ph-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File number 1-4982

PARKER-HANNIFIN CORPORATION

(Exact name of registrant as specified in its charter)


Ohio			34-0451060
(State or other jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

6035 Parkland Boulevard,	Cleveland,	Ohio	44124-4141
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (216) 896-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Common Shares, $.50 par value

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Number of Common Shares outstanding at September 30, 2022: 128,405,731

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	September 30,
	2022		2021*
Net sales	$	4,232,775	$	3,762,809
Cost of sales	2,795,456		2,504,382
Selling, general and administrative expenses	835,804		626,749

Interest expense	117,794		59,350
Other (income) expense, net	(19,624)		583
Income before income taxes	503,345		571,745
Income taxes	115,308		120,282
Net income	388,037		451,463
Less: Noncontrolling interest in subsidiaries' earnings	183		306
Net income attributable to common shareholders	$	387,854	$	451,157

Earnings per share attributable to common shareholders:
Basic	$	3.02	$	3.50
Diluted	$	2.98	$	3.45

*Prior period amounts have been reclassified to reflect the income statement reclassification as described in Note 1.

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended
	September 30,
	2022		2021
Net income	$	388,037	$	451,463
Less: Noncontrolling interests in subsidiaries' earnings	183		306
Net income attributable to common shareholders	387,854		451,157

Other comprehensive (loss) income, net of tax
Foreign currency translation adjustment	(306,483)		(68,324)
Retirement benefits plan activity	4,771		29,022
Other comprehensive (loss)	(301,712)		(39,302)
Less: Other comprehensive (loss) for noncontrolling interests	(1,130)		(539)
Other comprehensive (loss) attributable to common shareholders	(300,582)		(38,763)
Total comprehensive income attributable to common shareholders	$	87,272	$	412,394

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

(Unaudited)



	September 30, 2022		June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	502,307	$	535,799
Marketable securities and other investments	19,504		27,862
Trade accounts receivable, net	2,649,166		2,341,504
Non-trade and notes receivable	374,177		543,757
Inventories	3,130,182		2,214,553
Prepaid expenses and other	492,491		6,383,169
Total current assets	7,167,827		12,046,644
Property, plant and equipment	6,488,563		5,897,955
Less: Accumulated depreciation	3,734,956		3,775,197
Property, plant and equipment, net	2,753,607		2,122,758
Deferred income taxes	125,604		110,585
Investments and other assets	1,135,728		788,057
Intangible assets, net	8,388,011		3,135,817
Goodwill	10,384,130		7,740,082
Total assets	$	29,954,907	$	25,943,943
LIABILITIES
Current liabilities:
Notes payable and long-term debt payable within one year	$	1,725,077	$	1,724,310
Accounts payable, trade	2,018,209		1,731,925
Accrued payrolls and other compensation	462,075		470,132
Accrued domestic and foreign taxes	230,899		250,292
Other accrued liabilities	1,062,448		1,682,659
Total current liabilities	5,498,708		5,859,318
Long-term debt	12,238,900		9,755,825
Pensions and other postretirement benefits	770,032		639,939
Deferred income taxes	1,778,074		307,044
Other liabilities	895,789		521,897
Total liabilities	21,181,503		17,084,023
EQUITY
Shareholders’ equity:
Serial preferred stock, $.50 par value; authorized 3,000,000 shares; none issued	—		—
Common stock, $.50 par value; authorized 600,000,000 shares; issued 181,046,128 shares at September 30 and June 30	90,523		90,523
Additional capital	360,443		327,307
Retained earnings	15,878,565		15,661,808
Accumulated other comprehensive (loss)	(1,843,780)		(1,543,198)
Treasury shares, at cost; 52,640,397 shares at September 30 and 52,594,956 shares at June 30	(5,723,230)		(5,688,429)
Total shareholders’ equity	8,762,521		8,848,011
Noncontrolling interests	10,883		11,909
Total equity	8,773,404		8,859,920
Total liabilities and equity	$	29,954,907	$	25,943,943

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Three Months Ended
	September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	388,037	$	451,463
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	66,967		65,751
Amortization	87,014		79,771

Share incentive plan compensation	65,018		57,666
Deferred income taxes	193,620		(40,027)
Foreign currency transaction loss (gain)	36,221		(9,470)
Gain on disposal of property, plant and equipment	(4,287)		(30)
Gain on sale of business	(372,930)		—
(Gain) loss on marketable securities	(1,361)		804
Gain on investments	(1,957)		(200)

Other	7,437		42,823
Changes in assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable, net	(1,228)		74,070
Inventories	(137,143)		(190,779)
Prepaid expenses and other	(186,579)		37,763
Other assets	(95,135)		(27,553)
Accounts payable, trade	107,579		(20,365)
Accrued payrolls and other compensation	(89,455)		(161,560)
Accrued domestic and foreign taxes	8,047		46,592
Other accrued liabilities	336,444		36,288
Pensions and other postretirement benefits	49,378		(15,651)
Other liabilities	1,671		(2,997)
Net cash provided by operating activities	457,358		424,359
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions (net of cash of $89,704 in 2022)	(7,146,110)		—
Capital expenditures	(83,555)		(48,203)
Proceeds from sale of property, plant and equipment	11,107		7,751
Proceeds from sale of businesses	441,340		—

Purchases of marketable securities and other investments	(7,687)		(7,456)
Maturities and sales of marketable securities and other investments	16,467		5,312
Payments of deal-contingent forward contracts	(1,405,418)		—
Other	246,438		649
Net cash used in investing activities	(7,927,418)		(41,947)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	559		1,089
Payments for common shares	(67,241)		(245,820)

Payments for notes payable, net	(112,430)		(4)
Proceeds from long-term borrowings	2,000,000		1
Payments for long-term borrowings	(301,389)		(592)
Financing fees paid	(8,754)		(42,703)
Dividends paid	(171,176)		(132,921)
Net cash provided by (used in) financing activities	1,339,569		(420,950)
Effect of exchange rate changes on cash	(15,078)		(997)
Net decrease in cash, cash equivalents and restricted cash	(6,145,569)		(39,535)
Cash, cash equivalents and restricted cash at beginning of year	6,647,876		733,117
Cash, cash equivalents and restricted cash at end of period	$	502,307	$	693,582

See accompanying notes to consolidated financial statements.

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PARKER-HANNIFIN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts or as otherwise noted)

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms "Company", "Parker", "we" or "us" refer to Parker-Hannifin Corporation and its subsidiaries.

1. Management representation

In the opinion of the management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of September 30, 2022, the results of operations for the three months ended September 30, 2022 and 2021 and cash flows for the three months then ended. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2022 Annual Report on Form 10-K.

The future impacts of the Russia-Ukraine war and the novel coronavirus ("COVID-19") pandemic and their residual effects, including economic uncertainty, inflationary environment and disruption within the global supply chain, labor markets and aerospace industry, on our business remain uncertain. Therefore, accounting estimates and assumptions may change over time in response to these impacts. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year.

Reclassification

Certain prior-year amounts in the Consolidated Statement of Income have been reclassified to conform to the current-year presentation. Effective July 1, 2022, we began classifying certain expenses, previously classified as cost of sales, as selling, general and administrative expenses ("SG&A") or within other (income) expense, net. During the integration of recently acquired businesses, the Company has seen diversity in practice of the classification of certain expenses, and the reclassification was made to better align the presentation of expenses on the Consolidated Statement of Income with management’s internal reporting. The expenses reclassified from cost of sales to SG&A relate to certain administrative activities conducted in production facilities and research and development. Foreign currency transaction expense was also reclassified from cost of sales to other (income) expense, net on the Consolidated Statement of Income. These reclassifications had no impact on net income, earnings per share, cash flows, segment reporting or the financial position of the Company.

The reclassifications resulted in a $210 million decrease to cost of sales, a $219 million increase to SG&A and a $9 million decrease to other (income) expense, net during the three months ended September 30, 2021.

Subsequent Events

The Company has evaluated subsequent events that occurred through the date these financial statements were issued. No subsequent events have occurred that required adjustment to or disclosure in these financial statements.

2. New accounting pronouncements

In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, "Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance", which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new guidance is effective for all entities for annual reporting periods beginning after December 15, 2021; however, early adoption is permitted. The guidance may be applied either prospectively to all in-scope transactions that are reflected in the financial statements at the date of initial application and to new transactions that are entered into after the date of initial application, or retrospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and does not expect it to be material.

- 6 -

In September 2022, the FASB issued ASU 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations", which requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs, including the outstanding amount under the program, the balance sheet presentation of the outstanding amount, and a rollforward of the obligations in the program. This ASU should be adopted retrospectively for each balance sheet period presented; however, the rollforward information should be provided prospectively. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and does not expect it to be material.

3. Revenue recognition

Revenue is derived primarily from the sale of products in a variety of mobile, industrial and aerospace markets. A majority of the Company’s revenues are recognized at a point in time. However, a portion of the Company’s revenues are recognized over time.

Diversified Industrial Segment revenues by technology platform:


	Three Months Ended
	September 30,
	2022		2021
Motion Systems	$	906,014	$	828,672
Flow and Process Control	1,204,464		1,085,423
Filtration and Engineered Materials	1,376,295		1,256,056
Total	$	3,486,773	$	3,170,151

Aerospace Systems Segment revenues by product platform:


	Three Months Ended
	September 30,
	2022		2021
Flight Control Actuation	$	182,841	$	177,353
Fuel, Inerting and Engine Motion Control	141,221		122,319
Hydraulics	77,190		73,341
Engine Components	151,259		141,608
Airframe and Engine Fluid Conveyance	52,954		54,033
Other	25,190		24,004
Meggitt Aerospace	115,347		—
Total	$	746,002	$	592,658

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


	Three Months Ended
	September 30,
	2022		2021
North America	$	2,834,920	$	2,384,974
Europe	753,932		761,970
Asia Pacific	588,398		568,134
Latin America	55,525		47,731
Total	$	4,232,775	$	3,762,809

The majority of revenues from the Aerospace Systems Segment are generated from sales to customers within North America.

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Contract balances

Contract assets and contract liabilities are reported on a contract-by-contract basis. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Payments from customers are received based on the terms established in the contract with the customer.

Total contract assets and contract liabilities are as follows:


	September 30, 2022		June 30, 2022
Contract assets, current (included within Prepaid expenses and other)	$	95,148	$	28,546
Contract assets, noncurrent (included within Investments and other assets)	27,089		794
Total contract assets	122,237		29,340
Contract liabilities, current (included within Other accrued liabilities)	(129,930)		(60,472)
Contract liabilities, noncurrent (included within Other liabilities)	(105,267)		(2,225)
Total contract liabilities	(235,197)		(62,697)
Net contract liabilities	$	(112,960)	$	(33,357)

Net contract liabilities at September 30, 2022 increased from the June 30, 2022 amount primarily due to acquiring Meggitt plc ("Meggitt") contract liabilities in excess of Meggitt contract assets. During the three months ended September 30, 2022, approximately $19 million of revenue was recognized that was included in the contract liabilities at June 30, 2022.

Remaining performance obligations

Our backlog represents written firm orders from a customer to deliver products and, in the case of blanket purchase orders, only includes the portion of the order for which a schedule or release has been agreed to with the customer. We believe our backlog represents our unsatisfied or partially unsatisfied performance obligations. Backlog at September 30, 2022 was $10.2 billion, of which approximately 82 percent is expected to be recognized as revenue within the next 12 months and the balance thereafter.

4. Acquisitions and divestitures

Acquisitions

On September 12, 2022, we completed the acquisition (the “Acquisition”) of all of the outstanding ordinary shares of Meggitt for 800 pence per share, resulting in an aggregate cash purchase price of $7.2 billion, including the assumption of debt.

Meggitt is a leader in design, manufacturing and aftermarket support of technologically differentiated systems and equipment in aerospace, defense and selected energy markets with annual sales of approximately $2.1 billion for the year ended December 31, 2021. For segment reporting purposes, approximately 82 percent of Meggitt's sales are included in the Aerospace Systems Segment, while the remaining 18 percent are included in the Diversified Industrial Segment.

Assets acquired and liabilities assumed are recognized at their respective fair values as of the Acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The following table presents the preliminary estimated fair values of Meggitt's assets acquired and liabilities assumed on the Acquisition date. These preliminary estimates are based on available information and will be revised during the measurement period, not to exceed 12 months from the Acquisition date, as third-party valuations are finalized, additional information becomes available and as additional analysis is performed. Such revisions may have a material impact on our results of operations and financial position within the measurement period.

- 8 -


	September 12, 2022
Assets:
Cash and cash equivalents	$	89,704
Accounts receivable	427,255
Inventories	833,602
Prepaid expenses and other	125,763
Plant and equipment	675,232
Deferred income taxes	5,720
Other assets	219,472
Intangible assets	5,418,795
Goodwill	2,830,845
Total assets acquired	$	10,626,388
Liabilities:
Notes payable and long-term debt payable within one year	$	306,266
Accounts payable, trade	219,780
Accrued payrolls and other compensation	89,226

Other accrued liabilities	367,605
Long-term debt	669,321
Pensions and other postretirement benefits	85,899
Deferred income taxes	1,274,726
Other liabilities	377,751

Total liabilities assumed	3,390,574
Net assets acquired	$	7,235,814

Goodwill is calculated as the excess of the purchase price over the net assets acquired and represents cost synergies and enhancements to our existing technologies. For tax purposes, Meggitt's goodwill is not deductible. Based upon a preliminary acquisition valuation, we acquired $3.2 billion of customer-related intangible assets, $1.7 billion of patents and technology and $490 million of trademarks, each with estimated useful lives of 20 years.

The fair value of the assets acquired includes $161 million and $76 million of operating lease right-of-use assets and finance lease right-of-use assets, respectively. The fair value of liabilities assumed includes $150 million and $87 million of operating lease liabilities and finance lease liabilities, respectively, of which, $17 million and $2 million of operating lease liabilities and finance lease liabilities, respectively, are current liabilities.

Long-term debt assumed includes $900 million aggregate principal amount of private placement notes with fixed interest rates ranging from 2.78 percent to 3.60 percent, and maturity dates ranging from July 2023 to July 2026. In October 2022, we paid off $300 million aggregate principal amount of private placement notes in two tranches, with fixed interest rates of 2.78 percent and 3.00 percent and maturity dates of November 2023 and November 2025, respectively, pursuant to an offer to noteholders according to change in control provisions. Upon acquiring Meggitt, we also assumed $113 million of liabilities associated with environmental matters.

Our consolidated financial statements for the three months ended September 30, 2022 include the results of operations of Meggitt from the date of acquisition through September 30, 2022. Net sales and segment operating loss attributable to Meggitt during this period was $143 million and $27 million, respectively. Segment operating loss attributable to Meggitt includes estimated amortization and depreciation expense associated with the preliminary fair value estimates of intangible assets, plant and equipment, and inventory, as well as acquisition integration charges. Refer to Note 10 for further discussion of acquisition integration charges.

Acquisition-related transaction costs totaled $109 million for the three months ended September 30, 2022. These costs are included in SG&A in the Consolidated Statement of Income.

- 9 -

Divestitures

During September 2022, we divested our aircraft wheel and brake business, which was part of the Aerospace Systems Segment, resulting in a pre-tax gain of $373 million. The gain is included in other (income) expense, net in the Consolidated Statement of Income. The operating results and net assets of the aircraft wheel and brake business were immaterial to the Company's consolidated results of operations and financial position. As of June 30, 2022, the aggregate carrying amount of aircraft wheel and brake assets held for sale was $66 million. These assets primarily included goodwill and inventory and were recorded within prepaid expenses and other assets in the Consolidated Balance Sheet. Goodwill was allocated to the aircraft wheel and brake business using the relative fair value method.

Restricted Cash

At June 30, 2022, prepaid expenses and other in the Consolidated Balance Sheet included a $6.1 billion balance in an escrow account restricted to payments for the Acquisition. These funds were used to finance a portion of the Acquisition, and there was no restricted cash at September 30, 2022.

5. Earnings per share

The following table presents a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three months ended September 30, 2022 and 2021.


	Three Months Ended
	September 30,
	2022		2021
Numerator:
Net income attributable to common shareholders	$	387,854	$	451,157
Denominator:
Basic - weighted average common shares	128,425,002		128,726,721
Increase in weighted average common shares from dilutive effect of equity-based awards	1,517,406		2,101,250
Diluted - weighted average common shares, assuming exercise of equity-based awards	129,942,408		130,827,971

Basic earnings per share	$	3.02	$	3.50
Diluted earnings per share	$	2.98	$	3.45

For the three months ended September 30, 2022 and 2021, 887,307 and 165,732 common shares subject to equity-based awards, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

6. Share repurchase program

The Company has a program to repurchase its common shares. On October 22, 2014, the Board of Directors of the Company approved an increase in the overall number of shares authorized for repurchase under the program so that, beginning on such date, the aggregate number of shares authorized for repurchase was 35 million. There is no limitation on the number of shares that can be repurchased in a fiscal year. There is no expiration date for this program. Repurchases may be funded primarily from operating cash flows and commercial paper borrowings and the shares are initially held as treasury shares. During the three months ended September 30, 2022, we repurchased 185,766 shares at an average price, including commissions, of $269.16 per share.

7. Trade accounts receivable, net

Trade accounts receivable are initially recorded at their net collectible amount and are generally recorded at the time the revenue from the sales transaction is recorded. We evaluate the collectibility of our receivables based on historical experience and current and forecasted economic conditions based on management's judgment. Additionally, receivables are written off to bad debt when management makes a final determination of uncollectibility. Allowance for credit losses was $26 million and $10 million at September 30, 2022 and June 30, 2022, respectively. The increase in the allowance for credit losses from the June 30, 2022 amount is due to the Acquisition.

- 10 -

8. Non-trade and notes receivable

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


	September 30, 2022		June 30, 2022
Notes receivable	$	104,573	$	103,558
Cash collateral receivable(a)	—		250,000

Accounts receivable, other	269,604		190,199
Total	$	374,177	$	543,757

(a) The cash collateral receivable at June 30, 2022 related to the deal-contingent forward contracts settled in the first three months of fiscal 2023.

9. Inventories

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


	September 30, 2022		June 30, 2022
Finished products	$	919,691	$	811,702
Work in process	1,581,545		1,128,501
Raw materials	628,946		274,350
Total	$	3,130,182	$	2,214,553

10. Business realignment and acquisition integration charges

We incurred business realignment and acquisition integration charges in the first three months of fiscal 2023 and 2022. In both the first three months of fiscal 2023 and 2022, business realignment charges included severance costs related to actions taken under the Company's simplification initiative aimed at reducing organizational and process complexity, as well as plant closures. In fiscal 2023, a majority of the business realignment charges were incurred in Europe. In fiscal 2022, a majority of the business realignment charges were incurred in North America and Europe. We believe the realignment actions will positively impact future results of operations, but will not have a material effect on liquidity and sources and uses of capital.

Business realignment charges by business segment are as follows:


	Three Months Ended
	September 30,
	2022		2021
Diversified Industrial	$	2,012	$	3,017
Aerospace Systems	1,849		(3)

Workforce reductions in connection with such business realignment charges by business segment are as follows:


	Three Months Ended
	September 30,
	2022	2021
Diversified Industrial	51	35
Aerospace Systems	12	—

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


	Three Months Ended
	September 30,
	2022		2021*
Cost of sales	$	2,499	$	187
Selling, general and administrative expenses	1,362		2,827

*Prior period amounts have been reclassified to reflect the income statement reclassification as described in Note 1.

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During the first three months of fiscal 2023, approximately $4 million in payments were made relating to business realignment charges. Remaining payments related to business realignment actions of approximately $7 million, a majority of which are expected to be paid by March 31, 2023, are primarily reflected within the other accrued liabilities caption in the Consolidated Balance Sheet. Additional charges may be recognized in future periods related to the business realignment actions described above, the timing and amount of which are not known at this time.

We also incurred the following acquisition integration charges:


	Three Months Ended
	September 30,
	2022		2021
Diversified Industrial	$	186	$	1,202
Aerospace Systems	11,805		—

Charges incurred in fiscal 2023 and 2022 relate to the acquisitions of Meggitt and LORD Corporation, respectively. In both fiscal 2023 and 2022, these charges were primarily included in SG&A within the Consolidated Statement of Income.

11. Equity

Changes in equity for the three months ended September 30, 2022 and 2021 are as follows:


	Common Stock		Additional Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)		Treasury Shares		Noncontrolling Interests		Total Equity
Balance at June 30, 2022	$	90,523	$	327,307	$	15,661,808	$	(1,543,198)	$	(5,688,429)	$	11,909	$	8,859,920
Net income					387,854						183		388,037

Other comprehensive income (loss)							(300,582)				(1,130)		(301,712)
Dividends paid ($1.33 per share)					(171,097)						(79)		(171,176)
Stock incentive plan activity			33,136						15,199				48,335

Shares purchased at cost									(50,000)				(50,000)
Balance at September 30, 2022	$	90,523	$	360,443	$	15,878,565	$	(1,843,780)	$	(5,723,230)	$	10,883	$	8,773,404


	Common Stock		Additional Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)		Treasury Shares		Noncontrolling Interests		Total Equity
Balance at June 30, 2021	$	90,523	$	329,619	$	14,915,497	$	(1,566,727)	$	(5,370,605)	$	15,363	$	8,413,670
Net income					451,157						306		451,463
Other comprehensive (loss)							(38,763)				(539)		(39,302)
Dividends paid ($1.03 per share)					(132,855)						(66)		(132,921)
Stock incentive plan activity			29,058						14,211				43,269

Shares purchased at cost									(230,334)				(230,334)
Balance at September 30, 2021	$	90,523	$	358,677	$	15,233,799	$	(1,605,490)	$	(5,586,728)	$	15,064	$	8,505,845

- 12 -

Changes in accumulated other comprehensive (loss) in shareholders' equity by component for the three months ended September 30, 2022 and 2021 are as follows:


	Foreign Currency Translation Adjustment		Retirement Benefit Plans		Total
Balance at June 30, 2022	$	(1,149,071)	$	(394,127)	$	(1,543,198)
Other comprehensive (loss) before reclassifications	(305,353)		—		(305,353)
Amounts reclassified from accumulated other comprehensive (loss)	—		4,771		4,771
Balance at September 30, 2022	$	(1,454,424)	$	(389,356)	$	(1,843,780)


	Foreign Currency Translation Adjustment		Retirement Benefit Plans		Total
Balance at June 30, 2021	$	(865,865)	$	(700,862)	$	(1,566,727)

Other comprehensive (loss) before reclassifications	(67,785)		—		(67,785)
Amounts reclassified from accumulated other comprehensive (loss)	—		29,022		29,022
Balance at September 30, 2021	$	(933,650)	$	(671,840)	$	(1,605,490)

Significant reclassifications out of accumulated other comprehensive (loss) in shareholders' equity for the three months ended September 30, 2022 and 2021 are as follows:

Details about Accumulated Other Comprehensive (Loss) Components

Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)

Consolidated Statement of Income Classification

Three Months Ended

September 30, 2022

Retirement benefit plans

Amortization of prior service cost and initial net obligation

(210)

Other (income) expense, net

Recognized actuarial loss

(6,110)

Other (income) expense, net

Total before tax

(6,320)

Tax benefit

1,549

Net of tax

(4,771)

Details about Accumulated Other Comprehensive (Loss) Components

Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)

Consolidated Statement of Income Classification

Three Months Ended

September 30, 2021

Retirement benefit plans

Amortization of prior service cost and initial net obligation

(936)

Other (income) expense, net

Recognized actuarial loss

(37,503)

Other (income) expense, net

Total before tax

(38,439)

Tax benefit

9,417

Net of tax

(29,022)

- 13 -

12. Goodwill and intangible assets

The changes in the carrying amount of goodwill for the three months ended September 30, 2022 are as follows:


	Diversified Industrial Segment		Aerospace Systems Segment		Total
Balance at June 30, 2022	$	7,185,981	$	554,101	$	7,740,082
Acquisition	53,934		2,776,911		2,830,845


Foreign currency translation	(166,413)		(20,384)		(186,797)
Balance at September 30, 2022	$	7,073,502	$	3,310,628	$	10,384,130

Acquisition represents goodwill resulting from the preliminary purchase price allocation for the Acquisition during the measurement period. Refer to Note 4 for further discussion.

Intangible assets are amortized using the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible assets:


	September 30, 2022				June 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Patents and technology	$	2,699,116	$	274,128	$	990,775	$	259,587
Trademarks	1,203,677		340,902		727,820		339,244
Customer lists and other	6,842,011		1,741,763		3,735,042		1,718,989
Total	$	10,744,804	$	2,356,793	$	5,453,637	$	2,317,820

Total intangible amortization expense for the three months ended September 30, 2022 and 2021 was $87 million and $80 million, respectively. The estimated amortization expense for the five years ending June 30, 2023 through 2027 is $520 million, $559 million, $551 million, $546 million and $540 million, respectively.

Intangible assets are evaluated for impairment whenever events or circumstances indicate that the undiscounted net cash flows to be generated by their use over their expected useful lives and eventual disposition may be less than their net carrying value. No material intangible asset impairments occurred during the three months ended September 30, 2022 and 2021.

13. Retirement benefits

Net pension benefit expense recognized included the following components:


	Three Months Ended
	September 30,
	2022		2021
Service cost	$	14,253	$	20,662
Interest cost	46,351		27,429

Expected return on plan assets	(66,345)		(67,328)
Amortization of prior service cost	210		934
Amortization of net actuarial loss	6,443		37,531
Amortization of initial net obligation	—		2
Net pension benefit expense	$	912	$	19,230

We recognized $0.2 million and $0.3 million in expense related to other postretirement benefits during the three months ended September 30, 2022 and 2021, respectively. Components of retirement benefits expense, other than service cost, are included in other (income) expense, net in the Consolidated Statement of Income.

- 14 -

14. Debt

In connection with the Acquisition, the Company entered into a bridge credit agreement on August 2, 2021 (the "Bridge Credit Agreement"). Under the Bridge Credit Agreement, the lenders committed to provide senior, unsecured financing in the aggregate principal amount of £6.5 billion at August 2, 2021. In July 2022, after consideration of the escrow balance and funds available under the delayed-draw term loan facility (the “Term Loan Facility”), we reduced the aggregate committed principal amount of the Bridge Credit Agreement to zero, and the Bridge Credit Agreement was terminated.

In September 2022, the Company fully drew against the $2.0 billion delayed-draw Term Loan Facility, which will mature in its entirety in September 2025. We used the proceeds of the Term Loan Facility to finance a portion of the Acquisition. At September 30, 2022, the Term Loan Facility had an interest rate of LIBOR plus 112.5 bps. Interest payments are made at the interest reset dates, which are either one, three or six months at the discretion of the Company. Additionally, the provisions of the Term Loan Facility allow for prepayments at the Company's discretion.

Additionally, in September 2022, $300 million aggregate principal amount of medium-term notes matured, and we assumed debt associated with the Acquisition. Refer to Note 4 for further discussion of assumed debt.

Commercial paper notes outstanding at September 30, 2022 and June 30, 2022 were $1.3 billion and $1.4 billion, respectively.

Based on the Company’s rating level at September 30, 2022, the most restrictive financial covenant provides that the ratio of debt to debt-shareholders' equity cannot exceed 0.65 to 1.0. At September 30, 2022, our debt to debt-shareholders' equity ratio was 0.62 to 1.0. We are in compliance, and expect to remain in compliance, with all covenants set forth in the credit agreement and indentures.

15. Income taxes

On August 16, 2022, the U.S. federal government enacted the Inflation Reduction Act of 2022. The bill includes numerous tax provisions, including a 15 percent corporate minimum tax as well as a one percent excise tax on share repurchases. The income tax provisions are effective for fiscal years beginning after December 31, 2022. The one percent excise tax on share repurchases is effective as of January 1, 2023. Based on our current analysis of the provisions, the legislation will not have a material impact on our consolidated financial statements.

We file income tax returns in the United States and in various foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. We are open to assessment on our U.S. federal income tax returns by the Internal Revenue Service for fiscal years after 2013, and our state and local returns for fiscal years after 2016. We are also open to assessment for significant foreign jurisdictions for fiscal years after 2011. Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements.

As of September 30, 2022, we had gross unrecognized tax benefits of $108 million, all of which, if recognized, would impact the effective tax rate. The accrued interest and accrued penalties related to the gross unrecognized tax benefits, excluded from the amount above, is $20 million and $7 million, respectively. It is reasonably possible that within the next 12 months the amount of gross unrecognized tax benefits could be reduced by up to approximately $30 million as a result of the revaluation of existing uncertain tax positions arising from developments in the examination process or the closure of tax statutes. Any increase in the amount of gross unrecognized tax benefits within the next 12 months is expected to be insignificant.

16. Financial instruments

Our financial instruments consist primarily of cash and cash equivalents, marketable securities and other investments, accounts receivable and long-term investments, as well as obligations under accounts payable, trade, notes payable and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, accounts receivable, accounts payable, trade and notes payable approximate fair value.

Marketable securities and other investments include deposits and equity investments. Deposits are recorded at cost, and equity investments are recorded at fair value. Changes in fair value related to equity investments are recorded in net income. Unrealized gains and losses related to equity investments were not material as of September 30, 2022 and 2021.

The carrying value of long-term debt, which excludes the impact of net unamortized debt issuance costs, and estimated fair value of long-term debt are as follows:


	September 30, 2022		June 30, 2022
Carrying value of long-term debt	$	12,731,197	$	10,145,077
Estimated fair value of long-term debt	11,883,066		9,709,407

- 15 -

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

We utilize derivative and non-derivative financial instruments, including forward exchange contracts, costless collar contracts, cross-currency swap contracts and certain foreign currency denominated debt designated as net investment hedges, to manage foreign currency transaction and translation risk. Additionally, we acquired forward exchange contracts and cross-currency swaps contracts in connection with the Acquisition. The derivative financial instrument contracts are with major investment grade financial institutions, and we do not anticipate any material non-performance by any of the counterparties. We do not hold or issue derivative financial instruments for trading purposes.

The Company’s €700 million aggregate principal amount of Senior Notes due 2025 have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries. The translation of the Senior Notes due 2025 into U.S. dollars is recorded in accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or substantially liquidated.

In connection with closing the Acquisition, the Company settled its deal-contingent forward contracts, which had an aggregate notional amount of £6.4 billion, during September 2022. In July 2022, the Company received, and subsequently deposited into the escrow account, the $250 million cash collateral previously posted in accordance with the credit support annex attached to the deal-contingent forward contracts. The cash flows associated with this activity are reflected within cash flows from investing activities on the Consolidated Statement of Cash Flows.

Derivative financial instruments are recognized on the Consolidated Balance Sheet as either assets or liabilities and are measured at fair value.

The location and fair value of derivative financial instruments reported in the Consolidated Balance Sheet are as follows:


	Balance Sheet Caption	September 30, 2022		June 30, 2022
Net investment hedges

Cross-currency swap contracts	Investments and other assets	$	58,602	$	21,444

Other derivative contracts
Forward exchange contracts	Non-trade and notes receivable	30,302		20,976
Forward exchange contracts	Investments and other assets	166		—
Forward exchange contracts	Other accrued liabilities	57,668		5,651
Forward exchange contracts	Other liabilities	10,445		—
Deal-contingent forward contracts	Other accrued liabilities	—		1,015,426

Costless collar contracts	Non-trade and notes receivable	8,648		351
Costless collar contracts	Other accrued liabilities	3,169		1,578
Cross-currency swap contracts	Non-trade and notes receivable	35,127		—

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

The €69 million, €290 million and ¥2,149 million of cross-currency swap contracts have been designated as hedging instruments. The forward exchange, deal-contingent forward and costless collar contracts, as well as cross-currency swap contracts acquired as part of the Acquisition, have not been designated as hedging instruments and are considered to be economic hedges of forecasted transactions.

The forward exchange, costless collar contracts, and deal-contingent forward contracts, as well as cross-currency swaps acquired as part of the Acquisition, are adjusted to fair value by recording gains and losses through the other (income) expense, net caption in the Consolidated Statement of Income.

Derivatives designated as hedges are adjusted to fair value by recording gains and losses through accumulated other comprehensive (loss) on the Consolidated Balance Sheet until the hedged item is recognized in earnings. We assess the effectiveness of the €69 million, €290 million and ¥2,149 million of cross-currency swaps designated as hedging instruments using the spot method. Under this method, the periodic interest settlements are recognized directly in earnings through interest expense.

- 16 -

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


	Three Months Ended
	September 30,
	2022		2021
Deal-contingent forward contracts	$	(389,992)	$	—
Forward exchange contracts	(1,364)		4,343
Costless collar contracts	5,389		(2,321)
Cross-currency swap contracts	4,659		—

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


	Three Months Ended
	September 30,
	2022		2021
Cross-currency swap contracts	$	26,819	$	12,371

Foreign currency denominated debt	36,139		14,864

During the three months ended September 30, 2022 and 2021, the periodic interest settlements related to the cross-currency swaps were not material.

A summary of financial assets and liabilities that were measured at fair value on a recurring basis at September 30, 2022 and June 30, 2022 are as follows:


			Quoted Prices		Significant Other		Significant
	Fair		In Active		Observable		Unobservable
	Value at		Markets		Inputs		Inputs
	September 30, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	432	$	432	$	—	$	—



Derivatives	132,845		—		132,845		—

Liabilities:
Derivatives	71,282		—		71,282		—


			Quoted Prices		Significant Other		Significant
	Fair		In Active		Observable		Unobservable
	Value at		Markets		Inputs		Inputs
	June 30, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	13,038	$	13,038	$	—	$	—



Derivatives	42,771		—		42,771		—

Liabilities:
Derivatives	1,022,655		—		1,022,655		—

The fair values of the equity securities are determined using the closing market price reported in the active market in which the fund is traded.

Derivatives consist of forward exchange, deal-contingent forward, costless collar and cross-currency swap contracts, the fair values of which are calculated using market observable inputs including both spot and forward prices for the same underlying currencies. The calculation of the fair value of the cross-currency swap contracts also utilizes a present value cash flow model that has been adjusted to reflect the credit risk of either the Company or the counterparty.

The primary investment objective for all investments is the preservation of principal and liquidity while earning income.

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

- 17 -

17. Business segment information

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

Diversified Industrial - This segment produces a broad range of motion-control and fluid systems and components used in all kinds of manufacturing, packaging, processing, transportation, mobile construction, refrigeration and air conditioning, agricultural, and military machinery and equipment and has significant international operations. Sales are made directly to major original equipment manufacturers ("OEMs") and through a broad distribution network to smaller OEMs and the aftermarket.

Aerospace Systems - This segment designs and manufactures products and provides aftermarket support for commercial and regional transport, business jet, military, helicopter and missile markets. The Aerospace Systems Segment provides a full range of systems and components for hydraulic, pneumatic, fuel, oil, actuation, sensing, braking, thermal management, and electric power applications.


	Three Months Ended
	September 30,
	2022		2021
Net sales
Diversified Industrial:
North America	$	2,131,760	$	1,793,715
International	1,355,013		1,376,436
Aerospace Systems	746,002		592,658
Total net sales	$	4,232,775	$	3,762,809
Segment operating income
Diversified Industrial:
North America	$	452,986	$	333,702
International	293,940		291,176
Aerospace Systems	92,151		118,251
Total segment operating income	839,077		743,129
Corporate general and administrative expenses	51,660		49,072
Income before interest expense and other expense	787,417		694,057