☒
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ANNUAL 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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(I.R.S. Employer
Identification No.)
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6035 Parkland Boulevard,
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Cleveland,
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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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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on which Registered
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Common Shares, $.50 par value
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PH
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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(Do not check if a smaller reporting company)
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Emerging Growth Company
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☐
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 1C.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Engineered Materials Group:
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• Aerospace
• Agriculture
• Chemical processing
• Construction
• Information technology
• Life sciences
• Microelectronics
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• Military
• Oil & gas
• Power generation
• Renewable energy
• Telecommunications
• Transportation
• Truck & bus
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Filtration
Group: |
• Agriculture
• Aerospace & defense
• Construction
• Food & beverage
• Heating, ventilation & air conditioning (HVAC)
• Industrial machinery
• Life sciences
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• Marine
• Mining
• Oil & gas
• Power generation
• Renewable energy
• Transportation
• Water purification
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Fluid Connectors
Group: |
• Aerial lift
• Agriculture
• Bulk chemical handling
• Construction
• Food & beverage
• Fuel & gas delivery
• Industrial machinery
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• Life sciences
• Marine
• Mining
• Mobile
• Oil & gas
• Renewable energy
• Transportation
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Instrumentation
Group: |
• Air conditioning
• Alternative fuels
• Analytical
• Chemical
• Diesel engine
• Food & beverage
• Industrial machinery
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• Life sciences
• Microelectronics
• Oil & gas
• Refining
• Refrigeration
• Transportation
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|
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Motion Systems
Group: |
Mobile:
• Agriculture
• Construction
• Marine
• Material handling
• Military
• Transportation
• Truck & bus
• Turf
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Industrial:
• Distribution
• General machinery
• Machine tool
• Mining
• Oil & gas
• Power generation
• Semiconductor
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• Dynamic seals
• Elastomeric o-rings
• Electromagnetic interference shielding
• Extrusion & fabricated seals
• High-temperature metal seals
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• Homogeneous & inserted elastomeric shapes
• Medical products fabrication & assembly
• Metal & plastic composite bonded seals
• Precision-cut seals
• Thermal management
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• Aerospace filters & systems
• Air pollution control & dust collection systems & filters
• Compressed air & gas treatment solutions
• Engine fuel, oil, air & closed crankcase ventilation filtration systems
• Filtration & purification systems
• Fluid condition monitoring systems
• Gas turbine air inlet filters
• Heating, ventilation & air conditioning filters
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• Hydraulic & lubrication filters & systems
• Industrial & analytical gas generators
• Instrumentation filters
• Membrane, fiber, & sintered metal filters
• Natural gas filters
• Process liquid, air & gas filters
• Sterile air filters
• Water purification filters & systems
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• Check valves
• Diagnostic and IoT sensors
• Hose couplings
• Hose crimpers
• Industrial hose
• Low pressure fittings & adapters
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• Polytetrafluoroethylene (PTFE) hose & tubing
• Quick couplings
• Rubber & thermoplastic hose
• Tube fittings & adapters
• Tubing & plastic fittings
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Hydraulic Actuation:
• Cylinders
• Rotary actuators
• Helical actuators
• Accumulators
• Electrohydraulic actuators
• Coolers
Hydraulic Pumps & Motors:
• Piston pumps & motors
• Vane pumps & motors
• Gerotor pumps & motors
• Power take-offs
• Fan drives
• Electrohydraulic pumps
• Drive controlled pumps
• Screw pumps
• Integrated hydrostatic transmissions
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Hydraulic and Electro Hydraulic Systems:
• Hydraulic valves
• Cartridge valves
• Industrial valves
• Mobile valves
Pneumatics:
• Pneumatic valves
• Air preparation (FRL) & dryers
• Pneumatic cylinders
• Grippers
• IO link controllers
Electronics:
• Electric actuators & positioners
• Electronic displays & human machine interfaces (HMI)
• Controllers & HMI
• Sensors
• IoT
• Electric motors & gearheads
• Drives (AC/DC Servo)
• Joysticks
• Clusters
• Software
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• Control actuation systems & components
• Engine systems & components
• Fluid conveyance systems & components
• Fluid metering, delivery & atomization devices
• Fuel systems & components
• Fuel tank inerting systems
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• Hydraulic systems & components
• Lubrication components
• Pneumatic control components
• Power conditioning & management systems
• Thermal management
• Wheels & brakes
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•
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decentralized business model;
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•
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technology breadth and interconnectivity;
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•
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engineered products with intellectual property;
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•
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long product life cycles;
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•
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balanced OEM vs. aftermarket;
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•
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low capital investment requirements; and
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•
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great generators and delployers of cash over the cycle.
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•
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fluctuations in currency exchange rates and/or changes in monetary policy;
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•
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limitations on ownership and on repatriation of earnings;
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•
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transportation delays and interruptions;
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•
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political, social and economic instability and disruptions;
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•
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government embargoes or trade restrictions;
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•
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the imposition of duties and tariffs and other trade barriers;
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•
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import and export controls;
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•
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labor unrest and current and changing regulatory environments;
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•
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the potential for nationalization of enterprises;
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•
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difficulties in staffing and managing multi-national operations;
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•
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limitations on our ability to enforce legal rights and remedies;
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•
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potentially adverse tax consequences; and
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•
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difficulties in implementing restructuring actions on a timely basis.
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•
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the occurrence of any event, change or other circumstances that could delay the closing of the proposed transactions;
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•
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the possibility of non-consummation of the proposed transactions and termination of the acquisition agreements;
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•
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the failure to satisfy any of the conditions to the proposed transactions set forth in the acquisition agreements; the possibility that a governmental entity may prohibit the consummation of the proposed transactions or may delay or refuse to grant a necessary regulatory approval in connection with the proposed transactions or that in order for the parties to obtain any such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transactions or cause the parties to abandon the proposed transactions;
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•
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adverse effects on our common stock or other securities because of the failure to complete the proposed transactions;
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•
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business disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities;
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•
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the possibility that the expected synergies and value creation from the proposed transactions will not be realized or will not be realized within the expected time period;
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•
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the parties being unable to successfully implement integration strategies; and
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•
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and significant transaction costs related to the proposed transactions.
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the consequences of a change in tax treatment, including the cost of integration and compliance and the possibility that the full benefits anticipated to result from the Clarcor acquisition may not be realized;
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delays in the integration of management teams, strategies, operations, products, and services;
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•
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differences in business backgrounds, corporate cultures, and management philosophies that may delay successful integration;
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•
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the ability to retain key employees;
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•
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the ability to create and enforce uniform standards, controls, procedures, policies, and information systems;
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•
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challenges of integrating complex systems, technologies, networks, and other assets of Clarcor in a manner that minimizes any adverse impact or disruptions to customers, suppliers, employees, and other constituencies; and
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•
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unknown liabilities and unforeseen increased expenses or delays associated with the integration beyond current estimates.
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•
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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, and changes in contract cost and revenue estimates for new development programs;
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changes in product mix;
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•
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changes in the market acceptance of our products;
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•
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increased competition in the markets we serve;
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declines in the general level of industrial production;
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•
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weakness in the end-markets we serve;
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•
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fluctuations in the availability or the prices of raw materials; and
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•
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fluctuations in currency exchange rates.
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Name
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Position
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Officer
Since(1)
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Age as of
8/15/2019
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Thomas L. Williams
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Chairman of the Board, Chief Executive Officer and Director
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2005
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60
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Lee C. Banks
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President, Chief Operating Officer and Director
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2001
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56
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Catherine A. Suever
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Executive Vice President – Finance & Administration and Chief Financial Officer
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2010
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60
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Mark J. Hart
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Executive Vice President – Human Resources & External Affairs
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2016
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54
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William R. "Skip" Bowman
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Vice President and President - Instrumentation Group
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2016
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61
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Thomas C. Gentile
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Vice President – Global Supply Chain
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2017
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47
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Todd M. Leombruno
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Vice President and Controller
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2017
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49
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Joseph R. Leonti
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Vice President, General Counsel and Secretary
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2014
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47
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Robert W. Malone
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Vice President and President – Filtration Group
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2014
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55
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M. Craig Maxwell
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Vice President – Chief Technology and Innovation Officer
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2003
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61
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Dinu J. Parel
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Vice President and Chief Information Officer
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2018
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39
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Jennifer A. Parmentier
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Vice President and President – Motion Systems Group
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2015
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52
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Andrew D. Ross
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Vice President and President – Fluid Connectors Group
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2012
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52
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Roger S. Sherrard
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Vice President and President – Aerospace Group
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2003
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53
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Andrew M. Weeks
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Vice President and President – Engineered Materials Group
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2015
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56
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(a)
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Market for the Registrant’s Common Equity. The Company’s common stock is listed for trading on the New York Stock Exchange ("NYSE") under the symbol "PH". As of July 31, 2019, the number of shareholders of record of the Company was 3,464.
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(b)
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Use of Proceeds. Not Applicable.
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(c)
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
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ISSUER PURCHASES OF EQUITY SECURITIES
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|||||||||||||
Period
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(a) Total
Number
of Shares
Purchased
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(b) Average
Price Paid
Per Share
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(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
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(d) Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans or
Programs
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|||||
April 1, 2019 through April 30, 2019
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91,600
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$
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182.97
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91,600
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11,046,103
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May 1, 2019 through May 31, 2019
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103,000
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$
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168.89
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103,000
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10,943,103
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June 1, 2019 through June 30, 2019
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96,283
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$
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164.50
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96,283
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10,846,820
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Total
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290,883
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290,883
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(1)
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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 year. There is no expiration date for this program.
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(Amounts in thousands, except per share information)
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2019
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|
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2018
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2017
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2016
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2015
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|||||
Net sales
|
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$
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14,320,324
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|
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$
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14,302,392
|
|
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$
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12,029,312
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|
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$
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11,360,753
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|
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$
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12,711,744
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Net income attributable to common shareholders
|
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1,512,364
|
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1,060,801
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983,412
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806,840
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1,012,140
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|||||
Basic earnings per share
|
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11.63
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|
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7.98
|
|
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7.37
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5.96
|
|
|
7.08
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|||||
Diluted earnings per share
|
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11.48
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7.83
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|
7.25
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|
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5.89
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|
|
6.97
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|||||
Cash dividends per share
|
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3.16
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2.74
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|
|
2.58
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|
|
2.52
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|
|
2.37
|
|
|||||
Total assets
|
|
17,576,690
|
|
|
15,320,087
|
|
|
15,489,904
|
|
|
12,034,142
|
|
|
12,254,279
|
|
|||||
Long-term debt
|
|
6,520,831
|
|
|
4,318,559
|
|
|
4,861,895
|
|
|
2,652,457
|
|
|
2,698,957
|
|
•
|
global economic and political factors, including manufacturing activity, air travel trends, currency exchange rates and monetary policy, trade policy and tariffs, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability;
|
•
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our ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions, including the integration of CLARCOR Inc. ("Clarcor") and the proposed acquisitions of LORD Corporation ("Lord") and EMFCO Holdings Incorporated, parent company of Exotic Metals Forming Company LLC ("Exotic"); ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures;
|
•
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our ability to effectively manage expanded operations from the acquisition of Clarcor or the proposed acquisitions of Lord and Exotic;
|
•
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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;
|
•
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increased cybersecurity threats and sophisticated computer crime;
|
•
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business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments;
|
•
|
the development of new products and technologies requiring substantial investment;
|
•
|
availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing;
|
•
|
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;
|
•
|
uncertainties surrounding the ultimate resolution of outstanding legal and regulatory proceedings, including the outcome of any appeals;
|
•
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additional liabilities relating to changes in tax rates or exposure to additional income tax liabilities;
|
•
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potential product liability risks;
|
•
|
our ability to enter into, own, renew and maintain intellectual property and know-how;
|
•
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our leverage and future debt service obligations;
|
•
|
potential impairment of goodwill;
|
•
|
compliance costs associated with environmental laws and climate change regulations;
|
•
|
our ability to manage costs related to insurance and employee retirement and health care benefits;
|
•
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compliance with federal rules, regulations, audits and investigations associated with being a provider of products to the United States government; and
|
•
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our ability to implement successfully the Company's capital allocation initiatives, including timing, price and execution of share repurchases.
|
•
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Purchasing Managers Index ("PMI") on manufacturing activity specific to regions around the world with respect to most mobile and industrial markets;
|
•
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Global aircraft miles flown and global revenue passenger miles for commercial aerospace markets and Department of Defense spending for military aerospace markets; and
|
•
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Housing starts with respect to the North American residential air conditioning market and certain mobile construction markets.
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
|||
United States
|
50.6
|
|
|
55.3
|
|
|
60.2
|
|
Eurozone countries
|
47.6
|
|
|
47.5
|
|
|
54.9
|
|
China
|
49.4
|
|
|
50.8
|
|
|
51.0
|
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Brazil
|
51.0
|
|
|
52.8
|
|
|
49.8
|
|
•
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Serving the customer and continuously enhancing its experience with the Company;
|
•
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Successfully executing The Win Strategy initiatives relating to engaged people, premier customer experience, profitable growth and financial performance;
|
•
|
Maintaining a 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 our values, inclusion and diversity, accountability and teamwork.
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Net sales
|
|
$
|
14,320
|
|
|
$
|
14,302
|
|
Gross profit margin
|
|
25.3
|
%
|
|
24.9
|
%
|
||
Selling, general and administrative expenses
|
|
$
|
1,544
|
|
|
$
|
1,640
|
|
Selling, general and administrative expenses, as a percent of sales
|
|
10.8
|
%
|
|
11.5
|
%
|
||
Interest expense
|
|
$
|
190
|
|
|
$
|
214
|
|
Other (income) expense, net
|
|
(61
|
)
|
|
13
|
|
||
Loss (gain) on disposal of assets
|
|
11
|
|
|
(4
|
)
|
||
Effective tax rate
|
|
21.7
|
%
|
|
37.7
|
%
|
||
Net income attributable to common shareholders
|
|
$
|
1,512
|
|
|
$
|
1,061
|
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Sales
|
|
|
|
|
||||
North America
|
|
$
|
6,809
|
|
|
$
|
6,727
|
|
International
|
|
5,001
|
|
|
5,260
|
|
||
Operating income
|
|
|
|
|
||||
North America
|
|
1,139
|
|
|
1,076
|
|
||
International
|
|
805
|
|
|
765
|
|
||
Operating income as a percent of sales
|
|
|
|
|
||||
North America
|
|
16.7
|
%
|
|
16.0
|
%
|
||
International
|
|
16.1
|
%
|
|
14.5
|
%
|
||
Backlog
|
|
$
|
2,011
|
|
|
$
|
2,167
|
|
|
|
2019
|
|
Diversified Industrial North America – as reported
|
|
1.2
|
%
|
Divestitures
|
|
(0.3
|
)%
|
Currency
|
|
(0.3
|
)%
|
Diversified Industrial North America – without divestitures and currency
|
|
1.8
|
%
|
|
|
|
|
Diversified Industrial International – as reported
|
|
(4.9
|
)%
|
Divestitures
|
|
(0.6
|
)%
|
Currency
|
|
(5.4
|
)%
|
Diversified Industrial International – without divestitures and currency
|
|
1.1
|
%
|
|
|
|
|
Total Diversified Industrial Segment – as reported
|
|
(1.5
|
)%
|
Divestitures
|
|
(0.5
|
)%
|
Currency
|
|
(2.5
|
)%
|
Total Diversified Industrial Segment – without divestitures and currency
|
|
1.5
|
%
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Diversified Industrial North America
|
|
$
|
13
|
|
|
$
|
37
|
|
Diversified Industrial International
|
|
15
|
|
|
41
|
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Sales
|
|
$
|
2,511
|
|
|
$
|
2,316
|
|
Operating income
|
|
488
|
|
|
398
|
|
||
Operating income as a percent of sales
|
|
19.4
|
%
|
|
17.2
|
%
|
||
Backlog
|
|
$
|
2,209
|
|
|
$
|
1,954
|
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Cash
|
|
$
|
3,371
|
|
|
$
|
855
|
|
Trade accounts receivable, net
|
|
2,131
|
|
|
2,146
|
|
||
Inventories
|
|
1,678
|
|
|
1,621
|
|
||
Long-term debt
|
|
6,521
|
|
|
4,319
|
|
||
Shareholders' equity
|
|
5,962
|
|
|
5,860
|
|
||
Working capital
|
|
$
|
4,521
|
|
|
$
|
1,888
|
|
Current ratio
|
|
2.4
|
|
|
1.6
|
|
(dollars in millions)
|
|
2019
|
|
|
2018
|
|
||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
1,730
|
|
|
$
|
1,597
|
|
Investing activities
|
|
(219
|
)
|
|
24
|
|
||
Financing activities
|
|
902
|
|
|
(1,682
|
)
|
||
Effect of exchange rates
|
|
(16
|
)
|
|
(1
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
2,397
|
|
|
$
|
(62
|
)
|
Fitch Ratings
|
|
A-
|
Moody's Investor Services, Inc.
|
|
Baa1
|
Standard & Poor's
|
|
A
|
(dollars in millions)
|
|
Payments due by period
|
||||||||||||||||||
Contractual obligations
|
|
Total
|
|
|
Less than 1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than 5 years
|
|
|||||
Transition tax payments related to TCJ Act (Note 5)
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
128
|
|
Long-term debt (Note 10)
|
|
6,596
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
5,721
|
|
|||||
Interest on long-term debt
|
|
3,681
|
|
|
227
|
|
|
454
|
|
|
436
|
|
|
2,564
|
|
|||||
Operating leases (Note 10)
|
|
143
|
|
|
46
|
|
|
53
|
|
|
21
|
|
|
23
|
|
|||||
Retirement benefits (Note 11)
|
|
119
|
|
|
82
|
|
|
10
|
|
|
9
|
|
|
18
|
|
|||||
Total
|
|
$
|
10,726
|
|
|
$
|
355
|
|
|
$
|
517
|
|
|
$
|
1,400
|
|
|
$
|
8,454
|
|
|
|
Page Number
in Form 10-K
|
Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Goodwill - Refer to Notes 1 and 8 to the financial statements
|
How the Critical Audit Matter Was Addressed in the Audit
|
•
|
We tested the effectiveness of the control over management’s determination of goodwill reporting units for goodwill.
|
•
|
We evaluated the following significant judgments made by management:
|
–
|
Identification of reporting units including the consideration of discrete financial information that was available and level of review of the operating results for each reporting unit.
|
–
|
The aggregation of single reporting units based on similar economic characteristics.
|
•
|
We performed a retrospective review of select reporting units identified at one level below the operating segment level to evaluate the potential existence of any impairment indicators prior to the change in the determination of reporting units at the operating segment level.
|
|
|
|
For the years ended June 30,
|
||||||||||
(Dollars in thousands, except per share amounts)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net Sales
|
|
$
|
14,320,324
|
|
|
$
|
14,302,392
|
|
|
$
|
12,029,312
|
|
Cost of sales
|
|
10,703,484
|
|
|
10,737,745
|
|
|
9,119,029
|
|
|||
Selling, general and administrative expenses
|
|
1,543,939
|
|
|
1,639,989
|
|
|
1,412,820
|
|
|||
Interest expense
|
|
190,138
|
|
|
213,873
|
|
|
162,436
|
|
|||
Other (income) expense, net
|
|
(61,247
|
)
|
|
12,991
|
|
|
49,647
|
|
|||
Loss (gain) on disposal of assets (Note 3)
|
|
10,585
|
|
|
(4,483
|
)
|
|
(43,261
|
)
|
|||
Income before income taxes
|
|
1,933,425
|
|
|
1,702,277
|
|
|
1,328,641
|
|
|||
Income taxes (Note 5)
|
|
420,494
|
|
|
640,962
|
|
|
344,797
|
|
|||
Net Income
|
|
1,512,931
|
|
|
1,061,315
|
|
|
983,844
|
|
|||
Less: Noncontrolling interest in subsidiaries' earnings
|
|
567
|
|
|
514
|
|
|
432
|
|
|||
Net Income Attributable to Common Shareholders
|
|
$
|
1,512,364
|
|
|
$
|
1,060,801
|
|
|
$
|
983,412
|
|
|
|
|
|
|
|
|
||||||
Earnings per Share Attributable to Common Shareholders (Note 6)
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
11.63
|
|
|
$
|
7.98
|
|
|
$
|
7.37
|
|
Diluted earnings per share
|
|
$
|
11.48
|
|
|
$
|
7.83
|
|
|
$
|
7.25
|
|
|
|
For the years ended June 30,
|
||||||||||
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net Income
|
|
$
|
1,512,931
|
|
|
$
|
1,061,315
|
|
|
$
|
983,844
|
|
Less: Noncontrolling interests in subsidiaries' earnings
|
|
567
|
|
|
514
|
|
|
432
|
|
|||
Net income attributable to common shareholders
|
|
1,512,364
|
|
|
1,060,801
|
|
|
983,412
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment and other (net of tax of $709, $16,964 and $40,935 in 2019, 2018 and 2017)
|
|
(66,392
|
)
|
|
(18,575
|
)
|
|
(80,865
|
)
|
|||
Retirement benefits plan activity (net of tax of $71,821, $(82,506) and $(218,590) in 2019, 2018 and 2017)
|
|
(227,783
|
)
|
|
179,253
|
|
|
384,784
|
|
|||
Other comprehensive (loss) income
|
|
(294,175
|
)
|
|
160,678
|
|
|
303,919
|
|
|||
Less: Other comprehensive income (loss) for noncontrolling interests
|
|
53
|
|
|
(440
|
)
|
|
358
|
|
|||
Other comprehensive (loss) income attributable to common shareholders
|
|
(294,228
|
)
|
|
161,118
|
|
|
303,561
|
|
|||
Total Comprehensive Income Attributable to Common Shareholders
|
|
$
|
1,218,136
|
|
|
$
|
1,221,919
|
|
|
$
|
1,286,973
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net Sales:
|
|
|
|
|
|
|
||||||
Diversified Industrial:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
6,808,948
|
|
|
$
|
6,726,900
|
|
|
$
|
5,366,809
|
|
International
|
|
5,000,599
|
|
|
5,259,793
|
|
|
4,377,776
|
|
|||
Aerospace Systems
|
|
2,510,777
|
|
|
2,315,699
|
|
|
2,284,727
|
|
|||
|
|
$
|
14,320,324
|
|
|
$
|
14,302,392
|
|
|
$
|
12,029,312
|
|
Segment Operating Income:
|
|
|
|
|
|
|
||||||
Diversified Industrial:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
1,138,586
|
|
|
$
|
1,076,021
|
|
|
$
|
873,552
|
|
International
|
|
804,890
|
|
|
765,188
|
|
|
579,207
|
|
|||
Aerospace Systems
|
|
487,757
|
|
|
397,970
|
|
|
337,496
|
|
|||
Total segment operating income
|
|
2,431,233
|
|
|
2,239,179
|
|
|
1,790,255
|
|
|||
Corporate administration
|
|
194,994
|
|
|
200,901
|
|
|
172,632
|
|
|||
Income before interest expense and other expense
|
|
2,236,239
|
|
|
2,038,278
|
|
|
1,617,623
|
|
|||
Interest expense
|
|
190,138
|
|
|
213,873
|
|
|
162,436
|
|
|||
Other expense
|
|
112,676
|
|
|
122,128
|
|
|
126,546
|
|
|||
Income before income taxes
|
|
$
|
1,933,425
|
|
|
$
|
1,702,277
|
|
|
$
|
1,328,641
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Diversified Industrial
|
|
$
|
13,189,204
|
|
|
$
|
13,368,619
|
|
|
$
|
13,366,981
|
|
Aerospace Systems (a)
|
|
1,546,053
|
|
|
1,446,745
|
|
|
1,412,707
|
|
|||
Corporate
|
|
2,841,433
|
|
|
504,723
|
|
|
710,216
|
|
|||
|
|
$
|
17,576,690
|
|
|
$
|
15,320,087
|
|
|
$
|
15,489,904
|
|
|
|
|
|
|
|
|
||||||
Property Additions:
|
|
|
|
|
|
|
||||||
Diversified Industrial
|
|
$
|
172,348
|
|
|
$
|
196,469
|
|
|
$
|
148,765
|
|
Aerospace Systems
|
|
20,748
|
|
|
15,225
|
|
|
16,929
|
|
|||
Corporate
|
|
1,993
|
|
|
35,973
|
|
|
38,054
|
|
|||
|
|
$
|
195,089
|
|
|
$
|
247,667
|
|
|
$
|
203,748
|
|
|
|
|
|
|
|
|
||||||
Depreciation:
|
|
|
|
|
|
|
||||||
Diversified Industrial
|
|
$
|
203,144
|
|
|
$
|
211,648
|
|
|
$
|
176,823
|
|
Aerospace Systems
|
|
16,268
|
|
|
16,737
|
|
|
17,484
|
|
|||
Corporate
|
|
6,263
|
|
|
9,421
|
|
|
8,561
|
|
|||
|
|
$
|
225,675
|
|
|
$
|
237,806
|
|
|
$
|
202,868
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
By Geographic Area (b)
|
|
|
|
|
|
|
||||||
Net Sales:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
9,318,195
|
|
|
$
|
8,978,490
|
|
|
$
|
7,585,689
|
|
International
|
|
5,002,129
|
|
|
5,323,902
|
|
|
4,443,623
|
|
|||
|
|
$
|
14,320,324
|
|
|
$
|
14,302,392
|
|
|
$
|
12,029,312
|
|
Long-Lived Assets:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
1,052,263
|
|
|
$
|
1,103,308
|
|
|
$
|
1,145,127
|
|
International
|
|
716,024
|
|
|
752,929
|
|
|
792,165
|
|
|||
|
|
$
|
1,768,287
|
|
|
$
|
1,856,237
|
|
|
$
|
1,937,292
|
|
(a)
|
Includes an investment in a joint venture in which ownership is 50 percent or less and in which the Company does not have operating control (2019 - $234,703; 2018 - $235,665; 2017 - $240,182).
|
(b)
|
Net sales are attributed to countries based on the location of the selling unit. North America includes the United States, Canada and Mexico. No country other than the United States represents greater than 10 percent of consolidated sales. Long-lived assets are comprised of plant and equipment based on physical location.
|
(Dollars in thousands)
|
|
|
||||||
June 30,
|
|
2019
|
|
|
2018
|
|
||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents (Note 1)
|
|
$
|
3,219,767
|
|
|
$
|
822,137
|
|
Marketable securities and other investments (Note 1)
|
|
150,931
|
|
|
32,995
|
|
||
Trade accounts receivable, net (Note 1)
|
|
2,131,054
|
|
|
2,145,517
|
|
||
Non-trade and notes receivable (Note 1)
|
|
310,708
|
|
|
328,399
|
|
||
Inventories (Note 7)
|
|
1,678,132
|
|
|
1,621,304
|
|
||
Prepaid expenses
|
|
182,494
|
|
|
134,886
|
|
||
Total Current Assets
|
|
7,673,086
|
|
|
5,085,238
|
|
||
Plant and equipment (Note 1)
|
|
5,186,730
|
|
|
5,215,253
|
|
||
Less: Accumulated depreciation
|
|
3,418,443
|
|
|
3,359,016
|
|
||
Plant and equipment, net
|
|
1,768,287
|
|
|
1,856,237
|
|
||
Deferred income taxes (Notes 1 and 5)
|
|
150,462
|
|
|
57,623
|
|
||
Investments and other assets (Note 1)
|
|
747,773
|
|
|
801,049
|
|
||
Intangible assets, net (Notes 1 and 8)
|
|
1,783,277
|
|
|
2,015,520
|
|
||
Goodwill (Notes 1 and 8)
|
|
5,453,805
|
|
|
5,504,420
|
|
||
Total Assets
|
|
$
|
17,576,690
|
|
|
$
|
15,320,087
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Notes payable and long-term debt payable within one year (Notes 9 and 10)
|
|
$
|
587,014
|
|
|
$
|
638,466
|
|
Accounts payable, trade
|
|
1,413,155
|
|
|
1,430,306
|
|
||
Accrued payrolls and other compensation
|
|
426,285
|
|
|
427,500
|
|
||
Accrued domestic and foreign taxes
|
|
167,312
|
|
|
198,878
|
|
||
Other accrued liabilities
|
|
558,007
|
|
|
502,333
|
|
||
Total Current Liabilities
|
|
3,151,773
|
|
|
3,197,483
|
|
||
Long-term debt (Note 10)
|
|
6,520,831
|
|
|
4,318,559
|
|
||
Pensions and other postretirement benefits (Note 11)
|
|
1,304,379
|
|
|
1,177,605
|
|
||
Deferred income taxes (Notes 1 and 5)
|
|
193,066
|
|
|
234,858
|
|
||
Other liabilities
|
|
438,489
|
|
|
526,089
|
|
||
Total Liabilities
|
|
11,608,538
|
|
|
9,454,594
|
|
||
Equity (Note 12)
|
|
|
|
|
||||
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 in 2019 and 2018
|
|
90,523
|
|
|
90,523
|
|
||
Additional capital
|
|
462,086
|
|
|
496,592
|
|
||
Retained earnings
|
|
12,777,538
|
|
|
11,625,975
|
|
||
Accumulated other comprehensive (loss)
|
|
(2,059,048
|
)
|
|
(1,763,086
|
)
|
||
Treasury shares at cost: 52,566,086 in 2019 and 48,632,105 in 2018
|
|
(5,309,130
|
)
|
|
(4,590,138
|
)
|
||
Total Shareholders' Equity
|
|
5,961,969
|
|
|
5,859,866
|
|
||
Noncontrolling interests
|
|
6,183
|
|
|
5,627
|
|
||
Total Equity
|
|
5,968,152
|
|
|
5,865,493
|
|
||
Total Liabilities and Equity
|
|
$
|
17,576,690
|
|
|
$
|
15,320,087
|
|
|
|
For the years ended June 30,
|
||||||||||
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,512,931
|
|
|
$
|
1,061,315
|
|
|
$
|
983,844
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
225,675
|
|
|
237,806
|
|
|
202,868
|
|
|||
Amortization
|
|
210,514
|
|
|
228,279
|
|
|
152,361
|
|
|||
Stock incentive plan compensation
|
|
104,078
|
|
|
118,831
|
|
|
80,339
|
|
|||
Deferred income taxes
|
|
32,537
|
|
|
(41,412
|
)
|
|
37,024
|
|
|||
Foreign currency transaction loss
|
|
5,888
|
|
|
7,284
|
|
|
8,060
|
|
|||
Loss (gain) on sale of plant and equipment
|
|
5,091
|
|
|
(24,422
|
)
|
|
1,494
|
|
|||
Loss (gain) on sale of businesses
|
|
5,854
|
|
|
19,666
|
|
|
(41,285
|
)
|
|||
(Gain) loss on sale and impairment of investments
|
|
(16,749
|
)
|
|
41,219
|
|
|
—
|
|
|||
Loss (gain) on sale of marketable securities
|
|
7,563
|
|
|
(2
|
)
|
|
(1,032
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
2,452
|
|
|
(301,978
|
)
|
|
(95,347
|
)
|
|||
Inventories
|
|
(51,817
|
)
|
|
(92,209
|
)
|
|
(73,673
|
)
|
|||
Prepaid expenses
|
|
(33,335
|
)
|
|
(16,206
|
)
|
|
2,410
|
|
|||
Other assets
|
|
2,677
|
|
|
(16,880
|
)
|
|
(5,795
|
)
|
|||
Accounts payable, trade
|
|
(12,397
|
)
|
|
125,907
|
|
|
174,761
|
|
|||
Accrued payrolls and other compensation
|
|
2,088
|
|
|
(4,614
|
)
|
|
5,922
|
|
|||
Accrued domestic and foreign taxes
|
|
(30,593
|
)
|
|
44,019
|
|
|
18,165
|
|
|||
Other accrued liabilities
|
|
16,698
|
|
|
(5,567
|
)
|
|
(59,738
|
)
|
|||
Pensions and other postretirement benefits
|
|
(168,368
|
)
|
|
31,239
|
|
|
(103,866
|
)
|
|||
Other liabilities
|
|
(90,647
|
)
|
|
184,425
|
|
|
14,051
|
|
|||
Net cash provided by operating activities
|
|
1,730,140
|
|
|
1,596,700
|
|
|
1,300,563
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
||||||
Acquisitions (net of cash acquired of $690 in 2019 and $157,426 in 2017)
|
|
(2,042
|
)
|
|
—
|
|
|
(4,069,197
|
)
|
|||
Capital expenditures
|
|
(195,089
|
)
|
|
(247,667
|
)
|
|
(203,748
|
)
|
|||
Proceeds from sale of plant and equipment
|
|
46,592
|
|
|
81,881
|
|
|
14,648
|
|
|||
Proceeds from sale of businesses
|
|
19,678
|
|
|
177,741
|
|
|
85,610
|
|
|||
Purchase of marketable securities and other investments
|
|
(181,780
|
)
|
|
(80,607
|
)
|
|
(465,666
|
)
|
|||
Maturities and sales of marketable securities and other investments
|
|
74,908
|
|
|
83,905
|
|
|
1,279,318
|
|
|||
Other
|
|
19,223
|
|
|
8,424
|
|
|
(4,205
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(218,510
|
)
|
|
23,677
|
|
|
(3,363,240
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
|
2,475
|
|
|
3,682
|
|
|
2,202
|
|
|||
Payments for common shares
|
|
(860,052
|
)
|
|
(381,041
|
)
|
|
(338,078
|
)
|
|||
Proceeds from notes payable, net
|
|
48,828
|
|
|
4,115
|
|
|
230,499
|
|
|||
Proceeds from long-term borrowings
|
|
2,336,749
|
|
|
1,189
|
|
|
2,614,463
|
|
|||
Payments for long-term borrowings
|
|
(213,226
|
)
|
|
(944,629
|
)
|
|
(381,078
|
)
|
|||
Dividends paid
|
|
(412,468
|
)
|
|
(365,288
|
)
|
|
(345,380
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
902,306
|
|
|
(1,681,972
|
)
|
|
1,782,628
|
|
|||
Effect of exchange rate changes on cash
|
|
(16,306
|
)
|
|
(1,154
|
)
|
|
(56,718
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
2,397,630
|
|
|
(62,749
|
)
|
|
(336,767
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
822,137
|
|
|
884,886
|
|
|
1,221,653
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
3,219,767
|
|
|
$
|
822,137
|
|
|
$
|
884,886
|
|
Supplemental Data:
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
169,378
|
|
|
$
|
200,860
|
|
|
$
|
131,937
|
|
Income taxes
|
|
454,699
|
|
|
408,765
|
|
|
268,127
|
|
(Dollars in thousands)
|
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss)
|
|
Treasury Shares
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
Balance June 30, 2016
|
|
$
|
90,523
|
|
|
$
|
628,451
|
|
|
$
|
10,302,866
|
|
|
$
|
(2,227,765
|
)
|
|
$
|
(4,218,820
|
)
|
|
$
|
3,423
|
|
|
$
|
4,578,678
|
|
Net income
|
|
|
|
|
|
983,412
|
|
|
|
|
|
|
432
|
|
|
983,844
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
303,561
|
|
|
|
|
358
|
|
|
303,919
|
|
|||||||||||
Dividends paid ($2.58 per share)
|
|
|
|
|
|
(345,042
|
)
|
|
|
|
|
|
(338
|
)
|
|
(345,380
|
)
|
|||||||||||
Stock incentive plan activity
|
|
|
|
(84,572
|
)
|
|
(10,888
|
)
|
|
|
|
104,615
|
|
|
|
|
9,155
|
|
||||||||||
Acquisition activity
|
|
|
|
|
|
|
|
|
|
|
|
|
1,822
|
|
|
1,822
|
|
|||||||||||
Shares purchased at cost
|
|
|
|
|
|
|
|
|
|
(264,692
|
)
|
|
|
|
(264,692
|
)
|
||||||||||||
Balance June 30, 2017
|
|
$
|
90,523
|
|
|
$
|
543,879
|
|
|
$
|
10,930,348
|
|
|
$
|
(1,924,204
|
)
|
|
$
|
(4,378,897
|
)
|
|
$
|
5,697
|
|
|
$
|
5,267,346
|
|
Net income
|
|
|
|
|
|
1,060,801
|
|
|
|
|
|
|
514
|
|
|
1,061,315
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
161,118
|
|
|
|
|
(440
|
)
|
|
160,678
|
|
|||||||||||
Dividends paid ($2.74 per share)
|
|
|
|
|
|
(365,174
|
)
|
|
|
|
|
|
(114
|
)
|
|
(365,288
|
)
|
|||||||||||
Stock incentive plan activity
|
|
|
|
(47,287
|
)
|
|
|
|
|
|
|
88,759
|
|
|
|
|
41,472
|
|
||||||||||
Acquisition activity
|
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||||||||
Shares purchased at cost
|
|
|
|
|
|
|
|
|
|
(300,000
|
)
|
|
|
|
(300,000
|
)
|
||||||||||||
Balance June 30, 2018
|
|
$
|
90,523
|
|
|
$
|
496,592
|
|
|
$
|
11,625,975
|
|
|
$
|
(1,763,086
|
)
|
|
$
|
(4,590,138
|
)
|
|
$
|
5,627
|
|
|
$
|
5,865,493
|
|
Impact of adoption of accounting standards
|
|
|
|
|
|
51,603
|
|
|
(1,734
|
)
|
|
|
|
|
|
|
49,869
|
|
||||||||||
Net income
|
|
|
|
|
|
1,512,364
|
|
|
|
|
|
|
567
|
|
|
1,512,931
|
|
|||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
(294,228
|
)
|
|
|
|
53
|
|
|
(294,175
|
)
|
||||||||||
Dividends paid ($3.16 per share)
|
|
|
|
|
|
(412,404
|
)
|
|
|
|
|
|
(64
|
)
|
|
(412,468
|
)
|
|||||||||||
Stock incentive plan activity
|
|
|
|
(34,506
|
)
|
|
|
|
|
|
|
81,007
|
|
|
|
|
|
46,501
|
|
|||||||||
Shares purchased at cost
|
|
|
|
|
|
|
|
|
|
|
(799,999
|
)
|
|
|
|
|
(799,999
|
)
|
||||||||||
Balance June 30, 2019
|
|
$
|
90,523
|
|
|
$
|
462,086
|
|
|
$
|
12,777,538
|
|
|
$
|
(2,059,048
|
)
|
|
$
|
(5,309,130
|
)
|
|
$
|
6,183
|
|
|
$
|
5,968,152
|
|
1.
|
Significant Accounting Policies
|
June 30,
|
|
2019
|
|
|
2018
|
|
||
Notes receivable
|
|
$
|
147,719
|
|
|
$
|
149,254
|
|
Accounts receivable, other
|
|
162,989
|
|
|
179,145
|
|
||
Total
|
|
$
|
310,708
|
|
|
$
|
328,399
|
|
June 30,
|
|
2019
|
|
|
2018
|
|
||
Land and land improvements
|
|
$
|
281,040
|
|
|
$
|
289,686
|
|
Buildings and building equipment
|
|
1,567,130
|
|
|
1,578,701
|
|
||
Machinery and equipment
|
|
3,223,585
|
|
|
3,218,639
|
|
||
Construction in progress
|
|
114,975
|
|
|
128,227
|
|
||
Total
|
|
$
|
5,186,730
|
|
|
$
|
5,215,253
|
|
|
|
2019
|
|
|
Motion Systems
|
|
$
|
3,485,068
|
|
Flow and Process Control
|
|
4,293,393
|
|
|
Filtration and Engineered Materials
|
|
4,031,086
|
|
|
Total
|
|
$
|
11,809,547
|
|
|
|
2019
|
|
|
Flight Control Actuation
|
|
$
|
750,311
|
|
Fuel and Inerting
|
|
634,658
|
|
|
Hydraulics
|
|
461,554
|
|
|
Engines
|
|
285,292
|
|
|
Fluid Conveyance
|
|
299,035
|
|
|
Other
|
|
79,927
|
|
|
Total
|
|
$
|
2,510,777
|
|
|
|
2019
|
|
|
North America
|
|
$
|
9,318,195
|
|
Europe
|
|
2,968,971
|
|
|
Asia Pacific
|
|
1,855,831
|
|
|
Latin America
|
|
177,327
|
|
|
Total
|
|
$
|
14,320,324
|
|
|
|
2019
|
|
|
Contract assets, current (included within Prepaid expenses and other)
|
|
$
|
22,726
|
|
Contract assets, noncurrent (included within Investments and other assets)
|
|
1,301
|
|
|
Total contract assets
|
|
24,027
|
|
|
Contract liabilities, current (included within Other accrued liabilities)
|
|
(64,668
|
)
|
|
Contract liabilities, noncurrent (included within Other liabilities)
|
|
(421
|
)
|
|
Total contract liabilities
|
|
(65,089
|
)
|
|
Net contract (liabilities)
|
|
$
|
(41,062
|
)
|
|
|
Balance as of
|
|
Cumulative Effect
|
|
Balance as of
|
||||||
|
|
June 30, 2018
|
|
of Adjustments
|
|
July 1, 2018
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
$
|
2,145,517
|
|
|
$
|
(11
|
)
|
|
$
|
2,145,506
|
|
Inventories
|
|
1,621,304
|
|
|
23,205
|
|
|
1,644,509
|
|
|||
Prepaid expenses and other
|
|
134,886
|
|
|
14,575
|
|
|
149,461
|
|
|||
Investments and other assets
|
|
801,049
|
|
|
2,020
|
|
|
803,069
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Other accrued liabilities
|
|
$
|
502,333
|
|
|
$
|
28,288
|
|
|
$
|
530,621
|
|
Other liabilities
|
|
526,089
|
|
|
5,160
|
|
|
531,249
|
|
|||
Deferred income taxes
|
|
234,858
|
|
|
1,560
|
|
|
236,418
|
|
|||
Equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
11,625,975
|
|
|
$
|
4,781
|
|
|
$
|
11,630,756
|
|
3.
|
Acquisitions and Divestitures
|
|
|
2017
|
|
|
Assets:
|
|
|
||
Accounts receivable
|
|
$
|
263,616
|
|
Inventories
|
|
302,422
|
|
|
Prepaid expenses
|
|
18,342
|
|
|
Deferred income taxes
|
|
4,658
|
|
|
Plant and equipment
|
|
376,826
|
|
|
Intangible and other assets
|
|
1,526,909
|
|
|
Goodwill
|
|
2,677,489
|
|
|
|
|
5,170,262
|
|
|
Liabilities:
|
|
|
||
Notes payable
|
|
20,162
|
|
|
Accounts payable, trade
|
|
84,753
|
|
|
Accrued payrolls and other compensation
|
|
45,942
|
|
|
Accrued domestic and foreign taxes
|
|
5,435
|
|
|
Other accrued liabilities
|
|
80,515
|
|
|
Long-term debt
|
|
296,240
|
|
|
Pensions and other postretirement benefits
|
|
33,929
|
|
|
Deferred income taxes
|
|
520,389
|
|
|
Other liabilities
|
|
11,878
|
|
|
Noncontrolling interests
|
|
1,822
|
|
|
|
|
1,101,065
|
|
|
Net assets acquired
|
|
$
|
4,069,197
|
|
|
2017
|
|
|
Net sales
|
$
|
12,935,834
|
|
Net income attributable to common shareholders
|
1,027,693
|
|
|
Diluted earnings per share
|
7.58
|
|
4.
|
Charges Related to Business Realignment
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Diversified Industrial
|
$
|
27,830
|
|
|
$
|
78,558
|
|
|
$
|
52,939
|
|
Aerospace Systems
|
—
|
|
|
3,428
|
|
|
2,674
|
|
|||
Other expense
|
305
|
|
|
1,009
|
|
|
784
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Diversified Industrial
|
598
|
|
|
1,757
|
|
|
1,102
|
|
Aerospace Systems
|
—
|
|
|
265
|
|
|
89
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cost of sales
|
$
|
14,650
|
|
|
$
|
44,949
|
|
|
$
|
35,932
|
|
Selling, general and administrative expenses
|
13,180
|
|
|
36,813
|
|
|
19,681
|
|
|||
Loss (gain) on disposal of assets
|
305
|
|
|
1,233
|
|
|
784
|
|
5.
|
Income Taxes
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
United States
|
$
|
1,124,933
|
|
|
$
|
963,843
|
|
|
$
|
722,925
|
|
Foreign
|
808,492
|
|
|
738,434
|
|
|
605,716
|
|
|||
|
$
|
1,933,425
|
|
|
$
|
1,702,277
|
|
|
$
|
1,328,641
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
160,858
|
|
|
$
|
453,821
|
|
|
$
|
132,420
|
|
Deferred
|
14,903
|
|
|
(23,876
|
)
|
|
37,316
|
|
|||
Foreign
|
|
|
|
|
|
||||||
Current
|
206,167
|
|
|
210,385
|
|
|
157,518
|
|
|||
Deferred
|
3,202
|
|
|
(17,454
|
)
|
|
(5,319
|
)
|
|||
State and local
|
|
|
|
|
|
||||||
Current
|
20,932
|
|
|
18,168
|
|
|
17,835
|
|
|||
Deferred
|
14,432
|
|
|
(82
|
)
|
|
5,027
|
|
|||
|
$
|
420,494
|
|
|
$
|
640,962
|
|
|
$
|
344,797
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Statutory federal income tax rate
|
21.0
|
%
|
|
28.1
|
%
|
|
35.0
|
%
|
State and local income taxes
|
1.7
|
|
|
1.2
|
|
|
1.7
|
|
Tax related to international activities
|
2.9
|
|
|
(1.0
|
)
|
|
(5.5
|
)
|
Transition tax related to the TCJ Act
|
0.8
|
|
|
17.5
|
|
|
—
|
|
Remeasurement of deferred tax assets and liabilities related to the TCJ Act
|
(0.9
|
)
|
|
(4.8
|
)
|
|
—
|
|
Cash surrender value of life insurance
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
Federal manufacturing deduction
|
0.1
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
Foreign derived intangible income deduction
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
Research tax credit
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
Share-based compensation
|
(1.7
|
)
|
|
(2.2
|
)
|
|
(2.7
|
)
|
Other
|
(0.6
|
)
|
|
1.0
|
|
|
0.1
|
|
Effective income tax rate
|
21.7
|
%
|
|
37.7
|
%
|
|
26.0
|
%
|
|
2019
|
|
|
2018
|
|
||
Retirement benefits
|
$
|
368,269
|
|
|
$
|
340,480
|
|
Other liabilities and reserves
|
104,850
|
|
|
112,935
|
|
||
Long-term contracts
|
22,241
|
|
|
17,496
|
|
||
Stock-based compensation
|
38,730
|
|
|
38,535
|
|
||
Loss carryforwards
|
792,914
|
|
|
679,880
|
|
||
Unrealized currency exchange gains and losses
|
27,034
|
|
|
27,228
|
|
||
Inventory
|
5,540
|
|
|
6,696
|
|
||
Foreign tax credit carryforward
|
1,726
|
|
|
—
|
|
||
Undistributed foreign earnings
|
(16,762
|
)
|
|
(16,308
|
)
|
||
Depreciation and amortization
|
(589,454
|
)
|
|
(689,320
|
)
|
||
Valuation allowance
|
(797,692
|
)
|
|
(694,857
|
)
|
||
Net deferred tax (liability)
|
$
|
(42,604
|
)
|
|
$
|
(177,235
|
)
|
|
|
|
|
||||
Change in net deferred tax (liability):
|
|
|
|
||||
Provision for deferred tax
|
$
|
(32,537
|
)
|
|
$
|
41,412
|
|
Items of other comprehensive income (loss)
|
72,530
|
|
|
(65,542
|
)
|
||
Acquisitions and other
|
94,638
|
|
|
32,628
|
|
||
Total change in net deferred tax
|
$
|
134,631
|
|
|
$
|
8,498
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance July 1
|
$
|
153,091
|
|
|
$
|
147,506
|
|
|
$
|
139,907
|
|
Additions for tax positions related to current year
|
2,272
|
|
|
4,195
|
|
|
4,735
|
|
|||
Additions for tax positions of prior years
|
45
|
|
|
8,333
|
|
|
2,618
|
|
|||
Additions for acquisitions
|
—
|
|
|
—
|
|
|
3,939
|
|
|||
Reductions for tax positions of prior years
|
(927
|
)
|
|
(3,790
|
)
|
|
(1,175
|
)
|
|||
Reductions for settlements
|
(832
|
)
|
|
(315
|
)
|
|
(3,020
|
)
|
|||
Reductions for expiration of statute of limitations
|
(9,388
|
)
|
|
(4,480
|
)
|
|
(2,792
|
)
|
|||
Effect of foreign currency translation
|
(3,599
|
)
|
|
1,642
|
|
|
3,294
|
|
|||
Balance June 30
|
$
|
140,662
|
|
|
$
|
153,091
|
|
|
$
|
147,506
|
|
6.
|
Earnings Per Share
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to common shareholders
|
$
|
1,512,364
|
|
|
$
|
1,060,801
|
|
|
$
|
983,412
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic - weighted-average common shares
|
129,997,640
|
|
|
133,004,613
|
|
|
133,377,547
|
|
|||
Increase in weighted-average common shares from dilutive effect of equity-based awards
|
1,783,977
|
|
|
2,422,221
|
|
|
2,182,217
|
|
|||
Diluted - weighted-average common shares, assuming exercise of equity-based awards
|
131,781,617
|
|
|
135,426,834
|
|
|
135,559,764
|
|
|||
Basic earnings per share
|
$
|
11.63
|
|
|
$
|
7.98
|
|
|
$
|
7.37
|
|
Diluted earnings per share
|
$
|
11.48
|
|
|
$
|
7.83
|
|
|
$
|
7.25
|
|
7.
|
Inventories
|
June 30,
|
|
2019
|
|
|
2018
|
|
||
Finished products
|
|
$
|
663,068
|
|
|
$
|
673,323
|
|
Work in process
|
|
850,778
|
|
|
765,835
|
|
||
Raw materials
|
|
164,286
|
|
|
182,146
|
|
||
Total
|
|
$
|
1,678,132
|
|
|
$
|
1,621,304
|
|
8.
|
Goodwill and Intangible Assets
|
|
Diversified Industrial Segment
|
|
Aerospace Systems Segment
|
|
Total
|
||||||
Balance June 30, 2017
|
$
|
5,488,236
|
|
|
$
|
98,642
|
|
|
$
|
5,586,878
|
|
Acquisitions
|
37,489
|
|
|
—
|
|
|
37,489
|
|
|||
Divestitures
|
(138,541
|
)
|
|
—
|
|
|
(138,541
|
)
|
|||
Foreign currency translation and other
|
18,587
|
|
|
7
|
|
|
18,594
|
|
|||
Balance June 30, 2018
|
$
|
5,405,771
|
|
|
$
|
98,649
|
|
|
$
|
5,504,420
|
|
Acquisitions
|
2,940
|
|
|
—
|
|
|
2,940
|
|
|||
Foreign currency translation and other
|
(53,546
|
)
|
|
(9
|
)
|
|
(53,555
|
)
|
|||
Balance June 30, 2019
|
$
|
5,355,165
|
|
|
$
|
98,640
|
|
|
$
|
5,453,805
|
|
|
2019
|
|
2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Patents
|
$
|
265,644
|
|
|
$
|
130,233
|
|
|
$
|
265,423
|
|
|
$
|
117,440
|
|
Trademarks
|
542,573
|
|
|
252,388
|
|
|
546,905
|
|
|
227,580
|
|
||||
Customer lists and other
|
2,435,461
|
|
|
1,077,780
|
|
|
2,482,079
|
|
|
933,867
|
|
||||
Total
|
$
|
3,243,678
|
|
|
$
|
1,460,401
|
|
|
$
|
3,294,407
|
|
|
$
|
1,278,887
|
|
9.
|
Financing Arrangements
|
10.
|
Debt
|
June 30,
|
|
2019
|
|
|
2018
|
|
||
Domestic:
|
|
|
|
|
||||
Fixed rate medium-term notes, 3.30% to 6.25%, due 2023 - 2045
|
|
$
|
2,125,000
|
|
|
$
|
2,225,000
|
|
Senior Notes, 2.70% to 4.10%, due 2024 - 2049
|
|
3,675,000
|
|
|
1,300,000
|
|
||
Foreign:
|
|
|
|
|
||||
Euro Senior Notes, 1.125%, due 2025
|
|
796,040
|
|
|
817,810
|
|
||
Euro Term loan, Libor plus 150 bps, due 2022
|
|
—
|
|
|
116,830
|
|
||
Other long-term debt
|
|
340
|
|
|
762
|
|
||
Deferred debt issuance costs
|
|
(75,321
|
)
|
|
(41,432
|
)
|
||
Total long-term debt
|
|
6,521,059
|
|
|
4,418,970
|
|
||
Less: Long-term debt payable within one year
|
|
228
|
|
|
100,411
|
|
||
Long-term debt, net
|
|
$
|
6,520,831
|
|
|
$
|
4,318,559
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
76,647
|
|
|
$
|
82,993
|
|
|
$
|
94,356
|
|
Interest cost
|
160,542
|
|
|
144,339
|
|
|
126,131
|
|
|||
Expected return on plan assets
|
(251,072
|
)
|
|
(258,490
|
)
|
|
(239,537
|
)
|
|||
Amortization of prior service cost
|
6,655
|
|
|
6,570
|
|
|
8,116
|
|
|||
Amortization of unrecognized actuarial loss
|
121,823
|
|
|
147,387
|
|
|
212,433
|
|
|||
Amortization of transition obligation
|
18
|
|
|
18
|
|
|
18
|
|
|||
Net periodic benefit cost
|
$
|
114,613
|
|
|
$
|
122,817
|
|
|
$
|
201,517
|
|
|
2019
|
|
|
2018
|
|
||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
5,033,997
|
|
|
$
|
5,217,857
|
|
Service cost
|
76,647
|
|
|
82,993
|
|
||
Interest cost
|
160,542
|
|
|
144,339
|
|
||
Plan amendments
|
7,719
|
|
|
2,932
|
|
||
Divestiture
|
—
|
|
|
(9,535
|
)
|
||
Actuarial loss (gain)
|
491,792
|
|
|
(182,588
|
)
|
||
Benefits paid
|
(237,080
|
)
|
|
(216,169
|
)
|
||
Foreign currency translation and other
|
(46,043
|
)
|
|
(5,832
|
)
|
||
Benefit obligation at end of year
|
$
|
5,487,574
|
|
|
$
|
5,033,997
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
3,915,889
|
|
|
$
|
3,896,001
|
|
Actual gain on plan assets
|
318,809
|
|
|
174,951
|
|
||
Divestiture
|
—
|
|
|
(12,231
|
)
|
||
Employer contributions
|
284,965
|
|
|
81,518
|
|
||
Benefits paid
|
(237,080
|
)
|
|
(216,169
|
)
|
||
Foreign currency translation and other
|
(37,614
|
)
|
|
(8,181
|
)
|
||
Fair value of plan assets at end of year
|
$
|
4,244,969
|
|
|
$
|
3,915,889
|
|
Funded status
|
$
|
(1,242,605
|
)
|
|
$
|
(1,118,108
|
)
|
Amounts recognized on the Consolidated Balance Sheet
|
|
|
|
||||
Other accrued liabilities
|
$
|
(8,396
|
)
|
|
$
|
(11,333
|
)
|
Pensions and other postretirement benefits
|
(1,234,209
|
)
|
|
(1,106,775
|
)
|
||
Net amount recognized
|
$
|
(1,242,605
|
)
|
|
$
|
(1,118,108
|
)
|
|
|
|
|
||||
Amounts recognized in Accumulated Other Comprehensive (Loss)
|
|
|
|
||||
Net actuarial loss
|
$
|
1,510,901
|
|
|
$
|
1,216,612
|
|
Prior service cost
|
19,602
|
|
|
18,900
|
|
||
Transition obligation
|
44
|
|
|
61
|
|
||
Net amount recognized
|
$
|
1,530,547
|
|
|
$
|
1,235,573
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
U.S. defined benefit plan
|
|
|
|
|
|
|||
Discount rate
|
4.01
|
%
|
|
3.64
|
%
|
|
3.33
|
%
|
Average increase in compensation
|
3.65
|
%
|
|
3.89
|
%
|
|
5.02
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Non-U.S. defined benefit plans
|
|
|
|
|
|
|||
Discount rate
|
0.30 to 3.37%
|
|
|
0.30 to 7.57%
|
|
|
0.23 to 7.75%
|
|
Average increase in compensation
|
1.75 to 5.5%
|
|
|
2.0 to 5.5%
|
|
|
2.0 to 5.5%
|
|
Expected return on plan assets
|
1.0 to 5.75%
|
|
|
1.0 to 5.75%
|
|
|
1.0 to 5.75%
|
|
|
2019
|
|
|
2018
|
|
U.S. defined benefit plan
|
|
|
|
||
Discount rate
|
3.28
|
%
|
|
4.01
|
%
|
Average increase in compensation
|
3.60
|
%
|
|
3.65
|
%
|
Non-U.S. defined benefit plans
|
|
|
|
||
Discount rate
|
0.20 to 2.96%
|
|
|
0.30 to 3.37%
|
|
Average increase in compensation
|
1.75 to 3.9%
|
|
|
1.75 to 5.5%
|
|
|
2019
|
|
|
2018
|
|
Equity securities
|
43
|
%
|
|
44
|
%
|
Debt securities
|
54
|
%
|
|
49
|
%
|
Other investments
|
3
|
%
|
|
7
|
%
|
|
100
|
%
|
|
100
|
%
|
|
June 30, 2019
|
|
Quoted Prices In
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
111,520
|
|
|
$
|
117,823
|
|
|
$
|
(6,303
|
)
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. based companies
|
226,027
|
|
|
226,027
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. based companies
|
16,385
|
|
|
16,385
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
701,842
|
|
|
137,227
|
|
|
564,615
|
|
|
—
|
|
||||
Government issued securities
|
528,394
|
|
|
367,518
|
|
|
160,876
|
|
|
—
|
|
||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
266,240
|
|
|
266,240
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
183,732
|
|
|
183,732
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds measured at net asset value
|
304,504
|
|
|
|
|
|
|
|
|||||||
Common/Collective trusts
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
84,790
|
|
|
84,790
|
|
|
—
|
|
|
—
|
|
||||
Common/Collective trusts measured at net asset value
|
1,872,473
|
|
|
|
|
|
|
|
|||||||
Limited Partnerships measured at net asset value
|
240,803
|
|
|
|
|
|
|
|
|||||||
Miscellaneous
|
(291,741
|
)
|
|
—
|
|
|
(291,741
|
)
|
|
—
|
|
||||
Total at June 30, 2019
|
$
|
4,244,969
|
|
|
$
|
1,399,742
|
|
|
$
|
427,447
|
|
|
$
|
—
|
|
|
June 30, 2018
|
|
Quoted Prices In
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
57,307
|
|
|
$
|
54,322
|
|
|
$
|
2,985
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. based companies
|
447,553
|
|
|
447,553
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. based companies
|
243,253
|
|
|
243,253
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
225,929
|
|
|
115,534
|
|
|
110,395
|
|
|
—
|
|
||||
Government issued securities
|
272,604
|
|
|
184,636
|
|
|
87,968
|
|
|
—
|
|
||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
176,846
|
|
|
176,846
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
179,562
|
|
|
179,562
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds measured at net asset value
|
232,050
|
|
|
|
|
|
|
|
|||||||
Common/Collective trusts
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
89,578
|
|
|
89,578
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
46,620
|
|
|
46,620
|
|
|
—
|
|
|
—
|
|
||||
Common/Collective trusts measured at net asset value
|
1,737,543
|
|
|
|
|
|
|
|
|||||||
Limited Partnerships measured at net asset value
|
243,536
|
|
|
|
|
|
|
|
|||||||
Miscellaneous
|
(36,492
|
)
|
|
—
|
|
|
(36,492
|
)
|
|
—
|
|
||||
Total at June 30, 2018
|
$
|
3,915,889
|
|
|
$
|
1,537,904
|
|
|
$
|
164,856
|
|
|
$
|
—
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Shares held by ESOP
|
6,134,280
|
|
|
6,476,154
|
|
|
6,911,436
|
|
|||
Company matching contributions
|
$
|
72,032
|
|
|
$
|
65,262
|
|
|
$
|
57,766
|
|
|
2019
|
|
|
2018
|
|
||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
66,521
|
|
|
$
|
79,933
|
|
Service cost
|
205
|
|
|
320
|
|
||
Interest cost
|
2,043
|
|
|
2,003
|
|
||
Actuarial gain
|
(3,235
|
)
|
|
(11,259
|
)
|
||
Benefits paid
|
(4,536
|
)
|
|
(4,476
|
)
|
||
Benefit obligation at end of year
|
$
|
60,998
|
|
|
$
|
66,521
|
|
Funded status
|
$
|
(60,998
|
)
|
|
$
|
(66,521
|
)
|
Amounts recognized on the Consolidated Balance Sheet
|
|
|
|
||||
Other accrued liabilities
|
$
|
(5,308
|
)
|
|
$
|
(6,180
|
)
|
Pensions and other postretirement benefits
|
(55,690
|
)
|
|
(60,341
|
)
|
||
Net amount recognized
|
$
|
(60,998
|
)
|
|
$
|
(66,521
|
)
|
|
|
|
|
||||
Amounts recognized in Accumulated Other Comprehensive (Loss)
|
|
|
|
||||
Net actuarial (gain) loss
|
$
|
(1,713
|
)
|
|
$
|
1,232
|
|
Prior service credit
|
(194
|
)
|
|
(314
|
)
|
||
Net amount recognized
|
$
|
(1,907
|
)
|
|
$
|
918
|
|
12.
|
Equity
|
|
Foreign Currency Translation Adjustment and Other
|
|
Retirement Benefit Plans
|
|
Total
|
||||||
Balance June 30, 2017
|
$
|
(925,342
|
)
|
|
$
|
(998,862
|
)
|
|
$
|
(1,924,204
|
)
|
Other comprehensive income (loss) before reclassifications
|
(10,141
|
)
|
|
76,417
|
|
|
66,276
|
|
|||
Amounts reclassified from accumulated other comprehensive (loss)
|
(7,994
|
)
|
|
102,836
|
|
|
94,842
|
|
|||
Balance June 30, 2018
|
$
|
(943,477
|
)
|
|
$
|
(819,609
|
)
|
|
$
|
(1,763,086
|
)
|
Impact of adoption of ASU 2016-01
|
(1,734
|
)
|
|
—
|
|
|
(1,734
|
)
|
|||
Other comprehensive loss before reclassifications
|
(70,023
|
)
|
|
(325,213
|
)
|
|
(395,236
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss)
|
3,578
|
|
|
97,430
|
|
|
101,008
|
|
|||
Balance June 30, 2019
|
$
|
(1,011,656
|
)
|
|
$
|
(1,047,392
|
)
|
|
$
|
(2,059,048
|
)
|
Details about Accumulated Other Comprehensive (Loss) Components
|
|
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
|
|
Consolidated Statement of Income Classification
|
||
Retirement benefit plans
|
|
|
|
|
||
Amortization of prior service cost and initial net obligation
|
|
$
|
(6,552
|
)
|
|
Other (income) expense, net
|
Recognized actuarial loss
|
|
(121,534
|
)
|
|
Other (income) expense, net
|
|
Total before tax
|
|
(128,086
|
)
|
|
|
|
Tax benefit
|
|
30,656
|
|
|
|
|
Net of tax
|
|
$
|
(97,430
|
)
|
|
|
Details about Accumulated Other Comprehensive (Loss) Components
|
|
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
|
|
Consolidated Statement of Income Classification
|
||
Retirement benefit plans
|
|
|
|
|
||
Amortization of prior service cost and initial net obligation
|
|
$
|
(6,467
|
)
|
|
Other (income) expense, net
|
Recognized actuarial loss
|
|
(147,611
|
)
|
|
Other (income) expense, net
|
|
Total before tax
|
|
(154,078
|
)
|
|
|
|
Tax benefit
|
|
51,242
|
|
|
|
|
Net of tax
|
|
$
|
(102,836
|
)
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Shares repurchased
|
4,755,273
|
|
|
1,738,234
|
|
|
1,976,778
|
|
|||
Average price per share including commissions
|
$
|
168.23
|
|
|
$
|
172.59
|
|
|
$
|
133.90
|
|
13.
|
Stock Incentive Plans
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Risk-free interest rate
|
2.8
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|||
Expected life of award
|
5.1 years
|
|
|
5.2 years
|
|
|
5.3 years
|
|
|||
Expected dividend yield of stock
|
1.9
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|||
Expected volatility of stock
|
24.2
|
%
|
|
23.4
|
%
|
|
28.5
|
%
|
|||
Weighted-average fair value
|
$
|
35.09
|
|
|
$
|
29.71
|
|
|
$
|
27.39
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding June 30, 2018
|
6,046,881
|
|
|
$
|
106.98
|
|
|
|
|
|
||
Granted
|
748,901
|
|
|
$
|
166.49
|
|
|
|
|
|
||
Exercised
|
(983,205
|
)
|
|
$
|
77.28
|
|
|
|
|
|
||
Canceled
|
(63,122
|
)
|
|
$
|
154.93
|
|
|
|
|
|
||
Outstanding June 30, 2019
|
5,749,455
|
|
|
$
|
119.29
|
|
|
5.8 years
|
|
$
|
291.6
|
|
Exercisable June 30, 2019
|
4,088,257
|
|
|
$
|
105.15
|
|
|
4.8 years
|
|
$
|
265.2
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested June 30, 2018
|
1,878,209
|
|
|
$
|
28.44
|
|
Granted
|
748,901
|
|
|
$
|
35.09
|
|
Vested
|
(905,842
|
)
|
|
$
|
28.00
|
|
Canceled
|
(60,070
|
)
|
|
$
|
31.15
|
|
Nonvested June 30, 2019
|
1,661,198
|
|
|
$
|
31.58
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash proceeds
|
$
|
2,475
|
|
|
$
|
3,682
|
|
|
$
|
2,202
|
|
Intrinsic value
|
95,502
|
|
|
136,000
|
|
|
153,908
|
|
|||
Income tax benefit
|
15,584
|
|
|
28,701
|
|
|
31,193
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested June 30, 2018
|
360,611
|
|
|
$
|
138.85
|
|
Granted
|
184,913
|
|
|
$
|
166.47
|
|
Vested
|
(156,079
|
)
|
|
$
|
131.18
|
|
Canceled
|
(15,365
|
)
|
|
$
|
154.22
|
|
Nonvested June 30, 2019
|
374,080
|
|
|
$
|
155.07
|
|
Stock issued for LTIP
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
LTIP three-year plan
|
|
2016-17-18
|
|
|
2015-16-17
|
|
|
2014-15-16
|
|
|||
Number of shares issued
|
|
293,136
|
|
|
308,278
|
|
|
227,707
|
|
|||
Share value on date of issuance
|
|
$
|
183.00
|
|
|
$
|
176.39
|
|
|
$
|
157.07
|
|
Total value
|
|
$
|
53,644
|
|
|
$
|
54,377
|
|
|
$
|
35,766
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested June 30, 2018
|
658,271
|
|
|
$
|
143.90
|
|
Granted
|
198,737
|
|
|
$
|
157.20
|
|
Vested
|
(232,842
|
)
|
|
$
|
86.51
|
|
Canceled
|
(23,449
|
)
|
|
$
|
174.05
|
|
Nonvested June 30, 2019
|
600,717
|
|
|
$
|
169.36
|
|
14.
|
Research and Development
|
15.
|
Financial Instruments
|
|
|
2019
|
|
|
2018
|
|
||
Carrying value of long-term debt
|
|
$
|
6,596,380
|
|
|
$
|
4,460,402
|
|
Estimated fair value of long-term debt
|
|
7,012,641
|
|
|
4,548,796
|
|
|
Balance Sheet Caption
|
|
2019
|
|
|
2018
|
|
||
Net investment hedges
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
Other assets
|
|
$
|
24,545
|
|
|
$
|
7,614
|
|
Cash flow hedges
|
|
|
|
|
|
||||
Forward exchange contracts
|
Non-trade and notes receivable
|
|
13,242
|
|
|
5,564
|
|
||
Forward exchange contracts
|
Other accrued liabilities
|
|
2,578
|
|
|
5,079
|
|
||
Costless collar contracts
|
Non-trade and notes receivable
|
|
457
|
|
|
932
|
|
||
Costless collar contracts
|
Other accrued liabilities
|
|
1,934
|
|
|
236
|
|
|
2019
|
|
|
2018
|
|
||
Cross-currency swap contracts
|
$
|
13,723
|
|
|
$
|
(9,209
|
)
|
Foreign denominated debt
|
16,458
|
|
|
(9,543
|
)
|
|
|
June 30, 2019
|
|
|
Quoted Prices In
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
7,533
|
|
|
$
|
7,533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
|
38,244
|
|
|
—
|
|
|
38,244
|
|
|
—
|
|
||||
Investments measured at net asset value
|
|
9,728
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
4,512
|
|
|
—
|
|
|
4,512
|
|
|
—
|
|
|
|
June 30, 2018
|
|
|
Quoted Prices In
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
2,956
|
|
|
$
|
2,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
|
5,331
|
|
|
5,331
|
|
|
—
|
|
|
—
|
|
||||
Asset-backed and mortgage-backed securities
|
|
3,911
|
|
|
—
|
|
|
3,911
|
|
|
—
|
|
||||
Derivatives
|
|
14,110
|
|
|
—
|
|
|
14,110
|
|
|
—
|
|
||||
Investments measured at net asset value
|
|
7,208
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
5,315
|
|
|
—
|
|
|
5,315
|
|
|
—
|
|
16.
|
Contingencies
|
17.
|
Quarterly Information (Unaudited)
|
2019
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Total
|
|
|||||
Net sales
|
|
$
|
3,479,294
|
|
|
$
|
3,472,045
|
|
|
$
|
3,687,518
|
|
|
$
|
3,681,467
|
|
|
$
|
14,320,324
|
|
Net income attributable to common shareholders
|
|
375,711
|
|
|
311,737
|
|
|
411,248
|
|
|
413,668
|
|
|
1,512,364
|
|
|||||
Diluted earnings per share
|
|
2.79
|
|
|
2.36
|
|
|
3.14
|
|
|
3.17
|
|
|
11.48
|
|
2018
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Total
|
|
|||||
Net sales
|
|
$
|
3,364,651
|
|
|
$
|
3,370,673
|
|
|
$
|
3,749,591
|
|
|
$
|
3,817,477
|
|
|
$
|
14,302,392
|
|
Net income attributable to common shareholders
|
|
285,397
|
|
|
56,159
|
|
|
365,989
|
|
|
353,256
|
|
|
1,060,801
|
|
|||||
Diluted earnings per share
|
|
2.10
|
|
|
0.41
|
|
|
2.70
|
|
|
2.62
|
|
|
7.83
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under Equity compensation plans
|
Equity compensation plans approved by security holders
|
7,347,772(1)
|
$121.51
|
18,673,701(2)
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
Total
|
7,347,772
|
$121.51
|
18,673,701
|
|
|
Page Number
in Form 10-K
|
|
1. Financial Statements
|
|
|
|
|
Consolidated Statement of Income
|
|
|
|
Consolidated Statement of Comprehensive Income
|
|
|
|
Business Segment Information
|
|
|
|
Consolidated Balance Sheet
|
|
|
|
Consolidated Statement of Cash Flows
|
|
|
|
Consolidated Statement of Equity
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
2. Schedule
|
|
|
|
|
II - Valuation and Qualifying Accounts
|
|
|
|
|
|
|
3. Exhibits
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
(2)(a)
|
|
Agreement and Plan of Merger among Parker-Hannifin Corporation, CLARCOR, Inc. and Parker Eagle Corporation dated as of December 1, 2016, incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K filed with the SEC on December 1, 2016 (Commission File No. 1-4982). +
|
|
|
|
(2)(b)
|
|
|
|
|
|
(2)(c)
|
|
|
|
|
|
|
|
Articles of Incorporation and By-Laws:
|
|
|
|
(3)(a)
|
|
Amended Articles of Incorporation, incorporated by reference to Exhibit 3(a) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(3)(b)
|
|
|
|
|
|
|
|
Instruments Defining Rights of Security Holders:
|
|
|
|
(4)(a)
|
|
|
|
|
|
|
|
Material Contracts:
|
|
|
|
(10)(a)
|
|
Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance Agreement entered into by Registrant and its executive officers, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982).
|
|
|
|
(10)(b)
|
|
Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers elected after September 1, 2015 at or above Grade 29, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(c)
|
|
Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers dated after September 1, 2015 below Grade 29, incorporated by reference to Exhibit 10(d) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(d)
|
|
Parker-Hannifin Corporation Amended and Restated Change in Control Severance Plan, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982).
|
|
|
|
(10)(e)
|
|
Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2003 (Commission File No. 1-4982).
|
|
|
|
(10)(f)
|
|
Description of the Parker-Hannifin Corporation Officer Life Insurance Plan, incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2005 (Commission File No. 1-4982).
|
|
|
|
(10)(g)
|
|
Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program, effective July 1, 2014, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(h)
|
|
Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive Retirement Program, effective January 22, 2015, incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2015 (Commission File No. 1-4982).
|
|
|
|
(10)(i)
|
|
Summary of the Parker-Hannifin Corporation Executive Disability Insurance Plan, incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(j)
|
|
Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(k)
|
|
Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive Plan, incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the Commission on September 24, 2012 (Commission File No. 1-4982).
|
|
|
|
(10)(l)
|
|
Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan, incorporated by reference to Annex B to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(m)
|
|
Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan, effective April 1, 2017, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2017 (Commission File No. 1-4982).
|
|
|
|
(10)(n)
|
|
Parker-Hannifin Corporation 2015 Performance Bonus Plan incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the Commission on September 28, 2015 (Commission File No. 1-4982).
|
|
|
|
(10)(o)
|
|
Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for Executive Officers, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982).
|
|
|
|
(10)(p)
|
|
Form of 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC on August 17, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(q)
|
|
2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers, incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K filed with the SEC on August 17, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(r)
|
|
Form of Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers, incorporated by reference to Exhibit 10(a) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2011 (Commission File No. 1-4982).
|
|
|
|
(10)(s)
|
|
Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers, incorporated by reference to Exhibit 10(b) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2011 (Commission File No. 1-4982).
|
|
|
|
(10)(t)
|
|
|
|
|
(10)(u)
|
|
|
|
|
|
(10)(v)
|
|
Parker-Hannifin Corporation Target Incentive Plan, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(w)
|
|
Parker-Hannifin Corporation Target Incentive Plan Subject to Performance Bonus Plan, incorporated by reference to Exhibit 10(e) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(x)
|
|
Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan, as amended and restated, effective January 20, 2016, incorporated by reference to Exhibit 10(aa) to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission file No. 1-4982).
|
|
|
|
(10)(y)
|
|
|
|
|
|
(10)(z)
|
|
|
|
|
|
(10)(aa)
|
|
|
|
|
|
(10)(bb)
|
|
Parker-Hannifin Corporation Restricted Stock Unit Award Agreement dated August 17, 2016 for Lee C. Banks, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982).
|
|
|
|
(10)(cc)
|
|
Parker-Hannifin Corporation Restricted Stock Unit Terms and Conditions for Lee C. Banks, incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982).
|
|
|
|
(10)(dd)
|
|
|
|
|
|
(10)(ee)
|
|
|
|
|
|
(10)(ff)
|
|
|
|
|
|
(10)(gg)
|
|
|
|
|
|
(10)(hh)
|
|
|
|
|
|
(10)(ii)
|
|
Parker-Hannifin Corporation Profitable Growth Incentive Plan, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982).
|
|
|
|
(10)(jj)
|
|
Form of Notice of RONA Bonus Award Under the Parker-Hannifin Corporation Performance Bonus Plan, incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982).
|
|
|
|
(10)(kk)
|
|
Parker-Hannifin Corporation RONA Plan Subject to Performance Bonus Plan, incorporated by reference to Exhibit 10(f) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982).
|
|
|
|
(10)(ll)
|
|
Parker-Hannifin Corporation Summary of RONA Bonus Awards in Lieu of Certain Executive Perquisites, incorporated by reference to Exhibit 10(h) to Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982).
|
|
|
|
(10)(mm)
|
|
Parker-Hannifin Corporation amended and restated Savings Restoration Plan, as of September 1, 2004, incorporated by reference to Exhibit 10(t) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2004 (Commission File No. 1-4982).
|
|
|
|
(10)(nn)
|
|
Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan, effective January 1, 2016, incorporated by reference to Exhibit 10(d) to Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(oo)
|
|
Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan, effective July 1, 2016, incorporated by reference to Exhibit 10(mm) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(pp)
|
|
Parker-Hannifin Corporation amended and restated Executive Deferral Plan, as of September 1, 2004, incorporated by reference to Exhibit 10(v) to Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2004 (Commission File No. 1-4982).
|
|
|
|
(10)(qq)
|
|
Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan, effective September 2, 2015, incorporated by reference to Exhibit 10(pp) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982).
|
|
|
|
(10)(rr)
|
|
Parker-Hannifin Corporation Global Employee Stock Purchase Plan, incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement filed with the SEC on September 22, 2014 (Commission File No. 1-4982).
|
|
|
|
(10)(ss)
|
|
Parker-Hannifin Corporation Claw-back Policy, incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K filed with the SEC on August 18, 2009 (Commission File No. 1-4982).
|
|
|
|
(10)(tt)
|
|
Amended and Restated Deferred Compensation Plan for Directors of Parker-Hannifin Corporation, effective January 22, 2015, incorporated by reference to Exhibit 10(i) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2015 (Commission File No. 1-4982).
|
|
|
|
(10)(uu)
|
|
|
|
|
|
(10)(vv)
|
|
|
|
|
|
(21)
|
|
|
|
|
|
(23)
|
|
|
|
|
|
(24)
|
|
|
|
|
|
(31)(a)
|
|
|
|
|
|
(31)(b)
|
|
|
|
|
|
(32)
|
|
|
|
|
|
101.INS
|
|
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.*
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.*
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
|
|
104
|
|
Cover page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
|
*
|
Submitted electronically herewith.
|
|
PARKER-HANNIFIN CORPORATION
|
||
|
|
|
|
|
By:
|
|
/s/ Catherine A. Suever
|
|
|
|
Catherine A. Suever
|
|
|
|
Executive Vice President - Finance &
|
|
|
|
Administration and Chief Financial Officer
|
/s/ Catherine A. Suever
|
|
Catherine A. Suever, Executive Vice President –
Finance & Administration and Chief Financial
Officer (Principal Financial Officer and
Attorney-in-Fact)
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Additions
Charged to
Costs and
Expenses
|
|
Other
(Deductions)/
Additions (A)
|
|
Balance
at End
of Period
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2017
|
|
$
|
8,010
|
|
|
$
|
3,559
|
|
|
$
|
2,767
|
|
|
$
|
14,336
|
|
Year ended June 30, 2018
|
|
$
|
14,336
|
|
|
$
|
2,861
|
|
|
$
|
(7,525
|
)
|
|
$
|
9,672
|
|
Year ended June 30, 2019
|
|
$
|
9,672
|
|
|
$
|
2,034
|
|
|
$
|
(2,832
|
)
|
|
$
|
8,874
|
|
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2017
|
|
$
|
332,708
|
|
|
$
|
349,803
|
|
|
$
|
1,568
|
|
|
$
|
684,079
|
|
Year ended June 30, 2018
|
|
$
|
684,079
|
|
|
$
|
10,778
|
|
|
$
|
—
|
|
|
$
|
694,857
|
|
Year ended June 30, 2019
|
|
$
|
694,857
|
|
|
$
|
102,835
|
|
|
$
|
—
|
|
|
$
|
797,692
|
|
(A)
|
For allowance for doubtful accounts, net balance is comprised of deductions due to divestitures or uncollectible accounts charged off, additions due to acquisitions or recoveries, and currency translation adjustments. For deferred tax asset valuation allowance, the balance primarily represents adjustments due to acquisitions.
|
|
•
|
|
600,000,000 common shares, par value of $.50 per share; and
|
|
•
|
|
3,000,000 shares of serial preferred stock, par value of $.50 per share.
|
|
•
|
|
the designation of the series distinguished by number, letter or title;
|
|
•
|
|
the number of shares within the series, which the board of directors may increase or decrease, except where otherwise provided in the terms of the series;
|
|
•
|
|
the dividend rate of the series;
|
|
•
|
|
the dates at which dividends, if declared, shall be payable, and the dates from which dividends shall be cumulative;
|
|
•
|
|
the liquidation price of the series;
|
|
•
|
|
the redemption rights and price or prices, if any, for shares of the series;
|
|
•
|
|
the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
|
|
•
|
|
whether the shares are convertible, the price or rate of conversion, and the applicable terms and conditions; and
|
|
•
|
|
any restrictions on issuance of shares in the same series or any other series.
|
|
•
|
|
the payment of dividends or distributions, the making of distributions of assets to shareholders or the purchase or redemption of the corporation’s shares, contrary to the law or the corporation’s articles;
|
|
•
|
|
the distribution of assets to shareholders during the winding up of our affairs by dissolution or otherwise, if creditors are not adequately provided for; and
|
|
•
|
|
the making of certain loans to officers, directors or shareholders, other than in the usual course of business, without approval by a majority of the disinterested directors of the corporation who determined that the loan could reasonably be expected to benefit the corporation.
|
|
•
|
|
one-fifth or more, but less than one-third of that voting power;
|
|
•
|
|
one-third or more, but less than a majority of that voting power; or
|
|
•
|
|
a majority or more of that voting power.
|
|
•
|
|
prior to the interested shareholder’s share acquisition date, the board of directors of the issuing public corporation approved the purchase of shares by the interested shareholder;
|
|
•
|
|
the transaction is approved by the holders of shares with at least 66 2⁄3% of the voting power of the corporation (or a different proportion set forth in the articles of incorporation), including at least a majority of the outstanding shares after excluding shares controlled by the interested shareholder; or
|
|
•
|
|
the business combination results in shareholders, other than the interested shareholder, receiving a fair price plus interest for their shares.
|
|
•
|
|
any merger or consolidation;
|
|
•
|
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or the assets of a subsidiary having a fair market value of at least $20,000,000;
|
|
•
|
|
the adoption of any plan or proposal for our liquidation or dissolution proposed by or on behalf of the interested party;
|
|
•
|
|
the issuance or transfer by us or a subsidiary to an interested party of any of our securities or the securities of a subsidiary having a fair market value of $20,000,000 or more; or
|
|
•
|
|
any recapitalization, reclassification, merger or consolidation involving us that would have the effect of increasing the interested party’s voting power in us or a subsidiary.
|
|
•
|
|
the business combination is approved by our board of directors, including by not less than a majority of our continuing directors (as defined in our amended articles of incorporation); or
|
|
•
|
|
the business combination is a merger or consolidation and the consideration to be received by the holders of each class of capital stock is the highest of:
|
|
–
|
the highest per share price paid by the interested party for the capital stock during the prior two years;
|
|
–
|
the highest sales price reported on a national securities exchange during the prior two years; or
|
|
–
|
in the case of serial preferred stock, the amount of the liquidation preference plus annual compound interest from the date the interested party became an interested party less the aggregate amount of any cash dividends paid during the interest period.
|
Name of Subsidiary
|
State/Country of Organization
|
UNITED STATES
|
|
Winco Enterprises Inc.
|
California
|
Baldwin Filters, Inc.
|
Delaware
|
BHA Altair, LLC
|
Delaware
|
CLARCOR Total Filtration, Inc.
|
Delaware
|
Clark Filter, Inc.
|
Delaware
|
Parker Hannifin ACD Europe LLC
|
Delaware
|
Parker Hannifin CFA, LLC
|
Delaware
|
Parker Hannifin Filtration (Houston), LLC
|
Delaware
|
Parker Hannifin Filtration (US), Inc.
|
Delaware
|
Parker Intangibles LLC
|
Delaware
|
Parker Italy (PH Espana Holding) LLC
|
Delaware
|
Parker Olaer Holdings LLC
|
Delaware
|
Parker-Hannifin International Corp.
|
Delaware
|
Purolator Facet, Inc.
|
Delaware
|
Parker Hannifin Luxembourg Acquisitions LLC - US Branch
|
Delaware
|
Parker Hannifin Lux Finco LLC - US Branch
|
Delaware
|
Parker Hannifin Holding EMEA LLC - US Branch
|
Delaware
|
PG Square LLC
|
Delaware
|
Altair Filter Technology Inc.
|
Kentucky
|
Clarcor Air Filtration Products, Inc.
|
Kentucky
|
Parker Royalty Partnership
|
Ohio
|
United Air Specialists, Inc.
|
Ohio
|
Total Filtration Services, Inc.
|
Ohio
|
Parker Hannifin Luxembourg Finance Limited Company - US Branch
|
Texas
|
|
|
INTERNATIONAL
|
|
Parker Hannifin Australia Assets Pty Limited
|
Australia
|
Parker Hannifin (Australia) Pty. Limited
|
Australia
|
Parker Hannifin Australia Holding Pty Limited
|
Australia
|
Parker Hannifin GmbH, Zweigniederlassung Sankt Florian
|
Austria
|
Parker Hannifin (Barbados) SRL
|
Barbados
|
Parker Hannifin Manufacturing Holding Belgium SPRL
|
Belgium
|
Parker Hannifin (Bermuda) Ltd.
|
Bermuda
|
Parker Hannifin Partner I GP
|
Bermuda
|
Parker Hannifin Partner II GP
|
Bermuda
|
Parker Hannifin Indústria e Comércio Ltda.
|
Brazil
|
Parker Canada Holding Co.
|
Canada
|
Name of Subsidiary
|
State/Country of Organization
|
Parker Hannifin Canada
|
Canada
|
Parker Ontario Holding Inc.
|
Canada
|
Parker Hannifin Filtration (Canada) ULC
|
Canada
|
Parker Hannifin Fluid Power Systems & Components (Shanghai) Co., Ltd.
|
China
|
Parker Hannifin Hydraulics (Shanghai) Co., Ltd.
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China
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Parker Hannifin Hydraulics (Tianjin) Co., Ltd
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China
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Parker Hannifin Motion & Control (Shanghai) Co. Ltd.
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China
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Parker Hannifin Motion & Control (Wuxi) Company Ltd
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China
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Weifang Parker Hannifin Filtration Products and Systems Co., Ltd.
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China
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Parker Hannifin Industrial s.r.o.
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Czech Republic
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Parker Hannifin Manufacturing Holding Czech Republic s.r.o.
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Czech Republic
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Parker Hannifin Manufacturing Holding Denmark ApS
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Denmark
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Parker Hannifin France Finance SAS
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France
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Parker Hannifin France Holding SAS
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France
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Parker Hannifin France SAS
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France
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Parker Hannifin Manufacturing France SAS
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France
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Parker Hannifin GmbH
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Germany
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Parker Hannifin Holding GmbH
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Germany
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Parker Hannifin Manufacturing Germany GmbH & Co. KG
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Germany
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Parker Hannifin (Gibraltar) Acquisitions Limited
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Gibraltar
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Parker Hannifin (Gibraltar) Holding Limited
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Gibraltar
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Parker Hannifin (Gibraltar) Properties Limited
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Gibraltar
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Parker Hannifin Hong Kong, Ltd.
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Hong Kong
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Parker International Capital Management Hungary Limited Liability Company
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Hungary
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Parker Hannifin India Private Ltd.
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India
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Parker Hannifin Manufacturing (Ireland) Limited
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Ireland
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Parker Hannifin Italy S.R.L.
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Italy
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Parker Hannifin Manufacturing Holding Italy srl
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Italy
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Parker Hannifin Manufacturing srl
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Italy
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Parker Hannifin Japan Holdings GK
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Japan
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Parker Hannifin Japan Ltd.
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Japan
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Taiyo, Ltd.
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Japan
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Parker Hannifin Connectors Ltd.
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Korea
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Parker Korea Ltd.
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Korea
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Parker Hannifin (Luxembourg) S.a.r.l.
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Luxembourg
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Parker Hannifin Bermuda Luxembourg S.C.S.
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Luxembourg
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Parker Hannifin Global Capital Management S.a.r.l.
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Luxembourg
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Parker Hannifin Holding EMEA S.a.r.l.
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Luxembourg
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Parker Hannifin Lux FinCo S.a.r.l.
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Luxembourg
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Parker Hannifin Luxembourg Acquisitions S.a.r.l.
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Luxembourg
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Parker Hannifin Luxembourg Finance S.à r.l.
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Luxembourg
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Parker Hannifin Luxembourg Investments 1 S.a.r.l.
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Luxembourg
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Parker Hannifin Partnership S.C.S.
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Luxembourg
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Parker Hannifin Filtration Systems Sdn.Bhd.
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Malaysia
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Parker Hannifin de Mexico, S.A. de C.V.
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Mexico
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Name of Subsidiary
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State/Country of Organization
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Parker Industrial, S. de R.L. de C.V.
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Mexico
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Perry Holdings de Mexico S. de R.L. de C.V.
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Mexico
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Parker Hannifin B.V.
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Netherlands
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Parker Hannifin Netherlands Holdings 2 B.V.
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Netherlands
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Parker Hannifin Netherlands Holdings B.V.
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Netherlands
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Parker Hannifin VAS Netherlands B.V.
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Netherlands
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PECOFacet (Holland) B.V.
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Netherlands
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Twin Filter B.V.
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Netherlands
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Parker Hannifin (Norway) Holdings AS
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Norway
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Parker Hannifin LLC.
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Russian Federation
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Parker Hannifin Singapore Private Limited
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Singapore
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Parker Hannifin Cartera Industrial S.L.
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Spain
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Parker Hannifin España S.L.
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Spain
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Parker Hannifin Industries and Assets Holding S.L.
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Spain
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Parker Hannifin Italy srl Sucursal en Espana
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Spain
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Parker Hannifin Aktiebolag
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Sweden
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Parker Hannifin Manufacturing Sweden AB
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Sweden
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Parker Hannifin Sweden Holding Co AB
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Sweden
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Parker Hannifin Cartera Industrial S.L., Bilboa (Espagne), succursale de Carouge
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Switzerland
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Parker Hannifin EMEA S.a.r.l.
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Switzerland
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Parker Hannifin Manufacturing Switzerland SA
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Switzerland
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Parker Hannifin Lux Finco S.à.r.l. FZ LLC - UAE Branch
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United Arab Emirates
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Alenco (Holdings) Limited
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United Kingdom
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Altair (UK) Limited
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United Kingdom
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Domnick Hunter Group Limited
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United Kingdom
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Olaer Group Limited
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United Kingdom
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Parker Hannifin 2007 LLP
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United Kingdom
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Parker Hannifin (GB) Limited
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United Kingdom
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Parker Hannifin (Holdings) Limited
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United Kingdom
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Parker Hannifin Industries Limited
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United Kingdom
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Parker Hannifin Limited
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United Kingdom
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Parker Hannifin Manufacturing (UK) Limited
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United Kingdom
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Parker Hannifin Manufacturing Limited
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United Kingdom
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Date
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Date
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/s/ Thomas L. Williams
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8/15/2019
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/s/ Candy M. Obourn
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8/15/2019
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Thomas L. Williams, Chairman of the
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Candy M. Obourn, Director
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Board and Chief Executive Officer (Principal Executive Officer)
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/s/ Catherine A. Suever
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8/15/2019
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/s/ Joseph Scaminace
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8/15/2019
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Catherine A. Suever, Executive Vice
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Joseph Scaminace, Director
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President – Finance & Administration
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and Chief Financial Officer
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(Principal Financial Officer)
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/s/ Todd M. Leombruno
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8/15/2019
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/s/ Åke Svensson
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8/15/2019
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Todd M. Leombruno, Vice President and
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Åke Svensson, Director
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Controller (Principal Accounting Officer)
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/s/ Lee C. Banks
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8/15/2019
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/s/ Laura K. Thompson
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8/15/2019
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Lee C. Banks, Director
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Laura K. Thompson, Director
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/s/ Robert G. Bohn
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8/15/2019
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/s/ James R. Verrier
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8/15/2019
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Robert G. Bohn, Director
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James R. Verrier, Director
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/s/ Linda S. Harty
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8/15/2019
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/s/ James L. Wainscott
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8/15/2019
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Linda S. Harty, Director
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James L. Wainscott, Director
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/s/ Kevin A. Lobo
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8/15/2019
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Kevin A. Lobo, Director
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1.
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I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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)
|
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)
|
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
|