Parker-Hannifin (PH) 10-K risk factor changes: FY2023 vs FY2022

[removed: Future macroeconomic] [added: Macroeconomic] downturns may have an adverse effect on our business, results of operations and financial condition, as well as our distributors, customers and suppliers, and on activity in many of the industries and markets we serve.

Among the economic factors which may have such an effect are manufacturing and other end-market activity, [removed: global pandemics,] currency exchange rates, air travel trends, difficulties entering new markets, tariffs and governmental trade and monetary policies, [added: global pandemics,] and general economic conditions such as inflation, deflation, interest rates and credit availability.

Our net sales derived from customers outside the United States were approximately [removed: 39] [added: 37] percent in [removed: 2022, 40] [added: 2023, 39] percent in [removed: 2021] [added: 2022] and [removed: 37] [added: 40] percent in [removed: 2020.][added: 2021.]

- political, social and economic instability and disruptions, including armed [removed: conflicts;][added: conflicts such as the current conflict between Russia and Ukraine;]

[added: 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.

[removed: The novel coronavirus ("COVID-19")] [added: The impact of unexpected events such as the COVID-19] pandemic [removed: has disrupted our operations and] [added: are difficult to predict, but] could have a material adverse effect on our [removed: business and] [added: business, results of operations or] financial [removed: condition.][added: condition.]

[removed: We have experienced, and may continue to experience,] [added: For example, during the COVID-19 pandemic we experienced] mandatory and voluntary facility closures in certain jurisdictions in which we operate.

Furthermore, several of our customers temporarily suspended their operations and we [removed: have] experienced less demand for our products.

Facility closures or other restrictions, as well as supply chain disruptions, [added: did negatively impact and] could [added: in the future] materially adversely affect our ability to adequately staff, supply or otherwise maintain our operations.

- changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments, disputes regarding contract terms or significant changes in financial condition, and changes in contract cost and revenue estimates for new development [removed: programs, including changes as a result of the COVID-19 pandemic;][added: programs;]

- declines in the general level of industrial [removed: production, including as a result of the COVID-19 pandemic;][added: production;]

- weakness in the end-markets we [removed: serve, including as a result of the COVID-19 pandemic;][added: serve;]

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 [added: revenues may be materially reduced and our competitive position could be materially adversely affected.]

We may be required to make material expenditures in order to comply with environmental laws and regulations, [removed: and climate change and legal or regulatory measures] to address [added: the effects of] climate change [added: and to respond to customer needs and investor expectations regarding climate-related goals, each of which] may negatively impact our business.

Further, there can be no assurance of the extent to which any of our climate-related goals will be achieved, [added: if at all, including on the timeline expected by customers] or [added: investors, or] that any future investments we make in furtherance of achieving our goals will meet customer expectations and needs, investor expectations or market standards regarding [removed: sustainability performance.][added: sustainability, including reducing greenhouse gas emissions.]

We are subject to risks relating to acquisitions and joint ventures, and risks relating to the integration of acquired companies, including risks related to the integration of [removed: Lord Corporation ("Lord") and Exotic Metals Forming Company ("Exotic") and the potential acquisition of Meggitt.][added: Meggitt plc ("Meggitt").]

For example, we have devoted significant management attention and resources to integrating the business and operations of [removed: Lord and Exotic.][added: Meggitt.]

Our results may be adversely affected if expanded operations from [removed: the acquisition of Lord and Exotic, and the potential acquisition of Meggitt,] [added: acquisitions] are not effectively managed.

Our future success depends, in part, on the ability to manage this expanded business, which may pose or has posed substantial challenges for management, [added: 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.]

In addition, the amount of income taxes paid by the Company is subject to ongoing audits by [added: non-U.S. and] U.S. federal, state and local tax [removed: authorities and by non-U.S. tax] authorities.

Goodwill is not amortized, but is tested for impairment annually [added: as of December 31,] in the [removed: second] [added: third] quarter or more often if events or changes in circumstances indicate a potential impairment may exist.

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 [added: results and cash flows.]

If we determine at a future time that [removed: further] impairment exists, it may result in a significant non-cash charge to earnings and lower stockholders’ equity.

Our intellectual property may be challenged, stolen or otherwise infringed upon by third parties or we may be unable to [added: maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms.]

For example, the global nature of our business and our operations exposes us to political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine.

The broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; potential retaliatory action by the Russian government against companies, including possible nationalization of foreign businesses in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation, particularly with regard to raw material, transportation and labor price fluctuations; disruptions to our information technology environment, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; disruptions in global supply chains; and our exposure to foreign currency exchange rate changes.

Unexpected events may increase our cost of doing business or disrupt our operations.

The occurrence of one or more unexpected events, including war, acts of terrorism or violence, civil unrest, fires, tornadoes, hurricanes, earthquakes, floods and other forms of severe weather in the United States or in other countries in which

we operate or in which our suppliers are located could adversely affect our operations and financial performance.

Natural disasters, pandemics, such as the COVID-19 pandemic, equipment failures, power outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of component products from some local and international suppliers, and disruption and delay in the transport of our products to dealers, end-users and distribution centers.

Existing insurance coverage may not provide protection for all of the costs that may arise from such events.

Any failure, or perceived failure, by us to achieve our climate-related goals, further our initiatives, adhere to our public statements, comply with federal, state or international climate-related laws and regulations or meet evolving and varied customer and investor expectations and standards could result in legal and regulatory proceedings against us or could cause our customers to find other suppliers, each of which could adversely affect our reputation, the market price of our common shares, our results of operations, our financial condition or our cash flows.

We operate in challenging markets for talent and may fail to attract, develop and retain key personnel.

We depend on the skills, institutional knowledge, working relationships, and continued services and contributions of key personnel, including our leadership team and others at all levels of the company, as a critical part of our human capital resources.

In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals.

We compete with other companies both within and outside of our industry for talented personnel in a highly competitive labor market, and we may lose key personnel or fail to attract other talented personnel or otherwise identify and retain suitable replacements.

Any such loss or failure could have material adverse effects on our results of operations, financial condition and cash flows.

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Prices for raw materials necessary for production have

The COVID-19 pandemic, along with the response to the pandemic by governmental and other actors, has disrupted our operations and is expected to continue to negatively impact our operations in the future, which impact may be material.

Disruptions to our customers in the aerospace industry, which is facing diminished demand, have been and may continue to be challenging.

Additionally, the COVID-19 outbreak has, and could further, disrupt our supply chain.

Moreover, because certain of our employees work remotely at times, we may be subject to increased vulnerability to cyber and other information technology risks.

We have modified, and may further modify, our business practices in response to the risks and negative impacts associated with the COVID-19 pandemic.

However, there can be no assurance that these measures will be temporary or successful.

The impact of the COVID-19 pandemic continues to evolve and its ultimate duration, severity and disruption to our business, customers and supply chain, and the related financial impact to us, cannot be accurately forecasted at this time.

Should such disruption continue for an extended period, the adverse effect on our business, results of operations and financial condition could be more severe than previously anticipated.

Additionally, weak economic conditions generally as a result of the COVID-19 pandemic could result in impairment in value of our tangible or intangible assets.

Furthermore, future public health crises are possible and could involve some or all of the risks discussed above.

revenues may be materially reduced and our competitive position could be materially adversely affected.

We are subject to risks relating to the pending acquisition of Meggitt.

On August 2, 2021, we announced our proposed acquisition of Meggitt.

Meggitt is a leader in design, manufacturing and aftermarket support of technologically differentiated systems and equipment in aerospace, defense and selected energy markets.

The proposed acquisition of Meggitt would expand the size of our Aerospace Systems Segment relative to our other segment, increasing our susceptibility to conditions in the end markets served by our Aerospace Systems Segment.

There are numerous risks and uncertainties associated with the proposed acquisition, including:

- completion of the acquisition is subject to a number of conditions, some of which are outside of our control.

Among these conditions are 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 amended;

- the Company’s and Meggitt’s existing business relationships with third parties, including customers and service providers, may be disrupted due to uncertainty associated with the acquisition, which could have an adverse effect on our results of operations, cash flows and financial position or those of the combined company;

- failure to complete the acquisition could negatively impact our stock price and our future business and financial results;

- both we and Meggitt will incur significant transaction costs in connection with the acquisition, which costs may exceed those currently anticipated;

- we have substantially increased our indebtedness to pay for the Acquisition and other related fees and expenses;

- the COVID-19 pandemic may delay or prevent the completion of the acquisition;

- after completion of the acquisition, we may be unable to successfully integrate our and Meggitt’s business and, as a result, may fail to realize the anticipated benefits and cost savings of the transaction in the intended timeframe or at all, which could adversely affect the value of our common stock;

- our results after the proposed acquisition of Meggitt may suffer if we do not effectively manage our expanded operations following the acquisition; and

- Meggitt may have difficulty retaining, motivating, and attracting executives and other employees in light of the pending acquisition, and failure to do so could harm the company.

Any of the foregoing risks and uncertainties could have a material adverse effect on our earnings, cash flows and financial condition.

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.

results and cash flows.

maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms.

- ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the integration of [removed: Lord and Exotic and the proposed acquisition of] Meggitt; and our ability to effectively manage expanded operations from [removed: the acquisitions of Lord and Exotic and the proposed acquisition of Meggitt;][added: acquisitions;]

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: 2022,] [added: 2023,] and undertakes no obligation to update them unless otherwise required by law.

The Win Strategy 3.0 is Parker's business system [removed: that] [added: which] defines the goals and initiatives that [removed: drive growth, transformation] [added: create responsible, sustainable growth] and [added: enable Parker's long-term] success.

- [removed: Enabling] [added: enabling] a sustainable future by providing innovative [added: clean] technology solutions that offer a positive, global environmental impact and operating responsibly by reducing our energy use and emissions;

[removed: Recent events impacting our business include] [added: The continuing residual effects of] the Russia-Ukraine war and [added: the] COVID-19 [removed: pandemic and their residual effects,] [added: pandemic,] including the inflationary cost environment as well as disruption within the global supply [removed: chain, labor markets] [added: chain] and [removed: aerospace industry.][added: labor markets, have impacted our business.]

We [removed: are managing] [added: continue to manage] the challenging supply chain environment through our "local for local" manufacturing strategy, ongoing supplier management process, and broadened supply base.

We [removed: are also managing] [added: continue to manage] the [added: impact of the] inflationary cost environment through a variety of cost and pricing measures, including continuous improvement and lean initiatives.

Additionally, we [removed: are] strategically [removed: managing] [added: manage] our workforce and discretionary spending.

At the same time, we are appropriately addressing the ongoing needs of our business so that we [removed: may] continue to serve our customers.

Over the [removed: long term,] [added: long-term,] the extent to which our business and results of operations will be impacted by [removed: the] economic and political uncertainty [removed: resulting from the Russia-Ukraine war and the COVID-19 pandemic] depends on future developments that remain uncertain.

[removed: Additionally, while these events and other global economic factors have led to an increased inflationary environment, we] [added: We] will continue to monitor [added: the environment] and manage [removed: inflation] [added: our business with the goal] to minimize [removed: its] [added: the] impact on [removed: our business, operations,] [added: operations] and financial results.

[removed: Discussion of] [added: Refer to Note 3 to] the [removed: 2020 financial statements is included] [added: Consolidated Financial Statements] in Part II, Item [removed: 7] [added: 8] of [removed: the Company's 2021] [added: this] Annual Report on Form [removed: 10-K.][added: 10-K for further discussion.]

The discussion below compares the operating performance in [removed: 2022] [added: 2023, 2022,] and 2021.

| (dollars in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022*] | | | [added: | | | 2021* | | |]

| Net sales | | | | | | $ | [removed: 15,862] [added: 19,065] | | | | | $ | [added: 15,862 | | | | | $ |] 14,348 | |

| Selling, general and administrative expenses | | | | | | $ | [removed: 1,627] [added: 3,354] | | | | | $ | [removed: 1,527] [added: 2,504] | | [added: | | | $ | 2,383 | |]

| Selling, general and administrative expenses, as a percent of sales | | | | | | [removed: 10.3] [added: 17.6] | | % | | | | [removed: 10.6] [added: 15.8] | | % | [added: | | | 16.6 | | % |]

| Interest expense | | | | | | $ | [removed: 255] [added: 574] | | | | | $ | [added: 255 | | | | | $ |] 250 | |

| Other expense (income), net | | | | | | [removed: 985] [added: 184] | | | | | | [removed: (17)] [added: 945] | | | [added: | | | (28) | | |]

| Gain on disposal of assets | | | | | | [removed: (7)] [added: (363)] | | | | | | [added: (7) | | | | | |] (109) | | |

| Effective tax rate | | | | | | [removed: 18.5] [added: 22.2] | | % | | | | [added: 18.5 | | % | | | |] 22.3 | | % |

| Net income attributable to common shareholders | | | | | | $ | [removed: 1,316] [added: 2,083] | | | | | $ | [added: 1,316 | | | | | $ |] 1,746 | |

[removed: Net sales] [added: Net sales] in 2022 increased from the 2021 amount due to higher volume in both the Diversified Industrial and Aerospace Systems Segments.

Gross profit margin (calculated as net sales less cost of sales, divided by net sales) increased [added: slightly] in [removed: 2022] [added: 2023] primarily due to higher margins in both the Aerospace Systems and Diversified Industrial Segments.

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 [removed: the] ongoing inflationary environment and disruption within the global supply chain and labor markets.

Cost of sales also included business realignment and acquisition integration charges of [removed: $9] [added: $5] million in 2022 compared to [removed: $35] [added: $27] million in 2021.

[removed: Selling, general and administrative expenses ("SG&A")] [added: 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.

SG&A also included business realignment and acquisition integration charges of [removed: $10] [added: $14] million and [removed: $23] [added: $31] million in 2022 and 2021, respectively.

[removed: Interest expense] [added: Interest expense] in 2022 increased [added: compared to 2021] primarily due to higher average debt outstanding, partially offset by lower average interest rates.

| Expense (income) | | | | | | | | | | | | | | | [added: | | | | | |]

| Income related to equity method investments | | | | | | [removed: $] [added: (124)] | [removed: (76)] | | | | | [removed: $] [added: (76)] | [added: | | | | |] (41) | | [added: |]

| Non-service components of retirement benefit cost | | | | | | [removed: 4] [added: (67)] | | | | | | [added: 4 | | | | | |] 49 | | |

| Acquisition-related financing fees | | | | | | [removed: 52] [added: —] | | | | | | [added: 52 | | | | | |] — | | |

| Loss on deal-contingent forward contracts | | | | | | [removed: 1,015] [added: 390] | | | | | | [added: 1,015 | | | | | |] — | | |

| Russia liquidation | | | | | | [removed: 8] [added: —] | | | | | | [added: 8 | | | | | |] — | | |

| Other items, net | | | | | | [removed: (18)] [added: (15)] | | | | | | [removed: (25)] [added: (8)] | | | [added: | | | (18) | | |]

Acquisition-related financing fees in 2022 relate to the bridge credit agreement (the "Bridge Credit Agreement") fees associated with the [removed: proposed] Acquisition.

Refer to [removed: Notes] [added: Note] 3 [removed: and 10] to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.

Loss on deal-contingent forward contracts in [added: 2023 and] 2022 includes [removed: an unrealized] [added: a] loss on the deal-contingent forward contracts related to the [removed: proposed] Acquisition.

Refer to Note [removed: 16] [added: 10] to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.

- the impact of political, social and economic instability and disruptions, including public health crises such as the COVID-19 pandemic;

- potential labor disruptions or shortages and the ability to attract and retain key personnel;

The parties have reached a settlement in principle in the lawsuit, which the district court preliminarily approved on March 14, 2023, and finally approved on August 2, 2023.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gross profit margin | | | | | | 33.7 | | % | | | | 33.5 | | % | | | | 33.1 | | % |

| | | | | | | | | | | | | | | | | | | | | |

| *Years ended June 30, 2022 and 2021 amounts have been reclassified to reflect the income statement reclassification, as described in Note 1 to the Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | |

Net sales in 2023 increased from the 2022 amount due to higher volume in both the Diversified Industrial and Aerospace Systems Segments.

The Acquisition completed within the last 12 months increased sales by approximately $2.1 billion during the current year.

The effect of currency rate changes decreased net sales in 2023 by approximately $470 million, substantially all of which is attributable to the Diversified Industrial International businesses.

Divestitures completed within the last 12 months decreased sales by approximately $69 million in 2023.

The increase in gross profit margin is primarily due to higher sales volume and benefits from continuous improvement initiatives, as well as price increases.

The increase was partially offset by the step-up in inventory to fair value of $110 million, related to the Acquisition, within the Aerospace Systems Segment.

Additionally, increased freight, material and labor costs resulting from the ongoing inflationary environment and disruption within the global supply chain and labor markets impacted margin.

Cost of sales also included business realignment and acquisition integration charges of $29 million in 2023 compared to $5 million in 2022.

Gross profit margin increased in 2022 primarily due to higher margins in both the Aerospace and Diversified Industrial Segments.

Selling, general and administrative expenses ("SG&A") increased in 2023 primarily due to higher amortization expense, research and development expense, information technology charges, as well as increased general and administrative charges associated with the Acquisition.

Additionally, acquisition-related transaction costs for the year totaled $115 million.

SG&A also included business realignment and acquisition integration charges of $94 million and $14 million in 2023 and 2022, respectively.

Interest expense in 2023 increased compared to 2022 primarily due to higher average interest rates and higher average debt outstanding.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022* | | | | | | 2021* | | |

| | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | (46) | | | | | | (10) | | | | | | (7) | | |

| | | | | | | $ | 184 | | | | | $ | 945 | | | | | $ | (28) | |

| | | | | | | | | | | | | | | | | | | | | |

| *Years ended June 30, 2022 and 2021 amounts have been reclassified to reflect the income statement reclassification, as described in Note 1 to the Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | |

During 2023, it also includes foreign currency transaction loss associated with completing the Acquisition.

Gain on disposal of assets in 2023 includes a gain on the sale of the aircraft wheel and brake business within the Aerospace Systems Segment of $374 million.

Effective tax rate in 2023 was higher than 2022, primarily due to an overall decrease in discrete tax benefits along with a reduction in the benefit from the foreign derived intangible income deduction.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Acquisitions | | | | | | 4.0 | | % | | | | — | | % |

| Acquisitions | | | | | | 2.3 | | % | | | | — | | % |

| Acquisitions | | | | | | 3.3 | | % | | | | — | | % |

*Diversified Industrial North America* - Sales in 2023 for the Diversified Industrial North American businesses increased 15.7 percent from 2022.

The effect of the Acquisition increased sales by approximately $311 million.

- the impact of the global outbreak of COVID-19 and governmental and other actions taken in response;

- potential labor disruptions or shortages;

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

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 continue to prioritize the safety of our team members.

To minimize the spread of COVID-19 in our workplaces, we implemented heightened prevention, screening and hygiene protocols.

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.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gross profit margin | | | | | | 28.2 | | % | | | | 27.2 | | % |

Cost of sales included net foreign currency transaction gains of $40 million and $11 million in 2022 and 2021, respectively.

| | | | | | | $ | 985 | | | | | $ | (17) | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

The amount of acquisition integration charges we will incur in 2023 is dependent upon the timing of closing of the proposed Acquisition.

Gain on disposal of assets in 2021 primarily consists of a gain of $101 million on the sale of land.

This decrease of $133 million was primarily related to net income and cash provided by working capital items, which decreased $431 million and increased $557 million, respectively.

After consideration of the non-cash impact of the deal-contingent forward contracts, which increased cash provided by working capital items by $1,015 million and decreased net income by $775 million in 2022, cash flow from operations in 2022 decreased primarily due to a decrease in cash provided by working capital items of $458 million, partially offset by an increase in net income of $344 million.

During 2022, we amended our existing multi-currency credit agreement, increasing its capacity from $2,500 million to $3,000 million, by exercising the accordion feature.

Additionally, during 2022, we entered into a senior, unsecured delayed-draw term loan facility in an aggregate principal amount of $2,000 million (the “Term Loan Facility”), refer to the Strategic Acquisitions section below for further discussion.

At June 30,

On August 2, 2021, the Company announced that it reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Meggitt for 800 pence per share, or approximately £6,263 million.

We intend to fund the proposed Acquisition with cash resources, borrowings under debt facilities and net proceeds of debt securities.

The proposed Acquisition and divestiture of the aircraft wheel and brake business remain subject to customary closing conditions, including regulatory clearance.

During 2022 we deposited funds, comprised of cash on hand and net proceeds from the issuance of commercial paper and the Senior Notes, into an escrow account.

The escrow account is restricted to payments for the proposed Acquisition.

At June 30, 2022, the balance was $6,112 million, which was recorded within the prepaid expenses and other caption on our Consolidated Balance Sheet.

Additionally, we entered into a senior, unsecured delayed-draw term loan facility in an aggregate principal amount of $2,000 million on August 27, 2021.

The proceeds of the Term Loan Facility, if drawn, will be used solely by the Company to finance a portion of the consideration of its proposed Acquisition.

In connection with the proposed Acquisition, the Company entered into a bridge credit agreement (the "Bridge Credit Agreement") on August 2, 2021.

As permanent financing for the proposed Acquisition was secured, the principal amount of the Bridge Credit Agreement was reduced.

At June 30, 2022, the available aggregate principal amount was £591 million.

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.

The deal-contingent forward contracts have an aggregate notional amount of £6,415 million, and settlement is contingent upon closing the proposed Acquisition.

We are recording the related fair value gains and losses, which have been and may continue to be significant, through the Consolidated Statement of Income until the closing of the proposed Acquisition.

The Company manages foreign currency transaction and translation risk by utilizing derivative and non-derivative financial instruments, including forward exchange contracts, [added: deal-contingent forward contracts,] costless collar contracts, cross-currency swap contracts and certain foreign currency denominated debt designated as net investment hedges.

[removed: The Company does] [added: We do] not hold or issue derivative financial instruments for trading purposes.

Derivatives that are designated as hedges are adjusted to fair value by recording gains and losses through accumulated other comprehensive [removed: income] (loss) in the Consolidated Balance Sheet until the hedged item is recognized in earnings.

The translation of the foreign currency denominated debt that has been designated as a net investment hedge is recorded in accumulated other comprehensive [removed: income] (loss) and remains there until the underlying net investment is sold or substantially liquidated.

[removed: However, a] [added: A] 100 basis point increase in near-term interest rates would increase annual interest expense on [removed: weighted average] [added: variable rate debt, including weighted-average] commercial paper [removed: balances] [added: borrowings] during [removed: 2022] [added: 2023,] by approximately [removed: $15] [added: $25] million.

A substantial portion of our operations are conducted by our subsidiaries outside of the U.S. in currencies other than the U.S. dollar.

Most of our non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies.

Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S. dollars and from transactions denominated in a currency other than the subsidiary’s functional currency.

Although the amount of this activity has increased with the Acquisition, we expect to continue to manage the associated foreign currency transaction and translation risk using existing processes.

At June 30, 2023, our debt portfolio included $875 million of variable rate debt, exclusive of commercial paper borrowings.

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.

At June 30, 2022, our debt portfolio did not include any variable rate debt.

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.

As we cannot anticipate the ultimate duration or scope of the Russia-Ukraine war and the COVID-19 pandemic, the ultimate financial impact to our results cannot be reasonably estimated, but could be material.

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

For the fiscal year ended June 30, [removed: 2022][added: 2023]

The aggregate market value of the outstanding common stock held by non-affiliates of the Registrant as of December 31, [removed: 2021: $40,873,444,310.][added: 2022: $37,131,474,472.]

The number of Common Shares outstanding on July 31, [removed: 2022] [added: 2023] was [removed: 128,402,997.][added: 128,431,401.]

Portions of the Definitive Proxy Statement for the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders, to be held on October [removed: 26, 2022,] [added: 25, 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#i5f4b60a451e747b29288a4f96564d2f9_13)] [added: [Business](#ic2a0190feff2425c90e18637fa08f250_13)] | | | [removed: [2](#i5f4b60a451e747b29288a4f96564d2f9_13)] [added: [2](#ic2a0190feff2425c90e18637fa08f250_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5f4b60a451e747b29288a4f96564d2f9_19)] [added: Factors](#ic2a0190feff2425c90e18637fa08f250_16)] | | | [removed: [10](#i5f4b60a451e747b29288a4f96564d2f9_19)] [added: [11](#ic2a0190feff2425c90e18637fa08f250_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5f4b60a451e747b29288a4f96564d2f9_22)] [added: Comments](#ic2a0190feff2425c90e18637fa08f250_19)] | | | [removed: [17](#i5f4b60a451e747b29288a4f96564d2f9_22)] [added: [17](#ic2a0190feff2425c90e18637fa08f250_19)] | | |

| Item 1C. | | | [Information about our Executive [removed: Officers](#i5f4b60a451e747b29288a4f96564d2f9_25)] [added: Officers](#ic2a0190feff2425c90e18637fa08f250_22)] | | | [removed: [17](#i5f4b60a451e747b29288a4f96564d2f9_25)] [added: [18](#ic2a0190feff2425c90e18637fa08f250_22)] | | |

| Item 2. | | | [removed: [Properties](#i5f4b60a451e747b29288a4f96564d2f9_28)] [added: [Properties](#ic2a0190feff2425c90e18637fa08f250_25)] | | | [removed: [18](#i5f4b60a451e747b29288a4f96564d2f9_28)] [added: [19](#ic2a0190feff2425c90e18637fa08f250_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5f4b60a451e747b29288a4f96564d2f9_31)] [added: Proceedings](#ic2a0190feff2425c90e18637fa08f250_28)] | | | [removed: [19](#i5f4b60a451e747b29288a4f96564d2f9_31)] [added: [20](#ic2a0190feff2425c90e18637fa08f250_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5f4b60a451e747b29288a4f96564d2f9_34)] [added: Disclosures](#ic2a0190feff2425c90e18637fa08f250_31)] | | | [removed: [19](#i5f4b60a451e747b29288a4f96564d2f9_34)] [added: [20](#ic2a0190feff2425c90e18637fa08f250_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5f4b60a451e747b29288a4f96564d2f9_40)] [added: Securities](#ic2a0190feff2425c90e18637fa08f250_37)] | | | [removed: [19](#i5f4b60a451e747b29288a4f96564d2f9_40)] [added: [20](#ic2a0190feff2425c90e18637fa08f250_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i5f4b60a451e747b29288a4f96564d2f9_43)] [added: [\[Reserved\]](#ic2a0190feff2425c90e18637fa08f250_40)] | | | [removed: [19](#i5f4b60a451e747b29288a4f96564d2f9_43)] [added: [20](#ic2a0190feff2425c90e18637fa08f250_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5f4b60a451e747b29288a4f96564d2f9_46)] [added: Operations](#ic2a0190feff2425c90e18637fa08f250_43)] | | | [removed: [20](#i5f4b60a451e747b29288a4f96564d2f9_46)] [added: [21](#ic2a0190feff2425c90e18637fa08f250_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5f4b60a451e747b29288a4f96564d2f9_70)] [added: Risk](#ic2a0190feff2425c90e18637fa08f250_67)] | | | [removed: [32](#i5f4b60a451e747b29288a4f96564d2f9_70)] [added: [35](#ic2a0190feff2425c90e18637fa08f250_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5f4b60a451e747b29288a4f96564d2f9_73)] [added: Data](#ic2a0190feff2425c90e18637fa08f250_70)] | | | [removed: [33](#i5f4b60a451e747b29288a4f96564d2f9_73)] [added: [36](#ic2a0190feff2425c90e18637fa08f250_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5f4b60a451e747b29288a4f96564d2f9_157)] [added: Disclosure](#ic2a0190feff2425c90e18637fa08f250_154)] | | | [removed: [69](#i5f4b60a451e747b29288a4f96564d2f9_157)] [added: [75](#ic2a0190feff2425c90e18637fa08f250_154)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5f4b60a451e747b29288a4f96564d2f9_160)] [added: Procedures](#ic2a0190feff2425c90e18637fa08f250_157)] | | | [removed: [69](#i5f4b60a451e747b29288a4f96564d2f9_160)] [added: [75](#ic2a0190feff2425c90e18637fa08f250_157)] | | |

| Item 9B. | | | [Other [removed: Information](#i5f4b60a451e747b29288a4f96564d2f9_163)] [added: Information](#ic2a0190feff2425c90e18637fa08f250_160)] | | | [removed: [69](#i5f4b60a451e747b29288a4f96564d2f9_163)] [added: [75](#ic2a0190feff2425c90e18637fa08f250_160)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5f4b60a451e747b29288a4f96564d2f9_1744)] [added: Inspections](#ic2a0190feff2425c90e18637fa08f250_163)] | | | [removed: [69](#i5f4b60a451e747b29288a4f96564d2f9_1744)] [added: [75](#ic2a0190feff2425c90e18637fa08f250_163)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5f4b60a451e747b29288a4f96564d2f9_169)] [added: Governance](#ic2a0190feff2425c90e18637fa08f250_169)] | | | [removed: [69](#i5f4b60a451e747b29288a4f96564d2f9_169)] [added: [75](#ic2a0190feff2425c90e18637fa08f250_169)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5f4b60a451e747b29288a4f96564d2f9_172)] [added: Compensation](#ic2a0190feff2425c90e18637fa08f250_172)] | | | [removed: [70](#i5f4b60a451e747b29288a4f96564d2f9_172)] [added: [76](#ic2a0190feff2425c90e18637fa08f250_172)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5f4b60a451e747b29288a4f96564d2f9_175)] [added: Matters](#ic2a0190feff2425c90e18637fa08f250_175)] | | | [removed: [70](#i5f4b60a451e747b29288a4f96564d2f9_175)] [added: [76](#ic2a0190feff2425c90e18637fa08f250_175)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5f4b60a451e747b29288a4f96564d2f9_178)] [added: Independence](#ic2a0190feff2425c90e18637fa08f250_178)] | | | [removed: [70](#i5f4b60a451e747b29288a4f96564d2f9_178)] [added: [76](#ic2a0190feff2425c90e18637fa08f250_178)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5f4b60a451e747b29288a4f96564d2f9_181)] [added: Services](#ic2a0190feff2425c90e18637fa08f250_181)] | | | [removed: [70](#i5f4b60a451e747b29288a4f96564d2f9_181)] [added: [76](#ic2a0190feff2425c90e18637fa08f250_181)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5f4b60a451e747b29288a4f96564d2f9_190)] [added: Schedules](#ic2a0190feff2425c90e18637fa08f250_187)] | | | [removed: [71](#i5f4b60a451e747b29288a4f96564d2f9_190)] [added: [77](#ic2a0190feff2425c90e18637fa08f250_187)] | | |

Fiscal Year Ended June 30, [removed: 2022][added: 2023]

Our manufacturing, service, sales, distribution and administrative facilities are located in [removed: 37] [added: 39] states within the United States and in [removed: 44] [added: 43] other countries.

We market our products through direct-sales employees, independent [removed: distributors] [added: distributors,] and sales representatives.

We supply products to approximately [removed: 527,000] [added: 548,000] customers in virtually every significant manufacturing, transportation and processing industry.

During [removed: 2022,] [added: 2023,] our technologies and systems were used in the products of these two reporting segments.

For [removed: 2022,] [added: 2023,] the Company's net sales were [removed: $15.9] [added: $19.1] billion.

Diversified Industrial Segment products accounted for [removed: 84] [added: 77] percent and Aerospace Systems Segment products accounted for [removed: 16] [added: 23] percent of those net sales.

The approximately [removed: 527,000] [added: 548,000] customers who purchase Parker products are found in almost every significant manufacturing, transportation and processing industry.

No single customer accounted for more than [removed: two] [added: four] percent of our total net sales for the year ended June 30, [removed: 2022.][added: 2023.]

| Engineered Materials Group: | | | [removed: • Aerospace • Agriculture • Chemical] [added: •Aerospace •Agriculture •Chemical] processing [removed: • Construction • Defense • Information] [added: •Construction •Defense •Information] technology [removed: • Life] [added: •Life] sciences | | | [removed: • Microelectronics • Oil] [added: •Microelectronics •Oil] & gas [removed: • Power] [added: •Power] generation [removed: • Renewable] [added: •Renewable] energy [removed: • Telecommunications • Transportation • Truck] [added: •Telecommunications •Transportation •Truck] & bus | | |

| Filtration Group: | | | [removed: • Aerospace] [added: •Aerospace] & defense [removed: • Agriculture • Clean] [added: •Agriculture •Clean] & Renewable Energy [removed: • Construction • Food] [added: •Construction •Food] & beverage [removed: • Heating,] [added: •Heating,] ventilation & air conditioning (HVAC) [removed: • Industrial] [added: •Industrial] plant & equipment [removed: • Life sciences] | | | [removed: • Marine • Mining • Oil] [added: •Life sciences •Marine •Mining •Oil] & gas [removed: • Power] [added: •Power] generation [removed: • Renewable energy • Medium] [added: •Medium] & Heavy Duty Truck [removed: • Water] [added: •Water] purification | | |

| Fluid Connectors Group: | | | [removed: • Aerial] [added: •Aerial] lift [removed: • Agriculture • Bulk chemical handling • Construction • Food] [added: •Agriculture •Clean] & [added: Renewable Energy •Construction •Food &] beverage [removed: • Forestry • Industrial] [added: •Forestry •Heating, ventilation, air conditioning & refrigeration (HVACR) •Industrial] machinery [added: •Life sciences] | | | [removed: • Life sciences • Material] [added: •Material] handling [removed: • Mining • Oil] [added: •Microelectronics •Military •Mining •Oil] & [removed: gas • Renewable] [added: Gas, Chemical, Petrochemical •Refining •Renewable] energy [removed: • Transportation] [added: •Transportation] | | |

| Motion Systems Group: | | | Mobile: [removed: • Agriculture • Construction • Marine • Material] [added: •Agriculture •Construction •Marine •Material] handling [removed: • Military • Transportation • Truck] [added: •Military •Transportation •Truck] & bus [removed: • Turf] [added: •Turf] | | | Industrial: [removed: • Distribution • General] [added: •Distribution •General] machinery [removed: • Machine tool • Mining • Oil] [added: •Machine Tool •Metal Forming •Mining •Oil] & gas [removed: • Power] [added: •Power] generation [removed: • Semiconductor] [added: •Semiconductor] | | |

| [removed: • Aftermarket] [added: •Aftermarket] services [removed: • Commercial] [added: •Business and general aviation •Commercial] transport aircraft [removed: • Engines • General & business aviation • Helicopters] [added: •Engines] | | | [removed: • Military] [added: •Helicopters •Military] aircraft [removed: • Missiles • Power generation (industrial gas turbines) • Regional] [added: •Regional] transport aircraft [removed: • Unmanned aerial vehicles] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Signatures](#ic2a0190feff2425c90e18637fa08f250_190) | | | | | | [82](#ic2a0190feff2425c90e18637fa08f250_190) | | |

During 2023, the Company consolidated the Instrumentation Group with the Fluid Connectors Group.

The Company completed the acquisition (the "Acquisition") of Meggitt plc ("Meggitt") in 2023.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| [Signatures](#i5f4b60a451e747b29288a4f96564d2f9_193) | | | | | | [76](#i5f4b60a451e747b29288a4f96564d2f9_193) | | |

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

| Instrumentation Group: | | | • Air conditioning • Alternative fuels • Analytical • Chemical • Food & beverage • Life sciences | | | • Microelectronics • Oil & gas • Refining • Refrigeration • Transportation | | |

Fluid Connectors Group: connectors, which control, transmit and contain fluid, including:

| • Ball & check valves • Diagnostic and sensors • Hose couplings • Hose crimpers • Industrial hose • Low pressure fittings & adapters | | | • Polytetrafluoroethylene (PTFE) hose & tubing • Quick couplings • Elastomeric & thermoplastic hose • Tube fittings & adapters • Tubing & plastic fittings | | |

Beginning July 1, 2022, the Company began the consolidation of the Fluid Connectors and Instrumentation Groups.

The Company made no acquisitions in 2022.

On August 2, 2021, the Company announced that it reached an agreement on the terms of a recommended cash acquisition (the "Acquisition") of the entire issued and to be issued ordinary share capital of Meggitt plc ("Meggitt").

professional satisfaction in their work, responsibly move our company forward and strengthen our communities, fulfilling our purpose of *Enabling Engineering Breakthroughs that Lead to a Better Tomorrow*.

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.

In 2020, Parker appointed its first Vice President of Diversity and Inclusion to lead our continuing journey.

Our executive officers as of August 15, [removed: 2022,] [added: 2023,] were as follows:

| Name | | | | | | Position | | | | | | Officer Since(1) | | | | | | Age as of [removed: 8/15/22] [added: 8/15/23] | | |

| Thomas L. Williams | | | | | | [added: Executive] Chairman of the [removed: Board, Chief Executive Officer] [added: Board] and Director | | | | | | 2005 | | | | | | [removed: 63] [added: 64] | | |

| Lee C. Banks | | | | | | Vice Chairman and President and Director | | | | | | 2001 | | | | | | [removed: 59] [added: 60] | | |

| Jennifer A. Parmentier | | | | | | Chief [removed: Operating] [added: Executive] Officer [added: and Director] | | | | | | 2015 | | | | | | [removed: 55] [added: 56] | | |

| Todd M. Leombruno | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2017 | | | | | | [removed: 52] [added: 53] | | |

| Mark J. Hart | | | | | | Executive Vice President – Human Resources & External Affairs | | | | | | 2016 | | | | | | [removed: 57] [added: 58] | | |

| Rachid Bendali | | | | | | Vice President and President – Engineered Materials Group | | | | | | 2022 | | | | | | [removed: 45] [added: 46] | | |

| William R. "Skip" Bowman | | | | | | Vice President and President [removed: - Instrumentation] [added: – Fluid Connectors] Group | | | | | | 2016 | | | | | | [removed: 64] [added: 65] | | |

| Berend Bracht | | | | | | Vice President and President – Motion Systems Group | | | | | | 2021 | | | | | | [removed: 56] [added: 57] | | |

| Mark T. Czaja | | | | | | Vice President [removed: -] [added: –] Chief Technology and Innovation Officer | | | | | | 2021 | | | | | | [removed: 60] [added: 61] | | |

| Angela R. Ives | | | | | | Vice President and Controller | | | | | | 2021 | | | | | | [removed: 49] [added: 50] | | |

| Thomas C. Gentile | | | | | | Vice President – Global Supply Chain | | | | | | 2017 | | | | | | [removed: 50] [added: 51] | | |

| Joseph R. Leonti | | | | | | Vice President, General Counsel and Secretary | | | | | | 2014 | | | | | | [removed: 50] [added: 51] | | |

| Robert W. Malone | | | | | | Vice President and President – Filtration Group | | | | | | 2014 | | | | | | [removed: 58] [added: 59] | | |

| Dinu J. Parel | | | | | | Vice President [removed: and] [added: –] Chief Digital and Information Officer | | | | | | 2018 | | | | | | [removed: 41] [added: 42] | | |

[removed: | Andrew D. Ross | | | | | |] [added: He was previously] Vice President and President [removed: –] [added: -] Fluid Connectors Group [removed: | | | | | | 2012 | | | | | | 55 | | |][added: since September 2015.]

| Roger S. Sherrard | | | | | | Vice President and President – Aerospace Group | | | | | | 2003 | | | | | | [removed: 56] [added: 57] | | |

[removed: Williams,] Banks, Bowman, Gentile, Hart, Leonti, Malone, [removed: Ross] and Sherrard have served in the executive capacities indicated above during each of the past five years.

Mr. Williams has been a Director since January [removed: 2015; Chief Executive Officer since February 2015;] [added: 2015] and [added: has been Executive] Chairman of the Board since January [removed: 2016.][added: 1, 2023.]

He is also a Director of The Goodyear Tire & Rubber [added: Company and The Sherwin-Williams] Company.

Ms. Parmentier has been Chief [removed: Operating] [added: Executive] Officer since [removed: August 2021.][added: January 1, 2023.]

He was Vice President and Controller [removed: -] [added: –] Engineered Materials Group from January 2015 to June 2017; and Director of Investor Relations from June 2012 to December 2014.

He joined the Company as part of the LORD [added: Corporation ("Lord")] acquisition in October 2019, when he was named General Manager of the Noise, Vibration and Harshness Division.

Lord [removed: is] [added: was] a diversified technology and manufacturing company developing highly reliable adhesives and coatings as well as vibration and motion control technologies.

Mr. Bowman has been Vice President and President - [removed: Instrumentation] [added: Fluid Connectors] Group since [removed: September 2016.][added: January 2023.]

Mr. Parel has been Vice President [removed: and] [added: –] Chief Digital and Information Officer since October 2020.

Our corporate headquarters is located in Cleveland, Ohio, and, at June 30, [removed: 2022,] [added: 2023,] the Company maintained approximately [removed: 305] [added: 335] manufacturing plants.

The facilities are situated in [removed: 37] [added: 39] states within the United States and in [removed: 44] [added: 43] other countries.

We own the majority of our manufacturing plants, and our leased properties [removed: primarily] consist of [added: manufacturing plants,] sales and administrative offices and distribution centers.

| | | | | | | | | | | | | | | | | | | | | |

| Andrew D. Ross | | | | | | Chief Operating Officer | | | | | | 2012 | | | | | | 56 | | |

| | | | | | | | | | | | | | | | | | | | | |

She was previously Chief Operating Officer since August 2021.

He was previously Chief Executive Officer from February 2015 to January 1, 2023; and Chairman of the Board since January 2016.

Mr. Ross has been Chief Operating Officer since January 1, 2023.

He was previously Vice President and President - Instrumentation Group from September 2016 to December 2022.

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

Mr. Ross has been Vice President and President - Fluid Connectors Group since September 2015.

As of July 31, [removed: 2022,] [added: 2023,] the number of shareholders of record of the Company was [removed: 3,236.][added: 3,114.]

| April 1, 2023 through April 30, 2023 | | | | | | 47,200 | | | | | | $ | 322.04 | | | | | 47,200 | | | | | | 7,853,350 | | |

| May 1, 2023 through May 31, 2023 | | | | | | 53,900 | | | | | | $ | 328.15 | | | | | 53,900 | | | | | | 7,799,450 | | |

| June 1, 2023 through June 30, 2023 | | | | | | 47,887 | | | | | | $ | 357.28 | | | | | 47,887 | | | | | | 7,751,563 | | |

| Total | | | | | | 148,987 | | | | | | | | | | | | 148,987 | | | | | | | | |

| 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 | | | | | | | | |

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i5f4b60a451e747b29288a4f96564d2f9_76)] [added: No.](#ic2a0190feff2425c90e18637fa08f250_73)] 34) | | | | | | [removed: [34](#i5f4b60a451e747b29288a4f96564d2f9_76)] [added: [37](#ic2a0190feff2425c90e18637fa08f250_73)] | | |

| | | | [Consolidated Statement of [removed: Income](#i5f4b60a451e747b29288a4f96564d2f9_79)] [added: Income](#ic2a0190feff2425c90e18637fa08f250_76)] | | | [removed: [36](#i5f4b60a451e747b29288a4f96564d2f9_79)] [added: [40](#ic2a0190feff2425c90e18637fa08f250_76)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#i5f4b60a451e747b29288a4f96564d2f9_82)] [added: Income](#ic2a0190feff2425c90e18637fa08f250_79)] | | | [removed: [37](#i5f4b60a451e747b29288a4f96564d2f9_82)] [added: [41](#ic2a0190feff2425c90e18637fa08f250_79)] | | |

| | | | [Consolidated Balance [removed: Sheet](#i5f4b60a451e747b29288a4f96564d2f9_88)] [added: Sheet](#ic2a0190feff2425c90e18637fa08f250_82)] | | | [removed: [38](#i5f4b60a451e747b29288a4f96564d2f9_88)] [added: [42](#ic2a0190feff2425c90e18637fa08f250_82)] | | |

| | | | [Consolidated Statement of Cash [removed: Flows](#i5f4b60a451e747b29288a4f96564d2f9_91)] [added: Flows](#ic2a0190feff2425c90e18637fa08f250_85)] | | | [removed: [39](#i5f4b60a451e747b29288a4f96564d2f9_91)] [added: [43](#ic2a0190feff2425c90e18637fa08f250_85)] | | |

| | | | [Consolidated Statement of [removed: Equity](#i5f4b60a451e747b29288a4f96564d2f9_94)] [added: Equity](#ic2a0190feff2425c90e18637fa08f250_88)] | | | [removed: [40](#i5f4b60a451e747b29288a4f96564d2f9_94)] [added: [44](#ic2a0190feff2425c90e18637fa08f250_88)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i5f4b60a451e747b29288a4f96564d2f9_97)] [added: Statements](#ic2a0190feff2425c90e18637fa08f250_91)] | | | [removed: [41](#i5f4b60a451e747b29288a4f96564d2f9_97)] [added: [45](#ic2a0190feff2425c90e18637fa08f250_91)] | | |

To the [added: shareholders and the] Board of Directors [removed: and Shareholders] of Parker-Hannifin Corporation

We have audited the accompanying consolidated balance sheets of Parker-Hannifin [added: Corporation] and subsidiaries (the "Company") as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, [removed: equity and] cash flows, [added: and equity,] for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (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: Controls] [added: Control] Over Financial Reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a [added: whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.]

The Company is a highly diversified [removed: business] [added: manufacturer] with revenue derived from the sales of products in a variety of industrial and aerospace markets.

The Company’s business activities are carried out by numerous individual business units, which offer unique technology and product platforms in [removed: a large number of geographic areas.][added: over forty countries globally to more than 500,000 customers.]

We identified revenue [added: recorded] as a [added: result of product shipments as a] critical audit matter due to the [removed: geographical] [added: geographic] dispersion of the Company’s operations and business units generating revenue.

High levels of auditor judgment were necessary to determine the nature, timing, and extent of audit procedures performed to audit [removed: revenue.][added: revenue recorded as a result of product shipments.]

Our audit procedures related to the Company’s revenue transactions [added: generated from product shipments] included the following, among others:

- We tested the completeness of revenue for revenue populations subject to detail testing, by making selections from a reciprocal population [removed: (e.g.] [added: such as a] sales order [removed: listing)] [added: listing] and determined whether the [added: product included in the] sales order was appropriately recorded as a sale in the general ledger.

- We performed substantive analytical procedures [added: to extend our testing from an interim date to the end of the fiscal year] for revenue transactions not subject to detail transaction testing.

We developed independent expectations of revenue based on data derived from [removed: published industry indices, market and customer trends, and] the results of our detail revenue testing and compared these expectations to the revenue recorded by management.

| (Dollars in thousands, except per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022*] | | | | | | [removed: 2020] [added: 2021*] | | |

| Net Sales | | | | | | $ | [removed: 15,861,608] [added: 19,065,194] | | | | | $ | [removed: 14,347,640] [added: 15,861,608] | | | | | $ | [removed: 13,695,520] [added: 14,347,640] | |

| Interest expense | | | | | | [removed: 255,252] [added: 573,894] | | | | | | [removed: 250,036] [added: 255,252] | | | | | | [removed: 308,161] [added: 250,036] | | |

| Gain on disposal of assets | | | | | | [removed: (7,121)] [added: (362,526)] | | | | | | [removed: (109,332)] [added: (7,121)] | | | | | | [removed: (1,227)] [added: (109,332)] | | |

| Income before income taxes | | | | | | [removed: 1,614,226] [added: 2,679,664] | | | | | | [removed: 2,246,957] [added: 1,614,226] | | | | | | [removed: 1,506,854] [added: 2,246,957] | | |

| Income taxes | | | | | | [removed: 298,040] [added: 596,128] | | | | | | [removed: 500,096] [added: 298,040] | | | | | | [removed: 304,522] [added: 500,096] | | |

| Net Income | | | | | | [removed: 1,316,186] [added: 2,083,536] | | | | | | [removed: 1,746,861] [added: 1,316,186] | | | | | | [removed: 1,202,332] [added: 1,746,861] | | |

| Less: Noncontrolling interest in subsidiaries' earnings | | | | | | [removed: 581] [added: 600] | | | | | | [removed: 761] [added: 581] | | | | | | [removed: 362] [added: 761] | | |

| Net Income Attributable to Common Shareholders | | | | | | $ | [removed: 1,315,605] [added: 2,082,936] | | | | | $ | [removed: 1,746,100] [added: 1,315,605] | | | | | $ | [removed: 1,201,970] [added: 1,746,100] | |

| Basic earnings per share | | | | | | $ | [removed: 10.24] [added: 16.23] | | | | | $ | [removed: 13.54] [added: 10.24] | | | | | $ | [removed: 9.36] [added: 13.54] | |

| Diluted earnings per share | | | | | | $ | [removed: 10.09] [added: 16.04] | | | | | $ | [removed: 13.35] [added: 10.09] | | | | | $ | [removed: 9.26] [added: 13.35] | |

| (Dollars in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net Income | | | | | | $ | [removed: 1,316,186] [added: 2,083,536] | | | | | $ | [removed: 1,746,861] [added: 1,316,186] | | | | | $ | [removed: 1,202,332] [added: 1,746,861] | |

| Less: Noncontrolling interests in subsidiaries' earnings | | | | | | [removed: 581] [added: 600] | | | | | | [removed: 761] [added: 581] | | | | | | [removed: 362] [added: 761] | | |

| Net income attributable to common shareholders | | | | | | [removed: 1,315,605] [added: 2,082,936] | | | | | | [removed: 1,746,100] [added: 1,315,605] | | | | | | [removed: 1,201,970] [added: 1,746,100] | | |

| Foreign currency translation adjustment and other (net of tax of [removed: $(3,236), $(3,664)] [added: $(38,322), $(3,236)] and [removed: $4,820] [added: $(3,664)] in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020)] [added: 2021, respectively)] | | | | | | [removed: (284,732)] [added: 186,721] | | | | | | [removed: 328,792] [added: (284,732)] | | | | | | [removed: (182,957)] [added: 328,792] | | |

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Meggitt plc ("Meggitt"), which was acquired on September 12, 2022, and whose financial statements constitute approximately 36% of total assets and 11% of net sales of the consolidated financial statement amounts as of and for the year ended June 30, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Meggitt.

Critical Audit Matters

Acquisition — Meggitt — Valuation of intangible assets — Refer to Note 3 to the financial statements

The Company completed the acquisition of Meggitt for $7.2 billion on September 12, 2022.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their estimated fair value and recorded $5.7 billion of intangible assets composed of customer-related intangible assets, technology, and trade names.

Management estimated the fair value of these intangible assets utilizing an income approach.

The fair value determination of the customer-related intangible assets, technology, and trade names required management to make several significant assumptions related to the forecasts of revenue growth rates, and earnings before interest, taxes, depreciation, and amortization ("EBITDA") margins as well as the selection of royalty and discount rates.

We identified the valuation of Meggitt acquisition customer-related intangible assets, technology, and trade names as a critical audit matter because of the significant assumptions management makes to estimate the fair value of these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the forecasts of revenue growth rates and EBITDA margins, the selection of valuation methodologies utilized, and the selection of royalty rates and discount rates for the intangible assets included the following, among others:

- We evaluated the design and operating effectiveness of controls over the valuation of the intangible assets acquired, including management’s controls over the forecasts of revenue growth rates and EBITDA margins and selection of the royalty and discount rates.

- We assessed the reasonableness of management’s forecasts of revenue growth rates and EBITDA margins by comparing the projections to historical results, actual results to date and external market sources, and evaluated whether the estimated revenue growth rates were consistent with evidence obtained in other areas of the audit.

- We performed qualitative and quantitative analyses to identify the assumptions that would significantly impact the overall valuation of the intangible assets acquired.

The assumptions identified included (1) revenue growth rates, (2) EBITDA margins, (3) royalty rates and (4) discount rates.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies and (2) the selection of the royalty and discount rates selected by:

- Testing the source information underlying the determination of the royalty and discount rates.

- Comparing the selected royalty and discount rates to market data for comparable rates.

- Testing the mathematical accuracy of the calculations.

- Developing a range of independent estimates and comparing those to the royalty and discount rates selected by management.

- Comparing the valuation methodologies applied to acceptable valuation methodologies for the valuation of intangible assets

August 24, 2023

| Cost of sales | | | | | | 12,635,892 | | | | | | 10,550,309 | | | | | | 9,604,522 | | |

| Selling, general and administrative expenses | | | | | | 3,354,103 | | | | | | 2,504,061 | | | | | | 2,383,407 | | |

| Other expense (income), net | | | | | | 184,167 | | | | | | 944,881 | | | | | | (27,950) | | |

| *Years ended June 30, 2022 and 2021 amounts have been reclassified to reflect the income statement reclassification, as described in Note 1 to the Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | |

| (Dollars in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Acquisitions (net of cash acquired of $89,704 in 2023) | | | | | | (7,146,110) | | | | | | — | | | | | | — | | |

| Payments of deal-contingent forward contracts | | | | | | (1,405,418) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Net income | | | | | | | | | | | | | | | | | | 2,082,936 | | | | | | | | | | | | | | | | | | 600 | | | | | | 2,083,536 | | | | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | 250,326 | | | | | | | | | | | | (306) | | | | | | 250,020 | | | | | |

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

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.

August 24, 2022

| Cost of sales | | | | | | 11,387,267 | | | | | | 10,449,680 | | | | | | 10,292,291 | | |

| Selling, general and administrative expenses | | | | | | 1,627,116 | | | | | | 1,527,302 | | | | | | 1,656,553 | | |

| Other expense (income), net | | | | | | 984,868 | | | | | | (17,003) | | | | | | (67,112) | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Acquisitions (net of cash acquired of $82,192 in 2020) | | | | | | — | | | | | | — | | | | | | (5,076,064) | | |

| Acquisition of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (1,200) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance June 30, 2019 | | | | | | $ | 90,523 | | | | | $ | 462,086 | | | | | $ | 12,895,150 | | | | | | | | $ | (2,059,048) | | | | | $ | (5,309,130) | | | | | $ | 6,183 | | | | | $ | 6,085,764 | | | | |

| Net income | | | | | | | | | | | | | | | | | | 1,201,970 | | | | | | | | | | | | | | | | | | | | | 362 | | | | | | 1,202,332 | | | | | |

| Other comprehensive (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | (499,827) | | | | | | | | | | | | (676) | | | | | | (500,503) | | | | | |

| Dividends paid ($3.52 per share) | | | | | | | | | | | | | | | | | | (453,213) | | | | | | | | | | | | | | | | | | | | | (625) | | | | | | (453,838) | | | | | |

| Acquisition activity | | | | | | | | | | | | 764 | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,302 | | | | | | 10,066 | | | | | |

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.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 as if the acquirer had originated the contracts.

The Company elected to early adopt this standard in the second quarter of fiscal 2022.

The impact of the new standard on our consolidated financial statements and related disclosures will depend on the magnitude of future acquisitions.

Aerospace Systems Segment products also perform a vital role in naval vessels and land-based weapon systems.

| Flight Control Actuation | | | | | | $ | 761,215 | | | | | $ | 698,877 | |

| Fuel and Inerting | | | | | | 535,292 | | | | | | 509,687 | | |

| Hydraulics | | | | | | 306,279 | | | | | | 308,835 | | |

| Engines | | | | | | 591,513 | | | | | | 575,804 | | |

| Fluid Conveyance | | | | | | 219,543 | | | | | | 196,348 | | |

| Other | | | | | | 105,720 | | | | | | 97,930 | | |

Acquisitions

*Proposed Acquisition*

On August 2, 2021, the Company announced that it reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Meggitt plc ("Meggitt") for 800 pence per share (the "Acquisition"), which is approximately £6,263 million based on issued share capital at July 31, 2022.

We intend to fund the proposed Acquisition with cash resources, borrowings under debt facilities and net proceeds of debt securities.

Refer to Note 10 for further discussion.

The proposed Acquisition received the European Commission's clearance on April 11, 2022, conditional on full compliance with commitments offered by the Company, including a commitment to divest its aircraft wheel and brake business within the Aerospace Systems Segment.

The proposed Acquisition remains subject to customary closing conditions, including regulatory clearance.

On May 23, 2022, the Company signed an agreement to divest its aircraft wheel and brake business, within the Aerospace Systems Segment.

Closing of this divestiture is subject to customary closing conditions, including regulatory clearance.

During 2022 we deposited funds, comprised of cash on hand and net proceeds from the issuance of commercial paper and the Senior Notes, into an escrow account.

The escrow account is restricted to payments for the proposed Acquisition.

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: 2022.][added: 2023.]

Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of June 30, [removed: 2022,] [added: 2023,] the Company’s disclosure controls and procedures were effective.

[removed: There were] [added: Other than with respect to the Acquisition, there have been] no changes in the Company’s internal [removed: controls] [added: control] over financial reporting during the quarter ended June 30, [removed: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, [removed: its] [added: our] internal [removed: controls] [added: control] over financial reporting.

We assessed the effectiveness of our internal control over financial reporting as of June 30, [removed: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] which is included in Part II, Item 8 of this Annual Report on Form 10-K.

The Company acquired Meggitt on September 12, 2022.

As a result of the Acquisition, management is in the process of integrating, evaluating and, where necessary, implementing changes in controls and procedures.

We have excluded Meggitt from our evaluation of internal control over financial reporting as of June 30, 2023 because it was acquired in a business combination during the year.

Total assets and total revenue that were excluded from management's assessment represented approximately 36% and 11%, respectively, of consolidated total assets and net sales, as of and for the year ended June 30, 2023.

ITEM 9B. Other Information. None of the Company's directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2023.

In response to the COVID-19 pandemic, some of our team members have been working remotely at times.

We are continually monitoring and assessing the changing business environment resulting from COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.

Management has taken measures to ensure that our disclosure controls and procedures and internal controls over financial reporting remained effective and were not materially affected during this period.

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 [removed: 2022] [added: 2023] Annual Meeting of Shareholders, to be held October [removed: 26, 2022] [added: 25, 2023] (the [removed: "2022] [added: "2023] Proxy Statement"), and is incorporated herein by reference.

The information set forth under the caption "Delinquent Section 16(a) Reports" in the [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information set forth under the captions "Board Committees; Committee Charters - Audit Committee" and "Board and Committee Structure - Board Committees; Committee Charters" in the [removed: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The following table sets forth certain information regarding the Company's equity compensation plans as of June 30, [removed: 2022,] [added: 2023,] unless otherwise indicated.

(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 [removed: 8.4] [added: 6.4] million shares are 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 [removed: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

| Equity compensation plans approved by security holders | | | 4,870,389(1) | | | $203.21 | | | 16,364,821(2) | | |

| Total | | | 4,870,389 | | | $203.21 | | | 16,364,821 | | |

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

| Equity compensation plans approved by security holders | | | 5,218,244(1) | | | $175.73 | | | 18,376,570(2) | | |

| Total | | | 5,218,244 | | | $175.73 | | | 18,376,570 | | |

| | | | Consolidated Statement of Income | | | [removed: [36](#i5f4b60a451e747b29288a4f96564d2f9_79)] [added: [40](#ic2a0190feff2425c90e18637fa08f250_76)] | | | | | |

| | | | Consolidated Statement of Comprehensive Income | | | [removed: [37](#i5f4b60a451e747b29288a4f96564d2f9_82)] [added: [41](#ic2a0190feff2425c90e18637fa08f250_79)] | | | | | |

| | | | Consolidated Balance Sheet | | | [removed: [38](#i5f4b60a451e747b29288a4f96564d2f9_88)] [added: [42](#ic2a0190feff2425c90e18637fa08f250_82)] | | | | | |

| | | | Consolidated Statement of Cash Flows | | | [removed: [39](#i5f4b60a451e747b29288a4f96564d2f9_91)] [added: [43](#ic2a0190feff2425c90e18637fa08f250_85)] | | | | | |

| | | | Consolidated Statement of Equity | | | [removed: [40](#i5f4b60a451e747b29288a4f96564d2f9_94)] [added: [44](#ic2a0190feff2425c90e18637fa08f250_88)] | | | | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: [41](#i5f4b60a451e747b29288a4f96564d2f9_97)] [added: [45](#ic2a0190feff2425c90e18637fa08f250_91)] | | | | | |

| | | | II - Valuation and Qualifying Accounts | | | [removed: [77](#i5f4b60a451e747b29288a4f96564d2f9_196)] [added: [83](#ic2a0190feff2425c90e18637fa08f250_193)] | | | | | |

| [removed: (2)(a)] [added: (10)(n)] | | | | | | [removed: [Agreement and Plan of Merger among Parker-Hannifin Corporation, Erie Merger Sub, Inc., LORD] [added: [Parker-Hannifin] Corporation [added: Amended] and [removed: Shareholder Representative Services LLC as the shareholders' representative, dated] [added: Restated 2016 Omnibus Stock Incentive Plan, effective] as of [removed: April 26,] [added: October 23,] 2019, incorporated by reference to Exhibit [removed: 2.1 of] [added: 10.1 to] Registrant's Report on Form 8-K filed with the SEC on [removed: April 29, 2019](http://www.sec.gov/Archives/edgar/data/76334/000095015719000495/ex2-1.htm)] [added: October 28, 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)] (Commission File No. 1-4982). | | |

| [removed: (2)(b)] [added: (2)(a)] | | | | | | [removed: [Share Purchase Agreement, among] [added: [Rule 2.7 Announcement in connection with] Parker-Hannifin [removed: Corporation, EMFCO Holdings Incorporated, the shareholders] [added: Corporation's acquisition] of [removed: the Company, and Fortis Advisors LLC, as the Sellers' representative,] [added: Meggitt plc](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm)[,] dated [removed: as of July 26, 2019,] [added: August 2, 2021,] incorporated by reference to Exhibit 2.1 of 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/d211612dex21.htm)] (Commission [removed: File] [added: file] No. 1-4982). | | |

| [removed: (2)(c)] [added: (10)(q)] | | | | | | [removed: [Rule 2.7 Announcement in connection with Parker-Hannifin Corporation's acquisition] [added: [Form] of [removed: Meggitt plc., dated August 2, 2021,] [added: 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers,] incorporated by reference to Exhibit [removed: 2.1 of Registrant's] [added: 10.2 to Registrant’s] Report on Form 8-K filed with the SEC on August [removed: 3, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm)] [added: 17, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm)] (Commission [removed: file] [added: File] No. 1-4982). | | |

| (3)(b) | | | | | | [removed: [Regulations, Amended] [added: [Amended] and Restated [added: Regulations, dated] as of April [removed: 22, 2021,] [added: 27, 2023,] incorporated by reference to Exhibit 3(a) to [removed: Registrant’s] [added: the Registrant's] Report on Form 10-Q for the quarterly period ended March 31, [removed: 2021](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcregsamendedandrestated0.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/76334/000007633423000028/ph3312023ex3a.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)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm) [incorporated] [added: 29, incorporated] by reference to Exhibit 10(c) 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/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)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm) [incorporated] [added: 29, incorporated] by reference to Exhibit 10(d) 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/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)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm) [incorporated] [added: Plan, incorporated] by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm) (Commission File No. 1-4982). | | |

| (10)(f) | | | | | | [Description of the Parker-Hannifin Corporation Officer Life Insurance [removed: Pla](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)[n](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)[,] [added: Plan,] incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 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 Program effective July 1, [removed: 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] [added: 2014, incorporated] by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 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,] effective January 22, 2015, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2015](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,] incorporated by reference to Exhibit 10(j) 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/ph6302016ex10j.htm) (Commission File No. 1-4982). | | |

| (10)(j) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive [removed: Plan,](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10b.htm) [incorporated] [added: Plan, incorporated] by reference to Exhibit 10(b) 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/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)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm) [incorporated] [added: Plan, incorporated] by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the Commission on September 24, 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 [removed: Plan,](http://www.sec.gov/Archives/edgar/data/76334/000119312516719682/d233270ddef14a.htm) [incorporated] [added: Plan, incorporated] by reference to Annex B to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 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 [removed: Plan,](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm) [](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)[effective] [added: Plan, effective] April 1, [removed: 2017](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm) [incorporated] [added: 2017, incorporated] by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2017](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm) (Commission File No. 1-4982). | | |

| [removed: (10)(n)] [added: (10)(r)] | | | | | | [removed: [Parker-Hannifin] [added: [2011 Parker-Hannifin] Corporation [removed: Amended and Restated 2016 Omnibus] Stock [removed: Incentive Plan, effective as of October 23, 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)[,](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm) [incorporated] [added: Appreciation Rights Terms and Conditions for executive officers, incorporated] by reference to Exhibit 10.1 to [removed: Registrant's] [added: Registrant’s] Report on Form 8-K filed with the SEC on [removed: October 28, 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)] [added: August 17, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.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)[,](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm) [incorporated] [added: Plan, incorporated] by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the Commission on September 28, 2015](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm) (Commission File No. 1-4982). | | |

| [removed: (10)(q)] [added: (10)(zz)] | | | | | | [removed: [Form of 2011] [added: [Term Loan Agreement, dated August 27, 2021, by and among] Parker-Hannifin [removed: Corporation Stock Appreciation Rights Award Agreement for executive officers,](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm) [incorporated] [added: Corporation, Key Bank National Association, as administrative agent, and the lenders party thereto, incorporated] by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: Registrant’s] [added: Registrants] Report on Form 8-K filed with the SEC on August [removed: 17, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm)] [added: 27, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521259374/d203465dex101.htm)] (Commission File No. 1-4982). | | |

| [removed: (10)(r)] [added: (10)(bbb)] | | | | | | [removed: [2011] [added: [Amendment Three to the] Parker-Hannifin Corporation [removed: Stock Appreciation Rights Terms] [added: Amended] and [removed: Conditions for executive officers,](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm) [incorporated] [added: Restated Executive Deferral Plan, effective August 1, 2022, incorporated] by reference to Exhibit [removed: 10.1] [added: 10(b)] to Registrant’s Report on Form [removed: 8-K filed with] [added: 10-Q for] the [removed: SEC on August 17, 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm)] [added: quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10bph9302022.htm)] (Commission File No. 1-4982). | | |

| (21) | | | | | | [List of Subsidiaries of [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex2110-k.htm)*] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex2110-k.htm)*] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex2310-k.htm)*] [added: Firm.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex2310-k.htm)*] | | |

| (24) | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex2410-k.htm)*] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex2410-k.htm)*] | | |

| (31)(a) | | | | | | [Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex31a10-k.htm)*] [added: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex31a10-k.htm)*] | | |

| (31)(b) | | | | | | [Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex31b10-k.htm)*] [added: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex31b10-k.htm)*] | | |

| (32) | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633422000034/ph6302022ex3210-k.htm)*] [added: 2002.](https://www.sec.gov/Archives/edgar/data/76334/000007633423000042/ph6302023ex3210-k.htm)*] | | |

Attached as Exhibit 101 to this Annual Report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Statement of Income for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statement of Comprehensive Income for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (iii) Consolidated Balance Sheet at June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statement of Cash Flows for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (v) Consolidated Statement of Equity for the years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] and (vi) Notes to Consolidated Financial Statements.

WILLIAMS, [added: Executive] Chairman of the Board of [removed: Directors and Principal Executive Officer; ANGELA R.][added: Directors, JENNIFER A.]

HARTY, Director; [removed: WILLIAM F.][added: KEVIN A.]

Date: August 24, [removed: 2022][added: 2023]

FOR THE YEARS ENDED JUNE 30, [removed: 2020, 2021 AND] [added: 2021,] 2022 [added: AND 2023]

| (10)(aaa) | | | | | | [Amendment One to the Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive Retirement Program, effective August 1, 2022, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10aph9302022.htm) (Commission File No. 1-4982). | | |

| (10)(ccc) | | | | | | [Amendment One to the Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan, effective August 1, 2022, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10cph9302022.htm) (Commission File No. 1-4982). | | |

| (10)(ddd) | | | | | | [Amendment One to the Amended and Restated Deferred Compensation Plan for Directors of Parker-Hannifin Corporation, effective August 1, 2022, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10dph9302022.htm) (Commission File No. 1-4982). | | |

| (10)(eee) | | | | | | [Parker-Hannifin Corporation Annual Cash Incentive Plan, effective July 1, 2022, incorporated by reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10eph9302022.htm) (Commission File No. 1-4982). | | |

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| (10)(fff) | | | | | | [Parker-Hannifin Corporation Deferred Compensation Plan, effective January 1, 2023, incorporated by reference to Exhibit 10(f) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10fph9302022.htm) (Commission File No. 1-4982). | | |

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| (10)(ggg) | | | | | | [Parker-Hannifin Corporation Deferred Compensation Plan Adoption Agreement, effective January 1, 2023, incorporated by reference to Exhibit 10(g) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10gph9302022.htm) (Commission File No. 1-4982). | | |

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| (10)(hhh) | | | | | | [Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the Performance bonus Plan, as Amended and Restated, effective as of January 25, 2023, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 2023](https://www.sec.gov/Archives/edgar/data/76334/000007633423000028/ph3312023ex10a.htm) (Commission File No. 1-4982). | | |

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| (10)(iii) | | | | | | [Parker-Hannifin Corporation Deferred Compensation Plan Adoption Agreement, effective January 1, 2023, incorporated by reference to Exhibit 10(g) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633422000049/a10gph9302022.htm) (Commission File No. 1-4982). | | |

| (10)(jjj) | | | | | | [Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the Performance bonus Plan, as Amended and Restated, effective as of January 25, 2023, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 2023](https://www.sec.gov/Archives/edgar/data/76334/000007633423000028/ph3312023ex10a.htm) (Commission File No. 1-4982). | | |

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August 24, 2023

PARMENTIER, Director and Principal Executive Officer, ANGELA R.

| Year ended June 30, 2023 | | | | | | $ | 9,942 | | | | | $ | 7,379 | | | | | $ | 15,129 | | | | | $ | 32,450 | |

| Year ended June 30, 2023 | | | | | | $ | 901,875 | | | | | $ | 163,178 | | | | | $ | 13,301 | | | | | $ | 1,078,354 | |

[Table of](#i5f4b60a451e747b29288a4f96564d2f9_7) [Contents](#i5f4b60a451e747b29288a4f96564d2f9_7)

| (10)(zz) | | | | | | [Cooperation Agreement, by and between Parker-Hannifin Corporation and Meggitt plc, dated August 2, 2021, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed with the SEC on August 3, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex101.htm) (Commission File No. 1-4982). | | |

| (10)(aaa) | | | | | | [Bridge Credit Agreement, by and between Parker-Hannifin Corporation, Citibank, N.A., as administrative agent, and certain financial institution parties thereto, dated August 2, 2021, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC on August 3, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex102.htm) (Commission File No. 1-4982). | | |

| (10)(bbb) | | | | | | [Term Loan Agreement, dated August 27, 2021, by and among Parker-Hannifin Corporation, Key Bank National Association, as administrative agent, and the lenders party thereto, incorporated by reference to Exhibit 10.1 to Registrants Report on Form 8-K filed with the SEC on August 27, 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521259374/d203465dex101.htm) (Commission File No. 1-4982). | | |

August 24, 2022

LACEY, Director; KEVIN A.

| Year ended June 30, 2020 | | | | | | $ | 8,874 | | | | | $ | 4,860 | | | | | $ | (2,090) | | | | | $ | 11,644 | |

| Year ended June 30, 2020 | | | | | | $ | 797,692 | | | | | $ | (42,217) | | | | | $ | 15,955 | | | | | $ | 771,430 | |