Parker-Hannifin (PH) 10-K risk factor changes: FY2024 vs FY2023

[removed: Additional risks not currently known] [added: *known] to the Company or that the Company currently believes are immaterial also may impair the Company’s business, financial condition, results of operations and cash flows.*

Our net sales [removed: derived from customers] [added: attributable to selling locations] outside [added: of] the United States were approximately [removed: 37] [added: 36] percent in [removed: 2023, 39] [added: 2024, 37] percent in [removed: 2022] [added: 2023] and [removed: 40] [added: 39] percent in [removed: 2021.][added: 2022.]

In addition, many of our [added: customers,] manufacturing operations and suppliers are located outside the United States.

Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could continue to pose a risk to our information technology [removed: systems] [added: systems,] and a disruption to or breach in the security of such systems, if material, could have adverse effects on our result of operations and financial condition.

We rely extensively on information technology systems to manage and operate our business, some of which are managed [added: or accessible] by third parties.

Additionally, certain of our employees [removed: work] [added: working] remotely at [removed: times, which] [added: times and the increased adoption of generative artificial intelligence] may increase our vulnerability to cyber and [removed: other information technology] [added: data protection] risks.

In addition to existing risks, any adoption or deployment of [added: or exposure to] new technologies via acquisitions or internal initiatives [added: or changes to our information technology systems as a result of divestitures] may increase our exposure to risks, breaches, or failures, which could materially adversely affect our results of operations or financial condition.

As a result, we may not be able to increase our prices [removed: commensurately with our increased costs.]

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

Natural disasters, pandemics, [removed: 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.

The [removed: impact] [added: impacts] of [added: these] unexpected events [removed: such as the COVID-19 pandemic] are difficult to [removed: predict,] [added: predict] but could have a material adverse effect on our business, results of operations or financial condition.

We are subject to risks relating to acquisitions and joint ventures, and risks relating to the integration of acquired [removed: companies, including risks related to the integration of Meggitt plc ("Meggitt").][added: companies.]

In addition, we may not be able to integrate successfully any businesses that we purchase into our existing [removed: business] [added: business,] and it is possible that any acquired businesses or joint ventures may not be profitable.

Additional risks not currently*

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

- government embargoes, sanctions or trade restrictions, including possible further restrictions on trade and/or obstacles to conducting business in China;

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

In addition, there continues to be uncertainty about the future relationship between the U.S. and China, including with respect to trade policies, treaties, government regulations and tariffs.

Any increased trade barriers or restrictions on global trade, including trade with China, could adversely impact our business, results of operations or financial condition.

There can be no guarantee that the actions and controls we have implemented and are implementing, or which we cause or have caused third-parties with access to our systems to implement, will be sufficient to protect and mitigate risks associated with our information technology systems.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

commensurately with our increased costs.

Our operations are subject to natural and man-made unexpected events that may increase our costs, interrupt production or our supply chain or otherwise adversely affect our business, results of operations or financial condition.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

In addition, we may be unable to obtain necessary regulatory approvals or support for otherwise suitable business targets or joint venture opportunities, and we may be unable to obtain such regulatory approvals or support on the timeline or terms that we anticipate, if at all.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

- government embargoes, sanctions or trade restrictions;

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

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

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 experienced less demand for our products.

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

For example, we have devoted significant management attention and resources to integrating the business and operations of Meggitt.

Often but not always, these statements may be identified from the use of forward-looking terminology such as [removed: “anticipates,” “believes,” “may,” “should,” “could,” “potential,” “continues,” “plans,” “forecasts,” “estimates,” “projects,” “predicts,” “would,” “intends,” “expects,” “targets,” “is likely,” “will,”] [added: "anticipates," "believes," "may," "should," "could," "expects," "targets," "is likely," "will,"] or the negative of these terms and similar expressions, and [added: may also] include [removed: all] statements regarding future performance, [added: orders,] earnings projections, events or developments.

[removed: The Company] [added: Parker] cautions readers not to place undue reliance on these statements.

[removed: Additionally, the actual impact of] [added: -] changes in [added: the] tax laws in the United States and foreign jurisdictions and [removed: any] judicial or regulatory [removed: interpretation thereof on future performance] [added: interpretations thereof;] and [removed: earnings projections may impact the Company’s tax calculations.]

Among other factors [removed: which] [added: that] may affect future performance are:

- changes in business relationships with and [removed: purchases] [added: orders] by or from major customers, suppliers or distributors, including delays or cancellations in shipments;

- disputes regarding contract [removed: terms or significant changes in financial condition,] [added: terms,] changes in contract [removed: cost] [added: costs] and revenue estimates for new development [removed: programs and changes in product mix;][added: programs;]

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

- [removed: the] ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures;

- the determination [added: and ability] to [added: successfully] undertake business realignment activities and the expected [removed: costs thereof and, if undertaken, the ability to complete such activities and realize the anticipated] [added: costs, including] cost [removed: savings from such activities;][added: savings, thereof;]

- ability to implement successfully [removed: capital allocation] [added: business and operating] initiatives, including [added: the] timing, price and execution of share [removed: repurchases;][added: repurchases and other capital initiatives;]

- availability, [removed: limitations or] cost increases of [added: or other limitations on our access to] raw materials, component products and/or commodities [removed: that] [added: if associated costs] cannot be recovered in product pricing;

- [removed: global economic factors, including] manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and [removed: general] economic conditions such as inflation, deflation, interest [removed: rates, credit availability] [added: rates] and [removed: changes in consumer habits] [added: credit availability; inability to obtain, or meet conditions imposed for, required governmental] and [removed: preferences;][added: regulatory approvals;]

- [removed: global competitive] [added: effects on] market conditions, including [removed: U.S. trade policies and resulting effects on] sales and [removed: pricing;][added: pricing, resulting from global reactions to U.S. trade policies;]

The Company makes these statements as of the date of the filing of [removed: its] [added: this] Annual Report on Form 10-K for the year ended June 30, [removed: 2023,] [added: 2024] and undertakes no obligation to update them unless otherwise required by law.

The Company intends to focus primarily on business opportunities in the areas of [removed: energy, water, food, environment,] [added: aerospace &] defense, [removed: life sciences, infrastructure] [added: in-plant & industrial equipment, transportation, off-highway, energy,] and [removed: transportation.][added: HVAC and refrigeration.]

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

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

Over the [removed: long-term,] [added: long term,] the extent to which our business and results of operations will be impacted by economic and political [removed: uncertainty] [added: uncertainty, geopolitical risks and public health crises] depends on future developments that remain uncertain.

We will continue to monitor the [added: global] environment and manage our business with the goal to minimize [removed: the impact] [added: unfavorable impacts] on operations and financial results.

The discussion below compares the operating performance in [removed: 2023, 2022,] [added: 2024] and [removed: 2021.][added: 2023.]

| (dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022*] [added: 2023] | | | | | | [removed: 2021*] | | |

| Net sales | | | | | | $ | [removed: 19,065] [added: 19,930] | | | | | $ | [removed: 15,862] [added: 19,065] | | | | | [removed: $] | [removed: 14,348] | |

| Gross profit margin | | | | | | [removed: 33.7] [added: 35.8] | | % | | | | [removed: 33.5] [added: 33.7] | | % | | | | [removed: 33.1] | | [removed: %] |

| Selling, general and administrative expenses | | | | | | $ | [removed: 3,354] [added: 3,315] | | | | | $ | [removed: 2,504] [added: 3,354] | | | | | [removed: $] | [removed: 2,383] | |

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

| Interest expense | | | | | | $ | [removed: 574] [added: 506] | | | | | $ | [removed: 255] [added: 574] | | | | | [removed: $] | [removed: 250] | |

| Other [removed: expense (income),] [added: (income) expense,] net | | | | | | [removed: 184] [added: (277)] | | | | | | [removed: 945] [added: 184] | | | | | | [removed: (28)] | | |

| Effective tax rate | | | | | | [removed: 22.2] [added: 20.9] | | % | | | | [removed: 18.5] [added: 22.2] | | % | | | | [removed: 22.3] | | [removed: %] |

| Net income attributable to common shareholders | | | | | | $ | [removed: 2,083] [added: 2,844] | | | | | $ | [removed: 1,316] [added: 2,083] | | | | | [removed: $] | [removed: 1,746] | |

Net sales in [removed: 2023] [added: 2024] increased from the [removed: 2022] [added: 2023] amount due to higher [removed: volume] [added: sales] in [removed: both] the [removed: Diversified Industrial and] Aerospace Systems [removed: Segments.][added: Segment resulting from strength across commercial and defense markets, partially offset by lower sales in the Diversified Industrial Segment.]

The [removed: Acquisition completed within the last 12 months] [added: acquisition (the "Acquisition") of Meggitt plc ("Meggitt")] increased sales by approximately [removed: $2.1 billion] [added: $501 million] during the current year.

Gross profit margin (calculated as net sales less cost of sales, divided by net sales) increased [removed: slightly] in [removed: 2023] [added: 2024] primarily due to higher margins in both [removed: the Aerospace Systems] [added: segments resulting from price increases, favorable product mix, moderating material] and [removed: Diversified Industrial Segments.][added: freight costs and operational efficiencies.]

Cost of sales also included business realignment and acquisition integration charges of [removed: $29] [added: $34] million in [removed: 2023] [added: 2024] compared to [removed: $5] [added: $29] million in [removed: 2022.][added: 2023.]

[removed: Cost of sales] [added: SG&A] also included business realignment and acquisition integration charges of [removed: $5] [added: $55] million [removed: in 2022 compared to $27] [added: and $94] million in [removed: 2021.][added: 2024 and 2023, respectively.]

Other [removed: expense (income),] [added: (income) expense,] net included the following:

| Foreign currency transaction [removed: loss] (gain) [added: loss] | | | | | | $ | [removed: 46] [added: (38)] | | | | | $ | [removed: (40)] [added: 46] | | | | | [removed: $] | [removed: (11)] | |

| Income related to equity method investments | | | | | | [removed: (124)] [added: (152)] | | | | | | [removed: (76)] [added: (124)] | | | | | | [removed: (41)] | | |

| Non-service components of retirement benefit cost | | | | | | [removed: (67)] [added: (73)] | | | | | | [removed: 4] [added: (67)] | | | | | | [removed: 49] | | |

| Interest income | | | | | | [removed: (46)] [added: (15)] | | | | | | [removed: (10)] [added: (46)] | | | | | | [removed: (7)] | | |

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

It is possible that the future performance may differ materially from expectations, including those based on past performance.

- changes in product mix;

- ability to identify acceptable strategic acquisition targets;

- legal and regulatory developments and other government actions, including related to environmental protection, and associated compliance costs; supply chain and labor disruptions, including as a result of labor shortages;

- threats associated with international conflicts and cybersecurity risks and risks associated with protecting our intellectual property;

- large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

Leveraging a unique combination of interconnected technologies, we design, manufacture, and provide aftermarket support for highly engineered solutions that create value for customers primarily in aerospace and defense, in-plant and industrial equipment, transportation, off-highway, energy, and HVAC and refrigeration markets around the world.

Dollars are presented in millions, except per share amounts or as otherwise noted, and totals may not sum due to rounding.

Discussion of the 2022 financial statements is included in Part II, Item 7 of the Company's 2023 Annual Report on Form 10-K.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| Gain on sale of businesses and assets, net | | | | | | $ | (12) | | | | | $ | (363) | | | | | | | |

The effect of currency exchange rates decreased net sales in 2024 by approximately $10 million, which is attributable to the Diversified Industrial Segment, partially offset by an increase in net sales due to the effect of currency exchange rates in the Aerospace Systems Segment.

The impact of divestiture activity decreased sales by approximately $62 million in 2024.

In addition, cost of sales in 2023 included $110 million of amortization expense related to the step-up in inventory to fair value resulting from the Acquisition.

Selling, general and administrative expenses ("SG&A") decreased in 2024 compared to 2023 primarily due to the absence of acquisition-related transaction costs in 2023 totaling $115 million and benefits from prior-year acquisition integration and business realignment activities.

The decrease was partially offset by an increase in intangible asset amortization and share-based compensation expense, as well as an increase in general and administrative expenses resulting from the Acquisition.

Interest expense in 2024 decreased compared to 2023 primarily due to the repayment of debt.

| | | | | | | $ | (277) | | | | | $ | 184 | | | | | | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

Effective tax rate in 2024 was lower than 2023, due to an overall increase in discrete tax benefits along with a change in U.S. state and local income taxes and non-recurring acquisition expenses.

| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | | | |

| International businesses | | | | | | 5,657 | | | | | | 5,789 | | | | | | | | |

| Diversified Industrial Segment | | | | | | 14,457 | | | | | | 14,706 | | | | | | | | |

| International businesses | | | | | | 1,213 | | | | | | 1,218 | | | | | | | | |

| Diversified Industrial Segment | | | | | | $ | 3,176 | | | | | $ | 3,071 | | | | | | | |

| International businesses | | | | | | 21.4 | | % | | | | 21.0 | | % | | | | | | |

| Diversified Industrial Segment | | | | | | 22.0 | | % | | | | 20.9 | | % | | | | | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| | | | | | | 2024 | | | | | | | | |

| North America businesses – as reported | | | | | | (1.3) | | % | | | | | | |

| Acquisitions | | | | | | 0.9 | | % | | | | | | |

| Divestitures | | | | | | (0.3) | | % | | | | | | |

| Currency | | | | | | 0.3 | | % | | | | | | |

| North America businesses – without acquisitions, divestitures and currency1 | | | | | | (2.2) | | % | | | | | | |

| International businesses – as reported | | | | | | (2.3) | | % | | | | | | |

| Acquisitions | | | | | | 0.7 | | % | | | | | | |

| Currency | | | | | | (1.0) | | % | | | | | | |

| Acquisitions | | | | | | 0.8 | | % | | | | | | |

| Divestitures | | | | | | (0.2) | | % | | | | | | |

Neither the Company nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

It is possible that the future performance and earnings projections of the Company, including its individual segments, may differ materially from past performance or current expectations, depending on economic conditions within its mobile, industrial and aerospace markets, and the Company’s ability to maintain and achieve anticipated benefits associated with announced realignment activities, strategic initiatives to improve operating margins, actions taken to combat the effects of the current economic environment, and growth, innovation and global diversification initiatives.

A change in the economic conditions in individual markets may have a particularly volatile effect on segment performance.

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

- legal and regulatory developments and changes;

- additional liabilities relating to changes in tax rates or exposure to additional income tax liabilities;

- ability to enter into, own, renew, protect and maintain intellectual property and know-how;

- leverage and future debt service obligations;

- potential impairment of goodwill;

- compliance costs associated with environmental laws and regulations;

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

- local and global political and economic conditions, including the Russia-Ukraine war and its residual effects;

- inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals;

- government actions and natural phenomena such as pandemics, floods, earthquakes, hurricanes or other natural phenomena that may be related to climate change;

- increased cyber security threats and sophisticated computer crime; and

- success of business and operating initiatives.

For more than a century, the Company has engineered the success of its customers in a wide range of diversified industrial and aerospace markets.

The continuing residual effects of the Russia-Ukraine war and the COVID-19 pandemic, including the inflationary cost environment as well as disruption within the global supply chain and labor markets, have impacted our business.

As previously announced, on March 14, 2022, we detected that an unauthorized party gained access to our systems.

After securing our network and concluding our investigation, we found that the data exfiltrated during the incident included personal information of our team members.

We have notified individuals whose personal information was involved and offered them credit monitoring services.

We have also provided notification regarding the incident to the appropriate regulatory authorities.

A consolidated class action lawsuit has been filed in the United States District Court for the Northern District of Ohio against the Company over the incident.

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.

Based on our ongoing assessments, the incident has not had a significant financial or operational impact and has not had a material impact on our business, operations or financial results.

| Gain on disposal of assets | | | | | | (363) | | | | | | (7) | | | | | | (109) | | |

| *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. | | | | | | | | | | | | | | | | | | | | |

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.

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

The effect of currency rate changes decreased net sales in 2022 by approximately $255 million, substantially all of which is attributable to the Diversified Industrial International businesses.

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.

Gross profit margin increased in 2022 primarily due to higher margins in both the Aerospace 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 ongoing inflationary environment and disruption within the global supply chain and labor markets.

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.

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.

Further information on the fair value of these contracts is provided in Note [removed: 16] [added: 17] to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

At June 30, [removed: 2023,] [added: 2024,] our debt portfolio included [removed: $875] [added: $490] million of variable rate debt, exclusive of commercial paper borrowings.

A 100 basis point increase in near-term interest rates would increase annual interest expense on variable rate debt, including weighted-average commercial paper borrowings during [removed: 2023,] [added: 2024,] by approximately [removed: $25] [added: $18] million.

We continue to manage the associated foreign currency transaction and translation risk.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

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.

For the fiscal year ended June 30, [removed: 2023][added: 2024]

The aggregate market value of the outstanding common stock held by non-affiliates of the Registrant as of December 31, [removed: 2022: $37,131,474,472.][added: 2023: $58,849,817,164.]

The number of Common Shares outstanding on July 31, [removed: 2023] [added: 2024] was [removed: 128,431,401.][added: 128,595,729.]

Portions of the Definitive Proxy Statement for the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be held on October [removed: 25, 2023,] [added: 23, 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#ic2a0190feff2425c90e18637fa08f250_13)] [added: [Business](#i6dcd8e54a7544ed4827ca47e2ae65d0b_13)] | | | [removed: [2](#ic2a0190feff2425c90e18637fa08f250_13)] [added: [2](#i6dcd8e54a7544ed4827ca47e2ae65d0b_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic2a0190feff2425c90e18637fa08f250_16)] [added: Factors](#i6dcd8e54a7544ed4827ca47e2ae65d0b_16)] | | | [removed: [11](#ic2a0190feff2425c90e18637fa08f250_16)] [added: [8](#i6dcd8e54a7544ed4827ca47e2ae65d0b_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic2a0190feff2425c90e18637fa08f250_19)] [added: Comments](#i6dcd8e54a7544ed4827ca47e2ae65d0b_19)] | | | [removed: [17](#ic2a0190feff2425c90e18637fa08f250_19)] [added: [15](#i6dcd8e54a7544ed4827ca47e2ae65d0b_19)] | | |

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

| Item 2. | | | [removed: [Properties](#ic2a0190feff2425c90e18637fa08f250_25)] [added: [Properties](#i6dcd8e54a7544ed4827ca47e2ae65d0b_25)] | | | [removed: [19](#ic2a0190feff2425c90e18637fa08f250_25)] [added: [17](#i6dcd8e54a7544ed4827ca47e2ae65d0b_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic2a0190feff2425c90e18637fa08f250_28)] [added: Proceedings](#i6dcd8e54a7544ed4827ca47e2ae65d0b_28)] | | | [removed: [20](#ic2a0190feff2425c90e18637fa08f250_28)] [added: [17](#i6dcd8e54a7544ed4827ca47e2ae65d0b_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ic2a0190feff2425c90e18637fa08f250_31)] [added: Disclosures](#i6dcd8e54a7544ed4827ca47e2ae65d0b_31)] | | | [removed: [20](#ic2a0190feff2425c90e18637fa08f250_31)] [added: [17](#i6dcd8e54a7544ed4827ca47e2ae65d0b_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic2a0190feff2425c90e18637fa08f250_37)] [added: Securities](#i6dcd8e54a7544ed4827ca47e2ae65d0b_37)] | | | [removed: [20](#ic2a0190feff2425c90e18637fa08f250_37)] [added: [17](#i6dcd8e54a7544ed4827ca47e2ae65d0b_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ic2a0190feff2425c90e18637fa08f250_40)] [added: [\[Reserved\]](#i6dcd8e54a7544ed4827ca47e2ae65d0b_40)] | | | [removed: [20](#ic2a0190feff2425c90e18637fa08f250_40)] [added: [17](#i6dcd8e54a7544ed4827ca47e2ae65d0b_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic2a0190feff2425c90e18637fa08f250_43)] [added: Operations](#i6dcd8e54a7544ed4827ca47e2ae65d0b_43)] | | | [removed: [21](#ic2a0190feff2425c90e18637fa08f250_43)] [added: [18](#i6dcd8e54a7544ed4827ca47e2ae65d0b_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic2a0190feff2425c90e18637fa08f250_67)] [added: Risk](#i6dcd8e54a7544ed4827ca47e2ae65d0b_73)] | | | [removed: [35](#ic2a0190feff2425c90e18637fa08f250_67)] [added: [30](#i6dcd8e54a7544ed4827ca47e2ae65d0b_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic2a0190feff2425c90e18637fa08f250_70)] [added: Data](#i6dcd8e54a7544ed4827ca47e2ae65d0b_76)] | | | [removed: [36](#ic2a0190feff2425c90e18637fa08f250_70)] [added: [31](#i6dcd8e54a7544ed4827ca47e2ae65d0b_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic2a0190feff2425c90e18637fa08f250_154)] [added: Disclosure](#i6dcd8e54a7544ed4827ca47e2ae65d0b_163)] | | | [removed: [75](#ic2a0190feff2425c90e18637fa08f250_154)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_163)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic2a0190feff2425c90e18637fa08f250_157)] [added: Procedures](#i6dcd8e54a7544ed4827ca47e2ae65d0b_166)] | | | [removed: [75](#ic2a0190feff2425c90e18637fa08f250_157)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_166)] | | |

| Item 9B. | | | [Other [removed: Information](#ic2a0190feff2425c90e18637fa08f250_160)] [added: Information](#i6dcd8e54a7544ed4827ca47e2ae65d0b_169)] | | | [removed: [75](#ic2a0190feff2425c90e18637fa08f250_160)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_169)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic2a0190feff2425c90e18637fa08f250_163)] [added: Inspections](#i6dcd8e54a7544ed4827ca47e2ae65d0b_172)] | | | [removed: [75](#ic2a0190feff2425c90e18637fa08f250_163)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_172)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic2a0190feff2425c90e18637fa08f250_169)] [added: Governance](#i6dcd8e54a7544ed4827ca47e2ae65d0b_178)] | | | [removed: [75](#ic2a0190feff2425c90e18637fa08f250_169)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_178)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ic2a0190feff2425c90e18637fa08f250_172)] [added: Compensation](#i6dcd8e54a7544ed4827ca47e2ae65d0b_181)] | | | [removed: [76](#ic2a0190feff2425c90e18637fa08f250_172)] [added: [69](#i6dcd8e54a7544ed4827ca47e2ae65d0b_181)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic2a0190feff2425c90e18637fa08f250_175)] [added: Matters](#i6dcd8e54a7544ed4827ca47e2ae65d0b_184)] | | | [removed: [76](#ic2a0190feff2425c90e18637fa08f250_175)] [added: [70](#i6dcd8e54a7544ed4827ca47e2ae65d0b_184)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic2a0190feff2425c90e18637fa08f250_178)] [added: Independence](#i6dcd8e54a7544ed4827ca47e2ae65d0b_187)] | | | [removed: [76](#ic2a0190feff2425c90e18637fa08f250_178)] [added: [70](#i6dcd8e54a7544ed4827ca47e2ae65d0b_187)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ic2a0190feff2425c90e18637fa08f250_181)] [added: Services](#i6dcd8e54a7544ed4827ca47e2ae65d0b_190)] | | | [removed: [76](#ic2a0190feff2425c90e18637fa08f250_181)] [added: [70](#i6dcd8e54a7544ed4827ca47e2ae65d0b_190)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic2a0190feff2425c90e18637fa08f250_187)] [added: Schedules](#i6dcd8e54a7544ed4827ca47e2ae65d0b_196)] | | | [removed: [77](#ic2a0190feff2425c90e18637fa08f250_187)] [added: [71](#i6dcd8e54a7544ed4827ca47e2ae65d0b_196)] | | |

Fiscal Year Ended June 30, [removed: 2023][added: 2024]

[removed: Our] [added: Shareholders may request copies of these corporate governance documents, free of charge, by writing to our] principal executive offices [removed: are] located at [added: Parker-Hannifin Corporation,] 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, [removed: telephone] [added: Attention: Secretary, or by calling] (216) 896-3000.

Our investor relations website address is [removed: www.phstock.com.][added: investors.parker.com.]

[removed: The] [added: Our] Board of Directors has adopted a written charter for each of its committees.

These charters, as well as our Global Code of Business Conduct, Corporate Governance Guidelines and Independence Standards for Directors, are posted and available on our investor relations website under the [removed: Corporate] Governance page.

We have two [removed: reporting] [added: reportable] segments: Diversified Industrial and Aerospace Systems.

[added: Of the Company's $19.9 billion in net sales for fiscal year 2024,] Diversified Industrial Segment products accounted for [removed: 77] [added: 73] percent and Aerospace Systems Segment products accounted for [removed: 23 percent of those net sales.][added: 27 percent.]

No single customer accounted for more than four percent of our total net sales for the year ended June 30, [removed: 2023.][added: 2024.]

Diversified Industrial Segment. Our Diversified Industrial [removed: Segment] [added: Segment, which is an aggregation of several business units,] sells [added: highly engineered differentiated] products to both original equipment manufacturers ("OEMs") and distributors who serve the [added: aftermarket] replacement [removed: markets in manufacturing, packaging, processing, transportation, mobile construction, refrigeration and air conditioning, agricultural and military machinery and equipment industries.][added: markets.]

The major [removed: markets] [added: market verticals] served by our Diversified Industrial Segment are listed [removed: below by group:][added: below:]

The major [removed: markets for products of the] [added: market platforms served by our] Aerospace Systems Segment are listed below:

We offer hundreds of thousands of individual part numbers, and no single product contributed more than one percent to our total net sales for the year ended June 30, [removed: 2023.][added: 2024.]

Diversified Industrial Segment. Our Diversified Industrial Segment products consist of a broad range of motion-control [removed: and fluid] systems and components, which are described [removed: below by group:][added: below:]

Aerospace Systems Segment. Our Aerospace Systems Segment products are used in commercial and [removed: military] [added: defense] airframe and engine programs and include:

| Item 1C. | | | [Cybersecurity](#i6dcd8e54a7544ed4827ca47e2ae65d0b_22) | | | [15](#i6dcd8e54a7544ed4827ca47e2ae65d0b_22) | | |

| [Signatures](#i6dcd8e54a7544ed4827ca47e2ae65d0b_199) | | | | | | [77](#i6dcd8e54a7544ed4827ca47e2ae65d0b_199) | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

ITEM 1. Business. Parker-Hannifin Corporation was incorporated in Ohio in 1938.

Parker is a global leader in motion and control technologies.

Leveraging a unique combination of interconnected technologies, we design, manufacture, and provide aftermarket support for highly engineered solutions that create value for customers primarily in aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC & refrigeration markets around the world.

Parker values having a decentralized operating structure that fosters deeper connections with our customers and greater engagement among our team members.

To align our operations and achieve our goal of top quartile performance, we deploy our business system, The Win StrategyTM, which establishes goals and strategies for engaged people, customer experience, profitable growth and financial performance.

Underpinning this business system is our culture of safety, collaboration, continuous improvement, and team-based problem solving.

Together our goals, strategies, and culture help us to fulfill our purpose: Enabling Engineering Breakthroughs that Lead to a Better Tomorrow.

We credit the Win Strategy with leading Parker through a period of sustained operational excellence and transformation and believe it is the foundation for achieving our future goals.

Our interconnected technologies and solutions provide value for customers across our market verticals including aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC and refrigeration.

We serve several hundred thousand OEM and distribution customer locations.

Reportable Segments

| •Aerospace & Defense | | | •Off-highway | | |

| •In-plant & Industrial Equipment | | | •Energy | | |

| •Transportation | | | •HVAC & Refrigeration | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

Aerospace Systems Segment. Our Aerospace Systems Segment sells highly engineered, differentiated airframe and engine components and systems to OEMs and aftermarket parts and maintenance directly to end users primarily in the commercial aerospace and defense market verticals.

| •Commercial Transport | | | •Regional Transport | | |

| •Defense Fixed Wing | | | •Helicopters | | |

| •Business Jets | | | •Energy | | |

| •Active & Passive Vibration Control | | | •High Purity Sealing | | |

| •Coatings | | | •High Temperature Sealing | | |

| •Cryogenic Valves & Fittings | | | •HVAC/R Controls & Monitoring | | |

| •Elastomeric, Fabric Reinforced, Metal, & Precision Cut Seals | | | •Hydrogen & Natural Gas Filters | | |

| •Electric & Hydraulic Pumps & Motors | | | •Industrial Air & Gas Filtration | | |

| •Electric & Hydraulic Valves | | | •Miniature Pumps & Valves | | |

| •Electromagnetic Interface Shielding | | | •Pneumatic Actuators, Regulators & Valves | | |

| •Electromechanical & Hydraulic Actuators | | | •Power Take Offs | | |

| •Electronics, Drives & Controllers | | | •Process Filtration Solutions | | |

| •Engine Filtration Solutions | | | •Rubber to Substrate Adhesives | | |

| •Fluid Condition Monitoring | | | •Sensors & Diagnostics | | |

| •Fluid Conveyance Hose & Tubing | | | •Structural Adhesives | | |

| •High Pressure Connectors, Fittings, Valves & Regulators | | | •Thermal Management | | |

| •High Purity Fittings, Valves & Regulators | | | | | |

| •Avionics | | | •Fuel Systems & Components | | |

| •Electric & Hydraulic Braking Systems | | | •Fuel Tank Inerting Systems | | |

| •Electric Power | | | •Hydraulic Pumps & Motors | | |

| •Electromechanical Actuators | | | •Hydraulic Valves & Actuators | | |

| | | | | | |

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

| | | | | | | | | |

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

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

ITEM 1. Business. Parker-Hannifin Corporation is a leading worldwide diversified manufacturer of motion and control technologies and systems, providing precision engineered solutions for a wide variety of mobile, industrial and aerospace markets.

The Company was incorporated in Ohio in 1938.

Shareholders may request copies of these corporate governance documents, free of charge, by writing to Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, Attention: Secretary, or by calling (216) 896-3000.

Our manufacturing, service, sales, distribution and administrative facilities are located in 39 states within the United States and in 43 other countries.

We sell our products as original and replacement equipment through sales and distribution centers worldwide.

We market our products through direct-sales employees, independent distributors, and sales representatives.

We supply products to approximately 548,000 customers in virtually every significant manufacturing, transportation and processing industry.

During 2023, our technologies and systems were used in the products of these two reporting segments.

For 2023, the Company's net sales were $19.1 billion.

Our technologies and systems are used across industries and in various applications.

The approximately 548,000 customers who purchase Parker products are found in almost every significant manufacturing, transportation and processing industry.

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

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

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

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

Aerospace Systems Segment. Our Aerospace Systems Segment sells products primarily in the commercial and military aerospace markets to both OEMs and to end users for spares, maintenance, repair and overhaul.

| •Aftermarket services •Business and general aviation •Commercial transport aircraft •Engines | | | •Helicopters •Military aircraft •Regional transport aircraft | | |

Engineered Materials Group: sealing, shielding, thermal products and systems, adhesives, coatings and noise vibration and harshness solutions, including:

| •Active vibration control systems •Bearings & dampers •Coatings •Composites •Dynamic seals •Elastomeric mounts & isolators •Elastomeric o-rings •Electromagnetic interference shielding •Extrusion & fabricated seals •Fabric reinforced seals •Fuel cell sealing systems | | | •High-temperature metal seals •Homogeneous & inserted elastomeric shapes •Medical products fabrication & assembly •Metal & plastic composite bonded seals •Precision-cut seals •Rubber-to-substrate adhesives •Specialty chemicals •Structural adhesives •Thermal management •Wireless sensing systems | | |

Filtration Group: filters, systems and diagnostics solutions to ensure purity in critical process chemicals and to remove contaminants from fuel, air, oil, water and other liquids and gases, including:

| •Aerospace filters & systems •Air pollution control & dust collection systems & filters •Compressed air & gas treatment solutions •Engine fuel, oil, air & closed crankcase ventilation filtration systems •Filtration & purification systems •Fluid condition monitoring systems •Gas turbine air inlet filters •Heating, ventilation & air conditioning filters •Hydrogen and alternative energy filters | | | •Hydraulic & lubrication filters & systems •Industrial & analytical gas generators •Membrane, fiber, & sintered metal filters •Natural gas filters •Process liquid, air & gas filters •Sterile air filters •Thermal Management •Water purification filters & systems | | |

Fluid Connectors Group: high quality fluid conveyance and flow control solutions that are critical to a wide range of applications involving fluid and gas handling, process control, and climate controls:

| •Analytical instruments •Ball & check valves •Compressed natural gas dispensers •Cryogenic valves •Diagnostic and sensors •Diesel exhaust treatment systems •Elastomeric, thermoplastic, and industrial hose & couplings •Electronic valves •Filter driers •Fluid system & control fittings, meters valves, regulators, & manifold valves •Fluoropolymer chemical delivery fittings, valves, & pumps | | | •High pressure fittings, valves, & regulators •High purity gas delivery fittings, valves, & regulators •HVACR controls & monitoring •Low pressure fittings & adapters •Miniature valves and pumps •Natural gas on-board fuel systems •PTFE hose & tubing •Pressure regulating valves •Quick couplings •Solenoid Valves •Tube fittings & adapters •Tubing & plastic fittings | | |

Motion Systems Group: hydraulic, pneumatic, and electromechanical components and systems for builders and users of mobile and industrial machinery and equipment, including:

| Hydraulic Actuation: •Accumulators •Coolers •Cylinders •Electrohydraulic actuators •Helical actuators •Rotary actuators Hydraulic Pumps & Motors: •Drive controlled pumps •Electrohydraulic pumps ("ePumps") •Fan drives •Gerotor pumps & motors •Integrated hydrostatic transmissions •Piston pumps & motors •Power take-offs ("PTO") •Screw pumps •Vane pumps & motors Hydraulic and Electro Hydraulic Systems: •Cartridge valves •Industrial Hydraulic valves •Mobile Hydraulic valves •ePTO's | | | Pneumatics: •Air preparation (FRL) & dryers •Grippers •IO link controllers •Pneumatic cylinders •Pneumatic valves Electronics: •Clusters •Controllers & human machine interfaces ("HMI") •Drives (AC/DC Servo) •Electric actuators & positioners •Electric motors & gearheads •Electronic displays & HMI •IoT •Joysticks •Sensors •Software | | |

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

The consolidated group continues to service the major markets and offers the principal products provided by the former Instrumentation Group and Former Fluid Connectors Group.

The combined group is designed to leverage the strength of Parker's fluid and gas handling, process control and climate control technologies into a single organization that can better address the emerging needs of customers across common end markets and applications.

The realignment is expected to bring added growth opportunities and is a further step towards organizational simplification and alignment.

| •Actuation systems & components •Avionics •Electric power components •Engine build-up ducting •Engine exhaust nozzles & assemblies •Engine systems & components •Fire detection and suppression systems and components •Fluid conveyance systems & components | | | •Fluid metering, delivery & atomization devices •Fuel systems & components •Fuel tank inerting systems •Hydraulic systems & components •Lubrication components •Pneumatic control components •Sensors •Thermal management •Wheels, brakes and brake control systems | | |

- decentralized business model;

- technology breadth and interconnectivity;

- engineered products with intellectual property;

- long product life cycles;

- balanced OEM vs. aftermarket;

Our corporate headquarters is located in Cleveland, Ohio, and, at June 30, [removed: 2023,] [added: 2024,] the Company maintained approximately 335 manufacturing plants.

The facilities are situated in [removed: 39] [added: 36] states within the United States and in [removed: 43] [added: 42] other countries.

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

Cybersecurity Risk Management and Strategy

Parker is committed to the protection of the Company’s data, data systems and digital assets while in storage, use or transit.

Our cybersecurity program is integrated into our overall Enterprise Risk Management program and exists to secure our information systems and data assets, including those data assets entrusted to us by our stakeholders, and to promote our compliance with applicable laws and regulations.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

We proactively work to address cybersecurity risk through our Digital & IT Risk Management Program, which focuses on identifying, assessing, responding to, monitoring and remediating cybersecurity-related risks.

Parker’s dedicated Cyber Security team utilizes the National Institute of Standards and Technology (NIST) Cyber Security Framework as its primary resource for identifying areas of risk and benchmarking and implementing continuous improvements.

Our technical security configuration employs a centrally managed, layered approach, including hardened PCs, endpoint security detection software, email security, firewall appliances, and various network security protections.

We employ enhanced security measures for operational technologies and secure account management, including recently adding a secondary anti-malware solution to our existing software to bolster our company-wide defenses.

Additionally, we utilize third-party security monitoring services to further improve our 24/7 monitoring capabilities.

We also maintain a third-party risk management program designed to oversee, identify, and reduce the potential impact to Parker and our customers of a security incident at a third-party vendor, supplier or other provider.

We have adopted comprehensive Information Security Policies and Standards that clearly articulate Parker’s expectations and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, third-party management, security (with respect to physical assets, products, networks and systems), security monitoring and vulnerability identification.

These policies and standards set forth a detailed security incident management and reporting protocol, with clear escalation timelines and responsibilities.

We also maintain a global incident response plan and regularly conduct exercises to help with our overall preparedness.

We believe cybersecurity is the responsibility of every team member and provide ongoing mandatory cybersecurity awareness training globally to help team members recognize, avoid and report malicious activity.

This includes interactive training to engage team members in identifying phishing risks and their appropriate response.

We also provide regular training on data protection so that our team members understand the types of data they have and how to safeguard it.

Continuous improvement is a critical aspect of Parker’s cybersecurity program, which is why we integrate security intelligence from internal and external sources to help identify areas for improvement and gap remediation.

As a supplement to our internal cybersecurity capabilities and controls, we partner with third-party consultants and advisors to conduct penetration testing and to assess our incident response plan.

We periodically undergo a third-party risk assessment and third-party incident response adversarial engagement exercises to strengthen our security profile.

We also conduct internal tabletop exercises to prepare for responding to potential cybersecurity events.

Parker also maintains cyber security insurance designed to mitigate the impact of any attacks or threats to our business.

As of the date of this report, we do not believe that any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

However, as discussed more fully under Item 1A.

“Risk Factors—Business and Operational Risks” of this Form 10-K, cybersecurity threats remain a risk to our business operations.

Cybersecurity Governance

Management is responsible for assessing and managing material risks from cybersecurity threats with leadership from the Company’s Vice President – Chief Digital and Information Officer (CDIO), who is responsible for the Company’s global Digital, Information Technology and Cyber Security organization.

Our CDIO has served in various roles in information technology and information security for over 18 years with Fortune 500 companies.

Our CDIO holds Bachelor of Science and Master of Science degrees in Computer Engineering.

He has also completed other advanced leadership training and coursework regarding cybersecurity risk management.

Our CDIO reports directly to the Chief Executive Officer.

Parker’s cybersecurity program is led by our Digital & IT VP – Infrastructure and Security, who functions as our chief information security officer (CISO) and has over 23 years of experience in cybersecurity operations, cybersecurity governance and compliance, risk management, operational technology (OT) and connected products (IoT) with global Fortune 200 and Fortune 500 companies across diverse industries, such as retail, consumer goods, entertainment and manufacturing.

The CISO reports to our CDIO and is supported by and receives regular updates from our dedicated Cyber Security team within our IT function, as well as our IT Risk Council, a cross-functional group that meets regularly to optimize our Digital & IT Risk Management Program and promote alignment with our Enterprise Risk Management program.

Recognizing the importance of maintaining a secure environment for our products, data and systems that effectively supports our business objectives and customer needs, Parker’s full Board of Directors maintains oversight of cybersecurity.

Our Board receives an in-depth report from our CDIO, at least annually, on the overall cybersecurity program, and updates throughout the year from our CDIO and CISO regarding such topics as cyber-risk management and the status of projects to strengthen cybersecurity effectiveness.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

We own the majority of our manufacturing plants.

Our executive officers as of August 15, 2023, were as follows:

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

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

| Name | | | | | | Position | | | | | | Officer Since(1) | | | | | | Age as of 8/15/23 | | |

| Jennifer A. Parmentier | | | | | | Chief Executive Officer and Director | | | | | | 2015 | | | | | | 56 | | |

| Thomas L. Williams | | | | | | Executive Chairman of the Board and Director | | | | | | 2005 | | | | | | 64 | | |

| Todd M. Leombruno | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2017 | | | | | | 53 | | |

| Lee C. Banks | | | | | | Vice Chairman and President and Director | | | | | | 2001 | | | | | | 60 | | |

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

| Mark J. Hart | | | | | | Executive Vice President – Human Resources & External Affairs | | | | | | 2016 | | | | | | 58 | | |

| Rachid Bendali | | | | | | Vice President and President – Engineered Materials Group | | | | | | 2022 | | | | | | 46 | | |

| William R. "Skip" Bowman | | | | | | Vice President and President – Fluid Connectors Group | | | | | | 2016 | | | | | | 65 | | |

| Berend Bracht | | | | | | Vice President and President – Motion Systems Group | | | | | | 2021 | | | | | | 57 | | |

| Mark T. Czaja | | | | | | Vice President – Chief Technology and Innovation Officer | | | | | | 2021 | | | | | | 61 | | |

| Angela R. Ives | | | | | | Vice President and Controller | | | | | | 2021 | | | | | | 50 | | |

| Thomas C. Gentile | | | | | | Vice President – Global Supply Chain | | | | | | 2017 | | | | | | 51 | | |

| Joseph R. Leonti | | | | | | Vice President, General Counsel and Secretary | | | | | | 2014 | | | | | | 51 | | |

| Robert W. Malone | | | | | | Vice President and President – Filtration Group | | | | | | 2014 | | | | | | 59 | | |

| Dinu J. Parel | | | | | | Vice President – Chief Digital and Information Officer | | | | | | 2018 | | | | | | 42 | | |

| Roger S. Sherrard | | | | | | Vice President and President – Aerospace Group | | | | | | 2003 | | | | | | 57 | | |

(1)Executive officers are elected by the Board of Directors to serve for a term of one year or until their respective successors are elected, except in the case of death, resignation or removal.

Messrs.

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

Ms. Parmentier has been Chief Executive Officer since January 1, 2023.

She was previously Chief Operating Officer since August 2021.

She was Vice President and President of the Motion Systems Group from February 2019 to August 2021.

She was Vice President and President of the Engineered Materials Group from September 2015 to February 2019.

She was General Manager of the Hose Products Division from May 2014 to September 2015; and General Manager of the Sporlan Division from May 2012 to May 2014.

She is also a Director of Nordson Corporation.

Mr. Williams has been a Director since January 2015 and has been Executive Chairman of the Board since January 1, 2023.

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

He was an Executive Vice President from August 2008 to February 2015 and an Operating Officer from November 2006 to February 2015.

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

Mr. Leombruno has been Executive Vice President and Chief Financial Officer since January 2021.

He was Vice President and Controller from July 2017 to January 2021.

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

Mr. Banks has been a Director since January 2015 and Vice Chairman and President since August 2021.

He was President and Chief Operating Officer from February 2015 to August 2021.

He is also a Director of Wabtec Corporation.

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

As of July 31, [removed: 2023,] [added: 2024,] the number of shareholders of record of the Company was [removed: 3,114.][added: 3,003.]

| April 1, 2024 through April 30, 2024 | | | | | | 32,207 | | | | | | $ | 551.08 | | | | | 32,207 | | | | | | 7,375,817 | | |

| May 1, 2024 through May 31, 2024 | | | | | | 33,100 | | | | | | $ | 544.07 | | | | | 33,100 | | | | | | 7,342,717 | | |

| June 1, 2024 through June 30, 2024 | | | | | | 29,383 | | | | | | $ | 513.01 | | | | | 29,383 | | | | | | 7,313,334 | | |

| Total | | | | | | 94,690 | | | | | | | | | | | | 94,690 | | | | | | | | |

| 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 | | | | | | | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ic2a0190feff2425c90e18637fa08f250_73)] [added: No.](#i6dcd8e54a7544ed4827ca47e2ae65d0b_79)] 34) | | | | | | [removed: [37](#ic2a0190feff2425c90e18637fa08f250_73)] [added: [32](#i6dcd8e54a7544ed4827ca47e2ae65d0b_79)] | | |

| | | | [Consolidated Statement of [removed: Income](#ic2a0190feff2425c90e18637fa08f250_76)] [added: Income](#i6dcd8e54a7544ed4827ca47e2ae65d0b_82)] | | | [removed: [40](#ic2a0190feff2425c90e18637fa08f250_76)] [added: [34](#i6dcd8e54a7544ed4827ca47e2ae65d0b_82)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#ic2a0190feff2425c90e18637fa08f250_79)] [added: Income](#i6dcd8e54a7544ed4827ca47e2ae65d0b_88)] | | | [removed: [41](#ic2a0190feff2425c90e18637fa08f250_79)] [added: [35](#i6dcd8e54a7544ed4827ca47e2ae65d0b_88)] | | |

| | | | [Consolidated Balance [removed: Sheet](#ic2a0190feff2425c90e18637fa08f250_82)] [added: Sheet](#i6dcd8e54a7544ed4827ca47e2ae65d0b_91)] | | | [removed: [42](#ic2a0190feff2425c90e18637fa08f250_82)] [added: [36](#i6dcd8e54a7544ed4827ca47e2ae65d0b_91)] | | |

| | | | [Consolidated Statement of Cash [removed: Flows](#ic2a0190feff2425c90e18637fa08f250_85)] [added: Flows](#i6dcd8e54a7544ed4827ca47e2ae65d0b_94)] | | | [removed: [43](#ic2a0190feff2425c90e18637fa08f250_85)] [added: [37](#i6dcd8e54a7544ed4827ca47e2ae65d0b_94)] | | |

| | | | [Consolidated Statement of [removed: Equity](#ic2a0190feff2425c90e18637fa08f250_88)] [added: Equity](#i6dcd8e54a7544ed4827ca47e2ae65d0b_97)] | | | [removed: [44](#ic2a0190feff2425c90e18637fa08f250_88)] [added: [38](#i6dcd8e54a7544ed4827ca47e2ae65d0b_97)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ic2a0190feff2425c90e18637fa08f250_91)] [added: Statements](#i6dcd8e54a7544ed4827ca47e2ae65d0b_100)] | | | [removed: [45](#ic2a0190feff2425c90e18637fa08f250_91)] [added: [39](#i6dcd8e54a7544ed4827ca47e2ae65d0b_100)] | | |

We have audited the accompanying consolidated balance sheets of Parker-Hannifin Corporation and subsidiaries (the "Company") as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, cash flows, and equity, for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by COSO.

Critical Audit [removed: Matters][added: Matter]

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

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

Extensive audit effort is [removed: performed] [added: required] due to the volume of the underlying transactions and number of individual business units.

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

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

- We tested the [removed: design and] [added: operating] effectiveness of internal controls [removed: within] [added: over] the [added: recognition of] revenue [removed: business processes,] [added: from product shipments,] including controls over [removed: revenue recognition and controls over] the [removed: review] [added: quantity and price] of [removed: operating results.][added: products shipped and timing of revenue recognition.]

[added: -] We [removed: developed] [added: performed substantive analytical procedures for certain revenue transactions by developing] independent expectations of revenue based on data derived from the results of our detail revenue testing and [removed: compared] [added: comparing] these expectations to the revenue recorded by management.

| (Dollars in thousands, except per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022*] [added: 2023] | | | | | | [removed: 2021*] [added: 2022] | | |

| Net Sales | | | | | | $ | [removed: 19,065,194] [added: 19,929,606] | | | | | $ | [removed: 15,861,608] [added: 19,065,194] | | | | | $ | [removed: 14,347,640] [added: 15,861,608] | |

| Cost of sales | | | | | | [removed: 12,635,892] [added: 12,801,816] | | | | | | [removed: 10,550,309] [added: 12,635,892] | | | | | | [removed: 9,604,522] [added: 10,550,309] | | |

| Selling, general and administrative expenses | | | | | | [removed: 3,354,103] [added: 3,315,177] | | | | | | [removed: 2,504,061] [added: 3,354,103] | | | | | | [removed: 2,383,407] [added: 2,504,061] | | |

| Interest expense | | | | | | [removed: 573,894] [added: 506,495] | | | | | | [removed: 255,252] [added: 573,894] | | | | | | [removed: 250,036] [added: 255,252] | | |

| Other [removed: expense (income),] [added: (income) expense,] net | | | | | | [removed: 184,167] [added: (276,888)] | | | | | | [removed: 944,881] [added: 184,167] | | | | | | [removed: (27,950)] [added: 944,881] | | |

| Income before income taxes | | | | | | [removed: 2,679,664] [added: 3,594,603] | | | | | | [removed: 1,614,226] [added: 2,679,664] | | | | | | [removed: 2,246,957] [added: 1,614,226] | | |

| Income taxes | | | | | | [removed: 596,128] [added: 749,667] | | | | | | [removed: 298,040] [added: 596,128] | | | | | | [removed: 500,096] [added: 298,040] | | |

| Net Income | | | | | | [removed: 2,083,536] [added: 2,844,936] | | | | | | [removed: 1,316,186] [added: 2,083,536] | | | | | | [removed: 1,746,861] [added: 1,316,186] | | |

| Less: Noncontrolling interest in subsidiaries' earnings | | | | | | [removed: 600] [added: 721] | | | | | | [removed: 581] [added: 600] | | | | | | [removed: 761] [added: 581] | | |

| Net Income Attributable to Common Shareholders | | | | | | $ | [removed: 2,082,936] [added: 2,844,215] | | | | | $ | [removed: 1,315,605] [added: 2,082,936] | | | | | $ | [removed: 1,746,100] [added: 1,315,605] | |

| Basic earnings per share | | | | | | $ | [removed: 16.23] [added: 22.13] | | | | | $ | [removed: 10.24] [added: 16.23] | | | | | $ | [removed: 13.54] [added: 10.24] | |

| Diluted earnings per share | | | | | | $ | [removed: 16.04] [added: 21.84] | | | | | $ | [removed: 10.09] [added: 16.04] | | | | | $ | [removed: 13.35] [added: 10.09] | |

| (Dollars in thousands) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net Income | | | | | | $ | [removed: 2,083,536] [added: 2,844,936] | | | | | $ | [removed: 1,316,186] [added: 2,083,536] | | | | | $ | [removed: 1,746,861] [added: 1,316,186] | |

| Less: Noncontrolling interests in subsidiaries' earnings | | | | | | [removed: 600] [added: 721] | | | | | | [removed: 581] [added: 600] | | | | | | [removed: 761] [added: 581] | | |

| Net income attributable to common shareholders | | | | | | [removed: 2,082,936] [added: 2,844,215] | | | | | | [removed: 1,315,605] [added: 2,082,936] | | | | | | [removed: 1,746,100] [added: 1,315,605] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustment and other (net of tax of [removed: $(38,322), $(3,236)] [added: $(15,443), $(38,322)] and [removed: $(3,664)] [added: $(3,236)] in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively) | | | | | | [removed: 186,721] [added: (167,784)] | | | | | | [removed: (284,732)] [added: 186,721] | | | | | | [removed: 328,792] [added: (284,732)] | | |

| Retirement benefits plan activity (net of tax of [removed: $(26,019), $(95,574)] [added: $(8,071), $(26,019)] and [removed: $(205,845)] [added: $(95,574)] in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively) | | | | | | [removed: 63,299] [added: 22,813] | | | | | | [removed: 306,735] [added: 63,299] | | | | | | [removed: 664,076] [added: 306,735] | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The Company recognizes revenue from the sale of products to customers primarily in aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC & refrigeration markets around the world.

The Company’s business activities are carried out by a large number of individual business units collectively offering hundreds of thousands of individual products in over forty countries globally.

- We performed detail transaction testing for revenue from product shipments by making a sample of transactions and comparing the transactions selected to source documents such as purchase orders and shipping records.

- We tested the completeness of revenue from product shipments by making a sample from a listing of sales orders and comparing the sample transactions to source documentation such as shipping records to determine whether the transactions selected were appropriately included in revenue from product shipments.

- We tested the timing of revenue recognition by making a sample from a list of products shipped prior to and subsequent to year end and used source documentation such as shipping records to determine whether the transactions selected were appropriately recorded in the correct period.

August 22, 2024

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| Gain on sale of businesses and assets, net | | | | | | (11,597) | | | | | | (362,526) | | | | | | (7,121) | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| (Dollars in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| (Gain) loss on marketable securities and other investments | | | | | | (5,708) | | | | | | (6,176) | | | | | | 1,159 | | |

| Acquisition of noncontrolling interests | | | | | | (2,883) | | | | | | — | | | | | | — | | |

| Income taxes and related interest, penalties and purchased credits, net of refunds | | | | | | 851,899 | | | | | | 411,440 | | | | | | 549,223 | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| Net income | | | | | | | | | | | | | | | | | | 2,844,215 | | | | | | | | | | | | | | | | | | 721 | | | | | | 2,844,936 | | | | | |

| Other comprehensive (loss) income | | | | | | | | | | | | | | | | | | | | | | | | (145,140) | | | | | | | | | | | | 169 | | | | | | (144,971) | | | | | |

| Dividends paid ($6.07 per share) | | | | | | | | | | | | | | | | | | (781,118) | | | | | | | | | | | | | | | | | | (930) | | | | | | (782,048) | | | | | |

| Acquisition activity | | | | | | | | | | | | 415 | | | | | | | | | | | | | | | | | | | | | | | | (2,430) | | | | | | (2,015) | | | | | |

| Balance June 30, 2024 | | | | | | $ | 90,523 | | | | | $ | 264,508 | | | | | $ | 19,104,599 | | | | | $ | (1,438,012) | | | | | $ | (5,949,646) | | | | | $ | 8,921 | | | | | $ | 12,080,893 | | | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

Nature of Operations \- The Company is a global leader in motion and control technologies.

Leveraging a unique combination of interconnected technologies, we design, manufacture, and provide aftermarket support for highly engineered solutions that create value for customers primarily in aerospace & defense, in-plant & industrial equipment, transportation, off-highway, energy, and HVAC & refrigeration markets around the world.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| June 30, | | | | | | 2024 | | | | | | 2023 | | |

Maintenance and repairs are expensed.

| June 30, | | | | | | 2024 | | | | | | 2023 | | |

Sales to and services performed for joint venture companies totaled $74 million, $64 million and $47 million in 2024, 2023 and 2022, respectively.

We received cash dividends from joint venture companies of $148 million, $114 million and $82 million in 2024, 2023 and 2022, respectively.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

On July 28, 2024, the Company signed an agreement to divest its Meggitt composites and fuel containment ("CFC") business within the North America businesses of the Diversified Industrial Segment for an enterprise value of $560 million on a cash-free, debt-free basis and subject to a working capital adjustment.

The CFC business has annual sales of approximately $350 million.

Closing of this divestiture is subject to customary closing conditions, including regulatory clearance, and is anticipated to occur prior to December 31, 2024.

Recent Accounting Pronouncements \- In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which enhances the disclosure requirements for income taxes primarily related to the rate reconciliation and income taxes paid information.

The amendments are effective for fiscal years beginning after December 15, 2024.

The amendment should be applied on a prospective basis.

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 Matter Description*

The Company is a highly diversified 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 over forty countries globally to more than 500,000 customers.

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

- We performed transaction testing for revenue populations subject to detail testing by agreeing the amounts recorded as revenue to source documents and determined that revenue was recognized appropriately.

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

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

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.

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

| Gain on disposal of assets | | | | | | (362,526) | | | | | | (7,121) | | | | | | (109,332) | | |

| *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. | | | | | | | | | | | | | | | | | | | | |

| Gain on investments | | | | | | (4,690) | | | | | | (3,972) | | | | | | (12,616) | | |

| (Gain) loss on marketable securities | | | | | | (1,486) | | | | | | 5,131 | | | | | | (11,570) | | |

| Maturities and sales of marketable securities and other investments | | | | | | 56,786 | | | | | | 31,809 | | | | | | 79,419 | | |

| Income taxes | | | | | | 411,440 | | | | | | 549,223 | | | | | | 485,885 | | |

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

| Balance June 30, 2020 | | | | | | $ | 90,523 | | | | | $ | 416,585 | | | | | $ | 13,643,907 | | | | | $ | (2,558,875) | | | | | $ | (5,364,916) | | | | | $ | 14,546 | | | | | $ | 6,241,770 | | | | |

| Net income | | | | | | | | | | | | | | | | | | 1,746,100 | | | | | | | | | | | | | | | | | | 761 | | | | | | 1,746,861 | | | | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | 992,148 | | | | | | | | | | | | 720 | | | | | | 992,868 | | | | | |

| Dividends paid ($3.67 per share) | | | | | | | | | | | | | | | | | | (474,510) | | | | | | | | | | | | | | | | | | (664) | | | | | | (475,174) | | | | | |

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: 2023.][added: 2024.]

Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of June 30, [removed: 2023,] [added: 2024,] the Company’s disclosure controls and procedures were effective.

[removed: Other than with respect to the Acquisition, there have been] [added: There was] no [removed: changes in the Company’s] [added: change to our] internal control over financial reporting during the [added: fourth] quarter [removed: ended June 30, 2023] [added: of 2024] that materially affected, or [removed: are] [added: is] reasonably likely to materially affect, our internal control over financial reporting.

We assessed the effectiveness of our internal control over financial reporting as of June 30, [removed: 2023.][added: 2024.]

In making this assessment, we used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013).” We concluded that based on our assessment, the Company's internal control over financial reporting was effective as of June 30, [removed: 2023.][added: 2024.]

Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements, has issued an attestation report on the Company's internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] which is included in Part II, Item 8 of this Annual Report on Form 10-K.

ITEM 9B. Other Information. None of the Company's directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, [removed: 2023.][added: 2024.]

Changes in Internal Control over Financial Reporting

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 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: 2023] [added: 2024] Annual Meeting of Shareholders, to be held October [removed: 25, 2023] [added: 23, 2024] (the [removed: "2023] [added: "2024] Proxy Statement"), and is incorporated herein by reference.

Information with respect to the executive officers of the Company is included in Part I, Item [removed: 1C] [added: 1] of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."

The information set forth under the caption [removed: "Delinquent Section 16(a) Reports"] [added: "Insider Trading and Prohibited Transactions] in [added: Company Securities" in] the [removed: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

The Global Code of Business Conduct is posted on the Company’s investor relations internet website at [removed: www.phstock.com] [added: investors.parker.com] under the [removed: Corporate] Governance page.

Any amendment to, or waiver from, a provision of the Company’s Global Code of Business Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be posted at [removed: www.phstock.com] [added: investors.parker.com] under the Corporate Governance page.

The information set forth under the captions "Board Committees; Committee Charters - Audit Committee" and "Board and Committee Structure - Board Committees; Committee Charters" in the [removed: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

ITEM 11. Executive Compensation. The information set forth under the captions "Compensation Discussion and Analysis," "Compensation Committee Report," [added: "Pay Versus Performance Disclosure"] and "Compensation Tables" in the [removed: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information set forth under the caption "Principal Shareholders" in the [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] unless otherwise indicated.

(1)Includes the maximum future payouts of common stock that may be issued under the calendar year [removed: 2020-21-22, 2021-22-23] [added: 2022-23-24, 2023-24-25] and [removed: 2022-23-24] [added: 2024-25-26] long term incentive performance awards ("LTIP awards").

(2)The maximum number of shares of our common stock that may be issued under the [removed: Amended and Restated 2016] [added: 2023] Omnibus Stock Incentive Plan is [removed: 23.8] [added: 11.3] million shares, of which approximately [removed: 6.4] [added: 8.5] 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: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services. The information set forth under the captions "Audit Fees and All Other Fees" and "Audit Committee Pre-Approval Policies and Procedures" in the [removed: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| Equity compensation plans approved by security holders | | | 4,372,395(1) | | | $238.15 | | | 18,466,794(2) | | |

| Total | | | 4,372,395 | | | $238.15 | | | 18,466,794 | | |

Effective as of October 25, 2023, no further awards may be granted under the Amended and Restated 2016 Omnibus Stock Incentive Plan.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| 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 | | |

| | | | Consolidated Statement of Income | | | [removed: [40](#ic2a0190feff2425c90e18637fa08f250_76)] [added: [34](#i6dcd8e54a7544ed4827ca47e2ae65d0b_82)] | | | | | |

| | | | Consolidated Statement of Comprehensive Income | | | [removed: [41](#ic2a0190feff2425c90e18637fa08f250_79)] [added: [35](#i6dcd8e54a7544ed4827ca47e2ae65d0b_88)] | | | | | |

| | | | Consolidated Balance Sheet | | | [removed: [42](#ic2a0190feff2425c90e18637fa08f250_82)] [added: [36](#i6dcd8e54a7544ed4827ca47e2ae65d0b_91)] | | | | | |

| | | | Consolidated Statement of Cash Flows | | | [removed: [43](#ic2a0190feff2425c90e18637fa08f250_85)] [added: [37](#i6dcd8e54a7544ed4827ca47e2ae65d0b_94)] | | | | | |

| | | | Consolidated Statement of Equity | | | [removed: [44](#ic2a0190feff2425c90e18637fa08f250_88)] [added: [38](#i6dcd8e54a7544ed4827ca47e2ae65d0b_97)] | | | | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: [45](#ic2a0190feff2425c90e18637fa08f250_91)] [added: [39](#i6dcd8e54a7544ed4827ca47e2ae65d0b_100)] | | | | | |

| | | | II - Valuation and Qualifying Accounts | | | [removed: [83](#ic2a0190feff2425c90e18637fa08f250_193)] [added: [78](#i6dcd8e54a7544ed4827ca47e2ae65d0b_202)] | | | | | |

| (2)(a) | | | | | | [Rule 2.7 Announcement in connection with Parker-Hannifin Corporation's acquisition of Meggitt [removed: plc](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm)[,] [added: plc,] dated August 2, 2021, incorporated by reference to Exhibit 2.1 of Registrant's Report on Form 8-K filed with the SEC on August 3, [removed: 2021](http://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/76334/000119312521233544/d211612dex21.htm)] (Commission file No. 1-4982). | | |

| (3)(a) | | | | | | [Amended Articles of Incorporation, incorporated by reference to Exhibit 3(a) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex3a.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex3a.htm)] (Commission File No. 1-4982). | | |

| (4)(a) | | | | | | [Description of Parker-Hannifin's Securities, incorporated by reference to Exhibit 4(a) to Registrant's Report on Form 10-K for the year ended June 30, [removed: 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000096/phc201910kex4a.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/76334/000007633419000096/phc201910kex4a.htm)] (Commission File No. 1-4982). | | |

| (10)(a) | | | | | | [Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance Agreement entered into by Registrant and its executive officers, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2008](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10a.htm)] [added: 2008](https://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(b) | | | | | | [Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers elected after September 1, 2015 at or above Grade 29, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10c.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(c) | | | | | | [Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers dated after September 1, 2015 below Grade 29, incorporated by reference to Exhibit 10(d) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm)(Commission] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10d.htm)(Commission] File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(d) | | | | | | [Parker-Hannifin Corporation Amended and Restated Change in Control Severance Plan, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2008](http://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm)] [added: 2008](https://www.sec.gov/Archives/edgar/data/76334/000119312508227100/dex10b.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(e) | | | | | | [Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, [removed: 2003](http://www.sec.gov/Archives/edgar/data/76334/000119312503043642/dex10c.htm)] [added: 2003](https://www.sec.gov/Archives/edgar/data/76334/000119312503043642/dex10c.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(f) | | | | | | [Description of the Parker-Hannifin Corporation Officer Life Insurance Plan, incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, [removed: 2005](http://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)] [added: 2005](https://www.sec.gov/Archives/edgar/data/76334/000119312505179715/dex10h.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(g) | | | | | | [Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program effective July 1, 2014, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000153/ph3312016ex10a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(h) | | | | | | [Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive Retirement Program, effective January 22, 2015, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarterly period ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/76334/000007633416000116/ph12312015ex10c.htm)(Commission] [added: 2015](https://www.sec.gov/Archives/edgar/data/76334/000007633416000116/ph12312015ex10c.htm)(Commission] File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(i) | | | | | | [Summary of the Parker-Hannifin Corporation Executive Disability Insurance Plan, incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10j.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10j.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(j) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10b.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10b.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(k) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive Plan, incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the Commission on September 24, [removed: 2012](http://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/76334/000119312512401634/d394759ddef14a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(l) | | | | | | [Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan, incorporated by reference to Annex B to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000119312516719682/d233270ddef14a.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000119312516719682/d233270ddef14a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(m) | | | | | | [Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan, effective April 1, 2017, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31, [removed: 2017](http://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/76334/000007633417000053/ph3312017ex10a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(n) | | | | | | [Parker-Hannifin Corporation Amended and Restated 2016 Omnibus Stock Incentive Plan, effective as of October 23, 2019, incorporated by reference to Exhibit 10.1 to Registrant's Report on Form 8-K filed with the SEC on October 28, [removed: 2019](http://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/76334/000007633419000122/phcamendedandrestated2.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(o) | | | | | | [Parker-Hannifin Corporation 2015 Performance Bonus Plan, incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the Commission on September 28, [removed: 2015](http://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/76334/000119312510216901/ddef14a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(p) | | | | | | [Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for Executive Officers, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2009](http://www.sec.gov/Archives/edgar/data/76334/000119312509221583/dex10d.htm)] [added: 2009](https://www.sec.gov/Archives/edgar/data/76334/000119312509221583/dex10d.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(q) | | | | | | [Form of 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC on August 17, [removed: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex102.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(r) | | | | | | [2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed with the SEC on August 17, [removed: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/76334/000119312510191101/dex101.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(s) | | | | | | [Form of Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement, for executive officers, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2011](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10a.htm)] [added: 2011](https://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10a.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(t) | | | | | | [Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2011](http://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10b.htm)] [added: 2011](https://www.sec.gov/Archives/edgar/data/76334/000119312511303648/d231608dex10b.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(u) | | | | | | [Form of 2018 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement, incorporated by reference to Exhibit 10(d) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph-12312018exhibit10d.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph-12312018exhibit10d.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(v) | | | | | | [2018 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions, incorporated by reference to Exhibit 10(e) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018exhibit10e.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018exhibit10e.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(w) | | | | | | [Parker-Hannifin Corporation Target Incentive Plan, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10d.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10d.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(x) | | | | | | [Parker-Hannifin Corporation Target Incentive Plan Subject to Performance Bonus Plan, incorporated by reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, [removed: 2010](http://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10e.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/76334/000119312510251281/dex10e.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(y) | | | | | | [Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan, as amended and restated, effective January 20, 2016, incorporated by reference to Exhibit 10(aa) to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10aa.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10aa.htm)] (Commission file No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(z) | | | | | | [Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan (as Amended and Restated), incorporated by reference to Exhibit 10(bb) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10bb.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/76334/000007633416000196/ph6302016ex10bb.htm)] (Commission file No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(aa) | | | | | | [Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the Performance Bonus Plan (as Amended and Restated), effective as of January 23, 2019, incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-Q for the quarterly period ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018ex10f.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/76334/000007633419000018/ph10q12312018ex10f.htm)] (Commission file No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(bb) | | | | | | [Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan (as Amended and Restated), effective as of January 23, 2019, incorporated by reference to Exhibit 10(g) to the Registrant's Report on Form 10-Q for the quarterly period ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/76334/000007633419000018/phc10q2q12312018ex10g3.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/76334/000007633419000018/phc10q2q12312018ex10g3.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(cc) | | | | | | [Form of Award Under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the Performance Bonus Plan (as Amended and Restated) effective as of January 27, 2021, incorporated by reference to Exhibit 10(a) to the Registrant's Report on Form 10-Q for the quarterly period ended March 31, [removed: 2021](http://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcex10a3q2021.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/76334/000007633421000111/phcex10a3q2021.htm)] (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

| (10)(dd) | | | | | | [Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan, as Amended and Restated, effective as of January 27, 2022, incorporated by reference to Exhibit 10(a) to the Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2022](https://www.sec.gov/Archives/edgar/data/76334/000007633421000225/exhibit-10a.htm) (Commission File No. [removed: 1-4982).] [added: 1-4982).] | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| (10)(ww) | | | | | | [Parker-Hannifin Corporation Global Employee Stock Purchase Plan (As Amended and Restated August 7, 2023), incorporated by reference to Exhibit B to Registrant's Definitive Proxy Statement on Schedule 14A filed with the SEC on September 22, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/76334/000130817923000993/ph4203071-def14a.htm) (Commission File No. 1-4982). | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

| (10)(kkk) | | | | | | [Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan, incorporated by reference to Exhibit A to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 22, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/76334/000130817923000993/ph4203071-def14a.htm) (Commission File No. 1-4982). | | |

| (19) | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/76334/000007633424000044/ph6302024ex1910-k.htm)* | | |

| (97) | | | | | | [Parker-Hannifin Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/76334/000007633424000044/ph6302024ex9710-k.htm)* | | |

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| | | | | | | | | |

Management contracts and compensatory plans or arrangements required to be filed as an exhibit hereto.

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

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

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

| (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). | | |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | PARKER-HANNIFIN CORPORATION | | | | | | | | |

| | | | By: | | | | | | /s/ Todd M. Leombruno | | |

| | | | | | | | | | Todd M. Leombruno | | |

| | | | | | | | | | Executive Vice President and Chief Financial Officer | | |

August 24, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature and Title

THOMAS L.

WILLIAMS, Executive Chairman of the Board of Directors, JENNIFER A.

PARMENTIER, Director and Principal Executive Officer, ANGELA R.

IVES, Principal Accounting Officer; LEE C.

BANKS, Director; JILLIAN C.

EVANKO, Director; LANCE M.

FRITZ, Director; LINDA A.

HARTY, Director; KEVIN A.

LOBO, Director; JOSEPH SCAMINACE, Director; ÅKE SVENSSON, Director; LAURA K.

THOMPSON, Director; JAMES R.

VERRIER, Director; and JAMES L.

WAINSCOTT, Director.

Date: August 24, 2023

| | | | | | |

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

| /s/ Todd M. Leombruno | | | | | |

| Todd M. Leombruno, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Attorney-in-Fact for the officers and directors signing in the capacities indicated) | | | | | |

PARKER-HANNIFIN CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Dollars in Thousands)

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

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

| Column A | | | | | | Column B | | | | | | Column C | | | | | | Column D | | | | | | Column E | | |

| Description | | | | | | Balance at Beginning of Period | | | | | | Additions Charged to Costs and Expenses | | | | | | Other (Deductions)/ Additions (A) | | | | | | Balance at End of Period | | |

| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended June 30, 2021 | | | | | | $ | 11,644 | | | | | $ | 4,673 | | | | | $ | (4,239) | | | | | $ | 12,078 | |

| Year ended June 30, 2022 | | | | | | $ | 12,078 | | | | | $ | 1,719 | | | | | $ | (3,855) | | | | | $ | 9,942 | |

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

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

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

| | | | PARKER-HANNIFIN CORPORATION | | | | | | | | |

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

| | | | By: | | | | | | /s/ Todd M. Leombruno | | |

| | | | | | | | | | Todd M. Leombruno | | |

| | | | | | | | | | Executive Vice President and Chief Financial Officer | | |

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

August 22, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature and Title

JENNIFER A.

PARMENTIER, Chairman and Chief Executive Officer; ANGELA R.

IVES, Principal Accounting Officer; JILLIAN C.

EVANKO, Director; DENISE RUSSELL FLEMING, Director; LANCE M.

FRITZ, Director; LINDA A.

HARTY, Director; KEVIN A.

LOBO, Director; E.

JEAN SAVAGE, Director; JOSEPH SCAMINACE, Director; ÅKE SVENSSON, Director; LAURA K.

THOMPSON, Director; JAMES R.

VERRIER, Director; and JAMES L.

WAINSCOTT, Director.

Date: August 22, 2024

| | | | | | |

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

| /s/ Todd M. Leombruno | | | | | |

| Todd M. Leombruno, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Attorney-in-Fact for the officers and directors signing in the capacities indicated) | | | | | |

[Table of](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7) [Contents](#i6dcd8e54a7544ed4827ca47e2ae65d0b_7)

PARKER-HANNIFIN CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JUNE 30, 2022, 2023 AND 2024

(Dollars in Thousands)

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

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

| Column A | | | | | | Column B | | | | | | Column C | | | | | | Column D | | | | | | Column E | | |

| Description | | | | | | Balance at Beginning of Period | | | | | | Additions Charged to Costs and Expenses | | | | | | Other (Deductions)/ Additions (A) | | | | | | Balance at End of Period | | |

| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | | | | |