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, 1998 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.) 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (216) 896-3000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on 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 [X]. The aggregate market value of the voting stock held by non-affiliates of the Registrant as of August 31, 1998, excluding, for purposes of this computation, only stock holdings of the Registrant's Directors and Officers. $3,078,571,850. The number of Common Shares outstanding on August 31, 1998 was 109,307,965. Portions of the following documents are incorporated by reference: (1) Annual Report to Shareholders of the Company for the fiscal year ended June 30,1998. Incorporated by reference into Parts I, II and IV hereof. (2) Definitive Proxy Statement for the Company's 1998 Annual Meeting of Shareholders. Incorporated by reference into Part III hereof.
PARKER-HANNIFIN CORPORATION FORM 10-K Fiscal Year Ended June 30, 1998 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 hydraulic, pneumatic and vacuum 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. In addition to motion control products, the Company also is a leading worldwide producer of fluid purification, fluid flow, process instrumentation, air conditioning, refrigeration, and electromagnetic shielding and thermal management products. The Company was incorporated in Ohio in 1938. Its principal executive offices are located at 6035 Parkland Boulevard, Mayfield Heights, Ohio 44124- 4141, telephone (216) 896-3000. 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 36 states, Puerto Rico and worldwide in 37 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 7,500 independent distributors. Parker products are supplied to approximately 400,000 customers in virtually every significant manufacturing, transportation and processing industry. For the fiscal year ended June 30, 1998, net sales were $4,633,023,000; Industrial Segment products accounted for 79% of net sales and Aerospace Segment products for 21%. 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.
- 2 - The approximately 400,000 customers who purchase the Company's parts are found throughout virtually every significant manufacturing, transportation and processing industry. No customer accounted for more than 6% of the Company's total net sales for the fiscal year. The major markets for products of the Fluid Connectors, Hydraulics, Automation and Seal Groups of the Industrial Segment are agricultural machinery, automotive, construction equipment, electronic equipment, fabricated metals, food production, industrial machinery, lumber and paper, machine tools, marine, medical equipment, mining, mobile equipment, chemicals, robotics, semi- conductor equipment, textiles, transportation and every other major production and processing industry. Products manufactured by the Industrial Segment's Climate and Industrial Controls Group are utilized principally in automotive and industrial mobile air conditioning systems, industrial refrigeration systems and home and commercial air conditioning equipment. The major markets for products manufactured by the Instrumentation Group of the Industrial Segment are power generation, oil and gas exploration, petrochemical and chemical processing, pulp and paper, semi-conductor manufacturing, medical and analytical applications. The major markets for products of the Filtration Group of the Industrial Segment are industrial machinery, mobile equipment, process equipment, marine, aviation, environmental and semi-conductor manufacturing. 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, valves, hoses and couplers which control, transmit and contain fluid. The Hydraulics Group produces hydraulic components and systems for builders and users of industrial and mobile machinery and equipment, such as cylinders, accumulators, rotary actuators, valves, motors and pumps, hydrostatic steering units, power units, integrated hydraulic circuits, electrohydraulic systems and metering pumps. The Automation Group supplies pneumatic and electromechanical components and systems, including pneumatic valves, air preparation units, indexers, stepper and servo drives, multi-axis positioning tables, electric and pneumatic cylinders, structural extrusions, vacuum products, pneumatic logic and human/machine interface hardware and software. The Climate and Industrial Controls 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 monitor and to remove contaminants from fuel, air, oil, water and other fluids and gases, including hydraulic, lubrication and coolant filters; process, chemical and
- 3 - microfiltration filters; compressed air and gas purification filters; lube oil and fuel filters; fuel conditioning filters; fuel filters/water separators; cabin air filters and condition monitoring devices. The Instrumentation Group manufactures high quality critical flow components for process instrumentation, ultra-high-purity, medical and analytical applications, including instrumentation and ultra-high-purity tube fittings, ball, plug and needle valves, packless ultra-high-purity valves, Teflon(r) fittings, valves and spray guns, miniature solenoid valves, multi-solenoid manifolds, regulators, transducers, quick connects, hose products and cylinder connections. 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 7,500 independent distributors. AEROSPACE SEGMENT. The principal products of the Company's Aerospace Segment are hydraulic, fuel and pneumatic systems and components that are used on most commercial and military airframe and engine programs in production in the Western world today. The Aerospace Segment offers complete hydraulic systems, as well as components that include hydraulic, electrohydraulic and electromechanical systems used for precise control of aircraft rudders, elevators, ailerons and other aerodynamic control surfaces and utility hydraulic components such as reservoirs, accumulators, selector valves, electrohydraulic servovalves, thrust-reverser actuators, engine-driven pumps, nosewheel steering systems, electromechanical actuators, engine controls and electronic controllers. The Aerospace Segment also designs and manufactures aircraft wheels and brakes for the general aviation and military markets. The Aerospace fuel product line includes complete fuel systems as well as components such as fuel transfer and pressurization controls, in-flight refueling systems, fuel pumps and valves, fuel measurement and management systems and center of gravity controls, engine fuel injection atomization nozzles and augmentor controls, and electronic monitoring computers. Pneumatic 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. Aerospace Segment products are marketed by the Company's regional sales organization and are sold directly to manufacturers and end users. 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
- 4 - competitive 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 has developed alliances with key customers based on Parker's advanced technological and engineering capabilities, superior performance in quality, delivery, and service, and price competitiveness, which has enabled Parker to obtain significant 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 the aerospace marketplace. 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 $83,117,000 in fiscal 1998, $103,155,000 in fiscal 1997 and $91,706,000 in fiscal 1996. Reimbursements of customer-sponsored research included in the total cost for each of the respective years were $15,753,000, $35,986,000, and $33,018,000. 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, 1998 was approximately $1,649,377,000 and at June 30, 1997 was approximately $1,486,981,000. Approximately 75% of the Company's backlog at June 30, 1998 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 cleanup 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
- 5 - 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 14 to the Financial Statements contained on page 37 of the Company's Annual Report to Shareholders for the fiscal year ended June 30, 1998 ("Annual Report"), as specifically excerpted on pages 13-37 and 13-38 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 coal reserves available to electric utilities. 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. EMPLOYEES The Company employed 39,873 persons as of June 30, 1998, of whom 14,322 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 29 of the Annual Report and specifically excerpted on pages 13-17 to 13-19 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 Officer, 1983 62 Member of Office of the President and Director Dennis W. Sullivan Executive Vice President, Member of 1978 59 Office of the President and Director
- 6 - Lawrence M. Zeno Vice President and Member of Office 1993 56 of the President Paul L. Carson Vice President - Information 1993 62 Services Daniel T. Garey Vice President - Human Resources 1995 55 Stephen L. Hayes Vice President and President, 1993 57 Aerospace Michael J. Hiemstra Vice President - Finance and 1987 51 Administration and Chief Financial Officer John D. Myslenski Vice President and President, 1997 47 Fluid Connectors John K. Oelslager Vice President and President, 1997 55 Automation Thomas A. Piraino, Jr. Vice President, General Counsel 1998 49 and Secretary Nickolas W. Vande Steeg Vice President and President, Seal 1995 55 Donald E. Washkewicz Vice President and President, 1997 48 Hydraulics William D. Wilkerson Vice President - Technical Director 1987 62 Harold C. Gueritey, Jr. Controller 1980 59 Timothy K. Pistell Treasurer 1993 51 (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. Collins, Hayes, Hiemstra, Pistell, Wilkerson and Gueritey have served in the executive capacities indicated above during the past five years. Mr. Sullivan was elected as Executive Vice President in 1981 and a Member of the Office of the President in April 1996. Mr. Zeno was elected as a Vice President in October 1993 and a Member of the Office of the President in July 1997. He was President of the Motion and Control Group (formerly the Fluidpower Group) from January 1994 to June 1997 and was Vice President-Operations of the Motion and Control Group from July 1988 to December 1993.
- 7 - Mr. Carson was elected as a Vice President in October 1993. He was Vice President of Management Information Systems from July 1, 1983 to October 1993. Mr. Garey was elected as a 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. Myslenski was elected as a Vice President in October 1997 and named President of the Fluid Connectors Group in July 1997. He was Vice President Operations of the Fluid Connectors Group from March 1989 to June 1997. Mr. Oelslager was elected as a Vice President in October 1997 and named President of the Automation Group in July 1997. He was Vice President Operations of the Motion and Control Group from July 1995 to June 1997; and General Manager of the Cylinder Division from July 1993 to July 1995. Mr. Piraino was elected as Vice President, General Counsel and Secretary in July 1998. He was Vice President-Law from July 1990 to June 1998. Mr. Vande Steeg was elected as Vice President effective in September 1995. He has been President of the Seal Group since May 1986. Mr. Washkewicz was elected as a Vice President and named President of the Hydraulics Group in October 1997. He was Vice President Operations of the Fluid Connectors Group from October 1994 to October 1997; and was a General Manager of the Parflex Division from July 1982 to September 1994. 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 Irvine(1)(2) Lakewood*(2) Long Beach*(2) Modesto(1) Newbury Park*(1) Richmond(1) Rohnert Park(1)
- 8 - State City San Diego(1) San Luis Obispo*(1) Connecticut New Britain(1) Florida Longwood(1) Miami*(1) Georgia Dublin(2) Idaho Boise*(1) Illinois Broadview(1) Des Plaines(1) Hampshire(1) Lincolnshire*(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) Massachusetts Ayre(2) Woburn(1) Michigan Kalamazoo(2) 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) Nevada Carson City(1) New Hampshire Hollis*(1) Hudson(1) Portsmouth*(1) New Jersey Belleville*(1) Fairfield*(1) New York Clyde(2) Lyons(1) Smithtown(2) North Carolina Forest City(1) Hillsborough(1) Mooresville(1)
- 9 - State City Sanford(1) Wake Forest*(1) Ohio Akron(1) Andover(2) Avon(2) Brookville(1) Columbus(1) Cuyahoga Falls*(1) Eastlake(1) Eaton(1) Elyria(1)(2) Forest(2) Green Camp(1) Kent(1) Lewisburg(1) Mayfield Heights(1)(2) Mentor(2) Metamora(1) Milford*(1) Ravenna(1) St. Marys(1) Wadsworth(1) Wickliffe(1) Oklahoma Henryetta*(1) Oregon Eugene(1) Pennsylvania Canton(1) Harrison City(1) Reading(1) South Carolina Beaufort(2) Inman(1) Spartanburg(1) Tennessee Greenfield(1) Greenville(1) Memphis*(1) Texas Cleburne(1) Ft. Worth(1) Mansfield(1) Utah Ogden(2) Salt Lake City(1) Washington Seattle*(1) Wisconsin Butler*(1) Chetek(1) Grantsburg(1) Mauston(1) Territory City Puerto Rico Ponce*(2)
- 10 - 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 Chomutov*(1) Prague*(1) Sadska*(1) Denmark Espergarde(1) Ishoj(1) England Barnstaple(1) Buxton(1) Cannock(1) Derby(1) Dewsbury(1) Hemel Hempstead(1) Littlehampton(1) Marlow*(1) Morley(1) Ossett(1) Poole*(1) Rotherham(1) Thetford(1) Watford(1) Finland Hyrynsalmi*(1) Urjala(1) Vantaa(1) France Annemasse(1) Contamine(1) Evreux(1) Pontarlier(1) Wissembourg(1) Germany Berlin*(1) Bielefeld(1) Bietigheim-Bissingen(1) Chemnitz*(1) Cologne(1) Erfurt(1) Hochmossingen(1) Kaarst(1) Lampertheim(1) Mainz-Kastel(2) Mucke(1)
- 11 - FOREIGN COUNTRIES Country City Offenburg*(1) Pleidelsheim(1) Queckborn(1) Velbert*(1) Greece Athens*(1) Hong Kong Hong Kong*(1) Hungary Budapest*(1) India Bombay*(1) Italy Adro(1) Arsago Seprio(1) Corsico(1) Gessate(1) Japan Yokohama(1)(2) Jordan Amman*(1) Malaysia Selangor*(1) Mexico Matamoros(1) Monterrey(1) Naucalpan*(1) Tijuana(1) Toluca(1) Netherlands Hendrik-Ido-Ambacht(1) Hoogezand(1) Oldenzaal(1) New Zealand Mt. Wellington(1) Norway Langhus(1) Peoples Republic of China Beijing*(1)(2) Shanghai*(1) Philippines Manila*(1) Poland Warsaw*(1) Wroclaw*(1) Russia Moscow*(1) Singapore Singapore*(1)(2) South Africa Kempton Park(1) South Korea Chonan(1) Seoul*(1) Yangsan(1) Spain Madrid*(1) Sweden Boras(1) Falkoping(1) Flen(1) Spanga(1) Trollhatten(1) Ulricehamn(1) Switzerland Geneva(1) Taiwan Taipei*(1) Thailand Bangkok*(1) Venezuela Caracas*(1) Puerto Ordaz*(1)
- 12 - 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. Additional capacity has been added as the Company expands through business combinations. 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 31, 1998, the approximate number of shareholders of record of the Company was 4,647 and the approximate number of beneficial owners was 44,250. 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: FISCAL YEAR 1ST 2ND 3RD 4TH FULL YEAR 1998 High $ 48-7/8 $ 51-1/4 $ 52-5/8 $ 52-3/8 $ 52-5/8 Low 39-1/4 39-13/16 41-1/2 36-15/16 36-15/16 Dividends .150 .150 .150 .150 .600 1997 High $ 29-3/8 $ 28-1/4 $ 30-7/8 $ 41 $ 41 Low 22-1/4 24-1/8 24-7/8 27 22-1/4 Dividends .120 .120 .133 .133 .506 ITEM 6. SELECTED FINANCIAL DATA. The information set forth on pages 38 and 39 of the Annual Report, as specifically excerpted on page 13-41 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 21, 22, 24, 26 and 28 of the Annual Report, as specifically excerpted on pages 13-1 to 13-10 of Exhibit 13 hereto, is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company enters into forward exchange contracts and cross-currency swap agreements to reduce its exposure to fluctuations in related foreign currencies. These contracts are with major financial institutions and the risk of loss is considered remote. The Company does not hold or issue derivative financial instruments for trading purposes. In addition, the Company's foreign locations, in the ordinary course of business, enter into financial guarantees, through financial institutions, which enable customers to be reimbursed in the event of non-performance by the Company. The total value of open contracts and any risk to the Company as a result of these arrangements is not material to the Company's financial position, liquidity or results of operations.
- 13 - ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information set forth on pages 20, 21, 23, 25, 27 and 29 to 37 of the Annual Report, as specifically excerpted on pages 13-11 to 13-40 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 28, 1998 (the "Proxy Statement") under the caption "Election of Directors." 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 pages 3 and 4 of the Proxy Statement and under the caption "Executive Compensation" on pages 7 to 10 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 ""Change in Control" Severance Agreements with Officers" on pages 10 and 11 of the Proxy Statement and under the caption "Principal Shareholders of the Corporation" on page 12 of the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Not applicable. 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 schedule listed in the accompanying Index to Consolidated Financial Statements and Schedules are filed or incorporated by reference as part of this Report. 2. Exhibits 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.
- 14 - b. 1. The Registrant filed a report on Form 8-K on April 6, 1998, in order to file certain Exhibits to its Registration Statement on Form S-3 (File No. 333-47955), which was declared effective on March 23, 1998. 2. The Registrant filed a report on Form 8-K on July 9, 1998 with respect to the computation of the ratio of earnings to fixed charges. 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 Michael J. Hiemstra Michael J. Hiemstra Vice President - Finance and Administration and Chief Financial Officer September 15, 1998 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; PETER W. LIKINS, Director; HECTOR R. ORTINO, Director; PAUL G. SCHLOEMER, Director; WOLFGANG R. SCHMITT, Director; DEBRA L. STARNES, Director; STEPHANIE A. STREETER, Director; and DENNIS W. SULLIVAN, Director. Date: September 15, 1998 Michael J. Hiemstra Michael J. Hiemstra, Vice President - Finance and Administration, Principal Financial Officer and Attorney-in-Fact
- 15 - 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 --- 13-40 Consolidated Statement of Income for the years ended June 30, 1998, 1997 and 1996 --- 13-11 Consolidated Balance Sheet at June 30, 1998 and 1997 --- 13-13 and 13-14 Consolidated Statement of Cash Flows for the years ended June 30, 1998, 1997 and 1996 --- 13-15 and 13-16 Notes to Consolidated Financial Statements --- 13-20 to 13-38 Report of Independent Accountants on the Financial Statement Schedule 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. F-1
REPORT OF INDEPENDENT ACCOUNTANTS ON THE FINANCIAL STATEMENT SCHEDULE To the Board of Directors of Parker-Hannifin Corporation Our audits of the consolidated financial statements referred to in our report dated July 30, 1998 included in the 1998 Annual Report to Shareholders of Parker-Hannifin Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(1) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Cleveland, Ohio July 30, 1998 F-2
PARKER-HANNIFIN CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED JUNE 30, 1996, 1997 and 1998 (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, 1996 $ 6,613 $ 2,158 $ (2,326) $ 6,445 Year ended June 30, 1997 6,445 1,288 (1,829) 5,904 Year ended June 30, 1998 5,904 2,267 833 9,004 (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(B). (4) Instruments Defining Rights of Security Holders: (4)(a) Rights Agreement, dated January 31, 1997, between the Registrant and Wachovia National Bank, as successor to Key Bank National Association(C). 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 33 of the Annual Report as specifically excerpted on pages 13-27 and 13-28 of Exhibit 13 hereto, which Note is incorporated herein by reference. (10) Material Contracts: (10)(a) Form of Change in Control Severance Agreement entered into by the Registrant and certain executive officers, dated as of August 15, 1996(D).* (10)(b) Parker-Hannifin Corporation Change in Control Severance Plan, as amended(E).* (10)(c) Form of Indemnification Agreement entered into by the Registrant and its directors and certain executive officers (F). (10)(d) Parker-Hannifin Corporation Supplemental Executive Retirement Benefits Program (August 15, 1996 Restatement)(G).* (10)(e) Parker-Hannifin Corporation 1987 Employees Stock Option Plan, as amended(H).* (10)(f) Parker-Hannifin Corporation 1990 Employees Stock Option Plan, as amended(I).* (10)(g) Parker-Hannifin Corporation 1993 Stock Incentive Program, as amended(J).*
Exhibit No. Description of Exhibit (10)(h) Parker-Hannifin Corporation 1998 Target Incentive Bonus Plan Description (K).* (10)(i) Parker-Hannifin Corporation 1999 Target Incentive Bonus Plan Description.* (10)(j) Parker-Hannifin Corporation 1996-97-98 Long Term Incentive Plan Description, as amended(L).* (10)(k) Parker-Hannifin Corporation 1997-98-99 Long Term Incentive Plan Description, as amended(M).* (10)(l) Parker-Hannifin Corporation 1998-99-00 Long Term Incentive Plan Description(N).* (10)(m) Parker-Hannifin Corporation 1999-00-01 Long Term Incentive Plan Description.* (10)(n) Parker-Hannifin Corporation Savings Restoration Plan, as amended(O).* (10)(o) Parker-Hannifin Corporation Pension Restoration Plan, as amended(P).* (10)(p) Parker-Hannifin Corporation Executive Deferral Plan, as amended.* (10)(q) Parker-Hannifin Corporation Volume Incentive Plan(Q).* (10)(r) Parker-Hannifin Corporation Non-Employee Directors' Stock Plan, as amended(R).* (10)(s) Parker-Hannifin Corporation Non-Employee Directors Stock Option Plan(S).* (10)(t) Parker-Hannifin Corporation Deferred Compensation Plan for Directors, as amended(T).* (10)(u) Parker-Hannifin Corporation Stock Option Deferral Plan.* (11) Computation of Common Shares Outstanding and Earnings Per Share is incorporated by reference to Note 4 of the Notes to Consolidated Financial Statements appearing on pages 32 and 33 of the Annual Report as specifically excerpted on pages 13-25 and 13-26 of Exhibit 13 hereto (12) Computation of Ratio of Earnings to Fixed Charges as of June 30, 1998.
Exhibit No. Description of Exhibit (13) Excerpts from Annual Report to Shareholders for the fiscal year ended June 30,1998 which are incorporated herein by reference thereto. (21) List of subsidiaries of the Registrant. (23) Consent of Independent Accountants (24) Power of Attorney (27) Financial Data Schedule *Management contracts or compensatory plans or arrangements. ___________ (A) Incorporated by reference to Exhibit 3 to the Registrant's Report on Form 10-Q for the quarterly period ended September 30, 1997. (B) Incorporated by reference to Exhibits to the Registrant's Registration Statement on Form S-8 (No. 33-53193) filed with the Commission on April 20, 1994. (C) Incorporated by reference to Exhibit 4.1 to the Registrant's Report on Form 8-K filed with the Commission on February 4, 1997. (D) Incorporated by reference to Exhibit 10(a) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (E) Incorporated by reference to Exhibit 10(b) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (F) Incorporated by reference to Exhibit 10(f) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1994. (G) Incorporated by reference to Exhibit 10(e) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (H) Incorporated by reference to Exhibit 10(f) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (I) Incorporated by reference to Exhibit 10(g) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996.
(J) Incorporated by reference to Exhibit 10 to the Registrant's Report on Form 10-Q for the quarterly period ended September 30, 1997. (K) Incorporated by reference to Exhibit 10(i) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1997. (L) Incorporated by reference to Exhibit 10(m) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (M) Incorporated by reference to Exhibit 10(n) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (N) Incorporated by reference to Exhibit 10(m) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1997. (O) Incorporated by reference to Exhibit 10(o) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (P) Incorporated by reference to Exhibit 10(p) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (Q) Incorporated by reference to Exhibit 10(r) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (R) Incorporated by reference to Exhibit 10(s) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (S) Incorporated by reference to Exhibit 10(t) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. (T) Incorporated by reference to Exhibit 10(u) to the Registrant's Report on Form 10-K for the fiscal year ended June 30, 1996. 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, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141.