inflation, deflation, interest rates and credit availability; inability to obtain, or meet conditions
imposed for, required governmental and regulatory approvals;
•
changes in the tax laws in the United States and foreign jurisdictions and judicial or regulatory interpretations thereof;
and
•
large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics.
The Company makes these statements as of the date of the filing of this Annual Report on Form 10-K for the year ended
June 30, 2024 and undertakes no obligation to update them unless otherwise required by law.
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. Often but not
always, these statements may be identified from the use of forward-looking terminology such as "anticipates," "believes,"
"may," "should," "could," "expects," "targets," "is likely," "will," or the negative of these terms and similar expressions, and
may also include statements regarding future performance, orders, earnings projections, events or developments. Parker
cautions readers not to place undue reliance on these statements. It is possible that the future performance may differ materially
from expectations, including those based on past performance.
Among other factors that may affect future performance are:
18
•
serving the customer and continuously enhancing its experience with the Company;
•
successfully executing The Win Strategy initiatives relating to engaged people, premier customer experience,
profitable growth and financial performance;
•
maintaining a decentralized division and sales company structure;
•
fostering a safety-first and 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;
•
enabling a sustainable future by providing innovative clean technology solutions that offer a positive, global
environmental impact and operating responsibly by reducing our energy use and emissions;
•
acquiring strategic businesses;
•
organizing around targeted regions, technologies and markets;
•
driving efficiency by implementing lean enterprise principles; and
•
creating a culture of empowerment through our values, inclusion and diversity, accountability and teamwork.
Our 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.
We manage our supply chain through our "local for local" manufacturing strategy, ongoing supplier management process, and
broadened supply base. We are monitoring inflation and manage its impact through a variety of cost and pricing measures,
including continuous improvement and lean initiatives. Additionally, we strategically manage our workforce and discretionary
spending. At the same time, we are appropriately addressing the ongoing needs of our business so that we continue to serve our
customers.
Over the long term, the extent to which our business and results of operations will be impacted by economic and political
uncertainty, geopolitical risks and public health crises depends on future developments that remain uncertain. We will continue
to monitor the global environment and manage our business with the goal to minimize unfavorable impacts on operations and
financial results.
The discussion below is structured to separately discuss the Consolidated Statement of Income, Business Segments, and
Liquidity and Capital Resources. The term "year" and references to specific years refer to the applicable fiscal year. Dollars
are presented in millions, except per share amounts or as otherwise noted, and totals may not sum due to rounding. Discussion
of the 2022 financial statements is included in Part II, Item 7 of the Company's 2023 Annual Report on Form 10-K.
CONSOLIDATED STATEMENT OF INCOME
The Consolidated Statement of Income summarizes the Company's operating performance. The discussion below compares the
operating performance in 2024 and 2023.
Overview
The Company is a global leader in motion and control technologies. Leveraging a unique combination of interconnected
technologies, we design, manufacture, and provide aftermarket support for highly engineered solutions that create value for
customers primarily in aerospace and defense, in-plant and industrial equipment, transportation, off-highway, energy, and
HVAC and refrigeration markets around the world.
By aligning around our purpose, Enabling Engineering Breakthroughs that Lead to a Better Tomorrow, Parker is better
positioned for the challenges and opportunities of tomorrow.
The Win Strategy 3.0 is Parker's business system which defines the goals and initiatives that create responsible, sustainable
growth and enable Parker's long-term success. It works with our purpose, which is a foundational element of The Win Strategy,
to engage team members and create responsible and sustainable growth. Our shared values shape our culture and our
interactions with stakeholders and the communities in which we operate and live.
We believe many opportunities for profitable growth are available. The Company intends to focus primarily on business
opportunities in the areas of aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and
HVAC and refrigeration. We believe we can meet our strategic objectives by:
19
(dollars in millions)
2024
2023
Net sales
$
19,930
$
19,065
Gross profit margin
35.8 %
33.7 %
Selling, general and administrative expenses
$
3,315
$
3,354
Selling, general and administrative expenses, as a percent of sales
16.6 %
17.6 %
Interest expense
$
506
$
574
Other (income) expense, net
(277)
184
Gain on sale of businesses and assets, net
$
(12)
$
(363)
Effective tax rate
20.9 %
22.2 %
Net income attributable to common shareholders
$
2,844
$
2,083
Net sales in 2024 increased from the 2023 amount due to higher sales in the Aerospace Systems Segment resulting from
strength across commercial and defense markets, partially offset by lower sales in the Diversified Industrial Segment. The
acquisition (the "Acquisition") of Meggitt plc ("Meggitt") increased sales by approximately $501 million during the current
year. The effect of currency exchange rates decreased net sales in 2024 by approximately $10 million, which is attributable to
the Diversified Industrial Segment, partially offset by an increase in net sales due to the effect of currency exchange rates in the
Aerospace Systems Segment. The impact of divestiture activity decreased sales by approximately $62 million in 2024.
Gross profit margin (calculated as net sales less cost of sales, divided by net sales) increased in 2024 primarily due to higher
margins in both segments resulting from price increases, favorable product mix, moderating material and freight costs and
operational efficiencies. In addition, cost of sales in 2023 included $110 million of amortization expense related to the step-up
in inventory to fair value resulting from the Acquisition.
Cost of sales also included business realignment and acquisition integration charges of $34 million in 2024 compared to $29
million in 2023.
Selling, general and administrative expenses ("SG&A") decreased in 2024 compared to 2023 primarily due to the absence of
acquisition-related transaction costs in 2023 totaling $115 million and benefits from prior-year acquisition integration and
business realignment activities. The decrease was partially offset by an increase in intangible asset amortization and share-
based compensation expense, as well as an increase in general and administrative expenses resulting from the Acquisition.
SG&A also included business realignment and acquisition integration charges of $55 million and $94 million in 2024 and 2023,
respectively.
Interest expense in 2024 decreased compared to 2023 primarily due to the repayment of debt.
Other (income) expense, net included the following:
(dollars in millions)
2024
2023
Expense (income)
Foreign currency transaction (gain) loss
$
(38) $
46
Income related to equity method investments
(152)
(124)
Non-service components of retirement benefit cost
(73)
(67)
Interest income
(15)
(46)
Loss on deal-contingent forward contracts
—
390
Other items, net
1
(15)
$
(277) $
184
Foreign currency transaction (gain) loss primarily relates to the impact of exchange rates on cash, forward contracts, certain
cross-currency swap contracts and intercompany transactions. During 2023, it also includes foreign currency transaction loss
associated with completing the Acquisition.
Loss on deal-contingent forward contracts includes a loss on the deal-contingent forward contracts related to the Acquisition.
Refer to Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further
discussion.
20
(dollars in millions)
2024
2023
Net Sales
North America businesses
$
8,800
$
8,916
International businesses
5,657
5,789
Diversified Industrial Segment
14,457
14,706
Operating income
North America businesses
1,964
1,853
International businesses
1,213
1,218
Diversified Industrial Segment
$
3,176
$
3,071
Operating income as a percent of sales
North America businesses
22.3 %
20.8 %
International businesses
21.4 %
21.0 %
Diversified Industrial Segment
22.0 %
20.9 %
Backlog
$
4,182
$
4,786
Gain on sale of businesses and assets, net in 2023 includes a gain on the sale of the aircraft wheel and brake business within
the Aerospace Systems Segment of $374 million. Refer to Note 3 to the Consolidated Financial Statements in Part II, Item 8 of
this Annual Report on Form 10-K for further discussion.
Effective tax rate in 2024 was lower than 2023, due to an overall increase in discrete tax benefits along with a change in U.S.
state and local income taxes and non-recurring acquisition expenses. Refer to Note 5 to the Consolidated Financial Statements
in Part II, Item 8 of this Annual Report on Form 10-K for a reconciliation of the U.S. federal statutory tax rate to our effective
tax rate.
BUSINESS SEGMENT INFORMATION
The Business Segment information presents sales and operating income 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
21
The Diversified Industrial Segment operations experienced the following percentage changes in net sales:
2024
North America businesses – as reported
(1.3)%
Acquisitions
0.9 %
Divestitures
(0.3)%
Currency
0.3 %
North America businesses – without acquisitions, divestitures and currency1
(2.2)%
International businesses – as reported
(2.3)%
Acquisitions
0.7 %
Currency
(1.0)%
International businesses – without acquisitions and currency1
(2.0)%
Diversified Industrial Segment – as reported
(1.7)%
Acquisitions
0.8 %
Divestitures
(0.2)%
Currency
(0.2)%
Diversified Industrial Segment – without acquisitions, divestitures and currency1
(2.1)%
1This table reconciles the percentage changes in net sales of the Diversified Industrial Segment reported in accordance with accounting
principles generally accepted in the United States of America ("GAAP") to percentage changes in net sales adjusted to remove the effects of
acquisitions and divestitures for 12 months after their completion as well as changes in currency exchange rates (a non-GAAP measure). The
effects of acquisitions, divestitures and changes in currency exchange rates are removed to allow investors and the Company to meaningfully
evaluate the percentage changes in net sales on a comparable basis from period to period.
Net Sales
Diversified Industrial Segment sales in 2024 decreased $249 million from 2023. The Acquisition increased sales by
approximately $115 million. The effect of currency exchange rates decreased sales by approximately $30 million. The impact
of divestiture activity decreased sales by approximately $23 million. Excluding the effects of the Acquisition, changes in
currency exchange rates and divestiture activity, sales in 2024 decreased $312 million from prior-year levels.
North America businesses - Sales within the North America businesses of the Diversified Industrial Segment decreased $116
million in 2024. The effect of the Acquisition increased sales by approximately $77 million. The effect of currency exchange
rates increased sales by approximately $25 million during the year. The impact of divestiture activity decreased sales by
approximately $23 million. Excluding the effects of the Acquisition, changes in the currency exchange rates and divestiture
activity, sales in 2024 decreased $196 million from prior-year levels reflecting lower demand within the HVAC and
refrigeration, transportation, off-highway and in-plant and industrial equipment markets. The decrease in sales was partially
offset by an increase in demand within the aerospace and defense and energy markets.
International businesses - Sales within the International businesses of the Diversified Industrial Segment decreased $132
million in 2024. The effect of the Acquisition increased sales by approximately $38 million. The effect of currency exchange
rates decreased sales by approximately $54 million, reflecting the strengthening of the U.S. dollar primarily against currencies
in Turkey, China and Japan, partially offset by the weakening of the U.S. dollar primarily against currencies in the Eurozone
countries and United Kingdom. Excluding the effects of the Acquisition and changes in the currency exchange rates, sales in
2024 decreased $116 million from prior-year levels primarily due to lower sales in the Asia Pacific region and Europe, partially
offset by an increase in sales in Latin America.
Within Europe, the decrease in sales was primarily due to lower demand within the HVAC and refrigeration, off-highway,
energy and in-plant and industrial equipment markets, partially offset by higher demand within the aerospace and defense and
transportation markets.
Within the Asia Pacific region, the decrease in sales was primarily due to lower demand within the in-plant and industrial
equipment, energy, off-highway and HVAC and refrigeration markets, partially offset by higher demand within the aerospace
and defense and transportation markets.
22
(dollars in millions)
2024
2023
North America businesses
$
20
$
9
International businesses
34
23
Diversified Industrial Segment
$
54
$
32
Business realignment charges include severance costs related to actions taken under the Company's simplification initiative
aimed at reducing organizational and process complexity, as well as plant closures. In both 2024 and 2023, acquisition
integration charges relate to the acquisition of Meggitt. Business realignment and acquisition integration charges within the
International businesses were primarily incurred in Europe.
We anticipate that cost savings realized from the workforce reduction measures taken during 2024 will increase operating
income in 2025 by approximately two percent for both the International and North America businesses. We expect to continue
to take actions necessary to integrate acquisitions and appropriately structure the operations of the Diversified Industrial
Segment. These actions are expected to result in approximately $53 million in business realignment and acquisition integration
charges in 2025. However, continually changing business conditions could impact the ultimate costs we incur.
Backlog
Diversified Industrial Segment backlog decreased in 2024 primarily due to shipments exceeding orders in both the North
America and International businesses. The decrease in backlog was split evenly between both businesses. Within the
International businesses, Europe, the Asia Pacific region and Latin America accounted for approximately 70 percent, 25
percent, and five percent of the decrease, respectively.
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.
Aerospace Systems Segment
(dollars in millions)
2024
2023
Sales
$
5,472
$
4,360
Operating income
$
1,111
$
562
Operating income as a percent of sales
20.3 %
12.9 %
Backlog
$
6,680
$
6,201
Sales
Aerospace Systems Segment sales increased $1.1 billion in 2024. The Acquisition increased sales by $386 million. The effect
of currency exchange rates increased sales by approximately $19 million. The impact of divestiture activity decreased sales by
approximately $40 million. Excluding the effects of the Acquisition, changes in currency exchange rates and divestiture
activity, sales in 2024 increased $748 million from prior-year levels. The increase in sales is primarily driven by higher volume
across all market segments, especially the commercial aftermarket.
Within Latin America, the increase in sales was primarily due to higher demand within the aerospace and defense, in-plant and
industrial equipment, energy, HVAC and refrigeration, off-highway and transportation markets.
Operating Margin
Diversified Industrial Segment operating margin increased in 2024, in both the North America and International businesses,
primarily due to benefits from price increases, favorable product mix, moderating material and freight costs and operational
efficiencies. These benefits were partially offset by higher business realignment charges in the current year.
Business Realignment
The following business realignment and acquisition integration charges are included in the Diversified Industrial Segment
operating income:
23
(dollars in millions)
2024
2023
Expense (income)
Corporate general and administrative expense
$
218
$
230
Corporate general and administrative expense, as a percent of sales
1.1 %
1.2 %
Corporate general and administrative expenses decreased in 2024 primarily due to lower expenses related to the Company's
incentive compensation programs and professional service fees, partially offset by an increase in salaries and benefits,
charitable contributions and information technology expenses.
Other (income) expense, net
(dollars in millions)
2024
2023
Expense (income)
Foreign currency transaction (gain) loss
$
(38) $
46
Stock-based compensation
95
78
Non-service components of retirement benefit cost
(73)
(67)
Acquisition-related expenses
1
114
Loss on deal-contingent forward contracts
—
390
Gain on sale of businesses and assets, net
(12)
(363)
Interest income
(15)
(46)
Other items, net
10
(1)
$
(32) $
151
Foreign currency transaction (gain) loss primarily relates to the impact of exchange rates on cash, forward contracts, certain
cross currency swap contracts and intercompany transactions. During 2023, it also includes foreign currency transaction loss
associated with completing the Acquisition.
Acquisition-related expenses include transaction costs related to the acquisition of Meggitt. Refer to Note 3 to the Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Operating Margin
Aerospace Systems Segment operating margin increased in 2024 primarily due to higher sales volume, favorable aftermarket
mix and lower acquisition-integration charges, as well as benefits of cost containment initiatives and prior-year business
realignment and acquisition integration activities. These benefits were partially offset by a $79 million increase in intangible
asset amortization expense in 2024. In addition, operating income in the prior year included $110 million of amortization
expense related to the step-up in inventory to fair value resulting from the Acquisition.
Business Realignment
Within the Aerospace Systems Segment, we incurred acquisition integration and business realignment charges of $35 million
and $90 million in 2024 and 2023, respectively. We expect to incur approximately $12 million in acquisition integration
charges in 2025. However, continually changing business conditions could impact the ultimate costs we incur.
Backlog
Aerospace Systems Segment backlog increased in 2024 primarily due to orders exceeding shipments in all businesses,
especially the commercial and defense aftermarket businesses.
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.
Corporate general and administrative expense
24
•
Continuing our record annual dividend increases
•
Investing in organic growth and productivity
•
Strategic acquisitions that strengthen our portfolio
•
Offset share dilution through 10b5-1 share repurchase program
Cash Flows
A summary of cash flows follows:
(dollars in millions)
2024
2023
Cash provided by (used in):
Operating activities
$
3,384
$
2,980
Investing activities
(299)
(8,177)
Financing activities
(3,115)
(971)
Effect of exchange rates
(24)
(5)
Net decrease in cash and cash equivalents and restricted cash
$
(53) $
(6,173)
Cash flows from operating activities were $3,384 million in 2024 compared to $2,980 million in 2023. The increase of $404
million in 2024 was primarily related to an increase in earnings combined with strong management of working capital items.
We continue to focus on managing inventory and other working capital requirements. Cash flows from operating activities for
2023 were negatively impacted by acquisition-related transaction expenses.
•
Days sales outstanding relating to trade receivables for the Company was 51 days in both 2024 and 2023.
•
Days supply of inventory on hand was 80 days in 2024 and 85 days in 2023.
Loss on deal-contingent forward contracts includes losses on the deal-contingent forward contracts related to the Acquisition.
Refer to Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further
discussion.
Gain on sale of businesses and assets, net includes a gain on the sale of the aircraft wheel and brake business within the
Aerospace Systems Segment of approximately $374 million in 2023. Refer to Note 3 to the Consolidated Financial Statements
in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
LIQUIDITY AND CAPITAL RESOURCES
We believe that we are great generators and deployers of cash. We assess our liquidity in terms of our ability to generate cash
to fund our operations and meet our strategic capital deployment objectives, which include the following:
25
Cash flows from investing activities in 2024 and 2023 were impacted by the following factors:
•
Payment for the Acquisition, net of cash acquired, of $7.1 billion in 2023.
•
Payments to settle the deal-contingent forward contracts of $1.4 billion in 2023.
•
Net proceeds from the sale of the aircraft wheel and brake business of approximately $443 million in 2023.
•
Cash collateral received of $250 million in 2023 per the credit support annex attached to the deal-contingent forward
contracts.
•
Net maturities of marketable securities of $7 million in 2024 compared to $19 million in 2023.
•
Capital expenditures of $400 million in 2024 compared to $381 million in 2023.
Cash flows from financing activities in 2024 and 2023 were impacted by the following factors:
•
Repurchases of 0.4 million common shares for $200 million during 2024 compared to repurchases of 0.7 million
common shares for $200 million during 2023.
•
Proceeds of $2.0 billion from borrowings under the term loan facility (the "Term Loan Facility") in 2023.
•
Payments related to the maturity of $300 million aggregate principal amounts of medium term notes in 2023.
•
Payments to retire $900 million aggregate principal amount of private placement notes assumed in the Acquisition in
2023. Refer to Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K
for further discussion.
•
Net commercial paper borrowings of $359 million in 2024 compared to net commercial paper borrowings of $358
million in 2023.
•
Principal payments totaling $385 million related to the Term Loan Facility in 2024 compared to principal payments
totaling $1.1 billion related to the Term Loan Facility in 2023. Refer to Note 11 to the Consolidated Financial
Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
•
Payments related to maturity of $2.0 billion aggregate principal amounts of senior notes in 2024.
Cash Requirements
We are actively monitoring our liquidity position and remain focused on managing our inventory and other working capital
requirements. We are continuing to target two percent of sales for capital expenditures and are prioritizing those related to
safety, strategic investments, and sustainability initiatives. We believe that cash generated from operations and our commercial
paper program will satisfy our operating needs for the foreseeable future.
We have committed cash outflow related to long-term debt, operating and financing lease agreements, and postretirement
benefit obligations. Refer to Notes 11, 12, and 13 respectively, of Part II, Item 8 of this Annual Report on Form 10-K for
further discussion.
Dividends
Cash dividends have been paid for 296 consecutive quarters, including a yearly increase in dividends for the last 68 years. The
current annual dividend rate is $6.52 per common share.
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. Refer to Note 14 to the Consolidated Financial Statements in
Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
26
Fitch Ratings
BBB+
Moody's Investor Services, Inc.
Baa1
Standard & Poor's
BBB+
Supply Chain Financing
We continue to identify opportunities to improve our liquidity and working capital efficiency, which includes the extension of
payment terms with our suppliers. We currently have supply chain financing ("SCF") programs with financial intermediaries,
which provide certain suppliers the option to be paid by the financial intermediaries earlier than the due date on the applicable
invoice. We do not believe that changes in the availability of supply chain financing will have a significant impact on our
liquidity. 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.
Strategic Acquisitions and Divestitures
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. In addition, we will continue to assess our existing businesses and initiate efforts to
divest businesses that are not considered to be a good long-term strategic fit for the Company. During 2024, we divested two
businesses and in 2023, we completed one acquisition and divested two businesses. On July 28, 2024, the Company signed an
agreement to divest its Meggitt composites and fuel containment business within the North America businesses of the
Diversified Industrial Segment. Refer to Notes 1 and 3 to the Consolidated Financial Statements in Part II, Item 8 of this
Annual Report on Form 10-K for further discussion.
Liquidity
Cash, comprised of cash and cash equivalents and marketable securities and other investments, includes $311 million and $422
million held by the Company's foreign subsidiaries at June 30, 2024 and 2023, respectively. The Company does not
permanently reinvest certain foreign earnings. The distribution of these earnings could result in non-federal U.S. or foreign
taxes. All other undistributed foreign earnings remain permanently reinvested.
We are currently authorized to sell up to $3.0 billion of short-term commercial paper notes. There were $2.1 billion
outstanding commercial paper notes as of June 30, 2024, and the largest amount of commercial paper notes outstanding during
the fourth quarter of 2024 was $2.3 billion.
The Company has a line of credit totaling $3.0 billion through a multi-currency revolving credit agreement with a group of
banks. As of June 30, 2024, $0.9 billion was available for borrowing under 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 supports our commercial paper program, and issuances of commercial paper reduce the amount of credit
available under the agreement. The credit agreement expires in June 2028; 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. The credit agreement requires the payment of an annual facility fee, the amount of which is
dependent upon the Company’s credit ratings. Although a lowering of the Company’s credit ratings would 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. Refer to Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on
Form 10-K for further discussion.
We primarily utilize unsecured medium-term notes and senior notes to meet our financing needs and we expect to continue to
borrow funds at reasonable rates over the long term. Refer to the Cash flows from financing activities section above and Note
11 of the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
The Company’s credit agreements and indentures governing certain debt securities contain various covenants, the violation of
which would limit or preclude the use of the credit agreements for future borrowings, or might accelerate the maturity of the
related outstanding borrowings covered by the indentures. Based on the Company’s rating level at June 30, 2024, the most
restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.65 to 1.0. At June 30,
2024, the Company's debt to debt-shareholders' equity ratio was 0.47 to 1.0. We are in compliance, and expect to remain in
compliance, with all covenants set forth in the credit agreement and indentures.
Our goal is to maintain an investment-grade credit profile. The rating agencies periodically update our credit ratings as events
occur. At June 30, 2024, 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:
27
CRITICAL ACCOUNTING POLICIES & ESTIMATES
The preparation of financial statements in conformity with GAAP 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 - Revenues are recognized when control of performance obligations, which are distinct goods or services
within the contract, is transferred to the customer. Control is transferred when the customer has the ability to direct the use of
and obtain the benefits from the goods or services. A majority of our revenues are recognized at a point in time when control is
transferred to the customer, which is generally at the time of shipment. However, a portion of our revenues are recognized over
time if the customer simultaneously receives control as we perform work under a contract, if the customer controls the asset as
it is being produced or if the product has no alternative use and we have a contractual right to payment.
For contracts where revenue is recognized over time, we use the cost-to-cost, efforts expended or units of delivery method
depending on the nature of the contract, including length of production time. The estimation of costs and efforts expended
requires management's judgment due to the duration of the contractual agreements as well as the technical nature of the
products involved. Adjustments to these 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.
When there are multiple performance obligations within a contract, the transaction price is allocated to each performance
obligation based on its standalone selling price. The primary method used to estimate a standalone selling price is the price
observed in standalone sales to customers for the same product or service. Revenue is recognized when control of the
individual performance obligations is transferred to the customer.
We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total
transaction price. Variable consideration is included in the estimated transaction price when there is a basis to reasonably
estimate the amount, including whether the estimate should be constrained in order to avoid a significant reversal of revenue in
a future period. These estimates are based on historical experience, anticipated performance under the terms of the contract and
our best judgment at the time.
Impairment of Goodwill and Long-Lived Assets - We test goodwill for impairment at the reporting unit level on an annual
basis and between annual tests whenever events or circumstances indicate the carrying value of a reporting unit may exceed its
fair value. Our five reporting units are equivalent to our operating segments. As quoted market prices are not available for our
reporting units, determining whether an impairment occurred requires the valuation of the respective reporting unit, which is
estimated using both income-based and market-based valuation methods. The income-based valuation method utilizes a
discounted cash flow model which 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 in the discounted cash flow analysis. Within the
discounted cash flow models, the Company uses a discount rate, commensurate with its cost of capital but adjusted for inherent
business risks, and an appropriate terminal growth factor. The market-based valuation performed for each reporting unit
includes an analysis consisting of market-adjusted multiples based on key data points for guideline public companies. We also
reconcile the estimated aggregate fair value of our reporting units resulting from these procedures to our overall market
capitalization.
At December 31, 2023, the Company performed its annual goodwill impairment test for each of its five reporting units. The
results of this test indicated the fair value substantially exceeded carrying value for all reporting units. We continually monitor
our reporting units for impairment indicators and update assumptions used in the most recent calculation of a reporting unit's
fair value as appropriate.
Long-lived assets held for use, which primarily includes finite-lived intangible assets and property, 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 2024, the Company did not record any
material impairments related to long-lived assets.
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
28
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.
For the Company's domestic qualified defined benefit plan, our largest plan, a 50 basis point change in the assumed long-term
rate of return on plan assets is estimated to have an $18 million effect on annual pension expense and a 50 basis point decrease
in the discount rate is estimated to decrease annual pension expense by $6 million. As of June 30, 2024, $331 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. Any actuarial gains experienced in future years will help offset the effect of the net actuarial loss amortization. Further
information on pensions is provided in Note 13 to the Consolidated Financial Statements in Part II, Item 8 of this Annual
Report on Form 10-K.
Business Combinations - From time to time, we may enter into business combinations. Business acquisitions are accounted
for using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values. In the fair value evaluation of intangible
assets acquired, there are significant estimates and assumptions, including forecasts of future cash flows, revenues; and earnings
before interest, taxes, depreciation and amortization; as well as the selection of the royalty rates and discount rates. The excess
of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The
acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to
reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have
affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we
have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a
material impact on our financial condition and results of operations.
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 5 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. We review these loss
accruals periodically and make adjustments 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.
29
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
A substantial portion of our operations are conducted by our subsidiaries outside of the U.S. in currencies other than the U.S.
dollar. Most of our non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their
functional currencies. Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S.
dollars and from transactions denominated in a currency other than the subsidiary’s functional currency. We continue to
manage the associated foreign currency transaction and translation risk.
The Company manages foreign currency transaction and translation risk by utilizing derivative and non-derivative financial
instruments, including forward exchange contracts, deal-contingent forward contracts, costless collar contracts, cross-currency
swap contracts and certain foreign currency denominated debt designated as net investment hedges. The derivative financial
instrument contracts are with major investment grade financial institutions and we do not anticipate any material non-
performance by any of the counterparties. We do not hold or issue derivative financial instruments for trading purposes.
Derivative financial instruments are recognized on the Consolidated Balance Sheet as either assets or liabilities and are
measured at fair value. Further information on the fair value of these contracts is provided in Note 17 to the Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Derivatives that are not designated as hedges are
adjusted to fair value by recording gains and losses through the Consolidated Statement of Income. Derivatives that are
designated as hedges are adjusted to fair value by recording gains and losses through accumulated other comprehensive (loss) in
the Consolidated Balance Sheet until the hedged item is recognized in earnings. For cross-currency swaps measured using the
spot method, the periodic interest settlements are recognized directly in earnings through interest expense. The translation of
the foreign currency denominated debt that has been designated as a net investment hedge is recorded in accumulated other
comprehensive (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. At June 30, 2024, our debt portfolio included $490 million of variable rate debt, exclusive
of commercial paper borrowings. A 100 basis point increase in near-term interest rates would increase annual interest expense
on variable rate debt, including weighted-average commercial paper borrowings during 2024, by approximately $18 million.
30
ITEM 8. Financial Statements and Supplementary Data.
Page Number
in Form 10-K
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
32
Financial Statements
Consolidated Statement of Income
34
Consolidated Statement of Comprehensive Income
35
Consolidated Balance Sheet
36
Consolidated Statement of Cash Flows
37
Consolidated Statement of Equity
38
Notes to Consolidated Financial Statements
39
31
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Parker-Hannifin Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Parker-Hannifin Corporation and subsidiaries (the
"Company") as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash
flows, and equity, for each of the three years in the period ended June 30, 2024, and the related notes and the schedule listed
in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited the Company’s internal
control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole,
32
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Revenue — Refer to Notes 1 and 2 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue from the sale of products to customers primarily in aerospace & defense, in-plant &
industrial equipment, transportation, off-highway, energy, and HVAC & refrigeration markets around the world. The
Company’s business activities are carried out by a large number of individual business units collectively offering hundreds
of thousands of individual products in over forty countries globally.
We identified revenue from product shipments as a critical audit matter due to the geographic dispersion of the Company’s
operations and business units generating revenue. Extensive audit effort is required due to the volume of the underlying
transactions and number of individual business units. High levels of auditor judgment were necessary to determine the
nature, timing, and extent of audit procedures performed to audit revenue from product shipments.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s revenue from product shipments included the following, among others:
•
We tested the operating effectiveness of internal controls over the recognition of revenue from product shipments,
including controls over the quantity and price of products shipped and timing of revenue recognition.
•
We performed detail transaction testing for revenue from product shipments by making a sample of transactions and
comparing the transactions selected to source documents such as purchase orders and shipping records.
•
We tested the completeness of revenue from product shipments by making a sample from a listing of sales orders
and comparing the sample transactions to source documentation such as shipping records to determine whether the
transactions selected were appropriately included in revenue from product shipments.
•
We tested the timing of revenue recognition by making a sample from a list of products shipped prior to and
subsequent to year end and used source documentation such as shipping records to determine whether the
transactions selected were appropriately recorded in the correct period.
•
We performed substantive analytical procedures for certain revenue transactions by developing independent
expectations of revenue based on data derived from the results of our detail revenue testing and comparing these
expectations to the revenue recorded by management.
/s/ DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 22, 2024
We have served as the Company's auditor since 2008.
33
CONSOLIDATED STATEMENT OF INCOME
For the years ended June 30,
(Dollars in thousands, except per share amounts)
2024
2023
2022
Net Sales
$
19,929,606
$
19,065,194
$
15,861,608
Cost of sales
12,801,816
12,635,892
10,550,309
Selling, general and administrative expenses
3,315,177
3,354,103
2,504,061
Interest expense
506,495
573,894
255,252
Other (income) expense, net
(276,888)
184,167
944,881
Gain on sale of businesses and assets, net
(11,597)
(362,526)
(7,121)
Income before income taxes
3,594,603
2,679,664
1,614,226
Income taxes
749,667
596,128
298,040
Net Income
2,844,936
2,083,536
1,316,186
Less: Noncontrolling interest in subsidiaries' earnings
721
600
581
Net Income Attributable to Common Shareholders
$
2,844,215
$
2,082,936
$
1,315,605
Earnings per Share Attributable to Common Shareholders
Basic earnings per share
$
22.13
$
16.23
$
10.24
Diluted earnings per share
$
21.84
$
16.04
$
10.09
The accompanying notes are an integral part of the consolidated financial statements.
34
For the years ended June 30,
(Dollars in thousands)
2024
2023
2022
Net Income
$
2,844,936
$
2,083,536
$
1,316,186
Less: Noncontrolling interests in subsidiaries' earnings
721
600
581
Net income attributable to common shareholders
2,844,215
2,082,936
1,315,605
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment and other (net of tax of
$(15,443), $(38,322) and $(3,236) in 2024, 2023 and 2022,
respectively)
(167,784)
186,721
(284,732)
Retirement benefits plan activity (net of tax of $(8,071), $(26,019)
and $(95,574) in 2024, 2023 and 2022, respectively)
22,813
63,299
306,735
Other comprehensive (loss) income
(144,971)
250,020
22,003
Less: Other comprehensive income (loss) for noncontrolling interests
169
(306)
(1,526)
Other comprehensive (loss) income attributable to common
shareholders
(145,140)
250,326
23,529
Total Comprehensive Income Attributable to Common
Shareholders
$
2,699,075
$
2,333,262
$
1,339,134
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
35
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
June 30,
2024
2023
Assets
Current Assets
Cash and cash equivalents
$
422,027
$
475,182
Trade accounts receivable, net
2,865,546
2,827,297
Non-trade and notes receivable
331,429
309,167
Inventories
2,786,800
2,907,879
Prepaid expenses and other
392,822
314,704
Total Current Assets
6,798,624
6,834,229
Property, plant and equipment
7,074,574
6,865,545
Less: Accumulated depreciation
4,198,906
4,000,515
Property, plant and equipment, net
2,875,668
2,865,030
Deferred income taxes
92,704
81,429
Investments and other assets
1,207,232
1,104,576
Intangible assets, net
7,816,181
8,450,614
Goodwill
10,507,433
10,628,594
Total Assets
$
29,297,842
$
29,964,472
Liabilities and Equity
Current Liabilities
Notes payable and long-term debt payable within one year
$
3,403,065
$
3,763,175
Accounts payable, trade
1,991,639
2,050,934
Accrued payrolls and other compensation
581,251
651,319
Accrued domestic and foreign taxes
354,659
374,571
Other accrued liabilities
982,695
895,371
Total Current Liabilities
7,313,309
7,735,370
Long-term debt
7,157,034
8,796,284
Pensions and other postretirement benefits
437,490
551,510
Deferred income taxes
1,583,923
1,649,674
Other liabilities
725,193
893,355
Total Liabilities
17,216,949
19,626,193
Equity
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 2024 and
2023
90,523
90,523
Additional paid-in capital
264,508
305,522
Retained earnings
19,104,599
17,041,502
Accumulated other comprehensive (loss)
(1,438,012)
(1,292,872)
Treasury shares at cost: 52,442,162 in 2024 and 52,613,046 in 2023
(5,949,646)
(5,817,787)
Total Shareholders' Equity
12,071,972
10,326,888
Noncontrolling interests
8,921
11,391
Total Equity
12,080,893
10,338,279
Total Liabilities and Equity
$
29,297,842
$
29,964,472
The accompanying notes are an integral part of the consolidated financial statements.
36
For the years ended June 30,
(Dollars in thousands)
2024
2023
2022
Cash Flows From Operating Activities
Net income
$
2,844,936
$
2,083,536
$
1,316,186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
349,136
317,416
257,314
Amortization
577,995
500,713
314,450
Stock incentive plan compensation
155,175
142,720
137,093
Deferred income taxes
32,476
91,865
(351,201)
Foreign currency transaction (gain) loss
(38,480)
45,647
(39,987)
Loss (gain) on disposal of property, plant and equipment
12,382
3,819
(5,727)
Gain on sale of businesses
(23,979)
(366,345)
(1,394)
(Gain) loss on marketable securities and other investments
(5,708)
(6,176)
1,159
Other, net
25,385
25,524
70,443
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
Accounts receivable, net
(85,091)
(16,675)
(179,126)
Inventories
101,385
53,124
(212,134)
Prepaid expenses and other
(63,512)
1,550
37,630
Other assets
(117,009)
(109,032)
(11,167)
Accounts payable, trade
(44,429)
91,551
131,384
Accrued payrolls and other compensation
(63,893)
87,375
(15,524)
Accrued domestic and foreign taxes
26,597
102,476
32,514
Other accrued liabilities
(72,596)
112,822
999,831
Pensions and other postretirement benefits
(79,919)
(109,481)
1,822
Other liabilities
(146,522)
(72,499)
(41,836)
Net cash provided by operating activities
3,384,329
2,979,930
2,441,730
Cash Flows From Investing Activities
Acquisitions (net of cash acquired of $89,704 in 2023)
—
(7,146,110)
—
Capital expenditures
(400,112)
(380,747)
(230,044)
Proceeds from sale of property, plant and equipment
9,065
13,244
39,353
Proceeds from sale of businesses
77,666
473,207
3,366
Purchase of marketable securities and other investments
(17,186)
(37,791)
(27,895)
Maturities and sales of marketable securities and other investments
24,292
56,786
31,809
Payments of deal-contingent forward contracts
—
(1,405,418)
—
Other, net
7,687
250,017
(235,426)
Net cash used in investing activities
(298,588)
(8,176,812)
(418,837)
Cash Flows From Financing Activities
Proceeds from exercise of stock options
3,606
3,476
2,831
Payments for common shares
(332,055)
(297,323)
(460,056)
Acquisition of noncontrolling interests
(2,883)
—
—
Proceeds from notes payable, net
359,275
357,636
1,422,026
Proceeds from long-term borrowings
24,011
2,023,400
3,598,056
Payments for long-term borrowings
(2,384,805)
(2,340,566)
(18,737)
Financing fees paid
—
(13,605)
(58,629)
Dividends paid
(782,048)
(704,054)
(569,855)
Net cash (used in) provided by financing activities
(3,114,899)
(971,036)
3,915,636
Effect of exchange rate changes on cash
(23,997)
(4,776)
(23,770)
Net (decrease) increase in cash and cash equivalents and restricted cash
(53,155)
(6,172,694)
5,914,759
Cash, cash equivalents and restricted cash at beginning of year
475,182
6,647,876
733,117
Cash, cash equivalents and restricted cash at end of year
$
422,027
$
475,182
$
6,647,876
Supplemental Data:
Cash paid during the year for:
Interest
$
491,423
$
464,701
$
240,313
Income taxes and related interest, penalties and purchased credits, net of refunds
851,899
411,440
549,223
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
37
CONSOLIDATED STATEMENT OF EQUITY
(Dollars in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)
Treasury
Shares
Noncontrolling
Interests
Total
Balance June 30, 2021
$
90,523
$
329,619
$
14,915,497
$
(1,566,727)
$ (5,370,605)
$
15,363
$ 8,413,670
Net income
1,315,605
581
1,316,186
Other comprehensive income (loss)
23,529
(1,526)
22,003
Dividends paid ($4.42 per share)
(569,294)
(561)
(569,855)
Stock incentive plan activity
(2,312)
62,510
60,198
Liquidation Activity
(1,948)
(1,948)
Shares purchased at cost
(380,334)
(380,334)
Balance June 30, 2022
$
90,523
$
327,307
$
15,661,808
$
(1,543,198)
$ (5,688,429)
$
11,909
$ 8,859,920
Net income
2,082,936
600
2,083,536
Other comprehensive income (loss)
250,326
(306)
250,020
Dividends paid ($5.47 per share)
(703,242)
(812)
(704,054)
Stock incentive plan activity
(21,785)
70,641
48,856
Shares purchased at cost
(199,999)
(199,999)
Balance June 30, 2023
$
90,523
$
305,522
$
17,041,502
$
(1,292,872)
$ (5,817,787)
$
11,391
$ 10,338,279
Net income
2,844,215
721
2,844,936
Other comprehensive (loss) income
(145,140)
169
(144,971)
Dividends paid ($6.07 per share)
(781,118)
(930)
(782,048)
Stock incentive plan activity
(41,429)
68,141
26,712
Acquisition activity
415
(2,430)
(2,015)
Shares purchased at cost
(200,000)
(200,000)
Balance June 30, 2024
$
90,523
$
264,508
$
19,104,599
$
(1,438,012)
$ (5,949,646)
$
8,921
$ 12,080,893
The accompanying notes are an integral part of the consolidated financial statements.
38
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 global leader in motion and control technologies. Leveraging a unique
combination of interconnected technologies, we design, manufacture, and provide aftermarket support for highly engineered
solutions that create value for customers primarily in aerospace & defense, in-plant & industrial equipment, transportation, off-
highway, energy, and HVAC & refrigeration markets around the world. We evaluate performance based on segment operating
income before corporate administrative expenses, interest expense and income taxes.
There are no individual customers to whom sales are more than four percent of the Company's consolidated sales. Due
to our diverse group of customers throughout the world, we do not consider ourself 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 our products and geographic operations mitigate the risk that adverse changes with respect to
any particular product and geographic operation would materially affect our operating results.
Use of Estimates - The preparation of consolidated financial statements in conformity with U.S. GAAP 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, inter-
segment and inter-area sales have been eliminated.
Revenue Recognition - Revenues are recognized when control of performance obligations, which are distinct goods
or services within the contract, is transferred to the customer. Control is transferred when the customer has the ability to direct
the use of and obtain the benefits from the goods or services. When revenue is recognized at a point in time, control generally
transfers at time of shipment. Revenues are recognized over time if the customer simultaneously receives control as the
Company performs work under a contract, if the customer controls the asset as it is being produced or if the product produced
for the customer has no alternative use and the Company has a contractual right to payment.
For contracts where revenue is recognized over time, we use the cost-to-cost, efforts expended or units of delivery
method depending on the nature of the contract, including length of production time. The estimation of these costs and efforts
expended 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. We make adjustments to these estimates on a consistent basis and establish a contract
reserve when the estimated costs to complete a contract exceed the expected contract revenues.
A contract’s transaction price is allocated to each distinct performance obligation. When there are multiple
performance obligations within a contract, the transaction price is allocated to each performance obligation based on its
standalone selling price. The primary method used to estimate a standalone selling price is the price observed in standalone
sales to customers of the same product or service. Revenue is recognized when control of the individual performance
obligations is transferred to the customer.
We consider the contractual consideration payable by the customer and assess variable consideration that may affect
the total transaction price. Variable consideration primarily includes prompt pay discounts, rebates and volume discounts and is
included in the estimated transaction price when there is a basis to reasonably estimate the amount, including whether the
estimate should be constrained in order to avoid a significant reversal of revenue in a future period. These estimates are based
on historical experience, anticipated performance under the terms of the contract and our best judgment at the time.
Payment terms vary by customer and the geographic location of the customer. The time between when revenue is
recognized and payment is due is not significant. Our contracts with customers generally do not include significant financing
components or noncash consideration.
Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Shipping and
handling costs are treated as fulfillment costs and are included in cost of sales. The costs to obtain a contract where the
amortization period for the related asset is one year or less are expensed as incurred.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts or as otherwise noted)
The term "year" and references to specific years refer to the applicable fiscal years.
39
June 30,
2024
2023
Notes receivable
$
93,114
$
102,288
Accounts receivable, other
238,315
206,879
Total
$
331,429
$
309,167
Property, Plant and Equipment and Depreciation - Property, 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. Maintenance and repairs are expensed. We review property, plant and
equipment for impairment whenever events or changes in circumstances indicate that their carrying value may not be
recoverable. When property, 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 property, plant and equipment caption in the Consolidated Balance Sheet is comprised of the following
components:
June 30,
2024
2023
Land and land improvements
$
379,316
$
385,376
Buildings and building equipment
2,129,378
2,051,546
Machinery and equipment
4,216,942
4,086,334
Construction in progress
348,938
342,289
Total
$
7,074,574
$
6,865,545
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 $294 million and $297 million at June 30, 2024 and 2023, 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 $152 million, $124 million and $76 million in 2024, 2023 and 2022, respectively, and are included
within other (income) expense, net in the Consolidated Statement of Income. Sales to and services performed for joint venture
companies totaled $74 million, $64 million and $47 million in 2024, 2023 and 2022, respectively. We received cash dividends
from joint venture companies of $148 million, $114 million and $82 million in 2024, 2023 and 2022, respectively.
Intangible Assets - Intangible assets primarily include patents and technology, trade names and customer relationships
and contracts and are recorded at cost and amortized on a straight-line method. Patents and technology are amortized over the
shorter of their remaining useful or legal life. Trade names are amortized over the estimated time period over which an
economic benefit is expected to be received. Customer relationships are amortized over a period based on anticipated customer
attrition rates or contractual lives. 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.
There is generally no unilateral right to return products. The Company primarily offers an assurance-type standard
warranty that the product will conform to certain specifications for a defined period of time or usage after delivery. This type of
warranty does not represent a separate performance obligation.
Cash and Cash Equivalents - Cash equivalents consist of short-term, highly liquid investments with a maturity of
three months or less. These investments are carried at cost plus accrued interest and are readily convertible into cash.
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. We evaluate the collectibility of our
receivables based on historical experience and current and forecasted economic conditions based on management's judgment.
Additionally, receivables are written off to bad debt when management makes a final determination of uncollectibility.
Allowance for credit losses was $21 million and $32 million at June 30, 2024 and 2023, respectively.
Non-Trade and Notes Receivable - The non-trade and notes receivable caption in the Consolidated Balance Sheet is
comprised of the following components:
40
Income Taxes - Income taxes are provided based upon income for financial reporting purposes. Taxes related to
Global Intangible Low-Taxed Income ("GILTI") are treated as a current period expense when incurred. Tax credits and similar
tax incentives are applied to reduce the provision for income taxes in the year in which the credits arise. We recognize 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.
Income tax effects resulting from adjusting temporary differences recorded in accumulated other comprehensive (loss) are
released when the circumstances on which they are based cease to exist.
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 hedging and intercompany transactions, are reported in accumulated other comprehensive
(loss). Such adjustments will affect net income only upon sale or liquidation of the underlying foreign investments. Exchange
(gains) losses from transactions in a currency other than the local currency of the entity involved are included within other
(income) expense, net in the Consolidated Statement of Income and were $(38) million, $46 million and $(40) million, in 2024,
2023 and 2022, respectively.
Business Combinations - From time to time, we may enter into business combinations. Business acquisitions are
accounted for using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the
tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase
consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The acquisition method of
accounting also requires us to refine these estimates over a measurement period not to exceed one year to reflect new
information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected
the measurement of the amounts recognized as of that date. Transaction costs associated with these acquisitions are expensed
as incurred.
Subsequent Events - We 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, 2024. On July 28, 2024, the Company signed an agreement to divest its
Meggitt composites and fuel containment ("CFC") business within the North America businesses of the Diversified Industrial
Segment for an enterprise value of $560 million on a cash-free, debt-free basis and subject to a working capital adjustment.
The CFC business has annual sales of approximately $350 million. Closing of this divestiture is subject to customary closing
conditions, including regulatory clearance, and is anticipated to occur prior to December 31, 2024.
Recent Accounting Pronouncements - In December 2023, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax
Disclosures," which enhances the disclosure requirements for income taxes primarily related to the rate reconciliation and
income taxes paid information. The amendments are effective for fiscal years beginning after December 15, 2024. Early
adoption is permitted. The amendment should be applied on a prospective basis. Retrospective application is permitted. The
Company is currently evaluating the impact this guidance will have on the Company's disclosures.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," which updates reportable segment disclosure requirements primarily through enhanced disclosures about
significant segment expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023,
and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments
should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating
the impact this guidance will have on the Company's disclosures.
In September 2022, the FASB issued ASU 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of
Supplier Finance Program Obligations," which requires a buyer in a supplier finance program to disclose information about the
program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective,
the buyer should disclose qualitative and quantitative information about its supplier finance programs, including the outstanding
amount under the program, the balance sheet presentation of the outstanding amount, and a rollforward of the obligations in the
program. This ASU should be adopted retrospectively for each balance sheet period presented; however, the rollforward
information should be provided prospectively. The amendments in this ASU are effective for fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information,
which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adopted the
guidance on July 1, 2023, except for the rollforward requirement, which becomes effective July 1, 2024. The adoption did not
have a material impact on the Company's consolidated financial statements.
41
2024
2023
2022
Motion Systems
$
3,706,055
$
3,830,062
$
3,489,431
Flow and Process Control
4,672,741
4,939,356
4,616,270
Filtration and Engineered Materials
6,078,350
5,936,275
5,236,345
Total
$
14,457,146
$
14,705,693
$
13,342,046
The Aerospace Systems Segment produces engine and airframe components and systems, which are utilized on virtually every
major commercial and military aircraft. Contracts generally consist of blanket purchase orders and individual long-term
production contracts. Blanket purchase orders, which have terms and conditions subject to long-term supply agreements, are
typically associated with individual purchase orders. Revenue in the Aerospace Systems Segment is typically recognized at the
time of product shipment, but a portion of revenue may be recognized over time in situations where the customer controls the
asset as it is produced or the product has no alternative use and we have an enforceable right to payment.
Aerospace Systems Segment revenues by market segment:
2024
2023
2022
Commercial original equipment manufacturer ("OEM")
$
1,778,928
$
1,461,279
$
889,649
Commercial aftermarket
1,814,395
1,363,965
514,727
Defense OEM
1,125,324
905,328
705,988
Defense aftermarket
753,813
628,929
409,198
Total
$
5,472,460
$
4,359,501
$
2,519,562
Total revenues by geographic region based on the Company's selling operation's location:
2024
2023
2022
North America
$
13,512,303
$
12,689,719
$
10,216,292
Europe
3,915,691
3,777,507
3,156,024
Asia Pacific
2,277,466
2,379,791
2,290,557
Latin America
224,146
218,177
198,735
Total
$
19,929,606
$
19,065,194
$
15,861,608
The majority of revenues from the Aerospace Systems Segment is generated from sales within North America.
2.
Revenue recognition
Revenue is derived primarily from the sale of products in the aerospace & defense, in-plant & industrial equipment,
transportation, off-highway, energy, and HVAC & refrigeration markets. A majority of the Company’s revenues are
recognized at a point in time. However, a portion of the Company’s revenues are recognized over time.
Disaggregation of revenue
Revenue from contracts with customers is disaggregated by technology platform for the Diversified Industrial Segment, by
market segment for the Aerospace Systems Segment and by geographic location for the total Company.
The Diversified Industrial Segment is an aggregation of several business units, which manufacture a broad range of motion-
control systems and components for builders and users of various types of manufacturing, packaging, processing,
transportation, agricultural, construction, and military vehicles and equipment. Contracts consist of individual purchase orders
for standard product, blanket purchase orders and production contracts. Blanket purchase orders are often associated with
individual purchase orders and have terms and conditions which are subject to a master supply or distributor agreement.
Individual production contracts, some of which may include multiple performance obligations, are typically for products
manufactured to the customer's specifications. Revenue in the Diversified Industrial Segment is typically recognized at the time
of product shipment, but a portion of revenue may be recognized over time for installation services or in situations where the
product has no alternative use and we have an enforceable right to payment.
Diversified Industrial Segment revenues by technology platform:
42
2024
2023
Contract assets, current (included within Prepaid expenses and other)
$
136,814
$
123,705
Contract assets, noncurrent (included within Investments and other assets)
21,063
23,708
Total contract assets
157,877
147,413
Contract liabilities, current (included within Other accrued liabilities)
(183,868)
(244,799)
Contract liabilities, noncurrent (included within Other liabilities)
(77,957)
(78,239)
Total contract liabilities
(261,825)
(323,038)
Net contract liabilities
$
(103,948) $
(175,625)
Net contract liabilities at June 30, 2024 decreased from the prior year amount due to timing differences between when revenue
was recognized and the receipt of advance payments. During 2024, approximately $178 million of revenue was recognized that
was included in the contract liabilities at June 30, 2023.
Remaining performance obligations
Our backlog represents 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 has been agreed to with the customer. We believe our backlog
represents our unsatisfied or partially unsatisfied performance obligations. Backlog at June 30, 2024 was $10.9 billion, of
which approximately 73 percent is expected to be recognized as revenue within the next 12 months and the balance thereafter.
3.
Acquisitions and Divestitures
Acquisitions
On September 12, 2022, we completed the Acquisition of all the outstanding ordinary shares of Meggitt for 800 pence per
share, resulting in an aggregate cash purchase price of $7.2 billion, including the assumption of debt.
Meggitt is a leader in design, manufacturing and aftermarket support of technologically differentiated systems and equipment in
aerospace, defense and selected energy markets with annual sales of approximately $2.1 billion for the year ended December
31, 2021. For segment reporting purposes, approximately 82 percent of Meggitt's sales are included in the Aerospace Systems
Segment, while the remaining 18 percent are included in the Diversified Industrial Segment.
Assets acquired and liabilities assumed are 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. During the measurement period which ended in September
2023, adjustments did not have a material impact on the Consolidated Statement of Income. The following table presents the
final estimated fair values of Meggitt's assets acquired and liabilities assumed on the Acquisition date.
Contract balances
Contract assets and contract liabilities are reported on a contract-by-contract basis. Contract assets reflect revenue recognized
and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in
advance of the satisfaction of performance under the contract. Payments from customers are received based on the terms
established in the contract with the customer.
Total contract assets and contract liabilities are as follows:
43
June 30, 2023
(previously reported)
Measurement Period
Adjustments
September 12, 2022
(Final)
Assets:
Cash and cash equivalents
$
89,704
$
—
$
89,704
Accounts receivable
409,642
1,181
410,823
Inventories
739,304
13,580
752,884
Prepaid expenses and other
102,032
20,673
122,705
Property, plant and equipment, net
658,997
(1,428)
657,569
Deferred income taxes
34,198
(18,730)
15,468
Other assets
180,991
(647)
180,344
Intangible assets
5,679,200
(28,000)
5,651,200
Goodwill
2,789,080
10,891
2,799,971
Total assets acquired
$
10,683,148
$
(2,480) $
10,680,668
Liabilities:
Notes payable and long-term debt payable within one year
$
308,176
$
—
$
308,176
Accounts payable, trade
219,842
(705)
219,137
Accrued payrolls and other compensation
87,074
(1)
87,073
Accrued domestic and foreign taxes
21,068
(818)
20,250
Other accrued liabilities
322,040
158,137
480,177
Long-term debt
711,703
—
711,703
Pensions and other postretirement benefits
99,553
(2,028)
97,525
Deferred income taxes
1,259,417
(19,700)
1,239,717
Other liabilities
418,461
(137,365)
281,096
Total liabilities assumed
3,447,334
(2,480)
3,444,854
Net assets acquired
$
7,235,814
$
—
$
7,235,814
Goodwill is calculated as the excess of the purchase price over the net assets acquired and represents cost synergies and
enhancements to our existing technologies. For tax purposes, Meggitt's goodwill is not deductible. Based upon a final
acquisition valuation, we acquired $4.2 billion of customer-related intangible assets, $1.1 billion of technology and $303
million of trade names, each with weighted-average estimated useful lives of 21, 22 and 18 years, respectively. These
intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth,
earnings before interest, taxes, depreciation and amortization, royalty rates and discount rates. Such assumptions are classified
as level 3 inputs within the fair value hierarchy.
Based upon a final acquisition valuation, the fair value of the assets acquired includes $115 million and $91 million of
operating and finance lease right-of-use assets, respectively. The fair value of liabilities assumed includes $116 million and $90
million of operating and finance lease liabilities, respectively, of which, $18 million and $1 million of operating and finance
lease liabilities, respectively, are current liabilities.
Debt assumed included $900 million aggregate principal amount of private placement notes with fixed interest rates ranging
from 2.78 percent to 3.60 percent, and maturity dates ranging from July 2023 to July 2026. The private placement notes were
recorded at fair value at acquisition. In October 2022, we paid off $300 million aggregate principal amount of private
placement notes in two tranches pursuant to an offer to noteholders according to change in control provisions. In June 2023,
the Company paid the remaining $600 million aggregate principal amount of private placement notes assumed in the
Acquisition, which resulted in a $10 million charge recorded in interest expense in the Consolidated Statement of Income
associated with the fair value discount.
Based upon a final acquisition valuation, we also assumed $142 million of liabilities associated with environmental matters.
Approximately $102 million of environmental matters are included within other accrued liabilities, and the remainder is
included within other liabilities in the Consolidated Balance Sheet. The environmental matters primarily relate to known
exposures arising from environmental litigation, investigations and remediation of certain sites for which Meggitt has been
identified as a potentially responsible party. The liabilities are based on outcomes of litigation and estimates of the level and
timing of remediation costs, including the period of operating and monitoring activities required.
44
2023
2022
Net sales
$ 19,446,524
$ 17,911,409
Net income attributable to common shareholders
1,956,813
1,529,970
The historical consolidated financial information of Parker and Meggitt has been adjusted in the pro forma information in the
table above to give effect to events that are directly attributable to the Acquisition and factually supportable. To reflect the
occurrence of the Acquisition on July 1, 2021, the unaudited pro forma information includes adjustments for the amortization of
the step-up of inventory to fair value and incremental depreciation and amortization expense resulting from the fair value
adjustments to property, plant and equipment and intangible assets. These adjustments were based upon a preliminary purchase
price allocation. Additionally, adjustments to financing costs and income tax expense were also made to reflect the capital
structure and anticipated effective tax rate of the combined entity. Additionally, the pro forma information includes
adjustments for non-recurring transactions directly related to the Acquisition, including the gain on the divestiture of the aircraft
wheel and brake business, loss on deal-contingent forward contracts, and transaction costs. These non-recurring adjustments
totaled $199 million and $654 million in 2023 and 2022, respectively. The resulting pro forma amounts are not necessarily
indicative of the results that would have been obtained if the Acquisition had occurred as of the beginning of the period
presented or that may occur in the future, and do not reflect future synergies, integration costs or other such costs or savings.
Divestitures
During December 2023, we divested our Filter Resources business, which was part of the Diversified Industrial Segment, for
proceeds of $37 million. The resulting pre-tax gain of $12 million is included in gain on sale of businesses and assets, net in the
Consolidated Statement of Income. The operating results and net assets of the Filter Resources business were immaterial to the
Company's consolidated results of operations and financial position.
During September 2023, we divested the MicroStrain sensing systems business, which was part of the Diversified Industrial
Segment, for proceeds of $37 million. The resulting pre-tax gain of $13 million is included in gain on sale of businesses and
assets, net in the Consolidated Statement of Income. The operating results and net assets of the MicroStrain sensing systems
business were immaterial to the Company's consolidated results of operations and financial position.
During March 2023, we divested a French aerospace business, which was part of the Aerospace Systems Segment, for proceeds
of $27 million. The resulting pre-tax loss of $12 million is included in gain on sale of businesses and assets, net in the
Consolidated Statement of Income. The operating results and net assets of the French aerospace business were immaterial to
the Company's consolidated results of operations and financial position.
During September 2022, we divested our aircraft wheel and brake business, which was part of the Aerospace Systems Segment,
for proceeds of $443 million. The resulting pre-tax gain of $374 million is included in gain on sale of businesses and assets, net
in the Consolidated Statement of Income. The operating results and net assets of the aircraft wheel and brake business were
immaterial to the Company's consolidated results of operations and financial position.
Our consolidated financial statements for 2023 include the results of operations of Meggitt from the date of acquisition through
June 30, 2023. Net sales and segment operating income attributable to Meggitt during 2023 were $2.1 billion and $23 million,
respectively. Segment operating income attributable to Meggitt includes estimated amortization and depreciation expense
associated with the preliminary fair value estimates of intangible assets, plant and equipment, inventory, as well as acquisition
integration charges. Refer to Note 4 for further discussion of acquisition integration charges.
Acquisition-related transaction costs totaled $115 million in 2023. These costs are included in SG&A in the Consolidated
Statement of Income.
The following table presents unaudited pro forma information for 2023 and 2022 as if the Acquisition had occurred on July 1,
2021.
(Unaudited)
45
2024
2023
2022
Diversified Industrial
$
50,075
$
23,641
$
13,787
Aerospace Systems
319
3,065
967
Other (income) expense, net
3,062
—
3
Workforce reductions in connection with such business realignment charges by business segment are as follows:
2024
2023
2022
Diversified Industrial
1,064
728
300
Aerospace Systems
1
30
10
The business realignment charges are presented in the Consolidated Statement of Income as follows:
2024
2023
2022
Cost of sales
$
29,585
$
15,993
$
5,007
Selling, general and administrative expenses
20,809
10,713
9,747
Loss (gain) on sale of businesses and assets, net
3,062
—
3
During 2024, approximately $49 million in payments were made relating to business realignment charges. Remaining
payments related to current-year and prior-year business realignment actions of approximately $14 million, a majority of which
are expected to be paid by December 31, 2024, are primarily reflected within the accrued payrolls and other compensation and
other accrued liabilities captions in the Consolidated Balance Sheet. Additional charges may be recognized in future periods
related to the business realignment and acquisition integration actions described above, the timing and amount of which are not
known at this time.
In addition to the business realignment charges discussed above, in 2022, we incurred $20 million of expense as a result of our
exit of business operations in Russia. These charges primarily consist of write-downs of inventory and other working capital
items and $8 million of foreign currency translation expense reclassified from accumulated other comprehensive income.
Within the business segment information in Note 19, $7 million of expense was recorded in other (income) expense, net while
the remainder of the charge was split evenly between the Aerospace Systems Segment and the international businesses within
the Diversified Industrial Segment.
We also incurred acquisition integration charges related to the Meggitt and Lord acquisitions. Charges by business segment are
as follows:
2024
2023
2022
Diversified Industrial
$
3,930
$
8,511
$
3,589
Aerospace Systems
34,343
86,928
1,177
In both 2024 and 2023, acquisition integration charges relate to the acquisition of Meggitt. In 2022, charges within the
Diversified Industrial and Aerospace Systems Segment relate to the acquisitions of Lord and Meggitt, respectively. These
charges were primarily included in selling, general and administrative expenses within the Consolidated Statement of Income.
4.
Business Realignment and Acquisition Integration Charges
The Company incurred business realignment and acquisition integration charges in 2024, 2023 and 2022. Business realignment
charges included severance costs related to actions taken under the Company's simplification initiative aimed at reducing
organizational and process complexity, as well as plant closures. In 2024, 2023 and 2022, a majority of the business
realignment charges were incurred in Europe. We believe the realignment actions will positively impact future results of
operations but will not have a material effect on liquidity and sources and uses of capital.
Business realignment charges by business segment are as follows:
46
2024
2023
2022
United States
$
2,120,257
$
1,408,206
$
646,364
Foreign
1,474,346
1,271,458
967,862
$
3,594,603
$
2,679,664
$
1,614,226
Income taxes include the following:
2024
2023
2022
Federal
Current
$
327,714
$
161,465
$
297,672
Deferred
10,595
81,426
(253,123)
Foreign
Current
355,374
297,199
303,089
Deferred
15,981
(13,509)
(45,977)
State and local
Current
34,103
45,599
48,479
Deferred
5,900
23,948
(52,100)
$
749,667
$
596,128
$
298,040
A reconciliation of the effective income tax rate to the statutory federal rate follows:
2024
2023
2022
Statutory federal income tax rate
21.0 %
21.0 %
21.0 %
State and local income taxes
0.9
2.1
(0.2)
Tax related to international activities
2.3
1.2
2.7
Cash surrender value of life insurance
(0.1)
(0.1)
0.5
Foreign derived intangible income deduction
(1.5)
(1.1)
(3.7)
Research tax credit
(0.6)
(0.7)
(0.8)
Share-based compensation
(1.2)
(1.0)
(1.3)
Other
0.1
0.8
0.3
Effective income tax rate
20.9 %
22.2 %
18.5 %
In December 2021, the Organization for Economic Cooperation and Development (OECD) published a framework, known as
Pillar Two, defining a global minimum tax of 15 percent on large corporations. The OECD has since issued administrative
guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Several
countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal effective for years
beginning after December 31, 2023, which for us is fiscal year 2025. While we are monitoring developments and evaluating
the potential impact on future periods, we do not expect Pillar Two to have a significant impact on our 2025 consolidated
financial statements. Future legislation and guidance may result in a change to our current assessment.
5.
Income Taxes
Income before income taxes was derived from the following sources:
47
2024
2023
Retirement benefits
$
123,951
$
158,560
Other liabilities and reserves
213,866
240,821
Long-term contracts
45,279
37,747
Stock-based compensation
34,141
33,374
Loss carryforwards
1,063,837
1,083,732
Inventory
67,917
96,501
Capitalized research and development
145,697
92,191
Tax credit carryforwards
36,062
18,773
Unrealized currency exchange gains and losses
(18,302)
(1,680)
Undistributed foreign earnings
(30,468)
(21,304)
Depreciation and amortization
(2,103,689)
(2,228,606)
Valuation allowance
(1,069,510)
(1,078,354)
Net deferred tax (liability)
$
(1,491,219) $
(1,568,245)
Change in net deferred tax (liability):
Provision for deferred tax
$
(32,476) $
(91,865)
Items of other comprehensive (loss) income
(23,514)
(64,342)
Acquisitions and other
133,016
(1,215,579)
Total change in net deferred tax
$
77,026
$
(1,371,786)
As of June 30, 2024, we recorded deferred tax assets of $1,064 million resulting from $4,443 million in loss carryforwards. A
valuation allowance of $1,039 million related to the loss carryforwards has been established due to the uncertainty of their
realization. Of this valuation allowance, $1,021 million 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 $30 million related to other future deductible items has been
established due to the uncertainty of their realization.
Although future distributions of foreign earnings to the United States should not be subject to U.S. federal income taxes, other
U.S. or foreign taxes may be imposed on such earnings. We have analyzed existing factors and determined we will no longer
permanently reinvest certain foreign earnings. On these undistributed foreign earnings of approximately $1,006 million that are
no longer permanently reinvested outside of the United States, we have recorded a deferred tax liability of $14 million. The
remaining undistributed foreign earnings of approximately $1,133 million remain permanently reinvested outside the United
States at June 30, 2024. Of these undistributed earnings, we have recorded a deferred tax liability of $16 million where certain
foreign holding companies are not permanently reinvested in their subsidiaries. It is not practicable to estimate the additional
taxes, including applicable foreign withholding taxes, that might be payable on the potential distribution of such permanently
reinvested foreign earnings.
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:
48
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2024
2023
2022
Balance July 1
$
113,503
$
90,669
$
100,759
Additions for tax positions related to current year
6,479
9,389
7,039
Additions for tax positions of prior years
—
6,171
1,415
Additions for acquisitions
4,195
25,957
—
Reductions for tax positions of prior years
(4,869)
(3,063)
(140)
Reductions for settlements
—
(6,923)
(3,127)
Reductions for expiration of statute of limitations
(15,019)
(11,199)
(6,647)
Effect of foreign currency translation
(2,185)
2,502
(8,630)
Balance June 30
$
102,104
$
113,503
$
90,669
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $102 million,
$114 million and $91 million as of June 30, 2024, 2023 and 2022, respectively. The accrued interest related to the gross
unrecognized tax benefits, excluded from the amounts above, was $27 million, $21 million, and $18 million as of June 30,
2024, 2023 and 2022, respectively. The accrued penalties related to the gross unrecognized tax benefits, excluded from the
amounts above, was $2 million as of both June 30, 2024 and 2023. There were no accrued penalties related to the gross
unrecognized tax benefits as of June 30, 2022.
It is reasonably possible that, within the next 12 months, the amount of gross unrecognized tax benefits could be reduced by up
to approximately $40 million 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.
We file income tax returns in the United States and in various foreign jurisdictions. In the normal course of business, we are
subject to examination by taxing authorities throughout the world. We are open to assessment of our U.S. federal income tax
returns by the Internal Revenue Service for years after 2013, and our state and local income tax returns for years after 2016.
We are open to assessment for significant foreign jurisdictions for years after 2011.
6.
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 equity-based awards. The
reconciliation of the numerator and denominator of basic and diluted earnings per share was as follows:
2024
2023
2022
Numerator:
Net income attributable to common shareholders
$
2,844,215
$
2,082,936
$
1,315,605
Denominator:
Basic - weighted-average common shares
128,507,352
128,367,842
128,539,387
Increase in weighted-average common shares from dilutive effect of
equity-based awards
1,732,385
1,454,243
1,816,556
Diluted - weighted-average common shares, assuming exercise of
equity-based awards
130,239,737
129,822,085
130,355,943
Basic earnings per share
$
22.13
$
16.23
$
10.24
Diluted earnings per share
$
21.84
$
16.04
$
10.09
For 2024, 2023 and 2022, 0.4 million, 1.0 million and 0.4 million common shares, respectively, subject to equity-based awards
were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.
49
June 30,
2024
2023
Finished products
$
777,775
$
794,128
Work in process
1,421,104
1,488,665
Raw materials
587,921
625,086
Total
$
2,786,800
$
2,907,879
8.
Supply Chain Financing
We have supply chain financing ("SCF") programs with financial intermediaries, which provide certain suppliers the option to
be paid by the financial intermediaries earlier than the due date on the applicable invoice. We are not a party to the agreements
between the participating financial intermediaries and the suppliers in connection with the programs. The range of payment
terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the SCF programs. We do
not reimburse suppliers for any costs they incur for participation in the SCF programs and their participation is voluntary.
Amounts due to our suppliers that elected to participate in the SCF programs are included in accounts payable, trade on the
Consolidated Balance Sheet and payments made under the SCF programs are included within operating activities on the
Consolidated Statement of Cash Flows. Accounts payable, trade included approximately $116 million and $85 million payable
to suppliers who have elected to participate in the SCF programs as of June 30, 2024 and June 30, 2023, respectively. The
amounts settled through the SCF programs and paid to the participating financial intermediaries totaled $331 million and $284
million during 2024 and 2023, respectively.
9.
Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are as follows:
Diversified
Industrial
Segment
Aerospace
Systems Segment
Total
Balance June 30, 2022
$
7,185,981
$
554,101
$
7,740,082
Acquisitions
452,008
2,337,072
2,789,080
Divestitures
(1,064)
(2,232)
(3,296)
Foreign currency translation and other
45,830
56,898
102,728
Balance June 30, 2023
$
7,682,755
$
2,945,839
$
10,628,594
Acquisitions
1,113
9,778
10,891
Divestitures
(25,387)
—
(25,387)
Foreign currency translation and other
(51,052)
(55,613)
(106,665)
Balance June 30, 2024
$
7,607,429
$
2,900,004
$
10,507,433
Acquisitions represent goodwill resulting from the purchase price allocation for the Acquisition during the measurement period.
Refer to Note 3 for further discussion.
Divestitures represent goodwill associated with the sale of businesses during 2024 and 2023.
Goodwill is tested for impairment at the reporting unit level annually and between annual tests whenever events or
circumstances indicate that the carrying value of a reporting unit may exceed its fair value. Our annual impairment tests
performed in 2024, 2023 and 2022 resulted in no impairment loss being recognized.
7.
Inventories
Inventories are stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Cost components
include raw materials, purchased components, labor and overhead.
The inventories caption in the Consolidated Balance Sheet is comprised of the following components:
50
2024
2023
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Patents and technology
$
2,116,999
$
451,908
$
2,128,847
$
352,040
Trade names
1,041,633
441,382
1,047,678
390,737
Customer relationships and other
8,044,208
2,493,369
8,109,063
2,092,197
Total
$
11,202,840
$
3,386,659
$
11,285,588
$
2,834,974
Total intangible asset amortization expense in 2024, 2023 and 2022 was $578 million, $501 million and $314 million,
respectively. The estimated intangible asset amortization expense for the five years ending June 30, 2025 through 2029 is $550
million, $550 million, $542 million, $534 million and $506 million, 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 material intangible asset impairments occurred in 2024, 2023 or 2022.
10.
Financing Arrangements
The Company has a line of credit totaling $3.0 billion through a multi-currency revolving credit agreement with a group of
banks, of which $0.9 billion was available for borrowing as of June 30, 2024. The credit agreement expires June 2028;
however, the Company has the right to request a one-year extension of the expiration date on an annual basis, which 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
supports our commercial paper program, and issuances of commercial paper reduce the amount of credit available under the
agreement. The credit agreement requires the payment of an annual facility fee, the amount of which may increase in the event
our credit ratings are lowered. Although a lowering of our credit ratings would likely increase the cost of future debt, it would
not limit our 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 $3.0 billion of short-term commercial paper notes. Commercial paper notes
outstanding as of June 30, 2024 and 2023 were $2.1 billion and $1.8 billion, respectively. The Company had no outstanding
borrowings from foreign banks at June 30, 2024 and 2023. The weighted-average interest rate on notes payable outstanding at
June 30, 2024 and 2023 was 5.5 percent and 5.6 percent, respectively.
In the ordinary course of business, some of our locations 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 our rating level at June 30, 2024, the most
restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.65 to 1.0. As of
June 30, 2024, our debt to debt-shareholders' equity ratio was 0.47 to 1.0. We are in compliance with all covenants.
Intangible assets are amortized on a straight-line method over their legal or estimated useful lives. The gross carrying value and
accumulated amortization for each major category of intangible asset at June 30 are as follows:
51
11.
Debt
June 30,
2024
2023
Domestic:
Fixed rate medium-term notes, 3.30% to 6.25%, due 2025 - 2045
$
1,825,000
$
1,825,000
Senior Notes, 2.70% to 4.50%, due 2024 - 2049
5,300,000
7,275,000
Term Loan Facility, due 2026
490,000
875,000
Foreign:
Euro Senior Notes, 1.125%, due 2025
749,945
763,770
Other long-term debt
104,794
106,598
Deferred debt issuance costs
(57,725)
(74,713)
Total long-term debt
8,412,014
10,770,655
Less: Long-term debt payable within one year
1,254,980
1,974,371
Long-term debt, net
$
7,157,034
$
8,796,284
In September 2022, the Company fully drew against the $2.0 billion delayed-draw Term Loan Facility (the "Term Loan
Facility"), which will mature in its entirety in September 2025. We used the proceeds of the Term Loan Facility to finance a
portion of the Acquisition. At June 30, 2024, the Term Loan Facility had an interest rate of Secured Overnight Financing Rate
plus 122.5 bps. Interest payments are made at the interest reset dates, which are either one, three, or six months at the discretion
of the Company. Additionally, the provisions of the Term Loan Facility allow for prepayments at the Company's discretion.
During 2024, we made principal payments totaling $385 million related to the Term Loan Facility. We also repaid in full $575
million and $1.4 billion aggregate principal amount of Senior Notes, with interest rates of 2.70 percent and 3.65 percent,
respectively, which matured in 2024.
Principal amounts of long-term debt payable in the five years ending June 30, 2025 through 2029 are $1,261 million, $500
million, $710 million, $1,209 million and $1,009 million, respectively. The principal amounts of long-term debt payable
exclude the amortization of debt issuance costs.
12.
Leases
We primarily enter into lease agreements for office space, distribution centers, certain manufacturing facilities and equipment.
Certain leases contain options that provide us with the ability to extend the lease term. Such options are included in the lease
term when it is reasonably certain that the option will be exercised. When accounting for leases, we combine payments for
leased assets, related services and other components of a lease. Payments within certain lease agreements are adjusted
periodically for changes in an index or rate. In addition, leases with an initial term of 12 months or less are not recorded on the
Consolidated Balance Sheet.
The discount rate implicit within our leases is generally not determinable, and therefore we determine the discount rate based on
our incremental borrowing rate. The incremental borrowing rate for our leases is determined based on lease term and the
currency in which lease payments are made.
The components of lease expense are as follows:
2024
2023
2022
Operating lease expense
$
67,562
$
60,411
$
46,026
Finance lease cost:
Amortization of lease assets
7,511
5,604
1,861
Interest on lease liabilities
5,338
4,383
390
Short-term lease cost
8,653
7,577
7,041
Variable lease cost
6,051
5,747
5,849
Total lease cost
$
95,115
$
83,722
$
61,167
52
Supplemental cash flow information related to leases is as follows:
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows - payments on operating leases
$
65,286
$
57,717
$
45,371
Operating cash outflows - interest payments on finance leases
5,338
4,383
390
Financing cash outflows - payments on finance lease obligations
4,658
5,141
1,992
Right-of-use assets obtained in exchange for operating lease obligations
41,965
45,365
50,925
Right-of-use assets obtained in exchange for finance lease obligations
4,084
1,340
—
Supplemental balance sheet information related to operating leases is as follows:
2024
2023
Operating Leases
Operating lease right-of-use assets (included within Investments and other assets)
$
225,952
$
232,733
Current operating lease liabilities (included within Other accrued liabilities)
$
54,158
$
50,523
Long-term operating lease liabilities (included within Other liabilities)
179,849
187,445
Total operating lease liabilities
$
234,007
$
237,968
Finance Leases
Buildings and building equipment
$
106,667
$
107,910
Machinery and equipment
9,298
5,113
Accumulated depreciation
(15,443)
(8,196)
Property, plant and equipment, net
$
100,522
$
104,827
Notes payable and long-term debt payable within one year
$
5,042
$
4,198
Long-term debt
98,343
100,889
Total finance lease liabilities
$
103,385
$
105,087
Weighted-average remaining lease term
Operating leases
6.4 years
6.9 years
Finance leases
19.5 years
20.8 years
Weighted-average discount rate
Operating leases
4.2 %
3.9 %
Finance leases
5.2 %
5.2 %
Maturities of lease liabilities at June 30, 2024 are as follows:
Operating Leases
Finance Leases
2025
$
62,573
$
10,243
2026
50,428
10,164
2027
38,914
9,728
2028
29,243
8,851
2029
20,245
8,932
Thereafter
70,756
118,354
Total lease payments
$
272,159
$
166,272
Less imputed interest
38,152
62,887
Total lease liabilities
$
234,007
$
103,385
53
U.S. Pension Benefits
Non-U.S. Pension Benefits
2024
2023
2022
2024
2023
2022
Benefit cost
Service cost
$
29,303
$
34,705
$
48,382
$
22,033
$
22,713
$
28,256
Interest cost
189,505
165,074
92,475
79,489
60,394
17,775
Expected return on plan assets
(257,531)
(237,704)
(227,302)
(95,147)
(73,441)
(40,586)
Amortization of prior service cost
907
536
3,500
369
395
603
Amortization of unrecognized actuarial loss
1,605
8,316
140,735
6,389
8,862
16,553
Amortization of transition obligation
—
—
—
—
—
8
One-time charges related to divestitures
—
—
—
—
(2,480)
—
Net periodic benefit cost
$ (36,211) $ (29,073) $
57,790
$
13,133
$
16,443
$
22,609
Components of net pension benefit cost, other than service cost, are included in other (income) expense, net in the Consolidated
Statement of Income.
U.S. Pension Benefits
Non-U.S. Pension Benefits
2024
2023
2024
2023
Change in benefit obligation
Benefit obligation at beginning of year
$
4,007,740
$
3,939,482
$
1,827,951
$
1,019,837
Service cost
29,303
34,705
22,033
22,713
Interest cost
189,505
165,074
79,489
60,394
Acquisition
—
320,401
—
860,738
Plan amendments
16,656
2,521
—
—
Divestiture
—
—
—
(1,779)
Actuarial gain
(105,971)
(210,414)
(5,863)
(139,062)
Benefits paid
(414,054)
(244,029)
(81,028)
(68,729)
Foreign currency translation and other
—
—
(26,060)
73,839
Benefit obligation at end of year
$
3,723,179
$
4,007,740
$
1,816,522
$
1,827,951
Change in plan assets
Fair value of plan assets at beginning of year
$
3,548,112
$
3,353,420
1,907,183
1,008,733
Actual gain (loss) on plan assets
179,145
161,568
97,737
(130,169)
Acquisition
—
263,927
—
876,780
Employer contributions
49,888
13,226
105,273
139,812
Benefits paid
(414,054)
(244,029)
(81,028)
(68,729)
Foreign currency translation and other
—
—
(26,149)
80,756
Fair value of plan assets at end of year
$
3,363,091
$
3,548,112
$
2,003,016
$
1,907,183
Funded status
$
(360,088) $
(459,628) $
186,494
$
79,232
13.
Retirement Benefits
Pensions - The Company has noncontributory defined benefit pension plans covering eligible employees, including certain
employees in foreign countries. Our largest plans are generally closed to new participants. 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. We also have 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. We also sponsor defined contribution plans and participate in government-
sponsored programs in certain foreign countries. During 2023, we acquired several U.S. and Non-U.S. defined benefit pension
plans in connection with the Acquisition.
A summary of the Company's defined benefit pension plans follows:
54
U.S. Pension Benefits
Non-U.S. Pension Benefits
2024
2023
2024
2023
Amounts recognized on the Consolidated Balance
Sheet1
Investments and other assets
$
—
$
—
$
243,783
$
145,809
Other accrued liabilities
(62,967)
(57,023)
(832)
(760)
Pensions and other postretirement benefits
(297,121)
(402,605)
(56,457)
(65,817)
Net amount recognized
$
(360,088) $
(459,628) $
186,494
$
79,232
Amounts recognized in Accumulated Other
Comprehensive (Loss)1
Net actuarial loss
$
315,206
$
344,395
$
232,967
$
249,542
Prior service cost
20,259
4,511
1,619
1,978
Net amount recognized
$
335,465
$
348,906
$
234,586
$
251,520
1The 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.
As of the date of the Acquisition, the Meggitt plans were remeasured at fair value using accounting policies consistent with
Parker plans.
At June 30, 2024, the U.S. benefit obligation decreased primarily due to higher discount rates. The Non-U.S. benefit obligation
decreased slightly at June 30, 2024, primarily due to benefit payments and foreign currency translation, partially offset by
service cost and interest cost related increases. At June 30, 2023, both the U.S. and Non-U.S. benefit obligations increased
primarily due to plans acquired with the Acquisition, partially offset by increased discount rates.
In 2024, the predominant drivers of the decrease in U.S. plan assets are lump sum benefit payments and lower than expected
actual return on assets. Contributions are the largest factor explaining the increase in Non-U.S. plan assets during 2024. The
plans acquired with the Acquisition are the primary contributing factor for the increase in U.S. and Non-U.S. plan assets fair
value during 2023.
The accumulated benefit obligation for all defined benefit plans was $5.4 billion and $5.7 billion at June 30, 2024 and 2023,
respectively.
Information for pension plans with accumulated benefit obligations in excess of plan assets:
2024
2023
Accumulated benefit obligation
$
3,778,330
$
4,352,952
Fair value of plan assets
3,502,313
3,955,284
Information for pension plans with projected benefit obligations in excess of plan assets:
2024
2023
Projected benefit obligation
$
4,211,478
$
4,545,650
Fair value of plan assets
3,794,100
4,019,445
We expect to make cash contributions of approximately $141 million to our defined benefit pension plans in 2025, of which
$63 million and $78 million relate to U.S. and non-U.S. plans, respectively.
55
The following benefit payments are expected to be paid during each respective year:
Estimated U.S.
Benefit Payments
Estimated Non-U.S.
Benefit Payments
2025
$
320,196
$
90,611
2026
271,372
94,139
2027
275,091
96,586
2028
275,915
98,000
2029
285,845
101,622
2030 - 2034
1,401,115
531,742
The assumptions used to measure net periodic benefit cost for the Company's defined benefit plans are:
2024
2023
2022
U.S. defined benefit plan
Discount rate
4.88 %
4.36 %
2.55 %
Average increase in compensation
3.81 %
3.35 %
3.05 %
Expected return on plan assets
7.00 %
6.50 %
6.50 %
Non-U.S. defined benefit plans
Discount rate
0.90% to 5.20%
0.60% to 5.06%
0.25% to 2.95%
Average increase in compensation
2.00% to 4.40%
1.75% to 4.00%
1.75% to 4.50%
Expected return on plan assets
0.30% to 6.80%
1.00% to 5.10%
1.00% to 4.50%
The assumptions used to measure the benefit obligation for the Company's defined benefit plans are:
2024
2023
U.S. defined benefit plan
Discount rate
5.27 %
4.88 %
Average increase in compensation
3.76 %
3.81 %
Non-U.S. defined benefit plans
Discount rate
1.46% to 5.23%
0.90% to 5.20%
Average increase in compensation
2.00% to 4.50%
2.00% to 4.40%
The discount rate assumption is based on current rates of high-quality, long-term corporate bonds over the same estimated time
period that benefit payments will be required to be made. The expected return on plan assets assumption is based on the
weighted-average expected return of the various asset classes in the plans' portfolio. The asset class return is developed using
historical asset return performance as well as current market conditions such as inflation, interest rates and equity market
performance.
The weighted-average allocation of the majority of the assets related to the defined benefit plans is as follows:
2024
2023
Equity securities
26 %
30 %
Debt securities
49 %
45 %
Other investments
25 %
25 %
100 %
100 %
56
June 30, 2024
Quoted Prices In
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
454,659
$
448,510
$
6,149
$
—
Equity securities
U.S. based companies
679,972
679,972
—
—
Non-U.S. based companies
144,760
85,692
59,068
—
Fixed income securities
Corporate debt securities
933,191
28,790
904,401
—
Government issued securities
809,892
556,599
253,293
—
Mutual funds
Equity funds
12,494
12,494
—
—
Mutual funds measured at net asset value
331,215
Common/Collective trusts measured at net asset value
1,561,752
Limited Partnerships measured at net asset value
125,695
Other financial instruments
312,477
12,717
299,760
—
Total at June 30, 2024
$
5,366,107
$
1,824,774
$
1,522,671
$
—
June 30, 2023
Quoted Prices In
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
$
341,812
$
333,978
$
7,834
$
—
Equity securities
U.S. based companies
538,118
523,649
14,469
—
Non-U.S. based companies
152,354
76,173
76,181
—
Fixed income securities
Corporate debt securities
464,056
118,536
345,520
—
Government issued securities
610,326
570,368
39,958
—
Mutual funds
Equity funds
11,406
11,406
—
—
Fixed income funds
357
357
—
—
Mutual funds measured at net asset value
264,346
Common/Collective trusts measured at net asset value
2,626,832
Limited Partnerships measured at net asset value
137,077
Other financial instruments
308,610
—
308,610
—
Total at June 30, 2023
$
5,455,294
$
1,634,467
$
792,572
$
—
The weighted-average target asset allocation as of June 30, 2024 is 36 percent equity securities, 48 percent debt securities and
16 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. and U.K. defined benefit
plans account for 63 percent and 24 percent, respectively, of our total defined benefit plan assets. The overall investment
strategy with respect to our U.S. defined benefit plan is to use a funding strategy more heavily weighted toward liability-
hedging assets as the funded status improves. Over time, we will continue to add long duration fixed income investments to the
portfolio. These securities are highly correlated with our pension liabilities and will be managed in a liability framework. For
the U.K. defined benefit plans, the overall investment strategy is primarily to utilize growth assets to achieve a return in excess
of the risk-free rate and to utilize fixed income investments to achieve a rate of return that is at least commensurate with the
changes in the cost of providing fixed and index-linked annuities.
The fair values of pension plan assets at June 30, 2024 and at June 30, 2023, by asset class, are as follows:
57
2024
2023
2022
Shares held by ESOP
3,422,781
3,779,985
4,125,214
Company matching contributions
$
116,867
$
104,237
$
87,554
In addition to shares within the ESOP, as of June 30, 2024, employees have elected to invest in 1,081,148 shares of common
stock within a company stock fund of the savings and investment 401(k) plan.
Cash and cash equivalents are valued at cost, which approximates fair value. The U.S. defined benefit plan uses a liability-
hedging initiative that requires the plan to maintain a certain cash balance. At June 30, 2024, this required cash balance totaled
approximately $51 million.
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 Parker stock with a fair value of $672 million and $519 million as of June 30, 2024 and 2023,
respectively.
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 presented in the tables above to permit
reconciliation of the fair value hierarchy to total pension plan assets. Redemption of a certain mutual fund is subject to a lock-
up period, lasting throughout its duration, scheduled to terminate July 2026. However, this mutual fund may extend its duration
up to an additional two years under certain conditions.
Common/Collective trusts primarily consist of equity, fixed income and real estate 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 of all common/collective trusts requires no more than a 90-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 presented in the tables above to permit reconciliation of the fair value hierarchy to total pension
plan assets.
Limited Partnerships' interest in venture capital investments are measured at fair value based on net asset value as determined
by the respective fund investment. A certain limited partnership investment is restricted to a maximum redemption of 20
percent of its account balance every six months upon a 90-day notification 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 presented in
the tables above to permit reconciliation of the fair value hierarchy to total pension plan assets.
Other financial instruments primarily include insurance contracts within the Non-U.S. pension plans' asset portfolio, as well as
derivative instruments associated with our liability hedging strategies. Insurance contracts are valued at the present value of
future cash flows promised under the terms of the insurance contracts. Derivative instruments are valued based on the closing
prices of contracts or market observable inputs. Other financial instruments also include net payables for securities purchased
but not settled associated with the U.S. pension plan asset portfolio.
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 the investments in the other financial instruments category is to
provide a stable rate of return over a specified period of time and execute the liability hedging strategies.
Employee Savings Plan - We sponsor an employee stock ownership plan ("ESOP") as part of our legacy savings and
investment 401(k) plan. The ESOP is available to eligible domestic employees. Effective January 1, 2022, the Company
matching contributions were increased, up to a maximum of five percent of eligible compensation from the previous maximum
of four percent of eligible compensation. These contributions are recorded as compensation expense. Participants may direct
company matching contributions to any investment option within the savings and investment 401(k) plan.
58
2024
2023
Change in benefit obligation
Benefit obligation at beginning of year
$
78,567
$
48,876
Service cost
279
330
Interest cost
3,571
3,004
Acquisition
—
39,112
Actuarial gain
(3,952)
(4,403)
Benefits paid
(7,057)
(8,352)
Benefit obligation at end of year
$
71,408
$
78,567
Funded status
$
(71,408) $
(78,567)
Amounts recognized on the Consolidated Balance Sheet1
Other accrued liabilities
$
(7,173) $
(7,831)
Pensions and other postretirement benefits
(64,235)
(70,736)
Net amount recognized
$
(71,408) $
(78,567)
Amounts recognized in Accumulated Other Comprehensive (Loss)1
Net actuarial gain
$
(20,155) $
(17,952)
1The 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.
As of the date of the Acquisition, the Meggitt plans were remeasured at fair value using accounting policies consistent with
Parker plans.
The decrease in the benefit obligation in 2024 is due to higher discount rates, partially offset by a loss from updated medical
rate trends. The increase in the benefit obligation in 2023 is due to the Acquisition.
The Company has a retirement income account ("RIA") within our legacy savings and investment 401(k) plan. We make a cash
contribution to the participant's RIA each year. Most participants receive a flat three percent annual contribution of eligible
compensation, with some grandfathered participants receiving annual contributions calculated at a higher percent of eligible
compensation. No participant receives less than the flat three percent contribution. Participants do not contribute to the RIA.
The Company recognized $77 million, $63 million and $57 million in expense related to the RIA in 2024, 2023 and 2022,
respectively.
In September 2022, we acquired several defined contribution plans relating to the Meggitt acquisition, which were comprised of
similar company matching contributions and RIA features as our legacy plan. During 2023, we recorded additional company
matching expense of $9 million and additional RIA type expense of $11 million for the acquired plans. These plans were
merged into our legacy savings and investment 401(k) plan during 2024.
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. We have reserved the right to change these benefit plans. During 2023, we
acquired postretirement medical and life insurance plans in connection with the Acquisition.
The Company recognized $2 million, $2 million and $1 million in expense related to other postretirement benefits in 2024,
2023 and 2022, respectively. Components of net other postretirement benefit cost, other than service cost, are included in other
(income) expense, net in the Consolidated Statement of Income.
59
The assumptions used to measure the net periodic benefit cost for postretirement benefit obligations are:
2024
2023
2022
Discount rate
4.86 %
4.26 %
2.36 %
Current medical cost trend rate (Pre-65 participants)
7.85 %
6.73 %
6.45 %
Current medical cost trend rate (Post-65 participants)
8.18 %
6.81 %
6.72 %
Ultimate medical cost trend rate
4.50 %
4.50 %
4.50 %
Medical cost trend rate decreases to ultimate in year
2033
2031
2029
The discount rate assumption used to measure the benefit obligation was 5.23 percent and 4.86 percent in 2024 and 2023,
respectively.
Estimated future benefit payments for other postretirement benefits are as follows:
2025
$
7,173
2026
6,942
2027
6,740
2028
6,495
2029
6,223
2030 - 2034
27,418
Other - The Company has established nonqualified deferred compensation programs, which permit officers, directors and
certain management employees to annually 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, we maintain a defined contribution nonqualified supplemental
executive pension plan in which the Company is the only contributor. During 2024, 2023 and 2022, we recorded expense
(income) relating to these programs of $23 million, $20 million and $(21) million, respectively.
The Company has invested in corporate-owned life insurance policies to assist in meeting the obligations under these programs.
The policies are held in a rabbi trust and are recorded as assets of the Company.
14.
Equity
Changes in accumulated other comprehensive (loss) in shareholders' equity by component:
Foreign Currency
Translation
Adjustment and
Other
Retirement
Benefit Plans
Total
Balance June 30, 2022
$
(1,149,071) $
(394,127) $
(1,543,198)
Other comprehensive income before reclassifications
187,027
53,172
240,199
Amounts reclassified from accumulated other comprehensive (loss)
—
10,127
10,127
Balance June 30, 2023
$
(962,044) $
(330,828) $
(1,292,872)
Other comprehensive (loss) income before reclassifications
(167,953)
17,217
(150,736)
Amounts reclassified from accumulated other comprehensive (loss)
—
5,596
5,596
Balance June 30, 2024
$
(1,129,997) $
(308,015) $
(1,438,012)
60
Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity during 2024:
Details about Accumulated Other Comprehensive (Loss) Components
Income (Expense) Reclassified
from Accumulated Other
Comprehensive (Loss)
Consolidated Statement of Income
Classification
Retirement benefit plans
Amortization of prior service cost and initial net obligation
$
(1,277)
Other (income) expense, net
Recognized actuarial loss
(6,245)
Other (income) expense, net
Total before tax
(7,522)
Tax benefit
1,926
Net of tax
$
(5,596)
Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity during 2023:
Details about Accumulated Other Comprehensive (Loss) Components
Income (Expense) Reclassified
from Accumulated Other
Comprehensive (Loss)
Consolidated Statement of Income
Classification
Retirement benefit plans
Amortization of prior service cost and initial net obligation
$
(931)
Other (income) expense, net
Recognized actuarial loss
(15,573)
Other (income) expense, net
Divestiture activity
2,480
Other (income) expense, net
Total before tax
(14,024)
Tax benefit
3,897
Net of tax
$
(10,127)
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:
2024
2023
2022
Shares repurchased
438,229
663,599
1,281,818
Average price per share, including commissions
$
456.38
$
301.39
$
296.71
15.
Stock Incentive Plans
The Company's 2023 Omnibus Stock Incentive Plan ("2023 SIP") 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 of common stock authorized
for issuance under the 2023 SIP is 11.3 million. At June 30, 2024, 8.5 million common stock shares were available for future
issuance. Effective as of October 25, 2023, no further awards may be granted under the Amended and Restated 2016 Omnibus
Stock Incentive Plan.
We satisfy share-based incentive award obligations by issuing shares of common stock out of treasury, which have been
repurchased pursuant to our share repurchase program described in Note 14, 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.
61
2024
2023
2022
Risk-free interest rate
4.4 %
3.0 %
0.8 %
Expected life of award
5.5 years
5.6 years
5.6 years
Expected dividend yield of stock
1.8 %
1.8 %
1.9 %
Expected volatility of stock
39.0 %
37.1 %
35.7 %
Weighted-average fair value
$
146.72
$
97.70
$
81.71
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 our 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 our historical common stock prices over a
time-frame similar to the expected life of the award.
SAR activity during 2024 is as follows (aggregate intrinsic value in millions):
Number
of Shares
Weighted-
Average Exercise
Price
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value
Outstanding June 30, 2023
3,873,429
$
199.08
Granted
519,305
$
406.18
Exercised
(877,243) $
162.31
Canceled
(20,708) $
355.27
Outstanding June 30, 2024
3,494,783
$
238.15
5.96 years
$
935.4
Exercisable June 30, 2024
2,444,988
$
189.92
4.89 years
$
772.3
A summary of the status and changes of shares subject to SAR awards and the related average price per share follows:
Number
of Shares
Weighted-
Average Grant
Date Fair Value
Nonvested June 30, 2023
1,136,093
$
84.36
Granted
519,305
$
146.66
Vested
(584,895) $
76.14
Canceled
(20,708) $
120.19
Nonvested June 30, 2024
1,049,795
$
119.05
During 2024, 2023 and 2022, we recognized stock-based compensation expense of $65 million, $51 million and $37 million,
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.
At June 30, 2024, $26 million 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 23 months. The total fair value of shares vested during 2024,
2023 and 2022 was $45 million, $34 million and $29 million, respectively.
The fair value of each SAR award granted in 2024, 2023 and 2022 was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions:
62
Information related to SAR awards exercised during 2024, 2023 and 2022 is as follows:
2024
2023
2022
Net cash proceeds
$
3,606
$
3,476
$
2,831
Intrinsic value
$
269,535
$
158,452
$
97,002
Income tax benefit
$
44,453
$
26,854
$
15,845
Number of shares surrendered
177,707
152,835
98,673
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. Nonvested RSUs may not be transferred and do not have dividend or voting rights. For each nonvested RSU, recipients
are entitled to receive a dividend equivalent, payable in cash or common shares, equal to the cash dividend per share paid to
common shareholders.
The fair value of each RSU award granted in 2024, 2023 and 2022 was based on the fair market value of our common stock on
the date of grant. A summary of the status and changes of shares subject to RSU awards for employees and the related average
price per share follows:
Number
of Shares
Weighted-
Average Grant
Date Fair Value
Nonvested June 30, 2023
205,521
$
278.88
Granted
84,008
$
403.27
Vested
(105,855) $
263.14
Canceled
(5,855) $
344.65
Nonvested June 30, 2024
177,819
$
344.85
During 2024, 2023 and 2022, we recognized stock-based compensation expense of $30 million, $27 million and $26 million,
respectively, relating to RSU awards for employees. At June 30, 2024, $19 million 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 23
months. The total fair value of RSU awards vested during 2024, 2023 and 2022 was $28 million, $30 million and $26 million,
respectively. We recognized an income tax benefit of $3 million, $2 million and $4 million relating to the issuance of common
stock for RSU awards that vested during 2024, 2023 and 2022, respectively.
Additionally, we granted RSUs with a one-year vesting period to non-employee members of the Board of Directors. Recipients
receive a dividend equivalent payable in common shares, equal to the cash dividend per share paid to common shareholders. A
summary of the status and changes of shares subject to Board of Directors RSU awards and the related average price per share
follows:
Number
of Shares
Weighted-Average
Grant Date
Fair Value
Nonvested June 30, 2023
6,225
$
278.90
Granted
4,658
$
367.97
Vested
(6,244) $
278.90
Nonvested June 30, 2024
4,639
$
368.34
63
Stock issued and surrendered for LTIP
2024
2023
2022
LTIP three-year plan
2021-22-23
2020-21-22
2019-20-21
Number of shares issued
122,837
204,175
251,783
Number of shares surrendered
64,340
102,120
124,007
Share value on date of issuance
$
546.26
$
311.65
$
271.38
Total value of shares issued
$
67,102
$
63,631
$
68,329
Under the Company's 2022-23-24 LTIP, a payout of unrestricted stock will be issued in April 2025.
The fair value of each LTIP award granted in 2024, 2023 and 2022 was based on the fair market value of our common stock on
the date of grant. These nonvested LTIP awards entitle participants to earn a dividend equivalent unit, payable in common
shares, equal to the cash dividend per share paid to common shareholders. These dividend equivalent units do not have
dividend or voting rights and are subject to the same performance goals as the initial award granted. A summary of shares
relating to the LTIP and the related average price per share follows:
Number
of Shares
Weighted-Average
Grant Date
Fair Value
Nonvested June 30, 2023
392,607
$
292.32
Granted
149,988
$
380.97
Vested
(187,177) $
249.97
Canceled
(7,841) $
329.54
Nonvested June 30, 2024
347,577
$
350.75
During 2024, 2023 and 2022, we recorded stock-based compensation expense of $59 million, $63 million and $72 million,
respectively, relating to the LTIP. During 2024, 2023 and 2022, we recognized an income tax benefit of $5 million, $4 million
and $5 million, respectively, relating to the LTIP.
16.
Research and Development
Independent research and development costs amounted to $253 million in 2024, $258 million in 2023 and $191 million in 2022.
Pre-production expense incurred in connection with development contracts amounted to $45 million in 2024, $73 million in
2023 and $74 million in 2022.
17.
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.
The fair value of each RSU award granted to the Board of Directors in 2024, 2023 and 2022 was based on the fair market value
of our common stock on the date of grant. In 2024, 2023 and 2022, we recognized stock-based compensation expense of $1.7
million, $1.9 million and $1.8 million, respectively, relating to these awards. During 2024, 2023 and 2022, we recognized an
income tax benefit (cost) of $0.1 million, $(0.02) million and $0.2 million, respectively, related to the vesting of Board of
Directors RSU awards. At June 30, 2024, $0.4 million 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 three
months.
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 our revenue growth, earnings per share growth and
return on invested capital during the three-year performance period.
64
2024
2023
Carrying value of long-term debt
$
8,469,739
$
10,845,359
Estimated fair value of long-term debt
7,884,556
10,221,563
The fair value of long-term debt 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 currency denominated debt designated as net investment hedges, to
manage foreign currency transaction and translation risk. Additionally, we acquired forward exchange contracts and cross-
currency swap contracts in connection with the Acquisition. 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 €700 million aggregate principal amount of Senior Notes due 2025 have been designated as a hedge of the
Company’s net investment in certain foreign subsidiaries. The effect of translating the Senior Notes due 2025 into U.S. dollars
is recorded in accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or
substantially liquidated.
In connection with the Acquisition, the Company entered into deal-contingent forward contracts during October 2021 to
mitigate the risk of appreciation in the GBP-denominated purchase price. The deal-contingent forward contracts had an
aggregate notional amount of £6.4 billion, and were settled in September 2022 in connection with the Acquisition. In June
2022, we amended the agreement to include a credit support annex ("CSA") obligating Parker to post $250 million of cash
collateral. In July 2022, the Company received the $250 million cash collateral previously posted. Cash flows associated with
the cash collateral are recorded in cash flow from investing activities on the Consolidated Statement of Cash Flows.
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 on the Consolidated Balance Sheet are as follows:
Balance Sheet Caption
2024
2023
Net investment hedges
Cross-currency swap contracts
Investments and other assets
$
16,325
$
21,578
Cross-currency swap contracts
Other liabilities
208
—
Other derivative contracts
Forward exchange contracts
Non-trade and notes receivable
7,625
—
Forward exchange contracts
Other accrued liabilities
72
—
The cross-currency swap and forward exchange contracts are reflected on a gross basis in the Consolidated Balance Sheet. The
Company has not entered into any master netting arrangements.
The €69 million, €290 million and ¥2.1 billion cross-currency swap contracts have been designated as hedging instruments.
The forward exchange, deal-contingent forward and costless collar contracts, as well as cross-currency swap contracts acquired
as part of the Acquisition, have not been designated as hedging instruments and are considered to be economic hedges of
forecasted transactions.
The forward exchange, costless collar, and deal-contingent forward contracts, as well as the cross-currency swap contracts
acquired as part of the Acquisition, are adjusted to fair value by recording gains and losses through the other (income) expense,
net caption in the Consolidated Statement of Income.
Derivatives designated as hedges are adjusted to fair value by recording gains and losses through accumulated other
comprehensive (loss) on the Consolidated Balance Sheet until the hedged item is recognized in earnings. We assess the
effectiveness of the €69 million, €290 million and ¥2.1 billion cross-currency swap hedging instruments using the spot method.
Under this method, the periodic interest settlements are recognized directly in earnings through interest expense.
The carrying value of long-term debt, which excludes the impact of net unamortized debt issuance costs, and estimated fair
value of long-term debt at June 30 are as follows:
65
Gains (losses) on derivative financial instruments were recorded in the Consolidated Statement of Income as follows:
2024
2023
2022
Deal-contingent forward contracts
$
—
$
(389,992) $
(1,015,426)
Forward exchange contracts
11,096
(7,259)
55,860
Costless collar contracts
—
11,528
(4,364)
Cross-currency swap contracts
—
(18,739)
—
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:
2024
2023
Cross-currency swap contracts
$
(4,122) $
451
Foreign currency denominated debt
10,455
(22,534)
During 2024, 2023, and 2022, the periodic interest settlements related to the cross-currency swaps were not material.
A summary of financial assets and liabilities that were measured at fair value on a recurring basis at June 30, 2024 and 2023 are
as follows:
June 30, 2024
Quoted Prices
In
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Derivatives
$
23,950
$
—
$
23,950
$
—
Liabilities:
Derivatives
280
—
280
—
June 30, 2023
Quoted Prices
In
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
Derivatives
$
21,578
$
—
$
21,578
$
—
Derivatives consist of forward exchange 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.
The primary investment objective for all derivatives is to manage foreign currency transaction and translation risk.
There are no other financial assets or financial liabilities that are marked to market on a recurring basis.
18.
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, employee claims, class action lawsuits, and alleged violations of various
environmental laws. We are 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 our liquidity, financial condition or results of operations.
Environmental - We are currently responsible for environmental matters primarily relating to known exposures arising from
environmental litigation, investigations, and remediation at various manufacturing facilities presently or formerly operated by
Parker and for which we have been named as a “potentially responsible party,” along with other companies, at off-site waste
disposal facilities and regional sites.
66
Net Sales:
Diversified Industrial
$
14,457,146
$
14,705,693
$
13,342,046
Aerospace Systems
5,472,460
4,359,501
2,519,562
$
19,929,606
$
19,065,194
$
15,861,608
Segment Operating Income:
Diversified Industrial
$
3,176,384
$
3,071,410
$
2,693,303
Aerospace Systems
1,110,746
562,444
501,431
Total segment operating income
4,287,130
3,633,854
3,194,734
Corporate general and administrative expense
218,312
229,677
219,699
Income before interest expense and other (income) expense, net
4,068,818
3,404,177
2,975,035
Interest expense
506,495
573,894
255,252
Other (income) expense, net
(32,280)
150,619
1,105,557
Income before income taxes
$
3,594,603
$
2,679,664
$
1,614,226
Assets:
Diversified Industrial
$
16,173,560
$
15,572,849
$
15,838,512
Aerospace Systems(a)
12,016,287
13,661,086
3,020,606
Corporate
1,107,995
730,537
7,084,825
$
29,297,842
$
29,964,472
$
25,943,943
2024
2023
2022
As of June 30, 2024, we had an accrual of $85.9 million 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,
the amount of our liability in proportion to other responsible parties, and outcomes of litigation.
Our estimated total liability for environmental matters ranges from a minimum of $85.9 million to a maximum of $259.5
million. The largest range for any one site is approximately $66.5 million. The actual costs we will incur are 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, outcomes of litigation, and any insurance or
other third-party recoveries.
19.
Business Segment Information
The Company operates in two reportable business segments: Diversified Industrial and Aerospace Systems. Both segments
utilize eight core technologies, including hydraulics, pneumatics, electromechanical, filtration, fluid & gas handling, process
control, engineered materials, and climate control, to drive superior customer problem solving and value creation.
The Diversified Industrial Segment is an aggregation of several business units that design, manufacture, and provide
aftermarket support for highly engineered solutions that create value for customers primarily in aerospace and defense, in-plant
and industrial equipment, transportation, off-highway, energy, and HVAC and refrigeration markets around the world.
Diversified Industrial Segment products are marketed direct to OEMs and independent distributors through field sales
employees. The Diversified Industrial North America businesses have manufacturing plants and distribution networks
throughout the United States, Canada and Mexico and primarily service North America. The Diversified Industrial
International businesses provide Parker products and services to 40 countries throughout Europe, Asia Pacific, Latin America,
the Middle East and Africa.
The Aerospace Systems Segment designs, manufactures and provides aftermarket support for highly engineered airframe and
engine solutions for both OEMs and end users. Our components and systems are utilized across commercial transport, defense
fixed wing, business jets, regional transport, helicopter and energy applications. Aerospace Systems Segment products are
marketed by field sales employees and are sold directly to manufacturers and end users.
The accounting policies of the business segments are the same as those described in the Significant Accounting Policies
footnote. 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.
67
Property Additions:
Diversified Industrial
$
303,494
$
292,456
$
197,675
Aerospace Systems
89,862
81,456
27,452
Corporate
6,756
6,835
4,917
$
400,112
$
380,747
$
230,044
Depreciation:
Diversified Industrial
$
232,299
$
204,632
$
219,206
Aerospace Systems
107,795
104,286
29,576
Corporate
9,042
8,498
8,532
$
349,136
$
317,416
$
257,314
Amortization:
Diversified Industrial
$
266,219
$
267,779
$
263,430
Aerospace Systems
311,776
232,934
51,020
$
577,995
$
500,713
$
314,450
By Geographic Area(b)
Net Sales:
North America
$
13,512,303
$
12,689,719
$
10,216,292
International
6,417,303
6,375,475
5,645,316
$
19,929,606
$
19,065,194
$
15,861,608
Long-Lived Assets:
North America
$
1,864,059
$
1,828,457
$
1,398,966
International
1,011,609
1,036,573
723,792
$
2,875,668
$
2,865,030
$
2,122,758
2024
2023
2022
(a) 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 (2024 - $218 million; 2023 - $216 million; 2022 - $211 million) and assets held for sale (2022 - $66
million).
(b) 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 property, plant and equipment based on physical location.
68
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable.
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 2024 Annual Meeting of Shareholders, to be held October 23, 2024 (the "2024 Proxy Statement"), and is
incorporated herein by reference. Information with respect to the executive officers of the Company is included in Part I,
Item 1 of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
The information set forth under the caption "Insider Trading and Prohibited Transactions in Company Securities" in the
2024 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
investors.parker.com under the 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 investors.parker.com under the Corporate Governance page.
The information set forth under the captions "Board Committees; Committee Charters - Audit Committee" and "Board
and Committee Structure - Board Committees; Committee Charters" in the 2024 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," "Pay Versus Performance Disclosure" and "Compensation Tables" in the 2024
Proxy Statement is incorporated herein by reference.
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, 2024. Based on this evaluation,
the Company’s principal executive officer and principal financial officer concluded that, as of June 30, 2024, the Company’s
disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There was no change to our internal control over financial reporting during the fourth quarter of 2024 that materially affected,
or is reasonably likely to materially affect, our 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, 2024. 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, 2024.
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,
2024, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 9B. Other Information. None of the Company's directors or officers adopted, modified or terminated a Rule
10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30,
2024.
69
Plan Category
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
Equity compensation plans
approved by security holders
4,372,395(1)
$238.15
18,466,794(2)
Equity compensation plans not
approved by security holders
—
—
—
Total
4,372,395
$238.15
18,466,794
(1)Includes the maximum future payouts of common stock that may be issued under the calendar year 2022-23-24,
2023-24-25 and 2024-25-26 long term incentive performance awards ("LTIP awards"). For these LTIP awards, payouts will be
determined based on achieving an average return on average equity of four percent or an average free cash flow margin of four
percent. If these performance measures are achieved, the participants will be eligible to receive the maximum payout of 200
percent. 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.
(2)The maximum number of shares of our common stock that may be issued under the 2023 Omnibus Stock Incentive
Plan is 11.3 million shares, of which approximately 8.5 million shares are available for future issuance. Effective as of October
25, 2023, no further awards may be granted under the Amended and Restated 2016 Omnibus Stock Incentive Plan. 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.
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 "Item 1 -
Election of Directors - Director Independence" in the 2024 Proxy Statement is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services. The information set forth under the captions "Audit Fees and All
Other Fees" and "Audit Committee Pre-Approval Policies and Procedures" in the 2024 Proxy Statement is incorporated herein
by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information set forth under the caption "Principal Shareholders" in the 2024 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, 2024, unless otherwise indicated.
70
PART IV
ITEM 15. Exhibits and Financial Statement Schedules.
a. The following are filed as part of this report:
Page Number
in Form 10-K
1. Financial Statements
Consolidated Statement of Income
34
Consolidated Statement of Comprehensive Income
35
Consolidated Balance Sheet
36
Consolidated Statement of Cash Flows
37
Consolidated Statement of Equity
38
Notes to Consolidated Financial Statements
39
2. Schedule
II - Valuation and Qualifying Accounts
78
3. Exhibits
Exhibit No.
Description of Exhibit
Plans of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
(2)(a)
Rule 2.7 Announcement in connection with Parker-Hannifin Corporation's acquisition of Meggitt plc,
dated August 2, 2021, incorporated by reference to Exhibit 2.1 of Registrant's Report on Form 8-K filed
with the SEC on August 3, 2021 (Commission file No. 1-4982).
Articles of Incorporation and By-Laws:
(3)(a)
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).
(3)(b)
Amended and Restated Regulations, dated as of April 27, 2023, incorporated by reference to Exhibit 3(a)
to the Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2023 (Commission File
No. 1-4982).
Instruments Defining Rights of Security Holders:
(4)(a)
Description of Parker-Hannifin's Securities, incorporated by reference to Exhibit 4(a) to Registrant's
Report on Form 10-K for the year ended June 30, 2019 (Commission File No. 1-4982).
Material Contracts:
(10)(a)
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).**
(10)(b)
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).**
(10)(c)
Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers
dated 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).**
(10)(d)
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).**
71
(10)(e)
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).**
(10)(f)
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).**
(10)(g)
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).**
(10)(h)
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).**
(10)(i)
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).**
(10)(j)
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).**
(10)(k)
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).**
(10)(l)
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)
Parker-Hannifin Corporation Amended and Restated 2016 Omnibus Stock Incentive Plan, effective as of
October 23, 2019, incorporated by reference to Exhibit 10.1 to Registrant's Report on Form 8-K filed with
the SEC on October 28, 2019 (Commission File No. 1-4982).**
(10)(o)
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).**
(10)(p)
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).**
(10)(q)
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).**
(10)(r)
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).**
(10)(s)
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).**
(10)(t)
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).**
(10)(u)
Form of 2018 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement, incorporated by
reference to Exhibit 10(d) to Registrant's Report on Form 10-Q for the quarterly period ended December
31, 2018 (Commission File No. 1-4982).**
(10)(v)
2018 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions, incorporated by
reference to Exhibit 10(e) to Registrant's Report on Form 10-Q for the quarterly period ended December
31, 2018 (Commission File No. 1-4982).**
72
(10)(w)
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).**
(10)(x)
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).**
(10)(y)
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).**
(10)(z)
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).**
(10)(aa)
Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the
Performance Bonus Plan (as Amended and Restated), effective as of January 23, 2019, incorporated by
reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-Q for the quarterly period ended
December 31, 2018 (Commission file No. 1-4982).**
(10)(bb)
Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan
(as Amended and Restated), effective as of January 23, 2019, incorporated by reference to Exhibit 10(g)
to the Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission
File No. 1-4982).**
(10)(cc)
Form of Award Under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the
Performance Bonus Plan (as Amended and Restated) effective as of January 27, 2021, incorporated by
reference to Exhibit 10(a) to the Registrant's Report on Form 10-Q for the quarterly period ended March
31, 2021 (Commission File No. 1-4982).**
(10)(dd)
Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan,
as Amended and Restated, effective as of January 27, 2022, incorporated by reference to Exhibit 10(a) to
the Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2022 (Commission File
No. 1-4982).**
(10)(ee)
Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the
Performance Bonus Plan, as Amended and Restated, effective as of January 27, 2022, incorporated by
reference to Exhibit 10(a) to the Registrant's Report on Form 10-Q for the quarterly period ended March
31, 2022 (Commission File No. 1-4982).**
(10)(ff)
Parker-Hannifin Corporation 2022 Performance Bonus Plan, effective as of July 1, 2021, incorporated by
reference to Exhibit 10(a) to the Registrant's Report on Form 10-Q for the quarterly period ended
September 30, 2021 (Commission File No. 1-4982).**
(10)(gg)
Form of Parker-Hannifin Corporation Restricted Stock Unit Award Agreement, incorporated by reference
to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018
(Commission file No. 1-4982).**
(10)(hh)
Form of Parker-Hannifin Corporation Restricted Stock Unit Award Agreement, incorporated by reference
to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018
(Commission File No. 1-4982).**
(10)(ii)
Form of Parker-Hannifin Corporation Restricted Stock Unit Terms and Conditions for Awards Granted,
incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly period
ended December 31, 2018 (Commission File No. 1-4982).**
(10)(jj)
Form of 2018 Parker-Hannifin Corporation Restricted Stock Unit Award Agreement to Certain Executive
Officers, incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly
period ended September 30, 2018 (Commission File No. 1-4982).**
(10)(kk)
Parker-Hannifin Corporation 2018 Restricted Stock Unit Terms and Conditions for Certain Executive
Officers, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly
period ended September 30, 2018 (Commission File No. 1-4982).**
(10)(ll)
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).**
73
(10)(mm)
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).**
(10)(nn)
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).**
(10)(oo)
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).**
(10)(pp)
Parker-Hannifin Corporation Savings Restoration Plan, restated 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).**
(10)(qq)
Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan, effective January 1, 2016,
incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period
ended December 31, 2016 (Commission File No. 1-4982).**
(10)(rr)
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)(ss)
Parker-Hannifin Corporation Executive Deferral Plan, restated 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)(tt)
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).**
(10)(uu)
Amendment Two to the Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan
(effective September 2, 2015), dated and effective October 14, 2019, incorporated by reference to Exhibit
10.1 to Registrant's Report on Form 10-Q filed with the SEC on February 5, 2020 (Commission File No.
1-4982).**
(10)(vv)
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)(ww)
Parker-Hannifin Corporation Global Employee Stock Purchase Plan (As Amended and Restated August 7,
2023), incorporated by reference to Exhibit B to Registrant's Definitive Proxy Statement on Schedule 14A
filed with the SEC on September 22, 2023 (Commission File No. 1-4982).**
(10)(xx)
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)(yy)
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).**
(10)(zz)
Summary of the Compensation of the Non-Employee Members of the Board of Directors, effective
October 24, 2018, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the
quarterly period ended September 30, 2018 (Commission File No. 1-4982).**
(10)(aaa)
Term Loan Agreement, dated August 27, 2021, by and among Parker-Hannifin Corporation, Key Bank
National Association, as administrative agent, and the lenders party thereto, incorporated by reference to
Exhibit 10.1 to Registrants Report on Form 8-K filed with the SEC on August 27, 2021 (Commission File
No. 1-4982).**
(10)(bbb)
Amendment One to the Parker-Hannifin Corporation Amended and Restated Defined Contribution
Supplemental Executive Retirement Program, effective August 1, 2022, incorporated by reference to
Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022
(Commission File No. 1-4982).**
(10)(ccc)
Amendment Three to the Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan,
effective August 1, 2022, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q
for the quarterly period ended September 30, 2022 (Commission File No. 1-4982).**
(10)(ddd)
Amendment One to the Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan,
effective August 1, 2022, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q
for the quarterly period ended September 30, 2022 (Commission File No. 1-4982).**
74
(10)(eee)
Amendment One to the Amended and Restated Deferred Compensation Plan for Directors of Parker-
Hannifin Corporation, effective August 1, 2022, incorporated by reference to Exhibit 10(d) to Registrant’s
Report on Form 10-Q for the quarterly period ended September 30, 2022 (Commission File No.
1-4982).**
(10)(fff)
Parker-Hannifin Corporation Annual Cash Incentive Plan, effective July 1, 2022, incorporated by
reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September
30, 2022 (Commission File No. 1-4982).**
(10)(ggg)
Parker-Hannifin Corporation Deferred Compensation Plan, effective January 1, 2023, incorporated by
reference to Exhibit 10(f) to Registrant’s Report on Form 10-Q for the quarterly period ended September
30, 2022 (Commission File No. 1-4982).**
(10)(hhh)
Parker-Hannifin Corporation Deferred Compensation Plan Adoption Agreement, effective January 1,
2023, incorporated by reference to Exhibit 10(g) to Registrant’s Report on Form 10-Q for the quarterly
period ended September 30, 2022 (Commission File No. 1-4982).**
(10)(iii)
Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the
Performance Bonus Plan, as Amended and Restated, effective as of January 25, 2023, incorporated by
reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31,
2023 (Commission File No. 1-4982).**
(10)(jjj)
Form of Notice Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the
Performance Bonus Plan, as Amended and Restated, effective as of January 24, 2024, incorporated by
reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31,
2024 (Commission File No. 1-4982).**
(10)(kkk)
Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan, incorporated by reference to Exhibit A
to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 22, 2023
(Commission File No. 1-4982).**
(19)
Insider Trading Policy*
(21)
List of Subsidiaries of Registrant.*
(23)
Consent of Independent Registered Public Accounting Firm.*
(24)
Power of Attorney.*
(31)(a)
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.*
(31)(b)
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.*
(32)
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act
of 2002.*
(97)
Parker-Hannifin Corporation Clawback Policy*
101.INS
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension
information contained in Exhibits 101).
*
Submitted electronically herewith.
**
Management contracts and compensatory plans or arrangements required to be filed as an exhibit hereto.
Attached as Exhibit 101 to this Annual Report are the following formatted in Inline XBRL (Extensible Business
Reporting Language): (i) Consolidated Statement of Income for the years ended June 30, 2024, 2023 and 2022, (ii)
Consolidated Statement of Comprehensive Income for the years ended June 30, 2024, 2023 and 2022, (iii) Consolidated
75
Balance Sheet at June 30, 2024 and 2023, (iv) Consolidated Statement of Cash Flows for the years ended June 30, 2024, 2023
and 2022, (v) Consolidated Statement of Equity for the years ended June 30, 2024, 2023 and 2022, 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.
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.
ITEM 16. Form 10-K Summary. Not applicable.
76
PARKER-HANNIFIN CORPORATION
By:
/s/ Todd M. Leombruno
Todd M. Leombruno
Executive Vice President and Chief Financial Officer
August 22, 2024
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
JENNIFER A. PARMENTIER, Chairman and Chief Executive Officer; ANGELA R. IVES, Principal Accounting Officer;
JILLIAN C. EVANKO, Director; DENISE RUSSELL FLEMING, Director; LANCE M. FRITZ, Director; LINDA A. HARTY,
Director; KEVIN A. LOBO, Director; E. JEAN SAVAGE, Director; JOSEPH SCAMINACE, Director; ÅKE SVENSSON,
Director; LAURA K. THOMPSON, Director; JAMES R. VERRIER, Director; and JAMES L. WAINSCOTT, Director.
Date: August 22, 2024
/s/ Todd M. Leombruno
Todd M. Leombruno, Executive Vice President
and Chief Financial Officer (Principal Financial
Officer and Attorney-in-Fact for the officers and
directors signing in the capacities indicated)
SIGNATURES
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.
77
PARKER-HANNIFIN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 2022, 2023 AND 2024
(Dollars in Thousands)
Column A
Column B
Column C
Column D
Column E
Description
Balance at
Beginning
of Period
Additions
Charged to
Costs and
Expenses
Other
(Deductions)/
Additions (A)
Balance
at End
of Period
Allowance for credit losses:
Year ended June 30, 2022
$
12,078
$
1,719
$
(3,855) $
9,942
Year ended June 30, 2023
$
9,942
$
7,379
$
15,129
$
32,450
Year ended June 30, 2024
$
32,450
$
5,405
$
(17,342) $
20,513
Deferred tax asset valuation allowance:
Year ended June 30, 2022
$
865,764
$
36,111
$
—
$
901,875
Year ended June 30, 2023
$
901,875
$
163,178
$
13,301
$
1,078,354
Year ended June 30, 2024
$
1,078,354
$
(10,154) $
1,310
$
1,069,510
(A)
For allowance for credit losses, net balance is comprised of deductions due to divestitures or 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.
78
Exhibit 31(a)
CERTIFICATIONS
I, Jennifer A. Parmentier, certify that:
1.
I have reviewed this annual report on Form 10-K of Parker-Hannifin Corporation;
2.
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;
3.
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;
4.
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)
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;
b)
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;
c)
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
d)
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)
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
b)
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 22, 2024
/s/ Jennifer A. Parmentier
Jennifer A. Parmentier
Chief Executive Officer
[THIS PAGE INTENTIONALLY LEFT BLANK]
Exhibit 31(b)
CERTIFICATIONS
I, Todd M. Leombruno, certify that:
1.
I have reviewed this annual report on Form 10-K of Parker-Hannifin Corporation;
2.
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;
3.
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;
4.
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)
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;
b)
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;
c)
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
d)
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)
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
b)
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 22, 2024
/s/ Todd M. Leombruno
Todd M. Leombruno
Executive Vice President and Chief Financial Officer
[THIS PAGE INTENTIONALLY LEFT BLANK]
Exhibit 32
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002
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, 2024, 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)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2)
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 22, 2024
/s/ Jennifer A. Parmentier
Name: Jennifer A. Parmentier
Title: Chief Executive Officer
/s/ Todd M. Leombruno
Name: Todd M. Leombruno
Title: Executive Vice President and Chief Financial Officer
[THIS PAGE INTENTIONALLY LEFT BLANK]
(Unaudited)
(Dollars in millions)
2024
2023
Notes payable and long-term debt payable within one year
$ 3,403 $ 3,763
Long-term debt
7,157 8,796
Add: Deferred debt issuance costs
58 75
Total gross debt
$ 10,618 $ 12,634
Cash and cash equivalents
$ 422 $ 475
Marketable securities and other investments
3 8
Total cash
$ 425 $ 484
Net debt (Gross debt less total cash)
$ 10,192 $ 12,151
Net sales
$ 19,930 $ 19,065
Net income
2,845
2,084
Income taxes
750
596
Depreciation and amortization
927
818
Interest expense
506
574
EBITDA*
5,028
$
4,072
$
Adjustments:
Business realignment charges
53
27
Acquisition-related expenses & Costs to Achieve
38
262
Net gain on divestitures
(26)
(362)
Loss on deal-contingent forward contracts
-
390
Amortization of inventory step-up to fair value
-
110
Adjusted EBITDA*
5,094
$
4,498
$
EBITDA margin
25.2%
21.4%
Adjusted EBITDA margin
25.6%
23.6%
Net Debt/Adjusted EBITDA
2.0
2.7
*Totals may not foot due to rounding
(Unaudited)
(Amounts in dollars)
2024
2023
2019 1
Earnings per diluted share
21.84
$
16.04
$
11.57
$
Adjustments:
Acquisition-related intangible asset amortization expense
4.43
3.85
1.51
Business realignment charges
0.40
0.20
0.12
Acquisition-related expenses & Costs to achieve
0.30
2.02
0.23
Net gain on divestitures
(0.20)
(2.78)
-
Loss on deal-contingent forward contracts
-
3.00
-
Amortization of inventory step-up to fair value
-
0.84
-
Meggitt early debt retirement
-
0.08
-
Tax effect of adjustments2
(1.12)
(1.70)
(0.44)
Discrete Tax Benefit3
(0.21)
-
-
Tax expense related to U.S. tax reform
-
-
0.11
Adjusted earnings per diluted share
25.44
$
21.55
$
13.10
$
This Page is Not Part of Parker-Hannifin Corporation's Form 10-K Filing
To supplement the financial information presented in accordance with U.S. generally accepted accounting principles (“GAAP”) in this Annual Report, certain non-GAAP
financial measures as defined by the SEC rules are used. The non-GAAP measures included in this Annual Report have been reconciled to the comparable GAAP measures
within the tables shown below:
RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE
Twelve Months Ended
June 30,
RECONCILIATION OF EBITDA TO ADJUSTED EBITDA AND NET DEBT TO ADJUSTED EBITDA
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
Twelve Months Ended
June 30,
1Amounts have been adjusted to reflect the change in inventory accounting method.
2This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item
by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been
recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
3
A recent Swiss tax law change resulted in the recording of a deferred tax asset.
(Unaudited)
(Dollars in millions)
2024
2023
2019
Net sales
19,930
$
19,065
$
14,320
$
Total segment operating income
4,287
$
3,634
$
2,431
$
Adjustments:
Business realignment charges
50
27
16
Acquisition-related expenses & Costs to achieve
38
95
13
Acquisition-related intangible asset amortization expense
578
501
200
Amortization of inventory step-up to fair value
-
110
-
Adjusted total segment operating income*
4,954
$
4,367
$
2,660
$
Total segment operating margin
21.5%
19.1%
17.0%
Adjusted total segment operating margin
24.9%
22.9%
18.6%
(Unaudited)
(Dollars in millions)
2024
2023
Net income attributable to common shareholders
2,844
$
2,083
$
Adjustments:
Acquisition-related intangible asset amortization expense
578
501
Business realignment charges
53
27
Acquisition-related expenses & Costs to achieve
38
262
Loss on deal-contingent forward contracts
-
390
Net gain on divestitures
(26)
(362)
Amortization of inventory step-up to fair value
-
110
Meggitt early debt retirement
-
10
Tax effect of adjustments1
(148)
(222)
Discrete Tax Benefit2
(27)
-
Adjusted net income attributable to common shareholders*
3,313
$
2,798
$
(Unaudited)
(Dollars in millions)
FY24
FY19
Net Sales
19,930
$
14,320
$
Cash Provided by Operating Activities
3,384
$
1,730
$
Capital Expenditures
(400)
(195)
Free Cash Flow
2,984
$
1,535
$
Cash Flow from Operations Margin
17%
12%
*Totals may not foot due to rounding
Twelve Months Ended
This Page is Not Part of Parker-Hannifin Corporation's Form 10-K Filing
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION, CONTINUED
1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item
by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been
recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
2
A recent Swiss tax law change resulted in the recording of a deferred tax asset.
These non-GAAP measures are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to the U.S. GAAP measures. Parker-
Hannifin's calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies. Reconciliations of non-
GAAP metrics included in our new 5-year targets for fiscal year 2029 could not be provided without unreasonable effort.
June 30,
RECONCILIATION OF TOTAL SEGMENT OPERATING MARGIN TO ADJUSTED TOTAL SEGMENT OPERATING MARGIN
Twelve Months Ended
June 30,
RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW AND CASH FLOW MARGIN
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
INVESTOR INFORMATION
ANNUAL MEETING
The 2024 Annual Meeting of Shareholders
will be held on Wednesday, October 23, 2024
at Parker-Hannifin Corporation 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
Equiniti Trust Company
EQ 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
investors.parker.com
PARKER CORPORATE HEADQUARTERS
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
216 896 3000
INVESTOR CONTACT
JEFF MILLER
Vice President – Investor Relations
216 896 2708
jeffery.miller@parker.com
BOARD OF DIRECTORS
JENNIFER A. PARMENTIER
Chairman of the Board and
Chief Executive Officer
Parker-Hannifin Corporation
JILLIAN C. EVANKO
President and Chief Executive Officer
Chart Industries, Inc. (cryogenic technologies)
DENISE RUSSELL FLEMING
Executive Vice President, Technology and
Global Services and Chief Information Officer
Becton, Dickinson and Company
(medical technologies)
LANCE M. FRITZ
Special Advisor and former Chairman,
President and Chief Executive Officer
Union Pacific Corporation (rail transport)
LINDA A. HARTY
Former Treasurer
Medtronic plc (medical technologies)
KEVIN A. LOBO
Chairman, Chief Executive Officer
and President
Stryker Corporation (medical technologies)
E. JEAN SAVAGE
President and Chief Executive Officer
Trinity Industries, Inc. (rail car products and
services)
JOSEPH SCAMINACE
Former Chairman and Chief Executive Officer
OM Group, Inc. (metal-based specialty
chemicals)
ÅKE SVENSSON
Former Chairman
Swedavia AB (transport infrastructure)
LAURA K. THOMPSON
Former Executive Vice President
and Chief Financial Officer
The Goodyear Tire and Rubber Company
(tire manufacturing)
JAMES R. VERRIER
Former Chief Executive Officer and President
BorgWarner Inc. (powertrain solutions)
JAMES L. WAINSCOTT
Former Chairman, Chief Executive Officer
and President
AK Steel Holding Corporation (steel producer)
EXECUTIVE MANAGEMENT
JENNIFER A. PARMENTIER
Chairman of the Board and
Chief Executive Officer
ANDREW D. ROSS
President and Chief Operating Officer
TODD M. LEOMBRUNO
Executive Vice President and
Chief Financial Officer
MARK J. HART
Executive Vice President – Human Resources
and External Affairs
RACHID BENDALI
Vice President and President –
Engineered Materials Group
BEREND BRACHT
Vice President and President –
Motion Systems Group
MARK T. CZAJA
Vice President – Chief Technology and
Innovation Officer
THOMAS C. GENTILE
Vice President – Global Supply Chain
DOUGLAS A. GILBERT
Vice President – Global Sales and Marketing
JOACHIM GUHE
President – Europe, Middle East and Africa
(EMEA) Group
ANGELA R. IVES
Vice President and Controller
JOSEPH R. LEONTI
Vice President, General Counsel
and Secretary
CANDIDO LIMA
President – Latin America Group
ROBERT W. MALONE
Vice President and President –
Filtration Group
DINU J. PAREL
Vice President – Chief Digital and
Information Officer
JAY P. REIDY
Vice President and President –
Aerospace Group
PATRICK M. SCOTT
Vice President and President –
Fluid Connectors Group
MICHAEL WEE
President – Asia Pacific Group
100
150
Parker-Hannifin Corporation
S&P 500
S&P Industrials
*$100 invested on 6/30/19 in stock or index, including reinvestment of dividends.
Fiscal year ending June 30.
Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.
2019
2020
2021
2022
2023
2024
Parker-Hannifin Corporation 100.00
109.95
186.92
152.02
245.23
322.17
S&P 500
100.00
107.51
151.36
135.29
161.80
201.54
S&P Industrials
100.00
90.98
137.78
119.29
149.31
172.50
Comparison of 5-Year Cumulative Total Return*
Among Parker-Hannifin Corporation, the S&P 500 Index and the
S&P Industrials Index
6/19
6/20
6/21
6/22
6/23
6/24
300
200
250
$350
50
© 2024 PARKER HANNIFIN CORPORATION
Parker Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, 216 896 3000, www.parker.com