ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OHIO
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|
34-0451060
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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|
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6035 Parkland Blvd., Cleveland, Ohio
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44124-4141
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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|||
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Three Months Ended
|
|
Nine Months Ended
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||||||||||||
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March 31,
|
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March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
3,119,139
|
|
|
$
|
2,828,665
|
|
|
$
|
8,533,074
|
|
|
$
|
8,403,603
|
|
Cost of sales
|
2,383,790
|
|
|
2,209,401
|
|
|
6,534,280
|
|
|
6,550,929
|
|
||||
Gross profit
|
735,349
|
|
|
619,264
|
|
|
1,998,794
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|
|
1,852,674
|
|
||||
Selling, general and administrative expenses
|
392,036
|
|
|
335,908
|
|
|
1,051,583
|
|
|
1,020,788
|
|
||||
Interest expense
|
42,057
|
|
|
33,745
|
|
|
109,649
|
|
|
103,802
|
|
||||
Other (income), net
|
(13,807
|
)
|
|
(23,382
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)
|
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(90,468
|
)
|
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(50,438
|
)
|
||||
Income before income taxes
|
315,063
|
|
|
272,993
|
|
|
928,030
|
|
|
778,522
|
|
||||
Income taxes
|
76,216
|
|
|
85,851
|
|
|
237,545
|
|
|
213,217
|
|
||||
Net income
|
238,847
|
|
|
187,142
|
|
|
690,485
|
|
|
565,305
|
|
||||
Less: Noncontrolling interest in subsidiaries' earnings
|
174
|
|
|
58
|
|
|
378
|
|
|
261
|
|
||||
Net income attributable to common shareholders
|
$
|
238,673
|
|
|
$
|
187,084
|
|
|
$
|
690,107
|
|
|
$
|
565,044
|
|
|
|
|
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|
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||||||||
Earnings per share attributable to common shareholders:
|
|
|
|
|
|
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||||||||
Basic
|
$
|
1.79
|
|
|
$
|
1.39
|
|
|
$
|
5.17
|
|
|
$
|
4.16
|
|
Diluted
|
$
|
1.75
|
|
|
$
|
1.37
|
|
|
$
|
5.09
|
|
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$
|
4.12
|
|
|
|
|
|
|
|
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||||||||
Cash dividends per common share
|
$
|
0.66
|
|
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$
|
0.63
|
|
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$
|
1.92
|
|
|
$
|
1.89
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
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2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
238,847
|
|
|
$
|
187,142
|
|
|
$
|
690,485
|
|
|
$
|
565,305
|
|
Less: Noncontrolling interests in subsidiaries' earnings
|
174
|
|
|
58
|
|
|
378
|
|
|
261
|
|
||||
Net income attributable to common shareholders
|
238,673
|
|
|
187,084
|
|
|
690,107
|
|
|
565,044
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment and other
|
83,100
|
|
|
130,766
|
|
|
(170,634
|
)
|
|
(72,592
|
)
|
||||
Retirement benefits plan activity
|
35,512
|
|
|
28,422
|
|
|
105,847
|
|
|
85,539
|
|
||||
Other comprehensive income (loss)
|
118,612
|
|
|
159,188
|
|
|
(64,787
|
)
|
|
12,947
|
|
||||
Less: Other comprehensive income (loss) for noncontrolling interests
|
301
|
|
|
(2
|
)
|
|
281
|
|
|
(133
|
)
|
||||
Other comprehensive income (loss) attributable to common shareholders
|
118,311
|
|
|
159,190
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|
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(65,068
|
)
|
|
13,080
|
|
||||
Total comprehensive income attributable to common shareholders
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$
|
356,984
|
|
|
$
|
346,274
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|
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$
|
625,039
|
|
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$
|
578,124
|
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2017 |
|
June 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
819,563
|
|
|
$
|
1,221,653
|
|
Marketable securities and other investments
|
36,758
|
|
|
882,342
|
|
||
Trade accounts receivable, net
|
1,869,303
|
|
|
1,593,920
|
|
||
Non-trade and notes receivable
|
235,924
|
|
|
232,183
|
|
||
Inventories
|
1,538,644
|
|
|
1,173,329
|
|
||
Prepaid expenses
|
118,962
|
|
|
104,360
|
|
||
Total current assets
|
4,619,154
|
|
|
5,207,787
|
|
||
Plant and equipment
|
5,130,954
|
|
|
4,737,141
|
|
||
Less: Accumulated depreciation
|
3,185,215
|
|
|
3,169,041
|
|
||
|
1,945,739
|
|
|
1,568,100
|
|
||
Deferred income taxes
|
65,152
|
|
|
605,155
|
|
||
Other assets
|
848,212
|
|
|
827,492
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|
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Intangible assets, net
|
2,338,364
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|
|
922,571
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|
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Goodwill
|
5,508,712
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2,903,037
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|
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Total assets
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$
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15,325,333
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$
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12,034,142
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LIABILITIES
|
|
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|
||||
Current liabilities:
|
|
|
|
||||
Notes payable and long-term debt payable within one year
|
$
|
776,159
|
|
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$
|
361,787
|
|
Accounts payable, trade
|
1,209,351
|
|
|
1,034,589
|
|
||
Accrued payrolls and other compensation
|
376,177
|
|
|
382,945
|
|
||
Accrued domestic and foreign taxes
|
158,634
|
|
|
127,597
|
|
||
Other accrued liabilities
|
528,120
|
|
|
458,970
|
|
||
Total current liabilities
|
3,048,441
|
|
|
2,365,888
|
|
||
Long-term debt
|
5,255,156
|
|
|
2,652,457
|
|
||
Pensions and other postretirement benefits
|
1,787,311
|
|
|
2,076,143
|
|
||
Deferred income taxes
|
159,666
|
|
|
54,395
|
|
||
Other liabilities
|
327,033
|
|
|
306,581
|
|
||
Total liabilities
|
10,577,607
|
|
|
7,455,464
|
|
||
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 March 31 and June 30
|
90,523
|
|
|
90,523
|
|
||
Additional capital
|
577,562
|
|
|
628,451
|
|
||
Retained earnings
|
10,725,262
|
|
|
10,302,866
|
|
||
Accumulated other comprehensive (loss)
|
(2,292,833
|
)
|
|
(2,227,765
|
)
|
||
Treasury shares, at cost; 47,862,769 shares at March 31 and 47,033,896 shares at June 30
|
(4,358,375
|
)
|
|
(4,218,820
|
)
|
||
Total shareholders’ equity
|
4,742,139
|
|
|
4,575,255
|
|
||
Noncontrolling interests
|
5,587
|
|
|
3,423
|
|
||
Total equity
|
4,747,726
|
|
|
4,578,678
|
|
||
Total liabilities and equity
|
$
|
15,325,333
|
|
|
$
|
12,034,142
|
|
|
Nine Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
690,485
|
|
|
$
|
565,305
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Depreciation
|
142,959
|
|
|
143,663
|
|
||
Amortization
|
93,584
|
|
|
88,114
|
|
||
Share incentive plan compensation
|
60,916
|
|
|
53,735
|
|
||
Deferred income taxes
|
43,530
|
|
|
(25,925
|
)
|
||
Foreign currency transaction loss
|
6,204
|
|
|
25,663
|
|
||
Loss on sale of plant and equipment
|
513
|
|
|
76
|
|
||
Gain on sale of businesses
|
(42,994
|
)
|
|
(10,668
|
)
|
||
Gain on sale of marketable securities
|
(1,032
|
)
|
|
(535
|
)
|
||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
(45,442
|
)
|
|
21,167
|
|
||
Inventories
|
(91,170
|
)
|
|
53,120
|
|
||
Prepaid expenses
|
(1,329
|
)
|
|
117,203
|
|
||
Other assets
|
1,384
|
|
|
(19,246
|
)
|
||
Accounts payable, trade
|
101,143
|
|
|
(93,948
|
)
|
||
Accrued payrolls and other compensation
|
(46,755
|
)
|
|
(69,179
|
)
|
||
Accrued domestic and foreign taxes
|
28,823
|
|
|
(10,759
|
)
|
||
Other accrued liabilities
|
(21,686
|
)
|
|
(25,209
|
)
|
||
Pensions and other postretirement benefits
|
(140,154
|
)
|
|
(75,540
|
)
|
||
Other liabilities
|
10,314
|
|
|
(32,471
|
)
|
||
Net cash provided by operating activities
|
789,293
|
|
|
704,566
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Acquisitions (net of cash acquired of $157,426 in 2017 and $3,814 in 2016)
|
(4,067,755
|
)
|
|
(67,552
|
)
|
||
Capital expenditures
|
(145,236
|
)
|
|
(110,804
|
)
|
||
Proceeds from sale of plant and equipment
|
8,452
|
|
|
14,112
|
|
||
Proceeds from sale of businesses
|
85,610
|
|
|
24,325
|
|
||
Purchases of marketable securities and other investments
|
(451,561
|
)
|
|
(1,188,594
|
)
|
||
Maturities of marketable securities and other investments
|
1,264,721
|
|
|
974,417
|
|
||
Other
|
(2,590
|
)
|
|
(40,364
|
)
|
||
Net cash used in investing activities
|
(3,308,359
|
)
|
|
(394,460
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from exercise of stock options
|
2,095
|
|
|
89
|
|
||
Payments for common shares
|
(264,343
|
)
|
|
(464,456
|
)
|
||
Proceeds from notes payable, net
|
447,799
|
|
|
523,336
|
|
||
Proceeds from long-term borrowings
|
2,614,756
|
|
|
2,287
|
|
||
Payments for long-term borrowings
|
(374,794
|
)
|
|
(220,068
|
)
|
||
Dividends
|
(257,161
|
)
|
|
(256,890
|
)
|
||
Net cash provided by (used in) financing activities
|
2,168,352
|
|
|
(415,702
|
)
|
||
Effect of exchange rate changes on cash
|
(51,376
|
)
|
|
(40,017
|
)
|
||
Net decrease in cash and cash equivalents
|
(402,090
|
)
|
|
(145,613
|
)
|
||
Cash and cash equivalents at beginning of year
|
1,221,653
|
|
|
1,180,584
|
|
||
Cash and cash equivalents at end of period
|
$
|
819,563
|
|
|
$
|
1,034,971
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
Diversified Industrial:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
1,413,302
|
|
|
$
|
1,247,904
|
|
|
$
|
3,701,326
|
|
|
$
|
3,695,008
|
|
International
|
|
1,128,886
|
|
|
1,019,776
|
|
|
3,149,777
|
|
|
3,050,687
|
|
||||
Aerospace Systems
|
|
576,951
|
|
|
560,985
|
|
|
1,681,971
|
|
|
1,657,908
|
|
||||
Total net sales
|
|
$
|
3,119,139
|
|
|
$
|
2,828,665
|
|
|
$
|
8,533,074
|
|
|
$
|
8,403,603
|
|
Segment operating income
|
|
|
|
|
|
|
|
|
||||||||
Diversified Industrial:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
227,419
|
|
|
$
|
202,180
|
|
|
$
|
612,043
|
|
|
$
|
568,509
|
|
International
|
|
152,995
|
|
|
105,161
|
|
|
417,708
|
|
|
329,823
|
|
||||
Aerospace Systems
|
|
79,967
|
|
|
84,238
|
|
|
225,764
|
|
|
240,005
|
|
||||
Total segment operating income
|
|
460,381
|
|
|
391,579
|
|
|
1,255,515
|
|
|
1,138,337
|
|
||||
Corporate general and administrative expenses
|
|
45,747
|
|
|
42,322
|
|
|
120,707
|
|
|
126,583
|
|
||||
Income before interest expense and other expense
|
|
414,634
|
|
|
349,257
|
|
|
1,134,808
|
|
|
1,011,754
|
|
||||
Interest expense
|
|
42,057
|
|
|
33,745
|
|
|
109,649
|
|
|
103,802
|
|
||||
Other expense
|
|
57,514
|
|
|
42,519
|
|
|
97,129
|
|
|
129,430
|
|
||||
Income before income taxes
|
|
$
|
315,063
|
|
|
$
|
272,993
|
|
|
$
|
928,030
|
|
|
$
|
778,522
|
|
|
February 28, 2017
|
|
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
145,491
|
|
Accounts receivable
|
249,045
|
|
|
Inventories
|
278,060
|
|
|
Prepaid expenses
|
13,903
|
|
|
Plant and equipment
|
373,698
|
|
|
Deferred income taxes
|
4,558
|
|
|
Other assets
|
8,367
|
|
|
Intangible assets
|
1,497,280
|
|
|
Goodwill
|
2,649,456
|
|
|
|
5,219,858
|
|
|
Liabilities:
|
|
||
Notes payable
|
20,162
|
|
|
Accounts payable, trade
|
82,436
|
|
|
Accrued payrolls and other compensation
|
42,653
|
|
|
Accrued domestic and foreign taxes
|
4,379
|
|
|
Other accrued liabilities
|
79,066
|
|
|
Long-term debt
|
288,336
|
|
|
Pensions and other postretirement benefits
|
33,928
|
|
|
Deferred income taxes
|
542,698
|
|
|
Other liabilities
|
13,878
|
|
|
Noncontrolling interests
|
1,843
|
|
|
|
1,109,379
|
|
|
Net assets acquired
|
$
|
4,110,479
|
|
|
Nine months ended
|
|
|
Twelve months ended
|
|
||
|
March 31, 2017
|
|
|
June 30, 2016
|
|
||
|
|
|
|
||||
Net sales
|
$
|
9,562,307
|
|
|
$
|
12,772,097
|
|
Net income attributable to common shareholders
|
754,323
|
|
|
780,421
|
|
||
Diluted earnings per share
|
5.57
|
|
|
5.70
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
238,673
|
|
|
$
|
187,084
|
|
|
$
|
690,107
|
|
|
$
|
565,044
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic - weighted average common shares
|
133,232,378
|
|
|
134,809,610
|
|
|
133,410,622
|
|
|
135,675,823
|
|
||||
Increase in weighted average common shares from dilutive effect of equity-based awards
|
2,870,596
|
|
|
1,743,159
|
|
|
2,116,573
|
|
|
1,636,025
|
|
||||
Diluted - weighted average common shares, assuming exercise of equity-based awards
|
136,102,974
|
|
|
136,552,769
|
|
|
135,527,195
|
|
|
137,311,848
|
|
||||
Basic earnings per share
|
$
|
1.79
|
|
|
$
|
1.39
|
|
|
$
|
5.17
|
|
|
$
|
4.16
|
|
Diluted earnings per share
|
$
|
1.75
|
|
|
$
|
1.37
|
|
|
$
|
5.09
|
|
|
$
|
4.12
|
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Notes receivable
|
|
$
|
105,865
|
|
|
$
|
102,400
|
|
Accounts receivable, other
|
|
130,059
|
|
|
129,783
|
|
||
Total
|
|
$
|
235,924
|
|
|
$
|
232,183
|
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Finished products
|
|
$
|
616,363
|
|
|
$
|
458,657
|
|
Work in process
|
|
736,697
|
|
|
639,907
|
|
||
Raw materials
|
|
185,584
|
|
|
74,765
|
|
||
Total
|
|
$
|
1,538,644
|
|
|
$
|
1,173,329
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Diversified Industrial
|
$
|
14,605
|
|
|
$
|
24,406
|
|
|
$
|
32,164
|
|
|
$
|
67,405
|
|
Aerospace Systems
|
1,713
|
|
|
624
|
|
|
2,796
|
|
|
2,604
|
|
||||
Corporate general and administrative expenses
|
—
|
|
|
2,049
|
|
|
—
|
|
|
2,129
|
|
||||
Other expense
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
March 31,
|
|
March 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Diversified Industrial
|
312
|
|
|
875
|
|
|
642
|
|
|
2,929
|
|
Aerospace Systems
|
52
|
|
|
15
|
|
|
89
|
|
|
81
|
|
Corporate general and administrative expenses
|
—
|
|
|
50
|
|
|
—
|
|
|
52
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of sales
|
$
|
10,342
|
|
|
$
|
21,628
|
|
|
$
|
24,968
|
|
|
$
|
54,559
|
|
Selling, general and administrative expenses
|
5,976
|
|
|
5,451
|
|
|
9,992
|
|
|
17,579
|
|
||||
Other (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||
Balance at December 31, 2016
|
$
|
4,527,709
|
|
|
$
|
3,269
|
|
|
$
|
4,530,978
|
|
Net income
|
238,673
|
|
|
174
|
|
|
238,847
|
|
|||
Other comprehensive income
|
118,311
|
|
|
301
|
|
|
118,612
|
|
|||
Dividends paid
|
(88,171
|
)
|
|
—
|
|
|
(88,171
|
)
|
|||
Stock incentive plan activity
|
(4,383
|
)
|
|
—
|
|
|
(4,383
|
)
|
|||
Acquisition activity
|
—
|
|
|
1,843
|
|
|
1,843
|
|
|||
Shares purchased at cost
|
(50,000
|
)
|
|
—
|
|
|
(50,000
|
)
|
|||
Balance at March 31, 2017
|
$
|
4,742,139
|
|
|
$
|
5,587
|
|
|
$
|
4,747,726
|
|
|
|
|
|
|
|
||||||
|
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||
Balance at December 31, 2015
|
$
|
4,799,406
|
|
|
$
|
3,315
|
|
|
$
|
4,802,721
|
|
Net income
|
187,084
|
|
|
58
|
|
|
187,142
|
|
|||
Other comprehensive income (loss)
|
159,190
|
|
|
(2
|
)
|
|
159,188
|
|
|||
Dividends paid
|
(85,182
|
)
|
|
—
|
|
|
(85,182
|
)
|
|||
Stock incentive plan activity
|
13,114
|
|
|
—
|
|
|
13,114
|
|
|||
Shares purchased at cost
|
(50,000
|
)
|
|
—
|
|
|
(50,000
|
)
|
|||
Balance at March 31, 2016
|
$
|
5,023,612
|
|
|
$
|
3,371
|
|
|
$
|
5,026,983
|
|
|
|
|
|
|
|
|
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||
Balance at June 30, 2016
|
$
|
4,575,255
|
|
|
$
|
3,423
|
|
|
$
|
4,578,678
|
|
Net income
|
690,107
|
|
|
378
|
|
|
690,485
|
|
|||
Other comprehensive income (loss)
|
(65,068
|
)
|
|
281
|
|
|
(64,787
|
)
|
|||
Dividends paid
|
(256,823
|
)
|
|
(338
|
)
|
|
(257,161
|
)
|
|||
Stock incentive plan activity
|
13,360
|
|
|
—
|
|
|
13,360
|
|
|||
Acquisition activity
|
—
|
|
|
1,843
|
|
|
1,843
|
|
|||
Shares purchased at cost
|
(214,692
|
)
|
|
—
|
|
|
(214,692
|
)
|
|||
Balance at March 31, 2017
|
$
|
4,742,139
|
|
|
$
|
5,587
|
|
|
$
|
4,747,726
|
|
|
|
|
|
|
|
||||||
|
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||
Balance at June 30, 2015
|
$
|
5,104,287
|
|
|
$
|
3,282
|
|
|
$
|
5,107,569
|
|
Net income
|
565,044
|
|
|
261
|
|
|
565,305
|
|
|||
Other comprehensive income (loss)
|
13,080
|
|
|
(133
|
)
|
|
12,947
|
|
|||
Dividends paid
|
(256,851
|
)
|
|
(39
|
)
|
|
(256,890
|
)
|
|||
Stock incentive plan activity
|
48,052
|
|
|
—
|
|
|
48,052
|
|
|||
Shares purchased at cost
|
(450,000
|
)
|
|
—
|
|
|
(450,000
|
)
|
|||
Balance at March 31, 2016
|
$
|
5,023,612
|
|
|
$
|
3,371
|
|
|
$
|
5,026,983
|
|
|
Foreign Currency Translation Adjustment and Other
|
|
Retirement Benefit Plans
|
|
Total
|
||||||
Balance at June 30, 2016
|
$
|
(844,121
|
)
|
|
$
|
(1,383,644
|
)
|
|
$
|
(2,227,765
|
)
|
Other comprehensive (loss) before reclassifications
|
(169,883
|
)
|
|
—
|
|
|
(169,883
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss)
|
(1,032
|
)
|
|
105,847
|
|
|
104,815
|
|
|||
Balance at March 31, 2017
|
$
|
(1,015,036
|
)
|
|
$
|
(1,277,797
|
)
|
|
$
|
(2,292,833
|
)
|
|
Foreign Currency Translation Adjustment and Other
|
|
Retirement Benefit Plans
|
|
Total
|
||||||
Balance at June 30, 2015
|
$
|
(641,018
|
)
|
|
$
|
(1,097,600
|
)
|
|
$
|
(1,738,618
|
)
|
Other comprehensive (loss) before reclassifications
|
(71,989
|
)
|
|
—
|
|
|
(71,989
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss)
|
(470
|
)
|
|
85,539
|
|
|
85,069
|
|
|||
Balance at March 31, 2016
|
$
|
(713,477
|
)
|
|
$
|
(1,012,061
|
)
|
|
$
|
(1,725,538
|
)
|
Details about Accumulated Other Comprehensive (Loss) Components
|
|
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
|
|
Consolidated Statement of Income Classification
|
||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||
|
|
March 31, 2017
|
|
March 31, 2017
|
|
|
||||
Retirement benefit plans
|
|
|
|
|
|
|
||||
Amortization of prior service cost and initial net obligation
|
|
$
|
(1,735
|
)
|
|
$
|
(5,202
|
)
|
|
See Note 12
|
Recognized actuarial loss
|
|
(53,727
|
)
|
|
(159,946
|
)
|
|
See Note 12
|
||
Total before tax
|
|
(55,462
|
)
|
|
(165,148
|
)
|
|
|
||
Tax benefit
|
|
19,950
|
|
|
59,301
|
|
|
Income taxes
|
||
Net of tax
|
|
$
|
(35,512
|
)
|
|
$
|
(105,847
|
)
|
|
|
Details about Accumulated Other Comprehensive (Loss) Components
|
|
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
|
|
Consolidated Statement of Income Classification
|
||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||
|
|
March 31, 2016
|
|
March 31, 2016
|
|
|
||||
Retirement benefit plans
|
|
|
|
|
|
|
||||
Amortization of prior service cost and initial net obligation
|
|
$
|
(1,842
|
)
|
|
$
|
(5,528
|
)
|
|
See Note 12
|
Recognized actuarial loss
|
|
(42,714
|
)
|
|
(128,538
|
)
|
|
See Note 12
|
||
Total before tax
|
|
(44,556
|
)
|
|
(134,066
|
)
|
|
|
||
Tax benefit
|
|
16,134
|
|
|
48,527
|
|
|
Income taxes
|
||
Net of tax
|
|
$
|
(28,422
|
)
|
|
$
|
(85,539
|
)
|
|
|
|
Diversified Industrial
Segment
|
|
Aerospace
Systems
Segment
|
|
Total
|
||||||
Balance at June 30, 2016
|
$
|
2,804,403
|
|
|
$
|
98,634
|
|
|
$
|
2,903,037
|
|
Acquisitions
|
2,677,271
|
|
|
—
|
|
|
2,677,271
|
|
|||
Divestitures
|
(22,618
|
)
|
|
—
|
|
|
(22,618
|
)
|
|||
Foreign currency translation and other
|
(48,966
|
)
|
|
(12
|
)
|
|
(48,978
|
)
|
|||
Balance at March 31, 2017
|
$
|
5,410,090
|
|
|
$
|
98,622
|
|
|
$
|
5,508,712
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Patents
|
$
|
258,979
|
|
|
$
|
94,826
|
|
|
$
|
150,914
|
|
|
$
|
95,961
|
|
Trademarks
|
588,978
|
|
|
188,117
|
|
|
340,805
|
|
|
179,156
|
|
||||
Customer lists and other
|
2,477,945
|
|
|
704,595
|
|
|
1,362,521
|
|
|
656,552
|
|
||||
Total
|
$
|
3,325,902
|
|
|
$
|
987,538
|
|
|
$
|
1,854,240
|
|
|
$
|
931,669
|
|
|
Fair value
|
|
Weighted-Average Life
|
||
Patents
|
$
|
113,760
|
|
|
18 years
|
Trademarks
|
251,600
|
|
|
12 years
|
|
Customer lists and other
|
1,131,920
|
|
|
11 years
|
|
Total
|
$
|
1,497,280
|
|
|
12 years
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
23,632
|
|
|
$
|
23,680
|
|
|
$
|
70,971
|
|
|
$
|
71,199
|
|
Interest cost
|
31,734
|
|
|
45,138
|
|
|
93,202
|
|
|
136,872
|
|
||||
Special termination cost
|
—
|
|
|
—
|
|
|
—
|
|
|
7,088
|
|
||||
Expected return on plan assets
|
(59,480
|
)
|
|
(55,418
|
)
|
|
(177,277
|
)
|
|
(166,633
|
)
|
||||
Amortization of prior service cost
|
1,702
|
|
|
1,868
|
|
|
5,101
|
|
|
5,606
|
|
||||
Amortization of net actuarial loss
|
52,805
|
|
|
42,573
|
|
|
158,557
|
|
|
127,841
|
|
||||
Amortization of initial net obligation
|
4
|
|
|
4
|
|
|
14
|
|
|
12
|
|
||||
Net pension benefit cost
|
$
|
50,397
|
|
|
$
|
57,845
|
|
|
$
|
150,568
|
|
|
$
|
181,985
|
|
|
|
Notional Amount
|
|
|
Senior notes 3.25%, due 2027
|
|
$
|
700,000
|
|
Senior notes 4.10%, due 2047
|
|
$
|
600,000
|
|
Term loan Libor plus 100 bps, due 2020
|
|
$
|
500,000
|
|
Senior notes 1.125%, due 2025
|
|
€
|
700,000
|
|
Term loan Libor plus 150 bps, due 2022
|
|
€
|
100,000
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
Less than one year
|
$
|
325
|
|
|
$
|
327
|
|
|
$
|
29,960
|
|
|
$
|
29,990
|
|
One to three years
|
7,870
|
|
|
7,917
|
|
|
144,100
|
|
|
144,625
|
|
||||
Above three years
|
2,018
|
|
|
2,024
|
|
|
34,276
|
|
|
34,275
|
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Carrying value of long-term debt
|
|
$
|
5,327,952
|
|
|
$
|
2,733,140
|
|
Estimated fair value of long-term debt
|
|
5,517,317
|
|
|
3,133,989
|
|
|
|
Balance Sheet Caption
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Net investment hedges
|
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
|
Other assets
|
|
$
|
30,775
|
|
|
$
|
24,771
|
|
Cash flow hedges
|
|
|
|
|
|
|
||||
Costless collar contracts
|
|
Non-trade and notes receivable
|
|
670
|
|
|
—
|
|
||
Costless collar contracts
|
|
Other accrued liabilities
|
|
5,786
|
|
|
8,368
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cross-currency swap contracts
|
$
|
(1,278
|
)
|
|
$
|
10,934
|
|
|
$
|
3,741
|
|
|
$
|
3,140
|
|
Foreign denominated debt
|
(11,009
|
)
|
|
(2,131
|
)
|
|
(11,005
|
)
|
|
2,202
|
|
|
|
|
|
Quoted Prices
|
|
|
Significant Other
|
|
|
Significant
|
|
|||||
|
|
Fair
|
|
|
In Active
|
|
|
Observable
|
|
|
Unobservable
|
|
||||
|
|
Value at
|
|
|
Markets
|
|
|
Inputs
|
|
|
Inputs
|
|
||||
|
|
March 31, 2017
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
2,302
|
|
|
$
|
2,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
|
5,587
|
|
|
5,587
|
|
|
—
|
|
|
—
|
|
||||
Asset-backed and mortgage-backed securities
|
|
4,680
|
|
|
—
|
|
|
4,680
|
|
|
—
|
|
||||
Derivatives
|
|
34,799
|
|
|
—
|
|
|
34,799
|
|
|
—
|
|
||||
Investments measured at net asset value
|
|
6,599
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
9,600
|
|
|
—
|
|
|
9,600
|
|
|
—
|
|
|
|
|
|
Quoted Prices
|
|
|
Significant Other
|
|
|
Significant
|
|
|||||
|
|
Fair
|
|
|
In Active
|
|
|
Observable
|
|
|
Unobservable
|
|
||||
|
|
Value at
|
|
|
Markets
|
|
|
Inputs
|
|
|
Inputs
|
|
||||
|
|
June 30, 2016
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
1,296
|
|
|
$
|
1,296
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government bonds
|
|
15,764
|
|
|
15,764
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds
|
|
184,380
|
|
|
184,380
|
|
|
—
|
|
|
—
|
|
||||
Asset-backed and mortgage-backed securities
|
|
8,746
|
|
|
—
|
|
|
8,746
|
|
|
—
|
|
||||
Derivatives
|
|
25,303
|
|
|
—
|
|
|
25,303
|
|
|
—
|
|
||||
Investments measured at net asset value
|
|
361,770
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
13,028
|
|
|
—
|
|
|
13,028
|
|
|
—
|
|
•
|
Purchasing Managers Index (PMI) on manufacturing activity specific to regions around the world with respect to most mobile and industrial markets;
|
•
|
Global aircraft miles flown and global revenue passenger miles for commercial aerospace markets and Department of Defense spending for military aerospace markets; and
|
•
|
Housing starts with respect to the North American residential air conditioning market and certain mobile construction markets.
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
June 30, 2016
|
|
United States
|
57.2
|
|
|
54.5
|
|
|
52.8
|
|
Eurozone countries
|
56.2
|
|
|
54.9
|
|
|
52.8
|
|
China
|
51.2
|
|
|
51.9
|
|
|
48.6
|
|
Brazil
|
49.6
|
|
|
45.2
|
|
|
43.2
|
|
•
|
Serving the customer and continuously enhancing its experience with the Company;
|
•
|
Successfully executing its Win Strategy initiatives relating to premier customer service, financial performance and profitable growth;
|
•
|
Maintaining its decentralized division and sales company structure;
|
•
|
Fostering a safety first and entrepreneurial culture;
|
•
|
Engineering innovative systems and products to provide superior customer value through improved service, efficiency and productivity;
|
•
|
Delivering products, systems and services that have demonstrable savings to customers and are priced by the value they deliver;
|
•
|
Acquiring strategic businesses;
|
•
|
Organizing around targeted regions, technologies and markets;
|
•
|
Driving efficiency by implementing lean enterprise principles; and
|
•
|
Creating a culture of empowerment through its values, inclusion and diversity, accountability and teamwork.
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
||||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
3,119.1
|
|
|
$
|
2,828.7
|
|
|
$
|
8,533.1
|
|
|
$
|
8,403.6
|
|
Gross profit
|
|
$
|
735.3
|
|
|
$
|
619.3
|
|
|
$
|
1,998.8
|
|
|
$
|
1,852.7
|
|
Gross profit margin
|
|
23.6
|
%
|
|
21.9
|
%
|
|
23.4
|
%
|
|
22.0
|
%
|
||||
Selling, general and administrative expenses
|
|
$
|
392.0
|
|
|
$
|
335.9
|
|
|
$
|
1,051.6
|
|
|
$
|
1,020.8
|
|
Selling, general and administrative expenses, as a percent of sales
|
|
12.6
|
%
|
|
11.9
|
%
|
|
12.3
|
%
|
|
12.1
|
%
|
||||
Interest expense
|
|
$
|
42.1
|
|
|
$
|
33.7
|
|
|
$
|
109.6
|
|
|
$
|
103.8
|
|
Other (income), net
|
|
$
|
(13.8
|
)
|
|
$
|
(23.4
|
)
|
|
$
|
(90.5
|
)
|
|
$
|
(50.4
|
)
|
Effective tax rate
|
|
24.2
|
%
|
|
31.4
|
%
|
|
25.6
|
%
|
|
27.4
|
%
|
||||
Net income
|
|
$
|
238.8
|
|
|
$
|
187.1
|
|
|
$
|
690.5
|
|
|
$
|
565.3
|
|
Net income, as a percent of sales
|
|
7.7
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
|
6.7
|
%
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31,
|
||||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
1,413.3
|
|
|
$
|
1,247.9
|
|
|
$
|
3,701.3
|
|
|
$
|
3,695.0
|
|
International
|
|
1,128.9
|
|
|
1,019.8
|
|
|
3,149.8
|
|
|
3,050.7
|
|
||||
Operating income
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
227.4
|
|
|
202.2
|
|
|
612.0
|
|
|
568.5
|
|
||||
International
|
|
$
|
153.0
|
|
|
$
|
105.2
|
|
|
$
|
417.7
|
|
|
$
|
329.8
|
|
Operating margin
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
16.1
|
%
|
|
16.2
|
%
|
|
16.5
|
%
|
|
15.4
|
%
|
||||
International
|
|
13.6
|
%
|
|
10.3
|
%
|
|
13.3
|
%
|
|
10.8
|
%
|
||||
Backlog
|
|
$
|
1,969.1
|
|
|
$
|
1,518.6
|
|
|
$
|
1,969.1
|
|
|
$
|
1,518.6
|
|
|
|
Period Ending March 31,
|
||||
|
|
Three Months
|
|
Nine Months
|
||
Diversified Industrial North America – as reported
|
|
13.3
|
%
|
|
0.2
|
%
|
Acquisitions
|
|
9.7
|
%
|
|
3.3
|
%
|
Currency
|
|
(0.2
|
)%
|
|
(0.4
|
)%
|
Diversified Industrial North America – without acquisitions and currency
|
|
3.8
|
%
|
|
(2.7
|
)%
|
|
|
|
|
|
||
Diversified Industrial International – as reported
|
|
10.7
|
%
|
|
3.2
|
%
|
Acquisitions
|
|
3.7
|
%
|
|
1.8
|
%
|
Currency
|
|
(2.5
|
)%
|
|
(1.6
|
)%
|
Diversified Industrial International – without acquisitions and currency
|
|
9.5
|
%
|
|
3.0
|
%
|
|
|
|
|
|
||
Total Diversified Industrial Segment – as reported
|
|
12.1
|
%
|
|
1.6
|
%
|
Acquisitions
|
|
7.0
|
%
|
|
2.6
|
%
|
Currency
|
|
(1.3
|
)%
|
|
(0.9
|
)%
|
Total Diversified Industrial Segment – without acquisitions and currency
|
|
6.4
|
%
|
|
(0.1
|
)%
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Diversified Industrial North America
|
|
$
|
4.0
|
|
|
$
|
8.5
|
|
|
$
|
10.0
|
|
|
$
|
25.5
|
|
Diversified Industrial International
|
|
10.6
|
|
|
15.9
|
|
|
22.1
|
|
|
41.9
|
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31, |
||||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
577.0
|
|
|
$
|
561.0
|
|
|
$
|
1,682.0
|
|
|
$
|
1,657.9
|
|
Operating income
|
|
$
|
80.0
|
|
|
$
|
84.2
|
|
|
$
|
225.8
|
|
|
$
|
240.0
|
|
Operating margin
|
|
13.9
|
%
|
|
15.0
|
%
|
|
13.4
|
%
|
|
14.5
|
%
|
||||
Backlog
|
|
$
|
1,695.2
|
|
|
$
|
1,794.9
|
|
|
$
|
1,695.2
|
|
|
$
|
1,794.9
|
|
(dollars in millions)
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
Expense (income)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign currency transaction
|
|
$
|
7.0
|
|
|
$
|
17.5
|
|
|
$
|
6.2
|
|
|
$
|
25.7
|
|
Stock-based compensation
|
|
8.4
|
|
|
8.5
|
|
|
43.6
|
|
|
41.2
|
|
||||
Pensions
|
|
19.5
|
|
|
26.8
|
|
|
59.9
|
|
|
83.9
|
|
||||
Divestitures and asset sales and writedowns
|
|
1.0
|
|
|
(9.6
|
)
|
|
(43.5
|
)
|
|
(11.4
|
)
|
||||
Acquisition expenses
|
|
20.5
|
|
|
—
|
|
|
36.6
|
|
|
—
|
|
||||
Other items, net
|
|
1.1
|
|
|
(0.7
|
)
|
|
(5.7
|
)
|
|
(10.0
|
)
|
||||
|
|
$
|
57.5
|
|
|
$
|
42.5
|
|
|
$
|
97.1
|
|
|
$
|
129.4
|
|
(dollars in millions)
|
|
March 31,
2017
|
|
June 30,
2016
|
||||
Cash
|
|
$
|
856.3
|
|
|
$
|
2,104.0
|
|
Trade accounts receivable, net
|
|
1,869.3
|
|
|
1,593.9
|
|
||
Inventories
|
|
1,538.6
|
|
|
1,173.3
|
|
||
Deferred income tax asset
|
|
65.2
|
|
|
605.2
|
|
||
Intangible assets
|
|
2,338.4
|
|
|
922.6
|
|
||
Goodwill
|
|
5,508.7
|
|
|
2,903.0
|
|
||
Notes payable and long-term debt payable within one year
|
|
776.2
|
|
|
361.8
|
|
||
Long-term debt
|
|
5,255.2
|
|
|
2,652.5
|
|
||
Shareholders’ equity
|
|
4,742.1
|
|
|
4,575.3
|
|
||
Working capital
|
|
$
|
1,570.7
|
|
|
$
|
2,841.9
|
|
Current ratio
|
|
1.52
|
|
|
2.20
|
|
|
|
Nine Months Ended
March 31,
|
||||||
(dollars in millions)
|
|
2017
|
|
2016
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
789.3
|
|
|
$
|
704.6
|
|
Investing activities
|
|
(3,308.4
|
)
|
|
(394.5
|
)
|
||
Financing activities
|
|
2,168.4
|
|
|
(415.7
|
)
|
||
Effect of exchange rates
|
|
(51.4
|
)
|
|
(40.0
|
)
|
||
Net (decrease) in cash and cash equivalents
|
|
$
|
(402.1
|
)
|
|
$
|
(145.6
|
)
|
Fitch Ratings
|
|
A-
|
Moody's Investor Services, Inc.
|
|
Baa1
|
Standard & Poor's
|
|
A
|
•
|
changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments;
|
•
|
disputes regarding contract terms or significant changes in financial condition, changes in contract cost and revenue estimates for new development programs, and changes in product mix;
|
•
|
ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the integration of Clarcor; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures;
|
•
|
the determination to undertake business realignment activities and the expected costs thereof and, if undertaken, the ability to complete such activities and realize the anticipated cost savings from such activities;
|
•
|
ability to implement successfully the capital allocation initiatives, including timing, price and execution of share repurchases;
|
•
|
availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing;
|
•
|
ability to manage costs related to insurance and employee retirement and health care benefits;
|
•
|
compliance costs associated with environmental laws and regulations;
|
•
|
potential labor disruptions;
|
•
|
threats associated with and efforts to combat terrorism and cyber-security risks;
|
•
|
uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals;
|
•
|
competitive market conditions and resulting effects on sales and pricing; and
|
•
|
global economic factors, including manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability.
|
(a)
|
Unregistered Sales of Equity Securities.
Not applicable.
|
(b)
|
Use of Proceeds.
Not applicable.
|
(c)
|
Issuer Purchases of Equity Securities.
|
Period
|
|
(a) Total
Number of
Shares
Purchased
|
|
(b) Average
Price Paid
Per Share
|
|
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs (1)
|
|||||
January 1, 2017 through January 31, 2017
|
|
112,900
|
|
|
$
|
143.34
|
|
|
112,900
|
|
|
17,874,859
|
|
February 1, 2017 through February 28, 2017
|
|
101,300
|
|
|
$
|
150.75
|
|
|
101,300
|
|
|
17,773,559
|
|
March 1, 2017 through March 31, 2017
|
|
117,913
|
|
|
$
|
157.24
|
|
|
117,913
|
|
|
17,655,646
|
|
Total:
|
|
332,113
|
|
|
$
|
150.53
|
|
|
332,113
|
|
|
17,655,646
|
|
(1)
|
On August 16, 1990, the Company publicly announced that its Board of Directors authorized the repurchase by the Company of up to 3 million shares of its common stock. From time to time thereafter, the Board of Directors has adjusted the overall maximum number of shares authorized for repurchase under this program. On October 22, 2014, the Company publicly announced that the Board of Directors increased the overall maximum number of shares authorized for repurchase under this program so that, beginning on such date, the aggregate number of shares authorized for repurchase was 35 million shares. There is no limitation on the amount of shares that can be repurchased in a fiscal year. There is no expiration date for this program.
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*
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Submitted electronically herewith.
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PARKER-HANNIFIN CORPORATION
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(Registrant)
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/s/ Catherine A. Suever
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Catherine A. Suever
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Executive Vice President - Finance & Administration and
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Chief Financial Officer
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Date: May 9, 2017
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Exhibit
No.
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Description of Exhibit
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4(a)
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Registration Rights Agreement, dated February 24, 2017, among Parker-Hannifin Corporation and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as Representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.1 of Parker's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2017).
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4(b)
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Registration Rights Agreement, dated February 24, 2017, among Parker-Hannifin Corporation and the Initial Purchasers (incorporated by reference to Exhibit 4.2 of Parker's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2017).
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10(a)
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Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan, effective April 1, 2017.*
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12
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Computation of Ratio of Earnings to Fixed Charges as of March 31, 2017.*
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31(a)
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Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
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31(b)
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Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
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32
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002. *
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101.INS
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XBRL Instance Document.*
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101.SCH
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XBRL Taxonomy Extension Schema Document.*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. *
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.*
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*
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Submitted electronically herewith.
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A.
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The shareholders of the Company approved the Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan (the “Omnibus Plan”) on October 26, 2016.
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B.
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Under section 17 of the Omnibus Plan, the Committee generally has the authority to amend and modify the Omnibus Plan for any purpose permitted by law (unless it would materially adversely affect the right of a participant for previously granted awards and subject to shareholder approval when required).
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C.
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Under the Omnibus Plan, Restricted Stock Awards and Restricted Stock Unit Awards are subject to a Service requirement of not less than one (1) year. In addition, Unresticted Stock Awards are subject to a performance period of not less than one (1) year. However, there is no express minimum Service requirement under the Omnibus Plan for grants of stock options (“Options”) or stock appreciation rights (“SARs”).
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D.
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The Committee concluded that the Omnibus Plan should be amended to apply the same one-year minimum Service requirement (that currently applies to Restricted Stock and Restricted Stock Unit awards) to Options and SARs.
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E.
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Shareholder approval is not required for this Amendment to the Omnibus Plan because the New York Stock Exchange Listing Standards specifically exclude from the shareholder approval requirement any change that
curtails rather than expands the scope of the equity award plan.
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1.
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Effective April 19, 2017, a new Section 6.4 shall be added to the Omnibus Plan as provided below. Current sections 6.4 through 6.6 shall be renumbered accordingly, and all cross-references shall be amended accordingly.
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2.
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Effective April 19, 2017, new Section 7.4 shall be added to the Omnibus Plan as provided below. Current Sections 7.4 and 7.5 shall be renumbered accordingly, and all cross-references shall be amended accordingly.
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||||
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Nine Months Ended
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March 31,
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Fiscal Year Ended June 30,
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2017
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2016
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2016
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2015
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2014
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2013
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2012
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EARNINGS
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Income from continuing operations before income taxes and noncontrolling interests
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$
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928,030
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$
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778,522
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$
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1,114,728
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$
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1,432,240
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$
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1,556,720
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$
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1,311,001
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$
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1,576,698
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Adjustments:
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Interest on indebtedness, exclusive of interest capitalized
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106,516
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101,137
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133,004
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115,077
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79,845
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88,668
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89,888
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Amortization of deferred loan costs
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3,133
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2,665
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3,513
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3,329
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2,721
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2,884
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2,902
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Portion of rents representative of interest factor
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29,751
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31,414
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39,668
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41,886
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43,983
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44,493
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41,515
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Loss (income) of equity investees
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(29,969
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)
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(16,666
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)
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(25,648
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)
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(23,204
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)
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(11,141
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)
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(247
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)
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1,237
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Distributed income of equity investees
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30,087
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21,995
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36,616
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31,723
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1,661
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—
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—
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Amortization of previously capitalized interest
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102
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119
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152
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179
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190
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193
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196
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Income as adjusted
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$
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1,067,650
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$
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919,186
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$
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1,302,033
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$
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1,601,230
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$
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1,673,979
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$
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1,446,992
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$
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1,712,436
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FIXED CHARGES
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Interest on indebtedness, exclusive of interest capitalized
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$
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106,516
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$
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101,137
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$
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133,004
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$
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115,077
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$
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79,845
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$
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88,668
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$
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89,888
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Amortization of deferred loan costs
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3,133
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2,665
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3,513
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3,329
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2,721
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2,884
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2,902
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Portion of rents representative of interest factor
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29,751
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31,414
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39,668
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41,886
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43,983
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44,493
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41,515
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Fixed charges
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$
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139,400
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$
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135,216
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$
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176,185
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$
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160,292
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$
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126,549
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$
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136,045
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$
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134,305
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||||||||||||||
RATIO OF EARNINGS TO FIXED CHARGES
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7.66
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x
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6.80
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x
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7.39
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x
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9.99
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x
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13.23
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x
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10.64
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x
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12.75
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x
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1.
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I have reviewed this quarterly report on Form 10-Q of Parker-Hannifin Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Thomas L. Williams
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Thomas L. Williams
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Parker-Hannifin Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Catherine A. Suever
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Catherine A. Suever
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Executive Vice President - Finance &
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Administration and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ Thomas L. Williams
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Name: Thomas L. Williams
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Title: Chief Executive Officer
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/s/ Catherine A. Suever
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Name: Catherine A. Suever
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Title: Executive Vice President - Finance &
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Administration and Chief Financial Officer
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