Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)

Three Months EndedSix Months Ended
December 31,December 31,
20212020*20212020*
Net sales$3,824,580$3,411,905$7,587,389$6,642,445
Cost of sales2,764,7252,518,1655,478,6224,904,614
Selling, general and administrative expenses380,710356,572788,475726,423
Interest expense61,36062,990120,710128,948
Other expense (income), net127,461(103,714)137,513(108,606)
Income before income taxes490,324577,8921,062,069991,066
Income taxes102,595129,350222,877222,413
Net income387,729448,542839,192768,653
Less: Noncontrolling interest in subsidiaries' earnings129191435499
Net income attributable to common shareholders$387,600$448,351$838,757$768,154
Earnings per share attributable to common shareholders:
Basic$3.02$3.48$6.52$5.96
Diluted$2.97$3.42$6.42$5.89
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

Three Months EndedSix Months Ended
December 31,December 31,
20212020*20212020*
Net income$387,729$448,542$839,192$768,653
Less: Noncontrolling interests in subsidiaries' earnings129191435499
Net income attributable to common shareholders387,600448,351838,757768,154
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment28,491217,828(39,833)348,510
Retirement benefits plan activity31,85940,98460,88181,136
Other comprehensive income60,350258,81221,048429,646
Less: Other comprehensive (loss) income for noncontrolling interests(47)846(586)1,277
Other comprehensive income attributable to common shareholders60,397257,96621,634428,369
Total comprehensive income attributable to common shareholders$447,997$706,317$860,391$1,196,523
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

(Unaudited)

December 31, 2021June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents$449,481$733,117
Marketable securities and other investments40,51139,116
Trade accounts receivable, net2,041,9532,183,594
Non-trade and notes receivable314,897326,315
Inventories2,307,3062,090,642
Prepaid expenses and other2,753,501243,966
Total current assets7,907,6495,616,750
Property, plant and equipment6,019,5526,040,220
Less: Accumulated depreciation3,816,6203,773,744
Property, plant and equipment, net2,202,9322,266,476
Deferred income taxes146,567104,251
Investments and other assets794,814774,239
Intangible assets, net3,343,6123,519,797
Goodwill7,999,9018,059,687
Total assets$22,395,475$20,341,200
LIABILITIES
Current liabilities:
Notes payable and long-term debt payable within one year$2,201,653$2,824
Accounts payable, trade1,597,0251,667,878
Accrued payrolls and other compensation335,417507,027
Accrued domestic and foreign taxes294,255236,384
Other accrued liabilities829,141682,390
Total current liabilities5,257,4913,096,503
Long-term debt6,250,5256,582,053
Pensions and other postretirement benefits959,7411,055,638
Deferred income taxes558,986553,981
Other liabilities600,452639,355
Total liabilities13,627,19511,927,530
EQUITY
Shareholders’ equity:
Serial preferred stock, $.50 par value; authorized 3,000,000 shares; none issued——
Common stock, $.50 par value; authorized 600,000,000 shares; issued 181,046,128 shares at December 31 and June 3090,52390,523
Additional capital344,312329,619
Retained earnings15,488,76414,915,497
Accumulated other comprehensive (loss)(1,545,093)(1,566,727)
Treasury shares, at cost; 52,568,494 shares at December 31 and 51,900,460 shares at June 30(5,623,424)(5,370,605)
Total shareholders’ equity8,755,0828,398,307
Noncontrolling interests13,19815,363
Total equity8,768,2808,413,670
Total liabilities and equity$22,395,475$20,341,200

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Six Months Ended
December 31,
20212020*
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$839,192$768,653
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation131,113135,320
Amortization158,512162,940
Share incentive plan compensation79,38579,833
Deferred income taxes(60,928)(3,214)
Foreign currency transaction gain(17,487)(530)
Gain on disposal of property, plant and equipment(7,880)(102,565)
Gain on sale of business(1,520)—
Gain on marketable securities(4,948)(6,959)
Gain on investments(1,487)(4,783)
Other55,4967,523
Changes in assets and liabilities:
Accounts receivable, net149,15579,685
Inventories(243,309)(3,523)
Prepaid expenses and other(21,509)27,646
Other assets(22,934)(22,052)
Accounts payable, trade(53,327)193,901
Accrued payrolls and other compensation(165,581)(92,010)
Accrued domestic and foreign taxes62,90515,244
Other accrued liabilities139,77353,236
Pensions and other postretirement benefits(8,759)35,365
Other liabilities(393)30,278
Net cash provided by operating activities1,005,4691,353,988
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures(105,606)(92,907)
Proceeds from sale of property, plant and equipment22,392124,428
Proceeds from sale of businesses2,466—
Purchases of marketable securities and other investments(10,150)(16,029)
Maturities and sales of marketable securities and other investments13,74252,019
Other2,78911,183
Net cash (used in) provided by investing activities(74,367)78,694
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options2,2013,137
Payments for common shares(319,713)(60,825)
Proceeds from (payments for) notes payable, net1,899,247(113,500)
Proceeds from long-term borrowings10,666—
Payments for long-term borrowings(9,069)(1,210,848)
Financing fees paid(52,108)—
Dividends paid(265,556)(227,228)
Net cash provided by (used in) financing activities1,265,668(1,609,264)
Effect of exchange rate changes on cash6,97855,802
Net increase (decrease) in cash, cash equivalents and restricted cash2,203,748(120,780)
Cash, cash equivalents and restricted cash at beginning of year733,117685,514
Cash, cash equivalents and restricted cash at end of period$2,936,865$564,734
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

BUSINESS SEGMENT INFORMATION

(Dollars in thousands)

(Unaudited)

The Company operates in two reportable business segments: Diversified Industrial and Aerospace Systems. Both segments utilize eight core technologies, including hydraulics, pneumatics, electromechanical, filtration, fluid and gas handling, process control, engineered materials and climate control, to drive superior customer problem solving and value creation.

Diversified Industrial - This segment produces a broad range of motion-control and fluid systems and components used in all kinds of manufacturing, packaging, processing, transportation, mobile construction, refrigeration and air conditioning, agricultural, and military machinery and equipment and has significant international operations. Sales are made directly to major original equipment manufacturers ("OEMs") and through a broad distribution network to smaller OEMs and the aftermarket.

Aerospace Systems - This segment designs and manufactures products and provides aftermarket support for commercial, business jet, military and general aviation aircraft, missile and spacecraft markets. The Aerospace Systems Segment provides a full range of systems and components for hydraulic, pneumatic and fuel applications.

Three Months EndedSix Months Ended
December 31,December 31,
20212020*20212020*
Net sales
Diversified Industrial:
North America$1,807,024$1,566,877$3,600,739$3,094,988
International1,399,1791,259,6252,775,6152,388,876
Aerospace Systems618,377585,4031,211,0351,158,581
Total net sales$3,824,580$3,411,905$7,587,389$6,642,445
Segment operating income
Diversified Industrial:
North America$337,417$281,619$671,119$550,452
International291,555220,213582,731407,114
Aerospace Systems114,79690,729233,047177,495
Total segment operating income743,768592,5611,486,8971,135,061
Corporate general and administrative expenses42,58738,72091,65975,455
Income before interest expense and other expense701,181553,8411,395,2381,059,606
Interest expense61,36062,990120,710128,948
Other expense (income)149,497(87,041)212,459(60,408)
Income before income taxes$490,324$577,892$1,062,069$991,066
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

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PARKER-HANNIFIN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts or as otherwise noted)

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms "Company", "Parker", "we" or "us" refer to Parker-Hannifin Corporation and its subsidiaries.

1. Management representation

In the opinion of the management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of December 31, 2021, the results of operations for the three and six months ended December 31, 2021 and 2020 and cash flows for the six months then ended. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2021 Annual Report on Form 10-K.

The future impacts of the novel coronavirus ("COVID-19") pandemic and its residual effects, including economic uncertainty and disruption within the global supply chain, labor markets and aerospace industry, on our business remain uncertain. Therefore, accounting estimates and assumptions may change over time in response to the impacts of COVID-19. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year.

Subsequent Events

The Company has evaluated subsequent events that occurred through the date these financial statements were issued. No subsequent events have occurred that required adjustment to or disclosure in these financial statements.

2. New accounting pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, "Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 as if the acquirer had originated the contracts. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this standard in the second quarter of fiscal 2022. The impact of the new standard on our consolidated financial statements and related disclosures will depend on the magnitude of future acquisitions.

3. Revenue recognition

Revenue is derived primarily from the sale of products in a variety of mobile, industrial and aerospace markets. A majority of the Company’s revenues are recognized at a point in time. However, a portion of the Company’s revenues are recognized over time.

Diversified Industrial Segment revenues by technology platform:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Motion Systems$843,655$720,315$1,672,327$1,377,456
Flow and Process Control1,103,404949,9492,188,8271,874,074
Filtration and Engineered Materials1,259,1441,156,2382,515,2002,232,334
Total$3,206,203$2,826,502$6,376,354$5,483,864

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Aerospace Systems Segment revenues by product platform:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Flight Control Actuation$189,142$167,263$366,495$325,365
Fuel, Inerting and Engine Motion Control138,245136,107260,564255,070
Hydraulics71,57570,845144,916146,763
Engine Components139,469141,264281,077290,301
Airframe and Engine Fluid Conveyance52,34345,186106,37692,548
Other27,60324,73851,60748,534
Total$618,377$585,403$1,211,035$1,158,581

Total Company revenues by geographic region based on the Company's selling operation's location:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
North America$2,421,073$2,147,822$4,806,047$4,243,987
Europe753,171682,9601,515,1411,298,532
Asia Pacific607,190539,9531,175,3241,025,101
Latin America43,14641,17090,87774,825
Total$3,824,580$3,411,905$7,587,389$6,642,445

The majority of revenues from the Aerospace Systems Segment are generated from sales to customers within North America.

Contract balances

Contract assets and contract liabilities are reported on a contract-by-contract basis. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Payments from customers are received based on the terms established in the contract with the customer.

Total contract assets and contract liabilities are as follows:

December 31, 2021June 30, 2021
Contract assets, current (included within Prepaid expenses and other)$20,638$34,190
Contract assets, noncurrent (included within Investments and other assets)1,9441,884
Total contract assets22,58236,074
Contract liabilities, current (included within Other accrued liabilities)(46,313)(51,211)
Contract liabilities, noncurrent (included within Other liabilities)(2,220)(3,080)
Total contract liabilities(48,533)(54,291)
Net contract liabilities$(25,951)$(18,217)

Net contract liabilities at December 31, 2021 increased from the June 30, 2021 amount primarily due to a decrease in contract assets resulting from customer billings, partially offset by a decrease in contract liabilities due to satisfaction of performance obligations. During the six months ended December 31, 2021, approximately $30 million of revenue was recognized that was included in the contract liabilities at June 30, 2021.

Remaining performance obligations

Our backlog represents written firm orders from a customer to deliver products and, in the case of blanket purchase orders, only includes the portion of the order for which a schedule or release has been agreed to with the customer. We believe our backlog represents our unsatisfied or partially unsatisfied performance obligations. Backlog at December 31, 2021 was $7,148 million, of which approximately 87 percent is expected to be recognized as revenue within the next 12 months and the balance thereafter.

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4. Proposed Acquisition

On August 2, 2021, the Company announced that it reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Meggitt plc ("Meggitt") for 800 pence per share (the "Acquisition"), which is approximately £6,256 million based on issued share capital at December 31, 2021.

Meggitt is a leader in design, manufacturing and aftermarket support of technologically differentiated systems and equipment in aerospace, defense and selected energy markets with annual sales of approximately $2.3 billion for the year ended December 31, 2020. We intend to fund the proposed Acquisition with cash and new debt. Refer to Note 14 for further discussion. The proposed Acquisition remains subject to customary closing conditions, including regulatory clearances. Acquisition-related transaction costs totaled $22 million for the six months ended December 31, 2021. These costs are included in selling, general and administrative expenses in the Consolidated Statement of Income.

Restricted Cash

In connection with the proposed Acquisition, we deposited a total of $2,272 million, comprised of cash on hand and net proceeds from the issuance of commercial paper, into an escrow account during the three months ended December 31, 2021. The escrow account is restricted for payments related to the proposed Acquisition. At December 31, 2021, the balance was $2,487 million, which was recorded within prepaid expenses and other in the Consolidated Balance Sheet.

5. Earnings per share

The following table presents a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and six months ended December 31, 2021 and 2020.

Three Months EndedSix Months Ended
December 31,December 31,
20212020*20212020*
Numerator:
Net income attributable to common shareholders$387,600$448,351$838,757$768,154
Denominator:
Basic - weighted average common shares128,493,725129,013,781128,610,223128,860,763
Increase in weighted average common shares from dilutive effect of equity-based awards2,087,9402,061,8741,974,9891,621,801
Diluted - weighted average common shares, assuming exercise of equity-based awards130,581,665131,075,655130,585,212130,482,564
Basic earnings per share$3.02$3.48$6.52$5.96
Diluted earnings per share$2.97$3.42$6.42$5.89
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

For the three months ended December 31, 2021 and 2020, 440,106 and 247,107 common shares subject to equity-based awards, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive. For the six months ended December 31, 2021 and 2020, 330,977 and 636,032 common shares subject to equity-based awards, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

6. Share repurchase program

The Company has a program to repurchase its common shares. On October 22, 2014, the Board of Directors of the Company approved an increase in the overall number of shares authorized for repurchase under the program so that, beginning on such date, the aggregate number of shares authorized for repurchase was 35 million. There is no limitation on the number of shares that can be repurchased in a fiscal year. There is no expiration date for this program. Repurchases may be funded primarily from operating cash flows and commercial paper borrowings and the shares are initially held as treasury shares. During the three months ended December 31, 2021, we repurchased 162,208 shares at an average price, including commissions, of $308.25 per share. During the six months ended December 31, 2021, we repurchased 929,808 shares at an average price, including commissions, of $301.50 per share.

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7. Trade accounts receivable, net

Trade accounts receivable are initially recorded at their net collectible amount and are generally recorded at the time the revenue from the sales transaction is recorded. We evaluate the collectibility of our receivables based on historical experience and current and forecasted economic conditions based on management's judgment. Additionally, receivables are written off to bad debt when management makes a final determination of uncollectibility. Allowance for credit losses was $11 million and $12 million at December 31, 2021 and June 30, 2021, respectively.

8. Non-trade and notes receivable

The non-trade and notes receivable caption in the Consolidated Balance Sheet is comprised of the following components:

December 31, 2021June 30, 2021
Notes receivable$144,917$144,441
Accounts receivable, other169,980181,874
Total$314,897$326,315

9. Inventories

The inventories caption in the Consolidated Balance Sheet is comprised of the following components:

December 31, 2021June 30, 2021
Finished products$801,355$733,744
Work in process1,196,0721,089,976
Raw materials309,879266,922
Total$2,307,306$2,090,642

10. Business realignment and acquisition integration charges

We incurred business realignment and acquisition integration charges in the first six months of fiscal 2022 and 2021. In both the first six months of fiscal 2022 and 2021, business realignment charges included severance costs related to actions taken under the Company's simplification initiative aimed at reducing organizational and process complexity, as well as plant closures. During fiscal 2021, business realignment charges primarily consisted of actions taken to address the impact of COVID-19 on our business. A majority of the business realignment charges were incurred in North America and Europe. We believe the realignment actions will positively impact future results of operations, but will not have a material effect on liquidity and sources and uses of capital.

Business realignment charges presented in the Business Segment Information are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Diversified Industrial$3,047$16,536$6,064$27,108
Aerospace Systems5981,3865955,337
Corporate general and administrative expenses—184—798
Other expense—661—1,225

Workforce reductions in connection with business realignment charges in the Business Segment Information are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Diversified Industrial4829283676
Aerospace Systems5455285
Corporate general and administrative expenses—5—18

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The business realignment charges are presented in the Consolidated Statement of Income as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Cost of sales$1,710$14,183$2,711$26,333
Selling, general and administrative expenses1,9353,9233,9486,910
Other expense (income), net—661—1,225

During the first six months of fiscal 2022, approximately $13 million in payments were made relating to business realignment charges. Remaining payments related to business realignment actions of approximately $8 million, a majority of which are expected to be paid by June 30, 2022, are primarily reflected within the other accrued liabilities caption in the Consolidated Balance Sheet. Additional charges may be recognized in future periods related to the business realignment actions described above, the timing and amount of which are not known at this time.

We also incurred the following acquisition integration charges related to the fiscal 2020 acquisitions of LORD Corporation ("Lord") and Exotic Metals Forming Company ("Exotic"):

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Diversified Industrial$807$3,249$2,009$6,864
Aerospace Systems—343—675

In the first six months of fiscal 2022, these charges were evenly split between cost of sales and selling, general and administrative expenses within the Consolidated Statement of Income. In fiscal 2021, these charges were primarily included in selling, general and administrative expenses within the Consolidated Statement of Income.

11. Equity

Changes in equity for the three months ended December 31, 2021 and 2020 are as follows:

Common StockAdditional CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at September 30, 2021$90,523$358,677$15,233,799$(1,605,490)$(5,586,728)$15,064$8,505,845
Net income387,600129387,729
Other comprehensive income (loss)60,397(47)60,350
Dividends paid ($1.03 per share)(132,635)(132,635)
Stock incentive plan activity(14,365)13,304(1,061)
Liquidation activity(1,948)(1,948)
Shares purchased at cost(50,000)(50,000)
Balance at December 31, 2021$90,523$344,312$15,488,764$(1,545,093)$(5,623,424)$13,198$8,768,280
Common StockAdditional CapitalRetained Earnings*Accumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity*
Balance at September 30, 2020$90,523$428,329$13,850,168$(2,388,472)$(5,339,949)$15,285$6,655,884
Net income448,351191448,542
Other comprehensive income257,966846258,812
Dividends paid ($0.88 per share)(113,686)(113,686)
Stock incentive plan activity(43,280)28,713(14,567)
Balance at December 31, 2020$90,523$385,049$14,184,833$(2,130,506)$(5,311,236)$16,322$7,234,985
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

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Changes in equity for the six months ended December 31, 2021 and 2020 are as follows:

Common StockAdditional CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at June 30, 2021$90,523$329,619$14,915,497$(1,566,727)$(5,370,605)$15,363$8,413,670
Net income838,757435839,192
Other comprehensive income (loss)21,634(586)21,048
Dividends paid ($2.06 per share)(265,490)(66)(265,556)
Stock incentive plan activity14,69327,51542,208
Liquidation activity(1,948)(1,948)
Shares purchased at cost(280,334)(280,334)
Balance at December 31, 2021$90,523$344,312$15,488,764$(1,545,093)$(5,623,424)$13,198$8,768,280
Common StockAdditional CapitalRetained Earnings*Accumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity*
Balance at June 30, 2020$90,523$416,585$13,643,907$(2,558,875)$(5,364,916)$14,546$6,241,770
Net income768,154499768,653
Other comprehensive income428,3691,277429,646
Dividends paid ($1.76 per share)(227,228)(227,228)
Stock incentive plan activity(31,536)53,68022,144
Balance at December 31, 2020$90,523$385,049$14,184,833$(2,130,506)$(5,311,236)$16,322$7,234,985
*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2021 Annual Report on Form 10-K.

Changes in accumulated other comprehensive (loss) in shareholders' equity by component for the six months ended December 31, 2021 and 2020 are as follows:

Foreign Currency Translation AdjustmentRetirement Benefit PlansTotal
Balance at June 30, 2021$(865,865)$(700,862)$(1,566,727)
Other comprehensive (loss) before reclassifications(39,247)—(39,247)
Amounts reclassified from accumulated other comprehensive (loss)—60,88160,881
Balance at December 31, 2021$(905,112)$(639,981)$(1,545,093)
Foreign Currency Translation AdjustmentRetirement Benefit PlansTotal
Balance at June 30, 2020$(1,193,937)$(1,364,938)$(2,558,875)
Other comprehensive income before reclassifications347,233—347,233
Amounts reclassified from accumulated other comprehensive (loss)—81,13681,136
Balance at December 31, 2020$(846,704)$(1,283,802)$(2,130,506)

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Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity for the three and six months ended December 31, 2021 and 2020 are as follows:

Details about Accumulated Other Comprehensive (Loss) ComponentsIncome (Expense) Reclassified from Accumulated Other Comprehensive (Loss)Consolidated Statement of Income Classification
Three Months EndedSix Months Ended
December 31, 2021December 31, 2021
Retirement benefit plans
Amortization of prior service cost and initial net obligation$(1,124)$(2,060)Other expense (income), net
Recognized actuarial loss(41,057)(78,560)Other expense (income), net
Total before tax(42,181)(80,620)
Tax benefit10,32219,739
Net of tax$(31,859)$(60,881)
Details about Accumulated Other Comprehensive (Loss) ComponentsIncome (Expense) Reclassified from Accumulated Other Comprehensive (Loss)Consolidated Statement of Income Classification
Three Months EndedSix Months Ended
December 31, 2020December 31, 2020
Retirement benefit plans
Amortization of prior service cost and initial net obligation$(1,420)$(2,238)Other expense (income), net
Recognized actuarial loss(52,763)(105,028)Other expense (income), net
Total before tax(54,183)(107,266)
Tax benefit13,19926,130
Net of tax$(40,984)$(81,136)

12. Goodwill and intangible assets

The changes in the carrying amount of goodwill for the six months ended December 31, 2021 are as follows:

Diversified Industrial SegmentAerospace Systems SegmentTotal
Balance at June 30, 2021$7,457,309$602,378$8,059,687
Foreign currency translation and other(59,774)(12)(59,786)
Balance at December 31, 2021$7,397,535$602,366$7,999,901

Intangible assets are amortized using the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible assets:

December 31, 2021June 30, 2021
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Patents and technology$997,295$239,347$999,952$216,314
Trademarks756,405346,209762,130331,905
Customer lists and other3,841,7771,666,3093,869,7721,563,838
Total$5,595,477$2,251,865$5,631,854$2,112,057

Total intangible amortization expense for the six months ended December 31, 2021 and 2020 was $159 million and $163 million, respectively. The estimated amortization expense for the five years ending June 30, 2022 through 2026 is $320 million, $304 million, $297 million, $287 million and $282 million, respectively.

Intangible assets are evaluated for impairment whenever events or circumstances indicate that the undiscounted net cash flows to be generated by their use over their expected useful lives and eventual disposition may be less than their net carrying value. No material intangible asset impairments occurred during the six months ended December 31, 2021 and 2020.

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13. Retirement benefits

Net pension benefit expense recognized included the following components:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Service cost$18,699$19,389$39,361$42,199
Interest cost27,55925,75554,98851,172
Expected return on plan assets(67,135)(66,807)(134,463)(133,209)
Amortization of prior service cost1,1221,4462,0562,289
Amortization of net actuarial loss41,08552,82978,616105,160
Amortization of initial net obligation2449
Net pension benefit expense$21,332$32,616$40,562$67,620

During the three months ended December 31, 2021 and 2020, we recognized $0.3 million and $0.4 million, respectively, in expense related to other postretirement benefits. During the six months ended December 31, 2021 and 2020, we recognized $0.6 million and $0.8 million, respectively, in expense related to other postretirement benefits. Components of retirement benefits expense, other than service cost, are included in other expense (income), net in the Consolidated Statement of Income.

14. Debt

In connection with the proposed Acquisition, the Company entered into a bridge credit agreement on August 2, 2021 (the "Bridge Credit Agreement"). Under the Bridge Credit Agreement, the lenders committed to provide senior, unsecured financing in the aggregate principal amount of £6,524 million at August 2, 2021. As permanent financing for the proposed Acquisition is secured, the principal amount of the Bridge Credit Agreement is reduced. At December 31, 2021, the aggregate principal amount was £3,200 million. Any borrowings made under the Bridge Credit Agreement would mature 364 days from the initial funding date. The commitments are intended to be drawn to finance the proposed Acquisition only to the extent that we do not arrange for alternative financing prior to closing. During the six months ended December 31, 2021, we incurred $49 million in financing fees related to the Bridge Credit Agreement, all of which was included in other expense (income), net within the Consolidated Statement of Income.

On August 27, 2021, the Company entered into a credit agreement, which provides for a senior, unsecured delayed-draw term loan facility in an aggregate principal amount of $2,000 million (the “Term Loan Facility”). The proceeds of the Term Loan Facility, if drawn, will be used solely by the Company to finance a portion of the consideration of its proposed Acquisition and would mature in its entirety three years after the initial draw. Additionally, the provisions of the Term Loan Facility allow for prepayments at the Company's discretion.

During the first six months of fiscal 2022, we amended our existing multi-currency credit agreement, increasing its capacity to $3,000 million. During October 2021, we issued $2,126 million of commercial paper to finance the proposed Acquisition. Commercial paper notes outstanding at December 31, 2021 were $1,899 million. There were no outstanding commercial paper notes as of June 30, 2021.

Based on the Company’s rating level at December 31, 2021, the most restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.65 to 1.0. At December 31, 2021, our debt to debt-shareholders' equity ratio was 0.49 to 1.0. We are in compliance, and expect to remain in compliance, with all covenants set forth in the credit agreements and indentures.

15. Income taxes

We file income tax returns in the United States and in various foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. We are open to assessment on our U.S. federal income tax returns by the Internal Revenue Service for fiscal years after 2013, and our state and local returns for fiscal years after 2016. We are also open to assessment for significant foreign jurisdictions for fiscal years after 2011. Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements.

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As of December 31, 2021, we had gross unrecognized tax benefits of $100 million, all of which, if recognized, would impact the effective tax rate. The accrued interest related to the gross unrecognized tax benefits, excluded from the amount above, is $20 million. It is reasonably possible that within the next 12 months the amount of gross unrecognized tax benefits could be reduced by up to approximately $40 million as a result of the revaluation of existing uncertain tax positions arising from developments in the examination process or the closure of tax statutes. Any increase in the amount of gross unrecognized tax benefits within the next 12 months is expected to be insignificant.

16. Financial instruments

Our financial instruments consist primarily of cash and cash equivalents, marketable securities and other investments, accounts receivable and long-term investments, as well as obligations under accounts payable, trade, notes payable and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, accounts receivable, accounts payable, trade and notes payable approximate fair value.

Marketable securities and other investments include deposits and equity investments. Deposits are recorded at cost, and equity investments are recorded at fair value. Changes in fair value related to equity investments are recorded in net income. Unrealized gains and losses related to equity investments were not material as of December 31, 2021 and 2020.

The carrying value of long-term debt, which excludes the impact of net unamortized debt issuance costs, and estimated fair value of long-term debt are as follows:

December 31, 2021June 30, 2021
Carrying value of long-term debt$6,610,659$6,646,029
Estimated fair value of long-term debt7,335,0287,527,268

The fair value of long-term debt is classified within level 2 of the fair value hierarchy.

We utilize derivative and non-derivative financial instruments, including forward exchange contracts, costless collar contracts, cross-currency swap contracts and certain foreign denominated debt designated as net investment hedges, to manage foreign currency transaction and translation risk. The derivative financial instrument contracts are with major investment grade financial institutions, and we do not anticipate any material non-performance by any of the counterparties. We do not hold or issue derivative financial instruments for trading purposes.

The Company’s €700 million aggregate principal amount of Senior Notes due 2025 have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries. The translation of the Senior Notes due 2025 into U.S. dollars is recorded in accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or substantially liquidated.

In connection with the proposed Acquisition, the Company entered into deal-contingent forward contracts during October 2021 to mitigate the risk of appreciation in the GBP-denominated purchase price. The deal-contingent forward contracts have an aggregate notional amount of £6,415 million, and settlement is contingent upon closing the proposed Acquisition.

Derivative financial instruments are recognized on the Consolidated Balance Sheet as either assets or liabilities and are measured at fair value.

The location and fair value of derivative financial instruments reported in the Consolidated Balance Sheet are as follows:

Balance Sheet CaptionDecember 31, 2021June 30, 2021
Net investment hedges
Cross-currency swap contractsInvestments and other assets$625$—
Cross-currency swap contractsOther liabilities32,83171,798
Cash flow hedges
Forward exchange contractsNon-trade and notes receivable16,6245,376
Forward exchange contractsOther accrued liabilities3,2239,435
Deal-contingent forward contractsOther accrued liabilities149,382—
Costless collar contractsNon-trade and notes receivable605110
Costless collar contractsOther accrued liabilities3,036901

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The cross-currency swap, forward exchange, deal-contingent forward and costless collar contracts are reflected on a gross basis in the Consolidated Balance Sheet. We have not entered into any master netting arrangements.

The cross-currency swap contracts have been designated as hedging instruments. The forward exchange, deal-contingent forward and costless collar contracts have not been designated as hedging instruments and are considered to be economic hedges of forecasted transactions.

The forward exchange and costless collar contracts are adjusted to fair value by recording gains and losses through the cost of sales caption in the Consolidated Statement of Income. The deal-contingent forward contracts are adjusted to fair value by recording gains and losses through the other expense (income), net caption in the Consolidated Statement of Income.

Derivatives designated as hedges are adjusted to fair value by recording gains and losses through accumulated other comprehensive (loss) on the Consolidated Balance Sheet until the hedged item is recognized in earnings. We assess the effectiveness of the €69 million, €290 million and ¥2,149 million cross-currency swap hedging instruments using the spot method. Under this method, the periodic interest settlements are recognized directly in earnings through interest expense.

Net gains of $18 million and $4 million relating to forward exchange contracts were recorded during the three months ended December 31, 2021 and 2020, respectively. Net gains of $23 million and $24 million relating to forward exchange contracts were recorded during the six months ended December 31, 2021 and 2020, respectively. Net (losses) related to the deal-contingent forward contracts were $(149) million for both the three and six months ended December 31, 2021. All other gains or losses on derivative financial instruments recorded in the Consolidated Statement of Income for the three and six months ended December 31, 2021 and 2020 were not material.

Gains (losses) on derivative and non-derivative financial instruments that were recorded in accumulated other comprehensive (loss) on the Consolidated Balance Sheet are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2021202020212020
Cross-currency swap contracts$16,945$(21,729)$29,317$(38,863)
Foreign denominated debt10,785(26,109)25,649(51,836)

During the six months ended December 31, 2021 and 2020, the periodic interest settlements related to the cross-currency swaps were not material.

A summary of financial assets and liabilities that were measured at fair value on a recurring basis at December 31, 2021 and June 30, 2021 are as follows:

Quoted PricesSignificant OtherSignificant
FairIn ActiveObservableUnobservable
Value atMarketsInputsInputs
December 31, 2021(Level 1)(Level 2)(Level 3)
Assets:
Equity securities$24,871$24,871$—$—
Derivatives17,854—17,854—
Liabilities:
Derivatives188,472—188,472—
Quoted PricesSignificant OtherSignificant
FairIn ActiveObservableUnobservable
Value atMarketsInputsInputs
June 30, 2021(Level 1)(Level 2)(Level 3)
Assets:
Equity securities$20,517$20,517$—$—
Derivatives5,486—5,486—
Liabilities:
Derivatives82,134—82,134—

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The fair values of the equity securities are determined using the closing market price reported in the active market in which the fund is traded.

Derivatives consist of forward exchange, deal-contingent forward, costless collar and cross-currency swap contracts, the fair values of which are calculated using market observable inputs including both spot and forward prices for the same underlying currencies. The calculation of the fair value of the cross-currency swap contracts also utilizes a present value cash flow model that has been adjusted to reflect the credit risk of either the Company or the counterparty.

The primary investment objective for all investments is the preservation of principal and liquidity while earning income.

There are no other financial assets or financial liabilities that are marked to market on a recurring basis.

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PARKER-HANNIFIN CORPORATION

FORM 10-Q

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