Item 1. FINANCIAL STATEMENTS

87K characters. Original on sec.gov · Markdown

Item 1. FINANCIAL STATEMENTS

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Net sales$5,486$4,960$15,744$14,607
Cost of sales3,4693,1309,8899,250
Selling, general and administrative expenses8847852,5942,416
Interest expense9996306310
Other expense (income), net(85)(46)(268)(405)
Income before income taxes1,1199953,2233,036
Income taxes21533666427
Net income9049622,5572,609
Less: Noncontrolling interest in subsidiaries' earnings—1—1
Net income attributable to common shareholders$904$961$2,557$2,608
Earnings per share attributable to common shareholders:
Basic$7.16$7.48$20.24$20.28
Diluted$7.06$7.37$19.95$19.97

See accompanying notes to consolidated financial statements.

- 2 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Net income$904$962$2,557$2,609
Less: Noncontrolling interests in subsidiaries' earnings—1—1
Net income attributable to common shareholders9049612,5572,608
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment and other(82)168(108)63
Retirement benefits plan activity531110
Other comprehensive income (loss)(77)171(97)73
Less: Other comprehensive loss for noncontrolling interests———(1)
Other comprehensive income (loss) attributable to common shareholders(77)171(97)74
Total comprehensive income attributable to common shareholders$827$1,132$2,460$2,682

See accompanying notes to consolidated financial statements.

- 3 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except par value)

(Unaudited)

March 31, 2026June 30, 2025
Assets
Current assets:
Cash and cash equivalents$476$467
Trade accounts receivable, net of allowances of $8 and $103,1612,910
Non-trade and notes receivable307318
Inventories3,1792,839
Prepaid expenses292263
Other current assets193153
Total current assets7,6086,950
Property, plant and equipment, net of accumulated depreciation of $4,609 and $4,4802,9592,937
Deferred income taxes267270
Other long-term assets1,3241,269
Intangible assets, net7,4257,374
Goodwill11,09610,694
Total assets$30,679$29,494
Liabilities and Equity
Current liabilities:
Notes payable and long-term debt payable within one year$2,813$1,791
Accounts payable, trade2,2962,126
Accrued payrolls and other compensation560587
Accrued domestic and foreign taxes233382
Other current liabilities835933
Total current liabilities6,7375,819
Long-term debt6,7697,494
Pensions and other postretirement benefits233267
Deferred income taxes1,6061,490
Other long-term liabilities717733
Total liabilities16,06215,803
Shareholders’ equity:
Serial preferred stock, $.50 par value; authorized 3.0 shares; none issued——
Common stock, $.50 par value; authorized 600.0 shares; issued 181.0 shares9191
Additional paid-in capital824194
Retained earnings23,64921,775
Accumulated other comprehensive loss(980)(883)
Treasury shares, at cost; 55.0 shares and 54.4 shares(8,975)(7,495)
Total shareholders’ equity14,60913,682
Noncontrolling interests89
Total equity14,61713,691
Total liabilities and equity$30,679$29,494

See accompanying notes to consolidated financial statements.

- 4 -

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended
March 31,
20262025
Cash flows from operating activities
Net income$2,557$2,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation264263
Amortization436414
Stock-based compensation expense145130
Deferred income taxes(7)(254)
Gain on sale of businesses(1)(253)
Other, net(37)17
Changes in assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable, net(169)15
Inventories(279)(130)
Prepaid expenses(24)(2)
Other current assets(44)(23)
Other long-term assets(46)(7)
Accounts payable, trade14713
Accrued payrolls and other compensation(37)(98)
Other current liabilities(237)(310)
Pensions and other postretirement benefits(27)(34)
Other long-term liabilities(13)(41)
Net cash provided by operating activities2,6282,309
Cash flows from investing activities
Acquisitions, net of cash acquired(1,014)—
Capital expenditures(286)(304)
Proceeds from sale of property, plant and equipment3732
Proceeds from sale of businesses1623
Other, net23(6)
Net cash (used in) provided by investing activities(1,239)345
Cash flows from financing activities
Payments for common shares(1,007)(860)
Proceeds from (payments for) notes payable, net323(203)
Proceeds from long-term borrowings12739
Payments for long-term borrowings(14)(1,730)
Dividends paid(683)(630)
Other, net(1)3
Net cash used in financing activities(1,370)(2,681)
Effect of exchange rate changes on cash(10)14
Net increase (decrease) in cash and cash equivalents9(13)
Cash and cash equivalents at beginning of year467422
Cash and cash equivalents at end of period$476$409

See accompanying notes to consolidated financial statements.

- 5 -

PARKER-HANNIFIN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts or as otherwise noted)

1. Basis of presentation

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 March 31, 2026, the results of operations for the three and nine months ended March 31, 2026 and 2025 and cash flows for the nine months then ended. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2025 Annual Report on Form 10-K.

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.

The Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.

2. New accounting pronouncements

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," which adds guidance on the recognition, measurement, and presentation of government grants. The amendments are effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures and consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," which includes amendments intended to more closely align hedge accounting with the underlying economics of the Company’s risk management activities. The amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures and consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes the accounting for costs related to internal-use software by removing all references to prescriptive and sequential software development stages. The amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures and consolidated financial statements.

In November 2024, the FASB issued 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. The amendment should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt the standard in its annual reporting for the fiscal year ended June 30, 2026. The adoption of the standard will result in expanded annual income tax disclosures, with no impact to the Company's financial position or results of operations.

- 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 EndedNine Months Ended
March 31,March 31,
2026202520262025
Motion Systems$919$828$2,636$2,481
Flow and Process Control1,2201,1413,4923,326
Filtration and Engineered Materials1,5331,4204,4554,291
Total$3,672$3,389$10,583$10,098

Aerospace Systems Segment revenues by market segment:

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Commercial original equipment manufacturer ("OEM")$601$493$1,701$1,374
Commercial aftermarket6475681,8601,620
Defense OEM324286923833
Defense aftermarket242224677682
Total$1,814$1,571$5,161$4,509

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

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
North America$3,687$3,369$10,559$9,901
Europe1,0869743,0652,806
Asia Pacific6585631,9541,739
Latin America5554166161
Total$5,486$4,960$15,744$14,607

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:

March 31, 2026June 30, 2025
Contract assets, current (included within Other current assets)$191$149
Contract assets, noncurrent (included within Other long-term assets)1716
Total contract assets208165
Contract liabilities, current (included within Other current liabilities)(209)(211)
Contract liabilities, noncurrent (included within Other long-term liabilities)(92)(71)
Total contract liabilities(301)(282)
Net contract liabilities$(93)$(117)

Net contract liabilities at March 31, 2026 decreased from the June 30, 2025 amount primarily due to timing differences between when revenue was recognized and the receipt of advance payments. During the nine months ended March 31, 2026, approximately $158 million of revenue was recognized that was included in the contract liabilities at June 30, 2025.

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 March 31, 2026 was $12.5 billion, of which approximately 67 percent is expected to be recognized as revenue within the next 12 months and the balance thereafter.

4. Acquisitions and divestitures

Pending Acquisition

On November 11, 2025, the Company announced that it has agreed to acquire Filtration Group Corporation ("Filtration Group") from Madison Industries for approximately $9.25 billion in cash.

Filtration Group is a global provider of proprietary and complementary filtration technologies for critical applications across the life sciences, HVAC and refrigeration, and in-plant and industrial market verticals. The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close within 12 months from the announcement date.

Acquisitions

On September 18, 2025, we acquired all outstanding stock of Curtis Instruments, Inc. ("Curtis") from Rehlko, for approximately $1.0 billion, net of cash acquired. Curtis designs and manufactures motor speed controllers, instrumentation, power conversion and input devices that complement Parker’s capabilities in electric and hybrid vehicle motors and controls, as well as hydraulic and pneumatic technologies for the mobile machinery market. For segment reporting purposes, Curtis is included within the Diversified Industrial Segment.

The acquisition of Curtis has been accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values as of the acquisition date. The following table presents the preliminary estimated fair values of Curtis's assets acquired and liabilities assumed on the acquisition date. These preliminary estimates are subject to revision during the measurement period, not to exceed 12 months from the date of the acquisition, as third-party valuations are finalized, additional information becomes available and as additional analysis is performed. Such revisions may have a material impact on the preliminary purchase price allocation.

- 8 -

September 18, 2025 (previously reported)Measurement Period AdjustmentsSeptember 18, 2025 (revised)
Cash and cash equivalents$53$—$53
Accounts receivable38—38
Inventories82(5)77
Prepaid expenses5—5
Intangible assets551—551
Property, plant and equipment54(1)53
Other long-term assets20222
Accounts payable, trade(32)—(32)
Other current liabilities(19)—(19)
Deferred income taxes(139)—(139)
Other long-term liabilities(20)(1)(21)
Net assets acquired593(5)588
Goodwill4725477
Total purchase price$1,065$—$1,065

Goodwill is calculated as the excess of the purchase price over the net assets acquired and represents cost synergies and enhancements to our existing technologies. For tax purposes, Curtis's goodwill is not deductible. The intangible assets primarily include $275 million of customer relationships, $220 million of patents and technology and $56 million of trademarks, with weighted-average estimated useful lives of 18, 10 and 13 years, respectively. These intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, earnings before interest, taxes, depreciation and amortization, royalty rates and discount rates. Such assumptions are classified as level 3 inputs within the fair value hierarchy.

Our Consolidated Statements of Income for the first nine months of fiscal 2026 include the results of operations of Curtis from the date of acquisition. Net sales attributable to Curtis during this period were $161 million and segment operating results were immaterial.

Unaudited pro forma financial information is not provided, as the impact of the acquisition did not have a material effect on the Company's consolidated financial statements.

Acquisition-related costs totaled $34 million for the first nine months of fiscal 2026, of which $11 million represented amortization expense related to the step-up in inventory to fair value resulting from the Curtis acquisition. These costs are included in selling, general and administrative expenses and cost of sales, respectively, in the Consolidated Statements of Income.

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. There were no significant divestitures completed during the nine months ended March 31, 2026.

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 expense (income), net in the Consolidated Statements of Income for the nine-months ended March 31, 2025. 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 expense (income), net in the Consolidated Statements of Income for the nine-months ended March 31, 2025. The operating results and net assets of this business were immaterial to the Company's consolidated results of operations and financial position.

- 9 -

5. Earnings per share

The following table presents a reconciliation of the numerator and denominator of basic and diluted earnings per share:

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Numerator:
Net income attributable to common shareholders$904$961$2,557$2,608
Denominator:
Basic - weighted average common shares126.2128.4126.3128.6
Dilutive effect of equity-based awards1.81.91.82.0
Diluted - weighted-average common shares128.0130.3128.2130.6
Basic earnings per share(1)$7.16$7.48$20.24$20.28
Diluted earnings per share(1)$7.06$7.37$19.95$19.97
(1) Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.

For the three months ended March 31, 2026 and 2025, 0.1 million and 0.2 million 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 each of the nine months ended March 31, 2026 and 2025, 0.3 million common shares subject to equity-based awards were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

6. Non-trade and notes receivable

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

March 31, 2026June 30, 2025
Notes receivable$69$84
Accounts receivable, other238234
Total$307$318

7. Inventories

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

March 31, 2026June 30, 2025
Finished products$864$778
Work in process1,6711,485
Raw materials644576
Total$3,179$2,839

8. 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 Sheets and payments made under the SCF programs are included within operating activities on the Consolidated Statements of Cash Flows. Accounts payable, trade included approximately $219 million and $175 million payable to suppliers who have elected to participate in the SCF programs as of March 31, 2026 and June 30, 2025, respectively. The amounts settled through the SCF programs and paid to the participating financial intermediaries totaled $461 million and $324 million during the first nine months of fiscal 2026 and 2025, respectively.

- 10 -

9. Business realignment

We incurred business realignment charges in the first nine months of fiscal 2026 and 2025, 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 2026 and 2025, 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 EndedNine Months Ended
March 31,March 31,
2026202520262025
Diversified Industrial$24$10$51$39
Aerospace Systems1—2—
Corporate general and administrative expenses———1
Other expense (income), net—(1)——

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

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Cost of sales$17$4$34$21
Selling, general and administrative expenses861919
Other expense (income), net—(1)——

During the first nine months of fiscal 2026, approximately $47 million in payments were made relating to business realignment charges. Remaining payments related to business realignment actions of approximately $31 million, a majority of which are expected to be paid by December 31, 2026, are primarily reflected within the accrued payrolls and other compensation and other current liabilities captions in the Consolidated Balance Sheets. 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.

10. Equity

Changes in equity for the three months ended March 31, 2026 and 2025 are as follows:

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury SharesNoncontrolling InterestsTotal Equity
Balance at December 31, 2025$91$822$22,972$(903)$(8,671)$9$14,320
Net income——904———904
Other comprehensive income———(77)——(77)
Dividends paid ($1.80 per share)——(227)———(227)
Stock incentive plan activity—2——(29)—(27)
Other—————(1)(1)
Shares purchased at cost, including excise tax————(275)—(275)
Balance at March 31, 2026$91$824$23,649$(980)$(8,975)$8$14,617

- 11 -

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury SharesNoncontrolling InterestsTotal Equity
Balance at December 31, 2024$91$244$20,332$(1,535)$(6,013)$8$13,127
Net income——961——1962
Other comprehensive income———171——171
Dividends paid ($1.63 per share)——(210)———(210)
Stock incentive plan activity—(1)——6—5
Shares purchased at cost, including excise tax————(655)—(655)
Balance at March 31, 2025$91$243$21,083$(1,364)$(6,662)$9$13,400

Changes in equity for the nine months ended March 31, 2026 and 2025 are as follows:

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury SharesNoncontrolling InterestsTotal Equity
Balance at June 30, 2025$91$194$21,775$(883)$(7,495)$9$13,691
Net income——2,557———2,557
Other comprehensive loss———(97)——(97)
Dividends paid ($5.40 per share)——(683)———(683)
Stock incentive plan activity(1)—630——(651)—(21)
Other—————(1)(1)
Shares purchased at cost, including excise tax————(829)—(829)
Balance at March 31, 2026$91$824$23,649$(980)$(8,975)$8$14,617
(1) During the nine months ended March 31, 2026, the Company recorded a $578 million reclassification between Treasury Shares and Additional Paid-in Capital to correct the historical accounting for shares withheld for taxes related to equity compensation issuances. The Company concluded the out-of-period adjustment was not material to the current period or any prior periods.
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury SharesNoncontrolling InterestsTotal Equity
Balance at June 30, 2024$91$264$19,105$(1,438)$(5,950)$9$12,081
Net income——2,608——12,609
Other comprehensive income (loss)———74—(1)73
Dividends paid ($4.89 per share)——(630)———(630)
Stock incentive plan activity—(21)——43—22
Shares purchased at cost, including excise tax————(755)—(755)
Balance at March 31, 2025$91$243$21,083$(1,364)$(6,662)$9$13,400

- 12 -

Changes in accumulated other comprehensive loss within Parker's shareholders' equity by component are as follows:

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Foreign Currency Translation Adjustment and Other
Beginning balance$(743)$(1,234)$(717)$(1,130)
Other comprehensive income (loss) before reclassifications(78)167(107)65
Income tax(4)1(1)(1)
Other comprehensive income (loss), net of tax(82)168(108)64
Ending balance$(825)$(1,066)$(825)$(1,066)
Retirement Benefit Plans
Beginning balance$(160)$(301)$(166)$(308)
Other comprehensive income (loss) before reclassifications4(1)6(1)
Income tax(1)—(1)—
Reclassified from accumulated other comprehensive loss:
Amortization of net actuarial loss and other(1)36915
Tax benefit(1)(2)(3)(4)
Other comprehensive income (loss), net of tax531110
Ending balance$(155)$(298)$(155)$(298)
Total accumulated other comprehensive loss ending balance$(980)$(1,364)$(980)$(1,364)
(1) The amounts reclassified include the amortization of net actuarial loss and amortization of prior service cost. These costs are included in the computation of net periodic benefit cost (income) which is recorded in other expense (income), net. Refer to Note 12 for additional information.

Share repurchase program

On October 22, 2014, the Board of Directors approved a share repurchase program authorizing the repurchase of up to 35.0 million of the Company's common shares. On August 21, 2025, the Board of Directors approved an update to the number of shares available under the Company's existing share repurchase authorization so that the aggregate number of shares available for repurchase as of such date was 20.0 million. There is no limitation on the number of shares that can be repurchased in a fiscal year and there is no expiration date for the program. Repurchases may be funded primarily from operating cash flows and commercial paper borrowings and the shares are initially held as treasury shares.

Under our share repurchase programs, the Company repurchased 0.3 million and 1.0 million shares for $275 million and $650 million during the three months ended March 31, 2026 and 2025, respectively. The Company repurchased 1.0 million and 1.2 million shares for $825 million and $750 million during the nine months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, 19.0 million shares remained available under the repurchase authorization.

11. Goodwill and intangible assets

The changes in the carrying amount of goodwill for the nine months ended March 31, 2026 are as follows:

Diversified Industrial SegmentAerospace Systems SegmentTotal
Balance at June 30, 2025$7,728$2,966$10,694
Acquisition477—477
Foreign currency translation(57)(18)(75)
Balance at March 31, 2026$8,148$2,948$11,096

Goodwill is tested for impairment at the reporting unit level annually and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company performed its fiscal 2026 annual goodwill impairment test as of January 1, which indicated no impairment existed.

- 13 -

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:

March 31, 2026June 30, 2025
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Patents and technology$2,338$636$2,134$556
Trade names1,0855361,037499
Customer relationships and other8,4033,2298,1942,936
Total$11,826$4,401$11,365$3,991

Total intangible asset amortization expense for the nine months ended March 31, 2026 and 2025 was $436 million and $414 million, respectively. The estimated amortization expense for the five years ending June 30, 2026 through 2030 is $585 million, $587 million, $579 million, $558 million and $529 million, respectively.

The increase in goodwill and intangible assets in fiscal 2026 relates to the acquisition of Curtis. Refer to Note 4 for more information.

12. Retirement benefits

The components of net periodic benefit cost (income) for our defined benefit pension and other postretirement plans were as follows:

U.S. Pension BenefitsNon-U.S. Pension BenefitsOther Postretirement Benefits
Three Months EndedThree Months EndedThree Months Ended
March 31,March 31,March 31,
202620252026202520262025
Service cost$7$7$6$5$—$—
Interest cost4346171811
Expected return on plan assets(59)(62)(22)(21)——
Amortization of net actuarial loss (gain)2423(1)(1)
Net periodic benefit cost (income)$(7)$(5)$3$5$—$—
U.S. Pension BenefitsNon-U.S. Pension BenefitsOther Postretirement Benefits
Nine Months EndedNine Months EndedNine Months Ended
March 31,March 31,March 31,
202620252026202520262025
Service cost$19$21$17$16$—$—
Interest cost127138545622
Expected return on plan assets(175)(184)(67)(64)——
Amortization of prior service cost22————
Amortization of net actuarial loss (gain)4856(2)(1)
Net periodic benefit cost (income)$(23)$(15)$9$14$—$1

Components of net periodic benefit cost (income), other than service cost, are included in other expense (income), net in the Consolidated Statements of Income.

- 14 -

13. Debt

Revolving Credit Agreement and Commercial Paper

In August 2025, the Company amended its revolving credit agreement to increase the total line of credit to $3.75 billion, and authorized a corresponding increase in the commercial paper program size to $3.75 billion. The revolving credit agreement expires in June 2028; however, we have the right to request a one-year extension of the expiration date. The credit agreement supports our commercial paper program, and issuances of commercial paper reduce the amount of credit available under the agreement. As of March 31, 2026 and June 30, 2025, there were no borrowings outstanding under the revolving credit agreement, and commercial paper notes outstanding were $2.1 billion and $1.8 billion, respectively.

Filtration Group Credit Facilities

On December 10, 2025, the Company entered into a 364-Day Term Loan Agreement and a Three-Year Term Loan Agreement, which provide for senior unsecured delayed draw term loan facilities in aggregate principal amounts of $5.25 billion and $2.50 billion, respectively (together, the “Filtration Group Credit Facilities”). Proceeds from the Filtration Group Credit Facilities, if and when drawn, will be used to finance a portion of the consideration for the Company's proposed acquisition of Filtration Group. The Filtration Group Credit Facilities mature 364 days and three years, respectively, following the date of the initial funding of all or a portion of the applicable delayed draw term loan. Borrowings under the Filtration Group Credit Facilities are expected to bear interest at a secured overnight financing rate plus an applicable margin, and we are obligated to pay certain fees on the undrawn portion of the commitments until the closing of the Filtration Group acquisition or other termination of the commitments. As of March 31, 2026, the Company has not borrowed any funds under the Filtration Group Credit Facilities.

Covenants

Based on the Company’s rating level at March 31, 2026, the most restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.65 to 1.0. At March 31, 2026, our debt to debt-shareholders' equity ratio was 0.40 to 1.0. We are in compliance, and expect to remain in compliance, with all covenants set forth in the credit agreements and indentures governing certain debt securities.

14. Income taxes

On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act, (the "Act"), was signed into law. The Act makes various provisions of the 2017 Tax Cuts and Jobs Act permanent while restoring full expensing of research and development costs and capital investments. The Act did not have a significant impact on our current period financial statements.

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 March 31, 2026, we had gross unrecognized tax benefits of $90 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 $24 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 $60 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 2018. We are also open to assessment for significant foreign jurisdictions for fiscal years after 2013.

15. Financial instruments

The Company utilizes derivative and non-derivative financial instruments, including forward exchange contracts, cross-currency swap contracts and certain foreign currency denominated debt, to manage foreign currency transaction and translation risk. The derivative financial instrument contracts are with major investment grade financial institutions, and the Company does not anticipate any material non-performance by any of the counterparties. The Company does not hold or issue derivative financial instruments for trading purposes.

- 15 -

Net Investment Hedges

The Company uses cross-currency swap contracts and foreign currency denominated debt, a non-derivative financial instrument, to hedge portions of the Company's investments in foreign subsidiaries and manage foreign exchange risk. The effect of translating the debt into U.S. dollars is recorded in foreign currency translation within accumulated other comprehensive loss and remains there until the underlying net investment is sold or substantially liquidated. For the cross-currency swap contracts that are designated as, and qualify as, net investment hedges, we assess the effectiveness using the spot method and the net gains or losses attributable to changes in the spot rate are recorded in foreign currency translation within accumulated other comprehensive loss. Any ineffective portions of the net investment hedges are reclassified from accumulated other comprehensive loss into earnings through interest expense during the period of change. During the nine months ended March 31, 2026 and 2025, the periodic interest settlements related to the cross-currency swaps were not material.

The notional amounts for the cross-currency swap contracts designated as hedging instruments were €69 million, €290 million and ¥2.1 billion as of March 31, 2026 and June 30, 2025, respectively.

The Company’s €700 million aggregate principal amount of 2.90 percent Senior Notes due 2030 have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

Non-Designated Derivative Contracts

In addition to the net investment hedges, the Company utilizes forward exchange contracts that are not designated as hedging instruments but serve as economic hedges of forecasted transactions. These derivatives are used to mitigate foreign exchange risk. Changes in the fair value of these instruments are recorded in other expense (income), net in the Consolidated Statements of Income.

Financial Statement Impact

Derivative financial instruments are recognized on the Consolidated Balance Sheets as either assets or liabilities and are measured at fair value. The location and fair value of derivative financial instruments reported on the Consolidated Balance Sheets are as follows:

Balance Sheet CaptionMarch 31, 2026June 30, 2025
Net investment hedges
Cross-currency swap contractsOther long-term assets$6$4
Cross-currency swap contractsOther long-term liabilities826
Non-designated derivative contracts
Forward exchange contractsNon-trade and notes receivable243
Forward exchange contractsOther current liabilities638

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

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

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Forward exchange contracts$35$(31)$56$(5)

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

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Cross-currency swap contracts$10$4$15$2
Foreign currency denominated debt12(24)12(5)

- 16 -

Fair Values of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable and long-term debt. The carrying values for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate fair value due to their short-term nature.

The carrying value of long-term debt, including the current portion and excluding the impact of net unamortized debt issuance costs, and the estimated fair value are as follows:

March 31, 2026June 30, 2025
Carrying value of long-term debt$7,523$7,555
Estimated fair value of long-term debt7,1207,174

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

A summary of derivative assets and liabilities that were measured at fair value on a recurring basis at March 31, 2026 and June 30, 2025 is as follows:

March 31, 2026Level 1Level 2Level 3
Derivative assets$30$—$30$—
Derivative liabilities14—14—
June 30, 2025Level 1Level 2Level 3
Derivative assets$7$—$7$—
Derivative liabilities64—64—

The calculation of fair value for cross-currency swaps and forward contracts utilizes market observable inputs including both spot and forward prices for the same underlying currencies. The calculation of fair value of the cross-currency swap contracts also utilizes a present value cash flow model.

16. 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.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM uses Segment Operating Income as a measure to assess performance, drive decisions and allocate human and financial capital to our reportable segments. Annual plan, monthly forecasts and prior year results are continually compared to this measure when evaluating performance. Other segment items are managed on a consolidated basis for the CODM’s review.

- 17 -

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Net sales
Diversified Industrial$3,672$3,389$10,583$10,098
Aerospace Systems1,8141,5715,1614,509
Total net sales$5,486$4,960$15,744$14,607
Other Segment Items:(1)
Diversified Industrial$2,847$2,610$8,145$7,825
Aerospace Systems1,3571,1983,8503,475
$4,204$3,808$11,995$11,300
Segment operating income
Diversified Industrial$825$779$2,438$2,273
Aerospace Systems4573731,3111,034
Total segment operating income1,2821,1523,7493,307
Corporate general and administrative expenses5344155149
Income before interest expense and other expense (income), net1,2291,1083,5943,158
Interest expense9996306310
Other expense (income), net111765(188)
Income before income taxes$1,119$995$3,223$3,036
(1) Other segment items are primarily comprised of cost of sales; selling, general and administrative expenses; and income related to equity method investments.
Assets
March 31, 2026June 30, 2025
Diversified Industrial$17,042$15,953
Aerospace Systems(1)12,22812,218
Corporate1,4091,323
Total$30,679$29,494
(1) Assets include an investment in a joint venture in which ownership is 50 percent or less and in which the Company does not have operating control ($225 million as of March 31, 2026 and $226 million as of June 30, 2025).
Property AdditionsDepreciationAmortization
Three Months Ended March 31,
202620252026202520262025
Diversified Industrial$80$59$60$55$71$61
Aerospace Systems221825287775
Corporate11123——
Total$103$88$87$86$148$136

- 18 -

Property AdditionsDepreciationAmortization
Nine Months Ended March 31,
202620252026202520262025
Diversified Industrial$223$233$178$170$208$189
Aerospace Systems56537884228225
Corporate71889——
Total$286$304$264$263$436$414

17. Other expense (income), net

The table below includes the components of other expense (income), net in the Consolidated Statements of Income:

Three Months EndedNine Months Ended
March 31,March 31,
2026202520262025
Foreign currency transaction (gain) loss(1)$(14)$10$(24)$15
Income related to equity method investments(2)(53)(49)(162)(126)
Non-service components of retirement benefit cost (income)(3)(17)(12)(50)(37)
Gain on disposal of assets and divestitures(4)—(5)(8)(262)
Interest income(2)(4)(9)(9)
Insurance-related charges (recoveries)(5)—8(20)8
Other items, net1656
Total other expense (income), net$(85)$(46)$(268)$(405)
(1) Foreign currency transaction (gain) loss primarily relates to the impact of exchange rates on cash, forward contracts and intercompany transactions.
(2) 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. Sales to and services performed for joint venture companies totaled $29 million and $27 million for the three months ended March 31, 2026 and 2025, respectively, and $82 million and $69 million for the nine months ended March 31, 2026 and 2025, respectively. We received cash dividends from joint venture companies of $161 million and $112 million during the nine months ended March 31, 2026 and 2025, respectively.
(3) For further discussion of non-service components of retirement benefit cost (income) refer to Note 12.
(4) For further discussion of the gain on disposal of assets and divestitures during the prior-year quarter and first nine months of fiscal 2025 refer to Note 4.
(5) Represents insurance-related charges and gains on recoveries associated with a fire at one of our U.S. facilities within the Diversified Industrial segment that occurred in the third quarter of fiscal 2025.

- 19 -

PARKER-HANNIFIN CORPORATION

FORM 10-Q

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