Item 1. FINANCIAL STATEMENTS

80K characters. Original on sec.gov · Markdown

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,
2024202320242023
Net sales$4,742,593$4,820,947$9,646,577$9,668,435
Cost of sales3,022,2293,101,9626,119,9486,199,311
Selling, general and administrative expenses782,421806,8021,631,2101,680,493
Interest expense100,802129,029213,893263,497
Other income, net(328,716)(85,011)(359,517)(163,466)
Income before income taxes1,165,857868,1652,041,0431,688,600
Income taxes217,208186,108393,866355,471
Net income948,649682,0571,647,1771,333,129
Less: Noncontrolling interest in subsidiaries' earnings107206215451
Net income attributable to common shareholders$948,542$681,851$1,646,962$1,332,678
Earnings per share attributable to common shareholders:
Basic$7.37$5.31$12.80$10.38
Diluted$7.25$5.23$12.60$10.23

See accompanying notes to consolidated financial statements.

- 2 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Net income$948,649$682,057$1,647,177$1,333,129
Less: Noncontrolling interests in subsidiaries' earnings107206215451
Net income attributable to common shareholders948,542681,8511,646,9621,332,678
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment(449,152)272,235(104,606)49,703
Retirement benefits plan activity3,4101,9116,8612,729
Other comprehensive (loss) income(445,742)274,146(97,745)52,432
Less: Other comprehensive (loss) income for noncontrolling interests(1,048)415(628)776
Other comprehensive (loss) income attributable to common shareholders(444,694)273,731(97,117)51,656
Total comprehensive income attributable to common shareholders$503,848$955,582$1,549,845$1,384,334

See accompanying notes to consolidated financial statements.

- 3 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

(Unaudited)

December 31, 2024June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents$395,507$422,027
Trade accounts receivable, net2,445,8452,865,546
Non-trade and notes receivable304,829331,429
Inventories2,806,9832,786,800
Prepaid expenses246,467252,618
Other current assets148,831140,204
Total current assets6,348,4626,798,624
Property, plant and equipment7,039,8837,074,574
Less: Accumulated depreciation4,238,8914,198,906
Property, plant and equipment, net2,800,9922,875,668
Deferred income taxes87,40092,704
Investments and other assets1,232,6361,207,232
Intangible assets, net7,444,6707,816,181
Goodwill10,357,30310,507,433
Total assets$28,271,463$29,297,842
LIABILITIES
Current liabilities:
Notes payable and long-term debt payable within one year$2,373,286$3,403,065
Accounts payable, trade1,794,8841,991,639
Accrued payrolls and other compensation420,477581,251
Accrued domestic and foreign taxes364,143354,659
Other accrued liabilities1,034,501982,695
Total current liabilities5,987,2917,313,309
Long-term debt6,667,9557,157,034
Pensions and other postretirement benefits409,873437,490
Deferred income taxes1,394,8821,583,923
Other liabilities684,401725,193
Total liabilities15,144,40217,216,949
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 paid-in capital244,191264,508
Retained earnings20,331,50019,104,599
Accumulated other comprehensive (loss)(1,535,129)(1,438,012)
Treasury shares, at cost; 52,281,285 shares at December 31 and 52,442,162 shares at June 30(6,012,532)(5,949,646)
Total shareholders’ equity13,118,55312,071,972
Noncontrolling interests8,5088,921
Total equity13,127,06112,080,893
Total liabilities and equity$28,271,463$29,297,842

See accompanying notes to consolidated financial statements.

- 4 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Six Months Ended
December 31,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$1,647,177$1,333,129
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation176,622170,618
Amortization278,247297,547
Stock incentive plan compensation106,472108,061
Deferred income taxes50,150(81,592)
Foreign currency transaction loss (gain)5,203(15,932)
(Gain) loss on property, plant and equipment and intangible assets(6,975)5,097
Gain on sale of businesses(250,373)(25,964)
Other, net6,23111,193
Changes in assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable, net362,306213,436
Inventories(138,280)(170,032)
Prepaid expenses3,35215,779
Other current assets(4,524)1,865
Other assets(52,803)(65,395)
Accounts payable, trade(153,045)(86,208)
Accrued payrolls and other compensation(145,422)(180,888)
Accrued domestic and foreign taxes11,417(76,294)
Other accrued liabilities(158,832)3,132
Pensions and other postretirement benefits(16,601)(64,493)
Other liabilities(41,589)(41,072)
Net cash provided by operating activities1,678,7331,351,987
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures(216,493)(204,117)
Proceeds from sale of property, plant and equipment13,2591,360
Proceeds from sale of businesses622,18274,595
Other, net(6,941)(2,954)
Net cash provided by (used in) investing activities412,007(131,116)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options2,6361,928
Payments for common shares(192,317)(138,322)
Acquisition of noncontrolling interests—(2,883)
Payments for notes payable, net(505,447)(584,207)
Proceeds from long-term borrowings11,83911,839
Payments for long-term borrowings(1,000,876)(212,479)
Dividends paid(420,061)(381,115)
Net cash used in financing activities(2,104,226)(1,305,239)
Effect of exchange rate changes on cash(13,034)(7,999)
Net decrease in cash and cash equivalents(26,520)(92,367)
Cash and cash equivalents at beginning of year422,027475,182
Cash and cash equivalents at end of period$395,507$382,815

See accompanying notes to consolidated financial statements.

- 5 -

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, 2024, the results of operations for the three and six months ended December 31, 2024 and 2023 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 2024 Annual Report on Form 10-K.

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 November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires expanded interim and annual disclosures of expense information, including the amounts of inventory purchases, employee compensation, depreciation, amortization and depletion within commonly presented expense captions during the period. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which enhances the disclosure requirements for income taxes primarily related to the rate reconciliation and income taxes paid information. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendment should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on the Company's disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We plan to adopt the standard beginning with our fiscal 2025 Form 10-K. We expect this ASU to result in expanded disclosure of segment financial information with no impact on our financial position and results of operations.

In September 2022, the FASB issued ASU 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations," which requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs, including the outstanding amount under the program, the balance sheet presentation of the outstanding amount, and a rollforward of the obligations in the program. This ASU should be adopted retrospectively for each balance sheet period presented; however, the rollforward information should be provided prospectively. The Company adopted the guidance on July 1, 2023, except for the annual rollforward requirement, which was adopted on July 1, 2024, and will be presented in the Company's Annual Report on Form 10-K for fiscal 2025. The adoption did not have a material impact on the Company's condensed consolidated financial statements. Refer to Note 10 for further discussion.

- 6 -

3. Revenue recognition

Revenue is derived primarily from the sale of products in the aerospace and defense, in-plant and industrial equipment, transportation, off-highway, energy and HVAC and refrigeration markets. A majority of the Company’s revenues are recognized at a point in time. However, a portion of the Company’s revenues are recognized over time.

Diversified Industrial Segment revenues by technology platform:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Motion Systems$804,462$917,966$1,653,011$1,860,280
Flow and Process Control1,059,6141,122,4002,185,2482,303,861
Filtration and Engineered Materials1,388,7301,474,1072,870,7052,968,860
Total$3,252,806$3,514,473$6,708,964$7,133,001

Aerospace Systems Segment revenues by market segment:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Commercial original equipment manufacturer ("OEM")$448,138$424,768$881,373$843,384
Commercial aftermarket530,760437,7621,051,589828,968
Defense OEM284,834263,313547,125526,378
Defense aftermarket226,055180,631457,526336,704
Total$1,489,787$1,306,474$2,937,613$2,535,434

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

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
North America$3,197,751$3,234,158$6,531,411$6,527,249
Europe897,832947,5841,832,4121,889,299
Asia Pacific596,007583,9201,175,9181,138,325
Latin America51,00355,285106,836113,562
Total$4,742,593$4,820,947$9,646,577$9,668,435

The majority of revenues from the Aerospace Systems Segment are generated from sales 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.

- 7 -

Total contract assets and contract liabilities are as follows:

December 31, 2024June 30, 2024
Contract assets, current (included within Other current assets)$137,877$136,814
Contract assets, noncurrent (included within Investments and other assets)16,55221,063
Total contract assets154,429157,877
Contract liabilities, current (included within Other accrued liabilities)(187,997)(183,868)
Contract liabilities, noncurrent (included within Other liabilities)(81,864)(77,957)
Total contract liabilities(269,861)(261,825)
Net contract liabilities$(115,432)$(103,948)

Net contract liabilities at December 31, 2024 increased from the June 30, 2024 amount primarily due to timing differences between when revenue was recognized and the receipt of advance payments. During the six months ended December 31, 2024, approximately $125 million of revenue was recognized that was included in the contract liabilities at June 30, 2024.

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, 2024 was $10.5 billion, of which approximately 74 percent is expected to be recognized as revenue within the next 12 months and the balance thereafter.

4. Divestitures

We continually assess our existing businesses and may divest those that are not considered to be a good long-term strategic fit for the Company.

During November 2024, we divested our composites and fuel containment ("CFC") business within the North America businesses of the Diversified Industrial Segment, which was acquired in the acquisition of Meggitt plc ("Meggitt"), for net proceeds of $555 million. The resulting pre-tax gain of $238 million is included in other income, net in the Consolidated Statement of Income. The operating results and net assets of this business were immaterial to the Company's consolidated results of operations and financial position.

During November 2024, we divested a non-core filtration business within the North America businesses of the Diversified Industrial Segment for proceeds of $66 million. The resulting pre-tax gain of $11 million is included in other income, net in the Consolidated Statement of Income. The operating results and net assets of this business were immaterial to the Company's consolidated results of operations and financial position.

During December 2023, we divested our Filter Resources business, which was part of the Diversified Industrial Segment, for proceeds of $37 million. The resulting pre-tax gain of $12 million is included in other income, net in the Consolidated Statement of Income. The operating results and net assets of the Filter Resources business were immaterial to the Company's consolidated results of operations and financial position.

During September 2023, we divested the MicroStrain sensing systems business, which was part of the Diversified Industrial Segment, for proceeds of $37 million. The resulting pre-tax gain of $13 million is included in other income, net in the Consolidated Statement of Income. The operating results and net assets of the MicroStrain sensing systems business were immaterial to the Company's consolidated results of operations and financial position.

- 8 -

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, 2024 and 2023.

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Numerator:
Net income attributable to common shareholders$948,542$681,851$1,646,962$1,332,678
Denominator:
Basic - weighted average common shares128,752,836128,426,247128,707,962128,449,398
Increase in weighted average common shares from dilutive effect of equity-based awards2,005,9721,941,1042,008,5201,864,928
Diluted - weighted average common shares, assuming exercise of equity-based awards130,758,808130,367,351130,716,482130,314,326
Basic earnings per share$7.37$5.31$12.80$10.38
Diluted earnings per share$7.25$5.23$12.60$10.23

For the three months ended December 31, 2024 and 2023, 180,043 and 458,864 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, 2024 and 2023, 262,527 and 344,226 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, 2024, we repurchased 75,764 shares at an average price, including commissions, of $659.94 per share. During the six months ended December 31, 2024, we repurchased 164,585 shares at an average price, including commissions, of $607.59 per share.

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 $12 million and $21 million at December 31, 2024 and June 30, 2024, 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, 2024June 30, 2024
Notes receivable$90,643$93,114
Accounts receivable, other214,186238,315
Total$304,829$331,429

- 9 -

9. Inventories

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

December 31, 2024June 30, 2024
Finished products$784,543$777,775
Work in process1,461,2271,421,104
Raw materials561,213587,921
Total$2,806,983$2,786,800

10. Supply chain financing

We have supply chain financing ("SCF") programs with financial intermediaries, which provide certain suppliers the option to be paid by the financial intermediaries earlier than the due date on the applicable invoice. We are not a party to the agreements between the participating financial intermediaries and the suppliers in connection with the programs. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the SCF programs. We do not reimburse suppliers for any costs they incur for participation in the SCF programs and their participation is voluntary.

Amounts due to our suppliers that elected to participate in the SCF programs are included in accounts payable, trade on the Consolidated Balance Sheet and payments made under the SCF programs are included within operating activities on the Consolidated Statement of Cash Flows. Accounts payable, trade included approximately $119 million and $116 million payable to suppliers who have elected to participate in the SCF programs as of December 31, 2024 and June 30, 2024, respectively. The amounts settled through the SCF programs and paid to the participating financial intermediaries totaled $215 million and $140 million during the first six months of fiscal 2025 and 2024, respectively.

11. Business realignment and acquisition integration charges

We incurred business realignment and acquisition integration charges in the first six months of fiscal 2025 and 2024, which included severance costs related to actions taken under the Company's simplification initiative aimed at reducing organizational and process complexity, as well as plant closures. In both fiscal 2025 and 2024, a majority of the business realignment charges were incurred in Europe. We believe the realignment actions will positively impact future results of operations, but will not have a material effect on liquidity and sources and uses of capital.

Business realignment charges by business segment are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Diversified Industrial$19,343$13,285$28,243$25,924
Aerospace Systems386(123)394330
Corporate general and administrative expenses575—575—
Other expense, net5511,1921,1491,192

Reductions to our workforce made in connection with such business realignment charges by business segment are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Diversified Industrial393190720515
Aerospace Systems16—162
Corporate general and administrative expenses14—14—

- 10 -

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

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Cost of sales$10,590$8,467$16,030$15,451
Selling, general and administrative expenses9,7144,69513,18210,803
Other income, net5511,1921,1491,192

During the first six months of fiscal 2025, approximately $22 million in payments were made relating to business realignment charges. Remaining payments related to business realignment actions of approximately $21 million, a majority of which are expected to be paid by September 30, 2025, are primarily reflected within the accrued payrolls and other compensation and other accrued liabilities captions in the Consolidated Balance Sheet. Additional charges may be recognized in future periods related to the business realignment actions described above, the timing and amount of which are not known at this time.

We also incurred the following acquisition integration charges:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Diversified Industrial$627$871$1,405$2,010
Aerospace Systems6,2669,14311,89914,410

Charges incurred in fiscal 2025 and 2024 relate to the acquisition of Meggitt. In both fiscal 2025 and 2024, these charges were primarily included in selling, general and administrative expenses ("SG&A") within the Consolidated Statement of Income.

12. Equity

Changes in equity for the three months ended December 31, 2024 and 2023 are as follows:

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at September 30, 2024$90,523$275,019$19,593,082$(1,090,435)$(5,976,289)$9,449$12,901,349
Net income948,542107948,649
Other comprehensive loss(444,694)(1,048)(445,742)
Dividends paid ($1.63 per share)(210,124)(210,124)
Stock incentive plan activity(30,828)13,757(17,071)
Shares purchased at cost(50,000)(50,000)
Balance at December 31, 2024$90,523$244,191$20,331,500$(1,535,129)$(6,012,532)$8,508$13,127,061
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at September 30, 2023$90,523$337,162$17,501,909$(1,514,947)$(5,849,265)$9,568$10,574,950
Net income681,851206682,057
Other comprehensive income273,731415274,146
Dividends paid ($1.48 per share)(190,307)(388)(190,695)
Stock incentive plan activity15,6556,26521,920
Shares purchased at cost(49,999)(49,999)
Balance at December 31, 2023$90,523$352,817$17,993,453$(1,241,216)$(5,892,999)$9,801$11,312,379

- 11 -

Changes in equity for the six months ended December 31, 2024 and 2023 are as follows:

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at June 30, 2024$90,523$264,508$19,104,599$(1,438,012)$(5,949,646)$8,921$12,080,893
Net income1,646,9622151,647,177
Other comprehensive loss(97,117)(628)(97,745)
Dividends paid ($3.26 per share)(420,061)(420,061)
Stock incentive plan activity(20,317)37,11316,796
Shares purchased at cost(99,999)(99,999)
Balance at December 31, 2024$90,523$244,191$20,331,500$(1,535,129)$(6,012,532)$8,508$13,127,061
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury SharesNoncontrolling InterestsTotal Equity
Balance at June 30, 2023$90,523$305,522$17,041,502$(1,292,872)$(5,817,787)$11,391$10,338,279
Net income1,332,6784511,333,129
Other comprehensive income51,65677652,432
Dividends paid ($2.96 per share)(380,727)(388)(381,115)
Stock incentive plan activity46,88024,78771,667
Acquisition activity415(2,429)(2,014)
Shares purchased at cost(99,999)(99,999)
Balance at December 31, 2023$90,523$352,817$17,993,453$(1,241,216)$(5,892,999)$9,801$11,312,379

Changes in accumulated other comprehensive (loss) in shareholders' equity by component for the six months ended December 31, 2024 and 2023 are as follows:

Foreign Currency Translation AdjustmentRetirement Benefit PlansTotal
Balance at June 30, 2024$(1,129,997)$(308,015)$(1,438,012)
Other comprehensive (loss) before reclassifications(103,978)—(103,978)
Amounts reclassified from accumulated other comprehensive (loss)—6,8616,861
Balance at December 31, 2024$(1,233,975)$(301,154)$(1,535,129)
Foreign Currency Translation AdjustmentRetirement Benefit PlansTotal
Balance at June 30, 2023$(962,044)$(330,828)$(1,292,872)
Other comprehensive income before reclassifications48,927—48,927
Amounts reclassified from accumulated other comprehensive (loss)—2,7292,729
Balance at December 31, 2023$(913,117)$(328,099)$(1,241,216)

- 12 -

Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity for the six months ended December 31, 2024 and 2023 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, 2024December 31, 2024
Retirement benefit plans
Amortization of prior service cost and initial net obligation$(826)$(1,653)Other income, net
Recognized actuarial loss(3,747)(7,551)Other income, net
Total before tax(4,573)(9,204)
Tax benefit1,1632,343
Net of tax$(3,410)$(6,861)
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, 2023December 31, 2023
Retirement benefit plans
Amortization of prior service cost and initial net obligation$(334)$(636)Other income, net
Recognized actuarial loss(2,309)(3,101)Other income, net
Total before tax(2,643)(3,737)
Tax benefit7321,008
Net of tax$(1,911)$(2,729)

13. Goodwill and intangible assets

The changes in the carrying amount of goodwill for the six months ended December 31, 2024 are as follows:

Diversified Industrial SegmentAerospace Systems SegmentTotal
Balance at June 30, 2024$7,607,429$2,900,004$10,507,433
Divestitures(89,549)—(89,549)
Foreign currency translation(50,556)(10,025)(60,581)
Balance at December 31, 2024$7,467,324$2,889,979$10,357,303

Divestitures relate to both CFC and a non-core filtration business. Refer to Note 4 for further discussion.

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, 2024June 30, 2024
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Patents and technology$2,086,865$497,399$2,116,999$451,908
Trade names1,009,053459,1861,041,633441,382
Customer relationships and other7,957,8162,652,4798,044,2082,493,369
Total$11,053,734$3,609,064$11,202,840$3,386,659

Total intangible asset amortization expense for the six months ended December 31, 2024 and 2023 was $278 million and $298 million, respectively. The estimated amortization expense for the five years ending June 30, 2025 through 2029 is $550 million, $547 million, $539 million, $532 million and $506 million, respectively.

- 13 -

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, 2024 and 2023.

14. Retirement benefits

Net pension (benefit) expense recognized included the following components:

U.S. Pension BenefitsNon-U.S. Pension Benefits
Three Months EndedThree Months Ended
December 31,December 31,
2024202320242023
Service cost$6,973$6,747$5,440$5,673
Interest cost46,01347,72618,60419,826
Expected return on plan assets(61,244)(64,383)(21,250)(23,850)
Amortization of prior service cost7622436491
Amortization of net actuarial loss2,5781,2071,6141,586
Net pension (benefit) expense$(4,918)$(8,460)$4,472$3,326

We recognized $0.5 million and $0.4 million in expense related to other postretirement benefits during the three months ended December 31, 2024 and 2023, respectively.

U.S. Pension BenefitsNon-U.S. Pension Benefits
Six Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Service cost$13,946$14,651$11,081$11,296
Interest cost92,02694,75237,80639,681
Expected return on plan assets(122,487)(128,765)(43,179)(47,716)
Amortization of prior service cost1,525454128182
Amortization of net actuarial loss5,1558033,2863,172
Net pension (benefit) expense$(9,835)$(18,105)$9,122$6,615

During the six months ended December 31, 2024 and 2023, we recognized $1.0 million and $1.1 million, respectively, in expense related to other postretirement benefits.

Components of retirement benefits expense, other than service cost, are included in other income, net in the Consolidated Statement of Income.

15. Debt

Our debt portfolio included a term loan facility (the “Term Loan Facility”). During the six months ended December 31, 2024, we repaid the remaining principal balance of $490 million of the Term Loan Facility. Additionally, we repaid the $500 million aggregate principal amount of fixed rate medium-term notes bearing interest of 3.3 percent upon maturity in November 2024. Refer to the Company’s 2024 Annual Report on Form 10-K for further discussion.

Commercial paper notes outstanding at December 31, 2024 and June 30, 2024 were $1.6 billion and $2.1 billion, respectively.

Based on the Company’s rating level at December 31, 2024, 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, 2024, our debt to debt-shareholders' equity ratio was 0.41 to 1.0. We are in compliance, and expect to remain in compliance, with all covenants set forth in the credit agreement and indentures governing certain debt securities.

16. Income taxes

In December 2021, the Organization for Economic Cooperation and Development ("OECD") published a framework, known as Pillar Two, defining a global minimum tax of 15 percent on large corporations. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Several countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal effective for years

- 14 -

beginning after December 31, 2023, which for us is fiscal year 2025. Pillar Two does not currently have a significant impact on our consolidated financial statements. Future legislation and guidance may result in a change to our assessment.

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. As of December 31, 2024, we had gross unrecognized tax benefits of $89 million, all of which, if recognized, would impact the effective tax rate. The accrued interest and accrued penalties related to the gross unrecognized tax benefits, excluded from the amount above, is $25 million and $2 million, respectively. 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.

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.

17. Financial instruments

Our financial instruments consist primarily of cash and cash equivalents, 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.

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, 2024June 30, 2024
Carrying value of long-term debt$7,451,244$8,469,739
Estimated fair value of long-term debt6,961,6367,884,556

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, cross-currency swap contracts and certain foreign currency 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 effect of translating the Senior Notes due 2025 into U.S. dollars is recorded in accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or substantially liquidated.

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, 2024June 30, 2024
Net investment hedges
Cross-currency swap contractsInvestments and other assets$13,143$16,325
Cross-currency swap contractsOther liabilities199208
Other derivative contracts
Forward exchange contractsNon-trade and notes receivable19,9977,625
Forward exchange contractsOther accrued liabilities1,85872

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

- 15 -

The €69 million, €290 million and ¥2.1 billion of cross-currency swap contracts have been designated as hedging instruments. The forward exchange contracts have not been designated as hedging instruments and are considered to be economic hedges of forecasted transactions.

The forward exchange contracts are adjusted to fair value by recording gains and losses in other income, net in the Consolidated Statement of Income.

Derivatives designated as hedges are adjusted to fair value by recording gains and losses through accumulated other comprehensive (loss) on the Consolidated Balance Sheet until the hedged item is recognized in earnings. We assess the effectiveness of the €69 million, €290 million and ¥2.1 billion of cross-currency swap contracts designated as hedging instruments using the spot method. Under this method, the periodic interest settlements are recognized directly in earnings through interest expense.

Gains (losses) on derivative financial instruments that were recorded in the Consolidated Statement of Income are as follows:

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Forward exchange contracts$38,876$(2,249)$25,986$(1,813)

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,
2024202320242023
Cross-currency swap contracts$7,560$(17,900)$(2,201)$(15,317)
Foreign currency denominated debt41,287(24,580)18,984(6,701)

During the six months ended December 31, 2024 and 2023, the periodic interest settlements related to the cross-currency swap contracts were not material.

A summary of financial assets and liabilities that were measured at fair value on a recurring basis at December 31, 2024 and June 30, 2024 are as follows:

Quoted PricesSignificant OtherSignificant
FairIn ActiveObservableUnobservable
Value atMarketsInputsInputs
December 31, 2024(Level 1)(Level 2)(Level 3)
Assets:
Derivatives$33,140$—$33,140$—
Liabilities:
Derivatives2,057—2,057—
Quoted PricesSignificant OtherSignificant
FairIn ActiveObservableUnobservable
Value atMarketsInputsInputs
June 30, 2024(Level 1)(Level 2)(Level 3)
Assets:
Derivatives$23,950$—$23,950$—
Liabilities:
Derivatives280—280—

Derivatives consist of forward exchange and cross-currency swap contracts, the fair values of which are calculated using market observable inputs including both spot and forward prices for the same underlying currencies. The calculation of the fair value of the cross-currency swap contracts also utilizes a present value cash flow model.

The primary investment objective for all derivatives is to manage foreign currency transaction and translation risk.

- 16 -

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

18. Business segment information

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

Diversified Industrial - This segment is an aggregation of several business units that design, manufacture, and provide aftermarket support for highly engineered solutions that create value for customers primarily in aerospace and defense, in-plant and industrial equipment, transportation, off-highway, energy, and HVAC and refrigeration markets around the world. Diversified Industrial Segment products are marketed direct to OEMs and independent distributors through field sales employees.

Aerospace Systems - This segment designs, manufactures, and provides aftermarket support for highly engineered airframe and engine solutions for both OEMs and end users. Our components and systems are utilized across commercial transport, defense fixed wing, business jets, regional transport, helicopter and energy applications. Aerospace Systems Segment products are marketed by field sales employees and are sold directly to manufacturers and end users.

Three Months EndedSix Months Ended
December 31,December 31,
2024202320242023
Net sales
Diversified Industrial$3,252,806$3,514,473$6,708,964$7,133,001
Aerospace Systems1,489,7871,306,4742,937,6132,535,434
Total net sales$4,742,593$4,820,947$9,646,577$9,668,435
Segment operating income
Diversified Industrial$710,562$752,334$1,494,108$1,559,088
Aerospace Systems338,184263,112661,170489,372
Total segment operating income1,048,7461,015,4462,155,2782,048,460
Corporate general and administrative expenses56,26449,902105,058105,558
Income before interest expense and other income, net992,482965,5442,050,2201,942,902
Interest expense100,802129,029213,893263,497
Other income, net(274,177)(31,650)(204,716)(9,195)
Income before income taxes$1,165,857$868,165$2,041,043$1,688,600

19. Other income, net

The table below includes the components of other income, net in the Consolidated Statement of Income:

Three Months EndedSix Months Ended
December 31,December 31,
Expense (income)2024202320242023
Foreign currency transaction (gain) loss$(31,467)$(13,921)$5,203$(15,932)
Income related to equity method investments(38,853)(36,544)(76,970)(74,655)
Non-service components of retirement benefit cost(12,434)(16,987)(24,646)(35,473)
Gain on disposal of assets and divestitures(248,613)(8,941)(257,348)(20,867)
Interest income(2,431)(1,880)(5,248)(5,540)
Other items, net5,082(6,738)(508)(10,999)
$(328,716)$(85,011)$(359,517)$(163,466)

- 17 -

Equity method investments consist of investments in joint-venture companies in which ownership is 50 percent or less and in which the Company does not have operating control. During the six months ended December 31, 2024 and 2023, we received cash dividends from equity method investments of $73 million and $71 million, respectively. Sales to and services performed for equity method investments totaled $23 million and $17 million for the three months ended December 31, 2024 and 2023, respectively, and $43 million and $33 million for the six months ended December 31, 2024 and 2023, respectively.

For further discussion of the gain on disposal of assets and divestitures and non-service components of retirement benefit cost refer to Notes 4 and 14, respectively.

- 18 -

PARKER-HANNIFIN CORPORATION

FORM 10-Q

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF