SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to_______________________
Commission File No. 1-4982
PARKER-HANNIFIN CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-0451060
(State of Incorporation) (I.R.S. Employer
Identification No.)
17325 Euclid Avenue, Cleveland, Ohio 44112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 531-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class which Registered
Common Shares, $.50 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K [ ].
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of August 17, 1995, excluding, for
purposes of this computation, only stock holdings of the Registrant's
Directors and Officers. $2,866,988,304.
The number of Common Shares outstanding on August 17, 1995 was 74,004,315.
Portions of the following documents are incorporated by reference:
(1) Annual Report to Shareholders of the Company for the fiscal year
ended June 30, 1995. Incorporated by reference into Parts I, II
and IV hereof.
(2) Definitive Proxy Statement for the Company's 1995 Annual Meeting of
Shareholders. Incorporated by reference into Part III hereof.
PARKER-HANNIFIN CORPORATION
FORM 10-K
Fiscal Year Ended June 30, 1995
PART I
ITEM 1. Business. Parker-Hannifin Corporation is a leading
worldwide full-line manufacturer of motion control products, including
fluid power systems, electromechanical controls and related components.
Fluid power involves the transfer and control of power through the
medium of liquid, gas or air, in both hydraulic and pneumatic
applications. Fluid power systems move and position materials, control
machines, vehicles and equipment and improve industrial efficiency and
productivity. Components of a simple fluid power system include a pump
which generates pressure, valves which control the fluid's flow, an
actuator which translates the pressure in the fluid into mechanical
energy, a filter to remove contaminants and numerous hoses, couplings,
fittings and seals. Electromechanical control involves the use of
electronic components and systems to control motion and precisely locate
or vary speed in automation applications.
The Company was incorporated in Ohio in 1938. Its principal
executive offices are located at 17325 Euclid Avenue, Cleveland, Ohio
44112, telephone (216) 531-3000. As used in this Report, unless the
context otherwise requires, the term "Company" or "Parker" refers to
Parker-Hannifin Corporation and its subsidiaries.
The Company's manufacturing, service, distribution and
administrative facilities are located in 33 states, Puerto Rico and
worldwide in 30 foreign countries. Its motion control technology is
used in the products of its two business Segments: Industrial and
Aerospace. The products are sold as original and replacement equipment
through product and distribution centers worldwide. The Company markets
its products through its direct-sales employees and more than 6,000
independent distributors. Parker products are supplied to over a
quarter million customer outlets in virtually every major manufacturing,
transportation and processing industry. For the fiscal year ended June
30, 1995, net sales were $3,214,370,000; Industrial Segment products
accounted for 83% of net sales and Aerospace Segment products for 17%.
Markets
Motion control systems are used throughout industry in
applications which include moving of materials, controlling machines,
vehicles and equipment and positioning materials during the
manufacturing process. Motion control systems contribute to the
efficient use of energy and improve industrial productivity.
The more than a quarter million customer outlets which carry
the Company's parts are found throughout virtually every significant
manufacturing, transportation and processing industry. No customer
accounted for more than 3% of the Company's total net sales for the
fiscal year.
The major markets for products of the Fluid Connector, Motion
& Control, Filtration and Seal Groups of the Industrial Segment are
agricultural machinery,
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construction equipment, fabricated metals, food production, industrial
machinery, instrumentation, lumber and paper, machine tools, marine, mining,
mobile equipment, chemicals, petrochemicals, robotics, textiles,
transportation and every other major production and processing industry.
Products manufactured by the Industrial Segment's Automotive and Refrigeration
Group are utilized principally in automotive and mobile air conditioning
systems, industrial refrigeration systems and home and commercial air
conditioning equipment. Sales of Industrial Segment products are made
to original equipment manufacturers and their replacement markets.
Aerospace Segment sales are made primarily to the commercial,
military and general aviation markets and are made to original equipment
manufacturers and to end users for maintenance, repair and overhaul.
Principal Products, Methods of Distribution and Competitive Conditions
Industrial Segment. The product lines of the Company's
Industrial Segment cover most of the components of motion control
systems. The Fluid Connectors Group manufactures connectors, including
tube fittings and hose fittings, check valves, hoses and couplers which
transmit and contain fluid. The Motion & Control Group manufactures
components and systems used to provide motion, control and conditioning
through the medium of pressurized fluids and electricity. Products
include hydraulic and precision metering pumps, power units, control
valves, accumulators, cylinders, servo actuators, rotary actuators and
motors, pneumatic control valves, pressure regulators, lubricators,
hydrostatic steering components, electronic controls and systems and
automation devices. The Automotive and Refrigeration Group manufactures
components for use in industrial, residential and automotive air
conditioning and refrigeration systems and other automotive
applications, including pressure regulators, solenoid valves, expansion
valves, filter-dryers, gerotors and hose assemblies. The Seal Group
manufactures sealing devices, including o-rings and o-seals, gaskets and
packings which insure leak proof connections and electromagnetic
interference shielding and thermal management products. The Filtration
Group manufactures filters to remove contaminants from fuel, air, oil,
water and other fluids in industrial, process, mobile, marine and
environmental applications.
Industrial Segment products include both standard items which
are produced in large quantities and custom units which are engineered
and produced to original equipment manufacturers' specifications for
application to a particular end product. Both standard and custom
products are also used in the replacement of original motion control
system components. Industrial Segment products are marketed primarily
through field sales employees and more than 6,000 independent
distributors.
Aerospace Segment. The principal products of the Company's
Aerospace Segment are hydraulic, pneumatic, and fuel systems and
components which are utilized on virtually every domestic commercial,
military and general aviation aircraft.
Hydraulic systems and components include precision hydraulic
and electro-hydraulic systems used for precise control of rudders,
elevators, ailerons, and other
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aerodynamic control surfaces of aircraft, utility hydraulic components such as
reservoirs, accumulators, selector valves, nose wheel steering systems, engine
controls, electromechanical actuators, and electronic controllers.
Pneumatic systems and components include bleed air control
systems, pressure regulators, low pressure pneumatic controls, heat
transfer systems, engine start systems, engine bleed control and anti-
ice systems, and electronic control and monitoring computers.
Fuel systems and components include fuel transfer and
pressurization control, in-flight refueling systems, fuel pumps,
quantity gaging systems and center of gravity control, fuel injection
nozzles and augmentor controls, fuel tank inerting systems, fuel tank
ducting and hose assemblies, and electronic monitoring computers.
The Aerospace Segment also designs and manufactures
lightweight aircraft wheels and brakes for the general aviation market
and supplies to the space market propellant control systems, tankage,
and environmental control components used extensively on the Space
Shuttle and on satellites and launch vehicles.
The Aerospace Segment products are marketed by Parker's field
sales force and are sold directly to the manufacturer and to the end
user.
Competition. All aspects of the Company's business are highly
competitive. No single manufacturer competes with respect to all
products manufactured and sold by the Company and the degree of
competition varies with different products. In the Industrial Segment,
the Company competes on the basis of product quality and innovation,
customer service, its manufacturing and distribution capability, and
price. The Company believes that, in most of its major product markets,
it is one of the principal suppliers of motion control systems and
components. In the Aerospace Segment, the Company utilizes its advanced
technological capability and its partnership status with key customers
to obtain original equipment business on new aircraft programs for its
fluid control systems and components and, thereby, to obtain the follow-
on repair and replacement business for these programs. The Company
believes that it is one of the primary suppliers in this area.
Research and Product Development
The Company continually researches the feasibility of new
products through its development laboratories and testing facilities in
many of its worldwide manufacturing locations. Its research and product
development staff includes chemists, mechanical, electronic and
electrical engineers and physicists.
Research and development costs relating to the development of
new products or services and the improvement of existing products or
services amounted to $74,129,000 in fiscal 1995, $64,518,000 in fiscal
1994 and $60,054,000 in 1993. Customer reimbursements included in the
total cost for each of the respective years were $21,202,000,
$22,640,000, and $16,648,000.
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Patents, Trademarks, Licenses
The Company owns a number of patents, trademarks and licenses
related to its products and has exclusive and non-exclusive rights under
patents owned by others. In addition, patent applications on certain
products are now pending, although there can be no assurance that
patents will be issued. The Company is not dependent to any material
extent on any single patent or group of patents.
Backlog and Seasonal Nature of Business
The Company's backlog at June 30, 1995 was approximately
$1,025,669,000 and at June 30, 1994 was approximately $852,482,000.
Approximately 79% of the Company's backlog at June 30, 1995 is scheduled
for delivery in the succeeding twelve months. The Company's business
generally is not seasonal in nature.
Environmental Regulation
The Company is subject to federal, state and local laws and
regulations designed to protect the environment and to regulate the
discharge of materials into the environment. Among other environmental
laws, the Company is subject to the federal "Superfund" law, under which
the Company has been designated as a "potentially responsible party" and
may be liable for clean up costs associated with various waste sites,
some of which are on the U.S. Environmental Protection Agency Superfund
priority list. The Company believes that its policies, practices and
procedures are properly designed to prevent unreasonable risk of
environmental damage and the consequent financial liability to the
Company. Compliance with environmental laws and regulations requires
continuing management effort and expenditures by the Company.
Compliance with environmental laws and regulations has not had in the
past, and, the Company believes, will not have in the future, material
effects on the capital expenditures, earnings, or competitive position
of the Company. The information set forth in Footnote 13 to the
Financial Statements contained on page 37 of the Company's Annual Report
to Shareholders for the fiscal year ended June 30, 1995 ("Annual
Report") as specifically excerpted on pages 13-31 and 13-32 of Exhibit
13 hereto is incorporated herein by reference.
Energy Matters and Sources and Availability of Raw Materials
The Company's primary energy source for each of its business
segments is electric power. While the Company cannot predict future
costs of such electric power, the primary source for production of the
required electric power will be coal from substantial, proven reserves.
The Company is subject to governmental regulations in regard to energy
supplies both in the United States and elsewhere. To date the Company
has not experienced any significant disruptions of its operations due to
energy curtailments.
Steel, brass, aluminum and elastomeric materials are the
principal raw materials used by the Company. These materials are
available from numerous sources in quantities sufficient to meet the
requirements of the Company.
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Employees
The Company employed approximately 30,590 persons as of
June 30, 1995, of whom approximately 9,550 were employed by foreign
subsidiaries.
Business Segment Information
The net sales, income from operations before corporate general
and administrative expenses and identifiable assets by business segment
and by geographic area for the past three fiscal years, as set forth on
page 31 of the Annual Report and specifically excerpted on pages 13-16
through 13-18 of Exhibit 13 hereto is incorporated herein by reference.
Item 1A. Executive Officers of the Company
The Company's Executive Officers are as follows:
Officer
Name Position Since(1) Age
Duane E. Collins President, Chief Executive 1983 59
Officer and Director
Dennis W. Sullivan Executive Vice President - 1978 56
Industrial and Automotive
and Director
Paul L. Carson Vice President - Information 1993 59
Services
Richard F. Ferrel Vice President and President, 1993 61
Applied Technologies Operations
of Motion and Control
Daniel T. Garey Vice President - Human Resources 1995 52
Stephen L. Hayes Vice President and President, 1993 54
Aerospace
Michael J. Hiemstra Vice President - Finance and 1987 48
Administration and Chief
Financial Officer
Lawrence J. Hopcraft Vice President and President, 1990 52
Automotive and Refrigeration
Nickolas W. Vande Steeg Vice President and President, 1995 52
Seal
Joseph D. Whiteman Vice President, General Counsel 1977 62
and Secretary
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William D. Wilkerson Vice President - Technical 1987 59
Director
Lawrence M. Zeno Vice President and President, 1993 53
Motion and Control
Donald A. Zito Vice President and President, 1988 55
Fluid Connectors
Harold C. Gueritey, Jr. Controller 1980 56
Timothy K. Pistell Treasurer 1993 48
(1) Officers of Parker-Hannifin serve for a term of office from
the date of election to the next organizational meeting of
the Board of Directors and until their respective successors
are elected, except in the case of death, resignation or
removal. Messrs. Sullivan, Hiemstra, Hopcraft, Whiteman,
Wilkerson, Zito and Gueritey, have served in the executive
capacities indicated above during the past five years.
Mr. Collins was elected as President and Chief Executive Officer
of the Company effective July, 1993. He was elected as Vice Chairman of
the Board in July, 1992 and Executive Vice President in July, 1988. He
was President of the International Sector from January, 1987 until
June, 1992.
Mr. Carson was elected a Vice President in October, 1993. He was
Vice President of Management Information Systems from July 1, 1983 to
October, 1993.
Mr. Ferrel was elected a Vice President in October, 1993. He has
been President of Applied Technologies Operations since July, 1993 and
was President of the Applied Technology Group from July, 1990 to
June, 1993.
Mr. Garey was elected Vice President effective in January, 1995.
He was Group Vice President Human Resources of the Motion and Control
Group (formerly the Fluidpower Group) from July, 1982 to December, 1994.
Mr. Hayes was elected as Vice President and named President of
the Aerospace Group in April, 1993. He was a Group Vice President of
the Aerospace Group from February, 1985 to April, 1993.
Mr. Vande Steeg was elected as Vice President effective in
September, 1995. He has been President of the Seal Group since
May, 1986.
Mr. Zeno was elected a Vice President in October, 1993. He has
been President of the Motion and Control Group since January, 1994 and
was Vice President-Operations of the Motion and Control Group (formerly
the Fluidpower Group) from July, 1988 to December, 1993.
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Mr. Pistell was elected as Treasurer of the Company in
July, 1993. He was Director of Business Planning from January, 1993 to
July, 1993; and Vice President-Finance\Controller of the International Sector
from October, 1988 to December, 1992.
ITEM 2. Properties. The following table sets forth the
principal plants and other materially important properties of the
Company and its subsidiaries. The leased properties are indicated with
an asterisk. A "(1)" indicates that the property is occupied by the
Company's industrial segment and a "(2)" indicates properties occupied
by the aerospace segment.
UNITED STATES
State City
Alabama Boaz(1)
Decatur(1)
Huntsville(1)
Jacksonville(1)
Arizona Glendale(2)
Tolleson(2)
Tucson*(1)
Arkansas Siloam Springs(1)
Trumann(1)
California Culver City*(1)
Irvine(1)(2)
Modesto(1)
Newbury Park*(1)
Rohnert Park(1)
Colorado Sheridan*(1)
Connecticut Enfield(1)
Florida Longwood(1)
Miami*(1)
Georgia Fulton*(1)
Illinois Broadview(1)
Des Plaines(1)
Elgin(1)
Niles*(1)
Rockford(1)
Indiana Albion(1)
Ashley(1)
Ft. Wayne(1)
Lebanon(1)
Tell City(1)
Iowa Red Oak(1)
Kansas Manhattan(1)
Kentucky Berea(1)
Lexington(1)
Louisiana Harvey*(1)
Maine Portland(1)
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State City
Massachusetts Waltham(2)
Woburn(1)
Michigan Lakeview(1)
Otsego(1)
Oxford(1)
Richland(1)
Troy*(1)
Minnesota Golden Valley(1)
Mississippi Batesville(1)
Booneville(1)
Madison(1)
Missouri Kennett(1)
Nebraska Lincoln(1)
New Hampshire Portsmouth*(1)
Hollis*(1)
Hudson(1)
New Jersey Fairfield*(1)
New York Clyde(2)
Lyons(1)
Smithtown(2)
North Carolina Forest City(1)
Hillsborough(1)
Mooresville(1)
Sanford(1)
Wake Forest*(1)
Ohio Akron(1)
Andover(2)
Avon(2)
Brookville(1)
Cleveland(1)(2)
Columbus(1)
Cuyahoga Falls*(1)
Eastlake(1)
Eaton(1)
Elyria(1)(2)
Forest(2)
Green Camp(1)
Kent(1)
Lewisburg(1)
Metamora(1)
Ravenna(1)
St. Marys(1)
Wadsworth(1)
Wickliffe(1)
Oregon Eugene(1)
Pennsylvania Canton(1)
Harrison City(1)
Reading(1)
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State City
South Carolina Inman(1)
Spartanburg(1)
Tennessee Greenfield(1)
Greenville(1)
Memphis*(1)
Texas Cleburne(1)
Ft. Worth(1)(2)
Mansfield(2)
Utah Ogden(2)
Salt Lake City(1)
Wisconsin Grantsburg(1)
Mauston(1)
Territory City
Puerto Rico Ponce*(2)
FOREIGN COUNTRIES
Country City
Argentina Buenos Aires(1)
Australia Castle Hill(1)
Wodonga(1)
Austria Wiener Neustadt(1)
Belgium Brussels*(1)
Brazil Jacarei(1)
Sao Paulo(1)
Canada Grimsby(1)
Owen Sound(1)
Czech Republic Prague*(1)
Denmark Copenhagen*(1)
Helsingor(1)
England Barnstaple(1)
Cannock(1)
Derby(1)
Hemel Hempstead(1)
Littlehampton(1)
Marlow*(1)
Morley(1)
Poole*(1)
Rotherham(1)
Watford(1)
Finland Helsinki*(1)
Hyrynsalmi(1)
Urjala(1)
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FOREIGN COUNTRIES
Country City
France Annemasse(1)
Contamine(1)
Evreux(1)
Pontarlier(1)
Wissembourg(1)
Germany Berlin*(1)
Bielefeld(1)
Bietigheim-Bissingen(1)
Cologne(1)
Erfurt(1)
Hamburg*(2)
Hochmossingen(1)
Huttenfeld(1)
Kaarst(1)
Mucke(1)
Offenburg*(1)
Pleidelsheim(1)
Queckborn(1)
Velbert(1)
Viernheim(1)
Hong Kong Hong Kong(1)
Hungary Budapest*(1)
India Bombay*(1)
Italy Adro(1)
Arsago Seprio(1)
Gessate(1)
Milan(1)
Japan Yokohama(1)
Mexico Matamoros(1)
Monterrey(1)
Tijuana(1)
Toluca(1)
Netherlands Hoogezand(1)
0ldenzaal(1)
New Zealand Mt. Wellington(1)
Norway Langhus(1)
Peoples Republic of China Shanghai*(1)
Poland Warsaw*(1)
Wroclaw*(1)
Singapore Singapore*(1)(2)
South Africa Johannesburg*(1)
South Korea Seoul*(1)
Spain Madrid*(1)
Sweden Falkoping(1)
Stockholm(1)
Ulricehamn(1)
Taiwan Taipei*(1)
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FOREIGN COUNTRIES
Country City
Venezuela Caracas*(1)
Puerto Ordaz*(1)
The Company believes that its properties have been adequately
maintained, are in good condition generally and are suitable and
adequate for its business as presently conducted. The extent of
utilization of the Company's properties varies among its plants and from
time to time. The Company's restructuring efforts in prior years
brought capacity levels closer to present and anticipated needs.
Although production volume has materially increased over the last fiscal
year, most of the Company's material manufacturing facilities remain
capable of handling additional volume increases.
ITEM 3. Legal Proceedings. None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters. As of August 30, 1995, the approximate number of
shareholders of record of the Company was 3,706. The Company's common
shares are traded on the New York Stock Exchange ("NYSE"). Set forth
below is a quarterly summary of the high and low sales prices on the
NYSE for the Company's common shares and dividends declared for the two
most recent fiscal years (adjusted to reflect the 3-shares-for-2 stock
split paid on June 2, 1995):
Fiscal Year 1st 2nd 3rd 4th Full Year
1995 High $ 30-1/8 $ 31-3/8 $ 32-7/8 $ 38-1/2 $ 38-1/2
Low 25 25-1/2 27-5/ 29-1/8 25
Dividends .167 .167 .16 .180 .667
1994 High $ 23-3/8 $ 25-3/8 $ 26-3/8 $ 29-7/8 $ 29-7/8
Low 20 22-5/8 23-1/8 22-5/8 20
Dividends .160 .160 .167 .167 .653
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ITEM 6. Selected Financial Data. The information set forth on
pages 38 and 39 of the Annual Report as specifically excerpted on page
13-35 of Exhibit 13 hereto is incorporated herein by reference.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. The information set forth on pages
23, 24, 26, 28 and 30 of the Annual Report as specifically excerpted on
pages 13-1 through 13-9 of Exhibit 13 hereto is incorporated herein by
reference.
ITEM 8. Financial Statements and Supplementary Data. The
information set forth on pages 22, 25, 27, 29 and 31 through 37 of the
Annual Report as specifically excerpted on pages 13-10 to 13-34 of
Exhibit 13 hereto is incorporated herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
Information required as to the Directors of the Company is contained on
pages 1 to 3 of the Company's definitive Proxy Statement dated
September 25, 1995 (the "Proxy Statement") under the caption "Election of
Directors." Information required with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is contained in the
first paragraph on page 16 of the Proxy Statement. The foregoing
information is incorporated herein by reference. Information as to the
executive officers of the Company is included in Part I hereof.
ITEM 11. Executive Compensation. The information set forth
under the caption "Compensation of Directors" on page 4 of the Proxy
Statement, under the caption "Executive Compensation" on pages 8 to 12
of the Proxy Statement and under the caption "Common Share Price
Performance Graph" on page 12 of the Proxy Statement is incorporated
herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management. The information set forth under the caption "Officer
Agreements Effective Upon "Change in Control"" on pages 11 and 12 of the
Proxy Statement and under the caption "Principal Shareholders of the
Corporation" on page 15 of the Proxy Statement is incorporated herein by
reference.
ITEM 13. Certain Relationships and Related Transactions. The
information set forth under the caption "Transactions With Management"
on page 12 of the Proxy Statement is incorporated herein by reference.
- 14 -
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
a. The following are filed as part of this report:
1. Financial Statements and Schedules
The financial statements and schedules listed in
the accompanying Index to Consolidated Financial
Statements and Schedules are filed or incorporated
by reference as part of this Report.
2. The exhibits listed in the accompanying Exhibit
Index and required by Item 601 of Regulation S-K
(numbered in accordance with Item 601 of
Regulation S-K) are filed or incorporated by
reference as part of this Report.
b. No reports on Form 8-K have been filed by the Company
during the last quarter of the fiscal year ended
June 30, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PARKER-HANNIFIN CORPORATION
By: Michael J. Hiemstra
Michael J. Hiemstra
Vice President - Finance and
Administration
September 28, 1995
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report on Form 10-K has been signed below by the following persons
in the capacities and on the date indicated.
Signature and Title
PATRICK S. PARKER, Chairman of the Board of
Directors; DUANE E. COLLINS, President, Chief
Executive Officer and Director; HAROLD C.
GUERITEY, JR., Controller and Principal
Accounting Officer; JOHN G. BREEN, Director;
PAUL C. ELY, JR., Director; ALLEN H. FORD,
Director; FRANK A. LePAGE, Director; PETER W.
LIKINS, Director; ALLAN L. RAYFIELD, Director;
PAUL G. SCHLOEMER, Director; WOLFGANG R.
SCHMITT, Director; and
DENNIS W. SULLIVAN, Director.
Date: September 28, 1995
By: Michael J. Hiemstra
Michael J. Hiemstra, Vice President - Finance and
Administration, Principal Financial Officer and
Attorney-in-Fact
- 16 -
PARKER-HANNIFIN CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Reference
Excerpt from Annual
Form 10-K Report as set forth
Annual Report in Exhibit 13
(Page) (Page)
Data incorporated by reference from the
Annual Report as specifically excerpted
in Exhibit 13 hereto:
Report of Independent Accountants --- 13-34
Consolidated Statement of Income for the
years ended June 30, 1995, 1994 and 1993 --- 13-10
Consolidated Balance Sheet at June 30, 1995
and 1994 --- 13-12 and 13-13
Reference
Excerpt from Annual
Form 10-K Report as set forth
Annual Report in Exhibit 13
(Page) (Page)
Consolidated Statement of Cash Flows for
the years ended June 30, 1995,
1994 and 1993 --- 13-14 and 13-15
Notes to Consolidated Financial Statements --- 13-18 to 13-32
Consent and Report of Independent
Accountants F-2 ---
Schedule:
II - Valuation and Qualifying Accounts F-3 ---
Individual financial statements and related applicable schedules
for the Registrant (separately) have been omitted because the Registrant
is primarily an operating company and its subsidiaries are considered to
be totally-held.
Schedules other than those listed above have been omitted from this
Annual Report because they are not required, are not applicable, or the
required information is included in the consolidated financial
statements or the notes thereto.
F-1
COOPERS Coopers & Lybrand L.L.P.
& LYBRAND
a professional services firm
CONSENT AND REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Parker Hannifin Corporation
Our report on the consolidated financial statements of Parker Hannifin
Corporation has been incorporated by reference from page 22 of the 1995
Annual Report to Shareholders of Parker Hannifin Corporation, as
specifically excerpted on page 13-34 of Exhibit 13 to this Form 10-K. In
connection with our audit of such financial statements, we have also
audited the related financial statement schedule listed in the index on
page F-1 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
We consent to the incorporation by reference in the registration statement
of Parker Hannifin Corporation on Forms S-8 (File Nos. 33-53193, 33-43938
and 2-66732) of our report dated August 3, 1995 on our audit of the
consolidated financial statements and financial statement schedule of
Parker Hannifin Corporation as of June 30, 1995 and 1994, and for the years
ended June 30, 1995, 1994, and 1993, which report is included in Exhibit 13
of this Form 10-K.
Coopers & Lybrand L.L.P.
Cleveland, Ohio
September 28, 1995
F-2
PARKER HANNIFIN CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 1993, 1994 and 1995
(Dollars in Thousands)
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Other Balance
Beginning Costs and (Deductions)/ At End
Description Of Period Expenses Additions (A) Of Period
Allowance for doubtful accounts:
Year ended June 30,1993 $ 3,863 $ 1,940 $ (1,657) $ 4,146
Year ended June 30,1994 4,146 2,597 (2,012) 4,731
Year ended June 30,1995 4,731 2,411 (529) 6,613
(A) Net balance of deductions due to uncollectible accounts charged off
and additions due to acquisitions or recoveries.
F-3
Exhibit Index
Exhibit No. Description of Exhibit
(3) Articles of Incorporation and By-Laws
(3)(a) Amended Articles of Incorporation (A).
(3)(b) Code of Regulations, as amended (A).
(4) Instruments Defining Rights of Security Holders:
(4)(a) Rights Agreement, dated February 10, 1987, between
the Registrant and Society National Bank (as
successor to Ameritrust Company National
Association) (A).
The Registrant is a party to other instruments,
copies of which will be furnished to the Commission
upon request, defining the rights of holders of its
long-term debt identified in Note 7 of the Notes to
Consolidated Financial Statements appearing on page
34 in the Annual Report as specifically excerpted
on pages 13-23 and 13-24 of Exhibit 13 hereto,
which Note is incorporated herein by reference.
(10) Material Contracts:
(10)(a) Form of Change in Control Agreement entered into by
the Registrant and certain executive officers, as
amended and restated as of August 17, 1995.*
(10)(b) Form of Indemnification Agreement entered into by
the Registrant and its directors and certain
executive officers (B).
(10)(c) Executive Liability and Indemnification Insurance
Policy (C).
(10)(d) Parker-Hannifin Corporation Supplemental Executive
Retirement Benefits Program (July 16, 1992
Restatement), as amended as of August 17, 1995.*
(10)(e) Parker-Hannifin Corporation 1982 Employees Stock
Option Plan, as amended October 25, 1984 and
January 29, 1987 (D).*
(10)(f) Parker-Hannifin Corporation 1987 Employees Stock
Option Plan, as amended as of August 17, 1995 (E).*
(10)(g) Parker-Hannifin Corporation 1990 Employees Stock
Option Plan, as amended as of August 17, 1995 (F).*
(10)(h) Amendment to Parker-Hannifin Corporation 1990
Employees Stock Option Plan (G).*
Exhibit No. Description of Exhibit
(10)(i) Parker-Hannifin Corporation 1993 Stock Incentive
Program, as amended as of August 17, 1995 (H).*
(10)(j) Retirement Plan for Outside Directors of Parker-
Hannifin Corporation (I).*
(10)(k) Parker-Hannifin Corporation 1995 Target Incentive
Bonus Plan Description (J).*
(10)(l) Parker-Hannifin Corporation 1996 Target Incentive
Bonus Plan Description.*
(10)(m) Parker-Hannifin Corporation 1993-94-95 Long Term
Incentive Plan Description (K).*
(10)(n) Parker-Hannifin Corporation 1994-95-96 Long Term
Incentive Plan Description, as amended as of August
17, 1995.*
(10)(o) Parker-Hannifin Corporation 1995-96-97 Long Term
Incentive Plan Description, as amended as of August
17, 1995.*
(10)(p) Parker-Hannifin Corporation 1996-97-98 Long Term
Incentive Plan Description.*
(10)(q) Parker-Hannifin Corporation Savings Restoration
Plan, as amended as of August 17, 1995.*
(10)(r) Parker-Hannifin Corporation Pension Restoration
Plan, as amended as of August 17, 1995.*
(10)(s) Parker-Hannifin Corporation Executive Deferral
Plan, as amended as of August 17, 1995.*
(10)(t) Parker-Hannifin Corporation 1995 Volume Incentive
Plan (L).*
(10)(u) Parker-Hannifin Corporation 1996 Volume Incentive
Plan.*
(10)(v) Parker-Hannifin Corporation Non-Employee Directors'
Stock Plan, as amended as of August 17, 1995.*
(10)(w) Parker-Hannifin Corporation Deferred Compensation
Plan for Directors (M).*
(11) Computation of Common Shares Outstanding and
Earnings Per Share.
(13) Excerpts from Annual Report to Shareholders for the
fiscal year ended June 30, 1995 which are
incorporated herein by reference thereto.
(21) List of subsidiaries of the Registrant.
Exhibit No. Description of Exhibit
(24) Consents of Experts (contained in Consent and
Report of Independent Accountants appearing on
Page F-2 of this Form 10-K).
(25) Power of Attorney
(27) Financial Data Schedules
*Management contracts or compensatory plans or arrangements.
(A) Incorporated by reference to Exhibits to the
Registrant's Registration Statement on Form S-8
(No. 333193) filed with the Commission on
April 20, 1994.
(B) Incorporated by reference to Exhibit 10(f) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(C) Incorporated by reference to Exhibit 10(g) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(D) Incorporated by reference to Exhibit 10(i) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(E) Incorporated by reference to Exhibit 10(j) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(F) Incorporated by reference to Exhibit 10(k) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(G) Incorporated by reference to Exhibit 10(i) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1993.
(H) Incorporated by reference to Exhibit 10(j) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1993.
(I) Incorporated by reference to Exhibit 10(n) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1994.
(J) Incorporated by reference to Exhibit 10(p) to the
Registrant's Report on Form 10-K for the fiscal
year ended June 30, 1993.
(K) Incorporated by reference to the table captioned
"Long Term Incentive Plan-Awards in Fiscal 1993"
contained on page 7 of the Company's Proxy
Statement for the 1993 Annual Meeting of
Shareholders.
(L) Incorporated by reference to Exhibit 10 to the
Registrant's Report on Form 10-Q for the calendar
quarter ended September 30, 1994.
(M) Incorporated by reference to Exhibit 10(b) to the
Registrant's Report on Form 10-Q for the calendar
quarter ended December 31, 1994.
Shareholders may request a copy of any of the exhibits to this Annual
Report on Form 10-K by writing to the Secretary, Parker-Hannifin
Corporation, 17325 Euclid Avenue, Cleveland, Ohio 44112.