ITEM 1. Business. Parker-Hannifin Corporation is a leading worldwide diversified manufacturer of motion and control technologies and systems, including fluid power systems, electromechanical controls and related components. Fluid power involves the transfer and control of power through the medium of liquid, gas or air, in hydraulic, pneumatic and vacuum applications. Fluid power systems move and position materials, control machines, vehicles and equipment and improve industrial efficiency and productivity. Components of a simple fluid power system include one or more pumps which generate pressure, one or more valves which control the flow of the fluid, one or more actuators which translate the pressure from the fluid into mechanical energy, one or more filters to ensure proper fluid condition and numerous hoses, couplings, fittings and seals. Electromechanical controls involve the use of electronic components and systems to control motion and precisely locate or vary speed in automation and aerospace applications. In addition to motion and control products, the Company also is a leading worldwide producer of fluid purification, fluid and fuel control, process instrumentation, air conditioning, refrigeration, electromagnetic shielding and thermal management products and systems.
The Company was incorporated in Ohio in 1938. Its principal executive offices are located at 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, telephone (216) 896-3000. As used in this Annual Report on Form 10-K, unless the context otherwise requires, the term “Company” or “Parker” refers to Parker-Hannifin Corporation and its subsidiaries.
The Company’s investor relations internet website address is www.phstock.com. The Company makes available free of charge on or through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after filing or furnishing such material electronically with the Securities and Exchange Commission. The information contained on or accessible through the Company’s website is not part of this Annual Report on Form 10-K.
The Board of Directors has adopted a written charter for each of the committees of the Board of Directors. These charters, as well as the Company’s Code of Conduct, Board of Directors Guidelines on Significant Corporate Governance Issues and Independence Standards for Directors, are posted and available on the Company’s investor relations internet website at www.phstock.com under the Corporate Governance page. Shareholders may request copies of these corporate governance documents, free of charge, by writing to Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, Attention: Secretary, or by calling (216) 896-3000.
The Company’s manufacturing, service, sales, distribution and administrative facilities are located in 38 states within the United States and in 47 other countries. The Company’s technologies and systems are used in the products of its three principal business segments: Industrial; Aerospace; and Climate & Industrial Controls. The Company’s products are sold as original and replacement equipment through sales and distribution centers worldwide. The Company markets its products through direct-sales employees, independent distributors and sales representatives. Parker products are supplied to approximately 465,000 customers in virtually every significant manufacturing, transportation and processing industry. For the fiscal year ended June 30, 2012, total net sales were $13.1 billion. Industrial Segment products accounted for 77%, Aerospace Segment products accounted for 16%, and Climate & Industrial Controls Segment products accounted for 7% of those net sales.
Markets
The Company’s technologies and systems are used throughout various industries and in various applications. The approximately 465,000 customers who purchase the Company’s products are found throughout virtually every significant manufacturing, transportation and processing industry. No single customer accounted for more than 3% of the Company’s total net sales for the fiscal year ended June 30, 2012.
Industrial Segment. Sales of Industrial Segment products are made primarily to original equipment manufacturers and their replacement markets in virtually all major manufacturing, transportation and processing industries. The major markets for products of the Industrial Segment are listed below by Group:
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Automation
Group:
• Converting and packaging
• Factory automation
• Food production machinery
• Life sciences and medical
• Material handling
• Paper machinery
• Primary metals
• Renewable energy
• Robotics
• Safety and security
• Semiconductor and electronics
• Transportation and mobile
Filtration
Group:
• Food and beverage
• Industrial machinery
• Life sciences
• Marine
• Mobile equipment
• Oil and gas
• Power generation
• Renewable energy
• Transportation
• Water purification
Fluid
Connectors
Group:
• Aerial lift
• Agriculture
• Bulk chemical handling
• Construction machinery
• Food and beverage
• Fuel and gas delivery
• Industrial machinery
• Life sciences
• Marine
• Mining
• Mobile equipment
• Oil and gas
• Renewable energy
• Transportation
Hydraulics
Group:
• Aerial lift
• Agriculture
• Construction machinery
• Factory automation
• Forestry
• Industrial machinery
• Machine tool
• Marine
• Material handling
• Mining
• Oil and gas
• Power generation
• Renewable energy
• Truck hydraulics
Instrumentation
Group:
• Alternative fuels
• Bio pharmaceuticals
• Chemical and refining
• Food and beverage
• Life sciences
• Marine
• Microelectronics
• Oil and gas
• Power generation
• Water/wastewater
Seal Group:
• Aerospace
• Chemical processing
• Consumer
• Fluid power
• General industrial
• Information technology
• Life sciences
• Microelectronics
• Military
• Oil and gas
• Power generation
• Renewable energy
• Telecommunications
• Transportation
Aerospace Segment. Sales of Aerospace Segment products are made primarily in the commercial and military aerospace markets to both original equipment manufacturers and to end users for spares, maintenance, repair and overhaul. The major markets for products of the Aerospace Segment are listed below:
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• Commercial transports
• Engines
• General and business aviation
• Helicopters
• Launch vehicles
• Military aircraft
• Missiles
• Power generation
• Regional transports
• Unmanned aerial vehicles
• Aftermarket services
Climate & Industrial Controls Segment. Sales of Climate & Industrial Controls Segment products are made primarily to original equipment manufacturers and their replacement markets. The major markets for products of the Climate & Industrial Controls Segment are listed below:
• Agriculture
• Air conditioning
• Construction Machinery
• Food and beverage
• Industrial and commercial refrigeration
• Industrial machinery
• Life sciences
• Oil and gas
• Process
• Supermarkets
• Transportation
Principal Products and Methods of Distribution
Although the Company offers hundreds of thousands of individual products, no single product contributed more than 1% to the Company’s total net sales for the fiscal year ended June 30, 2012. Listed below are some of the Company’s principal products.
Industrial Segment. The products produced by the Company’s Industrial Segment consist of a broad range of technologies and systems, which are described below by Group:
Automation Group: pneumatic and electromechanical components and systems, including:
Pneumatic products:
• Air preparation units
• Pneumatic accessories
• Pneumatic actuators and grippers
• Pneumatic valves and controls
• Structural extrusions
• Vacuum generators, cups and sensors
Electromechanical products:
• AC/DC drives and systems
• Electric actuators, gantry robots and slides
• Human-machine interfaces
• Manifolds
• Rotary actuators
• Stepper motors, servo motors, drives and controls
Filtration Group: filters, systems and diagnostics solutions to monitor and remove contaminants from fuel, air, oil, water and other liquids and gases, including:
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• Analytical gas generators
• Compressed air and gas filters and dryers
• Condition monitoring devices
• Engine air, fuel and oil filtration and systems
• Hydraulic, lubrication and coolant filters
• Nitrogen, hydrogen and purified air generators
• Process, chemical, water and microfiltration filters
• Water desalinization and purification filters/systems
Fluid Connectors Group: connectors which control, transmit and contain fluid, including:
• Connectors for low pressure fluid conveyance
• Deep sea umbilicals
• Diagnostic equipment
• Hose couplings
• Industrial hose
• Mooring systems and power cables
• PTFE hose and tubing
• Quick couplings
• Check valves
• Rubber and thermoplastic hose
• Tube fittings and adapters
• Tubing and plastic fittings
Hydraulics Group: hydraulic components and systems for builders and users of industrial and mobile machinery and equipment, including:
• Accumulators
• Cartridge valves
• Hybrid drives
• Hydraulic transmissions
• Hydraulic cylinders
• Hydraulic motors and pumps
• Hydraulic systems
• Hydraulic valves and controls
• Hydrostatic steering units
• Integrated hydraulic circuits
• Power take-off equipment
• Power units
• Rotary actuators
• Sensors, displays and controls
Instrumentation Group: high quality critical flow components for process instrumentation, healthcare and ultra-high-purity applications, including:
• Analytical sample conditioning products and systems
• Chemical injection fittings and valves
• Fluoropolymer chemical delivery fittings, valves and pumps
• High pressure fittings, valves, pumps and reactor systems
• High-purity gas delivery fittings, valves, regulators and digital flow controllers
• Process analyzers
• Process control fittings, valves, regulators and manifold valves
• Process control double block and bleeds
• Permanent no-weld tube fittings
• Precision industrial regulators and flow controllers
• Industrial mass flow meters/controllers
Seal Group: static and dynamic sealing devices, including:
• Dynamic seals
• Elastomeric o-rings
• Electromagnetic interference shielding
• Extruded and precision-cut fabricated elastomeric seals
• High-temperature metal seals
• Homogeneous and inserted elastomeric shapes
• Medical devices
• Medical seals and instruments
• Metal and plastic retained composite seals
• Thermal management products
Industrial Segment products include standard products, as well as custom products which are engineered and produced to original equipment manufacturers’ specifications for application to particular end products. Both standard and custom products
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are also used in the replacement of original products. Industrial Segment products are marketed primarily through field sales employees and approximately 12,300 independent distributor locations throughout the world.
Aerospace Segment. The principal products of the Company’s Aerospace Segment include flight control, hydraulic, fuel, fluid conveyance, and engine systems and components used on commercial and military airframe and engine programs.
The Aerospace Segment offers primary and secondary flight control systems and components, including: hydraulic, electrohydraulic, electric backup hydraulic, electrohydrostatic, and electro-mechanical components used for precise control of aircraft rudders, elevators, ailerons and other aerodynamic control surfaces.
The Aerospace Segment also offers complete hydraulic systems and components, including:
• Accumulators
• Automatic bleed valves
• Electrohydraulic servo valves
• Electronic controllers and software
• Engine-driven pumps
• Filtration manifolds
• Hydraulic power packs
• Integration packages
• Motor pumps
• Power transfer units
• Reservoirs
• Selector valves
• Thrust-reverser systems
• Utility actuators
The Aerospace Segment also designs and manufactures aircraft wheels, brakes and associated hydraulics components for general aviation, rotorcraft and military markets.
The Aerospace Segment also offers complete fuel systems and components, including:
• Fuel tank inerting systems
• Refuel, transfer, and pressurization controls
• In-flight refueling systems
• Fuel pumps and valves
• Fuel measurement and management systems
• Fuel and pneumatic filtration
• Fluid conveyance equipment
• Center of gravity controls
• Engine fuel injection atomization nozzles, manifolds and augmentor controls
• Electronic monitoring computers and controllers
• Lightning-safe flame arresters, fuel caps, and adapters
• Water and waste subsystems
The Aerospace Segment also offers fluid conveyance systems and components, including:
•
Rubber, metal, and PTFE hose assemblies
•
Rigid tube assemblies
•
Couplings, quick disconnects, fittings, joints, and unions
•
Valves and regulators
The Aerospace Segment also produces various engine systems and components, including:
• Pneumatic subsystems
• Low-pressure pneumatic controls
• Engine starter systems
• Fuel valves and manifolds
• Heat management
• Engine bleed control and anti-ice systems
• Electronic control and monitoring computers
• Fuel and pneumatic filtration
• Fluid conveyance systems and engine build units
• Motor-driven and hydraulic pumps
• Oil and lubrication pumps and equipment
• Thrust reverser actuation
The Aerospace Segment also offers electronic thermal management heat rejection systems and single-phase and two-phase heat collection systems for radar, ISAR, and power electronics.
Aerospace Segment products are marketed by the Company’s regional sales organizations and are sold directly to original
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equipment manufacturers and end users throughout the world.
Climate & Industrial Controls Segment. The principal products of the Company’s Climate & Industrial Controls Segment consist of systems and components for use primarily in the mobile and stationary refrigeration and air conditioning industry, and systems and components for use in fluid control applications in a wide variety of industries, including processing, fuel dispensing, beverage dispensing and mobile emissions. These products include:
• Accumulators
• CO2 controls
• Electronic controllers
• Filter driers
• Hand shut-off valves
• Heat exchangers
• Hose and fittings
• Precision cooling
• Pressure regulating valves
• Refrigerant distributors
• Safety relief valves
• Solenoid valves
• Thermostatic expansion valves
Climate & Industrial Controls Segment products are marketed primarily through field sales employees and independent distributors and wholesalers throughout the world.
Competition
The Company’s business operates in highly competitive markets and industries. The Company offers its products over numerous, varied markets through its 137 divisions operating in 48 countries and consequently has hundreds of competitors when viewed across its various markets and product offerings. The Company’s competitors include U.S. and non-U.S. companies. These competitors and the degree of competition vary widely by product lines, end markets, geographic scope and/or geographic locations. Although each of the Company’s segments has numerous competitors, given the Company’s market and product breadth, no single competitor competes with the Company with respect to all products manufactured and sold by the Company.
In the Industrial Segment, the Company competes on the basis of product quality and innovation, customer service, manufacturing and distribution capability, and price competitiveness. The Company believes that it is one of the market leaders in most of the major markets for its most significant Industrial Segment products. While the Company’s primary global competitors include SMC Corporation, Freudenberg-NOK, Festo AG, Bosch Rexroth AG, Swagelok Company, Pall Corporation, Donaldson Company, Inc. and Eaton Corporation, none of these companies compete with every Group and every product line that make up the Company’s Industrial Segment.
In the Aerospace Segment, the Company has developed alliances with key customers based on the Company’s advanced technological and engineering capabilities, superior performance in quality, delivery, and service, and price competitiveness, which has enabled the Company to obtain significant original equipment business on new aircraft programs for its systems and components and to thereby obtain the follow-on repair and replacement business for these programs. Although the Company believes that it is one of the market leaders in most of the major markets for its most significant Aerospace Segment products, the Company’s primary global competitors for the most significant Aerospace Segment products include Honeywell Inc., Goodrich Corporation, Hamilton Sundstrand, GE Aviation (formerly Smiths Aerospace), Eaton Corporation, Moog Inc., Woodward Governor Company and Zodiac Aerospace SA.
In the Climate & Industrial Controls Segment, the Company competes on the basis of product quality and innovation, customer service, manufacturing and distribution capability, and price competitiveness. Although the Company believes that it is one of the market leaders in most of the major markets for its most significant Climate & Industrial Controls Segment products, the Company’s primary global competitors for the most significant Climate & Industrial Controls Segment products include Danfoss A/S, Emerson Climate Technologies, Emerson/ASCO, Hutchinson SA, TI Automotive Ltd. and Visteon Corporation.
The Company believes that its platform utilizing nine core technologies which consist of aerospace, electromechanical, filtration, fluid handling, hydraulics, pneumatics, process control, refrigeration, and sealing and shielding is a positive factor in its ability to compete effectively with both large and small competitors. For each of its segments, the Company believes that the following factors also contribute to its ability to compete effectively:
•
decentralized operating structure that allows each division to focus on its customers and respond quickly at the local level;
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•
systems solution capabilities that use the Company’s core technologies from a variety of its segments;
•
global presence; and
•
a strong global distribution network.
Research and Product Development
The Company continually researches the feasibility of new products and services through its development laboratories and testing facilities in many of its worldwide manufacturing locations. Its research and product development staff includes chemists, physicists, and mechanical, chemical and electrical engineers.
Total research and development costs relating to the development of new products and services and the improvement of existing products and services amounted to $365.7 million in fiscal year 2012, $359.5 million in fiscal year 2011, and $316.2 million in fiscal year 2010. These amounts include costs incurred by the Company related to independent research and development initiatives as well as costs incurred in connection with research and development contracts. Costs incurred in connection with research and development contracts and included in the total research and development costs reported above for each of the respective fiscal years 2012, 2011 and 2010 were $43.7 million, $61.3 million, and $40.3 million, respectively.
Patents, Trademarks, Licenses
The Company owns a number of patents, trademarks and licenses related to its products and has exclusive and non-exclusive rights to use a number of patents owned by others. In addition, patent applications on certain products are now pending, although there can be no assurance that patents will be issued. The Company is not dependent to any material extent on any single patent or group of patents.
Backlog and Seasonal Nature of Business
The Company’s backlog by business segment for the past two fiscal years, as set forth on pages 13-4 to 13-6 of Exhibit 13 to this Annual Report on Form 10-K, is incorporated into this section by reference. The Company’s backlog was $3.8 billion at June 30, 2012 and June 30, 2011. Approximately 85% of the Company’s backlog at June 30, 2012 is scheduled for delivery in the succeeding twelve months. The Company’s business is generally not seasonal in nature.
Environmental Regulation
Certain of the Company’s operations necessitate the use and handling of hazardous materials and, as a result, the Company is subject to United States federal, state, and local laws and regulations as well as non-U.S. laws and regulations designed to protect the environment and regulate the discharge of materials into the environment. These laws impose penalties, fines and other sanctions for non-compliance and liability for response costs, property damage and personal injury resulting from past and current spills, disposals or other releases of, or exposures to, hazardous materials. Among other environmental laws, the Company is subject to the United States federal “Superfund” law, under which the Company has been designated as a “potentially responsible party” and may be liable for cleanup costs associated with various waste sites, some of which are on the United States Environmental Protection Agency’s Superfund priority list.
As of June 30, 2012, the Company was involved in environmental remediation at various United States and non-U.S. manufacturing facilities presently or formerly operated by the Company and had been named as a “potentially responsible party,” along with other companies, at off-site waste disposal facilities and regional sites.
The Company believes that its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and the consequent financial liability to the Company. Compliance with environmental laws and regulations requires continuing management of efforts and expenditures by the Company. Compliance with environmental laws and regulations has not had in the past, and, the Company believes, will not have in the future, a material adverse effect on the capital expenditures, earnings, or competitive position of the Company.
As of June 30, 2012, the Company had a reserve of $11.9 million for environmental matters that were probable and reasonably estimable. This reserve was recorded based upon the best estimate of costs to be incurred in light of the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties.
The Company’s estimated total liability for the above mentioned sites ranges from a minimum of $11.9 million to a maximum of $71.5 million. The largest range of the estimated total liability for any one site is approximately $6.1 million. The actual costs to be incurred by the Company will be dependent on final determination of contamination and required remedial
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action, negotiations with governmental authorities with respect to cleanup levels, changes in regulatory requirements, innovations in investigatory and remedial technologies, effectiveness of remedial technologies employed, the ability of the other responsible parties to pay, and any insurance or other third-party recoveries.
Energy Matters and Sources and Availability of Raw Materials
The Company’s primary energy source for each of its business segments is electric power. While the Company cannot predict future costs of electric power, the primary source for production of the required electric power will be coal from substantial, proven coal reserves available to electric utilities. The Company is subject to governmental regulations in regard to energy supplies in the United States and elsewhere. To date, the Company has not experienced any significant disruptions of its operations due to energy curtailments.
Steel, brass, copper, aluminum, nickel, rubber and thermoplastic materials and chemicals are the principal raw materials used by the Company. These materials are available from numerous sources in quantities sufficient to meet the requirements of the Company.
Employees
The Company employed approximately 59,300 persons as of June 30, 2012, of whom approximately 31,180 were employed by foreign subsidiaries.
Business Segment Information
The Company’s net sales, segment operating income and assets by business segment and net sales and long-lived assets by geographic area for the past three fiscal years, as set forth on pages 13-13 to 13-14 of Exhibit 13 to this Annual Report on Form 10-K, are incorporated into this section by reference.
Acquisitions
During fiscal year 2012, the Company completed four acquisitions as set forth on pages 13-20 to 13-21 of Exhibit 13 to this Annual Report on Form 10-K, which is incorporated into this section by reference.
ITEM 1A.
ITEM 1A. Risk Factors.
The following “risk factors” identify what the Company believes to be all of the risks that could materially adversely affect the Company’s financial and/or operational performance. These risk factors should be considered and evaluated together with information incorporated by reference or otherwise included elsewhere in this Annual Report on Form 10-K. Additional risks not currently known to the Company or that the Company currently believes are immaterial also may impair the Company’s business, financial condition, results of operations and cash flows.
The Company may be subject to risks arising from uncertainty in worldwide economic conditions.
Uncertainty regarding global economic conditions and the rate of economic recovery may have an adverse effect on the business, results of operations and financial condition of the Company and its distributors, customers and suppliers, and on the general economic activity in many of the industries and markets in which the Company and its distributors, customers and suppliers operate. Among the economic factors which may have such an effect are manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability. These factors may, among other things, negatively impact the level of purchases, capital expenditures and creditworthiness of the Company and its distributors, customers and suppliers, and, therefore, the Company’s revenues, operating profits, margins and order rates.
The Company has remained focused on maintaining its financial strength by adjusting its cost structure to reflect changing demand levels, maintaining a strong balance sheet and managing its cash. The Company cannot predict changes in worldwide economic conditions, as such conditions are highly volatile and beyond the Company’s control. If these conditions deteriorate, however, the Company’s business, results of operations and financial condition could be materially adversely affected.
The Company may be subject to risks relating to its information technology systems.
The Company relies extensively on information technology systems to manage and operate its business. If these systems
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are damaged or cease to function properly and the Company suffers any resulting interruption in its ability to manage and operate its business, the Company’s results of operations and financial condition could be materially adversely affected.
The Company may be subject to product liability risks.
The Company’s businesses expose it to potential product liability risks that are inherent in the design, manufacture and sale of its products and the products of third-party vendors that the Company uses or resells. Significant product liability claims could have a material adverse effect on the Company’s financial condition, liquidity and results of operations. Although the Company currently maintains what it believes to be suitable and adequate product liability insurance, there can be no assurance that the Company will be able to maintain its insurance on acceptable terms or that its insurance will provide adequate protection against all potential liabilities.
The Company may be subject to risks arising from legal and regulatory proceedings.
From time to time, the Company is subject to litigation and other legal and regulatory proceedings relating to its business. Due to the inherent uncertainties of such proceedings, the Company cannot accurately predict their ultimate outcome, including the outcome of any related appeals. An unfavorable outcome could materially adversely impact the Company’s business, financial condition or results of operations.
The Company may be subject to risks relating to organizational changes.
The Company regularly executes organizational changes such as acquisitions, divestitures and realignments to support its growth and cost management strategies. The Company also commits significant resources to identify, develop and retain key employees to ensure uninterrupted leadership and direction. If the Company is unable to successfully manage these and other organizational changes, its results of operations and financial condition could be materially adversely affected.
The Company may be subject to risks relating to changes in the demand for and supply of its products.
Demand for and supply of the Company’s products may be adversely affected by numerous factors, some of which the Company cannot predict or control. Such factors include:
•
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;
•
changes in product mix;
•
changes in the market acceptance of the Company’s products;
•
increased competition in the markets the Company serves;
•
declines in the general level of industrial production; and
•
declines in the availability, or increases in the prices, of raw materials.
If any of these factors occur, the demand for and supply of the Company’s products could suffer, which could materially adversely affect the Company’s results of operations.
The Company may be subject to risks arising from price and supply fluctuations in raw materials used in the Company’s production processes and by its suppliers of component parts.
The Company’s supply of raw materials for its businesses could be interrupted for a variety of reasons, including availability and pricing. Prices for raw materials necessary for production have fluctuated significantly in the past and significant increases could adversely affect the Company’s results of operations and profit margins. Although the Company generally attempts to manage these fluctuations by, among other things, passing along increased raw material prices to its customers in the form of price increases, there may be a time delay between the increased raw material prices and the Company’s ability to increase the price of its products, or the Company may be unable to increase the prices of its products due to pricing pressure, contract terms or other factors.
The Company’s suppliers of component parts may significantly and quickly increase their prices in response to increases in costs of raw materials that they use to manufacture the component parts. As a result, the Company may not be able to increase its prices commensurately with its increased costs. Consequently, the Company’s results of operations or financial condition could be materially adversely affected.
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The Company may be subject to risks relating to acquisitions.
The Company expects to continue its strategy of identifying and acquiring businesses with complementary products and services that it believes will enhance its operations and profitability. However, there can be no assurance that the Company will be able to continue to find suitable businesses to purchase or that it will be able to acquire such businesses on acceptable terms. In addition, there is no assurance that the Company will be able to avoid acquiring or assuming unexpected liabilities, that the Company will be able to integrate successfully any businesses that it purchases into its existing business or that any acquired businesses will be profitable. The successful integration of new businesses depends on the Company’s ability to manage these new businesses and cut excess costs. If the Company is unable to avoid these risks, its results of operations and financial condition could be materially adversely affected.
The Company may be subject to risks arising from changes in the competitive environment in which it operates.
The Company’s operations are subject to competition from a wide variety of global, regional and local competitors, which could adversely affect the Company’s results of operations by creating downward pricing pressure and/or a decline in the Company’s margins or market shares. To compete successfully, the Company’s Industrial Segment and Climate & Industrial Controls Segment must excel in terms of product quality and innovation, customer service, manufacturing and distribution capability and price competitiveness and its Aerospace Segment must excel on the basis of technological and engineering capability, quality, delivery and service, and price competitiveness.
The Company may be subject to risks relating to its non-U.S. operations.
The Company’s net sales derived from customers outside the United States were approximately 45% in fiscal 2012, 46% in fiscal 2011 and 45% in fiscal 2010. In addition, many of the Company’s manufacturing operations and suppliers are located outside the United States. The Company expects net sales from non-U.S. markets to continue to represent a significant portion of its total net sales. The Company’s non-U.S. operations are subject to risks in addition to those facing its domestic operations, including:
•
fluctuations in currency exchange rates;
•
limitations on ownership and on repatriation of earnings;
•
transportation delays and interruptions;
•
political, social and economic instability and disruptions;
•
government embargoes or trade restrictions;
•
the imposition of duties and tariffs and other trade barriers;
•
import and export controls;
•
labor unrest and current and changing regulatory environments;
•
the potential for nationalization of enterprises;
•
difficulties in staffing and managing multi-national operations;
•
limitations on the Company’s ability to enforce legal rights and remedies;
•
potentially adverse tax consequences; and
•
difficulties in implementing restructuring actions on a timely basis.
If the Company is unable to successfully manage the risks associated with expanding its global business or adequately manage operational fluctuations internationally, the risks could have a material adverse effect on the Company’s business, results of operations or financial condition.
The Company may be subject to risks relating to changes in its tax rates or exposure to additional income tax liabilities.
The Company is subject to income taxes in the United States and various non-U.S. jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. The Company’s effective tax rate could be affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets or changes in tax laws. The amount of income taxes paid is subject to ongoing audits
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by United States federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to the Company’s tax liabilities, which could have a material adverse effect on the Company’s results of operations.
The Company may be subject to risks relating to the development of new products and technologies.
The markets the Company operates in are characterized by rapidly changing technologies and frequent introductions of new products and services. The Company’s ability to develop new products based on technological innovation can affect its competitive position and often requires the investment of significant resources. Difficulties or delays in research, development or production of new products and services or failure to gain market acceptance of new products and technologies may significantly reduce future revenues and materially adversely affect the Company’s competitive position.
The Company may be subject to risks relating to the preservation of its intellectual property.
Protecting the Company’s intellectual property is critical to its innovation efforts. The Company owns a number of patents, trademarks and licenses related to its products and has exclusive and non-exclusive rights under patents owned by others. The Company’s intellectual property may be challenged or infringed upon by third parties or the Company may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms. In addition, the global nature of the Company’s business could present increased risks that the Company’s intellectual property will be subject to infringement or other unauthorized use outside of the United States. In such cases, the Company’s ability to protect its intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are undeveloped or do not recognize or protect intellectual property rights to the same extent as the United States. Unauthorized use of the Company’s intellectual property rights or inability to preserve existing intellectual property rights could adversely impact the Company’s competitive position and results of operations.
The Company may be subject to risks arising from the impact of environmental regulations.
The Company’s operations necessitate the use and handling of hazardous materials and, as a result, it is subject to various United States federal, state and local laws and regulations, as well as non-U.S. laws, designed to protect the environment and to regulate the discharge of materials into the environment. These laws impose penalties, fines and other sanctions for non-compliance and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other releases of, or the exposure to, hazardous materials. Among other laws, the Company is subject to the United States federal “Superfund” law, under which it has been designated as a “potentially responsible party” and may be liable for clean-up costs associated with various waste sites, some of which are on the United States Environmental Protection Agency’s Superfund priority list. The Company could incur substantial costs as a result of non-compliance with or liability for cleanup or other costs or damages under environmental laws, including the Superfund law.
In addition, increased worldwide focus on climate change issues has led to recent legislative and regulatory efforts to limit greenhouse gas emissions, including regulation of such emissions through a “cap-and-trade” system globally. Regulation of greenhouse gas emissions and other climate changes concerns could subject the Company to additional costs and restrictions, including increased energy and raw material costs. Until definitive regulations are adopted, the Company is not able to predict how such regulations would affect the Company’s business, operations or financial results.
The Company may be subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect on the Company’s business, results of operations and financial condition.
The Company may be subject to risks relating to increasing costs of certain employee and retiree benefits.
The funding requirements and the amount of expenses recorded for the Company’s defined benefit pension plans are dependent on changes in market interest rates and the value of plan assets, which are dependent on actual plan asset returns. Significant changes in market interest rates and decreases in the fair value of plan assets and investment losses on plan assets would increase funding requirements and expenses and may adversely impact the Company’s future results of operations.
The Company absorbs a portion of healthcare costs for its employees. If healthcare costs rise significantly and the Company continues to absorb the majority of these costs, these increasing costs may adversely impact the Company's future results of operations.
The Company may be subject to risks arising from regulations applicable to companies doing business with the United States government.
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In addition to the risks identified herein, doing business with the United States government subjects the Company to unusual risks, including dependence on the level of government spending and compliance with and changes in governmental procurement regulations. Agreements relating to the sale of products to government entities may be subject to termination, reduction or modification, either at the convenience of the government or for the Company’s failure to perform under the applicable contract. The Company is subject to government investigations of business practices and compliance with government procurement regulations. If the Company were charged with wrongdoing as a result of any such investigation, it could be suspended from bidding on or receiving awards of new government contracts, which could have a material adverse effect on the Company’s results of operations.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments. None.
ITEM 1C. Executive Officers of the Registrant.
The Company’s Executive Officers as of August 15, 2012 were as follows:
(1)
Officers of the Company are elected by the Board of Directors to serve for a term of one year or until their respective successors are elected, except in the case of death, resignation or removal. Messrs. Washkewicz, Bond, Cullman, Dedinsky, Eline, Greco, Healy, Hoelting, Machado, Maxwell, and Piraino and Ms. Huggins have served in the executive capacities indicated above opposite their respective names during each of the past five years.
Mr. Marten has been Executive Vice President - Finance & Administration and Chief Financial Officer since November 2010. He was Vice President and Controller from August 2008 to December 2010 and Assistant Controller from July 2007 to August 2008.
Mr. Banks has been an Executive Vice President since August 2008 and has been an Operating Officer since November
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2006. He was a Senior Vice President from November 2006 to August 2008. He is also a Director of Nordson Corporation.
Mr. Barker has been an Executive Vice President since August 2008 and has been an Operating Officer since November 2006. He was President of the Aerospace Group from March 2003 to July 2012 and a Senior Vice President from November 2006 to August 2008.
Mr. Serbin has been Executive Vice President - Human Resources since January 2011. He was Vice President - Human Resources from May 2005 to January 2011.
Mr. Williams has been an Executive Vice President since August 2008 and has been an Operating Officer since November 2006. He was a Senior Vice President from November 2006 to August 2008. He is also a Director of Chart Industries, Inc.
Mr. Chung has been President of the Automation Group since July 2012 and has been a Vice President since March 2008. He was President of the Asia Pacific Group from March 2008 to July 2012 and Vice President - Operations of the Hydraulics Group in Asia from January 2005 to March 2008.
Mr. Keller has been President of the Asia-Pacific Group since July 2012 and has been a Vice President since August 2009. He was President of the Seal Group from August 2009 to July 2012 and Vice President of Operations of the Seal Group from July 2005 to August 2009.
Mr. Popoff has been a Vice President and President of the Filtration Group since February 2008. He was Vice President - Operations of the Filtration Group from April 2006 to February 2008.
Mr. Ross has been a Vice President and President of the Seal Group since July 2012. He was Vice President of Operations of the Hydraulics Group from July 2011 to July 2012 and General Manager Hydraulic Valve Division from June 2007 to July 2011.
Mr. Saulnier has been a Vice President and President of the Europe, Middle East and Africa Group since September 2008. He was President of Sales Companies - Europe, Middle East and Africa from January 2008 to September 2008 and Vice President - Operations of Sales Companies South from July 2001 to January 2008.
Mr. Sherrard has been President of the Aerospace Group since July 2012 and has been a Vice President since November 2003. He was President of the Automation Group from March 2005 to July 2012.
Ms. Suever has been Vice President and Controller since December 2010. She was Vice President and Controller of the Climate & Industrial Controls Group from November 2008 to December 2010 and Assistant Treasurer from July 2007 to November 2008.
ITEM 2.
ITEM 2. Properties. The Company’s corporate headquarters is located in Cleveland, Ohio, and, at June 30, 2012, the Company had 312 manufacturing plants and 264 distribution centers and sales and administrative offices throughout the world, none of which were individually material to its operations. The facilities are situated in 38 states within the United States and in 47 other countries. The Company owns the majority of its manufacturing plants and distribution centers, and its leased properties primarily consist of sales and administrative offices. The number of facilities used by each of the Company’s operating segments is summarized by type and geographic location in the tables below:
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Several facilities are shared among each of the Company’s operating segments. To avoid double counting, each shared facility is counted once, primarily in the Industrial Segment.
The Company believes that its properties have been adequately maintained, are in good condition generally and are suitable and adequate for its business as presently conducted. The extent to which the Company uses its properties varies by property and from time to time. The Company believes that its restructuring efforts have brought capacity levels closer to present and anticipated needs. Most of the Company’s manufacturing facilities remain capable of handling additional volume increases.
ITEM 3.
ITEM 3. Legal Proceedings. Parker ITR S.r.l. (Parker ITR), a subsidiary acquired on January 31, 2002, has been the subject of a number of lawsuits and regulatory investigations. The lawsuits and investigations relate to allegations that, for a period of up to 21 years, the Parker ITR business unit that manufactures and sells marine hose, typically used in oil transfer, conspired with competitors in unreasonable restraint of trade to artificially raise, fix, maintain or stabilize prices, rig bids and allocate markets and customers for marine oil and gas hose in the United States and in other jurisdictions. Parker ITR and the Company have cooperated with all of the regulatory authorities investigating the activities of the Parker ITR business unit that manufactures and sells marine hose and continue to cooperate with the investigations that remain ongoing. Several of the investigations and all but one of the lawsuits have concluded. The following investigations and lawsuit remain pending.
Brazilian competition authorities commenced their investigations on November 14, 2007. Parker ITR filed a procedural defense in January 2008. The Brazilian authorities appear to be investigating the period from 1999 through May 2007. In June 2011, the Brazilian competition authorities issued a report and Parker ITR filed a response to that report. The potential outcome of the investigation in Brazil is uncertain and will depend on the resolution of numerous issues not known at this stage of the investigation.
On May 15, 2007, the European Commission issued its initial Request for Information to the Company and Parker ITR. On January 28, 2009, the European Commission announced the results of its investigation of the alleged cartel activities. As part of its decision, the European Commission found that Parker ITR infringed Article 81 of the European Commission treaty from April 1986 to May 2, 2007 and fined Parker ITR 25.61 million euros. The European Commission also determined that the Company was jointly and severally responsible for 8.32 million euros of the total fine which related to the period from January 2002, when the Company acquired Parker ITR, to May 2, 2007, when the cartel activities ceased. Parker ITR and the Company filed an appeal to the Court of First Instance of the European Communities on April 10, 2009.
A lawsuit was filed against the Company and Parker ITR on May 25, 2010 under the False Claims Act in the Central District of California: The United States of America ex rel. Douglas Farrow v. Trelleborg, AB et al. The United States declined to intervene against the Company or Parker ITR in the case. Plaintiff generally seeks treble damages, penalties for each false claim and attorneys' fees. The court dismissed the complaint with prejudice as to the Company, but it remains pending against Parker ITR.
ITEM 4.
ITEM 4. Mine Safety Disclosures. Not applicable.
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PART II
ITEM 5.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a)
Market for the Registrant’s Common Equity. The Company’s common stock is listed for trading on the New York Stock Exchange. Information regarding stock price and dividend information with respect to the Company’s common stock, as set forth on page 13-40 of Exhibit 13 to this Annual Report on Form 10-K, is incorporated into this section by reference. As of July 31, 2012, the number of shareholders of record of the Company was 4,234.
(b)
Use of Proceeds. Not Applicable.
(c)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
(1)
On August 16, 1990, the Company publicly announced that its Board of Directors authorized the repurchase by the Company of up to 3 million shares of its common stock. From time to time thereafter, the Board of Directors has adjusted the overall maximum number of shares authorized for repurchase under this program and imposed an additional limitation on the number of shares authorized for repurchase in any single fiscal year. In particular, on April 19, 2012, the Board of Directors temporarily modified this program such that, for the fiscal year 2012 fourth quarter only, the overall maximum number of shares authorized for repurchase under this program was increased to 16 million, exclusive of any shares previously repurchased under this program during fiscal year 2012 and the fiscal year limitation was eliminated. On July 1, 2012, the overall maximum number of shares authorized for repurchase under this program reverted back to the authorization in place prior to April 19, 2012, which was an overall maximum number of 15 million shares (originally approved by the Board of Directors on August 3, 2011), less any shares repurchased under this program between August 3, 2011 and April 19, 2012 and subject to the fiscal year limitations of the greater of 7.5 million shares or five percent of the shares outstanding as of the end of the prior fiscal year. There is no expiration date for this program.
(2)
Includes 4,011 shares surrendered to the Company by an executive officer to satisfy tax withholding obligations on restricted stock issued under the Company's Long-Term Incentive Awards.
ITEM 6.
ITEM 6. Selected Financial Data. The information set forth on page 13-43 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.
ITEM 7.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The information set forth on pages 13-2 to 13-11 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.
ITEM 7A.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. The information set forth on page 13-9 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data. The information set forth on pages 13-12 to 13-40 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
ITEM 9A.
ITEM 9A. Controls and Procedures. The Company carried out an evaluation, under the supervision and with the
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participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2012. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of fiscal year 2012, the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting set forth on page 13-41 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference. The Report of Independent Registered Public Accounting Firm set forth on page 13-42 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.
There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2012 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. Other Information. None.
PART III
ITEM 10.
ITEM 10. Directors, Executive Officers and Corporate Governance. Information required with respect to the Directors of the Company is set forth under the caption “Item I - Election of Directors” in the definitive Proxy Statement for the Company’s 2012 Annual Meeting of Shareholders, to be held October 24, 2012 (the “2012 Proxy Statement”), and is incorporated herein by reference. Information with respect to the executive officers of the Company is included in Part I, Item 1C hereof under the caption “Executive Officers of the Registrant”.
The Company has adopted a Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct is posted on the Company’s investor relations internet website at www.phstock.com under the Corporate Governance page. Any amendment to, or waiver from, a provision of the Company’s Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer or Controller will also be posted at www.phstock.com under the Corporate Governance page.
The information set forth under the captions “The Audit Committee” and “Report of the Audit Committee” in the 2012 Proxy Statement is incorporated herein by reference.
ITEM 11.
ITEM 11. Executive Compensation. The information set forth under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Compensation Tables” in the 2012 Proxy Statement is incorporated herein by reference.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information set forth under the captions "Principal Shareholders" and "Equity Compensation Plan Information" in the 2012 Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence. The information set forth under the captions “Certain Relationships and Related Transactions,” “Review and Approval of Transactions with Related Persons” and “Director Independence” in the 2012 Proxy Statement is incorporated herein by reference.
ITEM 14.
ITEM 14. Principal Accountant Fees and Services. The information set forth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees” and “Audit Committee Pre-Approval Policies and Procedures” in the 2012 Proxy Statement is incorporated herein by reference.
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PART IV
ITEM 15.
ITEM 15. Exhibits and Financial Statement Schedules.
a.
The following are filed as part of this report:
1.
Financial Statements and Schedule
The financial statements and schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed or incorporated by reference as part of this Annual Report on Form 10-K.
2.
Exhibits
The exhibits listed in the accompanying Exhibit Index and required by Item 601 of Regulation S-K (numbered in accordance with Item 601 of Regulation S-K) are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PARKER-HANNIFIN CORPORATION
By:
/s/ Jon P. Marten
Jon P. Marten
Executive Vice President - Finance &
Administration and Chief Financial Officer
August 24, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature and Title
DONALD E. WASHKEWICZ, Chairman of the Board of Directors and Principal Executive Officer; CATHERINE A. SUEVER, Principal Accounting Officer; ROBERT G. BOHN, Director; LINDA S. HARTY, Director; WILLIAM E. KASSLING, Director; ROBERT J. KOHLHEPP, Director; KLAUS-PETER MÜLLER, Director; CANDY M. OBOURN, Director; JOSEPH M. SCAMINACE, Director; WOLFGANG R. SCHMITT, Director; ÅKE SVENSSON, Director; and JAMES L. WAINSCOTT, Director.
Date: August 24, 2012
/s/ Jon P. Marten
Jon P. Marten, Executive Vice President -
Finance & Administration and Chief Financial
Officer (Principal Financial Officer and
Attorney-in-Fact)
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PARKER-HANNIFIN CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Individual financial statements and related applicable schedules for the Registrant (separately) have been omitted because the Registrant is primarily an operating company and its subsidiaries are considered to be wholly-owned.
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PARKER-HANNIFIN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 2010, 2011 and 2012
(Dollars in Thousands)
(A)
For allowance for doubtful accounts, net balance is comprised of deductions due to 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 and net operating losses.
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Exhibit Index
- 21 -
- 22 -
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*
Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statement of Income for the years ended June 30, 2012, 2011 and 2010, (ii) Consolidated Balance Sheet at June 30, 2012 and 2011, (iii) Consolidated Statement of Cash Flows for the years ended June 30, 2012, 2011 and 2010, (iv) Consolidated Statement of Equity for the years ended June 30, 2012, 2011 and 2010, and (v) Notes to Consolidated Financial Statements.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Shareholders may request a copy of any of the exhibits to this Annual Report on Form 10-K by writing to the Secretary, Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141.
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