Exhibit (13) to Report

On Form 10-K for Fiscal

Year Ended June 30, 2003

By Parker-Hannifin Corporation

 

Forward-Looking Statements

 

Forward-looking statements contained in this Annual Report and other written reports and oral statements are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. All statements regarding future performance, earnings projections, events or developments are forward-looking statements. It is possible that future performance and earnings projections of the Company and individual segments may differ materially from current expectations, depending on economic conditions within both its industrial and aerospace markets, and the Company’s ability to achieve anticipated benefits associated with announced realignment activities, strategic initiatives to improve operating margins and growth initiatives. A change in economic conditions in individual markets may have a particularly volatile effect on segment projections. Among other factors which may affect future performance are:

 

    changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments,
    uncertainties surrounding timing, successful completion or integration of acquisitions,
    threats associated with and efforts to combat terrorism,
    competitive market conditions and resulting effects on sales and pricing,
    increases in raw material costs that cannot be recovered in product pricing, and
    global economic factors, including currency exchange rates, difficulties entering new markets and general economic conditions such as interest rates.

 

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.

 

 

13-1


MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Management’s discussion and analysis is designed to provide the reader of the financial statements a narrative summary of the Company’s results of operations and financial condition. The discussion below is structured to separately discuss each of the financial statements presented on pages 13-10 to 13-14. All year references are to fiscal years.

 

Discussion of Consolidated Statement of Income

 

The Consolidated Statement of Income summarizes the Company’s operating performance over the last three fiscal years.

 

Net sales of $6.41 billion for 2003 were 4.3 percent higher than the $6.15 billion for 2002. Acquisitions completed in 2003 and the effects of foreign currency rate changes accounted for all of the sales increase. Lower demand was experienced in virtually all of the markets in the Industrial North American operations as the recession-like business conditions experienced in 2002 continued to prevail throughout 2003. Sales in the Industrial International operations were higher across most businesses in Latin America and the Asia Pacific region while sales in Europe remained flat. The Aerospace operations experienced lower demand in the commercial original equipment and aftermarket businesses.

 

Net sales of $6.15 billion for 2002 were 2.8 percent higher than the $5.98 billion for 2001. Acquisitions completed in 2002 accounted for all of the increase. Lower demand was experienced across all of the Company’s operations during 2002 except in the Climate & Industrial Controls Segment. The lower demand in 2002 resulted from recessionary business conditions that were present throughout the year. In the Industrial North American operations, lower demand was experienced across most markets, most notably in semi-conductor manufacturing, heavy-duty trucks and factory automation. Sales in the Industrial International operations were lower across all businesses in Europe, Latin America and the Asia Pacific region. Currency rate changes reduced volume increases within the Industrial International operations by $26.7 million. The Aerospace operations experienced lower demand in the commercial original equipment and aftermarket businesses.

 

The Company expects sales in the Industrial North American operations to remain essentially the same as 2003 with operating profits improving as a result of the Company’s continued focus on financial performance initiatives. Sales in the Industrial European operations are expected to increase marginally with profits improving as a result of financial performance initiatives, including the continued movement of production facilities to low cost countries. Sales and profits in the Asia Pacific and Latin America regions are anticipated to grow as business conditions in substantially all markets are expected to improve. In Latin America, the economic uncertainty in Argentina and Brazil may temper the extent of the market improvements. The Aerospace operations expect the commercial OEM and aftermarket businesses to be depressed throughout 2004. The defense business is projected to remain relatively constant. The Climate & Industrial Controls operations are expected to experience the same economic conditions as the Industrial North American operations. As part of the Company’s financial performance initiatives, the recognition of additional business realignment charges may be required in 2004.

 

Gross profit margin as a percent of sales was 17.2 percent in 2003 compared to 16.8 percent in 2002 and 20.9 percent in 2001. The higher margins in 2003 reflect the effect of the Company’s financial performance initiatives and less business realignment costs recorded in 2003 than in 2002.

 

The lower margins in 2002 reflect lower sales volume experienced across all of the Company’s operations and a reduction in inventories in the Industrial operations, resulting in the underabsorption of manufacturing costs, as well as the effect of business realignment costs.

 

Selling, general and administrative expenses as a percent of sales remained at the 2002 level of 11.2 percent, and declined from 11.4 percent in 2001. Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” and ceased amortizing goodwill as of that date. Selling, general and administrative expenses in 2001 included $59.6 million of goodwill amortization.

 

Goodwill impairment loss of $39.5 million in 2002 resulted from the Company’s goodwill impairment tests required to be performed under the provisions of SFAS No. 142. No impairment loss was required to be recognized in 2003.

 

Interest expense decreased by $0.9 million in 2003 after a decrease of $13.3 million in 2002. The decrease in both 2003 and 2002 was primarily due to lower weighted-average interest rates. Interest expense in 2001 included $5.4 million related to an early-redemption premium and the write-off of deferred issuance costs.

 

Interest and other (income), net was $3.0 million in 2003 compared to $2.5 million in 2002 and $4.8 million in 2001. Fiscal 2001 includes a $3.7 million gain on the sale of marketable equity securities and $3.0 million of business realignment charges.

 

 

13-2


Loss (gain) on disposal of assets was a $3.8 million loss in 2003, an $8.5 million loss in 2002 and a $47.7 million gain in 2001. The loss in 2003 includes $10.2 million in losses related to fixed asset disposals and a $7.4 million gain on the divestiture of a business. The loss in 2002 includes $9.4 million of certain asset impairments (see Note 3 on page 13-20 for further discussion) offset by a $4.5 million gain on business divestitures. The gain in 2001 included a gain on the sale of real property offset by certain asset impairments (see Note 3 on page 13-20 for further discussion).

 

Income taxes decreased to an effective rate of 34.0 percent in 2003, compared to 40.3 percent in 2002 and 35.5 percent in 2001. The higher tax rate in 2002 was primarily due to the effect of the goodwill impairment loss, which was non deductible for tax purposes.

 

Net income of $196.3 million for 2003 was 50.8 percent higher than 2002. Net income of $130.2 million for 2002 was 61.8 percent lower than 2001. Net income as a percentage of sales was 3.1 percent in 2003, compared to 2.1 percent in 2002 and 5.7 percent in 2001. In addition to the individual income statement items discussed above, net income in 2003 and 2002 was adversely affected by an additional expense of approximately $16.9 million and $23.5 million, respectively, related to domestic qualified defined benefit plans. The increase in expense associated with the Company’s domestic qualified defined benefit plans results from a lower market value of plan assets and changes in actuarial assumptions regarding the long-term rate of return on plan assets and the discount rate. Net income in 2004 is expected to be adversely affected by an additional $30.0 million in excess of the 2003 expense for domestic qualified defined benefit plans.

 

Other comprehensive income (loss) – Items included in other comprehensive income (loss) are gains and losses that under generally accepted accounting principles are recorded directly into stockholders’ equity. The Company’s items of comprehensive income (loss) include foreign currency translation adjustments, unrealized gains or losses on marketable equity securities and a minimum pension liability. The effect of currency rate changes resulted in an increase in shareholders’ equity of $99.0 million in 2003 compared to an increase of $69.7 million in 2002 and a decrease of $89.7 million in 2001. The change in 2003 and 2002 resulted primarily from a weaker U.S. dollar against the Euro. In 2003 and 2002, a minimum pension liability of $425.0 million ($297.5 million after-tax) and $172.3 million ($107.6 million after-tax), respectively, was recorded in comprehensive income in accordance with the requirements of SFAS No. 87 (see Note 10 on page 13-25 for further discussion).

 

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. See Note 1 on page 13-15 for a description of the Company’s reportable business segments.

 

Industrial Segment

     2003

    2002

    2001

 

Operating income as a percent of sales

   5.7 %   5.0 %   9.8 %

Return on average assets

   6.4 %   5.5 %   12.9 %

 

Sales for the Industrial North American operations were $2.84 billion in 2003, a 1.7 percent increase from 2002, following a decrease in 2002 of 5.1 percent over 2001. All of the sales increase in 2003 was attributable to current-year acquisitions. Customer demand in virtually all of the North American Industrial markets continued to be weak throughout 2003 as the North American economy remained stagnant. Sales in 2002 reflect the continuation of the lower demand that began in 2001 in virtually all markets. Markets affected more than others in 2002 included semi-conductor manufacturing, telecommunications, mobile equipment and factory automation.

 

Industrial International sales were $1.58 billion in 2003, a 23.9 percent increase from 2002, after remaining unchanged in 2002 from 2001. Current-year acquisitions and the effect of foreign currency exchange rates accounted for about 80 percent of the sales increase. Higher volume was experienced in virtually all markets in the Latin America and Asia Pacific regions while sales in the European businesses were flat. Sales in 2002 reflect the sales contribution from acquisitions being offset by lower volume experienced across almost all of the Industrial International businesses in Europe and the semi-conductor manufacturing businesses in the Asia Pacific region and the negative impact of foreign currency rate changes.

 

Industrial North American operating income was $155.3 million, an increase of 9.9 percent from 2002, following a decline in 2002 of 56.2 percent from 2001. Income from operations as a percent of sales was 5.5 percent in 2003 compared to 5.1 percent in 2002 and 11.0 percent in 2001. Included in operating income in 2003, 2002 and 2001 are business realignment charges of $8.3 million, $8.9 million and $13.2 million, respectively. The business realignment charges resulted from actions the Company took to structure the Industrial North American operations to operate in their

 

 

 

13-3


then current economic environment and primarily consisted of severance costs and costs relating to the consolidation of manufacturing operations. Operating income in 2001 included goodwill amortization of $31.1 million. The increase in margins in 2003 was primarily due to operating efficiencies and product mix. Margins in 2002 were adversely affected by the lower sales volume experienced across virtually all markets, with a significant decline in sales volume experienced by historically higher margin markets. Acquisitions, not yet fully integrated, also negatively impacted margins in both 2003 and 2002.

 

Industrial International operating income was $96.3 million, an increase of 58.6 percent from 2002, following a decrease of 39.8 percent in 2002 from 2001. Income from operations as a percent of sales was 6.1 percent in 2003 compared to 4.7 percent in 2002 and 7.3 percent in 2001. Operating income in 2003, 2002 and 2001 included $7.9 million, $7.4 million and $5.9 million, respectively, of business realignment charges that were taken primarily to appropriately structure the European operations. Operating income in 2001 included goodwill amortization of $12.4 million. The higher margins in 2003 were primarily due to the higher volume in the Asia Pacific region as well as operating efficiencies experienced in most of the European businesses. In 2002 lower margins were earned across most businesses in Europe and the Asia Pacific region due to the lower sales volume and the resulting underabsorption of overhead costs.

 

Industrial Segment order rates were lower throughout 2003 as virtually all markets continued to experience weak end-user demand. The Company expects order entry levels in most markets of the Industrial North American operations to be relatively flat throughout 2004 reflecting the continuation of the recession-like conditions experienced in 2003. Operating income in the Industrial North American operations is expected to increase as a result of the Company’s financial performance initiatives and improvements stemming from recent business realignment actions. Industrial European operations in 2004 are anticipated to track closely with the Industrial North American operations with improvements in profitability stemming from recent business realignment actions, including expanding the use of low-cost countries for production. The Asia Pacific region and Latin American operations are expected to continue to improve as the Company continues to expand its operations into these regions with demand in substantially all markets expected to grow in 2004. The extent of the expected improvement in Latin America will be affected by the economic uncertainties in Argentina and Brazil. As part of the Company’s financial performance initiatives, the recognition of additional business realignment charges may be required in 2004.

 

Backlog for the Industrial Segment was $638.8 million at June 30, 2003, compared to $688.8 million at the end of 2002 and $667.9 million at the end of 2001. The decrease in backlog from 2002 to 2003 results from shipments exceeding new order rates. The increase in backlog from 2001 to 2002 is attributable to acquisitions partially offset by lower order rates experienced across most Industrial markets throughout 2002.

 

Assets for the Industrial Segment increased 1.9 percent in 2003 after an increase of 11.5 percent in 2002. The increase in 2003 was primarily due to the effect of currency fluctuations partially offset by decreases in accounts receivable, inventory and property, plant and equipment. The increase in 2002 was primarily due to the addition of assets from acquisitions and the effect of currency fluctuations.

 

Aerospace Segment

     2003

    2002

    2001

 

Operating income as a percent of sales

   14.2 %   16.1 %   18.2 %

Return on average assets

   24.2 %   27.2 %   30.8 %

 

Sales for the Aerospace operations were $1.11 billion in 2003, a 5.4 percent decline from 2002, following a decrease in 2002 of 2.7 percent over 2001. The decrease in sales in 2003 was primarily due to a decline in both commercial original equipment manufacturers (OEM) and aftermarket volume, partially offset by an increase in military volume. The lower sales in 2002 reflected the slowdown in activity in both the commercial original equipment and aftermarket businesses as commercial carriers delayed shipments of new aircraft and required fewer replacement parts for existing aircraft. Partially offsetting the sales decline was an increase in the military original equipment and aftermarket businesses.

 

Aerospace operating income was $157.3 million in 2003, $189.4 million in 2002 and $218.9 million in 2001. Included in operating income in 2003 and 2002 were $2.5 million and $4.7 million, respectively, in business realignment charges primarily related to severance costs as the workforce was adjusted in response to declining commercial aircraft orders. Operating income in 2001 included goodwill amortization of $7.8 million. The lower margins in 2003 were primarily due to lower sales in the commercial OEM and aftermarket businesses partially offset by an increase in volume in military business. The lower margins in 2002 resulted from a lower mix of higher margin aftermarket business as well as the overall lower sales volume, resulting in lower capacity utilization.

 

Backlog at June 30, 2003 and 2002 was $1.01 billion compared to $1.21 billion in 2001. Backlog remained flat in 2003

 

13-4


due to higher order rates in military business being offset by lower order rates in the commercial aircraft and regional jet market. The lower backlog in 2002 reflects the slowdown in order rates in the commercial aircraft and regional jet market. The downward trend in commercial order rates experienced in 2003 is expected to continue throughout 2004 as commercial airline carriers continue to delay orders for new aircraft and existing aircraft log fewer miles due to reduced commercial airline travel. Order rates in the military market are expected to remain steady in 2004.

 

Assets declined 8.3 percent in 2003 after declining 4.4 percent in 2002. The decline in 2003 was primarily due to a decline in accounts receivable, inventory and property, plant and equipment. The decline in 2002 was primarily due to a decline in accounts receivable resulting from the lower sales volume.

 

Climate & Industrial Controls Segment

     2003

    2002

    2001

 

Operating income as a percent of sales

   9.5 %   7.8 %   7.5 %

Return on average assets

   16.6 %   14.2 %   13.3 %

 

The Climate & Industrial Controls Segment consists of several business units which produce motion-control systems and components for use in the refrigeration and air conditioning and transportation industries. These businesses were previously included in the Other Segment. All prior year amounts have been reclassified to conform to the current year presentation.

 

Climate & Industrial Controls Segment sales in 2003 were $665.6 million, an 8.7 percent increase from 2002, following a 13.7 percent increase from 2001. Acquisitions and the effect of foreign currency exchange rates accounted for about one-half of the sales increase in 2003. Higher demand in the mobile and refrigeration and air conditioning markets accounted for the balance of the sales increase in 2003 and the increase in sales from 2001 to 2002. Operating income increased 32.2 percent in 2003 following an increase in 2002 of 19.3 percent from 2001. Operating income in 2003 and 2002 includes $1.2 million and $2.3 million, respectively, of business realignment charges. Operating income in 2001 included goodwill amortization of $4.3 million. The higher margins were primarily the result of the higher sales volume.

 

Backlog was $117.3 million at June 30, 2003, compared to $122.3 million at the end of 2002 and $100.1 million at the end of 2001. The increase in the backlog in 2002 was primarily due to acquisitions.

 

Assets decreased 2.6 percent in 2003 after an increase of 33.3 percent in 2002. The decrease in assets in 2003 was due to the effect of currency fluctuations. The increase in assets in 2002 was due to acquisitions.

 

Other Segment

     2003

    2002

    2001

 

Operating income as a percent of sales

   5.5 %   2.3 %   6.9 %

Return on average assets

   5.8 %   4.6 %   2.4 %

 

The Other Segment consists of a business unit which designs and manufactures custom-engineered buildings (beginning in 2001) and a business unit which develops and manufactures chemical car care and industrial products (beginning in 2002). In June 2002 the Company divested businesses included in the Other Segment only in 2002 which administered vehicle service contract programs and product-related service programs. All of these businesses were classified as assets held for sale prior to the inclusion in the Other Segment.

 

Other Segment sales were $210.3 million in 2003, $293.0 million in 2002 and $17.7 million in 2001. The decrease in sales in 2003 was primarily due to the divestitures noted above. The inclusion of sales from businesses previously classified as assets held for sale accounted for all of the sales increase from 2001 to 2002. Operating income was $11.6 million in 2003, $6.7 million in 2002 and $1.2 million in 2001. Operating income in 2003 and 2002 included $1.3 million and $4.7 million, respectively, of business realignment charges. The increase in margins in 2003 was primarily due to operating efficiencies. The decline in margins in 2002 was attributable to businesses previously classified as assets held for sale, which were not fully integrated.

 

Backlog was $41.0 million at June 30, 2003, compared to $42.0 million at the end of 2002 and $9.1 million at the end of 2001. The increase in 2002 is attributable to the businesses previously classified as assets held for sale.

 

Assets increased 11.5 percent in 2003 after an increase of 90.0 percent in 2002. The increase in assets in 2003 was primarily due to the effect of currency fluctuations. The increase in assets in 2002 was due to the inclusion of assets from businesses previously classified as held for sale.

 

Corporate assets increased 33.5 percent in 2003 and declined 20.3 percent in 2002. The increase in 2003 was primarily due to an increase in cash and cash equivalents. The 2001 amount included assets from businesses previously classified as held for sale.

 

 

13-5


Discussion of Consolidated 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.

 

The effect of currency rate changes during the year caused a $99.0 million increase in Shareholders’ equity. These rate changes also caused significant increases in accounts receivable, inventories, goodwill, plant and equipment, accounts payable, various accrual accounts and long-term debt.

 

Working capital and the current ratio were as follows:

 

Working Capital (millions)    2003

   2002

Current Assets

   $ 2,397    $ 2,236

Current Liabilities

     1,424      1,360

Working Capital

     973      876

Current Ratio

     1.68      1.64

 

Accounts receivable are primarily receivables due from customers for sales of product ($912.1 million at June 30, 2003, compared to $923.1 million at June 30, 2002). The current year decrease in accounts receivable is primarily due to a decrease in sales volume primarily in the Industrial North American and Aerospace operations, partially offset by the effect of currency rate changes. Days sales outstanding for the Company remained constant at 55 days in 2003 compared to 2002. The allowance for doubtful accounts in 2003 was unchanged from 2002.

 

Inventories decreased to $997.2 million at June 30, 2003, compared to $1,052.0 million a year ago. The decrease was primarily due to a concerted effort in the Industrial North American and Aerospace operations to reduce inventory levels, partially offset by the effect of currency rate changes. Days supply of inventory on hand decreased to 82 days in 2003 from 87 days in 2002.

 

Plant and equipment, net of accumulated depreciation, decreased $39.5 million in 2003 as a result of depreciation expense exceeding capital expenditures.

 

Investments and other assets increased $44.1 million in 2003 primarily as a result of a discretionary cash contribution made by the Company to its qualified defined benefit plans.

 

Goodwill increased $24.8 million in 2003 as a result of the effect of foreign currency changes. Effective July 1, 2001 the Company adopted SFAS No. 142 and therefore further amortization of goodwill has been discontinued.

 

Intangible assets, net consist primarily of patents, trademarks and engineering drawings. Intangible assets, net increased $8.2 million in 2003 primarily due to current-year acquisitions.

 

Notes payable and long-term debt payable within one year and Long-term debt – see Cash Flows from Financing Activities discussion on page 13-7.

 

Accounts payable, trade decreased $6.4 million in 2003 as a result of lower purchasing levels in the Company’s Industrial North American operations, partially offset by the effect of currency rate changes.

 

Accrued payrolls and other compensation increased to $197.7 million in 2003 from $187.0 million in 2002 primarily as a result of the effect of currency rate changes.

 

Accrued domestic and foreign taxes increased to $65.1 million in 2003 from $48.3 million in 2002 primarily due to higher foreign taxable income in 2003.

 

Pensions and other postretirement benefits increased 81.1 percent in 2003. The change in this amount is explained further in Note 10 to the Consolidated Financial Statements.

 

Deferred income taxes decreased $56.2 million in 2003 primarily due to the tax effect related to the additional minimum pension liability recorded in 2003.

 

Common stock in treasury increased to $4.5 million in 2003 from $3.6 million in 2002 due to current year share repurchases.

 

Discussion of Consolidated Statement of Cash Flows

 

The Consolidated Statement of Cash Flows reflects cash inflows and outflows from the Company’s operating, investing and financing activities.

 

Cash and cash equivalents increased $199.5 million in 2003 after increasing $22.8 million in 2002.

 

13-6


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 2003 was $557.5 million compared to $631.0 million in 2002 and $528.8 million in 2001. The decrease in net cash provided by operating activities in 2003 was primarily the result of a $108.0 million discretionary cash contribution to the Company’s qualified defined benefit plans.

 

Cash Flows Used In Investing Activities – Net cash used in investing activities was $137.2 million in 2003 compared to $608.7 million in 2002 and $819.8 million in 2001. The significant decrease in the amount of cash used in investing activities in 2003 is attributable to a reduction in acquisition activity as well as a reduction in capital expenditures. The reduction in capital expenditures in 2003 can be attributed to the consolidation of manufacturing facilities, lean manufacturing initiatives, and a decline in product demand. Refer to Note 2 on page 13-19 for a summary of net assets of acquired companies at their respective acquisition dates.

 

Cash Flows From Financing Activities – Net cash used in financing activities was $222.2 million in 2003 compared to using cash of $0.8 million in 2002 and providing cash of $247.5 million in 2001. In 2003 the Company decreased its outstanding borrowings by a net total of $145.8 million compared to an increase of $61.7 million in 2002. The lower borrowing level in 2003 was due to the decline in acquisition activity and capital expenditure requirements.

 

During 2003 the Company issued $225 million of fixed rate senior notes due 2013 utilizing its universal shelf registration statement. The proceeds from this issuance were used to reduce commercial paper note borrowings. After giving effect to this issuance, the Company now has the availability to issue securities with an aggregate initial offering price of up to $775 million. Securities that may be issued under this shelf registration statement include debt securities, common stock, serial preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units.

 

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. As a means of achieving 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)    2003

    2002

 

Debt

   $ 1,391     $ 1,506  

Debt & Equity

     3,911       4,089  

Ratio

     35.6 %     36.8 %

 

Common share activity in 2003 primarily includes the exercise of stock options and the purchase of shares of the Company’s common stock for treasury.

 

Dividends have been paid for 212 consecutive quarters, including a yearly increase in dividends for the last 47 fiscal years. The current annual dividend rate is $.76 per share.

 

As of June 30, 2003 the Company has committed lines of credit totaling $825 million through two multi-currency unsecured revolving credit agreements. The credit agreements support the Company’s commercial paper note program, which is rated A-1 by Standard & Poor’s, P-1 by Moody’s and F-1 by Fitch, Inc. The revolving credit agreements contain provisions that increase the facility fee of the credit agreement in the event the Company’s credit ratings are changed. A credit rating change would not limit the Company’s ability to use the credit agreements nor would it accelerate the repayment of any outstanding borrowings.

 

The Company seeks to minimize its total cost of borrowing and therefore uses its commercial paper note program as its primary source of working capital liquidity. The primary alternative source of borrowing for working capital liquidity is the committed lines of credit, which typically bear a higher cost of borrowing.

 

The Company’s revolving credit agreements and certain debt agreements contain certain financial and other covenants, the violation of which would limit or preclude the use of the agreements for future borrowings. The Company is in compliance with all covenants and expects to remain in compliance during the term of the agreements.

 

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.

 

Contractual Obligations – The Company is obligated to make future payments in fixed amounts primarily under long-term debt and various lease agreements. The following table summarizes the Company’s fixed contractual obligations.

 

13-7


In thousands


   Payments due by period

Contractual obligations


   Total

   Less than 1
year


   1-3 years

   3-5 years

  

More

than 5

years


Long-term debt

   $ 1,356,034    $ 390,185    $ 382,727    $ 80,150    $ 502,972

Operating leases

     155,723      53,541      59,749      21,309      21,124

Capital lease obligations

     7,111      6,628      477      6       
    

  

  

  

  

Total

   $ 1,518,868    $ 450,354    $ 442,953    $ 101,465    $ 524,096
    

  

  

  

  

 

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 carrying and fair value of open contracts and any risk to the Company as a result of these arrangements is not material to the Company’s financial position, liquidity or results of operations.

 

The Company’s debt portfolio contains variable rate debt, inherently exposing the Company to interest rate risk. The Company’s objective is to maintain a 60/40 mix between fixed rate and variable rate debt thereby limiting its exposure to changes in near-term interest rates. In addition, the Company has entered into an interest rate swap agreement for a $200 million notional principal amount. The agreement is with a major financial institution and the risk of loss is considered remote. The carrying value and fair value of the swap agreement is not material to the Company’s financial position, liquidity or results of operations. A 100 basis point increase in near-term interest rates would increase annual interest expense on variable rate debt by approximately $3 million.

 

Off-Balance Sheet Arrangements

 

The Company does not have off-balance sheet arrangements with unconsolidated entities.

 

Critical Accounting Policies

 

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. The policies discussed below are considered by management to be more critical than other policies because their application places the most significant demands on management’s judgment.

 

Revenue recognition – Substantially all of the Industrial Segment, the Climate & Industrial Controls Segment and the Other Segment revenues are recognized when the risks and rewards of ownership and title to the product has transferred to the customer. This generally takes place at the time the product is shipped. The Aerospace Segment uses the percentage of completion method to recognize a portion of its revenue. The percentage of completion method requires the use of estimates of costs to complete long-term contracts and for some contracts includes estimating costs related to aftermarket orders. The estimation of these costs requires substantial judgment on the part of management due to the duration of the contracts as well as the technical nature of the products involved. Adjustments to estimated costs are made on a consistent basis and a contract reserve is established when the costs to complete a contract exceed the contract revenues.

 

Impairment of Goodwill and Long-lived Assets – Goodwill is tested for impairment, at the reporting unit level, on an annual basis and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit’s goodwill may exceed its fair value. A discounted cash flow model is used to estimate the fair value of a reporting unit. This model requires the use of long-term planning forecasts and assumptions regarding industry specific economic conditions that are outside the control of the Company. Long-lived assets held for use are evaluated for impairment whenever events or circumstances indicate that the undiscounted net cash flows to be generated by their use and eventual disposition is less than their carrying value. The long-term nature of these assets require the estimation of its cash inflows and outflows several years into the future and only takes into consideration technological advances known at the time of the impairment test.

 

13-8


Inventories – Inventories are valued at the lower of cost or market. Cost is determined on the last-in, first-out basis for a majority of U.S. inventories and on the first-in, first-out basis for the balance of the Company’s inventories. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management’s review of inventories on hand compared to estimated future usage and sales.

 

Pensions and Postretirement Benefits Other Than Pensions – The annual net periodic expense and benefit obligations related to the Company’s defined benefit plans are determined on an actuarial basis. This determination requires critical assumptions regarding the discount rate, long-term return on plan assets, increases in compensation levels, amortization periods for actuarial gains and losses and health care cost trends. Assumptions are determined based on Company data and appropriate market indicators, and are evaluated each year as of the plan’s measurement date. Changes in the assumptions to reflect actual experience could result in a material change in the annual net periodic expense and benefit obligations reported in the financial statements. For the Company’s domestic defined benefit plans, a one-half percentage point change in the assumed long-term rate of return on plan assets is estimated to have a $6 million effect on pension expense and a one-half percentage point decrease in the discount rate is estimated to increase pension expense by $13 million.

 

Further information on pensions and postretirement benefits other than pensions is provided in Note 10 to the Consolidated Financial Statements.

 

Other Loss Reserves – The Company has a number of loss exposures incurred in the ordinary course of business such as environmental claims, product liability, litigation, recoverability of deferred income tax benefits and accounts receivable reserves. Establishing loss reserves for these matters requires management’s estimate and judgment with regards to risk exposure and ultimate liability or realization. These loss reserves are reviewed periodically and adjustments are made to reflect the most recent facts and circumstances.

 

Recently Issued Accounting Pronouncements

 

In April 2003 the Financial Accounting Standards Board (FASB) issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and is effective for contracts entered into or modified after June 30, 2003. In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for classifying and measuring financial instruments with characteristics of both liabilities and equity. It requires classifying a financial instrument that is within its scope as a liability and is effective in the first interim period beginning after June 15, 2003. The implementation of these accounting pronouncements is not expected to have a material effect on the Company’s results of operations, cash flows or financial position.

 

13-9


Consolidated Statement of Income

 

     For the years ended June 30,

 

(Dollars in thousands, except per share amounts)


   2003

    2002

    2001

 

Net sales

   $ 6,410,610     $ 6,149,122     $ 5,979,604  

Cost of sales

     5,309,775       5,116,570       4,728,156  
    


 


 


Gross profit

     1,100,835       1,032,552       1,251,448  

Selling, general and administrative expenses

     721,065       686,485       679,963  

Goodwill impairment loss (Note 7)

             39,516          

Interest expense

     81,561       82,484       95,775  

Interest and other (income), net

     (3,016 )     (2,483 )     (4,800 )

Loss (gain) on disposal of assets

     3,843       8,514       (47,673 )
    


 


 


Income before income taxes

     297,382       218,036       528,183  

Income taxes (Note 4)

     101,110       87,886       187,391  
    


 


 


Net income

   $ 196,272     $ 130,150     $ 340,792  
    


 


 


Earnings per share (Note 5)

                        

Basic earnings per share

   $ 1.69     $ 1.13     $ 2.98  
    


 


 


Diluted earnings per share

   $ 1.68     $ 1.12     $ 2.96  
    


 


 


 

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

 

Consolidated Statement of Comprehensive Income

 

     For the years ended June 30,

 

(Dollars in thousands)


   2003

    2002

    2001

 

Net income

   $ 196,272     $ 130,150     $ 340,792  

Other comprehensive income (loss), net of taxes (Note 11):

                        

Foreign currency translation adjustment

     99,029       69,673       (89,659 )

Minimum pension liability

     (297,487 )     (107,563 )        

Net unrealized (loss) gain on marketable equity securities

     (27 )     (5,076 )     10,586  
    


 


 


Comprehensive income (loss)

   $ (2,213 )   $ 87,184     $ 261,719  
    


 


 


 

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

 

13-10


Business Segment Information

 

By Industry

 

(Dollars in thousands)


   2003

   2002

   2001

 

Net sales:

                      

Industrial:

                      

North America

   $ 2,840,628    $ 2,792,315    $ 2,941,697  

International

     1,584,443      1,278,694      1,275,516  

Aerospace

     1,109,566      1,172,608      1,205,624  

Climate & Industrial Controls

     665,629      612,533      539,032  

Other

     210,344      292,972      17,735  
    

  

  


     $ 6,410,610    $ 6,149,122    $ 5,979,604  
    

  

  


Segment operating income (a):

                      

Industrial:

                      

North America

   $ 155,258    $ 141,315    $ 322,786  

International

     96,301      60,721      92,561  

Aerospace

     157,295      189,353      218,851  

Climate & Industrial Controls

     63,441      47,980      40,232  

Other

     11,584      6,663      1,219  
    

  

  


Total segment operating income

     483,879      446,032      675,649  

Corporate administration

     80,147      73,335      85,738  
    

  

  


Income before interest expense and other

     403,732      372,697      589,911  

Interest expense

     81,561      82,484      95,775  

Other expense (income)

     24,789      72,177      (34,047 )
    

  

  


Income before income taxes

   $ 297,382    $ 218,036    $ 528,183  
    

  

  


Identifiable assets:

                      

Industrial

   $ 3,954,929    $ 3,883,107    $ 3,528,652  

Aerospace

     622,960      679,371      710,555  

Climate & Industrial Controls

     376,730      386,619      290,069  

Other

     211,521      189,769      99,937  
    

  

  


       5,166,140      5,138,866      4,629,213  

Corporate (b)

     819,493      613,717      708,448  
    

  

  


     $ 5,985,633    $ 5,752,583    $ 5,337,661  
    

  

  


Property additions (c):

                      

Industrial

   $ 145,357    $ 295,139    $ 412,042  

Aerospace

     12,092      20,266      37,152  

Climate & Industrial Controls

     8,811      36,384      14,959  

Other

     1,815      10,728      —    

Corporate

     1,555      4,679      12,006  
    

  

  


     $ 169,630    $ 367,196    $ 476,159  
    

  

  


Depreciation:

                      

Industrial

   $ 200,772    $ 183,917    $ 160,577  

Aerospace

     20,115      19,806      19,729  

Climate & Industrial Controls

     20,545      19,675      15,894  

Other

     2,432      2,251      368  

Corporate

     4,617      5,586      3,702  
    

  

  


     $ 248,481    $ 231,235    $ 200,270  
    

  

  


 

13-11


By Geographic Area (d)

 

(Dollars in thousands)


   2003

   2002

   2001

Net sales:

                    

North America

   $ 4,501,098    $ 4,567,370    $ 4,561,217

International

     1,909,512      1,581,752      1,418,387
    

  

  

     $ 6,410,610    $ 6,149,122    $ 5,979,604
    

  

  

Long-lived assets:

                    

North America

   $ 1,168,882    $ 1,249,767    $ 1,186,834

International

     488,543      447,198      361,854
    

  

  

     $ 1,657,425    $ 1,696,965    $ 1,548,688
    

  

  

 

Certain prior year amounts have been reclassified to conform to the current year presentation including the presentation of Climate & Industrial Controls as a separate reporting segment as a result of the net sales of this business exceeding the 10% materiality threshold set forth in SFAS No. 131.

 

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)   Income before income taxes for 2001 includes goodwill amortization of $59,582 ($31,056 in Industrial North America; $12,369 in Industrial International; $7,800 in Aerospace; $4,347 in Climate & Industrial Controls, and $4,010 in Other expense (income)).

 

(b)   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.

 

(c)   Includes value of net plant and equipment at the date of acquisition of acquired companies accounted for by the purchase method and the reclassification of assets previously held for sale (2003 - $11,370; 2002 - $160,632; 2001 - $141,411).

 

(d)   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.

 

13-12


Consolidated Balance Sheet

 

     June 30,

 

(Dollars in thousands)


   2003

    2002

 

Assets

                

Current Assets

                

Cash and cash equivalents

   $ 245,850     $ 46,384  

Accounts receivable, less allowance for doubtful accounts (2003 – $15,304; 2002 – $15,396)

     1,002,060       1,006,313  

Inventories (Notes 1 and 6):

                

Finished products

     475,057       531,821  

Work in process

     399,574       353,410  

Raw materials

     122,536       166,737  
    


 


       997,167       1,051,968  

Prepaid expenses

     51,949       48,532  

Deferred income taxes (Notes 1 and 4)

     99,781       82,421  
    


 


Total Current Assets

     2,396,807       2,235,618  

Plant and equipment (Note 1):

                

Land and land improvements

     174,682       167,915  

Buildings and building equipment

     924,065       873,152  

Machinery and equipment

     2,379,611       2,245,295  

Construction in progress

     58,425       67,896  
    


 


       3,536,783       3,354,258  

Less accumulated depreciation

     1,879,358       1,657,293  
    


 


       1,657,425       1,696,965  

Investments and other assets (Note 1)

     720,022       675,877  

Goodwill (Notes 1 and 7)

     1,108,610       1,083,768  

Intangible assets, net (Notes 1 and 7)

     59,444       51,286  

Deferred income taxes (Notes 1 and 4)

     43,325       9,069  
    


 


Total Assets

   $ 5,985,633     $ 5,752,583  
    


 


Liabilities and Shareholders' Equity

                

Current Liabilities

                

Notes payable and long-term debt payable within one year (Notes 8 and 9)

   $ 424,235     $ 416,693  

Accounts payable, trade

     437,103       443,525  

Accrued payrolls and other compensation

     197,696       187,037  

Accrued domestic and foreign taxes

     65,094       48,309  

Other accrued liabilities

     299,599       264,273  
    


 


Total Current Liabilities

     1,423,727       1,359,837  

Long-term debt (Note 9)

     966,332       1,088,883  

Pensions and other postretirement benefits (Notes 1 and 10)

     920,420       508,313  

Deferred income taxes (Notes 1 and 4)

     20,780       76,955  

Other liabilities

     133,463       135,079  
    


 


Total Liabilities

     3,464,722       3,169,067  
    


 


Shareholders' Equity (Note 11)

                

Serial preferred stock, $.50 par value, authorized 3,000,000 shares; none issued

                

Common stock, $.50 par value, authorized 600,000,000 shares; issued 118,285,736 shares in 2003 and 118,124,294 shares in 2002 at par value

     59,143       59,062  

Additional capital

     389,021       378,918  

Retained earnings

     2,584,268       2,473,808  

Unearned compensation related to ESOP (Note 9)

     (63,418 )     (79,474 )

Deferred compensation related to stock options

     2,347       2,347  

Accumulated other comprehensive (loss)

     (445,982 )     (247,497 )
    


 


       2,525,379       2,587,164  

Common stock in treasury at cost: 120,637 shares in 2003 and 100,130 shares in 2002

     (4,468 )     (3,648 )
    


 


Total Shareholders' Equity

     2,520,911       2,583,516  
    


 


Total Liabilities and Shareholders' Equity

   $ 5,985,633     $ 5,752,583  
    


 


 

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

 

13-13


Consolidated Statement of Cash Flows

 

     For the years ended June 30,

 
(Dollars in thousands)    2003

    2002

    2001

 

Cash Flows From Operating Activities

                        

Net income

   $ 196,272     $ 130,150     $ 340,792  

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Depreciation

     248,481       231,235       200,270  

Amortization

     10,697       50,363       64,257  

Deferred income taxes

     21,614       29,095       44,902  

Foreign currency transaction loss

     5,309       5,629       4,159  

Loss (gain) on sale of plant and equipment

     8,288       12,125       (55,914 )

(Gain) on divestiture of business

     (7,400 )                

Changes in assets and liabilities, net of effects from acquisitions and divestitures:

                        

Accounts receivable

     61,541       70,993       (6,725 )

Inventories

     106,129       111,041       7,865  

Prepaid expenses

     (993 )     (4,458 )     4,799  

Assets held for sale

             3,242       43,069  

Other assets

     (73,757 )     2,702       (66,376 )

Accounts payable, trade

     (27,045 )     (10,956 )     (43,697 )

Accrued payrolls and other compensation

     (909 )     (15,465 )     (13,586 )

Accrued domestic and foreign taxes

     23,555       (25,356 )     (6,136 )

Other accrued liabilities

     8,943       13,038       (10,444 )

Pensions and other postretirement benefits

     (8,020 )     (3,872 )     18,501  

Other liabilities

     (15,216 )     31,540       3,051  
    


 


 


Net cash provided by operating activities

     557,489       631,046       528,787  

Cash Flows From Investing Activities

                        

Acquisitions (less cash acquired of $196 in 2003, $3,118 in 2002 and $10,143 in 2001)

     (16,648 )     (388,315 )     (583,254 )

Capital expenditures

     (158,260 )     (206,564 )     (334,748 )

Proceeds from sale of plant and equipment

     20,745       19,849       90,044  

Proceeds from divestitures

     14,709       3,222          

Other

     2,269       (36,910 )     8,130  
    


 


 


Net cash (used in) investing activities

     (137,185 )     (608,718 )     (819,828 )

Cash Flows From Financing Activities

                        

Proceeds from common share activity

     9,386       20,250       15,971  

(Payments of) proceeds from notes payable, net

     (370,540 )     (146,170 )     197,324  

Proceeds from long-term borrowings

     258,667       235,794       304,172  

(Payments of) long-term borrowings

     (33,891 )     (27,913 )     (190,031 )

Dividends paid, net of tax benefit of ESOP shares

     (85,833 )     (82,838 )     (79,921 )
    


 


 


Net cash (used in) provided by financing activities

     (222,211 )     (877 )     247,515  

Effect of exchange rate changes on cash

     1,373       1,368       (1,369 )
    


 


 


Net increase (decrease) in cash and cash equivalents

     199,466       22,819       (44,895 )

Cash and cash equivalents at beginning of year

     46,384       23,565       68,460  
    


 


 


Cash and cash equivalents at end of year

   $ 245,850     $ 46,384     $ 23,565  
    


 


 


Supplemental Data:

                        

Cash paid during the year for:

                        

Interest, net of capitalized interest

   $ 73,575     $ 78,446     $ 84,183  

Income taxes

     44,632       76,830       183,546  

Non-cash investing activities:

                        

Stock issued for acquisitions

             13,081          
    


 


 


 

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

 

13-14


Notes to Consolidated Financial Statements

 

(Dollars in thousands, except per share amounts)

 

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 full-line manufacturer 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 manufacture motion-control and fluid power system components for builders and users of various types of manufacturing, packaging, processing, transportation, agricultural, construction, and military 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 provide Parker products and services to countries throughout Europe, Asia Pacific and Latin America.

 

The Aerospace Segment produces hydraulic, fuel and pneumatic 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 manufacturers and end users.

 

The Company also reports a Climate & Industrial Controls Segment and an Other Segment. The Climate & Industrial Controls Segment consists of several business units which manufacture motion-control systems and components for use primarily in the refrigeration and air conditioning and transportation industries. The Other Segment consists of a business unit which designs and manufactures custom-engineered buildings (beginning in 2001) and a business unit which develops and manufactures chemical car care and industrial products (beginning in 2002). In June 2002 the Company divested businesses included in the Other Segment only in 2002 which administered vehicle service contract programs and product-related service programs (See Note 2 for further discussion). The products in the Climate & Industrial Controls Segment and the Other 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 13-11 and 13-12 for further disclosure of business segment information.

 

There are no individual customers to whom sales are four 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. The Company does not have off-balance sheet arrangements with unconsolidated special-purpose entities. Within the Business Segment Information, intersegment and interarea sales are recorded at fair market value and are immaterial in amount.

 

 

13-15


Revenue Recognition - Revenue is recognized when the risks and rewards of ownership and title to the product has transferred to the customer. The Company’s revenue recognition policies are in compliance with the SEC’s Staff Accounting Bulletin (SAB) No. 101. Shipping and handling costs billed to customers are included in Net sales and the related costs in Cost of sales.

 

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, revenues are recognized using the percentage-of-completion method. 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; seven years for equipment; and three to five years for vehicles and office 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. During 2003 and 2002 the Company recorded a charge of $2,565 ($.02 per share) and $4,973 charge ($.04 per share), respectively, related to an adjustment in an equity investment in a publicly traded Japanese company. Investments and Other Assets includes a prepaid pension cost at June 30, 2003 and 2002 of $354,330 and $270,750, respectively, and an intangible asset recognized in connection with an additional minimum pension liability of $100,294 and $115,242 at June 30, 2003 and 2002, respectively.

 

Goodwill - On July 1, 2001 the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” and therefore ceased amortizing goodwill as of that date. Prior to the adoption of SFAS No. 142, the Company amortized goodwill, on a straight-line basis, over periods ranging from 15 years to 40 years. The Company conducts a formal impairment test of goodwill on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

 

Intangible Assets- Intangible assets primarily include patents, trademarks and engineering drawings and are recorded at cost and amortized on a straight-line method over their legal or estimated useful life.

 

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.

 

Product Warranty- In the ordinary course of business the Company warrants its products against defect in design, materials and workmanship over various time periods. The warranty accrual at June 30, 2003 and 2002 is immaterial to the financial position of the Company and the change in the accrual during 2003 was immaterial to the Company’s results of operations and cash flows.

 

 

13-16


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. See Note 9 for fair value of long-term debt.

 

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.

 

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. At June 30, 2003 there were no outstanding cross-currency swap agreements.

 

The Company has entered into an interest rate swap agreement for a $200 million notional principal amount. The swap agreement converts a portion of variable rate debt to a fixed rate through 2004. The net payments or receipts under this agreement are recognized as an adjustment to Interest expense. The agreement is with a major financial institution and the risk of loss is considered remote.

 

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

 

Stock Options - In 2003 the Company adopted the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” The Company continues to apply the intrinsic-value based method to account for stock options granted to employees or 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. The Company does recognize compensation expense related to the issuance of restricted stock. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested stock awards:

 

     2003

    2002

   2001

Net income, as reported

   $ 196,272     $ 130,150    $ 340,792

Add: Stock-based employee compensation included in reported net income, net of tax

     (327 )     575      3,976

Deduct: Total stock-based employee compensation expense determined under fair value method, net of tax

     18,498       15,377      14,992
    


 

  

Pro forma net income

   $ 177,447     $ 115,348    $ 329,776
    


 

  

Earnings per share:

                     

Basic:         as reported

   $ 1.69     $ 1.13    $ 2.98

pro forma

   $ 1.52     $ 1.00    $ 2.89

Diluted:      as reported

   $ 1.68     $ 1.12    $ 2.96

pro forma

   $ 1.51     $ 0.99    $ 2.87
    


 

  

 

 

13-17


Recent Accounting Pronouncements - In April 2003 the Financial Accounting Standards Board (FASB) issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and is effective for contracts entered into or modified after June 30, 2003. In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for classifying and measuring financial instruments with characteristics of both liabilities and equity and is effective in the first interim period beginning after June 15, 2003. The implementation of these accounting pronouncements is not expected to have a material effect on the Company’s results of operations, cash flows or financial position.

 

Reclassifications - Certain prior period amounts have been reclassified to conform to the current year presentation. Interest expense and Income taxes in the 2001 Consolidated Statement of Income have been restated as a result of adopting SFAS No. 145, which prohibits the presentation of the early redemption of debt as an extraordinary item.

 

2.   Acquisitions and Net Assets Held for Sale and Divestitures

 

Acquisitions - On July 16, 2001 the Company completed the acquisition of Dana Corporation’s Chelsea Products Division (Chelsea). Chelsea is a supplier of power take-offs and related auxiliary power devices for medium and heavy-duty mobile equipment. On August 31, 2001 the Company acquired the Aeroquip Air Conditioning and Refrigeration (AC&R) business from Eaton Corporation. AC&R produces mechanical controls and fluid systems for the residential and commercial air conditioning and refrigeration markets. On October 19, 2001 the Company acquired the assets of the global fluid management business of Dayco Industrial from MarkIV/BC Partners. The Dayco assets acquired include Imperial-Eastman products and a wide array of hydraulic and industrial hose and connectors. On February 1, 2002 the Company completed its acquisition of ITR SpA, a subsidiary of the SAIAG Group. ITR is a manufacturer of hoses, fittings and rubber compounds for hydraulic, industrial and oil and gas applications. On May 23, 2002 the Company acquired the assets of Camfil Farr’s Engine Air Filter business (Farr). Farr produces air-intake filtration products for heavy-duty off-road equipment, marine applications and power generation. Combined annual sales for these operations, for their most recent fiscal year prior to acquisition, were approximately $608 million. Total purchase price for these businesses was approximately $367 million in cash and $13 million in common stock.

 

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.

 

 

13-18


All acquisitions were accounted for by the purchase method, and results of operations for all acquisitions except a portion of Wynn’s, which was initially classified as assets held for sale, are included as of the respective dates of acquisition. The purchase price allocation for acquisitions in 2003, 2002 and 2001 are presented below. Some of the 2003 purchase price allocations are preliminary and may require subsequent adjustment.

 

     2003

   2002

   2001

 

Assets acquired:

                      

Accounts receivable

   $ 5,339    $ 95,436    $ 87,514  

Inventories

     7,227      101,917      67,904  

Prepaid expenses

     219      1,855      11,730  

Assets held for sale

                   84,640  

Deferred income taxes

            8,713      10,029  

Plant & equipment

     11,370      151,116      141,411  

Other assets

     2,851      46,876      12,072  

Goodwill

     3,544      103,916      383,878  
    

  

  


       30,550      509,829      799,178  
    

  

  


Liabilities and equity assumed:

                      

Notes payable

     242      9,099      20,926  

Accounts payable

     2,786      57,421      36,545  

Accrued payrolls

     795      17,483      20,587  

Accrued taxes

     79      638      (5,463 )

Other accrued liabilities

     1,247      12,462      73,996  

Long-term debt

     785      1,481      53,823  

Pensions and other postretirement benefits

            9,849      2,483  

Deferred income taxes

     3,882             13,027  

Other liabilities

     4,086                
    

  

  


       13,902      108,433      215,924  
    

  

  


Net assets acquired

   $ 16,648    $ 401,396    $ 583,254  
    

  

  


 

Net Assets Held for Sale and Divestitures - In May 2003 the Company completed the divestiture of its United Aircraft Products (UAP) division. The UAP division was part of the Aerospace Segment for segment reporting purposes. In August 2001 the Company completed the divestiture of the metal forming business and in June 2002 completed the divestiture of the business units which administer vehicle service contract and product-related service programs. These businesses were part of the Other Segment for segment reporting purposes. The divestitures resulted in a gain of $7,400 ($4,618 after-tax or $.04 per share) and $4,464 (no gain after-tax) in 2003 and 2002, respectively, and are reflected in Loss (gain) on disposal of assets in the Consolidated Statement of Income. The results of operations of the divested businesses were immaterial to the consolidated results of operations of the Company.

 

 

13-19


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

 

In January 2003 the Company adopted the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. The implementation of this accounting pronouncement did not have a material effect on the Company’s results of operations, financial position or cash flows.

 

In 2003 the Company recorded a $24,624 charge ($16,275 after-tax or $.14 per share) related to costs of structuring its businesses in response to current and anticipated customer demand. The Company believes the realignment actions taken will positively impact future results of operations, but will have no material effect on liquidity and sources and uses of capital. The business realignment charge primarily consists of severance costs of $16,237 and $8,387 of costs relating to the consolidation of manufacturing product lines. The severance costs are attributable to approximately 1,050 employees in the Industrial Segment, 210 employees in the Aerospace Segment and 50 employees in the Other Segment. The majority of severance payments have been made with the remainder to be made in 2004. Of the pre-tax amount, $18,715 relates to the Industrial Segment, $2,495 relates to the Aerospace Segment, $2,106 relates to the Climate & Industrial Controls Segment and $1,308 relates to the Other Segment. The business realignment charge is presented in the Consolidated Statement of Income for 2003 in the following captions: $20,133 in Cost of sales; $992 in Selling, general and administrative expenses; and $3,499 in Loss (gain) on disposal of assets.

 

In 2002 the Company recorded a $37,352 charge ($24,466 after-tax or $.21 per share) related to costs of structuring its businesses in response to current and anticipated customer demand. The business realignment charge consists of severance costs of $22,578 and $14,774 of costs relating to the consolidation of manufacturing product lines, primarily asset impairments. The severance costs are attributable to approximately 1,050 employees in the Industrial Segment, 440 employees in the Aerospace Segment, 240 employees in the Climate & Industrial Controls Segment and 80 employees in the Other segment. All severance payments have been made as of June 30, 2003. The asset impairment portion relates to assets being held for sale and was calculated as the amount by which the carrying value of the assets exceeded their estimated selling price. Of the pre-tax amount, $25,654 relates to the Industrial Segment, $4,667 relates to the Aerospace Segment, $2,348 relates to the Climate & Industrial Controls Segment and $4,683 relates to the Other Segment. The business realignment charge is presented in the Consolidated Statement of Income for 2002 in the following captions: $23,977 in Cost of sales; $3,987 in Selling, general and administrative expenses; and $9,388 in Loss (gain) on disposal of assets.

 

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 Loss (gain) on disposal of assets caption.

 

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 and anticipated customer demand. 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 are attributable to approximately 1,440 employees in the Industrial Segment and 30 employees in the Climate & Industrial Controls Segment. All severance and employee-related benefit payments were made in 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 Loss (gain) on disposal of assets.

 

 

13-20


4.   Income Taxes

 

Income taxes before extraordinary items include the following:

 

     2003

   2002

   2001

Federal

   $ 29,672    $ 32,728    $ 101,321

Foreign

     48,075      26,054      30,791

State and local

     1,749      9      10,377

Deferred

     21,614      29,095      44,902
    

  

  

     $ 101,110    $ 87,886    $ 187,391
    

  

  

 

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

 

     2003

    2002

    2001

 

Statutory Federal income tax rate

   35.0 %   35.0 %   35.0 %

State and local income taxes

   .6     .9     1.9  

State operating loss carryforwards

   (1.3 )            

Export tax benefit

   (1.3 )   (4.3 )   (2.4 )

Foreign tax rate difference

   (2.1 )   (1.8 )   (1.1 )

Cash surrender of life insurance

   .8     2.2     .4  

Nondeductible goodwill

   .3     5.7     2.3  

Other

   2.0     2.6     (.6 )
    

 

 

Effective income tax rate

   34.0 %   40.3 %   35.5 %
    

 

 

 

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:

 

     2003

    2002

 

Postretirement benefits

   $ 182,925     $ 60,672  

Other liabilities and reserves

     76,518       64,727  

Long-term contracts

     11,045       15,574  

Operating loss carryforwards

     53,275       71,221  

Foreign tax credit carryforwards

     2,329       5,200  

Valuation allowance

     (47,669 )     (62,559 )

Depreciation and amortization

     (172,056 )     (153,633 )

Inventory

     13,177       13,531  
    


 


Net deferred tax asset

   $ 119,544     $ 14,733  
    


 


Change in net deferred tax asset :

                

Provision for deferred tax

   $ (21,614 )   $ (29,095 )

Items of other comprehensive income

     127,697       67,589  

Acquisitions

     (1,272 )     7,786  
    


 


Total change in net deferred tax

   $ 104,811     $ 46,280  
    


 


 

At June 30, 2003, the Company recorded tax benefits of $53,275 resulting from $349,577 in operating loss carryforwards. A valuation allowance has been established due to the uncertainty of realizing certain operating loss carryforwards and items of other comprehensive income. Some of the loss carryforwards can be carried forward indefinitely and others can be carried forward from one to 18 years. During 2003, operating loss carryforwards relating to the Commercial Intertech acquisition and the corresponding valuation allowance were eliminated as result of a legal entity restructuring.

 

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 $356,710, $267,093 and $333,796, at June 30, 2003, 2002 and 2001, respectively.

 

 

13-21


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:

 

     2003

   2002

   2001

Numerator:

                    

Net income applicable to common shares

   $ 196,272    $ 130,150    $ 340,792
    

  

  

Denominator:

                    

Basic - weighted average common shares

     116,381,880      115,408,872      114,304,977

Increase in weighted average from dilutive effect of exercise of stock options

     512,626      651,847      759,470
    

  

  

Diluted - weighted average common shares, assuming exercise of stock options

     116,894,506      116,060,719      115,064,447
    

  

  

Basic earnings per share

   $ 1.69    $ 1.13    $ 2.98

Diluted earnings per share

   $ 1.68    $ 1.12    $ 2.96
    

  

  

 

For 2003, 2002 and 2001, 3.1 million, 1.4 million, and 1.3 million common shares, respectively, subject to stock options were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

 

6.   Inventories

 

Inventories valued on the last-in, first-out cost method were approximately 38% and 42%, respectively, of total inventories in 2003 and 2002. The current cost of these inventories exceeds their valuation determined on the LIFO basis by $151,757 in 2003 and $151,329 in 2002. Progress payments of $13,736 in 2003 and $15,720 in 2002 are netted against inventories.

 

7.   Goodwill and Intangible Assets

 

On July 1, 2001 the Company adopted the provisions of 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 that certain intangible assets be recognized as assets apart from goodwill. SFAS No. 142 provides that goodwill should not be amortized but should instead be tested for impairment annually at the reporting unit level. The annual impairment test performed in 2003 resulted in no impairment loss being recognized. Goodwill impairment tests performed in 2002 resulted in an impairment charge of $39,516 ($37,137 after-tax or $.32 per share). Of the impairment charge, $28,354 was recorded in the Industrial Segment and $11,162 was recorded in the Other Segment. The Company used a discounted cash flow analysis for purposes of estimating the fair value of a reporting unit. The impairment charge primarily resulted from declining market conditions and lower future growth potential relative to expectations at the acquisition date for the reporting units involved.

 

13-22


The following reflects net income and earning per share adjusted as though the adoption of SFAS No. 142 occurred as of the beginning of fiscal 2001:

 

Net income    2003

   2002

   2001

As reported

   $ 196,272    $ 130,150    $ 340,792

Goodwill amortization

                   51,206
    

  

  

Adjusted net income

   $ 196,272    $ 130,150    $ 391,998
    

  

  

Basic earnings per share

                    

As reported

   $ 1.69    $ 1.13    $ 2.98

Goodwill amortization

                   .44
    

  

  

Adjusted basic earnings per share

   $ 1.69    $ 1.13    $ 3.42
    

  

  

Diluted earnings per share

                    

As reported

   $ 1.68    $ 1.12    $ 2.96

Goodwill amortization

                   .44
    

  

  

Adjusted diluted earnings per share

   $ 1.68    $ 1.12    $ 3.40
    

  

  

 

The changes in the carrying amount of goodwill for the year ended June 30, 2003 are as follows:

 

     Industrial
Segment


    Aerospace
Segment


   Climate & Industrial
Controls Segment


    Other
Segment


   Total

 

Balance June 30, 2002

   $ 829,044     $ 76,216    $ 95,259     $ 83,249    $ 1,083,768  

Acquisitions

     3,544                             3,544  

Foreign currency translation

     26,055       39      1,132       9,894      37,120  

Goodwill adjustments

     (17,347 )            (809 )     2,334      (15,822 )
    


 

  


 

  


Balance June 30, 2003

   $ 841,296     $ 76,255    $ 95,582     $ 95,477    $ 1,108,610  
    


 

  


 

  


 

“Goodwill adjustments” primarily represent final adjustments to the purchase price allocation during the twelve-month period subsequent to the acquisition date.

 

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

 

June 30,


   2003

   2002

     Gross carrying
amount


   Accumulated
amortization


   Gross carrying
amount


   Accumulated
amortization


                             

Patents

   $ 26,472    $ 12,264    $ 22,356    $ 9,930

Trademarks

     21,159      1,702      17,058      644

Engineering drawings and other

     32,112      6,333      24,576      2,130
    

  

  

  

Total

   $ 79,743    $ 20,299    $ 63,990    $ 12,704
    

  

  

  

 

Total intangible amortization expense in 2003 and 2002 was $5,760 and $3,308, respectively. The estimated amortization expense for the five years ending June 30, 2004 through 2008 are $6,738, $6,259, $5,770, $4,733 and $3,179, respectively.

 

 

13-23


8.   Financing Arrangements

 

The Company has committed lines of credit totaling $825,000 through two multi-currency unsecured revolving credit agreements with a group of banks, of which $825,000 was available at June 30, 2003. One agreement, totaling $325,000, expires September 2003, and the other, totaling $500,000, expires September 2006. The interest on borrowings is based upon the terms of each specific borrowing and is subject to market conditions. These agreements also require facility fees of up to 9/100ths of one percent of the commitment per annum at the Company’s present rating level. Covenants in some of the agreements include a limitation on the Company’s ratio of debt to total capitalization. It is the Company’s policy to reduce the amount available for borrowing under the revolving credit agreements, on a dollar for dollar basis, by the amount of commercial paper notes outstanding.

 

The Company has other lines of credit, primarily short-term, aggregating $257,555 from various foreign banks, of which $234,967 was available at June 30, 2003. Most of these agreements are renewed annually.

 

During fiscal 2003 the Company issued $225,000 of fixed rate senior notes. As of June 30, 2003 the Company has $775,000 available under its universal shelf registration statement.

 

The Company is authorized to sell up to $825,000 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, 2003 there were no commercial paper notes outstanding.

 

Commercial paper notes, 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, 2003 and 2002 were $27,422 and 2.7% and $396,883 and 3.4%, respectively.

 

9.   Debt

 

June 30,


   2003

   2002

Domestic:

             

Debentures

             

    7.30%, due 2011

   $ 100,000    $ 100,000

Fixed rate medium-term notes

             

    5.65% to 7.39%, due 2004-2019

     370,000      370,000

Variable rate medium-term notes

             

    2.09%, due 2004

     200,000      200,000

Fixed rate senior notes

             

    4.88%, due 2013

     225,000       

ESOP loan guarantee

             

    6.34%, due 2009

     65,993      77,354

Variable rate demand bonds

             

    1.00% to 1.11%, due 2010-2025

     20,035      20,035

Foreign:

             

Bank loans, including revolving credit

             

    1.0% to 15.5%, due 2004-2017

     17,626      23,655

Euro Notes

             

    6.25%, due 2006

     345,450      297,420

Other long-term debt, including capitalized leases

     19,041      20,229
    

  

Total long-term debt

     1,363,145      1,108,693

Less long-term debt payable within one year

     396,813      19,810
    

  

Long-term debt, net

   $ 966,332    $ 1,088,883
    

  

 

13-24


In 2003 the Company issued $225,000 of fixed rate senior notes due 2013. The Company used the proceeds from the issuance to repay a portion of its outstanding commercial paper note borrowings.

 

Principal amounts of Long-term debt payable in the five years ending June 30, 2004 through 2008 are $396,813, $16,599, $366,604, $37,420 and $42,736, respectively. The carrying value of the Company’s Long-term debt (excluding leases and cross-currency swaps) was $1,356,034 and $1,101,363 at June 30, 2003 and 2002, respectively, and was estimated to have a fair value of $1,460,007 and $1,144,466, at June 30, 2003 and 2002, 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. Some of the debt agreements include a limitation on the Company’s ratio of debt to tangible net worth.

 

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 note 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, 2003, under noncancelable operating leases, which expire at various dates, are as follows: 2004-$53,540; 2005-$37,798; 2006-$21,951; 2007-$11,615; 2008-$9,694 and after 2008-$21,124.

 

Rental expense in 2003, 2002 and 2001 was $64,571, $61,528 and $55,989, respectively.

 

10.   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 cost (income) for all plans was $58,623, $32,004 and $(14,503) for 2003, 2002 and 2001, respectively. Pension cost (income) for all defined benefit plans accounted for using SFAS No. 87, “Employers’ Accounting for Pensions,” was as follows:

 

     2003

    2002

    2001

 

Service cost

   $ 56,613     $ 54,886     $ 43,382  

Interest cost

     113,464       104,152       84,526  

Expected return on plan assets

     (132,152 )     (143,816 )     (146,908 )

Net amortization and deferral and other

     16,887       10,107       1,837  
    


 


 


Net periodic benefit cost (income)

   $ 54,812     $ 25,329     $ (17,163 )
    


 


 


 

Change in benefit obligation


   2003

    2002

 

Benefit obligation at beginning of year

   $ 1,663,828     $ 1,476,445  

Service cost

     56,613       54,886  

Interest cost

     113,464       104,152  

Actuarial loss

     210,159       13,077  

Benefits paid

     (84,686 )     (71,641 )

Plan amendments

     (7,573 )     44,460  

Acquisitions

             11,522  

Liability transferred from other postretirement benefits

             3,784  

Other

     43,706       27,143  
    


 


Benefit obligation at end of year

   $ 1,995,511     $ 1,663,828  
    


 


 

 

13-25


Change in plan assets


            

Fair value of plan assets at beginning of year

   $ 1,337,485     $ 1,439,015  

Actual (loss) on plan assets

     (103,590 )     (73,035 )

Employer contributions

     125,550       17,450  

Benefits paid

     (73,502 )     (65,000 )

Acquisitions

             2,026  

Other

     29,956       17,029  
    


 


Fair value of plan assets at end of year

   $ 1,315,899     $ 1,337,485  
    


 


 

Funded status


            

Plan assets (under) benefit obligation

   $ (679,612 )   $ (326,343 )

Unrecognized net actuarial loss

     818,273       368,421  

Unrecognized prior service cost

     98,313       118,753  

Unrecognized initial net (asset)

     (1,068 )     (2,566 )
    


 


Net amount recognized

   $ 235,906     $ 158,265  
    


 


 

Amounts recognized on the Consolidated Balance Sheet


            

Prepaid benefit cost

   $ 354,330     $ 270,750  

Accrued benefit liability

     (816,141 )     (400,104 )

Intangible asset

     100,294       115,242  

Accumulated other comprehensive loss

     597,423       172,377  
    


 


Net amount recognized

   $ 235,906     $ 158,265  
    


 


 

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 $1,971,980, $1,759,956 and $1,293,176, respectively, at June 30, 2003, and $1,425,785, $1,262,038 and $1,107,169, respectively, at June 30, 2002.

 

If the accumulated benefit obligation exceeds the fair value of plan assets, accounting rules require that the Company recognize a liability that is at least equal to the unfunded accumulated benefit obligation. Accordingly, a minimum pension liability of $697,717 and $287,619 has been recognized at June 30, 2003 and 2002, respectively, resulting in a net of tax charge to shareholders’ equity of $297,487 and $107,563 in 2003 and 2002, respectively. The minimum pension liability could be reversed should the fair value of plan assets exceed the accumulated benefit obligation at the end of 2004.

 

The majority of plans’ assets relate to the domestic defined benefit plans and consist primarily of listed common stocks (represents approximately 65% of total plan assets) and corporate and government bonds (represents approximately 35% of total plan assets). At June 30, 2003 and 2002, the plans’ assets included Company stock with market values of $50,346 and $56,345, respectively.

 

The assumptions used to measure net periodic benefit cost for the Company’s significant defined benefit plans are:

 

     2003

    2002

    2001

 

U.S. defined benefit plans

                  

Discount rate

   7.25 %   7.25 %   7.5 %

Average increase in compensation

   4.9 %   4.9 %   4.9 %

Expected return on plan assets

   8.5 %   9.5 %   10 %

Non-U.S. defined benefit plans

                  

Discount rate

   4.5 to 6.75 %   4.5 to 6.75 %   4.75 to 7 %

Average increase in compensation

   2.5 to 3.75 %   3 to 4 %   3 to 4 %

Expected return on plan assets

   5 to 7.75 %   5 to 8 %   6 to 8.5 %

 

 

13-26


For the U.S. defined benefit plans, the discount rate for 2004 will be lowered to 6.25% and the expected return on plan assets will be lowered to 8.25%.

 

Employee Savings Plan - The Company sponsors an employee stock ownership plan (ESOP) as part of its existing savings and investment 401(k) plan. The ESOP is available to eligible domestic employees, including the participants of a Commercial Intertech plan which was merged into the ESOP on December 31, 2001. Parker Hannifin common stock is used to match contributions made by employees to the ESOP 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 ESOP up to a maximum of 3.5 percent of annual compensation. A breakdown of shares held by the ESOP is as follows:

 

     2003

   2002

   2001

Allocated shares

     9,440,648      9,023,664      8,882,757

Committed-to-be-released shares

                   77,038

Suspense shares

     1,844,112      2,384,301      2,936,821
    

  

  

Total shares held by the ESOP

     11,284,760      11,407,965      11,896,616
    

  

  

Fair value of suspense shares

   $ 77,434    $ 113,946    $ 124,639
    

  

  

 

In 1999 the 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 ESOP are used to repay the loan, and shares are released from the suspense account as the principal and interest are paid. The unreleased portion of the shares in the ESOP suspense account are not considered outstanding for purposes of earnings per share computations. Company contributions to the ESOP, recorded as compensation and interest expense, were $37,733 in 2003, $38,449 in 2002 and $32,086 in 2001. Dividends earned by the suspense shares and interest income within the ESOP totaled $1,580 in 2003, $1,965 in 2002 and $2,264 in 2001.

 

In addition to shares within the ESOP, as of June 30, 2003 employees have elected to invest in 2,495,234 shares of common stock within the Company Stock Fund of the Parker Retirement Savings Plan.

 

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 benefit pension plans.

 

Postretirement benefit cost included the following components:

 

     2003

   2002

    2001

 

Service cost

   $ 1,289    $ 1,286     $ 4,690  

Interest cost

     5,957      5,494       12,283  

Net amortization and deferral

     2,323      (849 )     (3,047 )
    

  


 


Net periodic benefit cost

   $ 9,569    $ 5,931     $ 13,926  
    

  


 


 

 

13-27


Change in benefit obligation


   2003

    2002

 

Benefit obligation at beginning of year

   $ 76,222     $ 82,945  

Service cost

     1,289       1,286  

Interest cost

     5,957       5,494  

Actuarial loss (gain)

     20,571       (582 )

Benefits paid

     (6,340 )     (7,373 )

Acquisitions and other

     3,789       (1,844 )

Liability transferred to defined benefit pension plans

             (3,704 )
    


 


Benefit obligation at end of year

   $ 101,488     $ 76,222  
    


 


 

Funded status


            

Benefit obligation in excess of plan assets

   $ (101,488 )   $ (76,222 )

Unrecognized net actuarial loss (gain)

     17,806       (2,765 )

Unrecognized prior service cost

     (3,657 )     (5,123 )
    


 


Net amount recognized

   $ (87,339 )   $ (84,110 )
    


 


 

Amounts recognized on the Consolidated Balance Sheet:


            
    


 


Accrued benefit liability

   $ (87,339 )   $ (84,110 )
    


 


The assumptions used to measure the net periodic benefit cost for postretirement benefit obligations are:

 

     2003

    2002

    2001

 

Discount rate

   7.25 %   7.25 %   7.5 %

Current medical cost trend rate

   9.9 %   8 %   8.5 %

Ultimate medical cost trend rate

   5 %   5.5 %   5.5 %

Medical cost trend rate decreases to ultimate in year

   2010     2007     2007  

 

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

   $ 811    $ (666 )

Effect on postretirement benefit obligation

   $ 10,641    $ (8,769 )

 

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 $7,127, $1,585 and $3,217 in 2003, 2002 and 2001, respectively.

 

The Company has invested in corporate-owned life insurance policies to assist in meeting the obligation under these programs. The policies are held in a rabbi trust and are recorded as assets of the Company.

 

13-28


11.   Shareholders’ Equity

 

Common Shares


   2003

    2002

    2001

 

Balance July 1

   $ 59,062     $ 58,705     $ 58,301  

Shares issued under stock incentive plans (2003 – 175,964; 2002 – 450,314; 2001 – 807,293)

     81       225       404  

Shares issued for purchase acquisition

             132          
    


 


 


Balance June 30

   $ 59,143     $ 59,062     $ 58,705  
    


 


 


Additional Capital

                        

Balance July 1

   $ 378,918     $ 346,228     $ 328,938  

Shares issued under stock option plans

     1,393       9,200       9,197  

Tax benefit of stock option plans

     1,675       (81 )     8,621  

Shares issued for purchase acquisition

             12,949          

Restricted stock issued (surrendered)

     852       761       (104 )

Shares related to ESOP

     6,183       9,861       (424 )
    


 


 


Balance June 30

   $ 389,021     $ 378,918     $ 346,228  
    


 


 


Retained Earnings

                        

Balance July 1

   $ 2,473,808     $ 2,426,496     $ 2,165,625  

Net income

     196,272       130,150       340,792  

Cash dividends paid on common shares, net of tax benefit of ESOP shares

     (85,812 )     (82,838 )     (79,921 )
    


 


 


Balance June 30

   $ 2,584,268     $ 2,473,808     $ 2,426,496  
    


 


 


                          

Unearned Compensation Related to ESOP

                        

Balance July 1

   $ (79,474 )   $ (96,398 )   $ (110,818 )

Unearned compensation related to ESOP debt guarantee

     16,056       16,924       14,420  
    


 


 


Balance June 30

   $ (63,418 )   $ (79,474 )   $ (96,398 )
    


 


 


Deferred Compensation Related to Stock Options

                        

Balance July 1

   $ 2,347     $ 2,347     $ 1,304  

Deferred compensation related to stock options

                     1,043  
    


 


 


Balance June 30

   $ 2,347     $ 2,347     $ 2,347  
    


 


 


Accumulated Other Comprehensive (Loss)

                        

Balance July 1

   $ (247,497 )   $ (204,531 )   $ (125,458 )

Foreign currency translation

     99,029       69,673       (89,659 )

Unrealized (loss) gain on marketable securities (net of tax of: 2003—$16; 2002 – $3,059; 2001 – $7,768)

     (27 )     (5,076 )     12,919  

Realized (gain) on marketable securities (net of tax of: 2001 – $1,406)

                     (2,333 )

Minimum pension liability (net of tax of: 2003—$127,558; 2002—$64,814)

     (297,487 )     (107,563 )        
    


 


 


Balance June 30

   $ (445,982 )   $ (247,497 )   $ (204,531 )
    


 


 


 

13-29


     2003

    2002

    2001

 

Common Stock in Treasury

                        

Balance July 1

   $ (3,648 )   $ (3,932 )   $ (8,434 )

Shares purchased at cost (2003 – 45,000; 2002 – 230,000)

     (1,696 )     (8,054 )        

Shares issued under stock option plans (2003 –157,011; 2002 – 233,244; 2001 – 82,047)

     538       8,498       3,226  

Restricted stock issued (surrendered)

     338       (160 )     1,276  
    


 


 


Balance June 30

   $ (4,468 )   $ (3,648 )   $ (3,932 )
    


 


 


 

Shares surrendered upon exercise of stock options: 2003 –111,538; 2002 – 381,779; 2001 – 269,771.

 

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, 2003, the remaining authorization to repurchase was 3.00 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.

 

12. Stock Incentive Plans

 

Employees’ Stock Options - The Company’s incentive plan provides 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. See Note 1 on page 13-17 for 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.

 

The fair value for the significant options granted in 2003, 2002 and 2001 were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

 

     Aug/02

    Aug/01

    Aug/00

 

Risk-free interest rate

   3.3 %   4.6 %   6.1 %

Expected life of option

   4.6 yrs     4.8 yrs     4.6 yrs  

Expected dividend yield of stock

   1.6 %   1.6 %   1.6 %

Expected volatility of stock

   38 %   36.6 %   36.2 %

 

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

 

     2003

   2002

   2001

Options exercisable

     4,898,070      3,440,843      3,256,705

Weighted-average option price per share of options exercisable

   $ 37.57    $ 34.75    $ 30.40

Weighted-average fair value of options granted during the year

   $ 12.68    $ 14.94    $ 12.44

Shares available for grant

     525,951      785,797      1,436,436

 

On July 1, 2003, 2,954,127 shares are available for grant pursuant to the Company’s stock incentive plan.

 

13-30


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

 

     Shares Subject
To Options


    Average Option
Price Per Share


Outstanding June 30, 2001

   5,193,216     $ 33.33
    

 

Granted

   2,148,477       44.73

Exercised

   (1,041,931 )     26.86

Canceled

   (77,852 )      
    

 

Outstanding June 30, 2002

   6,221,910     $ 38.29
    

 

Granted

   2,433,950       39.90

Exercised

   (283,071 )     27.44

Canceled

   (55,532 )      
    

 

Outstanding June 30, 2003

   8,317,257     $ 39.08
    

 

 

The range of exercise prices and the remaining contractual life of options as of June 30, 2003 were:

 

Range of exercise prices

   $ 17-$28    $ 29-$41    $ 42-$55
    

  

  

Options outstanding:

                    

Outstanding as of June 30, 2003

     757,412      4,376,392      3,183,453

Weighted-average remaining contractual life

     2.7 yrs      7.9 yrs      7.2 yrs

Weighted-average exercise price

   $ 25.41    $ 37.34    $ 44.72

Options exercisable:

                    

Outstanding as of June 30, 2003

     757,412      1,991,217      2,149,441

Weighted-average remaining contractual life

     2.7 yrs      6.4 yrs      6.9 yrs

Weighted-average exercise price

   $ 25.41    $ 34.35    $ 44.84

 

Restricted Stock - Restricted stock was issued, under the Company’s 1993 Stock Incentive Program, to certain key employees under the Company’s 2000-01-02, 1999-00-01 and 1998-99-00 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


   2003

   2002

   2001

Number of shares issued

     18,953      17,206      26,976

Per share value on date of issuance

   $ 41.20    $ 44.55    $ 39.32

Total value

   $ 781    $ 767    $ 1,061

 

Under the Company’s 2001-02-03 LTIP, a payout of 19,566 shares of restricted stock, from the Company’s 1993 Stock Incentive Program, will be issued to certain key employees in 2004. The balance of the 2001-02-03 LTIP payout will be made as deferred cash compensation (if elected by the participant) or in cash. The total payout, valued at $2,903, 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 2003, 2002 and 2001, 12,679, 3,167 and 5,464 shares, respectively, were issued in lieu of directors’ fees.

 

13-31


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
To Options


    Average Option
Price Per Share


Outstanding June 30, 2001

   38,050     $ 36.23
    

 

Granted

   11,163       46.63

Exercised

   (6,200 )     33.83
    

 

Outstanding June 30, 2002

   43,013     $ 39.28

Granted

   12,000       39.84
    

 

Outstanding June 30, 2003

   55,013     $ 39.45
    

 

 

As of June 30, 2003, 39,513 options were exercisable and 303,787 shares were available for grant.

 

At June 30, 2003, the Company had 9,259,109 common shares reserved for issuance in connection with its stock incentive plans.

 

13.   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, 2003, 118,165,099 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.

 

14.   Research and Development

 

Research and development costs amounted to $122,710 in 2003, $109,090 in 2002 and $115,004 in 2001. Customer reimbursements included in the total cost for each of the respective years were $29,561, $13,517 and $17,143. Costs include those costs related to independent research and development as well as customer reimbursed and unreimbursed development programs.

 

15.   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 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.

 

13-32


Environmental - The Company is currently responsible for environmental remediation at 24 manufacturing facilities presently or formerly operated by the Company and has been named as a “potentially responsible party,” along with other companies, at three off-site waste disposal facilities and two regional Superfund sites.

 

As of June 30, 2003, the Company has a reserve of $15,282 for environmental matters which are probable and reasonably estimable. This reserve is recorded based upon the best estimate of costs to be incurred in light of the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties. This reserve is net of $9,064 for discounting, primarily at a 4.5 percent discount rate, a portion of the costs at 12 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 30 years.

 

The Company’s estimated total liability for the above mentioned sites ranges from a minimum of $15,282 to a maximum of $44,177. 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.

 

16.   Quarterly Information (Unaudited)

 

2003 (a)


   1st

   2nd

   3rd

   4th

   Total

Net sales

   $ 1,585,904    $ 1,517,201    $ 1,646,844    $ 1,660,661    $ 6,410,610

Gross profit

     286,014      258,374      278,414      278,033      1,100,835

Net income

     60,975      37,552      48,663      49,082      196,272

Diluted earnings per share

     .52      .32      .42      .42      1.68

 

2002 (b)


   1st

   2nd

   3rd

   4th

    Total

Net sales

   $ 1,475,867    $ 1,437,330    $ 1,578,332    $ 1,657,593     $ 6,149,122

Gross profit

     278,242      233,437      269,087      251,786       1,032,552

Net income (loss)

     60,581      29,062      52,357      (11,850 )     130,150

Diluted earnings (loss) per share

     .52      .25      .45      (.10 )     1.12

 

(a)   Results for the first quarter include a $2,075 charge ($1,380 after-tax or $.01 per share) related to business realignment costs. Results for the second quarter include a $5,057 charge ($3,363 after-tax or $.03 per share) related to business realignment costs and a $2,246 charge ($2,246 after-tax or $.02 per share) related to an equity investment adjustment. Results for the third quarter include a $7,453 charge ($4,956 after-tax or $.04 per share) related to business realignment costs. Results for the fourth quarter include a $10,039 charge ($6,576 after-tax or $.06 per share) related to business realignment costs and a gain of $7,400 ($4,618 after-tax or $.04 per share) related to the divestiture of a business.

 

(b)   Results for the first quarter include a $5,041 charge ($3,302 after-tax or $.03 per share) related to business realignment costs. Results for the second quarter include a $7,335 charge ($4,804 after-tax or $.04 per share) related to business realignment costs and a $4,973 charge ($4,973 after-tax or $.04 per share) related to an equity investment adjustment. Results for the third quarter include a $3,878 charge ($2,540 after-tax or $.02 per share) related to business realignment costs. Results for the fourth quarter include a $21,098 charge ($13,819 after-tax or $.12 per share) related to business realignment costs and a $39,516 goodwill impairment charge ($37,137 after-tax or $.32 per share).

 

13-33


17.   Stock Prices and Dividends (Unaudited)

 

.(In dollars)

        1st

   2nd

   3rd

   4th

   Full Year

2003

   High    $ 47.30    $ 48.20    $ 48.93    $ 45.84    $ 48.93
     Low      35.95      34.52      35.82      38.00      34.52
     Dividends      .180      .180      .190      .190      .740

2002

   High    $ 46.35    $ 47.31    $ 54.88    $ 51.89    $ 54.88
     Low      30.40      33.60      43.65      44.27      30.40
     Dividends      .180      .180      .180      .180      .720

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

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

 

13-34


Report of Independent Auditors

 

To the Shareholders and Board of Directors

Parker Hannifin Corporation

 

In our opinion, the consolidated financial statements listed in the index appearing under Item 16(a)(1) on Page 20 present fairly, in all material respects, the financial position of Parker Hannifin Corporation and its subsidiaries at June 30, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 16(a)(1) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedule 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.

 

As discussed in Note 1 to the consolidated financial statements, effective July 1, 2001, the Company changed its method of accounting for goodwill and other intangible assets to comply with the provisions of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets.”

 

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for costs associated with exit or disposal activities to comply with the provisions of Financial Accounting Standard No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.”

 

/s/    PRICEWATERHOUSECOOPERS LLP

 

Cleveland, Ohio

July 28, 2003

 

13-35


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 auditors. 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 auditors, 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 auditors to discuss internal accounting controls and the quality of financial reporting. Financial management, as well as the internal auditors and the independent auditors, have full and free access to the Audit Committee.

 

/s/    DONALD E. WASHKEWICZ        


     

/s/    TIMOTHY K. PISTELL        


Donald E. Washkewicz

President and Chief Executive Officer

     

Timothy K. Pistell

Vice President – Finance and

Administration and Chief Financial Officer

 

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Five-Year Financial Summary

 

(Amounts in thousands, except per share information)


   2003

    2002

    2001

    2000

    1999

 

Net sales

   $ 6,410,610     $ 6,149,122     $ 5,979,604     $ 5,385,618     $ 4,986,696  

Cost of sales

     5,309,775       5,116,570       4,728,156       4,186,850       3,897,266  

Selling, general and administrative expenses

     721,065       686,485       679,963       575,906       550,681  

Goodwill impairment loss

             39,516                          

Interest expense

     81,561       82,484       95,775       59,183       63,697  

Income taxes

     101,110       87,886       187,391       193,955       167,193  

Net income

     196,272       130,150       340,792       368,232       310,501  

Basic earnings per share

     1.69       1.13       2.98       3.34       2.85  

Diluted earnings per share

   $ 1.68     $ 1.12     $ 2.96     $ 3.31     $ 2.83  

Average number of shares outstanding - Basic

     116,382       115,409       114,305       110,331       108,800  

Average number of shares outstanding - Diluted

     116,895       116,061       115,064       111,245       109,679  

Cash dividends per share

   $ .740     $ .720     $ .700     $ .680     $ .640  

Net income as a percent of net sales

     3.1 %     2.1 %     5.7 %     6.8 %     6.2 %

Return on average assets

     3.3 %     2.3 %     6.8 %     8.8 %     8.6 %

Return on average equity

     7.7 %     5.1 %     14.1 %     17.7 %     17.6 %
    


 


 


 


 


Book value per share

   $ 21.63     $ 22.26     $ 21.99     $ 20.31     $ 17.03  

Working capital

   $ 973,080     $ 875,781     $ 783,233     $ 966,810     $ 1,020,171  

Ratio of current assets to current liabilities

     1.7       1.6       1.6       1.8       2.4  

Plant and equipment, net

   $ 1,657,425     $ 1,696,965     $ 1,548,688     $ 1,340,915     $ 1,200,869  

Total assets

     5,985,633       5,752,583       5,337,661       4,646,299       3,705,888  

Long-term debt

     966,332       1,088,883       857,078       701,762       724,757  

Shareholders’ equity

   $ 2,520,911     $ 2,583,516     $ 2,528,915     $ 2,309,458     $ 1,853,862  

Debt to debt-equity percent

     35.6 %     36.8 %     35.7 %     31.0 %     29.8 %
    


 


 


 


 


Depreciation

   $ 248,481     $ 231,235     $ 200,270     $ 167,356     $ 164,577  

Capital expenditures

   $ 158,260     $ 206,564     $ 334,748     $ 230,482     $ 230,122  

Number of employees

     46,787       48,176       46,302       43,895       38,928  

Number of shareholders

     51,154       53,001       50,731       47,671       39,380  

Number of shares outstanding at year-end

     116,526       116,051       114,989       113,707       108,846  
    


 


 


 


 


 

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