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PH · Parker-Hannifin Corp

252 filings

8-K

PH 8-K Current Reports

Parker-Hannifin Corp - 252 current reports

Filing record · 2016–202610-K1110-Q328-K110

PH filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jun ’17Jun ’17
  2. Deal closed8-K · Oct ’19Oct ’19
  3. Material agreement8-K · Aug ’21Aug ’21
  4. Material agreement8-K · Nov ’25Nov ’25
Showing 1-50 of 252 filings
8-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Sep 14, 2026)

Parker-Hannifin Corporation (PH) has successfully completed two registered offerings of senior notes, raising a total of $2.4 billion in U.S. dollars and €2.025 billion in Euros. These offerings consist of multiple tranches with varying maturity dates and interest rates, ranging from 2028 to 2033 for the U.S. Notes and 2030 to 2036 for the Euro Notes. The primary purpose of these significant debt financings is to repay existing borrowings under a 364-day term loan facility. This term loan was originally incurred to finance the acquisition of Filtration Group Corporation. This refinancing indicates a strategic move by Parker-Hannifin to manage its capital structure post-acquisition, likely aiming for more favorable long-term debt terms and a more stable funding profile.

Sep 14, 20268-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Sep 10, 2026)

Parker-Hannifin Corporation (PH) has announced the pricing of two significant debt offerings: a $2.4 billion U.S. Dollar-denominated senior notes offering and a €2.025 billion Euro-denominated senior notes offering. These offerings are aimed at refinancing existing debt, specifically the borrowings under the 364-Day Term Loan Agreement used for the acquisition of Filtration Group Corporation. The U.S. notes comprise multiple tranches with maturities ranging from 2028 to 2033 and interest rates between 4.750% and 5.300%. The Euro notes, with maturities from 2030 to 2036, carry interest rates from 3.800% to 4.375%. The successful completion of these offerings, expected around September 14, 2026, indicates Parker-Hannifin's ability to access capital markets effectively to support its strategic growth initiatives and manage its debt structure post-acquisition. Investors should note that the proceeds are earmarked for debt repayment, which should be viewed as a positive step in strengthening the company's balance sheet after the Filtration Group acquisition.

Sep 10, 20268-K
Other Events

Parker-Hannifin Corp 8-K Report, Corporate Update (Sep 8, 2026)

Parker-Hannifin Corporation (PH) has announced significant updates regarding its credit facilities and its pending acquisition of CIRCOR International, Inc.'s Commercial and Defense Aerospace business. The company has entered into a new, larger revolving credit agreement, increasing its total revolving line of credit to $5.0 billion, and has correspondingly raised its commercial paper program size to $5.0 billion. This enhanced liquidity provides robust financial flexibility to support ongoing operations and strategic initiatives. Furthermore, PH has entered into a definitive agreement for the CIRCOR Acquisition, valued at approximately $2.55 billion, expected to be funded by new debt, including commercial paper, and cash on hand. To support this acquisition, the company has also arranged a Three-Year Term Loan Agreement for up to $2.0 billion, which includes a delayed draw feature. While these developments signal strategic growth, investors should note that both the acquisition and the term loan agreement are subject to customary closing conditions and other uncertainties.

Sep 8, 20268-K
Acquisitions & DispositionsFinancial EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Acquisition Completed (Aug 13, 2026)

Parker-Hannifin Corporation (PH) has officially completed its acquisition of Filtration Group Corporation, a significant move for the company. The merger, finalized on August 13, 2026, was executed through Parker's wholly-owned subsidiary, Prosper Merger Sub Corp. This strategic acquisition was priced at $9.25 billion on a cash-free, debt-free basis, subject to a net working capital adjustment, signaling a substantial investment in expanding Parker's market presence and capabilities. The completion of this merger is a key event for investors, indicating future growth opportunities and potential integration challenges. Investors should closely monitor the integration process and the impact of Filtration Group on Parker's financial performance moving forward. To finance this substantial acquisition, Parker-Hannifin successfully drew down $5.25 billion from its 364-Day Credit Facility and $2.50 billion from its Three-Year Credit Facility on the closing date. These borrowings were used to fund a portion of the $9.25 billion purchase price, along with associated fees and expenses. This move demonstrates Parker's ability to secure significant financing to execute its strategic objectives, but also highlights the increased leverage on the company's balance sheet. Investors will be keen to understand the company's debt repayment strategy and the anticipated impact on its credit profile and profitability.

Aug 13, 20268-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Aug 6, 2026)

Parker-Hannifin reported record fiscal 2026 fourth-quarter and full-year results. Q4 sales rose 9.8% to a record $5.76 billion, with organic growth of 8.0%. GAAP diluted EPS increased 19% to $8.54, and adjusted EPS increased 21% to a record $9.27. Adjusted segment operating margin was 28.0% for the quarter, up 110 bps. Full-year sales reached a record $21.5 billion (+8.3%, organic +6.6%), and adjusted EPS rose 18% to $32.31. Cash flow from operations was a record $4.4 billion, and the company returned nearly $2 billion to shareholders. Q4 results include an $84 million one-time reduction in cost of sales from IEEPA tariff refunds, which added roughly $0.65 to adjusted-excluded EPS. The adjusted figures exclude this benefit, so investors should look at adjusted results with that in mind. For fiscal 2027, management guided to reported and organic sales growth of 5.5% to 8.5%, GAAP EPS of $30.00 to $31.00, and adjusted EPS of $34.25 to $35.25 (about 6% to 9% growth over FY26 adjusted EPS). This guidance excludes the pending acquisitions of Filtration Group and CIRCOR's Commercial and Defense Aerospace business. Management raised its FY31 adjusted segment operating margin target by 300 bps to 30% and reiterated targets of 4% to 6% organic growth, a 17% free cash flow margin, and greater than 10% adjusted EPS growth. Demand indicators were strong, with Q4 orders up 19% and record backlog of $12.8 billion. The company is also changing its order-rate methodology to a 12-month rolling basis beginning in FY27, which will affect comparability with prior reported order figures. Overall, the filing shows strong execution, expanding margins, and rising backlog, supported by a broadening industrial recovery and an aerospace segment at record levels. Risks include the one-time nature of the tariff benefit, integration of pending and recent acquisitions, the reliance on non-GAAP measures, and exposure to macroeconomic, trade-policy, and geopolitical factors noted in the forward-looking statements.

Aug 6, 20268-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Apr 30, 2026)

Parker-Hannifin reported fiscal Q3 2026 (quarter ended March 31, 2026) with record net sales of $5.49 billion, up 11% reported and 6.5% organic. Orders rose 9% across all reported businesses, and backlog reached a record $12.5 billion. Aerospace Systems was the standout, with sales up 15.5% (14.2% organic) and adjusted segment operating margin of 29.5%. Diversified Industrial sales rose 8.4%, with International up 12.7% and North America up 5.4%, though North America organic growth was a more modest 2.8%. GAAP results were weaker than the headline numbers. Diluted EPS was $7.06, down 4% from $7.37, because the prior-year quarter included a one-time $180 million discrete tax benefit ($1.37 per share). Net income fell 6% to $904 million. On an adjusted basis, which excludes amortization of acquired intangibles and other items, EPS rose 18% to a record $8.17 and adjusted net income rose 16% to $1.05 billion. Investors should weigh the gap between GAAP and adjusted figures, which is driven largely by recurring intangible amortization of about $1.16 per share in the quarter. Management raised FY2026 guidance, now calling for reported sales growth of about 7%, adjusted EPS of about $31.20 (mid-teens growth), and reported EPS of about $27.10. Year-to-date operating cash flow was a record $2.6 billion, and the company repurchased $275 million of shares in the quarter. The board also approved an 11% increase in the quarterly dividend, extending a 70-year record of annual dividend increases. Net debt rose during the period because of about $1.0 billion in acquisitions, including the pending Filtration Group deal and the Curtis Instruments integration.

Apr 30, 20268-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Mar 17, 2026)

This 8-K filing from Parker-Hannifin Corporation (PH) reports the upcoming departure of a long-standing board member, Kevin A. Lobo. Mr. Lobo, who has served on the board since 2013, has decided not to stand for reelection at the upcoming 2026 Annual Meeting of Shareholders. This decision is attributed to his election to the Board of Directors of GE HealthCare Technologies Inc., indicating a potential reallocation of his time and focus to his new role. Importantly, the filing explicitly states that Mr. Lobo's decision is not due to any disagreements with Parker-Hannifin regarding its operations, policies, or practices. Investors can take comfort in knowing that this change appears to be driven by Mr. Lobo's increased commitments elsewhere, rather than any internal company issues. Mr. Lobo is expected to continue his service as a director until the end of his current term, ensuring a smooth transition.

Mar 17, 20268-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Jan 29, 2026)

Parker-Hannifin (NYSE: PH) reported fiscal 2026 second-quarter results for the quarter ended December 31, 2025, with record sales of $5.2 billion, up 9% year over year, and organic growth of 6.6%. Segment operating margin expanded 180 bps to 23.9% (27.1% adjusted, up 150 bps). Reported net income fell 11% to $845 million and diluted EPS fell 9% to $6.60, but the prior-year period included a one-time after-tax divestiture gain of $223 million (about $1.70 per share). On a comparable adjusted basis, net income rose 15% to $980 million and adjusted EPS rose 17% to a record $7.65. Order rates grew 9% company-wide, and backlog reached a record $11.7 billion. Segment performance was broad-based. Aerospace Systems led with 14.5% reported sales growth (13.5% organic), a 26.0% reported segment margin (30.2% adjusted), and a record multi-year backlog of about $8 billion, supported by 26% commercial OEM and 17% aftermarket growth. Diversified Industrial North America grew organically 2.5%, with record adjusted margin of 25.4%. International Businesses grew organically 4.6%, with Asia up 9% and EMEA back to positive growth at 2%. Management raised full-year FY2026 guidance: reported sales growth is now 5.5% to 7.5%, adjusted segment margin is 27.0% to 27.4%, and adjusted EPS is $30.40 to $31.00 (GAAP EPS $26.26 to $26.86). The company also announced a definitive agreement to acquire Filtration Group Corporation, which would expand its aftermarket business and its presence in life sciences, HVAC/R, and in-plant and industrial verticals. Investors should weigh the strong operating momentum and raised outlook against the large pending acquisition, which is reflected in rising debt (current debt of $2.4 billion, up from $1.8 billion) and a $1.0 billion net cash outflow for acquisitions in the first half. Cash flow from operations was $1.6 billion, roughly flat year over year, and inventories rose to $3.2 billion.

Jan 29, 20268-K
Material AgreementsFinancial EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Material Agreement (Dec 10, 2025)

Parker-Hannifin Corporation (PH) has announced the establishment of significant new credit facilities to finance a portion of its proposed acquisition of Filtration Group Corporation. On December 10, 2025, the company entered into two agreements: a $5.25 billion 364-day term loan facility with Barclays Bank PLC and a $2.50 billion three-year term loan facility with KeyBank National Association. These unsecured, delayed draw facilities collectively provide up to $7.75 billion in committed financing, underscoring the substantial capital required for the Filtration Group acquisition. The terms include customary covenants, events of default, and interest based on SOFR plus an applicable margin tied to the company's credit ratings.

Dec 10, 20258-K
Material AgreementsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Material Agreement (Nov 12, 2025)

Parker-Hannifin Corporation (PH) has announced a significant strategic move by entering into a definitive agreement to acquire Filtration Group Corporation for $9.25 billion in cash, on a cash-free, debt-free basis. This acquisition, expected to be financed through new debt and existing cash, positions Parker-Hannifin to enhance its filtration technologies portfolio, particularly for critical applications. The deal is subject to customary closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Act, and is anticipated to close by February 10, 2027, with potential extensions. This transaction represents a substantial investment for Parker-Hannifin and underscores a commitment to growth through strategic acquisitions. Investors should monitor the progress of regulatory approvals and the integration process post-closing, as the successful realization of synergies and value creation will be key determinants of the acquisition's long-term success. The company has provided a cautionary note regarding forward-looking statements, highlighting potential risks and uncertainties associated with the merger, including integration challenges, regulatory hurdles, and the possibility of the transaction not closing.

Nov 12, 20258-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Nov 6, 2025)

Parker-Hannifin reported fiscal 2026 first-quarter results (quarter ended September 30, 2025) with record sales of $5.1 billion, up roughly 3.7% reported, and 5% organic growth. Reported EPS was $6.29, up 18%, and adjusted EPS was a record $7.22, up 16%. Net income rose 16% to $808 million. Segment operating margin expanded 160 bps to 24.2% reported and 170 bps to 27.4% on an adjusted basis, supported by the Aerospace Systems segment, where sales grew 13.3% and adjusted margin reached 30.0%. Orders were up 8% company-wide, and total backlog hit a record $11.3 billion, indicating continued demand strength. Management raised full-year fiscal 2026 guidance, now including the Curtis Instruments acquisition. Total sales growth is now expected at 4.0% to 7.0%, with organic growth of about 4% at the midpoint. Adjusted segment operating margin is guided to 26.8% to 27.2%, and EPS to $25.53 to $26.33 reported, or $29.60 to $30.40 adjusted. Investors should note that the quarter included about $1.0 billion of acquisition spending, a sharp rise in debt (short-term debt of $2.8 billion versus $1.8 billion at June 30), and roughly $522 million of share repurchases. The Diversified Industrial segment was mixed. North America reported negative reported sales growth of 2.7% but positive organic growth of 2.1%, while International grew organically only 1.0%, with EMEA down 3% and APAC up 6%. The company is still dependent on aerospace strength to offset gradual industrial recovery, and the filing's forward-looking risk factors, including tariffs, the Curtis integration, and international conflicts, remain relevant.

Nov 6, 20258-K
Shareholder Matters

Parker-Hannifin Corp 8-K Report, Shareholder Vote Results (Oct 28, 2025)

This 8-K filing from Parker-Hannifin Corp (PH) reports the results of their 2025 Annual Meeting of Shareholders, held on October 22, 2025. The primary focus for investors is the overwhelmingly positive shareholder support for key corporate governance matters. All incumbent directors standing for re-election were approved with substantial margins, indicating strong shareholder confidence in the current leadership and their strategic direction. Additionally, shareholders provided advisory approval for the compensation of named executive officers and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the upcoming fiscal year.

Oct 28, 20258-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Sep 2, 2025)

Parker-Hannifin Corporation (PH) has announced a significant change in its Board of Directors with the immediate election of Beth A. Wozniak as a Director. Her term will extend through the Annual Meeting of Shareholders in October 2025. This appointment is investor-focused as it brings new expertise to the Board's oversight functions, particularly within the Human Resources and Compensation and Corporate Governance and Nominating Committees. Investors should note that Ms. Wozniak's appointment is routine and she is not involved in any material related-party transactions. She will be compensated according to the Company's established non-employee Director compensation plan, which includes pro-rated restricted stock units, aligning her interests with shareholders. The Company has also entered into a standard indemnification agreement with Ms. Wozniak, providing typical protections afforded to directors.

Sep 2, 20258-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Aug 7, 2025)

Parker-Hannifin reported fiscal 2025 fourth quarter and full-year results (quarter ended June 30, 2025) that reflect a record year for earnings per share, margins and cash flow. Q4 net sales were a record $5.24 billion (up 1% reported, 2% organic), diluted EPS was $7.15 (up 19% reported; record $7.69 adjusted, up 14%), and segment operating margin expanded 170 bps to 23.9% (26.9% adjusted, up 160 bps). For the full year, sales were $19.85 billion (organic growth roughly 1% per the release, though the supplemental table shows (3.0)% for the Diversified Industrial segment and 12.6% for Aerospace), diluted EPS was $27.12 (record $27.33 adjusted), and operating cash flow rose 12% to $3.78 billion. Results were supported by a $252 million gain on divestitures in the full year and a $215 million discrete tax benefit, so reported earnings growth flatters the underlying trend; adjusted figures are the more comparable basis. Aerospace Systems was the clear standout, with Q4 sales up 9.7% (8.6% organic), adjusted segment margin of 29.0%, and a record $7.4 billion backlog. Aerospace order rates rose 12%. The Diversified Industrial businesses are showing early signs of recovery: North America organic sales declined 1.4% but order rates have been positive for three consecutive quarters, and International organic growth turned positive at 0.6% with Asia Pacific strongest. Management guides FY26 sales growth of 2% to 5% (about 3% organic at the midpoint), a segment operating margin of 23.3% to 23.7% (26.3% to 26.7% adjusted), and EPS of $24.68 to $25.68 ($28.40 to $29.40 adjusted), and expects a return to positive organic growth in the Industrial businesses. Capital deployment remained active: the company repurchased $1.6 billion of shares for the year, raised its quarterly dividend 10%, and announced an agreement to acquire Curtis Instruments to expand its electrification offering. Total debt fell meaningfully, with notes payable and current debt down from $3.4 billion to $1.8 billion year over year. Investors should note that the 8-K furnishes the earnings release under Item 2.02 and that the outlook implies GAAP EPS below the FY25 level, largely due to the absence of the one-time FY25 gains and tax benefits.

Aug 7, 20258-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (May 1, 2025)

Parker-Hannifin reported fiscal Q3 2025 results (quarter ended March 31, 2025) that were strong on profitability but flat on top-line growth. Reported sales were $4.96 billion, down 2% year over year, with organic growth of about 1%. Reported diluted EPS rose 33% to $7.37, and adjusted EPS rose 7% to $6.94. Reported segment operating margin expanded 170 bps to 23.2%, and adjusted segment operating margin reached a record 26.3%, up 160 bps. The large reported EPS increase was driven by a $250 million net gain on divestitures and a $180 million discrete tax benefit, both excluded from adjusted figures. Cash flow from operations rose 8% to $2.3 billion year to date, and the company repurchased $650 million of shares in the quarter. The Aerospace Systems segment was the clear standout, with sales up 11.6% and organic growth of 11.7% on aftermarket strength, a record adjusted margin of 28.7%, and a record backlog of $7.3 billion. Diversified Industrial was weaker, with North America organic sales down 3.5% amid softness in transportation, off-highway, and energy, while International organic sales fell 2.8%, including a 7% decline in EMEA. Order rates improved to +9% overall, with Aerospace at +14%, suggesting better forward visibility, though the industrial recovery remains delayed. Management updated FY25 guidance. Reported sales growth is now expected at about (1%), with organic growth of about 1%, and reported EPS of $25.92 to $26.12 (adjusted $26.60 to $26.80). Management said tariff impacts are fully offset by mitigation actions, and it raised its Aerospace organic growth outlook to about 12% while lowering Industrial organic growth to about (3%). The company also announced a 10% quarterly dividend increase to $1.80 and reaffirmed its fiscal 2029 financial targets.

May 1, 20258-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Feb 20, 2025)

Parker-Hannifin Corporation (PH) has completed a registered offering of €700 million in aggregate principal amount of 2.900% Senior Notes due 2030. This issuance is a key financial event, signaling the company's strategy to manage its debt profile. The proceeds are earmarked for repaying the company's 1.125% Senior Notes due 2025 at maturity, indicating a proactive approach to refinancing existing obligations at potentially different interest rates or maturity profiles. Investors should note the details of the new notes, including their fixed interest rate of 2.900% paid annually, and the redemption provisions. The notes are redeemable at the company's option under specific conditions, including prior to February 1, 2030, and at 100% of principal plus accrued interest if certain U.S. tax changes occur. A change of control provision requires the company to offer to purchase the notes at 101% of their principal amount. The new notes are senior unsecured obligations, ranking equally with other senior unsecured debt and effectively subordinated to secured debt.

Feb 20, 20258-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Feb 7, 2025)

Parker-Hannifin Corporation (PH) has filed an 8-K report detailing the pricing of a new debt offering. The company will issue €700 million in senior notes due in 2030, carrying a 2.900% annual interest rate. These notes are scheduled to mature on March 1, 2030, with interest paid annually. The primary purpose of this offering is to refinance existing debt, specifically its 1.125% senior notes due in 2025. The net proceeds, along with available cash, will be used to repay these maturing notes. Pending this repayment, the company may temporarily invest the proceeds in interest-bearing accounts or short-term securities, or use them to repay short-term indebtedness. The offering is expected to close around February 20, 2025, subject to standard closing conditions.

Feb 7, 20258-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Jan 30, 2025)

Parker-Hannifin's fiscal Q2 2025 results (quarter ended December 31, 2024) showed mixed headline numbers with strong underlying profitability. Reported net sales were $4.74 billion, down 1.6% year over year, with organic growth of only about 1% (0.7% per the company's reconciliation). Reported diluted EPS rose 39% to $7.25, but this was inflated by a $250 million gain on divestitures (about $1.91 per share). On an adjusted basis, EPS was $6.53, up 6%, and adjusted segment operating margin reached a record 25.6%, up 110 basis points. Management highlighted operational excellence and a 14% organic growth surge in Aerospace Systems, while Diversified Industrial remained soft, with continued weakness in transportation, off-highway, and Europe. Cash generation and balance sheet repair were the clearest positives. Year-to-date operating cash flow rose 24% to $1.68 billion, or 17.4% of sales, and free cash flow reached $1.46 billion. Proceeds from divestitures helped reduce debt by roughly $1.1 billion in the quarter, and total debt fell meaningfully from June 2024 levels. Order rates were positive across all reported businesses, with Parker-wide orders up 5%, North America industrial orders turning positive on long-cycle strength, and Aerospace orders up 9%. The company trimmed some guidance elements while raising others. FY25 sales guidance is now (2%) to 1% reported, with organic growth of about 2%, reflecting stronger Aerospace (now about 11% organic growth) offset by currency headwinds and a continued delay in the expected industrial recovery. Adjusted EPS guidance is $26.40 to $27.00, and free cash flow guidance is $3.0 billion to $3.3 billion. Investors should weigh the strong margin and cash execution against a still-soft industrial backdrop and reliance on the Aerospace aftermarket cycle.

Jan 30, 20258-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Oct 31, 2024)

Parker-Hannifin reported fiscal 2025 first quarter results (quarter ended September 30, 2024) with record adjusted segment operating margin and record adjusted EPS, and raised its full-year earnings outlook. Reported net sales rose 1.2% to $4.90 billion, with organic growth of 1.4%. Diluted EPS was $5.34 (up 7%), and adjusted EPS was $6.20 (up 4%). Reported segment operating margin was 22.6% (up 130 bps), and adjusted segment operating margin reached a record 25.7% (up 80 bps). Cash flow from operations rose 14% to $744 million, or 15.2% of sales. The quarter's story is divergence across segments. Aerospace Systems was the standout, with sales up 17.8% (17.2% organic), adjusted segment margin of 27.9%, and order growth of 7%, driven by strong aftermarket sales in both commercial and defense markets. Diversified Industrial was weaker: North America sales fell 5.8% (5.0% organic) with orders down 3%, reflecting softness in transportation and off-highway markets and project delays in in-plant and energy, while International sales fell 2.4% with Europe weak and Asia positive. Management noted near-term pressure in select industrial markets. Full-year fiscal 2025 guidance was updated. Reported sales growth is now expected at 0.5% to 3.5% (organic 1.5% to 4.5%), reflecting an expected divestiture in North America Diversified Industrial of roughly 1.5% of sales. Adjusted segment margin is guided to about 25.7%, and reported EPS to $22.78 to $23.48 (adjusted $26.35 to $27.05), with free cash flow of $3.0 billion to $3.3 billion. Management reiterated its fiscal 2029 targets.

Oct 31, 20248-K
Shareholder Matters

Parker-Hannifin Corp 8-K Report, Shareholder Vote Results (Oct 29, 2024)

Parker-Hannifin Corporation (PH) filed an 8-K report detailing the outcomes of its 2024 Annual Meeting of Shareholders held on October 23, 2024. The key outcomes include the election of ten directors to serve until the 2025 Annual Meeting, the advisory approval of executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025. All proposals presented to shareholders received substantial support, indicating continued investor confidence in the company's governance and leadership. Notably, all director nominees were overwhelmingly elected, with votes 'For' significantly outpacing 'Against,' 'Abstentions,' and 'Broker Non-Votes.' Similarly, the compensation of the Named Executive Officers received advisory approval, though with a larger percentage of 'Against' votes compared to director elections, which is typical for 'say-on-pay' proposals. The ratification of the independent auditor also passed with very strong support, reinforcing the company's financial reporting oversight.

Oct 29, 20248-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Aug 8, 2024)

Parker-Hannifin (NYSE: PH) reported fiscal 2024 fourth-quarter and full-year results on August 8, 2024, alongside initial fiscal 2025 guidance. Q4 net sales rose 2% to a record $5.19 billion (organic growth of 3%, or 2.8% per the reconciliation), led by a 19% jump in Aerospace Systems sales. Diluted GAAP EPS was $6.01 (up 10%), while adjusted EPS reached a record $6.77 (up 11%). Adjusted segment operating margin hit a record 25.3%, up 130 bps, and adjusted EBITDA margin expanded 190 bps to 26.3%. Note that the press release describes the adjusted figures as records, so the adjusted comparisons are the main story; reported GAAP segment margin rose only 10 bps to 22.2%. For the full fiscal year, sales rose 5% to a record $19.9 billion (organic growth of 2%), and GAAP EPS climbed 36% to $21.84, helped by lower acquisition-related costs and divestiture gains. Operating cash flow grew 14% to $3.4 billion, and free cash flow was roughly $3.0 billion, about 105% of net income. Management also said net leverage fell to 2.0x adjusted EBITDA after roughly $2 billion of debt paydown during the year. Divisional performance was uneven: Aerospace Systems sales grew 25% for the year and drove the margin gains, while the Diversified Industrial segment faced continued softness in transportation, off-highway, and European markets, with organic sales down about 2% for the year. For fiscal 2025, Parker guided to reported sales growth of 1.5%–4.5% (organic 2%–5%), an adjusted segment operating margin of 25.2%–25.6%, and adjusted EPS of $26.30–$27.00 (GAAP EPS of $22.65–$23.35). Management reiterated its FY29 targets of more than $35 in adjusted EPS and roughly $18 billion in cumulative free cash flow. Investors should weigh the strong Aerospace momentum and deleveraging against a cautious industrial recovery outlook and the heavy reliance on non-GAAP adjustments.

Aug 8, 20248-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Jul 10, 2024)

Parker-Hannifin Corporation (PH) announced a significant addition to its Board of Directors with the election of E. Jean Savage, effective immediately. Ms. Savage will serve a term that concludes at the October 2024 Annual Meeting of Shareholders and has been appointed to key committees, including the Audit Committee and the Corporate Governance and Nominating Committee. This move signals an expansion of the board's expertise, particularly in areas critical to financial oversight and corporate governance. Ms. Savage's appointment does not involve any related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. She will be compensated according to the standard arrangements for non-employee directors, which includes a pro-rated award of restricted stock units (RSUs), aligning her interests with those of shareholders. The company also formalized its commitment to her by entering into a standard Indemnification Agreement, mirroring those provided to other directors and officers, ensuring appropriate protection.

Jul 10, 20248-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (May 2, 2024)

Parker-Hannifin's fiscal Q3 2024 results (quarter ended March 31, 2024) showed record sales of $5.07 billion, essentially flat year over year (+0.3% reported, +1.2% organic). The headline story is margin and earnings quality rather than top-line growth: segment operating margin was 21.5% as reported and a record 24.7% adjusted, up 150 basis points, while adjusted EPS rose 10% to a record $6.51 (reported diluted EPS $5.56). Aerospace Systems was the clear standout, with sales up 18% and adjusted segment margin of 26.7%, while both Diversified Industrial segments saw sales declines of roughly 5-6% and orders down 4% (North America) and 8% (International). Cash generation and balance sheet deleveraging were also strong. Year-to-date operating cash flow rose 20% to a record $2.1 billion (14.6% of sales), and free cash flow reached $1.86 billion. Net debt to adjusted EBITDA fell to 2.2x from 3.1x a year earlier, and management reaffirmed a roughly $2 billion debt paydown target for FY24. The company also raised its FY24 guidance for adjusted segment operating margin to about 24.6% and adjusted EPS to $24.65-$24.85 (reported $20.80-$21.00), while reaffirming sales growth of about 4% and free cash flow of about $3 billion. Investors should note that much of the reported margin improvement and EPS growth is driven by adjustments, notably large acquired-intangible amortization from the Meggitt acquisition, and that reported quarterly sales were flat. The filing also flags that Diversified Industrial demand remains soft, with destocking and weakness in off-highway and transportation markets. The upcoming May 16, 2024 investor meeting is positioned as the venue for a longer-term outlook.

May 2, 20248-K/A
Shareholder Matters

Parker-Hannifin Corp 8-K/A Report, Shareholder Vote Results (Mar 21, 2024)

This 8-K/A filing from Parker-Hannifin Corp (PH) serves as an amendment to a previous filing regarding the outcome of a shareholder vote at the 2023 Annual Meeting. The core information is that shareholders overwhelmingly approved, in a non-binding advisory vote, to hold "say-on-pay" votes annually. This aligns with the Board of Directors' recommendation and indicates a commitment to ongoing shareholder input on executive compensation practices.

Mar 21, 20248-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Feb 1, 2024)

Parker-Hannifin reported fiscal 2024 second-quarter results (quarter ended December 31, 2023) that beat expectations on profitability and raised full-year guidance. Net sales rose 3% to a record $4.82 billion, with organic growth of 2.9%. Segment operating margin was 21.1% as reported and a record 24.5% on an adjusted basis, up 300 basis points year over year. Reported diluted EPS was $5.23 (versus $3.04), and adjusted diluted EPS rose 29% to $6.15. Growth was driven mainly by Aerospace Systems, where sales rose 15% and adjusted segment margin expanded 590 basis points to 26.5%, helped by Meggitt integration synergies and strong aftermarket demand. Diversified Industrial results were mixed: North America sales declined 1.5% organically and International was roughly flat, with orders down 4% and 5% respectively, reflecting softness in off-highway markets and slow China recovery. Cash generation and deleveraging were strong. Year-to-date operating cash flow rose 26% to $1.35 billion, and free cash flow reached $1.15 billion, an 86% conversion of net income. Management used cash to reduce debt by about $400 million in the quarter and says it is on track to reach roughly 2.0x leverage by June 2024. Net debt to adjusted EBITDA fell to 2.3x from 3.4x a year earlier. Backlog was reported at $10.8 billion, and cumulative Meggitt synergies were raised to a $200 million target for FY24. Management raised its FY2024 outlook for segment operating margin and EPS. Reported EPS guidance is now $20.00 to $20.60, or $23.90 to $24.50 adjusted, and sales growth is expected at 3% to 5%. Adjusted segment margin guidance is 24.1% to 24.5%, and free cash flow guidance is $2.8 billion to $3.1 billion. Investors should note that reported results still include large acquisition-related intangible amortization, which creates a meaningful gap between GAAP and adjusted earnings. Management also still carries significant debt, although it is declining.

Feb 1, 20248-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Nov 2, 2023)

Parker-Hannifin's fiscal 2024 first quarter (ended September 30, 2023) delivered record sales of $4.8 billion, up 15% reported but only 2.3% organic, with the increase driven primarily by the Meggitt acquisition, which closed about one year earlier. Reported segment operating margin rose to 21.3%, while adjusted segment operating margin reached a record 24.9%, up 220 basis points. Reported diluted EPS was $4.99, up from $2.98 a year earlier, and adjusted EPS was $5.96, up 26% from $4.74. The gap between reported and adjusted results is largely driven by acquired intangible asset amortization of $155.5 million, which is excluded from adjusted figures and should be weighed by investors when assessing earnings quality. The Aerospace Systems segment was the standout, with sales up 65% to $1.2 billion and adjusted operating margin of 26.0%, up 610 basis points. Orders were up 2% company-wide, with Aerospace orders up 24% on a rolling 12-month basis, offset by declines of 4% in Diversified Industrial North America and 8% in Diversified Industrial International. Free cash flow was $552 million, up from $374 million, and management reiterated a fiscal 2024 free cash flow target of $2.6 to $3.0 billion. Leverage fell to 2.5x net debt to adjusted EBITDA, ahead of schedule. Management raised fiscal 2024 guidance for adjusted segment operating margin to 23.4% to 23.8% and adjusted EPS to $22.60 to $23.40, while reported sales growth guidance of 2.5% to 5.5% and reported EPS of $18.73 to $19.53 are the GAAP-basis figures. Organic growth guidance was reaffirmed at roughly 1.5%, indicating that much of the top-line growth comes from acquisitions rather than underlying demand. The company also announced that Vice Chairman and President Lee Banks will retire effective December 31, 2023.

Nov 2, 20238-K
Leadership ChangesShareholder MattersExhibits & Filings

Parker-Hannifin Corp 8-K Report, Executive Changes (Oct 30, 2023)

This 8-K filing from Parker-Hannifin Corporation (PH) primarily announces significant leadership transitions and key shareholder-approved corporate actions. Effective January 1, 2024, Andrew D. Ross will assume the role of President, in addition to his current position as Chief Operating Officer. This transition follows the retirement of current Vice Chairman and President, Lee C. Banks, who is retiring on December 31, 2023. Separately, Roger S. Sherrard, Vice President and President – Aerospace Group, will also retire on December 31, 2023. These retirements are stated to be unrelated to the company's financial or operating performance. Furthermore, the filing details the shareholder approval of the 2023 Omnibus Stock Incentive Plan and the Amended and Restated Global Employee Stock Purchase Plan. The new stock incentive plan replaces the prior 2016 plan and authorizes the issuance of 11.3 million shares, designed to attract, retain, and reward employees. The Amended GESP Plan extends the term by ten years and allows for Board delegation of administration. These corporate governance actions, alongside leadership changes, are important for investors to understand the company's long-term incentive structures and executive succession planning.

Oct 30, 20238-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Sep 5, 2023)

Parker-Hannifin Corporation (PH) has announced a significant addition to its Board of Directors with the election of Denise Russell Fleming, effective September 1, 2023. Ms. Fleming's appointment is for a term ending at the October 2023 Annual Meeting of Shareholders and includes her immediate placement on the Audit Committee and the Corporate Governance and Nominating Committee. This move signals a strengthening of the board's oversight capabilities, particularly in critical areas like financial reporting and corporate governance. Investors should note that Ms. Fleming's appointment is in line with the company's standard director compensation practices, involving a pro-rated award of restricted stock units (RSUs). The company has also entered into a standard indemnification agreement with Ms. Fleming, consistent with those provided to other directors and officers. There are no disclosed related-party transactions involving Ms. Fleming, indicating a clean and straightforward onboarding process.

Sep 5, 20238-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Aug 3, 2023)

Parker-Hannifin's fiscal Q4 2023 (quarter ended June 30, 2023) showed strong top-line and profitability results, driven largely by the Meggitt acquisition. Sales rose 22% to a record $5.1 billion, though organic growth was a more modest 6.4%, with acquisitions contributing 16.3 points. Adjusted segment operating margin reached a record 24.0% (22.1% as reported), and adjusted EPS grew 18% to a record $6.08. Reported diluted EPS was $5.44, reflecting acquisition amortization, integration costs, and inventory step-up charges. Aerospace Systems was the standout, with sales up 90% and adjusted margin of 25.8%, while Diversified Industrial North America orders fell 8% and International orders fell 1%. Full-year fiscal 2023 sales reached a record $19.1 billion (up 20%, organic up 11%), with operating cash flow of $3.0 billion and free cash flow of $2.6 billion (125% conversion of net income). The company paid down $846 million of debt in the quarter and reduced gross debt to adjusted EBITDA to 2.8x from 3.8x at the Meggitt close. Management expects roughly $2 billion of debt paydown in FY2024 and targets 2.0x leverage during FY2025. Leverage reduction and a large GAAP-to-adjusted gap in EPS are the key items for investors to monitor. For fiscal 2024, guidance calls for total sales growth of 3% to 6% (organic growth of about 1.5%), an adjusted segment margin of 23.0% to 23.4%, and adjusted EPS of $21.90 to $22.90, versus reported EPS guidance of $18.05 to $19.05. Management reiterated its fiscal 2027 targets of 4% to 6% organic growth over the cycle and $30 adjusted EPS. Investors should weigh the strong aerospace momentum and deleveraging against soft North American industrial orders, modest organic growth guidance, and the substantial difference between reported and adjusted earnings.

Aug 3, 20238-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (May 4, 2023)

Parker-Hannifin reported fiscal Q3 2023 results (quarter ended March 31, 2023) that were a record for the company, led by the Meggitt acquisition and strong organic growth. Net sales rose 24% to $5.06 billion, with organic sales up 11.5% (the release headlines this as 12%). Adjusted segment operating margin reached a record 23.2%, up 50 basis points, and adjusted EPS rose 23% to $5.93. GAAP diluted EPS was $4.54, and GAAP net income was $590.9 million, versus $348.0 million a year earlier. The large gap between GAAP and adjusted results is driven mainly by acquired intangible amortization ($145M in the quarter), Meggitt integration and acquisition costs, and inventory step-up amortization, partly offset by a $10.9M net loss on divestitures in the quarter. Aerospace Systems sales nearly doubled to $1.19 billion, though its GAAP segment margin was only 11.2% because of purchase accounting, versus 23.5% adjusted. Balance sheet and cash flow remain central to the story. Parker reduced debt by $615 million in the quarter and reported gross debt to adjusted EBITDA of 3.2x (net 3.1x), with a stated target of 2.0x during FY25. Year-to-date operating cash flow rose 16% to $1.79 billion, and free cash flow was $1.52 billion, or 111% of net income. Interest expense more than doubled to $152 million in the quarter, reflecting the debt raised for Meggitt, so investors should watch how quickly leverage declines against that cost. Management raised its FY23 guidance: organic sales growth is now expected at roughly 10%, and adjusted EPS at $20.60 to $20.90, while GAAP EPS guidance is $14.75 to $15.05. Orders grew 2% in total, Diversified Industrial orders declined 4% in both North America and International, and backlog reached a record $10.9 billion.

May 4, 20238-K
Corporate ChangesExhibits & Filings

Parker-Hannifin Corp 8-K Report, Bylaw Amendment (Apr 28, 2023)

Parker-Hannifin Corporation (PH) has filed an 8-K report detailing amendments to its Regulations, effective April 27, 2023. These changes are primarily driven by the need to comply with new universal proxy rules adopted by the SEC. The amendments focus on updating procedural requirements related to shareholder nominations of directors and the submission of proposals for shareholder meetings. This aims to streamline and clarify the processes involved in proxy solicitations and shareholder engagement.

Apr 28, 20238-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Apr 3, 2023)

Parker-Hannifin Corporation (PH) announced the immediate resignation of William F. Lacey from its Board of Directors, effective March 29, 2023. The company explicitly stated that Mr. Lacey's departure is not due to any disagreements concerning the company's operations, policies, or practices. Instead, he is stepping down to pursue a new career opportunity that presents a conflict with his continued service on the Board. This resignation, while noted, does not appear to indicate any underlying operational or strategic issues within Parker-Hannifin. Investors should view this as a standard personnel change due to external career advancement. The company has confirmed the absence of any disputes, which is a positive signal regarding board-level stability.

Apr 3, 20238-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Feb 2, 2023)

Parker-Hannifin reported fiscal Q2 2023 (quarter ended December 31, 2022) results that set records for sales, adjusted net income, and adjusted EPS. Reported net sales rose 22% to $4.67 billion, with organic growth of 10.3%. Roughly 16.5 points of the top-line increase came from acquisitions, primarily Meggitt plc, whose first full quarter was included, and Aerospace Systems sales jumped 84%. GAAP EPS was $3.04 (vs. $2.97), while adjusted EPS rose 7% to $4.76 (vs. $4.46). The gap between GAAP and adjusted results is large and largely reflects acquisition accounting: about $142 million of acquired intangible amortization, $112 million of inventory step-up amortization, and $33 million of integration costs. Profitability and balance sheet metrics show a clear mix shift. Total segment operating margin fell to 15.3% as reported (21.5% adjusted, down 10 bps year over year). Aerospace Systems' reported segment operating income collapsed to $8.8 million (0.8% margin) because of purchase accounting charges, though its adjusted margin held at 20.6%. Interest expense more than doubled to $147 million from $61 million, and gross debt rose to about $14.1 billion. Management reports gross debt/TTM adjusted EBITDA of 3.6x and net debt/adjusted EBITDA of 3.4x, with about $200 million of net debt reduction in the quarter. Operating cash flow for the first half was $1.08 billion (12.1% of sales), and free cash flow conversion was 114%. Management raised full-year FY2023 guidance for organic sales growth to 6% to 8% and for EPS to $13.50 to $14.00 as reported, or $19.20 to $19.70 adjusted. Orders rose 3% in total, with Aerospace orders up 22%, while International Diversified Industrial orders fell 4%. Management reiterated the $300 million Meggitt synergy target and its FY2027 financial targets. The quarter's outcome is strong on the top line and adjusted earnings, but investors should weigh the increased leverage, the heavy non-GAAP adjustments, and the Meggitt integration execution.

Feb 2, 20238-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Nov 3, 2022)

Parker-Hannifin reported record fiscal 2023 first-quarter sales of $4.23 billion, up 12% year over year, with organic sales up 14%. Adjusted total segment operating margin rose 70 basis points to 22.7%, and adjusted EPS reached a first-quarter record of $4.74, up 11% from $4.26. GAAP results were weaker: diluted EPS fell to $2.98 from $3.45, and net income attributable to common shareholders declined to $387.9 million from $451.2 million. The GAAP figures were distorted by a $390 million loss on deal-contingent forward contracts tied to the Meggitt acquisition, which was largely offset by a $373 million gain on the sale of the Aircraft Wheel and Brake (AWB) business. Interest expense more than doubled to $117.8 million, reflecting the debt raised to fund the acquisition. The company completed the Meggitt plc acquisition during the quarter and raised its full-year fiscal 2023 organic sales growth guidance to 4.5%-7.5%. Its GAAP EPS guidance is $12.85-$13.55, and its adjusted EPS guidance is $18.60-$19.30. Orders rose 5% company-wide, with Diversified Industrial North America up 3% and International up 6%. Aerospace Systems reported a sharp decline in GAAP segment margin to 12.4%, though adjusted margin was 19.9%. Leverage increased to 3.8x gross and 3.6x net debt to adjusted EBITDA, and management expects leverage to improve as Meggitt EBITDA is added. Management also announced that Jenny Parmentier will succeed Tom Williams as CEO effective January 1, 2023. For investors, the key questions are the pace of Meggitt synergy capture (management targets roughly $240 million of pre-tax synergies by FY26), the deleveraging path from about 3.6x net debt, and whether the Aerospace margin recovers after the AWB divestiture and program timing effects. The quarter's operating performance was strong, but the large non-cash and deal-related items make adjusted metrics central to evaluating underlying results.

Nov 3, 20228-K
Shareholder Matters

Parker-Hannifin Corp 8-K Report, Shareholder Vote Results (Oct 27, 2022)

This 8-K filing from Parker-Hannifin Corp (PH) details the outcomes of its 2022 Annual Meeting of Shareholders held on October 26, 2022. The primary focus is on the voting results for three key proposals. Investors will note that all nominated directors were overwhelmingly elected to serve until the 2023 Annual Meeting, indicating strong shareholder confidence in the current board's leadership and governance. Furthermore, shareholders approved, on a non-binding advisory basis, the compensation of the company's Named Executive Officers. This "say-on-pay" vote, while advisory, provides insight into shareholder sentiment regarding executive compensation practices. Lastly, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023 was ratified with a substantial majority, reinforcing the company's commitment to transparent financial reporting and audit oversight.

Oct 27, 20228-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Oct 26, 2022)

Parker-Hannifin Corporation (PH) announced a significant leadership transition, with current CEO and Chairman Thomas L. Williams intending to retire as CEO on January 1, 2023, and transition to an Executive Chairman role until his full retirement from the Board on December 31, 2023. This change is explicitly stated as unrelated to the company's financial or operating performance. Jennifer A. Parmentier, currently the COO, has been elected as the new CEO, effective January 1, 2023. In conjunction with Ms. Parmentier's appointment, Andrew D. Ross has been appointed as the new COO. The company also detailed compensation adjustments for both Ms. Parmentier and Mr. Ross, reflecting their new leadership roles. These changes represent a planned succession, with Ms. Parmentier, who has a strong internal track record, stepping into the top executive position.

Oct 26, 20228-K
Regulation FDExhibits & Filings

Parker-Hannifin Corp 8-K Report, Regulation FD Disclosure (Sep 28, 2022)

On September 28, 2022, Parker-Hannifin Corporation (PH) furnished an 8-K under Regulation FD with an investor presentation to update shareholders following the completion of its acquisition of Meggitt plc, announced in a prior 8-K filed September 14, 2022. The filing itself contains no new financial statements; its substance lies in the Exhibit 99.1 presentation, which outlines the strategic rationale, financing, and forward guidance. Parker positions the deal as a significant expansion of its Aerospace business, with the combined company's FY23 revenue projected at roughly $17.9 billion (including Meggitt and excluding the Aircraft Wheel & Brake divestiture), and it highlights a higher aftermarket mix (up about 500 bps) that management expects will enhance earnings resilience. The transaction carried a total consideration of about $8.9 billion, funded by $1.8 billion of accumulated cash flow and $7.1 billion of acquisition debt (weighted-average rate of 3.9%, split 50% fixed and 50% variable). Management forecasts Meggitt contributing about $300 million of adjusted segment operating income and roughly $0.45 of adjusted EPS over the approximately nine months remaining in FY23, with the deal expected to be EPS-accretive in FY23 on an adjusted basis, excluding one-time costs and deal-related amortization. Parker targets about $300 million of run-rate synergies by FY26 and a return to gross debt-to-EBITDA of roughly 2x within about two years, consistent with its prior deleveraging track record. Credit ratings were maintained at Baa1/BBB+. Investors should note that the forecasts are preliminary, rely heavily on non-GAAP adjusted measures, and carry significant execution, integration, leverage, and regulatory risk. The presentation also includes UK regulatory commitments (such as maintaining roughly 1,400 UK technical jobs and certain R&D and climate targets) that are multi-year obligations. The filing is primarily informational, with no quantitative change to reported results disclosed.

Sep 28, 20228-K
Acquisitions & DispositionsFinancial EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Acquisition Completed (Sep 14, 2022)

Parker-Hannifin Corporation (PH) has officially completed its acquisition of Meggitt plc, a significant development announced in this 8-K filing. The transaction, valued at approximately £6.3 billion, was finalized on September 12, 2022, at a price of 800 pence per share. This strategic move, detailed previously in an August 2021 announcement, represents a major step for Parker-Hannifin in expanding its global footprint and capabilities. The company has also finalized the funding for this acquisition. On the same day the deal closed, Parker-Hannifin drew down the full $2.0 billion available under its senior unsecured delayed-draw term loan facility, established in August 2021. This facility, with KeyBank as administrative agent, was utilized to cover a portion of the purchase price and associated expenses, indicating the financial execution behind this substantial corporate action.

Sep 14, 20228-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Aug 23, 2022)

Parker-Hannifin Corporation (PH) has filed an 8-K report detailing changes to its executive compensation structure, primarily focusing on the adoption of a new Officer Annual Cash Incentive Plan (Officer ACIP) and a Deferred Compensation Plan (DCP). The Officer ACIP, effective July 1, 2022, replaces prior incentive programs and bases annual cash payouts on performance metrics including segment operating income, sales revenue, and cash flow, with potential adjustments for ESG and strategic initiatives. This aims to further align executive compensation with key business performance indicators and company objectives. The accompanying Deferred Compensation Plan, effective January 1, 2023, will allow executive officers and other key employees to defer a portion of their compensation, including salary and incentive payments. The company may provide discretionary matching and retirement contributions under this new plan, which replaces existing restoration and executive deferral plans. These changes indicate a strategic focus on executive motivation and retention by enhancing the structure and incentives within their compensation packages.

Aug 23, 20228-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Aug 4, 2022)

Parker-Hannifin's fiscal 2022 fourth quarter (ended June 30, 2022) delivered record sales of $4.19 billion, up 6% reported and 10% organically, with a record adjusted total segment operating margin of 22.9% and adjusted EPS of $5.16 (up 18%). Reported GAAP diluted EPS was only $0.99, depressed by a non-cash, pre-tax $619.1 million loss on deal-contingent forward contracts hedging the purchase price of the pending Meggitt plc acquisition. For the full year, sales reached a record $15.86 billion (up 11%, 12% organic), adjusted EPS rose 24% to a record $18.72, and operating cash flow was $2.44 billion (15.4% of sales). Investors should focus on the adjusted figures with care, since the GAAP gap is driven largely by the Meggitt hedge, which management states is designed to be neutral to the originally announced U.S. dollar cash outlay. Fiscal 2023 guidance, which excludes Meggitt, calls for organic sales growth of 2% to 5% and EPS of $16.13 to $16.93 as reported, or $18.10 to $18.90 adjusted. The company expects the Meggitt transaction to close in the third quarter of calendar 2022 (fiscal 2023 Q1), subject to U.S. Department of Justice approval and the UK scheme of arrangement, after the UK government cleared the competition and national security undertakings. Guidance includes roughly $0.25 per share of expected first-quarter interest expense tied to the acquisition, and management will hold an investor call to update guidance after closing. The balance sheet changed materially over the year: long-term debt rose to $9.76 billion from $6.58 billion, and total assets reached $25.9 billion, reflecting pre-funding of the Meggitt deal. Management reports net debt to EBITDA of 2.0x on an adjusted basis (4.5x as reported), and free cash flow of $2.21 billion, a 168% conversion of net income. Segment performance was broadly strong, with North American Diversified Industrial sales up 15% and Aerospace Systems up 7%, while International Diversified Industrial sales declined 5% reported (up 5% organically).

Aug 4, 20228-K
Leadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Jul 28, 2022)

Parker-Hannifin Corporation (PH) announced the upcoming retirement of Andrew M. Weeks, Vice President and President of the Engineered Materials Group, effective August 31, 2022. Mr. Weeks will continue in his current role until a successor is appointed and then transition to a Vice President role until his retirement date. This leadership transition is not attributed to any issues with the company's financial performance or reporting practices, which should provide some comfort to investors regarding operational stability.

Jul 28, 20228-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Jun 15, 2022)

Parker-Hannifin Corporation (PH) filed an 8-K on June 15, 2022, to announce the completion of a significant debt offering. The company successfully issued $1.4 billion in 3.650% Senior Notes due 2024, $1.2 billion in 4.250% Senior Notes due 2027, and $1.0 billion in 4.500% Senior Notes due 2029, totaling $3.6 billion in aggregate principal amount. This debt offering was registered under the Securities Act of 1933 and was undertaken to finance the company's proposed acquisition of Meggitt plc. The proceeds from these notes, combined with other financing sources, are earmarked for the Meggitt acquisition. Notably, the filing outlines a special mandatory redemption provision: if the Meggitt acquisition is not completed by April 3, 2023, or if the cooperation agreement with Meggitt is terminated earlier, the notes will be subject to redemption at 101% of their principal amount. This indicates a strong strategic focus on completing the acquisition as a key driver for the debt issuance.

Jun 15, 20228-K
Other EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Jun 8, 2022)

Parker-Hannifin Corporation (PH) filed an 8-K on June 8, 2022, to announce the pricing of a significant debt offering. The company successfully priced $3.6 billion in aggregate principal amount of senior notes across three tranches: $1.4 billion due 2024, $1.2 billion due 2027, and $1.0 billion due 2029, with annual interest rates ranging from 3.650% to 4.500%. This offering is a key component in financing Parker-Hannifin's proposed acquisition of Meggitt plc. The proceeds from this debt issuance, combined with other funding sources including a term loan facility, commercial paper, and cash on hand, are earmarked for the Meggitt acquisition. The filing also includes a critical contingency: if the Meggitt acquisition does not close by April 3, 2023, or if the cooperation agreement is terminated prior to that date, the Notes will be subject to a special mandatory redemption at 101% of their principal amount plus accrued interest. This highlights the direct link between the success of the Meggitt acquisition and the terms of this debt issuance.

Jun 8, 20228-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (May 5, 2022)

Parker-Hannifin's fiscal 2022 third quarter (ended March 31, 2022) delivered record sales of $4.09 billion, up 9% as reported and 11% organically, with orders up 14% company-wide. Segment operating margin was 20.3% as reported and 22.7% adjusted, a 130 bps improvement year over year. Reported net income attributable to common shareholders was $348.0 million, or $2.67 diluted EPS, down from $3.60 a year earlier, mainly because of a non-cash $247 million pre-tax loss on deal-contingent forward contracts tied to the pending Meggitt plc acquisition. Adjusted EPS rose 17% to a record $4.83, and adjusted net income was $630.2 million. Management raised fiscal 2022 adjusted EPS guidance to $18.00-$18.30 (reported EPS guidance of $13.00-$13.30), assuming organic growth of about 11%. The outlook absorbs an estimated $100 million sales and $0.24 EPS hit in the fourth quarter from COVID-19 shutdowns in China. The company also cited a roughly $20 million pre-tax charge from suspending and closing its Russia operations, which management says will have an immaterial effect on future sales. Parker recently raised its quarterly dividend 29%, and cash flow from operations for the nine months was $1.55 billion, or 13.3% of sales, versus 18.1% a year earlier, reflecting working capital build. Investors should weigh the strong operating momentum against the large Meggitt-related accounting charges, the rising leverage from acquisition financing, and the still-pending regulatory approvals. The Meggitt transaction is still expected to close in the third quarter of calendar 2022, pending FDI and antitrust clearances. Balance sheet changes reflect this: short-term debt rose to $1.92 billion and restricted cash escrow of about $2.5 billion is held, while management reports gross debt to EBITDA of 2.8x and net debt to EBITDA of 2.6x (1.8x excluding the escrow).

May 5, 20228-K
Other Events

Parker-Hannifin Corp 8-K Report, Corporate Update (Apr 5, 2022)

Parker-Hannifin Corporation (PH) disclosed a cybersecurity incident in an 8-K filing dated April 5, 2022. The company detected unauthorized access to its systems on March 14, 2022, prompting an immediate response, including system shutdowns and the commencement of an investigation. Law enforcement, legal counsel, and cybersecurity experts have been engaged. While the investigation is ongoing, Parker-Hannifin indicated that some data was accessed and taken, potentially including personal information of company team members. Importantly, the company's preliminary assessment suggests no significant financial or operational impact and no anticipated material impact on its business, operations, or financial results. Business systems are fully operational, and the company has insurance coverage, subject to standard deductibles and limitations.

Apr 5, 20228-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Feb 3, 2022)

Parker-Hannifin's fiscal 2022 second quarter (ended December 31, 2021) delivered record second-quarter sales of $3.82 billion, up 12% reported and 13% organic, with orders up 12% overall. Diversified Industrial North America (+15%) and International (+11%) led growth, while Aerospace Systems grew 6%, though its rolling 12-month orders declined 7% (mid-teens growth excluding sizable prior-year military orders). Segment operating margin hit a second-quarter record of 19.4% as reported, or 21.6% adjusted, and adjusted EBITDA margin expanded about 180 basis points year over year to 22.7%. GAAP results were weaker than the headline operating performance. Reported net income fell to $387.6 million from $448.4 million, and diluted EPS was $2.97 versus $3.42, largely due to a $149 million unrealized pre-tax loss on deal-contingent forward contracts tied to the pending Meggitt plc acquisition, plus $71 million of year-to-date acquisition-related expenses. Adjusted EPS rose 29% to $4.46. Year-to-date operating cash flow was $1.01 billion, down from $1.35 billion, reflecting a working-capital build, and free cash flow conversion was 107% of net income. Management raised fiscal 2022 EPS guidance to $14.42-$14.92 as reported ($17.80-$18.30 adjusted), assuming organic growth of roughly 10-12%. The balance sheet has taken on significant leverage ahead of the Meggitt closing, now expected in calendar Q3 2022: gross debt was 2.7x EBITDA and net debt 2.5x, or 1.8x excluding the $2.5 billion restricted cash escrow. Investors should weigh strong operating momentum against the GAAP earnings drag from deal-related items and the higher debt load.

Feb 3, 20228-K
Earnings & ResultsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Financial Results (Nov 4, 2021)

Parker-Hannifin reported fiscal 2022 first-quarter results (quarter ended September 30, 2021) that were records for sales, segment operating margin, net income and EPS. Sales rose 17% to $3.76 billion (16% organic), net income rose 41% to $451.2 million, and diluted EPS was $3.45 as reported, or $4.26 adjusted (up 40%). Segment operating margin was 19.7% as reported and 22.0% adjusted, up 210 basis points on an adjusted basis. Orders grew 26% company-wide, with the Diversified Industrial North America and International businesses up 32% and 25% respectively, indicating robust demand across most end markets. Management raised fiscal 2022 EPS guidance to $14.52–$15.22 as reported, or $16.95–$17.65 adjusted, assuming organic sales growth of about 7% to 10%. Cash generation was weaker than the prior year: operating cash flow was $424.4 million (11.3% of sales) versus $737.4 million a year earlier, and free cash flow was $376.2 million, or 83% of net income. Management attributed the operational challenges to labor and supply chain constraints, and the cash flow decline was driven largely by working capital build, particularly inventory and receivables timing. The filing also updates the pending acquisition of Meggitt PLC. Meggitt shareholders approved the deal on September 21, 2021, but completion still requires regulatory clearances and UK Court sanction, which is currently expected in calendar Q3 2022. Investors should watch the deal's timing, financing and integration risks, as well as the large acquisition-related intangible amortization (about $320 million expected in FY22) that weighs on reported EPS.

Nov 4, 20218-K
Financial EventsShareholder Matters

Parker-Hannifin Corp 8-K Report, Financial Obligation (Oct 28, 2021)

This 8-K filing by Parker-Hannifin Corporation (PH) primarily details two key events: a significant increase in commercial paper issuance to fund its proposed acquisition of Meggitt PLC, and the results of its 2021 Annual Meeting of Shareholders. The company issued $2,126 million in commercial paper, with proceeds placed in escrow for the Meggitt acquisition, reducing available funds under its bridge loan. This move indicates substantial progress in financing the acquisition, a key strategic initiative for Parker-Hannifin. Furthermore, the shareholder meeting saw the overwhelming re-election of all director nominees for the upcoming year. Shareholders also ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2022 and approved, on an advisory basis, the compensation of the Named Executive Officers. The strong shareholder support for director elections and auditor ratification suggests confidence in the company's leadership and governance.

Oct 28, 20218-K
Material AgreementsFinancial EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Material Agreement (Aug 27, 2021)

Parker-Hannifin Corporation (PH) announced a significant financing event on August 27, 2021, by entering into a Credit Agreement for a $2.0 billion senior unsecured delayed-draw term loan facility. The primary purpose of this facility is to finance a portion of the acquisition consideration for Meggitt plc, an acquisition previously disclosed by the company. This new facility will reduce commitments under the existing Bridge Credit Facility, indicating a strategic move to secure long-term financing for the acquisition. Investors should note that the term loan facility is unsecured and not guaranteed by any subsidiaries. The interest rates are variable, based on either a Base Rate or LIBOR Fixed Rate, plus an applicable margin that is dependent on the company's credit ratings. A ticking fee will also be applied to undrawn commitments. The agreement includes customary covenants, with a key financial covenant related to the Debt to Capitalization Ratio, which must not exceed 0.65 to 1.00 under certain rating conditions. The facility matures three years after funding.

Aug 27, 20218-K/A
Leadership Changes

Parker-Hannifin Corp 8-K/A Report, Executive Changes (Aug 16, 2021)

This 8-K/A filing from Parker-Hannifin (PH) details the planned appointments of Ms. Evanko and Mr. Fritz to various Board committees, contingent upon their election as directors at the October 2021 Annual Meeting of Shareholders. Specifically, Ms. Evanko is slated for the Audit Committee and the Human Resources and Compensation Committee, while Mr. Fritz is set to join the Human Resources and Compensation Committee and the Corporate Governance and Nominating Committee. These appointments are routine governance changes and do not represent a departure of officers or significant financial events as often seen in 8-K filings.

Aug 16, 2021
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