Parker-Hannifin (PH) 10-K risk factor changes: FY2022 vs FY2021
The 2022-06-30 10-K against the 2021-06-30 one, compared heading by heading and sentence by sentence.
Item 1A23 rewritten22 added5 removed166 unchanged
All filing items870 rewritten489 added306 removed1,429 unchanged
Summary
counted, not written
- Item 1A lists 21 risk factor headings: 2 new, 0 reworded and 19 unchanged since FY2021. 2 headings from FY2021 no longer appear.
- Sentence by sentence, 489 added, 306 removed, 870 rewritten and 1,429 unchanged across 12 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable..
New Item 1A headings (2)
- 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.Cybersecurity
- We may be required to make material expenditures in order to comply with environmental laws and regulations, and climate change and legal or regulatory measures to address climate change may negatively impact our business.
Removed Item 1A headings (2)
- Increased cybersecurity threats and more sophisticated and targeted computer crime could pose a risk to our information technology systems.
- We may be required to make material expenditures in order to comply with environmental laws and climate change regulations, or incur additional liabilities under these laws and regulations.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
14 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. . Risk Factors. | 22 | 5 | 23 | 166 |
| Item 7. . Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 149 | 91 | 112 | 174 |
| Item 7A. . Quantitative and Qualitative Disclosures About Market Risk. | 5 | 1 | 6 | 8 |
| Cover and table of contents | 42 | 6 | 61 | 197 |
| Item 1B. Unresolved Staff Comments. None. | 0 | 0 | 0 | 0 |
| Item 1C. Information about our Executive Officers. | 8 | 3 | 22 | 57 |
| Item 4. . Mine Safety Disclosures. Not applicable. | 0 | 0 | 0 | 1 |
| Item 5. . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 4 | 6 | 1 | 10 |
| Item 6. . [Reserved] | 1 | 0 | 0 | 0 |
| Item 8. . Financial Statements and Supplementary Data. | 215 | 161 | 561 | 660 |
| Item 9. . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. | 0 | 0 | 7 | 4 |
| Item 9B. Other Information. None. | 0 | 27 | 0 | 0 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable.new | 29 | 0 | 0 | 0 |
| Item 15. . Exhibits and Financial Statement Schedules. | 14 | 6 | 77 | 152 |
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. . Risk Factors.
23 rewritten, 22 added, 5 removed, 166 unchanged
Moreover, because certain of our employees [removed: continue to] work [removed: from home,] [added: remotely at times,] we may be subject to increased vulnerability to cyber and other information technology risks.
Our net sales derived from customers outside the United States were approximately [removed: 40] [added: 39] percent in [removed: 2021, 37] [added: 2022, 40] percent in [removed: 2020] [added: 2021] and [removed: 39] [added: 37] percent in [removed: 2019.][added: 2020.]
- political, social and economic instability and [removed: disruptions;][added: disruptions, including armed conflicts;]
- government [removed: embargoes] [added: embargoes, sanctions] or trade restrictions;
Increased cybersecurity threats and more sophisticated and targeted computer crime [added: have posed and] could [added: continue to] pose a risk to our information technology [removed: systems.][added: 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.]
[removed: As a result of the COVID-19 pandemic,] [added: Additionally,] certain of our employees [removed: continue to] work [removed: from home,] [added: remotely at times,] which may increase our vulnerability to cyber and other information technology risks.
Furthermore, the Company [removed: may have] [added: has] access to sensitive, confidential, or personal data or information that [removed: may be] [added: is] subject to privacy and security laws, regulations, or other contractually-imposed controls.
Despite our use of reasonable and appropriate controls, [removed: material] security breaches, theft, misplaced, lost or corrupted data, programming, or employee errors and/or malfeasance [added: have led and] could [added: in the future] lead to the compromise or improper use of such sensitive, confidential, or personal data or [removed: information, resulting in possible negative consequences, such as fines, ransom demands, penalties, loss of reputation, competitiveness or customers, or other negative consequences resulting in adverse impacts to our results of operations or financial condition.][added: information.]
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 [removed: revenues may be materially reduced and our competitive position could be materially adversely affected.]
[removed: 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.
Meggitt is a leader in design, manufacturing and aftermarket support of [removed: technically] [added: technologically] differentiated systems and equipment in aerospace, defense and selected energy markets.
Among these conditions are the [removed: approval by Meggitt’s stockholders of the acquisition and the] receipt of certain regulatory approvals, including the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as [removed: amended, and under the antitrust and foreign investment/national security laws of certain other non-U.S. jurisdictions including the United Kingdom and European Union;][added: amended;]
Our future success depends, in part, on the ability to manage this expanded business, which may pose or has posed substantial challenges for management, [removed: 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.]
Our future [removed: results of operation] [added: 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.
If these audits result in assessments different from [removed: amounts reserved,] [added: 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 [removed: results of operations.][added: financial condition and cash flow.]
We have incurred significant indebtedness, and [removed: may, and expect to if the potential acquisition of Meggitt is completed,] [added: may] incur additional debt for acquisitions, operations, research and development and capital expenditures, or for other reasons related to our overall capital deployment strategy.
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 [removed: results and cash flows.]
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 [added: in] the operation of our business.
[removed: 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.
Unauthorized use or disclosure of our intellectual property rights or our inability to protect [removed: intellectual property and preserve associated] [added: our] intellectual property rights could lead to reputational harm and/or adversely impact our competitive position and results of operations.
We may be required to make material expenditures in order to comply with environmental laws and [added: regulations, and] climate change [removed: regulations, or incur additional liabilities under these laws] and [removed: regulations.][added: legal or regulatory measures to address climate change may negatively impact our business.]
In addition, increased worldwide focus on climate change issues has led to legislative and regulatory efforts to limit greenhouse gas [removed: emissions, including regulation of such emissions through a "cap-and-trade" system globally.][added: emissions.]
[removed: Until definitive regulations are adopted, we] [added: We] are not able to predict how such regulations would affect our business, operations or financial [removed: results.][added: results, but increased regulation could have a material adverse effect on our business, operations and financial condition.]
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- transportation delays and other supply chain disruptions;
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.
Prices for raw materials necessary for production have
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revenues may be materially reduced and our competitive position could be materially adversely affected.
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, 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 performance.
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- we have substantially increased our indebtedness to pay for the Acquisition and other related fees and expenses;
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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.
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results and cash flows.
Our intellectual property may be challenged, stolen or otherwise infringed upon by third parties or we may be unable to
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And the cost of enforcing our rights may be significant.
- transportation delays and interruptions;
- we intend to pay for the acquisition of Meggitt and pay other fees and expenses required to be paid in connection with the acquisition with cash on hand and proceeds of new indebtedness.
There can be no assurance that we will be able to execute such financing transactions on acceptable terms, in a timely manner or at all;
We may be subject to other more stringent environmental laws in the future.
If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect on our business, results of operations and financial condition.
Item 7. . Management’s Discussion and Analysis of Financial Condition and Results of Operations.
112 rewritten, 149 added, 91 removed, 174 unchanged
- potential labor [removed: disruptions;][added: disruptions or shortages;]
- local and global political and economic [removed: conditions;][added: conditions, including the Russia-Ukraine war and its residual effects;]
- government actions and natural phenomena such as [added: pandemics,] floods, earthquakes, hurricanes [removed: and pandemics;][added: or other natural phenomena that may be related to climate change;]
The Company makes these statements as of the date of the filing of its Annual Report on Form 10-K for the year ended June 30, [removed: 2021,] [added: 2022,] and undertakes no obligation to update them unless otherwise required by law.
[removed: The] [added: Over the long term, the] extent to which our business and results of operations will be impacted by the [removed: pandemic over] [added: economic and political uncertainty resulting from] the [removed: long term will depend] [added: Russia-Ukraine war and the COVID-19 pandemic depends] on future developments that [removed: cannot be accurately predicted at this time.][added: remain uncertain.]
To minimize the spread of COVID-19 in our workplaces, we implemented [removed: rigorous] [added: heightened] prevention, screening and hygiene protocols.
Additionally, we are strategically managing [removed: costs through reductions in] [added: our workforce and] discretionary spending.
[removed: The discussion below is structured to separately discuss] [added: Discussion of] the [added: 2020] financial statements [removed: presented] [added: is included] in Part II, Item [removed: 8] [added: 7] of [removed: this] [added: the Company's 2021] Annual Report on Form 10-K.
[removed: Discussion of] [added: Refer to Note 16 to] the [removed: 2019 financial statements is included] [added: Consolidated Financial Statements] in Part II, Item [removed: 7] [added: 8] of [removed: the Company's 2020] [added: this] Annual Report on Form [removed: 10-K.][added: 10-K for further discussion.]
The discussion below compares the operating performance in [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
| (dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020*] [added: 2021] | | |
| Net sales | | | | | | $ | [removed: 14,348] [added: 15,862] | | | | | $ | [removed: 13,696] [added: 14,348] | |
| Gross profit margin | | | | | | [removed: 27.2] [added: 28.2] | | % | | | | [removed: 24.8] [added: 27.2] | | % |
| Selling, general and administrative expenses | | | | | | $ | [removed: 1,527] [added: 1,627] | | | | | $ | [removed: 1,657] [added: 1,527] | |
| Selling, general and administrative expenses, as a percent of sales | | | | | | [removed: 10.6] [added: 10.3] | | % | | | | [removed: 12.1] [added: 10.6] | | % |
| Interest expense | | | | | | $ | [removed: 250] [added: 255] | | | | | $ | [removed: 308] [added: 250] | |
| Other [added: expense] (income), net | | | | | | [removed: (17)] [added: 985] | | | | | | [removed: (67)] [added: (17)] | | |
| Gain on disposal of assets | | | | | | [removed: (109)] [added: (7)] | | | | | | [removed: (1)] [added: (109)] | | |
| Effective tax rate | | | | | | [removed: 22.3] [added: 18.5] | | % | | | | [removed: 20.2] [added: 22.3] | | % |
| Net income attributable to common shareholders | | | | | | $ | [removed: 1,746] [added: 1,316] | | | | | $ | [removed: 1,202] [added: 1,746] | |
Net sales in [removed: 2021] [added: 2022] increased from the [removed: 2020] [added: 2021] amount due to higher volume in both the Diversified Industrial [removed: International] and [removed: Diversified Industrial North American businesses, partially offset by lower volume in the] Aerospace Systems [removed: Segment.][added: Segments.]
The effect of currency rate changes [removed: increased] [added: decreased] net sales in [removed: 2021] [added: 2022] by approximately [removed: $257] [added: $255] million, [added: substantially all] of which [removed: $244 million was] [added: is] attributable to the Diversified Industrial International [removed: operations.][added: businesses.]
Gross profit margin (calculated as net sales less cost of sales, divided by net sales) increased in [removed: 2021] [added: 2022] primarily due to higher margins in [removed: all businesses.][added: both the Aerospace Systems and Diversified Industrial Segments.]
[removed: Gross profit margin in 2021] [added: Cost of sales] included net foreign currency transaction gains of [removed: $11] [added: $40] million and [removed: $10] [added: $11] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
Cost of sales [added: also] included business realignment and acquisition integration charges of [removed: $35] [added: $9] million in [removed: 2021] [added: 2022] compared to [removed: $60] [added: $35] million in [removed: 2020.][added: 2021.]
SG&A also included business realignment and acquisition integration charges of [removed: $23] [added: $10] million and [removed: $38] [added: $23] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
Other [added: expense] (income), net included the following:
| (dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Income related to equity method investments | | | | | | $ | [removed: (41)] [added: (76)] | | | | | $ | [removed: (75)] [added: (41)] | |
| Non-service components of retirement benefit cost | | | | | | [removed: 49] [added: 4] | | | | | | 49 | | |
| Other items, net | | | | | | (18) | | | | | | [removed: (10)] [added: (25)] | | |
Effective tax rate in [removed: 2021] [added: 2022] was [removed: higher] [added: lower] than [removed: 2020] [added: 2021] primarily due to an overall [removed: decrease] [added: increase] in discrete tax benefits.
| North America | | | | | | $ | [removed: 6,676] [added: 7,703] | | | | | $ | [removed: 6,456] [added: 6,676] | |
| International | | | | | | [removed: 5,284] [added: 5,639] | | | | | | [removed: 4,505] [added: 5,284] | | |
| North America | | | | | | [removed: 1,247] [added: 1,515] | | | | | | [removed: 986] [added: 1,247] | | |
| International | | | | | | [removed: 988] [added: $] | [added: 1,178] | | | | | [removed: 675] [added: $] | [added: 988] | |
| North America | | | | | | [removed: 18.7] [added: 19.7] | | % | | | | [removed: 15.3] [added: 18.7] | | % |
| International | | | | | | [removed: 18.7] [added: 20.9] | | % | | | | [removed: 15.0] [added: 18.7] | | % |
| Backlog | | | | | | $ | [removed: 3,239] [added: 4,510] | | | | | $ | [removed: 2,117] [added: 3,239] | |
| Diversified Industrial North America – as reported | | | | | | [removed: 3.4] [added: 15.4] | | % |
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Recent events impacting our business include the Russia-Ukraine war and COVID-19 pandemic and their residual effects, including the inflationary cost environment as well as disruption within the global supply chain, labor markets and aerospace industry.
In compliance with international sanctions, we immediately suspended all shipments to and from Russia and, in March 2022, we closed our office and warehouse facility in Moscow.
We do not expect our exit of business operations in Russia to materially impact future business, operations or financial results.
Despite disruption within the aerospace industry, including ongoing travel restrictions, commercial aerospace demand is beginning to recover.
We are managing the challenging supply chain environment through our "local for local" manufacturing strategy, ongoing supplier management process, and broadened supply base.
We are also managing the inflationary cost environment through a variety of cost and pricing measures, including continuous improvement and lean initiatives.
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Our actions have varied depending on the spread of COVID-19 in the communities in which we operate, applicable government requirements and the needs of our employees, customers and business.
These developments include the duration of the supply chain and labor market constraints, the severity and duration of the Russia-Ukraine war and related sanctions, distribution and continuing effectiveness of vaccines, the severity and spread of COVID-19 and its variants and mitigating actions by government authorities.
Additionally, while these events and other global economic factors have led to an increased inflationary environment, we will continue to monitor and manage inflation to minimize its impact on our business, operations, and financial results.
As previously announced, on March 14, 2022, we detected that an unauthorized party gained access to our systems.
After securing our network and concluding our investigation, we found that the data exfiltrated during the incident included personal information of our team members.
We have notified individuals whose personal information was involved and offered them credit monitoring services.
We have also provided notification regarding the incident to the appropriate regulatory authorities.
A consolidated class action lawsuit has been filed in the United States District Court for the Northern District of Ohio against the Company over the incident.
Based on our ongoing assessments, the incident has not had a significant financial or operational impact and has not had a material impact on our business, operations or financial results.
The discussion below is structured to separately discuss the Consolidated Statement of Income, Business Segments, and Liquidity and Capital Resources.
The increase in gross profit margin is primarily due to higher sales volume and benefits from continuous improvement initiatives, as well as price increases, partially offset by increased freight, material and labor costs resulting from the ongoing inflationary environment and disruption within the global supply chain and labor markets.
Selling, general and administrative expenses ("SG&A") increased in 2022 primarily due to acquisition-related transaction costs of $44 million as well as higher net expense from the Company's deferred compensation plan and related investments and higher professional fees and related expenses.
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Interest expense in 2022 increased primarily due to higher average debt outstanding, partially offset by lower average interest rates.
| Acquisition-related financing fees | | | | | | 52 | | | | | | — | | |
| Loss on deal-contingent forward contracts | | | | | | 1,015 | | | | | | — | | |
| Russia liquidation | | | | | | 8 | | | | | | — | | |
| | | | | | | $ | 985 | | | | | $ | (17) | |
Acquisition-related financing fees in 2022 relate to the bridge credit agreement (the "Bridge Credit Agreement") fees associated with the proposed Acquisition.
Loss on deal-contingent forward contracts in 2022 includes an unrealized loss on the deal-contingent forward contracts related to the proposed Acquisition.
| (dollars in millions) | | | | | | 2022 | | | | | | 2021 | | |
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| | | | | | | 2022 | | |
| Currency | | | | | | (4.9) | | % |
| | | | | | | | | |
| | | | | | | | | |
| Currency | | | | | | (2.0) | | % |
Net Sales
Operating Margin
Operating margins in 2022 increased in both the North American and International businesses primarily due to higher sales volume and benefits from continuous improvement initiatives, as well as price increases.
These increases were partially offset by increased operating costs, including higher freight, material, and labor costs resulting from the ongoing disruption within the current supply chain environment and labor market.
In addition, within the International businesses, operating margin in 2022 benefited from savings related to prior-year restructuring actions.
In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.
We continue to monitor the impact of the COVID-19 pandemic, which has negatively impacted demand and continues to create economic uncertainty.
Disruption within the aerospace industry, which is facing the consequences of travel restrictions and considerably lower demand, was significant and is expected to continue.
These developments include the availability, acceptance, distribution and effectiveness of vaccines; new information concerning the severity and spread of COVID-19 and its variants; and actions by government authorities to contain the pandemic or mitigate its economic, public health and other impacts.
We continue to prioritize capital expenditures related to safety and strategic investments.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
*Year ended June 30, 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements.
Prior-year acquisitions contributed approximately $394 million in net sales during 2021.
Gross profit margin also benefited from the absence of acquisition-related expenses, which were included in cost of sales in 2020, of $69 million.
Selling, general and administrative expenses ("SG&A") decreased eight percent in 2021 primarily due to benefits from lower discretionary spending and wage and salary expense resulting from actions taken in response to business conditions resulting from the COVID-19 pandemic.
During 2021, SG&A also benefited from the absence of acquisition-related expenses of $119 million, which were incurred in 2020.
These benefits were partially offset by higher intangible asset amortization expense related to prior-year acquisitions and higher stock compensation expense.
Interest expense in 2021 decreased due to both lower interest rates and lower average debt outstanding.
| Interest income | | | | | | (7) | | | | | | (31) | | |
| | | | | | | $ | (17) | | | | | $ | (67) | |
In 2020, it includes gains of $12 million on the sale of real estate, partially offset by net losses on divestitures and asset sales and writedowns.
| | | | | | | 2021 | | |
| Acquisitions | | | | | | 2.9 | | % |
| Acquisitions | | | | | | 3.0 | | % |
| Currency | | | | | | 5.4 | | % |
| Currency | | | | | | 2.3 | | % |
Acquisitions increased sales by approximately $136 million in 2021.
Operating margins in 2021 increased in both the Diversified Industrial North American and International operations primarily due to higher sales volume and benefits from overall cost reductions, including lower discretionary spending, wage and salary reductions, current and prior-year restructuring actions in response to business conditions resulting from the COVID-19 pandemic, the absence of acquisition-related expenses, and productivity improvements.
The simplification initiative is aimed at reducing organizational and process complexity and is being implemented by operating units around the world.
During 2020, business realignment charges primarily include charges related to the Company’s simplification initiative, but also include permanent workforce reductions to address the impact of COVID-19 on our business.
Within the International business, this increase in backlog was primarily related to orders exceeding shipments in both Europe and the Asia Pacific region.
This decrease was partially offset by higher volume in the military OEM and aftermarket businesses as well as a $71 million increase in sales from prior-year acquisitions.
Operating margin decreased in 2021 primarily due to lower sales volume in the commercial OEM and aftermarket businesses and lower aftermarket profitability.
Lower sales volume and aftermarket profitability were partially offset by lower engineering development expenses, overall cost reductions, lower business realignment and acquisition integration charges and the benefits from such actions.
The disruption in the aerospace industry due to the COVID-19 pandemic has been significant and we have taken actions necessary to structure appropriately the operations of the Aerospace Systems Segment.
We do not currently intend to incur significant additional business realignment and acquisition integration charges in 2022.
We anticipate that cost savings realized from the workforce reduction measures taken during 2021 will increase segment operating income for 2022 by approximately two percent.
Corporate general and administrative expenses increased slightly in 2021 primarily due to increases in stock compensation expense, deferred compensation expense and charitable contributions.
These increases were partially offset by benefits from lower discretionary spending and wage and salary expense as a result of actions taken in response to business conditions resulting from the COVID-19 pandemic.
| | | | | | | $ | (37) | | | | | $ | 152 | |
Prior-year acquisition expenses primarily relate to the acquisitions of Lord and Exotic.
In 2020, it includes gains of $12 million on the sale of real estate, partially offset by net losses on divestitures and asset sales and writedowns..
CONSOLIDATED BALANCE SHEET
The Consolidated Balance Sheet shows the Company's financial position at year end, compared with the previous year end.
An excerpt. Shown here: 40 of 112 rewritten, 40 of 149 added and 40 of 91 removed. The counts are complete. For every sentence, read Item 7. . Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2022 filing and the FY2021 filing.
Item 7A. . Quantitative and Qualitative Disclosures About Market Risk.
6 rewritten, 5 added, 1 removed, 8 unchanged
The Company manages foreign currency transaction and translation risk by utilizing derivative and non-derivative financial instruments, including forward exchange contracts, costless collar contracts, cross-currency swap contracts and certain foreign [added: currency] denominated debt designated as net investment hedges.
Further information on the fair value of these contracts is provided in [added: Note 16 to the Consolidated Financial Statements in] Part II, Item 8 of this Annual Report on Form 10-K.
The translation of the foreign [added: currency] denominated debt that has been designated as a net investment hedge is recorded in accumulated other comprehensive income (loss) and remains there until the underlying net investment is sold or substantially liquidated.
At June 30, [removed: 2021,] [added: 2022,] our debt portfolio did not include any variable rate debt.
However, a 100 basis point increase in near-term interest rates would increase annual interest expense on weighted average commercial paper balances during [removed: 2021] [added: 2022] by approximately [removed: $5] [added: $15] million.
As we cannot anticipate the ultimate duration or scope of the [added: Russia-Ukraine war and the] COVID-19 pandemic, the ultimate financial impact to our results cannot be reasonably estimated, but could be material.
In connection with the proposed 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 have an aggregate notional amount of £6,415 million, and settlement is contingent upon closing the proposed Acquisition.
A one percent decrease in the GBP-USD exchange rate would result in a $78 million decrease in the fair value of the contract.
As discussed elsewhere in this report, the future impacts of the Russia-Ukraine war and the COVID-19 pandemic and their residual effects, including economic uncertainty, inflationary environment and disruption within the global supply chain, labor markets and aerospace industry, on our business remain uncertain.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
As discussed elsewhere in this report, the COVID-19 pandemic is having, and likely will continue to have, an adverse effect on our business, and its future impacts remain unpredictable.
Cover and table of contents
61 rewritten, 42 added, 6 removed, 197 unchanged
For the fiscal year ended June 30, [removed: 2021][added: 2022]
The aggregate market value of the outstanding common stock held by non-affiliates of the Registrant as of December 31, [removed: 2020: $34,984,991,426.][added: 2021: $40,873,444,310.]
The number of Common Shares outstanding on July 31, [removed: 2021] [added: 2022] was [removed: 129,101,437.][added: 128,402,997.]
Portions of the Definitive Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Shareholders, to be held on October [removed: 27, 2021,] [added: 26, 2022,] are incorporated by reference into Part III of this Annual Report on Form 10-K.
| Item 1. | | | [removed: [Business](#iafaf11c8b47c4292a2ffb731d906bd90_13)] [added: [Business](#i5f4b60a451e747b29288a4f96564d2f9_13)] | | | [removed: [2](#iafaf11c8b47c4292a2ffb731d906bd90_13)] [added: [2](#i5f4b60a451e747b29288a4f96564d2f9_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#iafaf11c8b47c4292a2ffb731d906bd90_16)] [added: Factors](#i5f4b60a451e747b29288a4f96564d2f9_19)] | | | [removed: [10](#iafaf11c8b47c4292a2ffb731d906bd90_16)] [added: [10](#i5f4b60a451e747b29288a4f96564d2f9_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#iafaf11c8b47c4292a2ffb731d906bd90_19)] [added: Comments](#i5f4b60a451e747b29288a4f96564d2f9_22)] | | | [removed: [17](#iafaf11c8b47c4292a2ffb731d906bd90_19)] [added: [17](#i5f4b60a451e747b29288a4f96564d2f9_22)] | | |
| Item 1C. | | | [Information about our Executive [removed: Officers](#iafaf11c8b47c4292a2ffb731d906bd90_22)] [added: Officers](#i5f4b60a451e747b29288a4f96564d2f9_25)] | | | [removed: [17](#iafaf11c8b47c4292a2ffb731d906bd90_22)] [added: [17](#i5f4b60a451e747b29288a4f96564d2f9_25)] | | |
| Item 2. | | | [removed: [Properties](#iafaf11c8b47c4292a2ffb731d906bd90_25)] [added: [Properties](#i5f4b60a451e747b29288a4f96564d2f9_28)] | | | [removed: [19](#iafaf11c8b47c4292a2ffb731d906bd90_25)] [added: [18](#i5f4b60a451e747b29288a4f96564d2f9_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#iafaf11c8b47c4292a2ffb731d906bd90_28)] [added: Proceedings](#i5f4b60a451e747b29288a4f96564d2f9_31)] | | | [removed: [19](#iafaf11c8b47c4292a2ffb731d906bd90_28)] [added: [19](#i5f4b60a451e747b29288a4f96564d2f9_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#iafaf11c8b47c4292a2ffb731d906bd90_31)] [added: Disclosures](#i5f4b60a451e747b29288a4f96564d2f9_34)] | | | [removed: [19](#iafaf11c8b47c4292a2ffb731d906bd90_31)] [added: [19](#i5f4b60a451e747b29288a4f96564d2f9_34)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iafaf11c8b47c4292a2ffb731d906bd90_37)] [added: Securities](#i5f4b60a451e747b29288a4f96564d2f9_40)] | | | [removed: [19](#iafaf11c8b47c4292a2ffb731d906bd90_37)] [added: [19](#i5f4b60a451e747b29288a4f96564d2f9_40)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#iafaf11c8b47c4292a2ffb731d906bd90_40)] [added: [\[Reserved\]](#i5f4b60a451e747b29288a4f96564d2f9_43)] | | | [removed: [20](#iafaf11c8b47c4292a2ffb731d906bd90_40)] [added: [19](#i5f4b60a451e747b29288a4f96564d2f9_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iafaf11c8b47c4292a2ffb731d906bd90_43)] [added: Operations](#i5f4b60a451e747b29288a4f96564d2f9_46)] | | | [removed: [21](#iafaf11c8b47c4292a2ffb731d906bd90_43)] [added: [20](#i5f4b60a451e747b29288a4f96564d2f9_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iafaf11c8b47c4292a2ffb731d906bd90_67)] [added: Risk](#i5f4b60a451e747b29288a4f96564d2f9_70)] | | | [removed: [32](#iafaf11c8b47c4292a2ffb731d906bd90_67)] [added: [32](#i5f4b60a451e747b29288a4f96564d2f9_70)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iafaf11c8b47c4292a2ffb731d906bd90_70)] [added: Data](#i5f4b60a451e747b29288a4f96564d2f9_73)] | | | [removed: [33](#iafaf11c8b47c4292a2ffb731d906bd90_70)] [added: [33](#i5f4b60a451e747b29288a4f96564d2f9_73)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iafaf11c8b47c4292a2ffb731d906bd90_190)] [added: Disclosure](#i5f4b60a451e747b29288a4f96564d2f9_157)] | | | [removed: [72](#iafaf11c8b47c4292a2ffb731d906bd90_190)] [added: [69](#i5f4b60a451e747b29288a4f96564d2f9_157)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#iafaf11c8b47c4292a2ffb731d906bd90_193)] [added: Procedures](#i5f4b60a451e747b29288a4f96564d2f9_160)] | | | [removed: [72](#iafaf11c8b47c4292a2ffb731d906bd90_193)] [added: [69](#i5f4b60a451e747b29288a4f96564d2f9_160)] | | |
| Item 9B. | | | [Other [removed: Information](#iafaf11c8b47c4292a2ffb731d906bd90_196)] [added: Information](#i5f4b60a451e747b29288a4f96564d2f9_163)] | | | [removed: [72](#iafaf11c8b47c4292a2ffb731d906bd90_196)] [added: [69](#i5f4b60a451e747b29288a4f96564d2f9_163)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iafaf11c8b47c4292a2ffb731d906bd90_202)] [added: Governance](#i5f4b60a451e747b29288a4f96564d2f9_169)] | | | [removed: [72](#iafaf11c8b47c4292a2ffb731d906bd90_202)] [added: [69](#i5f4b60a451e747b29288a4f96564d2f9_169)] | | |
| Item 11. | | | [Executive [removed: Compensation](#iafaf11c8b47c4292a2ffb731d906bd90_205)] [added: Compensation](#i5f4b60a451e747b29288a4f96564d2f9_172)] | | | [removed: [72](#iafaf11c8b47c4292a2ffb731d906bd90_205)] [added: [70](#i5f4b60a451e747b29288a4f96564d2f9_172)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iafaf11c8b47c4292a2ffb731d906bd90_208)] [added: Matters](#i5f4b60a451e747b29288a4f96564d2f9_175)] | | | [removed: [73](#iafaf11c8b47c4292a2ffb731d906bd90_208)] [added: [70](#i5f4b60a451e747b29288a4f96564d2f9_175)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iafaf11c8b47c4292a2ffb731d906bd90_211)] [added: Independence](#i5f4b60a451e747b29288a4f96564d2f9_178)] | | | [removed: [73](#iafaf11c8b47c4292a2ffb731d906bd90_211)] [added: [70](#i5f4b60a451e747b29288a4f96564d2f9_178)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#iafaf11c8b47c4292a2ffb731d906bd90_214)] [added: Services](#i5f4b60a451e747b29288a4f96564d2f9_181)] | | | [removed: [73](#iafaf11c8b47c4292a2ffb731d906bd90_214)] [added: [70](#i5f4b60a451e747b29288a4f96564d2f9_181)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#iafaf11c8b47c4292a2ffb731d906bd90_220)] [added: Schedules](#i5f4b60a451e747b29288a4f96564d2f9_190)] | | | [removed: [74](#iafaf11c8b47c4292a2ffb731d906bd90_220)] [added: [71](#i5f4b60a451e747b29288a4f96564d2f9_190)] | | |
Fiscal Year Ended June 30, [removed: 2021][added: 2022]
Our manufacturing, service, sales, distribution and administrative facilities are located in [removed: 38] [added: 37] states within the United States and in 44 other countries.
We supply products to approximately [removed: 505,000] [added: 527,000] customers in virtually every significant manufacturing, transportation and processing industry.
During [removed: 2021,] [added: 2022,] our technologies and systems were used in the products of these two reporting segments.
For [removed: 2021,] [added: 2022,] the Company's net sales were [removed: $14.3] [added: $15.9] billion.
Diversified Industrial Segment products accounted for [removed: 83] [added: 84] percent and Aerospace Systems Segment products accounted for [removed: 17] [added: 16] percent of those net sales.
Our technologies and systems are used [removed: throughout various] [added: across] industries and in various applications.
The approximately [removed: 505,000] [added: 527,000] customers who purchase Parker products are found in almost every significant manufacturing, transportation and processing industry.
No single customer accounted for more than [removed: three] [added: two] percent of our total net sales for the year ended June 30, [removed: 2021.][added: 2022.]
| Filtration Group: | | | • Aerospace & defense • Agriculture • [added: Clean & Renewable Energy •] Construction • Food & beverage • Heating, ventilation & air conditioning (HVAC) • Industrial [removed: machinery] [added: plant & equipment] • Life sciences | | | • Marine • Mining • Oil & gas • Power generation • Renewable energy • [removed: Transportation] [added: Medium & Heavy Duty Truck] • Water purification | | |
We offer hundreds of thousands of individual [removed: products,] [added: part numbers,] and no single product contributed more than one percent to our total net sales for the year ended June 30, [removed: 2021.][added: 2022.]
Filtration Group: filters, systems and diagnostics solutions to [removed: monitor] [added: ensure purity in critical process chemicals] and [added: to] remove contaminants from fuel, air, oil, water and other liquids and gases, including:
| • Aerospace filters & systems • Air pollution control & dust collection systems & filters • Compressed air & gas treatment solutions • Engine fuel, oil, air & closed crankcase ventilation filtration systems • Filtration & purification systems • Fluid condition monitoring systems • Gas turbine air inlet filters • Heating, ventilation & air conditioning filters [added: • Hydrogen and alternative energy filters] | | | • Hydraulic & lubrication filters & systems • Industrial & analytical gas generators • [removed: Instrumentation filters •] Membrane, fiber, & sintered metal filters • Natural gas filters • Process liquid, air & gas filters • Sterile air filters • Water purification filters & systems | | |
| • [removed: Check] [added: Ball & check] valves • Diagnostic and [removed: Internet of Things ("IoT")] sensors • Hose couplings • Hose crimpers • Industrial hose • Low pressure fittings & adapters | | | • Polytetrafluoroethylene (PTFE) hose & tubing • Quick couplings • [removed: Rubber] [added: Elastomeric] & thermoplastic hose • Tube fittings & adapters • Tubing & plastic fittings | | |
We market our Diversified Industrial Segment products primarily through field sales employees and approximately [removed: 16,900] [added: 17,100] independent distributor locations throughout the world.
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i5f4b60a451e747b29288a4f96564d2f9_1744) | | | [69](#i5f4b60a451e747b29288a4f96564d2f9_1744) | | |
| [Signatures](#i5f4b60a451e747b29288a4f96564d2f9_193) | | | | | | [76](#i5f4b60a451e747b29288a4f96564d2f9_193) | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
Beginning July 1, 2022, the Company began the consolidation of the Fluid Connectors and Instrumentation Groups.
The newly consolidated group will continue to serve the major markets and offer the principal products provided by the former Fluid Connectors and Instrumentation Groups, as described above.
This new group is designed to leverage the strength of Parker's fluid and gas handling, process control and climate control technologies into a single organization that can better address the emerging needs of customers across common end markets and applications.
The realignment is expected to bring added growth opportunities and is a further step towards organizational simplification and alignment.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
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.”
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
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
Our Lost Time Incident Rate in fiscal year 2022 was 0.15, compared to 0.14 per 100 team members in fiscal year 2021 (rates inclusive of recent acquisitions).
We intend 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.
Further, for leading indicator corrective action we leverage a globally deployed Gensuite® operating platform in which proactive corrective action is managed and monitored and data analytics are employed to look for trends that can be proactively addressed to eliminate potential injury risk.
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.
Our fiscal year 2022 survey achieved a 91% response rate with an overall engagement score of 73%, a score which exceeds our key benchmarking data by 2%.
*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.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
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.
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.
Our Commitment to DEI starts with our leadership and is reflected in our CEO’s statement: Continually Build Upon the Diversity, Equity and Inclusion of Our Global Team to be Reflective of the Communities in Which We Do Business.
| [Signatures](#iafaf11c8b47c4292a2ffb731d906bd90_223) | | | | | | [79](#iafaf11c8b47c4292a2ffb731d906bd90_223) | | |
We are targeting to be best in our peer group by 2023 and to eliminate serious safety incidents by 2025.
High Performance Teams ("HPTs") are fundamental to our success in driving safety performance, and nearly all of our manufacturing locations have an active, chartered Safety HPT.
Approximately 90% of our team members participate in at least one HPT.
We will continue to encourage every team member to take action when needed to fulfill our shared responsibility to workplace safety.
We are preparing to introduce additional Business Resource Groups that will enable team members with common interests or backgrounds to come together, share their experiences and establish new and lasting relationships.
An excerpt. Shown here: 40 of 61 rewritten, 40 of 42 added and all 6 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 1C. Information about our Executive Officers.
22 rewritten, 8 added, 3 removed, 57 unchanged
Our executive officers as of August 15, [removed: 2021,] [added: 2022,] were as follows:
| Name | | | | | | Position | | | | | | Officer Since(1) | | | | | | Age as of [removed: 8/15/2021] [added: 8/15/22] | | |
| Thomas L. Williams | | | | | | Chairman of the Board, Chief Executive Officer and Director | | | | | | 2005 | | | | | | [removed: 62] [added: 63] | | |
| Lee C. Banks | | | | | | Vice Chairman and President and Director | | | | | | 2001 | | | | | | [removed: 58] [added: 59] | | |
| Jennifer A. Parmentier | | | | | | Chief Operating Officer | | | | | | 2015 | | | | | | [removed: 54] [added: 55] | | |
| Todd M. Leombruno | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2017 | | | | | | [removed: 51] [added: 52] | | |
| Mark J. Hart | | | | | | Executive Vice President – Human Resources & External Affairs | | | | | | 2016 | | | | | | [removed: 56] [added: 57] | | |
| William R. "Skip" Bowman | | | | | | Vice President and President - Instrumentation Group | | | | | | 2016 | | | | | | [removed: 63] [added: 64] | | |
| Berend Bracht | | | | | | Vice President and President – Motion Systems Group | | | | | | 2021 | | | | | | [removed: 55] [added: 56] | | |
| Mark T. Czaja | | | | | | Vice President - Chief Technology and Innovation Officer | | | | | | 2021 | | | | | | [removed: 59] [added: 60] | | |
| Angela R. Ives | | | | | | Vice President and Controller | | | | | | 2021 | | | | | | [removed: 48] [added: 49] | | |
| Thomas C. Gentile | | | | | | Vice President – Global Supply Chain | | | | | | 2017 | | | | | | [removed: 49] [added: 50] | | |
| Joseph R. Leonti | | | | | | Vice President, General Counsel and Secretary | | | | | | 2014 | | | | | | [removed: 49] [added: 50] | | |
| Robert W. Malone | | | | | | Vice President and President – Filtration Group | | | | | | 2014 | | | | | | [removed: 57] [added: 58] | | |
| Dinu J. Parel | | | | | | Vice President and Chief Digital and Information Officer | | | | | | 2018 | | | | | | [removed: 40] [added: 41] | | |
| Andrew D. Ross | | | | | | Vice President and President – Fluid Connectors Group | | | | | | 2012 | | | | | | [removed: 54] [added: 55] | | |
| Roger S. Sherrard | | | | | | Vice President and President – Aerospace Group | | | | | | 2003 | | | | | | [removed: 55] [added: 56] | | |
| [removed: Andrew M. Weeks] [added: Rachid Bendali] | | | | | | Vice President and President – Engineered Materials Group | | | | | | [removed: 2015] [added: 2022] | | | | | | [removed: 58] [added: 45] | | |
Williams, Banks, [added: Bowman, Gentile,] Hart, Leonti, Malone, Ross and Sherrard have served in the executive capacities indicated above during each of the past five years.
Mr. [removed: Weeks] [added: Bendali] has been Vice President and President of the Engineered Materials Group since [removed: February 2019.][added: August 2022.]
Our corporate headquarters is located in Cleveland, Ohio, and, at June 30, [removed: 2021,] [added: 2022,] the Company maintained approximately [removed: 315] [added: 305] manufacturing plants.
The facilities are situated in [removed: 38] [added: 37] states within the United States and in 44 other countries.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
He joined the Company as part of the LORD acquisition in October 2019, when he was named General Manager of the Noise, Vibration and Harshness Division.
In September 2021, he was named Vice President of Operations for the Engineered Materials Group with responsibility for multiple divisions.
Prior to joining Parker, in 2015 he became leader of LORD's global Aerospace and Defense commercial function based in Cary, North Carolina and was later named Vice President with responsibility for Aerospace and Defense sales, marketing and programs.
Lord is a diversified technology and manufacturing company developing highly reliable adhesives and coatings as well as vibration and motion control technologies.
He is also a Director of The Manitowoc Company.
Dover is a diversified global manufacturer that delivers equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
Prior to Dover, he held several IT leadership roles at Baker Hughes from March 2010 to May 2016, including IT Integration Leader and Senior Director, IT North America.
He was Vice President and President of the Motion Systems Group from September 2015 to February 2019.
He was Vice President - Operations of the Aerospace Group from April 2013 to September 2015.
Item 5. . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
1 rewritten, 4 added, 6 removed, 10 unchanged
As of July 31, [removed: 2021,] [added: 2022,] the number of shareholders of record of the Company was [removed: 3,292.][added: 3,236.]
| April 1, 2022 through April 30, 2022 | | | | | | 57,100 | | | | | | $ | 278.79 | | | | | 57,100 | | | | | | 8,544,450 | | |
| May 1, 2022 through May 31, 2022 | | | | | | 63,000 | | | | | | $ | 267.56 | | | | | 63,000 | | | | | | 8,481,450 | | |
| June 1, 2022 through June 30, 2022 | | | | | | 66,288 | | | | | | $ | 259.79 | | | | | 66,288 | | | | | | 8,415,162 | | |
| Total | | | | | | 186,388 | | | | | | | | | | | | 186,388 | | | | | | | | |
| April 1, 2021 through April 30, 2021 | | | | | | 52,600 | | | | | | $ | 317.78 | | | | | 52,600 | | | | | | 9,805,825 | | |
| May 1, 2021 through May 31, 2021 | | | | | | 50,500 | | | | | | $ | 311.38 | | | | | 50,500 | | | | | | 9,755,325 | | |
| June 1, 2021 through June 30, 2021 | | | | | | 58,345 | | | | | | $ | 300.92 | | | | | 58,345 | | | | | | 9,696,980 | | |
| Total | | | | | | 161,445 | | | | | | | | | | | | 161,445 | | | | | | | | |
In March 2020, the Company suspended the share repurchase program in response to business uncertainty resulting from the COVID-19 pandemic.
During 2021, the Company reinitiated the share repurchase program and began repurchasing shares under the program in February 2021.
Item 6. . [Reserved]
0 rewritten, 1 added, 0 removed, 0 unchanged
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
Item 8. . Financial Statements and Supplementary Data.
561 rewritten, 215 added, 161 removed, 660 unchanged
| | | | [Consolidated Statement of [removed: Income](#iafaf11c8b47c4292a2ffb731d906bd90_76)] [added: Income](#i5f4b60a451e747b29288a4f96564d2f9_79)] | | | [removed: [36](#iafaf11c8b47c4292a2ffb731d906bd90_76)] [added: [36](#i5f4b60a451e747b29288a4f96564d2f9_79)] | | |
| | | | [Consolidated Statement of Comprehensive [removed: Income](#iafaf11c8b47c4292a2ffb731d906bd90_79)] [added: Income](#i5f4b60a451e747b29288a4f96564d2f9_82)] | | | [removed: [37](#iafaf11c8b47c4292a2ffb731d906bd90_79)] [added: [37](#i5f4b60a451e747b29288a4f96564d2f9_82)] | | |
[removed: | | | | [Business] [added: Business] Segment [removed: Information](#iafaf11c8b47c4292a2ffb731d906bd90_85) | | | [38](#iafaf11c8b47c4292a2ffb731d906bd90_85) | | |][added: Information]
| | | | [Consolidated Balance [removed: Sheet](#iafaf11c8b47c4292a2ffb731d906bd90_88)] [added: Sheet](#i5f4b60a451e747b29288a4f96564d2f9_88)] | | | [removed: [40](#iafaf11c8b47c4292a2ffb731d906bd90_88)] [added: [38](#i5f4b60a451e747b29288a4f96564d2f9_88)] | | |
| | | | [Consolidated Statement of Cash [removed: Flows](#iafaf11c8b47c4292a2ffb731d906bd90_94)] [added: Flows](#i5f4b60a451e747b29288a4f96564d2f9_91)] | | | [removed: [41](#iafaf11c8b47c4292a2ffb731d906bd90_94)] [added: [39](#i5f4b60a451e747b29288a4f96564d2f9_91)] | | |
| | | | [Consolidated Statement of [removed: Equity](#iafaf11c8b47c4292a2ffb731d906bd90_100)] [added: Equity](#i5f4b60a451e747b29288a4f96564d2f9_94)] | | | [removed: [42](#iafaf11c8b47c4292a2ffb731d906bd90_100)] [added: [40](#i5f4b60a451e747b29288a4f96564d2f9_94)] | | |
| | | | [Notes to Consolidated Financial [removed: Statements](#iafaf11c8b47c4292a2ffb731d906bd90_106)] [added: Statements](#i5f4b60a451e747b29288a4f96564d2f9_97)] | | | [removed: [43](#iafaf11c8b47c4292a2ffb731d906bd90_106)] [added: [41](#i5f4b60a451e747b29288a4f96564d2f9_97)] | | |
We have audited the accompanying consolidated balance sheets of Parker-Hannifin [removed: Corporation] and subsidiaries (the "Company") as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, [removed: equity,] [added: equity] and cash flows, for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: -] [added: —] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control [removed: -] [added: —] Integrated Framework (2013) issued by COSO.
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 [removed: Control] [added: Controls] Over Financial Reporting.
[removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a] whole, 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.
The Company’s business activities are carried out by numerous individual business units, which offer unique technology and product platforms [removed: within specific] [added: in a large number of] geographic areas.
We identified revenue as a critical audit matter [removed: given] [added: due to] the geographical dispersion of the Company’s operations and business units generating revenue.
[removed: This required extensive] [added: Extensive] audit effort [added: is performed] due to the volume of the underlying transactions and [removed: distinctiveness] [added: number] of [removed: each] individual business [removed: unit.][added: units.]
High levels of auditor [removed: judgement] [added: judgment] were necessary to determine the nature, timing, and extent of audit procedures performed [removed: within the Company.][added: to audit revenue.]
- [removed: For a sample of revenue transactions, we] [added: We] performed [removed: detail] transaction testing [added: for revenue populations subject to detail testing] by agreeing the amounts recorded as revenue to source documents and determined that revenue was recognized appropriately.
- [removed: For] [added: We tested] the [added: completeness of] revenue [added: for revenue] populations subject to detail testing, [removed: we tested the completeness of revenue] by making selections from a reciprocal population (e.g. sales order listing) and determined whether the sales order was [added: appropriately] recorded as a sale in the general ledger.
- [removed: For] [added: We performed substantive analytical procedures for] revenue transactions not subject to detail transaction [removed: testing, we performed substantive analytical procedures.][added: testing.]
/s/ DELOITTE & [removed: TOUCHE,] [added: TOUCHE] LLP
| (Dollars in thousands, except per share amounts) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020*] [added: 2021] | | | | | | [removed: 2019*] [added: 2020] | | |
| Net Sales | | | | | | $ | [removed: 14,347,640] [added: 15,861,608] | | | | | $ | [removed: 13,695,520] [added: 14,347,640] | | | | | $ | [removed: 14,320,324] [added: 13,695,520] | |
| Cost of sales | | | | | | [removed: 10,449,680] [added: 11,387,267] | | | | | | [removed: 10,292,291] [added: 10,449,680] | | | | | | [removed: 10,688,970] [added: 10,292,291] | | |
| Selling, general and administrative expenses | | | | | | [removed: 1,527,302] [added: 1,627,116] | | | | | | [removed: 1,656,553] [added: 1,527,302] | | | | | | [removed: 1,543,939] [added: 1,656,553] | | |
| Interest expense | | | | | | [removed: 250,036] [added: 255,252] | | | | | | [removed: 308,161] [added: 250,036] | | | | | | [removed: 190,138] [added: 308,161] | | |
| Other [removed: income,] [added: expense (income),] net | | | | | | [removed: (17,003)] [added: 984,868] | | | | | | [removed: (67,112)] [added: (17,003)] | | | | | | [removed: (61,247)] [added: (67,112)] | | |
| [removed: (Gain) loss] [added: Gain] on disposal of assets | | | | | | [removed: (109,332)] [added: (7,121)] | | | | | | [removed: (1,227)] [added: (109,332)] | | | | | | [removed: 9,049] [added: (1,227)] | | |
| Income before income taxes | | | | | | [removed: 2,246,957] [added: 1,614,226] | | | | | | [removed: 1,506,854] [added: 2,246,957] | | | | | | [removed: 1,949,475] [added: 1,506,854] | | |
| Income taxes | | | | | | [removed: 500,096] [added: 298,040] | | | | | | [removed: 304,522] [added: 500,096] | | | | | | [removed: 424,392] [added: 304,522] | | |
| Net Income | | | | | | [removed: 1,746,861] [added: 1,316,186] | | | | | | [removed: 1,202,332] [added: 1,746,861] | | | | | | [removed: 1,525,083] [added: 1,202,332] | | |
| Less: Noncontrolling interest in subsidiaries' earnings | | | | | | [removed: 761] [added: 581] | | | | | | [removed: 362] [added: 761] | | | | | | [removed: 567] [added: 362] | | |
| Net Income Attributable to Common Shareholders | | | | | | $ | [removed: 1,746,100] [added: 1,315,605] | | | | | $ | [removed: 1,201,970] [added: 1,746,100] | | | | | $ | [removed: 1,524,516] [added: 1,201,970] | |
| Basic earnings per share | | | | | | $ | [removed: 13.54] [added: 10.24] | | | | | $ | [removed: 9.36] [added: 13.54] | | | | | $ | [removed: 11.73] [added: 9.36] | |
| Diluted earnings per share | | | | | | $ | [removed: 13.35] [added: 10.09] | | | | | $ | [removed: 9.26] [added: 13.35] | | | | | $ | [removed: 11.57] [added: 9.26] | |
| (Dollars in thousands) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020*] [added: 2021] | | | | | | [removed: 2019*] [added: 2020] | | |
| Net Income | | | | | | $ | [removed: 1,746,861] [added: 1,316,186] | | | | | $ | [removed: 1,202,332] [added: 1,746,861] | | | | | $ | [removed: 1,525,083] [added: 1,202,332] | |
| Less: Noncontrolling interests in subsidiaries' earnings | | | | | | [removed: 761] [added: 581] | | | | | | [removed: 362] [added: 761] | | | | | | [removed: 567] [added: 362] | | |
| Net income attributable to common shareholders | | | | | | [removed: 1,746,100] [added: 1,315,605] | | | | | | [removed: 1,201,970] [added: 1,746,100] | | | | | | [removed: 1,524,516] [added: 1,201,970] | | |
| Foreign currency translation adjustment and other (net of tax of [removed: $(3,664), $4,820] [added: $(3,236), $(3,664)] and [removed: $709] [added: $4,820] in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019)] [added: 2020)] | | | | | | [removed: 328,792] [added: (284,732)] | | | | | | [removed: (182,957)] [added: 328,792] | | | | | | [removed: (66,392)] [added: (182,957)] | | |
| [Report of Independent Registered Public Accounting Firm (PCAOB ID No.](#i5f4b60a451e747b29288a4f96564d2f9_76) 34) | | | | | | [34](#i5f4b60a451e747b29288a4f96564d2f9_76) | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
August 24, 2022
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| Cash and cash equivalents | | | | | | $ | 535,799 | | | | | $ | 733,117 | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| Gain on sale of businesses | | | | | | (1,394) | | | | | | — | | | | | | — | | |
| Financing fees paid | | | | | | (58,629) | | | | | | — | | | | | | — | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | 1,315,605 | | | | | | | | | | | | | | | | | | | | | 581 | | | | | | 1,316,186 | | | | | |
| Dividends paid ($4.42 per share) | | | | | | | | | | | | | | | | | | (569,294) | | | | | | | | | | | | | | | | | | | | | (561) | | | | | | (569,855) | | | | | |
| Liquidation activity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,948) | | | | | | (1,948) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance June 30, 2022 | | | | | | $ | 90,523 | | | | | $ | 327,307 | | | | | $ | 15,661,808 | | | | | | | | $ | (1,543,198) | | | | | $ | (5,688,429) | | | | | $ | 11,909 | | | | | $ | 8,859,920 | | | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| Cash collateral receivable(a) | | | | | | 250,000 | | | | | | — | | |
(a) The cash collateral receivable relates to the deal-contingent forward contracts.
Refer to Note 16 for further discussion.
| June 30, | | | | | | 2022 | | | | | | 2021 | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
In July 2022, we issued $504 million of commercial paper and deposited this amount into the escrow account to finance a portion of the purchase of Meggitt.
Additionally, in July 2022, we deposited a total of $250 million into escrow that was previously posted as collateral and recorded within non-trade and notes receivables at June 30, 2022.
Refer to Note 16 for further discussion.
In July 2022, after consideration of the escrow balance and funds available under the delayed-draw Term Loan Facility, we reduced the aggregate committed principal amount of the bridge credit agreement (the "Bridge Credit Agreement") to zero.
Recent Accounting Pronouncements \- In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, "Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance", which requires entities to provide disclosures on material government assistance transactions for annual reporting periods.
The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies.
The new guidance is effective for all entities for annual reporting periods beginning after December 15, 2021; however, early adoption is permitted.
The guidance may be applied either prospectively to all in-scope transactions that are reflected in the financial statements at the date of initial application and to new transactions that are entered into after the date of initial application, or retrospectively.
Change in Accounting Principle
As discussed in Notes 1 and 7 to the consolidated financial statements, the Company elected to change its method of accounting for certain inventories from the last-in, first-out (“LIFO”) cost method to the first-in, first-out (“FIFO”) cost method which has been retrospectively applied to the consolidated financial statements as of June 30, 2020 and 2019.
August 25, 2021
*Years ended June 30, 2020 and 2019 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements.
BUSINESS SEGMENT INFORMATION
*Year ended June 30, 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements.
| Loss on sale of businesses | | | | | | — | | | | | | — | | | | | | 5,854 | | |
| Cash and cash equivalents at beginning of year | | | | | | 685,514 | | | | | | 3,219,767 | | | | | | 822,137 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance July 1, 2018 (As reported) | | | | | | $ | 90,523 | | | | | $ | 496,592 | | | | | $ | 11,625,975 | | | | | | | | $ | (1,763,086) | | | | | $ | (4,590,138) | | | | | $ | 5,627 | | | | | $ | 5,865,493 | |
| Inventory accounting method change | | | | | | | | | | | | | | | | | | 105,460 | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,460 | | |
| Balance July 1, 2018* | | | | | | $ | 90,523 | | | | | $ | 496,592 | | | | | $ | 11,731,435 | | | | | | | | $ | (1,763,086) | | | | | $ | (4,590,138) | | | | | $ | 5,627 | | | | | $ | 5,970,953 | |
| Impact of adoption of accounting standards | | | | | | | | | | | | | | | | | | 51,603 | | | | | | | | | (1,734) | | | | | | | | | | | | | | | | | | 49,869 | | |
| Net income* | | | | | | | | | | | | | | | | | | 1,524,516 | | | | | | | | | | | | | | | | | | | | | 567 | | | | | | 1,525,083 | | |
| Dividends paid ($3.16 per share) | | | | | | | | | | | | | | | | | | (412,404) | | | | | | | | | | | | | | | | | | | | | (64) | | | | | | (412,468) | | |
*The balances at June 30, 2018 and the year ended June 30, 2020 and 2019 amounts have been revised to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the consolidated financial statements.
Change in Accounting Principle - During the fourth quarter of 2021, the Company changed its method of accounting for certain domestic inventory previously valued by the last-in, first-out ("LIFO") method to the first-in, first-out ("FIFO") method.
All prior periods presented have been retrospectively adjusted to apply the new method of accounting.
Refer to Note 7 for more information on the change in inventory accounting method.
Recent Accounting Pronouncements - In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, "Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected.
The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.
Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses.
We adopted ASU 2016-13 on July 1, 2020.
The adoption of this guidance, using the modified retrospective method, did not result in a cumulative-effect adjustment to retained earnings and did not have a material impact on the consolidated financial statements or related disclosures.
At June 30, 2021, the change in net contract liabilities was primarily due to timing differences between when revenue was recognized and the receipt of advance payments.
The 2019 acquisition integration charges relate to the 2017 acquisition of CLARCOR, Inc. ("Clarcor") and primarily consist of severance costs and expenses related to plant closures and relocations.
the Consolidated Balance Sheet.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Certain amounts below have been adjusted to reflect the retrospective application of our change in inventory accounting method as described in Notes 1 and 7.
| Remeasurement of deferred tax assets and liabilities related to the TCJ Act | | | — | | | | | | — | | | | | | (0.9) | | |
| Federal manufacturing deduction | | | — | | | | | | — | | | | | | 0.1 | | |
The tax rate impact of GILTI is included with tax related to international activities in the table above.
On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, a significant tax-and-spending package intended to provide economic stimulus to address the impact of the COVID-19 pandemic.
The CARES Act did not result in a material impact on our effective tax rate.
On December 27, 2020, the Consolidated Appropriations Act, 2021, was signed into law.
In addition to providing funding for the government, this law provides further COVID-19 economic relief, and extends certain expiring tax provisions.
This act did not result in a material impact on our effective tax rate.
*Years ended June 30, 2020 and 2019 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements.
During the fourth quarter of 2021, the Company voluntarily changed its method of accounting for certain domestic inventory previously valued by the LIFO method to the FIFO method.
An excerpt. Shown here: 40 of 561 rewritten, 40 of 215 added and 40 of 161 removed. The counts are complete. For every sentence, read Item 8. . Financial Statements and Supplementary Data. in the FY2022 filing and the FY2021 filing.
Item 9. . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
7 rewritten, 0 added, 0 removed, 4 unchanged
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, [removed: 2021.][added: 2022.]
Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of June 30, [removed: 2021,] [added: 2022,] the Company’s disclosure controls and procedures were effective.
In response to the COVID-19 pandemic, [removed: many] [added: some] of our team members have been working [removed: remotely.][added: remotely at times.]
There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.
We assessed the effectiveness of our internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]
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, [removed: 2021.][added: 2022.]
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, [removed: 2021,] [added: 2022,] which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Item 9B. Other Information. None.
0 rewritten, 0 added, 27 removed, 0 unchanged
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 2021 Annual Meeting of Shareholders, to be held October 27, 2021 (the "2021 Proxy Statement"), and is incorporated herein by reference.
Information with respect to the executive officers of the Company is included in Part I, Item 1C of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
The information set forth under the caption "Delinquent Section 16(a) Reports" in the 2021 Proxy Statement is incorporated herein by reference.
The Company has adopted a Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer and Controller.
The Global Code of Business Conduct is posted on the Company’s investor relations internet website at www.phstock.com under the Corporate Governance page.
Any amendment to, or waiver from, a provision of the Company’s Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be posted at www.phstock.com under the Corporate Governance page.
The information set forth under the captions "Committees of our Board of Directors - The Audit Committee" and "Committees of Our Board of Directors - Board Committees; Committee Charters" in the 2021 Proxy Statement is incorporated herein by reference.
ITEM 11. Executive Compensation. The information set forth under the captions "Compensation Discussion and Analysis," "Compensation Committee Report," and "Compensation Tables" in the 2021 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 captions "Principal Shareholders" in the 2021 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, 2021, unless otherwise indicated.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | 5,498,710(1) | | | $154.85 | | | 21,200,533(2) | | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | | |
| Total | | | 5,498,710 | | | $154.85 | | | 21,200,533 | | |
(1)Includes the maximum future payouts of common stock that may be issued under the calendar year 2019-20-21, 2020-21-22 and 2021-22-23 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 Amended and Restated 2016 Omnibus Stock Incentive Plan is 23.8 million shares, of which approximately 11.3 million shares are available for future issuance.
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 "Corporate Governance: Board of Directors - Director Independence" in the 2021 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 2021 Proxy Statement is incorporated herein by reference.
PART IV
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable.
0 rewritten, 29 added, 0 removed, 0 unchanged
New section this year
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 2022 Annual Meeting of Shareholders, to be held October 26, 2022 (the "2022 Proxy Statement"), and is incorporated herein by reference.
Information with respect to the executive officers of the Company is included in Part I, Item 1C of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
The information set forth under the caption "Delinquent Section 16(a) Reports" in the 2022 Proxy Statement is incorporated herein by reference.
The Company has adopted a Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer and Controller.
The Global Code of Business Conduct is posted on the Company’s investor relations internet website at www.phstock.com under the Corporate Governance page.
Any amendment to, or waiver from, a provision of the Company’s Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be posted at www.phstock.com under the Corporate Governance page.
The information set forth under the captions "Board Committees; Committee Charters - Audit Committee" and "Board and Committee Structure - Board Committees; Committee Charters" in the 2022 Proxy Statement is incorporated herein by reference.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
ITEM 11. Executive Compensation. The information set forth under the captions "Compensation Discussion and Analysis," "Compensation Committee Report," and "Compensation Tables" in the 2022 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 2022 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, 2022, unless otherwise indicated.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | 5,218,244(1) | | | $175.73 | | | 18,376,570(2) | | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | | |
| Total | | | 5,218,244 | | | $175.73 | | | 18,376,570 | | |
(1)Includes the maximum future payouts of common stock that may be issued under the calendar year 2020-21-22, 2021-22-23 and 2022-23-24 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 Amended and Restated 2016 Omnibus Stock Incentive Plan is 23.8 million shares, of which approximately 8.4 million shares are available for future issuance.
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 2022 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 2022 Proxy Statement is incorporated herein by reference.
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
PART IV
Item 15. . Exhibits and Financial Statement Schedules.
77 rewritten, 14 added, 6 removed, 152 unchanged
| | | | Consolidated Statement of Income | | | [removed: [36](#iafaf11c8b47c4292a2ffb731d906bd90_76)] [added: [36](#i5f4b60a451e747b29288a4f96564d2f9_79)] | | | | | |
| | | | Consolidated Statement of Comprehensive Income | | | [removed: [37](#iafaf11c8b47c4292a2ffb731d906bd90_79)] [added: [37](#i5f4b60a451e747b29288a4f96564d2f9_82)] | | | | | |
| | | | Consolidated Balance Sheet | | | [removed: [40](#iafaf11c8b47c4292a2ffb731d906bd90_88)] [added: [38](#i5f4b60a451e747b29288a4f96564d2f9_88)] | | | | | |
| | | | Consolidated Statement of Cash Flows | | | [removed: [41](#iafaf11c8b47c4292a2ffb731d906bd90_94)] [added: [39](#i5f4b60a451e747b29288a4f96564d2f9_91)] | | | | | |
| | | | Consolidated Statement of Equity | | | [removed: [42](#iafaf11c8b47c4292a2ffb731d906bd90_100)] [added: [40](#i5f4b60a451e747b29288a4f96564d2f9_94)] | | | | | |
| | | | Notes to Consolidated Financial Statements | | | [removed: [43](#iafaf11c8b47c4292a2ffb731d906bd90_106)] [added: [41](#i5f4b60a451e747b29288a4f96564d2f9_97)] | | | | | |
| | | | II - Valuation and Qualifying Accounts | | | [removed: [80](#iafaf11c8b47c4292a2ffb731d906bd90_226)] [added: [77](#i5f4b60a451e747b29288a4f96564d2f9_196)] | | | | | |
| (2)(a) | | | | | | [Agreement and Plan of Merger among Parker-Hannifin Corporation, [removed: CLARCOR, Inc.] [added: Erie Merger Sub, Inc., LORD Corporation] and [removed: Parker Eagle Corporation](http://www.sec.gov/Archives/edgar/data/76334/000119312516782477/d295621dex21.htm) [dated] [added: Shareholder Representative Services LLC] as [added: the shareholders' representative, dated as] of [removed: December 1, 2016,] [added: April 26, 2019,] incorporated by reference to Exhibit 2.1 of [removed: Registrant's](http://www.sec.gov/Archives/edgar/data/76334/000119312516782477/d295621dex21.htm) [Report on](http://www.sec.gov/Archives/edgar/data/76334/000119312516782477/d295621dex21.htm) [Form] [added: Registrant's Report on Form] 8-K filed with the SEC on [removed: December 1, 2016](http://www.sec.gov/Archives/edgar/data/76334/000119312516782477/d295621dex21.htm)] [added: April 29, 2019](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm)] (Commission File No. 1-4982). | | |
| (2)(b) | | | | | | [removed: [Agreement and Plan of Merger] [added: [Share Purchase Agreement,] among Parker-Hannifin Corporation, [removed: Erie Merger Sub, Inc., LORD Corporation] [added: EMFCO Holdings Incorporated, the shareholders of the Company,] and [removed: Shareholder Representative Services LLC] [added: Fortis Advisors LLC,] as the [removed: shareholders'] [added: Sellers'] representative, dated as of [removed: April] [added: July] 26, [removed: 2019,](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm) [incorporated] [added: 2019, incorporated] by reference to Exhibit 2.1 of [removed: Registrant's](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm) [Report on](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm) [Form] [added: Registrant's Report on Form] 8-K filed with the SEC on [removed: April] [added: July] 29, [removed: 2019](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/76334/000119312519204846/d783419dex21.htm)] (Commission File No. 1-4982). | | |
| [removed: (2)(c)] [added: (10)(zz)] | | | | | | [removed: [Share Purchase] [added: [Cooperation] Agreement, [removed: among] [added: by and between] Parker-Hannifin [removed: Corporation, EMFCO Holdings Incorporated, the shareholders of the Company,] [added: Corporation] and [removed: Fortis Advisors LLC, as the Sellers' representative,] [added: Meggitt plc,] dated [removed: as of July 26, 2019](http://www.sec.gov/Archives/edgar/data/76334/000119312519204846/d783419dex21.htm)[,] [added: August 2, 2021,] incorporated by reference to Exhibit [removed: 2.1 of Registrant's](http://www.sec.gov/Archives/edgar/data/76334/000119312519204846/d783419dex21.htm) [Report on](http://www.sec.gov/Archives/edgar/data/76334/000119312519204846/d783419dex21.htm) [Form] [added: 10.1 to Registrant’s Report on Form] 8-K filed with the SEC on [removed: July 29, 2019](http://www.sec.gov/Archives/edgar/data/76334/000119312519204846/d783419dex21.htm)] [added: August 3, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex101.htm)] (Commission File No. 1-4982). | | |
| [removed: (2)(d)] [added: (2)(c)] | | | | | | [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](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm) (Commission file No. 1-4982). | | |
| (3)(a) | | | | | | [Amended Articles of [removed: Incorporation,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex3a.htm) [incorporated] [added: Incorporation, incorporated] by reference to Exhibit 3(a) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex3a.htm) (Commission File No. 1-4982). | | |
| (3)(b) | | | | | | [Regulations, Amended and Restated as [removed: of](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm) [April] [added: of April] 22, [removed: 2021](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm)[,] [added: 2021,] incorporated by reference to Exhibit 3(a) to Registrant’s Report on Form 10-Q for the quarterly period [removed: ended](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm) [March 31,](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm) [20](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm)[21](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm) [](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm)] [added: ended March 31, 2021](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm)] (Commission File No. 1-4982). | | |
| (4)(a) | | | | | | [Description of Parker-Hannifin's [removed: Securities](http://www.sec.gov/Archives/edgar/data/76334/000007633419000096/phc201910kex4a.htm)[,] [added: Securities,] incorporated by reference to Exhibit 4(a) to Registrant's Report on Form 10-K for the year ended June 30, 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000096/phc201910kex4a.htm) (Commission File No. 1-4982). | | |
| (10)(a) | | | | | | [Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance [removed: Agreement](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10a.htm)] [added: 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, [removed: 2008] [added: 2008](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10a.htm)] (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 [removed: 29](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm), incorporated] [added: 29](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm) [incorporated] by reference to Exhibit 10(c) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm)] (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 [removed: 29](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm), incorporated] [added: 29](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm) [incorporated] by reference to Exhibit 10(d) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016 (Commission] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm)(Commission] File No. 1-4982). | | |
| (10)(d) | | | | | | [Parker-Hannifin Corporation Amended and Restated Change in Control Severance [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm), incorporated] [added: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm) [incorporated] by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2008] [added: 2008](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm)] (Commission File No. 1-4982). | | |
| (10)(e) | | | | | | [Form of Indemnification Agreement entered into by the Registrant and its directors and executive [removed: officers](http://www.sec.gov/Archives/edgar/data/76334/000119312503043642/dex10c.htm),] [added: officers] incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, [removed: 2003] [added: 2003](http://www.sec.gov/Archives/edgar/data/76334/000119312503043642/dex10c.htm)] (Commission File No. 1-4982). | | |
| (10)(f) | | | | | | [Description of the Parker-Hannifin Corporation Officer Life Insurance [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm),] [added: Pla](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)[n](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)[,] incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, [removed: 2005] [added: 2005](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)] (Commission File No. 1-4982). | | |
| (10)(g) | | | | | | [Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits [removed: Program](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm),] [added: Program] effective July 1, [removed: 2014, incorporated] [added: 2014](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm) [](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm)[incorporated] by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm)] (Commission File No. 1-4982). | | |
| (10)(h) | | | | | | [Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive Retirement [removed: Program](http://www.sec.gov/Archives/edgar/data/76334/000007633416000116/ph12312015ex10c.htm),] [added: Program](http://www.sec.gov/Archives/edgar/data/76334/000007633416000116/ph12312015ex10c.htm)[,] 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, [removed: 2015 (Commission] [added: 2015](http://www.sec.gov/Archives/edgar/data/76334/000007633416000116/ph12312015ex10c.htm)(Commission] File No. 1-4982). | | |
| (10)(i) | | | | | | [Summary of the Parker-Hannifin Corporation Executive Disability Insurance [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10j.htm),] [added: Plan](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10j.htm)[,] incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10j.htm)] (Commission File No. 1-4982). | | |
| (10)(j) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan,](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10b.htm) [removed: incorporated] [added: [incorporated] by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2010] [added: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10b.htm)] (Commission File No. 1-4982). | | |
| (10)(k) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm), incorporated] [added: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm) [incorporated] by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the Commission on September 24, [removed: 2012] [added: 2012](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm)] (Commission File No. 1-4982). | | |
| (10)(l) | | | | | | [Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan,](http://www.sec.gov/Archives/edgar/data/76334/000119312516719682/d233270ddef14a.htm) [removed: incorporated] [added: [incorporated] by reference to Annex B to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000119312516719682/d233270ddef14a.htm)] (Commission File No. 1-4982). | | |
| (10)(m) | | | | | | [Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan,](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm) [removed: effective] [added: [](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)[effective] April 1, [removed: 2017, incorporated] [added: 2017](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm) [incorporated] by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31, [removed: 2017] [added: 2017](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)] (Commission File No. 1-4982). | | |
| (10)(n) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2016 Omnibus Stock Incentive Plan, effective as of October 23, [removed: 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm), incorporated] [added: 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm) [incorporated] by reference to Exhibit 10.1 to Registrant's Report on Form 8-K filed with the SEC on October 28, [removed: 2019] [added: 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)] (Commission File No. 1-4982). | | |
| (10)(o) | | | | | | [Parker-Hannifin Corporation 2015 Performance Bonus [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm) incorporated] [added: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm) [incorporated] by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the Commission on September 28, [removed: 2015] [added: 2015](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm)] (Commission File No. 1-4982). | | |
| (10)(p) | | | | | | [Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for Executive [removed: Officers](http://www.sec.gov/Archives/edgar/data/76334/000119312509221583/dex10d.htm),] [added: Officers,] incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2009] [added: 2009](http://www.sec.gov/Archives/edgar/data/76334/000119312509221583/dex10d.htm)] (Commission File No. 1-4982). | | |
| (10)(q) | | | | | | [Form of 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive [removed: officers](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm), incorporated] [added: officers,](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm) [incorporated] by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC on August 17, [removed: 2010] [added: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm)] (Commission File No. 1-4982). | | |
| (10)(r) | | | | | | [2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive [removed: officers](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm), incorporated] [added: officers,](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm) [incorporated] by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed with the SEC on August 17, [removed: 2010] [added: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm)] (Commission File No. 1-4982). | | |
| (10)(s) | | | | | | [Form of Parker-Hannifin Corporation Stock Appreciation Rights Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10a.htm)] [added: 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, [removed: 2011] [added: 2011](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10a.htm)] (Commission File No. 1-4982). | | |
| (10)(t) | | | | | | [Parker-Hannifin Corporation Stock Appreciation Rights Terms and [removed: Conditions](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10b.htm)] [added: 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, [removed: 2011] [added: 2011](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10b.htm)] (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, [removed: 2018] [added: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph-12312018exhibit10d.htm)] (Commission File No. [removed: 1-4982).](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph-12312018exhibit10d.htm)] [added: 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, [removed: 2018] [added: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018exhibit10e.htm)] (Commission File No. [removed: 1-4982)](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018exhibit10e.htm)] [added: 1-4982).] | | |
| (10)(w) | | | | | | [Parker-Hannifin Corporation Target Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10d.htm)[,] [added: Plan,] incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10d.htm) (Commission File No. 1-4982). | | |
| (10)(x) | | | | | | [Parker-Hannifin Corporation Target Incentive Plan Subject to Performance Bonus [removed: Plan](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10e.htm)[,] [added: Plan,] incorporated by reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10e.htm) (Commission File No. 1-4982). | | |
| (10)(y) | | | | | | [Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan, as amended and [removed: restated,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10aa.htm) [effective] [added: 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](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10aa.htm) (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, [removed: 2016] [added: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10bb.htm)] (Commission file No. [removed: 1-4982).](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10bb.htm)] [added: 1-4982).] | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| (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](https://www.sec.gov/Archives/edgar/data/76334/000007633418000119/ph9302018ex10c.htm) (Commission File No. 1-4982). | | |
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
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[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
August 24, 2022
[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)
| Year ended June 30, 2022 | | | | | | $ | 12,078 | | | | | $ | 1,719 | | | | | $ | (3,855) | | | | | $ | 9,942 | |
| Year ended June 30, 2022 | | | | | | $ | 865,764 | | | | | $ | 36,111 | | | | | $ | — | | | | | $ | 901,875 | |
| | | | Business Segment Information | | | [38](#iafaf11c8b47c4292a2ffb731d906bd90_85) | | | | | |
| (24) | | | | | | [Power of Attorney.](https://www.sec.gov/Archives/edgar/data/76334/000007633421000187/ph6302021ex2410-k.htm)* | | |
August 25, 2021
LOBO, Director; CANDY M.
| Year ended June 30, 2019 | | | | | | $ | 9,672 | | | | | $ | 2,034 | | | | | $ | (2,832) | | | | | $ | 8,874 | |
| Year ended June 30, 2019 | | | | | | $ | 694,857 | | | | | $ | 102,835 | | | | | $ | — | | | | | $ | 797,692 | |
An excerpt. Shown here: 40 of 77 rewritten, all 14 added and all 6 removed. The counts are complete. For every sentence, read Item 15. . Exhibits and Financial Statement Schedules. in the FY2022 filing and the FY2021 filing.