Exhibit (13) * to Report
On Form 10-K for Fiscal
Year Ended June 30, 2001
By Parker-Hannifin Corporation

 

 

Excerpts from Annual Report to Shareholders for the fiscal year ended June 30, 2001.

 

 

*Numbered in accordance with Item 601 of Regulation S-K.

Forward-Looking Statements

This Annual Report and other written reports and oral statements made from time to time by the Company may contain "forward-looking statements", all of which are subject to risks and uncertainties. All statements which address operating performance, events or developments that the Company expects or anticipates to occur in the future, including statements relating to growth, operating margin performance, earnings per share or statements expressing general opinions about future operating results or the markets in which the Company does business, are forward-looking statements.

These forward-looking statements rely on a number of assumptions concerning future events, and are subject to a number of uncertainties and other factors, many of which are outside the Company's control, that could cause actual results to differ materially from such statements. Such factors include:

 
  • continuity of business relationships with and purchases by major customers, including, delays or cancellations in shipments,
     
  • ability of suppliers to provide materials as needed,
     
  • uncertainties surrounding timing, successful completion or integration of acquisitions,
     
  • competitive market conditions and resulting effects on sales and pricing,
     
  • increases in material and other production costs which cannot be recovered in product pricing,
     
  • difficulties in introducing new products and entering new markets, and
     
  • uncertainties surrounding the global economy and global market conditions, interest rate levels and the potential devaluation of currencies.

    Any forward-looking statements are made based on known events and circumstances at the time. The Company undertakes no obligation to update or publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Report.

    Page 13-1

    Discussion of Statement of Income

    The Consolidated Statement of Income summarizes the Company's operating performance over the last three fiscal years. All year references are to fiscal years.

    Net Sales of $5.98 billion for 2001 were 11.0 percent higher than the $5.39 billion for 2000. Acquisitions completed in 2001 accounted for all of the increase. Without acquisitions, the North American Industrial operations experienced lower demand within most of their markets, particularly in heavy-duty trucks, factory automation and machine tools. The Aerospace operations experienced an increase in demand for regional jets as well as an increase in commercial aircraft build rates. The Industrial International operations experienced higher volume across all businesses in Europe, Latin America and the Asia Pacific region. Currency rate changes reduced volume increases within the Industrial International operations by $144.0 million.

    Net Sales of $5.39 billion for 2000 were 8.0 percent higher than the $4.99 billion for 1999. Acquisitions completed in 2000 accounted for approximately two-fifths of this increase. The North American Industrial operations experienced higher demand within most of their markets, particularly in semiconductor manufacturing and telecommunications. The Aerospace operations experienced a slowdown in commercial aircraft build rates which was mitigated by an increase in demand for regional jets. The Industrial International operations were adversely affected by a struggling economy in Europe and Latin America in the first half of the year while higher volume was achieved in the Asia Pacific region. Currency rate changes reduced volume increases within the International operations by $104.9 million.

    The Company expects the North American Industrial operations to experience low sales volume through the first half of fiscal 2002 with some improvement anticipated in the second half of fiscal 2002. The European and Latin American markets are anticipated to continue to grow while the Company expects to carry on its efforts to expand its presence in the Asia Pacific region. The Aerospace operations expect the regional jet market and commercial aviation OEM business to continue to grow but the rate of growth may moderate. The defense business is projected to remain relatively constant.

    Gross profit margin was 20.9 percent in 2001 compared to 22.3 percent in 2000 and 21.8 percent in 1999. The lower margins in 2001 reflect lower volume experienced in the North American Industrial operations, offset by strength experienced in the Aerospace operations, as well as the effect of business realignment charges (see pages 13-8 to 13-10 for further discussion).

    The increased margins in 2000 reflected higher volume experienced in the North American Industrial operations, offset by weakness experienced in the International Industrial operations as well as the effect of business realignment charges.

    Page 13-2

    Selling, general and administrative expenses as a percent of sales increased to 11.4 percent, from 10.7 percent in 2000, and 11.0 percent in 1999. The increase in 2001 is the result of higher goodwill amortization as well as business realignment charges recorded in 2001 (see Note 3 on pages 13-22 and 13-23 for further discussion).

    Interest expense increased by $31.2 million in 2001 after a decrease of $4.5 million in 2000. The increase in 2001 was due to increased borrowings to complete acquisitions. The decrease in 2000 was due to a lower average level of debt outstanding throughout the year as compared to 1999.

    Interest and other (income), net was $4.8 million in 2001 compared to $4.1 million in 2000 and $5.1 million in 1999. Fiscal 2001 includes a $3.7 million gain on the sale of marketable equity securities and $3.0 million of business realignment charges. Fiscal 1999 included $1.7 million in interest income related to an IRS refund.

    (Gain) loss on disposal of assets was a $47.7 million gain in 2001, a $5.6 million loss in 2000 and a $2.4 million loss in 1999. The gain in 2001 includes a gain on the sale of real property offset by certain asset impairments (see Note 3 on pages 13-22 and 13-23 for further discussion). The loss in 2000 includes $8.4 million of business realignment charges offset by $6.4 million of income realized on the sale of real property.

    Income taxes increased to an effective rate of 35.5 percent in 2001, compared to 34.5 percent in 2000 and 35.0 percent in 1999. The increase in the rate from 2000 to 2001 was primarily the result of the nondeductibility of goodwill acquired in recent acquisitions. The decrease in the rate from 1999 to 2000 was primarily the result of the utilization of foreign operating loss carryforwards and lower foreign taxes.

    Extraordinary item – extinguishment of debt – In February 2001 the Company called for redemption all of its outstanding $100 million, 9.75 percent debentures due 2002-2021.

    Net income of $340.8 million for 2001 was 7.5 percent lower than 2000. Net income of $368.2 million for 2000 was 18.6 percent higher than 1999. Net income as a percentage of sales was 5.7 percent in 2001, compared to 6.8 percent in 2000 and 6.2 percent in 1999.

    Recently issued accounting pronouncements – In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations be accounted for by the purchase method and SFAS No. 142 provides that goodwill should not be amortized but instead be tested for impairment annually. The Company adopted SFAS No. 141 and SFAS No. 142 as of July 1, 2001. The effect of the adoption of the new Standards is estimated to result in an increase in Net income in 2002 of approximately $51 million or $.44 per share.

    Page 13-3

    Discussion of Balance Sheet

    The Consolidated Balance Sheet shows the Company's financial position at year end, compared with the previous year end. This statement provides information to assist in assessing factors such as the Company's liquidity and financial resources. All year references are to fiscal years.

    The effect of currency rate changes during the year caused a $89.7 million decrease in Shareholders' equity. These rate changes also caused significant decreases in accounts receivable, inventories, goodwill, plant and equipment, accounts payable and various accrual accounts.

        Working capital and the current ratio were as follows:

     

    Working Capital (millions)

    2001

    2000


     

      Current Assets

    $ 2,196

    $ 2,153

     

      Current Liabilities

    1,413

    1,186

     

      Working Capital

    783

    967

     

      Current Ratio

    1.6

    1.8


    Accounts receivable are primarily receivables due from customers for sales of product ($810.7 million at June 30, 2001, compared to $777.1 million at June 30, 2000). The current year increase in accounts receivable is primarily due to acquisitions, partially offset by a decrease in volume experienced during the second half of 2001 in the Industrial operations. Days sales outstanding for the Company increased to 49 days in 2001 from 45 days in 2000. The increase in the allowance for doubtful accounts in 2001 is primarily due to receivables obtained through acquisitions.
         
    Inventories increased to $1,008.9 million at June 30, 2001, compared to $974.2 million a year ago. The increase was primarily due to acquisitions. Months supply of inventory on hand increased slightly from 2000.
         
    Net assets held for sale in 2001 represents the estimated net cash proceeds and estimated net earnings during the holding period of the metal forming business, which was acquired as part of the Commercial Intertech transaction and the specialty chemical and warranty businesses, which were acquired as part of the Wynn's transaction. In 2000, net assets held for sale also included the building systems business, which was acquired as part of the Commercial Intertech transaction. The net assets of this business are now included in their respective separate line items of the balance sheet. At June 30, 2001 the Company was in the process of completing the divestiture of the metal forming business.
         
    Plant and equipment, net of accumulated depreciation, increased $207.8 million in 2001 as a result of acquisitions and capital expenditures which exceeded annual depreciation.
         
    Investments and other assets increased $56.7 million in 2001 primarily as a result of increases in qualified benefit plan assets.
         
    Excess cost of investments over net assets acquired increased $382.9 million in 2001 as a result of acquisitions, partially offset by current year amortization. Effective July 1, 2001 the Company adopted SFAS No. 142 and therefore further amortization of goodwill has been discontinued.

    Page 13-4

    Notes payable and long-term debt payable within one year increased $211.2 million primarily due to an increase in commercial paper borrowings which were used to fund acquisitions and the redemption of $100 million, 9.75 percent debentures due 2002-2021.

    Accounts payable, trade decreased $4.9 million in 2001 primarily due to lower balances in the North American Industrial operations due to lower production levels, partially offset by acquisitions.

    Accrued domestic and foreign taxes decreased to $61.9 million in 2001 from $84.2 million in 2000 primarily due to the utilization of net operating loss carryforwards and tax credits from acquisitions, as well as lower taxable income in 2001.

    Other accrued liabilities increased $39.1 million in 2001 primarily due to acquisitions, as well as an increase in accruals for business realignment charges.

    Long-term debt increased $155.3 million in 2001 compared to 2000. See the Cash Flows From Financing Activities section on page 13-7 for further discussion.

    The Company's goal is to maintain no less than an "A" rating on senior debt to ensure availability and reasonable cost of external funds. To meet this objective, the Company has established a financial goal of maintaining a ratio of debt to debt-equity of 34 to 37 percent.

     

    Debt to Debt-Equity Ratio (millions)

    2001

     

    2000

     

     

      Debt

    $ 1,404

     

    $ 1,037

     
     

      Debt & Equity

    3,932

     

    3,347

     
     

      Ratio

    35.7%

    31.0%

     

    Excluding the effect of the ESOP loan guarantee on both Long-term debt and Shareholders' equity, the debt to debt-equity ratio at June 30, 2001 was 33.5 percent.
         
    In fiscal 2002 additional borrowings are not anticipated for the stock repurchase program, capital investments, or for working capital purposes.
         
    Pensions and other postretirement benefits increased 6.3 percent in 2001. These costs are explained further in Note 9 to the Consolidated Financial Statements.
         
    Other liabilities increased to $88.3 million in 2001 from $71.1 million in 2000 primarily due to increases in deferred compensation plans.
         
    Common stock in treasury decreased to $3.9 million in 2001 from $8.4 million in 2000.
       
    Quantitative and Qualitative Disclosures About Market Risk – The Company enters into forward exchange contracts, costless collar contracts and cross-currency swap agreements to reduce its exposure to fluctuations in related foreign currencies. The total value of open contracts and any risk to the Company as a result of these arrangements as well as the market risk of changes in near term interest rates is not material to the Company's financial position, liquidity or results of operations. See the Significant Accounting Policies footnote on pages 13-21 for further discussion.

    Page 13-5

    Discussion of Cash Flows

    The Consolidated Statement of Cash Flows reflects cash inflows and outflows from the Company's operating, investing and financing activities. All year references are to fiscal years.

    Cash and cash equivalents decreased $44.9 million in 2001 after increasing $35.2 million in 2000.

    Cash Flows From Operating Activities – The Company's largest source of cash continues to be net cash provided by operating activities. Net cash provided by operating activities in 2001 was $532.2 million compared to $538.0 million in 2000. This decrease was principally due to Accounts payable using cash of $43.7 million in 2001 compared to providing cash of $21.8 million in 2000. Accrued domestic and foreign taxes used cash of $6.1 million in 2001 after providing cash of $30.1 million in 2000. Net income in 2001 decreased $27.4 million compared to 2000, and accrued payrolls and other compensation used cash of $13.6 million in 2001 compared to providing cash of $8.0 million in 2000. In addition, cash provided by operating activities excluded a (Gain) on sale of plant and equipment of $55.9 million in 2001 compared to $5.3 million in 2000. These uses of cash in 2001 were partially offset by non-cash expenses of Depreciation and Amortization, which increased $58.1 million in 2001 compared to 2000. Deferred income taxes increased $32.5 million in 2001 as opposed to decreasing $11.9 million in 2000. Net assets held for sale provided cash of $43.1 million in 2001 after having no impact in 2000, and Accounts receivable used cash of $6.7 million in 2001 after using cash of $42.4 million in 2000.

    Net cash provided by operating activities in 2000 was a record $538.0 million compared to $459.1 million in 1999. Net income in 2000 increased $57.7 million over 1999. Accounts payable provided cash of $21.8 million in 2000 compared to using cash of $33.1 million in 1999 and Accrued payrolls and other compensation provided cash of $8.0 million in 2000 after using cash of $21.9 million in 1999. These providers of cash in 2000 were partially offset by Deferred income taxes, which decreased $11.9 million in 2000 as opposed to increasing $5.7 million in 1999. Other liabilities provided cash of $5.6 million in 2000 after providing cash of $20.7 million in 1999. Inventories provided cash of $17.2 million in 2000 compared to providing cash of $30.6 million in 1999 and Accounts receivable used cash of $42.4 million in 2000 after using cash of $31.4 million in 1999.

    Cash Flows From Investing Activities – Net cash used in investing activities was $240.1 million higher in 2001 than 2000, due to an increase in the amount spent on Acquisitions of $232.2 million and an increase in the amount spent on Capital expenditures of $104.3 million in 2001, partially offset by an increase of $58.0 million in proceeds received from the sale of plant and equipment in 2001.
       
    Net cash used in investing activities was $266.7 million higher in 2000 than 1999, primarily due to Acquisitions using $261.1 million more cash in 2000, partially offset by an increase of $25.7 million in proceeds received from the sale of plant and equipment in 2000. Included in Other is an increase in cash used for equity investments in 2000.
       
    To complete Acquisitions the Company utilized cash of $583.3 million in 2001; $351.0 million of cash and the issuance of common stock valued at $184.3 million in 2000; and cash of $89.9 million in 1999. The net assets of the acquired companies at their respective acquisition dates consisted of the following:

    Page 13-6

    (in thousands)

    2001 2000 1999

    Assets acquired:

         

         Accounts receivable

    $ 87,514   $ 72,651   $ 16,529

         Inventories

    67,904 90,319 16,173

         Prepaid expenses

    11,730 2,329 2,509

         Assets held for sale

    84,640 164,000  

         Deferred income taxes

    10,029 27,814  

         Plant & equipment

    141,411 119,889 17,686

         Other assets

    12,072 246,915 3,783

         Excess cost of
              investments over net
              assets acquired

    383,878 158,230 84,589

      799,178 882,147 141,269

    Liabilities and equity assumed:

         
         Notes payable 20,926

    2,433

    10,433

         Accounts payable 36,545

    41,315

    10,105

         Accrued payrolls 20,587

    18,345

    6,828

         Accrued taxes (5,463 )

    102,473

    (646

    )
         Other accrued liabilities 72,150

    56,432

    3,535

         Long-term debt 53,823

    107,195

    20,090

         Pensions and other
               postretirement benefits
    2,483

    22,964

    471

         Deferred income taxes 13,027    
         Other liabilities 1,846  

    588

         Unearned
              compensation
     

    (4,285

    )  

      215,924

    346,872

    51,404


    Net assets acquired $583,254  

    $535,275

     

    $ 89,865


      Cash Flows From Financing Activities – In 2001 the Company increased its outstanding borrowings by a net total of $308.1 million primarily to fund acquisitions. The majority of the funding was through the issuance of EUR 300 million ($257.2 million on the date of issuance) of five-year Euro Notes in the European debt capital market. Additional funds were obtained through the issuance of commercial paper.
       
      In 2000 the Company increased its outstanding borrowings by a net total of $154.6 million primarily to fund acquisitions. The majority of the funding occurred in the second half of 2000 and was accomplished through the issuance of commercial paper.
       
      Common share activity in 2001 primarily includes the exercise of stock options. During 2001 the Company did not purchase any shares of its common stock for treasury.
       
      Dividends have been paid for 204 consecutive quarters, including a yearly increase in dividends for the last 45 fiscal years. The current annual dividend rate is $.72 per share.
       
      In summary, based upon the Company's past performance and current expectations, management believes the cash flows generated from future operating activities should provide adequate funds to support internal growth and continued improvements in the Company's manufacturing facilities and equipment. The Company's worldwide financial capabilities may be used to support planned growth as needed.

    Page 13-7

    Discussion of Business Segment Information

    The Business Segment Information presents sales, operating income and assets on a basis that is consistent with the manner in which the Company's various businesses are managed for internal review and decision-making. All year references are to fiscal years. Certain prior period amounts have been reclassified to conform to the current year presentation.

    Industrial Segment
      2001   2000   1999  

         Operating income as a
                percent of sales
    9.8 % 12.7 % 11.3 %

         Return on average assets

    12.9 % 17.7 % 16.0 %

    Sales for the Industrial North American operations increased to $2.94 billion in 2001, 18.3 percent over 2000, following an increase in 2000 of 16.8 percent over 1999. Acquisitions accounted for all of the 2001 increase and one-third of the increase in 2000. Sales in 2001 reflect lower demand within most of the Industrial North American markets, particularly in the heavy-duty truck, agriculture, factory automation and machine tool markets. However, some overall growth was experienced in the semiconductor manufacturing, oil and gas and petrochemical markets. Sales in 2000 reflected higher volume across all businesses, particularly in the semiconductor manufacturing and telecommunications markets.

    International Industrial sales increased to $1.28 billion, 8.5 percent over 2000. Acquisitions accounted for all of the 2001 increase. Without the impact of changes in currency rates, sales for 2001 increased 20.7 percent, mostly attributable to higher volume in Europe, the Asia Pacific region and Latin America. The higher volume was experienced across virtually all of the International Industrial businesses. International Industrial sales of $1.18 billion in 2000 represented a 2.2 percent increase from 1999, all of which was attributable to acquisitions. Without the impact of changes in currency rates, sales for 2000 increased 11.4 percent, mostly attributable to higher volume in the Asia Pacific region as well as higher market demand in Europe and Latin America in the latter part of 2000.

    Industrial North American operating income decreased 14.9 percent in 2001 after an increase of 31.0 percent in 2000. Operating income in 2001 includes $13.2 million in business realignment charges taken in response to the economic downturn experienced during the current year. Excluding this charge, Income from operations as a percent of sales was 11.4 percent in 2001 compared to 15.3 percent in 2000 and 13.6 percent in 1999. Margins in 2001 were adversely affected by lower demand, which resulted in the underabsorption of overhead costs as well as pricing pressure experienced throughout most of the North American Industrial markets. Recent acquisitions, not yet fully integrated, also negatively impacted margins. Raw material prices decreased during the year.

    International operating income increased 9.8 percent in 2001 after an increase of 4.8 percent in 2000. Operating income in 2001 and 2000 includes $5.9 million and $9.0 million, respectively in business realignment charges that were taken to appropriately structure the European operations. Excluding these charges, income as a percent of sales in 2001 was 7.7 percent compared to 7.9 percent in 2000 and 7.0 percent in 1999. The lower margins in 2001 were the result of the higher volume and better capacity utilization experienced across most International businesses being more than offset by lower margins contributed by recent acquisitions, not yet fully integrated. Margins in 2000 benefited from higher volume in the Asia Pacific region and improved market conditions in Latin America as well as improved European market demand in the second half of 2000.

    A significant downward trend in order rates in the Industrial Segment was experienced in the second half of 2001 with orders in virtually all markets continuing on the downswing heading into 2002. Order entry levels in North America are anticipated to remain soft in the first half of 2002 with an improvement in the level of orders anticipated to begin in the second half of 2002. Industrial European operations are anticipated to feel the effect of the North American economic downturn in 2002 but the benefits of the business realignment charges are expected to mitigate some of the negative effects. The Asia Pacific region and Latin American operations are expected to continue to improve as the Company continues to expand its operations into these markets.

    Page 13-8

    Backlog for the Industrial Segment was $667.9 million at June 30, 2001, compared to $650.8 million at the end of 2000 and $461.7 million at the end of 1999. The modest increase in backlog is attributable to acquisitions partially offset by lower order rates experienced across most Industrial markets in the second half of 2001. The higher backlog in 2000 was due to strong order rates across all markets as well as acquisitions.

    Assets for the Industrial Segment increased 22.1 percent in 2001 after an increase of 23.1 percent in 2000. The increase in 2001 and 2000 is primarily due to acquisitions partially offset by the effect of currency fluctuations. In both years net plant and equipment increased due to capital expenditures exceeding depreciation.

    Aerospace Segment
      2001   2000   1999  

         Operating income as a
                percent of sales
    18.2 % 15.4 % 15.4 %

         Return on average assets

    30.8 % 23.4 % 23.1 %

    Sales increased 5.9 percent in 2001 after a decrease of 1.2 percent in 2000. The higher sales resulted from the continued increase in regional jet build rates and maintenance, repair and overhaul business as well as an increase in commercial aircraft builds. The decline in 2000 was due to a decline in commercial aircraft builds.

    Operating income was $218.9 million in 2001, $175.7 million in 2000 and $177.2 million in 1999. Operating income in 2000 included $4.4 million in business realignment charges that were taken in response to the decline in commercial aircraft orders. Operating income in 2001, as a percent of sales, was 18.2 percent compared to 15.8 percent in 2000, excluding the charge, and 15.4 percent in 1999. The increase in margins in 2001 resulted from a higher mix of aftermarket business as well as an increase in OEM volume. The 2000 decline in margins resulted from lower volume, which resulted in lower capacity utilization.

    Backlog at June 30, 2001 was $1.21 billion compared to $1.05 billion in 2000 and $1.08 billion in 1999. The higher backlog in 2001 reflects the increase in commercial aircraft build rates and orders in the regional jet market. This trend in order rates is expected to continue in 2002, however the rate of the increase is expected to moderate.

    Assets remained the same as the 2000 level after a 10.0 percent decline in 2000 from the 1999 level. An increase in net plant and equipment and accounts receivable were offset by a decline in inventory and net goodwill.

    Page 13-9

    Other Segment
      2001   2000   1999  

         Operating income as a
                percent of sales
    7.4 % 8.0 % 8.5 %

         Return on average assets

    11.7 % 15.0 % 15.4 %

    The Other Segment consists of several business units which produce motion-control and fluid power system components for use primarily in the transportation industry and a business unit which designs and manufactures custom-engineered buildings.

    Sales declined 4.8 percent in 2001 following an increase in 2000 of 5.4 percent from 1999. Sales in 2001 reflect lower demand in the automotive market while the increase in sales in 2000 reflected higher volume in the automotive market. Operating income declined 12.0 percent in 2001 after 2000 operating income remained unchanged from 1999. The decline in operating income in 2001 was attributable to the lower volume and pricing pressure.

    Backlog was $109.1 million at June 30, 2001, compared to $100.2 million at the end of 2000 and $85.2 million at the end of 1999.

    Assets increased 22.9 percent in 2001 after an increase of 2.3 percent in 2000. Assets in 2001 include those from a business classified as held for sale in 2000.

    Corporate assets declined 2.8 percent in 2001 and increased 180.9 percent in 2000. The 2001 and 2000 amounts include assets held for sale as separately identified on the Consolidated Balance Sheet. The increase in 2000 is due to an increase in qualified and non-qualified benefit plan assets including those from acquisitions.

    Page 13-10

    Consolidated Statement of Income

    (Dollars in thousands, except per share amounts)          For the years ended June 30, 2001    2000 1999

                 
    Net sales $ 5,979,604 $ 5,385,618 $ 4,986,696
    Cost of sales 4,728,156   4,186,850 3,897,266

    Gross profit 1,251,448   1,198,768 1,089,430
    Selling, general and administrative expenses 679,963 575,906 550,681
    Interest expense 90,362 59,183 63,697
    Interest and other (income), net (4,800 ) (4,112
    )
    (5,056 )
    (Gain) loss on disposal of assets (47,673 ) 5,604 2,414

    Income before income taxes 533,596 562,187 477,694
    Income taxes (Note 4) 189,426 193,955 167,193

    Income before extraordinary item 344,170 368,232 310,501
    Extraordinary item — extinguishment of debt (Note 8) (3,378 )

    Net income $ 340,792 $ 368,232 $ 310,501

    Earnings per share (Note 5)      
       Basic earnings per share before extraordinary item $ 3.01   $ 3.34   $ 2.85
       Extraordinary item — extinguishment of debt (.03 )      

       Basic earnings per share $ 2.98   $ 3.34   $ 2.85

       Diluted earnings per share before extraordinary item $ 2.99   $ 3.31   $ 2.83
       Extraordinary item — extinguishment of debt (.03 )

       Diluted earnings per share $ 2.96 $ 3.31 $ 2.83

    The accompanying notes are an integral part of the financial statements.

    Page 13-11

    Consolidated Statement of Comprehensive Income

                       
    (Dollars in thousands)                                       For the years ended June 30, 2001 2000 1999

    Net income $   340,792   $   368,232   $   310,501
    Other comprehensive income (loss), net of taxes:
       Foreign currency translation adjustment (89,659 ) (32,600 ) (32,832 )
       Net unrealized gain on marketable equity securities (Note 10) 10,586

    Comprehensive income    $   261,719   $   335,632   $   277,669

    The accompanying notes are an integral part of the financial statements.

    Page 13-12

    Consolidated Balance Sheet            
                 
                 
    (Dollars in thousands)                                                                                      June 30, 2001 2000

    Assets
    Current Assets
    Cash and cash equivalents $ 23,565 $ 68,460
    Accounts receivable, less allowance for doubtful accounts
       (2001 - $11,110; 2000 - $10,420) 922,325 840,040
    Inventories (Notes 1 and 6):
       Finished products 495,704 483,017
       Work in process 344,861 344,804
       Raw materials 168,299 146,375

    1,008,864 974,196
    Prepaid expenses 39,486 32,706
    Deferred income taxes (Notes 1 and 4) 91,439 73,711
    Net assets held for sale (Note 2) 110,683 164,000

    Total Current Assets 2,196,362 2,153,113
    Plant and equipment (Note 1):
       Land and land improvements 152,723 138,394
       Buildings and building equipment 753,909 642,770
       Machinery and equipment 1,975,996 1,825,889
       Construction in progress 123,436 107,197

    3,006,064 2,714,250
    Less accumulated depreciation 1,457,376 1,373,335

    1,548,688 1,340,915
    Investments and other assets (Note 1) 630,971 574,241
    Excess cost of investments over net assets acquired (Note 1) 953,648 570,740
    Deferred income taxes (Notes 1 and 4) 7,992 7,290

    Total Assets $ 5,337,661 $ 4,646,299

    Page 13-13

    Liabilities and Shareholders' Equity    
    Current Liabilities    
    Notes payable and long-term debt payable within one year (Notes 7 and 8) $ 546,502 $ 335,298  
    Accounts payable, trade 367,806 372,666  
    Accrued payrolls and other compensation 173,556 169,837  
    Accrued domestic and foreign taxes 61,874 84,208  
    Other accrued liabilities 263,391 224,294  

    Total Current Liabilities 1,413,129 1,186,303  
    Long-term debt (Note 8) 857,078 701,762  
    Pensions and other postretirement benefits (Notes 1 and 9) 318,527 299,741  
    Deferred income taxes (Notes 1 and 4) 131,708 77,939  
    Other liabilities 88,304 71,096  

    Total Liabilities 2,808,746 2,336,841  

    Shareholders' Equity (Note 10)    
    Serial preferred stock, $.50 par value, authorized 3,000,000 shares; none issued    
    Common stock, $.50 par value, authorized 600,000,000 shares;    
       issued 117,409,197 shares in 2001 and 116,602,195 shares in 2000 at par value 58,705 58,301  
    Additional capital 346,228 328,938  
    Retained earnings 2,426,496 2,165,625  
    Unearned compensation related to ESOP (Note 8) (96,398 ) (110,818 )
    Deferred compensation related to stock options 2,347 1,304  
    Accumulated other comprehensive (loss) (204,531 ) (125,458
    )

    2,532,847 2,317,892  
    Common stock in treasury at cost; 100,000 shares in 2001 and 214,487 shares in 2000 (3,932 ) (8,434 )

    Total Shareholders' Equity 2,528,915 2,309,458  

    Total Liabilities and Shareholders' Equity $ 5,337,661   $ 4,646,299  

    The accompanying notes are an integral part of the financial statements.

    Page 13-14

    Consolidated Statement of Cash Flows

    (Dollars in thousands)                                               For the years ended June 30, 2001 2000 1999

    Cash Flows From Operating Activities              
    Net income $ 340,792 $ 368,232 $ 310,501
       Adjustments to reconcile net income to net cash
                provided by operating activities:
             Depreciation 200,270 167,356 164,577
             Amortization 64,257 39,052 37,469
             Deferred income taxes 32,509 (11,867 ) 5,718
             Foreign currency transaction loss (gain) 4,159 5,082 (2,495 )
             (Gain) loss on sale of plant and equipment (55,914 ) (5,288 ) 1,886
             Net effect of extraordinary loss 3,378
             Changes in assets and liabilities, net of effects from acquisitions and dispositions:
                Accounts receivable (6,725 ) (42,386 ) (31,396 )
                Inventories 7,865 17,248 30,606
                Prepaid expenses 4,799 (7,881 ) 2,069
                Assets held for sale 43,069
                Other assets (66,376 ) (53,105 ) (56,957 )
                Accounts payable, trade (43,697 ) 21,792 (33,075 )
                Accrued payrolls and other compensation (13,586 ) 8,021 (21,892 )
                Accrued domestic and foreign taxes (6,136 ) 30,124 22,091
                Other accrued liabilities (10,444 ) (7,533 ) (3,935 )
                Pensions and other postretirement benefits 18,501 3,642 13,258
                Other liabilities 15,444 5,551 20,672

                   Net cash provided by operating activities 532,165 538,040 459,097
                 
    Cash Flows From Investing Activities
       Acquisitions (less cash acquired of $10,143 in 2001, $1,158 in 2000
                   and $2,609 in 1999) (583,254 ) (351,011 ) (89,865 )
       Capital expenditures (334,748 ) (230,482 ) (230,122 )
       Proceeds from sale of plant and equipment 90,044 32,051 6,382
       Other 8,130 (30,267 ) 548

                   Net cash (used in) investing activities (819,828 ) (579,709 ) (313,057 )

    Page 13-15

    Cash Flows From Financing Activities
       Proceeds from common share activity 15,971
    1,202
    74,076
       Proceeds from (payments of) notes payable, net   197,324     272,440     (228,896 )
       Proceeds from long-term borrowings 304,172
    12,600
    232,886
       (Payments of) long-term borrowings   (193,409 )   (130,419 )   (152,397 )
       Dividends paid, net of tax benefit of ESOP shares   (79,921 )   (74,963 )   (69,461  

                Net cash provided by (used in) financing activities 244,137 80,860 (143,792 )
       Effect of exchange rate changes on cash   (1,369 )   (4,008 )   541  

       Net (decrease) increase in cash and cash equivalents (44,895 ) 35,183 2,789
       Cash and cash equivalents at beginning of year 68,460 33,277 30,488

       Cash and cash equivalents at end of year $ 23,565 $ 68,460 $ 33,277

    Supplemental Data:
       Cash paid during the year for:
          Interest, net of capitalized interest $ 84,183 $ 56,341 $ 62,997
          Income taxes 183,546 167,211 129,893
       Non-cash investing activities:
          Stock issued for acquisitions 184,263
       Non-cash financing activities:
             Capital lease obligations 7,346
             ESOP debt guarantee               112,000  
     

    The accompanying notes are an integral part of the financial statements.

    Page 13-16

    Business Segment Information
    By Industry

    (Dollars in thousands) 2001 2000 1999

    Net sales:
       Industrial:
          North America $ 2,941,697 $ 2,486,372 $ 2,127,895
          International 1,275,516 1,175,880 1,151,172
       Aerospace 1,205,624 1,138,328 1,152,390
       Other 556,767 585,038 555,239

    $ 5,979,604 $ 5,385,618 $ 4,986,696

    Segment operating income:
       Industrial:
          North America $ 322,786 $ 379,251 $ 289,599
          International 92,561 84,317 80,489
       Aerospace 218,851 175,710 177,213
       Other 41,451 47,084 47,416

    Total segment operating income 675,649 686,362 594,717
    Corporate administration 85,738 58,210 54,176

    Income before interest expense and other 589,911 628,152 540,541
    Interest expense 90,362 59,183 63,697
    Other (34,047 ) 6,782 (850 )

    Income before income taxes $ 533,596 $ 562,187 $ 477,694

    Identifiable assets:
       Industrial $ 3,528,652 $ 2,889,895 $ 2,346,835
       Aerospace 710,555 709,731 789,174
       Other 390,006 317,462 310,311

    4,629,213 3,917,088 3,446,320
       Corporate (a) 708,448 729,211 259,568

    $ 5,337,661 $ 4,646,299 $ 3,705,888

    Property additions: (b)
       Industrial $ 412,042 $ 307,360 $ 190,352
       Aerospace 37,152 20,720 36,993
       Other 14,935 22,291 18,878
       Corporate 12,030 - 1,585

    $ 476,159 $ 350,371 $ 247,808

    Depreciation:
       Industrial $ 160,577 $ 126,377 $ 124,857
       Aerospace 19,729 21,342 19,523
       Other 16,262 15,701 16,057
       Corporate 3,702 3,936 4,140

    $ 200,270 $ 167,356 $ 164,577

    Certain prior year amounts have been reclassified to conform to the current year presentation.
    The accounting policies of the business segments are the same as those described in the Significant Accounting Policies footnote except that the business segment results are prepared on a management basis that is consistent with the manner in which the Company disaggregates financial information for internal review and decision-making.

    (a)

    Corporate assets are principally cash and cash equivalents, domestic deferred income taxes, investments, benefit plan assets, headquarters facilities, assets held for sale and the major portion of the Company's domestic data processing equipment.

       
    (b) Includes value of net plant and equipment at the date of acquisition of acquired companies accounted for by the purchase method (2001 - $141,411; 2000 - $119,889; 1999 - $17,686).

    Page 13-17

    By Geographic Area (c)
    (Dollars in thousands) 2001 2000 1999

    Net sales:
       North America $ 4,561,217 $ 4,075,865 $ 3,704,895
       International 1,418,387 1,309,753 1,281,801

    $ 5,979,604 $ 5,385,618 $ 4,986,696

                     
    Long-lived assets:
       North America $ 1,186,834 $ 969,788 $ 873,222
       International 361,854 371,127 327,647

    $ 1,548,688 $ 1,340,915 $ 1,200,869

    (c) Net sales are attributed to countries based on the location of the selling unit. North America includes the United States, Canada and Mexico. No country other than the United States represents greater than 10% of consolidated sales. Long-lived assets are comprised of property, plant and equipment based on physical location.

    Page 13-18

    Notes to Consolidated Financial Statements
    (Dollars in thousands, except per share amounts)

    Note 1
    Significant Accounting Policies

    The significant accounting policies followed in the preparation of the accompanying consolidated financial statements are summarized below.

    Nature of Operations The Company is a leading worldwide producer of motion control products, including fluid power systems, electromechanical controls and related components. The Company evaluates performance based on segment operating income before Corporate general and administrative expenses, Interest expense and Income taxes.

    The Company operates in two principal business segments: Industrial and Aerospace. The Industrial Segment is an aggregation of several business units which produce motion-control and fluid power system components for builders and users of various types of manufacturing, packaging, processing, transportation, agricultural, construction, and military machinery, vehicles and equipment. Industrial Segment products are marketed primarily through field sales employees and independent distributors. The North American Industrial business represents the largest portion of the Company's manufacturing plants and distribution networks and primarily services North America. The International Industrial operations bring Parker products and services to countries throughout Europe, Asia Pacific and Latin America.

    The Aerospace Segment produces hydraulic, pneumatic and fuel systems and components which are utilized on virtually every domestic commercial, military and general aviation aircraft and also performs a vital role in naval vessels, land-based weapons systems, satellites and space vehicles. This Segment serves original equipment and maintenance, repair and overhaul customers worldwide. Aerospace Segment products are marketed by field sales employees and are sold directly to the manufacturer and to the end user.

    The Company also reports an Other Segment consisting of several business units which produce motion-control and fluid power system components for use primarily in the transportation industry and a business unit which designs and manufactures custom-engineered buildings. The products in this segment are marketed primarily through field sales employees and independent distributors.

    See the table of Business Segment Information "By Industry" and "By Geographic Area" on pages 13-17 and 13-18 for further disclosure of business segment information.

    There are no individual customers to whom sales are five percent or more of the Company's consolidated sales. Due to the diverse group of customers throughout the world the Company does not consider itself exposed to any concentration of credit risks.

    The Company manufactures and markets its products throughout the world. Although certain risks and uncertainties exist, the diversity and breadth of the Company's products and geographic operations mitigate significantly the risk that adverse changes would materially affect the Company's operating results.

    Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

    Basis of Consolidation – The consolidated financial statements include the accounts of all domestic and foreign subsidiaries. All material intercompany transactions and profits have been eliminated in the consolidated financial statements. Within the Business Segment Information, intersegment and interarea sales are recorded at fair market value and are immaterial in amount.

    Page 13-19

    Revenue Recognition – Revenue is recognized when the risks and rewards of ownership and title to the product has transferred to the customer. On December 3, 1999 the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB 101). SAB 101 reflects the basic principles of revenue recognition in accounting principles generally accepted in the United States of America. No significant changes to the Company's revenue recognition policies were necessary to comply with SAB 101.

    In the fourth quarter of 2001 the Company adopted Emerging Issues Task Force (EITF) Issue 00-10, "Accounting for Shipping and Handling Fees and Costs," which requires amounts billed to customers for shipping and handling to be included as a component of sales. The Company restated its Net sales for the first three quarters of 2001 and total year Net sales for 2000 and 1999, resulting in an increase in both Net sales and Cost of sales of $23,164, $30,281 and $27,896, respectively.

    Cash – Cash equivalents consist of short-term highly liquid investments, with a three-month or less maturity, carried at cost plus accrued interest, which are readily convertible into cash.

    Inventories – Inventories are stated at the lower of cost or market. The majority of domestic inventories are valued by the last-in, first-out method and the balance of the Company's inventories are valued by the first-in, first-out method.

    Long-term Contracts – The Company enters into long-term contracts for the production of aerospace products and the manufacture of custom-engineered buildings. For financial statement purposes, sales are recorded as deliveries are made (units of delivery method of percentage-of-completion). Unbilled costs on these contracts are included in inventory. Progress payments are netted against the inventory balances. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

    Plant, Equipment and Depreciation – Plant and equipment are recorded at cost and are depreciated principally using the straight-line method for financial reporting purposes. Depreciation rates are based on estimated useful lives of the assets, generally 40 years for buildings; 15 years for land improvements and building equipment; 10 years for machinery; and seven years for equipment. Improvements which extend the useful life of property are capitalized, and maintenance and repairs are expensed. When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the appropriate accounts and any gain or loss is included in current income.

    Investments and Other Assets – Investments in joint-venture companies in which ownership is 50% or less and in which the Company does not have operating control are stated at cost plus the Company's equity in undistributed earnings. These investments and the related earnings are not material to the consolidated financial statements.

    Excess Cost of Investments – The excess cost of investments over net assets acquired is being amortized, on a straight-line basis, over periods ranging from 15 years to 40 years. Unamortized cost in excess of associated expected operating cash flows is considered to be impaired and is written down to fair value. The Financial Accounting Standards Board (FASB) has issued SFAS No. 142, "Goodwill and Other Intangible Assets." This Standard provides that goodwill should not be amortized but instead be tested for impairment annually at the reporting unit level. The Company adopted the new Standard as of July 1, 2001 and therefore ceased amortizing goodwill as of that date. The effect of the new Standard is estimated to result in an increase in Net income in 2002 of approximately $51 million or $.44 per share. The Company currently does not anticipate recognizing a charge for impairment of existing goodwill as a result of the transitional goodwill impairment test required to be performed within six months of adopting SFAS No. 142.

    Income Taxes – Income taxes are provided based upon income for financial reporting purposes. Deferred income taxes arise from temporary differences in the recognition of income and expense for tax purposes. Tax credits and similar tax incentives are applied to reduce the provision for income taxes in the year in which the credits arise.

    Page 13-20

    Foreign Currency Translation – Assets and liabilities of most foreign subsidiaries are translated at current exchange rates, and income and expenses are translated using weighted average exchange rates. The effects of these translation adjustments, as well as gains and losses from certain intercompany transactions, are reported in the Accumulated other comprehensive (loss) component of Shareholders' equity. Such adjustments will affect Net income only upon sale or liquidation of the underlying foreign investments, which is not contemplated at this time. Exchange gains and losses from transactions in a currency other than the local currency of the entity involved, and translation adjustments in countries with highly inflationary economies, are included in Net income.

    Financial Instruments – The Company's financial instruments consist primarily of investments in cash, cash equivalents and long-term investments as well as obligations under notes payable and long-term debt. The carrying values for Cash and cash equivalents, Investments and other assets and Notes payable approximate fair value.

    The Company enters into forward exchange contracts (forward contracts), costless collar contracts, and cross-currency swap agreements to reduce its exposure to fluctuations in related foreign currencies. These contracts are with major financial institutions and the risk of loss is considered remote. The Company does not hold or issue derivative financial instruments for trading purposes. Effective July 1, 2000 the Company adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." Due to the immaterial amount of derivative and hedging activity within the Company, the effect of adopting SFAS No. 133 on the Company's results of operations and financial position was immaterial.

    Gains or losses on forward contracts that hedge specific transactions are recognized in Net income, offsetting the underlying foreign currency gains or losses. Gains or losses on costless collar contracts are recognized in Net income when the spot rate of the contract falls outside the collar range.

    Cross-currency swap agreements are recorded in Long-term debt as dollar-denominated receivables with offsetting foreign-currency payables. If the receivables more than offset the payables, the net difference is reclassified to an asset. Gains or losses are accrued monthly as an adjustment to Net income, offsetting the underlying foreign currency gains or losses. The differential between interest to be received and interest to be paid is accrued monthly as an adjustment to Interest expense.

    In addition, the Company's foreign locations, in the ordinary course of business, enter into financial guarantees, through financial institutions, which enable customers to be reimbursed in the event of nonperformance by the Company.

    The total value of open contracts and any risk to the Company as a result of the above mentioned arrangements is not material.

    Stock Options – The Company applies the intrinsic-value based method to account for stock options granted to employees or outside Directors to purchase common shares. The option price equals the market price of the underlying common shares on the date of grant, therefore no compensation expense is recognized.

    Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation.

    Note 2
    Acquisitions and Net Assets Held for Sale

    On July 21, 2000 the Company completed the acquisition of Wynn's International, Inc. (Wynn's). Wynn's is a leading manufacturer of precision-engineered sealing media for the automotive, heavy-duty truck and aerospace markets. On September 29, 2000 the Company acquired the pneumatics business of Invensys plc, which specializes in the design and production of equipment and controls for automated processes. On April 30, 2001 the Company acquired the Miller Fluid Power and Wilkerson businesses of CKD-Createc. Miller Fluid Power manufactures both pneumatic and hydraulic cylinders and Wilkerson manufactures a complete line of compressed air treatment and control products. Combined annual sales for these operations, for their most recent fiscal year prior to acquisition, were approximately $713 million. Total purchase price for these businesses was approximately $506 million in cash and assumed debt of $65 million.

    Page 13-21

    On February 3, 2000 the Company acquired the assets of Dana Corporation's Gresen Hydraulics business, located in Minneapolis, Minnesota and Sarasota, Florida, a manufacturer of a wide range of hydraulic pumps, motors, cylinders, control valves, filters and electronic controls for on- and off-highway vehicles. On April 11, 2000 the Company completed its merger with Commercial Intertech Corp. of Youngstown, Ohio with the Company being the surviving corporation. Commercial Intertech's hydraulics business manufactures gear pumps and motors, control valves and telescopic cylinders for use on heavy-duty mobile equipment. On May 30, 2000 the Company acquired the assets of Whatman's Industrial Filtration Business, based in Haverill, Massachusetts and Maidstone, United Kingdom, a manufacturer of high quality purification products and gas generators for a variety of industrial applications. Combined annual sales for these operations, for their most recent fiscal year prior to acquisition, were approximately $716 million. Total purchase price for these businesses was approximately $339 million in cash, 4.3 million shares of common stock valued at $184 million and assumed debt of $104 million.

    The Company is currently soliciting offers for the purchase of the specialty chemical and warranty businesses of Wynn's. These businesses are valued at the estimated net cash proceeds from their sale plus estimated net earnings during the holding period and are reflected as Net assets held for sale on the Consolidated Balance Sheet. The Company has decided to suspend its efforts to sell the building systems business of Commercial Intertech. As such, the net assets of the building systems business have been consolidated on the Consolidated Balance Sheet at June 30, 2001 and the results of operations of the building systems business have been included in the Consolidated Statement of Income beginning in the fourth quarter of fiscal 2001. At June 30, 2001 the Company was in the process of completing the divestiture of the metal forming business of Commercial Intertech. This business is valued at the estimated net cash proceeds from its sale and is reflected as Net assets held for sale on the Consolidated Balance Sheet. During 2001, $22,350 of income from operations and $6,564 of interest expense were excluded from the Consolidated Statement of Income and included in the carrying value of Net assets held for sale.

    On July 14, 1998 the Company acquired the equity of B.A.G. Acquisition Ltd., the parent company of Veriflo Corporation, a manufacturer of high-purity regulators and valves based in Richmond, California. On August 27, 1998 the Company acquired the equity of Fluid Power Systems, a manufacturer of hydraulic valves and electrohydraulic systems and controls located in Lincolnshire, Illinois. Combined annual sales for these operations, for their most recent fiscal year prior to acquisition, were approximately $107 million. Total purchase price for these businesses was approximately $85.2 million cash.

    These acquisitions were accounted for by the purchase method, and results are included as of the respective dates of acquisition.

    Note 3
    Gain on Sale of Real Property and Charges Related to Business Realignment

    In 2001 the Company recorded a $55,548 gain ($34,662 after tax or $.30 per share) realized on the sale of real property located in Southern California. The property had served as a headquarters and manufacturing locale for the Company's Aerospace Group and several of its divisions. Such operations have relocated to other previously owned or leased facilities in the area. The Company does not currently anticipate additional property sales of this magnitude occurring in the future. The gain is reflected in the Consolidated Statement of Income in the (Gain) loss on disposal of assets caption.

    Page 13-22

    In 2001 the Company recorded a $28,724 charge ($18,474 after-tax or $.16 per share) related to costs of appropriately structuring its businesses in response to current economic conditions. The business realignment charge includes severance costs and employee-related benefits of $17,673 and $11,051 of other costs, primarily certain asset impairments. The severance costs and employee-related benefits is attributable to approximately 1,126 employees associated with the Industrial North American operations, 310 employees associated with the Industrial International operations and 27 employees associated with operations in the Other segment. All severance and employee-related benefit payments are expected to be made by the end of fiscal 2002. The asset impairment portion represents the amount by which the carrying value of the assets exceeded their estimated future undiscounted cash flows. The business realignment charge is presented in the Consolidated Statement of Income for 2001 in the following captions: $12,071 in Cost of sales; $6,691 in Selling, general and administrative expenses; $3,009 in Interest and other (income), net; and $6,953 in (Gain) loss on disposal of assets.

    In 2000 the Company recorded a $8,555 charge ($5,560 after-tax or $.05 per share) related to the costs of appropriately structuring its businesses to operate in their current economic environment. The charge primarily related to severance costs attributable to approximately 250 employees principally associated with the Industrial International operations. As of June 30, 2000, the Company had made all severance payments. A change in the future utilization of long-lived assets at certain locations triggered an impairment review of these long-lived assets during 2000. The Company evaluated the recoverability of the long-lived assets and determined that the estimated future undiscounted cash flows were below the carrying value of these assets. Accordingly, the Company recorded a non-cash impairment loss of $4,875 ($3,169 after-tax or $.03 per share). Of the pre-tax amount, $3,499 relates to the Aerospace Segment and $1,376 relates to the Industrial Segment. The severance and impairment loss is presented in the Consolidated Statement of Income for 2000 in the following captions: $2,552 in Cost of sales; $2,476 in Selling, general and administrative expenses; and $8,402 in (Gain) loss on disposal of assets.

    Note 4
    Income Taxes

    Income taxes before extraordinary items include the following:

    2001 2000 1999

      Federal $ 103,215 $ 140,663 $ 113,011
      Foreign 30,791 29,393 34,309
      State and local 10,518 11,099 11,236
      Deferred 44,902 12,800 8,637

    $ 189,426 $ 193,955 $ 167,193

    A reconciliation of the Company's effective income tax rate to the statutory Federal rate follows:

    2001   2000   1999

      Statutory Federal income tax rate 35.0 %   35.0 %   35.0 %
      State and local income taxes 1.9   1.5   1.8
      FSC income not taxed (2.4 )   (1.7 )   (2.3 )
      Foreign tax rate difference (1.1 )   (1.1 )   .7
      Nondeductible goodwill 2.3   1.2   1.3
      Other (.2 )   (.4 )   (1.5 )

      Effective income tax rate 35.5 %   34.5 %   35.0 %

    Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities. The differences comprising the net deferred taxes shown on the Consolidated Balance Sheet at June 30 were as follows:

    Page 13-23

    2001 2000

      Postretirement benefits $(10,951 ) $ 1,710
      Other liabilities and reserves 66,281 58,077
      Long-term contracts 9,046 5,347
      Operating loss carryforwards 39,537 45,182
      Foreign tax credit carryforwards 8,171 3,356
      Valuation allowance (20,629 ) (26,887 )
      Depreciation and amortization (135,502 ) (95,138 )
      Inventory 12,500 10,532

      Net deferred tax (liability) asset $(31,547 )   $2,179

      Change in net deferred tax (liability)
      asset:
      Provision for deferred tax $(44,902 ) $ (12,800 )
      Items of other comprehensive (loss)
      income (7,528 ) 320
      Acquisitions 18,704 (49,432 )

      Total change in net deferred tax $(33,726 ) $ (61,912 )

    At June 30, 2001, the Company has operating loss carryforwards of $39,537 for tax purposes, some of which can be carried forward indefinitely and others which can be carried forward from three to 20 years. A valuation allowance has been established due to the uncertainty of realizing certain foreign operating loss carryforwards. The recognition of any future tax benefit resulting from the reduction of $18,765 of the valuation allowance will reduce any goodwill related to the Commercial Intertech acquisition remaining at the time of the reduction.

    Provision has not been made for additional U.S. or foreign taxes on undistributed earnings of certain international operations as those earnings will continue to be reinvested. It is not practicable to estimate the additional taxes, including applicable foreign withholding taxes, that might be payable on the eventual remittance of such earnings.

    Accumulated undistributed earnings of foreign operations reinvested in their operations amounted to $333,796, $276,481 and $205,756, at June 30, 2001, 2000 and 1999, respectively.

    Note 5
    Earnings Per Share

    Earnings per share have been computed according to SFAS No. 128, "Earnings per Share." Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the year.

    Diluted earnings per share is computed using the weighted average number of common shares and common share equivalents outstanding during the year. Common share equivalents represent the dilutive effect of outstanding stock options. The computation of net income per share was as follows:

    Page 13-24

        2001 2000 1999

    Numerator:
        Net income applicable
           to common shares $ 340,792   $ 368,232   $ 310,501

    Denominator:
        Basic — weighted average
           common shares 114,304,977 110,330,711 108,799,974
        Increase in weighted average
           from dilutive effect of
           exercise of stock options 759,470 913,921 878,985

    Diluted — weighted average
           common shares, assuming
           exercise of stock options 115,064,447 111,244,632 109,678,959

    Basic earnings per share $ 2.98   $ 3.34   $ 2.85
        Diluted earnings per share $ 2.96   $ 3.31   $ 2.83

    Note 6
    Inventories

    Inventories valued on the last-in, first-out cost method are approximately 44% in 2001 and 43% in 2000 of total inventories. The current cost of these inventories exceeds their valuation determined on the LIFO basis by $147,300 in 2001 and $141,187 in 2000. Progress payments of $18,969 in 2001 and $20,279 in 2000 are netted against inventories.

    Note 7
    Financing Arrangements

    The Company has committed lines of credit totaling $820,765 through several multi-currency unsecured revolving credit agreements with a group of banks, of which $321,293 was available at June 30, 2001. The majority of these agreements expire October 2003. The interest on borrowings is based upon the terms of each specific borrowing and is subject to market conditions. The agreements also require facility fees of up to 8/100ths of one percent of the commitment per annum. Covenants in some of the agreements include a limitation on the Company's ratio of debt to tangible net worth.

    The Company has other lines of credit, primarily short-term, aggregating $125,429 from various foreign banks, of which $91,600 was available at June 30, 2001. Most of these agreements are renewed annually.

    During fiscal 2001 the Company did not issue any medium-term notes leaving $530,000 available for issuance at June 30, 2001.

    The Company is authorized to sell up to $800 million of short-term commercial paper notes, rated A-1 by Standard & Poor's, P-1 by Moody's and F-1 by Fitch, Inc. At June 30, 2001 there were $489,848 of commercial paper notes outstanding which were supported by the available domestic lines of credit.

    Commercial paper, along with short-term borrowings from foreign banks, primarily make up the balance of Notes payable. The balance and weighted average interest rate of the Notes payable at June 30, 2001 and 2000 were $526,809 and 5.9% and $314,365 and 5.6%, respectively.

    Page 13-25

    Note 8
    Debt

    June 30, 2001 2000

    Domestic:
       Debentures
          7.3%, due 2011 $ 100,000 $ 100,000
          9.75%, due 2002-2021 100,000
       Medium-term notes
          5.65% to 7.39%, due 2004-2019 370,000 370,000
       ESOP loan guarantee
          6.34%, due 2009 88,595 99,741
       Variable rate demand bonds
          2.75% to 2.85%, due 2010-2025 20,035 20,035
    Foreign:
       Bank loans, including revolving credit
          1.0% to 12.0%, due 2002-2018 17,032 24,764
       Euro Notes
          6.25%, due 2006 255,090
    Other long-term debt, including capitalized leases 26,019 8,155

    Total long-term debt 876,771 722,695
    Less long-term debt payable within one year 19,693 20,933

    Long-term debt, net $ 857,078 $ 701,762

    In November 2000 the Company issued EUR 300 million ($257.2 million on the date of issuance) of five-year Euro Notes in the European debt capital market. The Notes bear interest payable annually and mature in a balloon payment in 2006. Proceeds from the Note issuance were used to retire the principal and interest due on a bridge loan created to help finance the Wynn's acquisition.

    In February 2001 the Company redeemed its outstanding $100,000, 9.75% debentures due 2002-2021. The extraordinary loss for this transaction, including an early-redemption premium and the write-off of deferred issuance costs, was $5,413 ($3,378 after-tax or $.03 per share). Commercial paper borrowings were used to finance the redemption.

    Principal amounts of Long-term debt payable in the five years ending June 30, 2002 through 2006 are $19,693, $20,059, $195,116, $15,814 and $268,024, respectively. The carrying value of the Company's Long-term debt (excluding leases and cross-currency swaps) was $868,826 and $714,540 at June 30, 2001 and 2000, respectively, and was estimated to have a fair value of $857,755 and $668,864, at June 30, 2001 and 2000, respectively. The estimated fair value of the Long-term debt was estimated using discounted cash flow analyses based on the Company's current incremental borrowing rate for similar types of borrowing arrangements.

    ESOP loan guarantee – In 1999 the Company's Employee Stock Ownership Plan (ESOP) was leveraged when the ESOP Trust borrowed $112,000 and used the proceeds to purchase 3,055,413 shares of the Company's common stock from the Company's treasury. The Company used the proceeds to pay down commercial paper borrowings. The loan is unconditionally guaranteed by the Company and therefore the unpaid balance of the borrowing is reflected on the Consolidated Balance Sheet as Long-term debt. A corresponding amount representing Unearned compensation is recorded as a deduction from Shareholders' equity.

    Lease Commitments – Future minimum rental commitments as of June 30, 2001, under noncancelable operating leases, which expire at various dates, are as follows: 2002-$48,994; 2003-$35,460; 2004-$22,990; 2005-$14,318; 2006-$11,448 and after 2006-$29,394.
    Rental expense in 2001, 2000 and 1999 was $55,989, $40,371 and $42,280, respectively.

    Page 13-26

    Note 9
    Retirement Benefits

    Pensions – The Company has noncontributory defined benefit pension plans covering eligible employees, including certain employees in foreign countries. Plans for most salaried employees provide pay-related benefits based on years of service. Plans for hourly employees generally provide benefits based on flat-dollar amounts and years of service. The Company also has contractual arrangements with certain key employees which provide for supplemental retirement benefits. In general, the Company's policy is to fund these plans based on legal requirements, tax considerations, local practices and investment opportunities. The Company also sponsors defined contribution plans and participates in government-sponsored programs in certain foreign countries.

    Pension (income) costs for all plans were $(14,503), $9,304 and $23,644 for 2001, 2000 and 1999, respectively. Pension (income) costs for all defined benefit plans accounted for using SFAS No. 87, "Employers' Accounting for Pensions," were as follows:

    2001 2000 1999

    Service cost $43,382   $ 38,179   $ 34,890
    Interest cost 84,526 68,807 63,257
    Expected return on plan assets (146,908 ) (102,346 ) (83,798 )
    Net amortization and deferral and other 1,837 (375 ) 4,081

    Net periodic benefit (income) cost $(17,163 )   $ 4,265   $ 18,430

    Change in benefit obligation 2001 2000

    Benefit obligation at beginning of year $ 1,167,614 $ 962,663
    Service cost 43,382 38,179
    Interest cost 84,526 68,807
    Actuarial loss (gain) 27,695 (11,812 )
    Benefits paid (57,031 ) (42,659 )
    Plan amendments 62,258 7,775
    Acquisitions 53,810 157,189
    Liability transferred from other
       postretirement benefits 117,645
    Other (23,454 ) (12,528 )

    Benefit obligation at end of year $ 1,476,445 $ 1,167,614

                 
    Change in plan assets

    Fair value of plan assets at beginning of year $ 1,582,085 $ 1,099,989
    Actual (loss) return on plan assets (136,584 ) 122,534
    Employer contributions 14,523 14,295
    Benefits paid (51,495 ) (38,543 )
    Acquisitions 47,442 393,134
    Other (16,956 ) (9,324 )

    Fair value of plan assets at end of year $ 1,439,015 $ 1,582,085

                 
    Funded status

    Plan assets (under) over benefit obligation $ (37,430 ) $ 414,471
    Unrecognized net actuarial loss (gain) 138,787 (175,644 )
    Unrecognized prior service cost 82,867 27,683
    Unrecognized initial net (asset) (4,763 ) (7,173 )

    Net amount recognized $ 179,461 $ 259,337

    Page 13-27

    Amounts recognized on the Consolidated
    Balance Sheet

    Prepaid benefit cost $ 362,136 $ 355,922
    Accrued benefit liability (182,675 ) (96,585 )

    Net amount recognized $ 179,461 $ 259,337

    The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $763,442, $646,434 and $531,724, respectively, at June 30, 2001, and $147,286, $124,354 and $37,208, respectively, at June 30, 2000.

    The plans' assets consist primarily of listed common stocks and corporate and government bonds. At June 30, 2001 and 2000, the plans' assets included Company stock with market values of $44,520 and $18,203, respectively.

    The assumptions used to measure the benefit obligations and to compute the expected long-term return on assets for the Company's significant defined benefit plans are:

    2001 2000 1999  

    U.S. defined benefit plans
       Discount rate 7.25 % 7.5 % 7.5 %
       Average increase in
          compensation 4.9 % 4.9 % 4.9 %
       Expected long-term return on assets 9.5 % 10 % 10 %
                 
    Non-U.S. defined benefit plans
       Discount rate 4.5 to 6.75 % 4.75 to 7 % 4.5 to 6.5 %
       Average increase in compensation 3 to 4 % 3 to 4 % 1.5 to 4 %
       Expected long-term return on assets 5 to 8 % 6 to 8.5 % 6 to 9 %

    Employee Savings Plan – The Company sponsors employee stock ownership plans (a Parker ESOP and a Commercial Intertech ESOP, collectively referred to as ESOPs) as part of its existing savings and investment 401(k) plans. The ESOPs are available to eligible domestic employees. Parker Hannifin common stock is used to match contributions made by employees to the ESOPs up to a maximum of 4.0 percent of an employee's annual compensation. Prior to May 1, 2001, the Company matched contributions made by employees to the ESOPs up to a maximum of 3.5 percent of annual compensation. A breakdown of shares held by the ESOPs is as follows:

    2001 2000 1999

    Allocated shares 8,882,757 8,660,550 7,866,152
    Committed-to-be-released shares 77,038 77,038
    Suspense shares 2,936,821 3,373,734 3,055,413

    Total shares held by the ESOPs 11,896,616 12,111,322 10,921,565

    Fair value of suspense shares $124,639   $115,550   $139,785

    In 1999 the Parker ESOP was leveraged and the loan was unconditionally guaranteed by the Company. The Company's matching contribution and dividends on the shares held by the Parker ESOP are used to repay the loan, and shares are released from the suspense account as the principal and interest are paid. Shares in the Parker ESOP suspense account are not considered outstanding for purposes of earnings per share computations until they are released. Company contributions to the ESOPs, recorded as compensation and interest expense, were $32,086 in 2001, $26,984 in 2000 and $24,319 in 1999. Dividends earned by the suspense shares and interest income within the ESOPs totaled $2,264 in 2001, $1,214 in 2000 and $519 in 1999.

    In addition to shares within the ESOPs, as of June 30, 2001 employees have elected to invest in 2,554,751 shares of common stock within the Company Stock Fund of the Parker Retirement Savings Plan.

    Page 13-28

    Other Postretirement Benefits – The Company provides postretirement medical and life insurance benefits to certain retirees and eligible dependents. Most plans are contributory, with retiree contributions adjusted annually. The plans are unfunded and pay stated percentages of covered medically necessary expenses incurred by retirees, after subtracting payments by Medicare or other providers and after stated deductibles have been met. For most plans, the Company has established cost maximums to more effectively control future medical costs. The Company has reserved the right to change or eliminate these benefit plans. Effective May 1, 2001 the Company amended its postretirement medical plan for certain employees to make the plan fully employee paid and to provide employees instead with supplements in the funded defined benefit pension plans. The supplements were calculated to be in the aggregate at least equivalent to the value provided by the Company paid portion of the retiree medical coverage. As such, the benefit obligation as of May 1, 2001 related to the postretirement medical coverage is now reflected as a benefit obligation of the defined pension benefit plans. Postretirement benefit costs included the following components:

      2001 2000 1999

    Service cost $ 4,690   $ 4,499     $ 4,301  
    Interest cost   12,283     10,762       11,158  
    Net amortization and deferral   (3,047 )   (2,758 )     (1,683 )

    Net periodic benefit cost $ 13,926   $ 12,503     $ 13,776  

    Change in benefit obligation 2001 2000

    Benefit obligation at beginning of year $ 170,587 $ 155,282
    Service cost 4,690 4,499
    Interest cost 12,283 10,762
    Actuarial loss (gain) 11,882 (13,838 )
    Benefits paid (11,414 ) (7,923 )
    Acquisitions and other (5,478 ) 21,805
    Liability transferred to defined
          benefit pension plans (117,645 )

    Benefit obligation at end of year $ 64,905 $ 170,587

     
    Funded status

    Benefit obligation in excess of plan assets $ (64,905 ) $ (170,587 )
    Unrecognized net actuarial (gain) (9,596 ) (22,472 )
    Unrecognized prior service cost (16,858 ) (12,224 )

    Net amount recognized $ (91,359 ) $ (205,283 )

                 
    Amounts recognized on the Consolidated
       Balance Sheet:

    Accrued benefit liability $ (91,359 ) $ (205,283 )

       
    The assumptions used to measure the postretirement benefit obligations are:  
                 
    2001 2000 1999

    Discount rate 7.25%
    7.5%
    7.5%
    Current medical cost trend rate 8.5%
    9%
    9.5%
    Ultimate medical cost trend rate 5.5%
    5.5%
    5.5%
    Medical cost trend rate decreases to
       ultimate in year 2007
    2007
    2007

    Page 13-29

    A one percentage point change in assumed health care cost trend rates would have the following effects:

    1% Increase 1% Decrease

    Effect on total of service and interest
          cost components $2,579    $(1,991 )
    Effect on postretirement benefit
       obligation $9,146 $(7,387 )

    Other — The Company has established nonqualified deferred compensation programs which permit officers, directors and certain management employees annually to elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred, Company match, and earnings on the deferrals. Deferred compensation expense was $3,374, $17,157 and $17,849 in 2001, 2000 and 1999, respectively.

    The Company has invested in corporate-owned life insurance policies to assist in funding these programs. The cash surrender values of these policies are in a rabbi trust and are recorded as assets of the Company.

    Note 10
    Shareholders' Equity

    Common Shares 2001 2000 1999

    Balance July 1 $ 58,301 $ 55,973 $ 55,906
       Shares issued under stock option plans
             (2001 – 807,293; 2000 – 331,421;
                1999 – 133,514) 404 164 67
       Shares issued for purchase acquisition 2,164

    Balance June 30 $ 58,705 $ 58,301 $ 55,973

                       
    Additional Capital

    Balance July 1 $ 328,938 $ 132,227 $ 139,726
       Net increase (decrease) for
          common shares issued under
          stock option plans 17,818 3,760 (2,194 )
       Shares issued for purchase acquisition 190,379 35
       Restricted stock (surrendered) (104 ) (24 )
       Shares related to ESOP (424 ) 2,572 (5,316 )

    Balance June 30 $ 346,228 $ 328,938 $ 132,227

                       
    Retained Earnings

    Balance July 1 $ 2,165,625 $ 1,872,356 $ 1,631,316
       Net income 340,792 368,232 310,501
       Cash dividends paid on common shares,  
             net of tax benefit of ESOP shares (79,921 ) (74,963 ) (69,461 )

    Balance June 30 $ 2,426,496 $ 2,165,625 $ 1,872,356

                       
    Unearned Compensation Related to ESOP

    Balance July 1 $ (110,818 ) $ (112,000 ) $
       Unearned compensation
             related to ESOP debt guarantee 14,420 13,747 (112,000 )
       ESOP shares related to acquisition (12,565 )

    Balance June 30 $ (96,398 ) $ (110,818 ) $ (112,000 )

    Page 13-30

    Deferred Compensation Related to Stock Options

    Balance July 1
    $
    1,304
    $
    $
       Deferred compensation
          related to stock options
    1,043
    1,304

    Balance June 30
    $
    2,347
    $
    1,304
    $

                       
    Accumulated Other Comprehensive (Loss)

    Balance July 1
    $
    (125,458 ) $ (92,858 ) $ (60,026 )
       Foreign currency translation (89,659 ) (32,600 ) (32,832 )
       Unrealized gain on marketable
          securities (net of tax of $7,768) 12,919
       Realized (gain) on marketable
          securities (net of tax of $1,406) (2,333 )

    Balance June 30
    $
    (204,531 ) $ (125,458 ) $ (92,858 )

                       
    Common Stock in Treasury

    Balance July 1
    $
    (8,434 ) $ (1,836 ) $ (83,472 )
       Shares purchased at cost
             ( 2000 – 288,543;
                   1999 – 1,538,633) (11,132 ) (48,734 )
       Shares issued under stock option plans
             (2001 – 82,047; 2000 – 122,957;
                   1999 – 369,847) 3,226 4,964 14,420
       Shares issued for purchase acquisition (17 ) 166
       Restricted stock issued (surrendered) 1,276 (413 ) (1,532 )
       Shares sold to ESOP 117,316

    Balance June 30
    $
    (3,932 ) $ (8,434 ) $ (1,836 )

    Shares surrendered upon exercise of stock options; 2001 - 269,771; 2000 - 235,386; 1999 - 88,188.

    Share Repurchases The Board of Directors has authorized the repurchase of a total of 5.05 million of the Company's common shares. At June 30, 2001, the remaining authorization to repurchase was 3.28 million shares. Repurchases are made on the open market, at prevailing prices, and are funded from operating cash flows. The shares are initially held as treasury stock.

    Note 11
    Stock Incentive Plans

    Employees' Stock Options – The Company's stock option and stock incentive plans provide for the granting of nonqualified options to officers and key employees to purchase shares of common stock at a price not less than 100 percent of the fair market value of the stock on the dates options are granted. Outstanding options generally are exercisable either one or two years after the date of grant and expire no more than ten years after grant.

    The Company derives a tax deduction measured by the excess of the market value over the option price at the date nonqualified options are exercised. The related tax benefit is credited to Additional capital.

    As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company continues to account for its stock option and stock incentive plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and makes no charges against capital with respect to options granted. SFAS No. 123 does, however, require the disclosure of pro forma information regarding Net Income and Earnings per share determined as if the Company had accounted for its stock options under the fair value method. For purposes of this pro forma disclosure the estimated fair value of the options is amortized to expense over the options' vesting period.

    Page 13-31

       
    2001    
    2000    
    1999

    Net income: As reported
    $ 340,792    
    $ 368,232    
    $ 310,501
    Pro forma
    $ 329,776
    $ 361,753
    $ 308,028
                         
    Earnings per share:
       Basic As reported
    $ 2.98
    $ 3.34
    $ 2.85
    Pro forma
    $ 2.89
    $ 3.28
    $ 2.83
                         
       Diluted As reported
    $ 2.96
    $ 3.31
    $ 2.83
      Pro forma
    $ 2.87  
    $ 3.25  
    $ 2.81  

    The fair value for the significant options granted in 2001, 2000 and 1999 were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

      Aug/00 Aug/99 Jan/99 Aug/98

    Risk-free interest rate 6.1% 6.1% 4.7% 5.3%
    Expected life of option 4.6 yrs 4.6 yrs 4.3 yrs 4.3 yrs
    Expected dividend yield of stock 1.6% 1.7% 1.9% 1.9%
    Expected volatility of stock 36.2% 33.8% 30.7% 28.4%

    Options exercisable and shares available for future grant on June 30:

    2001
       
    2000
       
    1999

    Options exercisable 3,256,705 3,483,071 3,065,577
    Weighted-average option price
       per share of options exercisable
    $  30.40
    $  25.51
    $  22.48
    Weighted-average fair value of
          options granted during the year
    $  12.44
    $  14.62
    $    8.35
    Shares available for grant 1,436,436 2,225,012 2,053,189

    A summary of the status and changes of shares subject to options and the related average price per share follows:

    Shares Subject
    Average Option
    To Options
    Price Per Share

    Outstanding June 30, 1999 4,252,846
    $ 24.77

       Granted 1,078,799
    44.48
       Assumed 429,485
    26.44
       Exercised (689,764 )
    18.96
       Canceled (101,464 )

    Outstanding June 30, 2000 4,969,902
    $ 30.03

       Granted 1,464,311
    36.00
       Exercised (1,159,111 )
    21.70
       Canceled (81,886 )

    Outstanding June 30, 2001 5,193,216
    $ 33.33

    The "Assumed" line identifies the options the Company assumed in the merger with Commercial Intertech and converted to options to purchase Parker Hannifin common stock. The exercise prices of the assumed options range from $11.53 to $49.75 after conversion into equivalent exercise prices of Parker Hannifin common stock. All other terms of the assumed options were unchanged.

    Page 13-32

    The range of exercise prices and the remaining contractual life of options as of June 30, 2001 were:


    Range of exercise prices $11-$22 $24-$38 $41-$50

    Options outstanding:
        Outstanding as of June 30, 2001 584,183 3,404,498 1,204,535
        Weighted-average remaining
            contractual life 2.7yrs 7.4yrs 7.7yrs
        Weighted-average exercise price   $ 17.51   $ 32.06   $ 44.56
       
    Options exercisable:
        Outstanding as of June 30, 2001 584,183 1,965,308 707,214
        Weighted-average remaining
            contractual life 2.7yrs 6.1yrs 7.5yrs
        Weighted-average exercise price   $ 17.51   $ 29.23   $ 44.30

    Restricted stock Restricted stock was issued, under the Company's 1993 Stock Incentive Program, to certain key employees under the Company's 1998-99-00, 1997-98-99 and 1996-97-98 Long Term Incentive Plans (LTIP). Value of the payments was set at the market value of the Company's common stock on the date of issuance. Shares were earned and awarded, and an estimated value was accrued, based upon attainment of criteria specified in the LTIP over the cumulative years of each 3-year Plan. Plan participants are entitled to cash dividends and to vote their respective shares, but the shares are restricted as to transferability for three years following issuance.

    Restricted Shares for LTIP Plan 2001 2000 1999

    Number of shares issued 26,976 8,023 15,774
    Per share value on date of issuance $ 39.32   $ 42.04   $ 40.53
    Total value $ 1,061   $ 337   $ 639

    Under the Company's 1999-00-01 LTIP, a payout of 17,206 shares of restricted stock, from the Company's 1993 Stock Incentive Program, will be issued to certain key employees in 2002. The balance of the 1999-00-01 LTIP payout will be made in cash or as deferred cash compensation, as individually elected by the participants. The total payout, valued at $5,349, has been accrued over the three years of the plan.

    In addition, non-employee members of the Board of Directors have been given the opportunity to receive all or a portion of their fees in the form of restricted stock. These shares vest ratably, on an annual basis, over the term of office of the director. In 2001, 2000 and 1999, 5,464, 6,012 and 5,867 shares were issued, respectively, in lieu of directors' fees.

    Non-employee Directors' Stock Options – In August 1996, the Company adopted a stock option plan for non-employee directors to purchase shares of common stock at a price not less than 100 percent of the fair market value of the stock on the date the options are granted. Outstanding options are exercisable either one or two years after the date of grant and expire no more than ten years after grant.

    A summary of the status and changes of shares subject to options and the related average price per share follows:

    Shares Subject Average Option
    To Options Price Per Share

    Outstanding June 30, 1999 29,000   $ 31.81

       Granted 7,650 45.00
       Exercised (3,250 ) 30.95
       Canceled (2,250 )

    Outstanding June 30, 2000 31,150   $ 35.21

       Granted 9,900 35.94
       Canceled (4,500 )

    Outstanding June 30, 2001 36,550 $ 35.96

    Page 13-33

    As of June 30, 2001, 22,825 options were exercisable and 326,950 shares were available for grant.

    At June 30, 2001, the Company had 7,028,599 common shares reserved for issuance in connection with its stock incentive plans.

    Note 12
    Shareholders' Protection Rights Agreement

    The Board of Directors of the Company declared a dividend of one Right for each share of Common Stock outstanding on February 17, 1997 in relation to the Company's Shareholder Protection Rights Agreement. As of June 30, 2001, 117,309,197 shares of Common Stock were reserved for issuance under this Agreement. Under certain conditions involving acquisition of or an offer for 15 percent or more of the Company's Common Stock, all holders of Rights, except an acquiring entity, would be entitled to purchase, at an exercise price of $100, a value of $200 of Common Stock of the Company or an acquiring entity, or at the option of the Board, to exchange each Right for one share of Common Stock. The Rights remain in existence until February 17, 2007, unless earlier redeemed (at one cent per Right), exercised or exchanged under the terms of the agreement. In the event of an unfriendly business combination attempt, the Rights will cause substantial dilution to the person attempting the business combination. The Rights should not interfere with any merger or other business combination that is in the best interest of the Company and its shareholders since the Rights may be redeemed.

    Note 13
    Research and Development

    Research and development costs amounted to $115,004 in 2001, $94,781 in 2000 and $86,953 in 1999. Customer reimbursements included in the total cost for each of the respective years were $17,143, $16,409 and $15,239. Costs include those costs related to independent research and development as well as customer reimbursed and unreimbursed development programs.

    Note 14
    Contingencies

    The Company is involved in various litigation arising in the normal course of business, including proceedings based on product liability claims, workers' compensation claims and alleged violations of various environmental laws. The Company is self-insured in the U.S. for health care, workers' compensation, general liability and product liability up to predetermined amounts, above which third party insurance applies. The Company purchases third party product liability insurance for products manufactured by its international operations and for products that are used in aerospace applications. Management regularly reviews the probable outcome of these proceedings, the expenses expected to be incurred, the availability and limits of the insurance coverage, and the established accruals for uninsured liabilities. While the outcome of pending proceedings cannot be predicted with certainty, management believes that any liabilities that may result from these proceedings will not have a material adverse effect on the Company's liquidity, financial condition or results of operations.

    Environmental – The Company is currently involved in environmental remediation at 22 manufacturing facilities presently or formerly operated by the Company and has been named as a "potentially responsible party," along with other companies, at two off-site waste disposal facilities and one regional Superfund site.

    Page 13-34

    As of June 30, 2001, the Company has a reserve of $17,870 for environmental matters which are probable and reasonably estimable. This reserve is recorded based upon the best estimate of net 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, the amount of the Company's liability in proportion to other responsible parties and any recoveries receivable. This reserve is net of $2,640 for discounting, at a 7.5% annual rate, a portion of the costs at five locations to operate and maintain remediation treatment systems as well as gauge treatment system effectiveness through monitoring and sampling over periods ranging from five to 23 years. The Company also has an account receivable, presented separately from the recorded liability on the Consolidated Balance Sheet, of $219 for anticipated insurance recoveries. The significant increase in environmental reserve from June 30, 2000 is a result of the addition of the environmental liabilities and corresponding environmental reserves from the Wynn's acquisition.

    The Company's estimated total liability for the above mentioned sites ranges from a minimum of $17,870 to a maximum of $40,782. The actual costs to be incurred by the Company will be dependent on final determination of remedial action required, negotiations with federal and state agencies, changes in regulatory requirements and technology innovation, the effectiveness of remedial technologies employed, the ability of other responsible parties to pay, and any insurance or third party recoveries.

    Note 15
    Quarterly Information (Unaudited)

    2001(a) 1st 2nd 3rd 4th Total

      
    Net sales $1,485,131 $1,467,619 $1,542,058 $1,484,796 $5,979,604
    Gross profit 326,102 315,255 320,815 289,276 1,251,448
    Income before extraordinary
       Item 125,046 78,314 91,452 49,358 344,170
    Net income 125,046 78,314 88,074 49,358 340,792
    Diluted earnings per share
       before extraordinary item 1.09 .68 .80 .42 2.99
    Diluted earnings
       per share 1.09 .68 .77 .42 2.96

    2000 (b) 1st 2nd 3rd 4th Total

      
    Net sales $1,249,212 $1,246,117 $1,401,587 $1,488,702 $5,385,618
    Gross profit 265,672 267,909 319,526 345,661 1,198,768
    Net income 73,594 74,963 106,703 112,972 368,232
    Diluted earnings
       per share .67 .68 .97 .99 3.31

    (a) Results for the first quarter include a gain on the sale of real property of $55,548 ($34,662 after-tax or $.30 per share) and a charge of $8,437 ($5,815 after-tax or $.05 per share) primarily related to certain asset impairments. Results for the fourth quarter include a charge of $28,008 ($17,477 after-tax or $.15 per share) related primarily to business realignment costs and certain corporate accruals.
       
    (b) Results for the first quarter include a charge of $8,555 ($5,560 after-tax or $.05 per share) related to business realignment costs and a non-cash impairment loss of $4,875 ($3,169 after-tax or $.03 per share) related to certain long-lived assets.

    As a result of the adoption of EITF 00-10 in the fourth quarter of 2001, Net sales have been restated for the first three quarters of 2001 and each of the quarters in 2000. Net sales increased $7,765, $7,543 and $7,856 in the 1st , 2nd and 3rd quarters of 2001 and $6,919, $6,910, $7,928 and $8,524 in the 1st , 2nd , 3rd and 4th quarters of 2000, respectively.

    Page 13-35

    Note 16
    Stock Prices and Dividends (Unaudited)

    (In dollars) 1st 2nd 3rd 4th Full Year

    2001 High $   39.69 $   47.44 $   46.75 $   50.10 $   50.10
    Low 31.00   31.25 37.66 38.50 31.00
    Dividends .170 .170 .180 .180 .700

    2000 High   $    48.13   $    51.44   $    54.00   $    48.31   $    54.00
    Low 43.13 41.19 33.94 34.25 33.94
    Dividends .170 .170 .170 .170 .680

    1999 High   $    38.75   $    38.31   $    39.75   $    50.50   $    50.50
    Low 26.56 27.00 29.50 34.00 26.56
      Dividends .150 .150 .170 .170 .640

    Common Stock Listing: New York Stock Exchange, Stock Symbol PH

       Page 13-36

    Report of Management

    The Company's management is responsible for the integrity and accuracy of the financial information contained in this annual report. Management believes that the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America appropriate in the circumstances and that the other information in this annual report is consistent with those statements. In preparing the financial statements, management makes informed judgments and estimates where necessary to reflect the expected effects of events and transactions that have not been completed.

    Management is also responsible for maintaining an internal control system designed to provide reasonable assurance at reasonable cost that assets are safeguarded against loss or unauthorized use and that financial records are adequate and can be relied upon to produce financial statements in accordance with accounting principles generally accepted in the United States of America. The system is supported by written policies and guidelines, by careful selection and training of financial management personnel and by an internal audit staff which coordinates its activities with the Company's independent accountants. To foster a strong ethical climate, the Parker Hannifin Code of Ethics, which is publicized throughout the Company, addresses, among other things, compliance with all laws and accuracy and integrity of books and records. The Company maintains a systematic program to assess compliance.

    PricewaterhouseCoopers LLP, independent accountants, is retained to conduct an audit of Parker Hannifin's consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to provide an independent assessment that helps ensure fair presentation of the Company's consolidated financial position, results of operations and cash flows.

    The Audit Committee of the Board of Directors is composed entirely of independent outside directors. The Committee meets periodically with management, internal auditors and the independent accountants to discuss internal accounting controls and the quality of financial reporting. Financial management, as well as the internal auditors and the independent accountants, have full and free access to the Audit Committee.

     

    /s/ D. E. Washkewicz /s/ M. J. Hiemstra
       
       
    Donald E. Washkewicz Michael J. Hiemstra
    President and Executive Vice President -
    Chief Executive Officer Finance and Administration
      and Chief Financial Officer
       

    Page 13-37

    Report of Independent Accountants

    To the Shareholders and Board of Directors
    Parker Hannifin Corporation

    In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, comprehensive income and cash flows present fairly, in all material respects, the financial position of Parker Hannifin Corporation (the "Company") and its subsidiaries at June 30, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    /s/ PricewaterhouseCoopers LLP

    Cleveland, Ohio
    July 27, 2001

    Page 13-38

    Five-Year Financial Summary

    (Amounts in thousands, except per share information) 2001 (a) 2000 1999 1998 (a) 1997

    Net sales $ 5,979,604 $ 5,385,618 $ 4,986,696 $ 4,658,229 $ 4,113,339
    Cost of sales 4,728,156 4,186,850 3,897,266 3,576,198 3,175,246
    Selling, general and administrative expenses 679,963 575,906 550,681 532,134 475,180
    Non-recurring charges — Restructuring & Asset impairment
    Interest expense 90,362 59,183 63,697 52,787 46,659
    Income taxes 189,426 193,955 167,193 180,762 150,828
    Income — continuing operations 344,170 368,232 310,501 323,226 274,039
    Net income 340,792 368,232 310,501 319,551 274,039
    Basic earnings per share — continuing operations 3.01 3.34 2.85 2.91 2.46
    Diluted earnings per share — continuing operations 2.99 3.31 2.83 2.88 2.44
    Basic earnings per share 2.98 3.34 2.85 2.88 2.46
    Diluted earnings per share $ 2.96 $ 3.31 $ 2.83 $ 2.85 $ 2.44
    Average number of shares outstanding — Basic 114,305 110,331 108,800 110,869 111,602
    Average number of shares outstanding — Diluted 115,064 111,245 109,679 111,959 112,518
    Cash dividends per share $ .700 $ .680 $ .640 $ .600 $ .506
    Net income as a percent of net sales 5.7% 6.8%   6.2%   6.9%   6.7%  
    Return on average assets 6.8% 8.8%   8.6%   9.8%   9.3%  
    Return on average equity 14.1% 17.7%   17.6%   19.8%   18.7%  

    Book value per share $ 21.99 $ 20.31 $ 17.03 $ 15.32 $ 13.87
    Working capital $ 783,233 $ 966,810 $ 1,020,171 $ 791,305 $ 783,550
    Ratio of current assets to current liabilities 1.6 1.8 2.4 1.8 2.1
    Plant and equipment, net $ 1,548,688 $ 1,340,915 $ 1,200,869 $ 1,135,225 $ 1,020,743
    Total assets 5,337,661 4,646,299 3,705,888 3,524,821 2,998,946
    Long-term debt 857,078 701,762 724,757 512,943 432,885
    Shareholders' equity $ 2,528,915 $ 2,309,458 $ 1,853,862 $ 1,683,450 $ 1,547,301
    Debt to debt-equity percent 35.7% 31.0%   29.8%   31.6%   24.5%  

    Depreciation $ 200,270 $ 167,356 $ 164,577 $ 153,633 $ 146,253
    Capital expenditures $ 334,748 $ 230,482 $ 230,122 $ 236,945 $ 189,201
    Number of employees 46,302 43,895 38,928 39,873 34,927
    Number of shareholders 50,731 47,671 39,380 44,250 43,014
    Number of shares outstanding at year-end 114,989 113,707 108,846 109,873 111,527

    Note: Net Sales and Cost of sales have been restated for 2000, 1999, 1998 and 1997 to include shipping costs charged to customers as a component of Net sales.
    (a) Includes an extraordinary item for the early retirement of debt.

    Page 13-39