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EX-10.B - EXHIBIT 10.B - PARKER HANNIFIN CORPph03312015ex10b.htm
EX-10.A - EXHIBIT 10.A - PARKER HANNIFIN CORPph03312015ex10a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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 number 1-4982
 
PARKER-HANNIFIN CORPORATION
(Exact name of registrant as specified in its charter)
 
OHIO
 
34-0451060
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
6035 Parkland Blvd., Cleveland, Ohio
 
44124-4141
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (216) 896-3000
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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
 
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Number of Common Shares outstanding at March 31, 2015           138,676,726




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Net sales
$
3,162,311

 
$
3,358,406

 
$
9,567,236

 
$
9,690,556

Cost of sales
2,373,016

 
2,605,893

 
7,234,465

 
7,502,273

Gross profit
789,295

 
752,513

 
2,332,771

 
2,188,283

Selling, general and administrative expenses
372,306

 
407,241

 
1,152,950

 
1,212,807

Goodwill and intangible asset impairment

 

 

 
188,870

Interest expense
35,003

 
20,594

 
83,609

 
62,403

Other (income), net
(6,380
)
 
(4,812
)
 
(32,055
)
 
(424,693
)
Income before income taxes
388,366

 
329,490

 
1,128,267

 
1,148,896

Income taxes
102,904

 
86,972

 
295,299

 
408,654

Net income
285,462

 
242,518

 
832,968

 
740,242

Less: Noncontrolling interest in subsidiaries' earnings
117

 
112

 
282

 
232

Net income attributable to common shareholders
$
285,345

 
$
242,406

 
$
832,686

 
$
740,010

 
 
 
 
 
 
 
 
Earnings per share attributable to common shareholders:
 
 
 
 
 
 
 
Basic
$
2.06

 
$
1.63

 
$
5.77

 
$
4.96

Diluted
$
2.02

 
$
1.60

 
$
5.68

 
$
4.88

 
 
 
 
 
 
 
 
Cash dividends per common share
$
0.63

 
$
0.48

 
$
1.74

 
$
1.38

See accompanying notes to consolidated financial statements.














- 2 -



PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Net income
$
285,462

 
$
242,518

 
$
832,968

 
$
740,242

Less: Noncontrolling interests in subsidiaries' earnings
117

 
112

 
282

 
232

Net income attributable to common shareholders
285,345

 
242,406

 
832,686

 
740,010

 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
  Foreign currency translation adjustment
(373,942
)
 
(1,067
)
 
(892,984
)
 
178,773

  Retirement benefits plan activity
25,871

 
27,179

 
77,793

 
81,801

Other
183

 
51

 
285

 
153

    Other comprehensive income (loss)
(347,888
)
 
26,163

 
(814,906
)
 
260,727

Less: Other comprehensive income (loss) for noncontrolling interests
(27
)
 
86

 
(180
)
 
(29
)
Other comprehensive income (loss) attributable to common shareholders
(347,861
)
 
26,077

 
(814,726
)
 
260,756

Total comprehensive income (loss) attributable to common shareholders
$
(62,516
)
 
$
268,483

 
$
17,960

 
$
1,000,766

See accompanying notes to consolidated financial statements.





- 3 -



PARKER-HANNIFIN CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
 
(Unaudited)
 
 
 
March 31,
2015
 
June 30,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,017,013

 
$
1,613,555

Marketable securities and other investments
1,013,692

 
573,701

Trade accounts receivable, net
1,701,017

 
1,858,176

Non-trade and notes receivable
324,140

 
388,437

Inventories
1,387,681

 
1,371,681

Prepaid expenses
188,855

 
129,837

Deferred income taxes
152,599

 
136,193

Total current assets
5,784,997

 
6,071,580

Plant and equipment
4,806,883

 
5,152,591

Less: Accumulated depreciation
3,163,345

 
3,328,297

 
1,643,538

 
1,824,294

Other assets
993,550

 
1,018,781

Intangible assets, net
1,022,425

 
1,188,282

Goodwill
2,892,705

 
3,171,425

Total assets
$
12,337,215

 
$
13,274,362

LIABILITIES
 
 
 
Current liabilities:
 
 
 
Notes payable and long-term debt payable within one year
$
665,123

 
$
816,622

Accounts payable, trade
1,138,163

 
1,252,040

Accrued payrolls and other compensation
370,620

 
453,321

Accrued domestic and foreign taxes
141,653

 
223,611

Other accrued liabilities
451,765

 
507,202

Total current liabilities
2,767,324

 
3,252,796

Long-term debt
2,724,943

 
1,508,142

Pensions and other postretirement benefits
1,288,166

 
1,346,224

Deferred income taxes
78,276

 
94,819

Other liabilities
323,567

 
409,573

Total liabilities
7,182,276

 
6,611,554

EQUITY
 
 
 
Shareholders’ equity:
 
 
 
Serial preferred stock, $.50 par value; authorized 3,000,000 shares; none issued

 

Common stock, $.50 par value; authorized 600,000,000 shares; issued 181,046,128 shares at March 31 and June 30
90,523

 
90,523

Additional capital
633,483

 
595,498

Retained earnings
9,753,934

 
9,174,189

Accumulated other comprehensive (loss)
(1,638,224
)
 
(823,498
)
Treasury shares, at cost; 42,369,402 shares at March 31 and 32,143,315 shares at June 30
(3,688,001
)
 
(2,377,284
)
Total shareholders’ equity
5,151,715

 
6,659,428

Noncontrolling interests
3,224

 
3,380

Total equity
5,154,939

 
6,662,808

Total liabilities and equity
$
12,337,215

 
$
13,274,362

See accompanying notes to consolidated financial statements.

- 4 -



PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Nine Months Ended
 
March 31,
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
832,968

 
$
740,242

Adjustments to reconcile net income to net cash provided by operations:
 
 
 
Depreciation
152,884

 
161,749

Amortization
84,348

 
91,401

Share incentive plan compensation
74,830

 
84,647

Deferred income taxes
(29,362
)
 
(769
)
Foreign currency transaction (gain) loss
(79,572
)
 
5,572

Loss on sale of plant and equipment
10,248

 
2,061

       Gain on sale of businesses
(4,732
)
 

Goodwill and intangible asset impairment

 
188,870

Net gain on deconsolidation

 
(412,612
)
Changes in assets and liabilities, net of effect of acquisitions:
 
 
 
Accounts receivable, net
39,309

 
(10,146
)
Inventories
(142,105
)
 
(84,540
)
Prepaid expenses
(64,461
)
 
4,879

Other assets
2,291

 
(43,297
)
Accounts payable, trade
(29,719
)
 
41,733

Accrued payrolls and other compensation
(47,892
)
 
(35,090
)
Accrued domestic and foreign taxes
(68,274
)
 
15,712

Other accrued liabilities
(43,320
)
 
11,999

Pensions and other postretirement benefits
117,097

 
45,452

Other liabilities
(13,488
)
 
9,608

Net cash provided by operating activities
791,050

 
817,471

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Acquisitions (net of cash of $3,979 in 2015)
(18,640
)
 
(14,272
)
Capital expenditures
(157,418
)
 
(167,371
)
Proceeds from sale of plant and equipment
15,525

 
10,785

Proceeds from sale of businesses
35,577

 

Net proceeds from deconsolidation


202,498

Purchases of marketable securities and other investments
(1,456,410
)
 

Maturities of marketable securities and other investments
828,653

 

Other
(44,726
)
 
(3,382
)
Net cash (used in) provided by investing activities
(797,439
)
 
28,258

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from exercise of stock options
2,828

 
6,635

Payments for common shares
(1,348,446
)
 
(153,918
)
Tax benefit from share incentive plan compensation
19,097

 
26,393

Payments for notes payable, net
(364,771
)
 
(253,602
)
Proceeds from long-term borrowings
1,482,605

 
739

Payments for long-term borrowings
(491
)
 
(2,456
)
Dividends
(252,745
)
 
(206,516
)
Net cash (used in) financing activities
(461,923
)
 
(582,725
)
Effect of exchange rate changes on cash
(128,230
)
 
51,573

Net (decrease) increase in cash and cash equivalents
(596,542
)
 
314,577

Cash and cash equivalents at beginning of year
1,613,555

 
1,781,412

Cash and cash equivalents at end of period
$
1,017,013

 
$
2,095,989

See accompanying notes to consolidated financial statements.

- 5 -



PARKER-HANNIFIN CORPORATION
BUSINESS SEGMENT INFORMATION
(Dollars in thousands)
(Unaudited)
The Company operates in two reportable business segments: Diversified Industrial and Aerospace Systems. The Diversified Industrial Segment includes a significant portion of international operations.
Diversified Industrial - This segment produces a broad range of motion-control and fluid systems and components used in all kinds of manufacturing, packaging, processing, transportation, mobile construction, refrigeration and air conditioning, agricultural and military machinery and equipment and has a significant portion of international operations. Sales are made directly to major original equipment manufacturers (OEMs) and through a broad distribution network to smaller OEMs and the aftermarket.
Aerospace Systems - This segment designs and manufactures products and provides aftermarket support for commercial, business jet, military and general aviation aircraft, missile and spacecraft markets. The Aerospace Systems Segment provides a full range of systems and components for hydraulic, pneumatic and fuel applications.
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2015
 
2014
 
2015
 
2014
Net sales
 
 
 
 
 
 
 
 
Diversified Industrial:
 
 
 
 
 
 
 
 
North America
 
$
1,441,625

 
$
1,455,212

 
$
4,302,644

 
$
4,168,489

International
 
1,148,248

 
1,357,513

 
3,599,145

 
3,905,159

Aerospace Systems
 
572,438

 
545,681

 
1,665,447

 
1,616,908

Total net sales
 
$
3,162,311

 
$
3,358,406

 
$
9,567,236

 
$
9,690,556

Segment operating income
 
 
 
 
 
 
 
 
Diversified Industrial:
 
 
 
 
 
 
 
 
North America
 
$
235,516

 
$
242,998

 
$
726,640

 
$
677,824

International
 
139,473

 
126,933

 
465,803

 
434,541

Aerospace Systems
 
73,334

 
63,974

 
205,500

 
166,306

Total segment operating income
 
448,323

 
433,905

 
1,397,943

 
1,278,671

Corporate general and administrative expenses
 
45,515

 
38,377

 
152,319

 
132,406

Income before interest expense and other expense
 
402,808

 
395,528

 
1,245,624

 
1,146,265

Interest expense
 
35,003

 
20,594

 
83,609

 
62,403

Other expense (income)
 
(20,561
)
 
45,444

 
33,748

 
(65,034
)
Income before income taxes
 
$
388,366

 
$
329,490

 
$
1,128,267

 
$
1,148,896




- 6 -



PARKER-HANNIFIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollars in thousands, except per share amounts

1. Management representation
In the opinion of the management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 2015, the results of operations for the three and nine months ended March 31, 2015 and 2014 and cash flows for the nine months then ended. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2014 Annual Report on Form 10-K and previously filed fiscal 2015 Form 10-Qs. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year.
The Company has evaluated subsequent events that have occurred through the date these financial statements were issued. No subsequent events have occurred that required adjustment to these financial statements.

2. New accounting pronouncements
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, "Interest - Imputation of Interest." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in the ASU. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company does not expect ASU 2015-03 will have a material impact on its statement of financial position or financial statement disclosures.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The FASB has tentatively proposed a one-year deferral of this effective date. The Company has not yet determined the effect that ASU 2014-09 will have on its results of operations, statement of financial position, or financial statement disclosures.

3. Product warranty
In the ordinary course of business, the Company warrants its products against defects in design, materials and workmanship over various time periods. The warranty accrual as of March 31, 2015 and June 30, 2014 is immaterial to the financial position of the Company and the change in the accrual for the current-year quarter and first nine months of fiscal 2015 is immaterial to the Company’s results of operations and cash flows.
















- 7 -





4. Earnings per share
The following table presents a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and nine months ended March 31, 2015 and 2014.
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net income attributable to common shareholders
$
285,345

 
$
242,406

 
$
832,686

 
$
740,010

Denominator:
 
 
 
 
 
 
 
Basic - weighted average common shares
138,794,789

 
149,039,529

 
144,342,288

 
149,143,478

Increase in weighted average common shares from dilutive effect of equity-based awards
2,395,014

 
2,700,088

 
2,284,985

 
2,418,798

Diluted - weighted average common shares, assuming exercise of equity-based awards
141,189,803

 
151,739,617

 
146,627,273

 
151,562,276

Basic earnings per share
$
2.06

 
$
1.63

 
$
5.77

 
$
4.96

Diluted earnings per share
$
2.02

 
$
1.60

 
$
5.68

 
$
4.88

For the three months ended March 31, 2015 and 2014, 396,693 and 375,282 common shares subject to equity-based awards, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive. For the nine months ended March 31, 2015 and 2014, 1,067,506 and 1,265,717 common shares subject to equity-based awards, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

5. Share repurchase program
The Company has a program to repurchase its common shares. On October 22, 2014, the Board of Directors of the Company approved an increase in the overall number of shares authorized to repurchase under the program so that, beginning on such date, the aggregate number of shares authorized for repurchase was 35 million. There is no limitation on the number of shares that can be repurchased in a fiscal year. Repurchases may be funded primarily from operating cash flows and commercial paper borrowings and the shares are initially held as treasury stock. During the three-month period ended March 31, 2015, the Company repurchased 3,844,356 shares at an average price, including commissions, of $124.05 per share. During the nine- month period ended March 31, 2015, the Company repurchased 10,677,828 shares at an average price, including commissions, of $125.83 per share.

6. Trade accounts receivable, net
Trade accounts receivable are initially recorded at their net collectible amount and are generally recorded at the time the revenue from the sales transaction is recorded. Receivables are written off to bad debt primarily when, in the judgment of the Company, the receivable is deemed to be uncollectible due to the insolvency of the debtor. Allowance for doubtful accounts was $10,108 and $16,040 at March 31, 2015 and June 30, 2014, respectively.













- 8 -




7. Non-trade and notes receivable
The non-trade and notes receivable caption in the Consolidated Balance Sheet is comprised of the following components:
 
 
March 31,
2015
 
June 30,
2014
Notes receivable
 
$
88,846

 
$
117,400

Reverse repurchase agreements
 
78,308

 
54,772

Accounts receivable, other
 
156,986

 
216,265

Total
 
$
324,140

 
$
388,437

Reverse repurchase agreements are collateralized lending arrangements and have a maturity longer than three months from the date of purchase. The Company does not record an asset or liability for the collateral associated with the reverse repurchase agreements.

8. Inventories

The inventories caption in the Consolidated Balance Sheet is comprised of the following components:
 
 
March 31,
2015
 
June 30,
2014
Finished products
 
$
546,615

 
$
532,968

Work in process
 
752,587

 
732,294

Raw materials
 
88,479

 
106,419

Total
 
$
1,387,681

 
$
1,371,681


9. Business realignment charges
The Company incurred business realignment charges in fiscal 2015 and fiscal 2014.
Business realignment charges by business segment are as follows: 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Diversified Industrial
$
7,203

 
$
59,582

 
$
22,136

 
$
83,420

Aerospace Systems
563

 
299

 
563

 
925


Work force reductions in connection with such business realignment charges by business segment are as follows: 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Diversified Industrial
176

 
572

 
350

 
1,154

Aerospace Systems
21

 
17

 
21

 
44

The charges primarily consist of severance costs related to plant closures as well as general work force reductions implemented by various operating units throughout the world, with the majority of the charges relating to realignment initiatives in Europe. In addition, asset write-downs of $484 and $2,399 for the three and nine months ended March 31, 2015, respectively, and $1,331 for the nine months ended March 31, 2014 were recognized in connection with plant closures in the Diversified Industrial Segment and are reflected in the other expense (income) caption in the Business Segment Information. The Company believes the realignment actions will positively impact future results of operations but will not have a material effect on liquidity and sources and uses of capital.


- 9 -




9. Business realignment charges, cont'd
The business realignment charges are presented in the Consolidated Statement of Income as follows:
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Cost of sales
$
4,823

 
$
31,053

 
$
15,430

 
$
46,297

Selling, general and administrative expenses
2,943

 
28,828

 
7,269

 
38,048

Other (income), net
484

 

 
2,399

 
1,331

As of March 31, 2015, approximately $9 million in severance payments have been made relating to charges incurred during fiscal 2015, the remainder of which are expected to be paid by March 31, 2016. Severance payments relating to prior year actions are being made as required. Remaining severance payments related to current-year and prior-year actions of approximately $37 million are primarily reflected within the other accrued liabilities caption in the Consolidated Balance Sheet. Additional charges may be recognized in future periods related to the realignment actions described above, the timing and amount of which are not known at this time.


10. Equity
Changes in equity for the three months ended March 31, 2015 and 2014 are as follows:
 
 
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total Equity
Balance at December 31, 2014
$
5,756,749

 
$
3,392

 
$
5,760,141

Net income
285,345

 
117

 
285,462

Other comprehensive (loss)
(347,861
)
 
(27
)
 
(347,888
)
Dividends paid
(87,731
)
 
(258
)
 
(87,989
)
Stock incentive plan activity
22,092

 

 
22,092

Shares purchased at cost
(476,879
)
 

 
(476,879
)
Balance at March 31, 2015
$
5,151,715

 
$
3,224

 
$
5,154,939

 
 
 
 
 
 
 
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total Equity
Balance at December 31, 2013
$
6,295,226

 
$
3,060

 
$
6,298,286

Net income
242,406

 
112

 
242,518

Other comprehensive income
26,077

 
86

 
26,163

Dividends paid
(71,777
)
 
(21
)
 
(71,798
)
Stock incentive plan activity
9,064

 

 
9,064

Shares purchased at cost
(50,000
)
 

 
(50,000
)
Balance at March 31, 2014
$
6,450,996

 
$
3,237

 
$
6,454,233













- 10 -




10. Equity, cont'd

Changes in equity for the nine months ended March 31, 2015 and 2014 are as follows:
 
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total Equity
Balance at June 30, 2014
$
6,659,428

 
$
3,380

 
$
6,662,808

Net income
832,686

 
282

 
832,968

Other comprehensive (loss)
(814,726
)
 
(180
)
 
(814,906
)
Dividends paid
(252,487
)
 
(258
)
 
(252,745
)
Stock incentive plan activity
70,392

 

 
70,392

Shares purchased at cost
(1,343,578
)
 

 
(1,343,578
)
Balance at March 31, 2015
$
5,151,715

 
$
3,224

 
$
5,154,939

 
 
 
 
 
 
 
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total Equity
Balance at June 30, 2013
$
5,738,426

 
$
3,055

 
$
5,741,481

Net income
740,010

 
232

 
740,242

Other comprehensive income (loss)
260,756

 
(29
)
 
260,727

Dividends paid
(206,495
)
 
(21
)
 
(206,516
)
Stock incentive plan activity
68,299

 

 
68,299

Shares purchased at cost
(150,000
)
 

 
(150,000
)
Balance at March 31, 2014
$
6,450,996

 
$
3,237

 
$
6,454,233


Changes in accumulated other comprehensive (loss) in shareholder's equity by component for the nine months ended March 31, 2015 and 2014 are as follows:
 
Foreign Currency Translation Adjustment
 
Retirement Benefit Plans
 
Other
 
Total
Balance at June 30, 2014
$
124,620

 
$
(947,890
)
 
$
(228
)
 
$
(823,498
)
Other comprehensive (loss) before reclassifications
(892,804
)
 

 
132

 
(892,672
)
Amounts reclassified from accumulated other comprehensive (loss)

 
77,793

 
153

 
77,946

Balance at March 31, 2015
$
(768,184
)
 
$
(870,097
)
 
$
57

 
$
(1,638,224
)

 
Foreign Currency Translation Adjustment
 
Retirement Benefit Plans
 
Other
 
Total
Balance at June 30, 2013
$
(68,328
)
 
$
(1,039,072
)
 
$
(433
)
 
$
(1,107,833
)
Other comprehensive income before reclassifications
178,802

 

 

 
178,802

Amounts reclassified from accumulated other comprehensive (loss)

 
81,801

 
153

 
81,954

Balance at March 31, 2014
$
110,474

 
$
(957,271
)
 
$
(280
)
 
$
(847,077
)








- 11 -





10. Equity, cont'd

Reclassifications out of accumulated other comprehensive (loss) in shareholder's equity for the three and nine months ended March 31, 2015 and 2014 are as follows:

Details about Accumulated Other Comprehensive (Loss) Components
 
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
 
Consolidated Statement of Income Classification
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
March 31, 2015
 
March 31, 2015
 
 
Retirement benefit plans
 
 
 
 
 
 
Amortization of prior service cost and initial net obligation
 
$
(2,281
)
 
$
(6,825
)
 
See Note 12
Recognized actuarial loss
 
(38,498
)
 
(115,725
)
 
See Note 12
Total before tax
 
(40,779
)
 
(122,550
)
 

Tax benefit
 
14,908

 
44,757

 
Income taxes
Net of tax
 
$
(25,871
)
 
$
(77,793
)
 

 
 
 
 
 
 
 
Other
 
 
 
 
 
 
Realized loss on cash flow hedges
 
$
(76
)
 
$
(228
)
 
Interest expense
   Tax benefit
 
25

 
75

 
Income taxes
   Net of tax
 
$
(51
)
 
$
(153
)
 
 

Details about Accumulated Other Comprehensive (Loss) Components
 
Income (Expense) Reclassified from Accumulated Other Comprehensive (Loss)
 
Consolidated Statement of Income Classification
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
March 31, 2014
 
March 31, 2014
 
 
Retirement benefit plans
 
 
 
 
 
 
Amortization of prior service cost and initial net obligation
 
$
(2,913
)
 
$
(8,765
)
 
See Note 12
Recognized actuarial loss
 
(39,970
)
 
(120,349
)
 
See Note 12
Total before tax
 
(42,883
)
 
(129,114
)
 
 
Tax benefit
 
15,704

 
47,313

 
Income taxes
Net of tax
 
$
(27,179
)
 
$
(81,801
)
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
Realized loss on cash flow hedges
 
$
(76
)
 
$
(228
)
 
Interest expense
   Tax benefit
 
25

 
75

 
Income taxes
   Net of tax
 
$
(51
)
 
$
(153
)
 
 














- 12 -




11. Goodwill and intangible assets
The changes in the carrying amount of goodwill for the nine months ended March 31, 2015 are as follows:
 
 
Diversified Industrial
Segment
 
Aerospace
Systems
Segment
 
Total
Balance at June 30, 2014
$
3,072,724

 
$
98,701

 
$
3,171,425

Acquisitions
8,682

 

 
8,682

Divestitures
(4,757
)
 

 
(4,757
)
Foreign currency translation and other
(282,568
)
 
(77
)
 
(282,645
)
Balance at March 31, 2015
$
2,794,081

 
$
98,624

 
$
2,892,705

Acquisitions represent the original goodwill allocation and final adjustments to the purchase price allocation for the acquisitions during the measurement period subsequent to the applicable acquisition dates. The Company's previously reported results of operations and financial position would not be materially different had the goodwill adjustments recorded during the first nine months of fiscal 2015 been reflected in the same reporting period in which the initial purchase price allocations for those acquisitions were made.
Divestitures primarily represent goodwill associated with the sale of businesses during the first nine months of fiscal 2015.
During the second quarter of fiscal 2014, the Company made a decision to restructure and change the strategic direction of its Worldwide Energy Products Division (EPD). The Company calculated the fair value of EPD using assumptions reflecting the Company's updated strategic direction for this reporting unit, the results of which indicated that the carrying value of EPD exceeded its fair value. As a result, the Company estimated the implied fair value of EPD's goodwill, which resulted in a non-cash impairment charge of $140,334. The impairment charge is reflected in the goodwill and intangible asset impairment caption in the Consolidated Statement of Income and in the other expense (income) caption in the Business Segment Information. The fair value of EPD was calculated using both a discounted cash flow analysis and estimated fair market values of comparable businesses with each valuation method having equal weight. Fair value calculated using a discounted cash flow analysis is classified within level 3 of the fair value hierarchy and requires several assumptions including a risk-adjusted interest rate and future sales and operating margin levels.
Intangible assets are amortized on the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible assets:
 
 
March 31, 2015
 
June 30, 2014
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Patents
$
145,944

 
$
84,939

 
$
160,030

 
$
86,708

Trademarks
347,425

 
161,276

 
391,268

 
174,114

Customer lists and other
1,345,307

 
570,036

 
1,481,560

 
583,754

Total
$
1,838,676

 
$
816,251

 
$
2,032,858

 
$
844,576

Total intangible amortization expense for the nine months ended March 31, 2015 was $81,754. The estimated amortization expense for the five years ending June 30, 2015 through 2019 is $108,218, $104,395, $100,452, $95,109, and $88,824, respectively.
Intangible assets are evaluated for impairment whenever events or circumstances indicate that the undiscounted net cash flows to be generated by their use over their expected useful lives and eventual disposition may be less than their net carrying value. No such events or circumstances occurred during the nine months ended March 31, 2015.





- 13 -




11. Goodwill and intangible assets, cont'd
During the second quarter of fiscal 2014, in connection with the goodwill impairment review of EPD discussed above, the Company determined that certain intangible assets of EPD, primarily trademarks and customer lists, were impaired resulting in a non-cash impairment charge of $43,664. The impairment charge is reflected in the goodwill and intangible asset impairment caption in the Consolidated Statement of Income and in the other expense (income) caption in the Business Segment Information. The fair value of EPD's intangible assets were determined using an income approach for the individual intangible assets. Fair value calculated using an income approach is classified within level 3 of the fair value hierarchy and requires several assumptions including future sales and operating margins expected to be generated from the use of the individual intangible asset.


12. Retirement benefits
Net pension benefit cost recognized included the following components:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Service cost
$
24,506

 
$
24,935

 
$
74,163

 
$
74,621

Interest cost
44,447

 
48,034

 
135,245

 
143,043

Expected return on plan assets
(54,658
)
 
(56,657
)
 
(164,847
)
 
(169,619
)
Amortization of prior service cost
2,306

 
2,949

 
6,903

 
8,843

Amortization of net actuarial loss
38,171

 
39,914

 
114,896

 
119,593

Amortization of initial net obligation
4

 
5

 
13

 
15

Net pension benefit cost
$
54,776

 
$
59,180

 
$
166,373

 
$
176,496

In the fourth quarter of fiscal 2015, the Company initiated a voluntary retirement program under which certain participants of its U.S. qualified defined benefit pension plan were offered enhanced retirement benefits. The Company will incur an increase in net pension benefit cost during the fourth quarter of fiscal 2015 should certain participants accept the enhanced retirement benefits.
Net postretirement benefit cost recognized included the following components:
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Service cost
$
163

 
$
54

 
$
475

 
$
466

Interest cost
558

 
811

 
2,042

 
2,229

Amortization of prior service benefit
(29
)
 
(41
)
 
(91
)
 
(93
)
Amortization of net actuarial loss
327

 
56

 
829

 
756

Net postretirement benefit cost
$
1,019

 
$
880

 
$
3,255

 
$
3,358


13. Debt

During the second quarter of fiscal 2015, the Company issued $500,000 aggregate principal of ten-year medium-term notes, $500,000 aggregate principal of twenty-year medium-term notes and $500,000 aggregate principal of thirty-year medium-term notes. The ten-year medium-term notes are due in a balloon payment in November 2024 and carry an interest rate of 3.30 percent. The twenty-year medium-term notes are due in a balloon payment in November 2034 and carry an interest rate of 4.20 percent. The thirty-year medium-term notes are due in a balloon payment in November 2044 and carry an interest rate of 4.45 percent. Interest payments are due semi-annually. Debt issuance costs for all medium-term notes issued were approximately $15,018 and will be amortized over the term of the notes. The Company used a portion of the net proceeds from the notes issuance to repay outstanding commercial paper borrowings.

- 14 -




14. Income taxes
The effective tax rate for the first nine months of fiscal 2015 was lower than the comparable prior-year period due to discrete tax costs that occurred in the prior-year, an increase in estimated foreign earnings in low tax rate jurisdictions, and the re-enactment of the U.S. Research and Development tax credit.
The Company and its subsidiaries file federal and state income tax returns in the U.S. and in various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is open to assessment of its federal income tax returns by the U.S. Internal Revenue Service for fiscal years after 2011. The Company is also open to assessment for all significant state, local and foreign jurisdictions for fiscal years after 2006. Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements.
As of March 31, 2015, the Company had gross unrecognized tax benefits of $146,482. The total amount of gross unrecognized tax benefits that, if recognized, would affect the effective tax rate was $79,710. If recognized, a significant portion of the gross unrecognized tax benefits would be offset against an asset currently recorded in the Consolidated Balance Sheet. The accrued interest related to the gross unrecognized tax benefits, excluded from the amounts above, is $10,502. It is reasonably possible that within the next 12 months the amount of gross unrecognized tax benefits could be reduced by up to approximately $110,000 as a result of the revaluation of existing uncertain tax positions arising from developments in the examination process or the closure of tax statutes. Any increase in the amount of unrecognized tax benefits within the next 12 months is expected to be insignificant.

15. Financial instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities and other investments, long-term investments, and accounts receivable as well as obligations under accounts payable, trade, notes payable and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, accounts receivable, accounts payable, trade and notes payable approximate fair value.
Marketable securities and other investments include deposits, which are recorded at cost, and investments classified as available-for-sale, which are recorded at fair value with unrealized gains and losses recorded in accumulated other comprehensive (loss). The amortized cost and fair value of available-for-sale investments at March 31, 2015 are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Fixed income mutual funds
$
222,088

 
$
301

 
$

 
$
222,389

Government bonds
63,594

 
5

 
6

 
63,593

Corporate bonds
138,319

 

 
154

 
138,165

Asset-backed and mortgage-backed securities
10,753

 
2

 
17

 
10,738

At March 31, 2015, there were no facts or circumstances that indicated the unrealized losses were other than temporary. All available-for-sale investments in an unrealized loss position have been in that position for less than twelve months.
 
 
 
 
 
 
 
 
 
 
 
 
The contractual maturities of available-for-sale investments at March 31, 2015 are as follows:
 
Amortized
Cost
 
Fair
Value
Less than one year
$
19,245

 
$
19,239

One to three years
179,575

 
179,434

Above three years
13,846

 
13,823




- 15 -




15. Financial instruments cont'd
Actual maturities of available-for-sale investments may differ from their contractual maturities as the Company has the ability to liquidate the available-for-sale investments after giving appropriate notice to the issuer.
The carrying value of long-term debt (excluding capital leases) and estimated fair value of long-term debt (excluding capital leases) are as follows:
 
 
March 31,
2015
 
June 30,
2014
Carrying value of long-term debt (excluding capital leases)
 
$
2,939,620

 
$
1,508,420

Estimated fair value of long-term debt (excluding capital leases)
 
3,295,663

 
1,708,723

The fair value of long-term debt was determined based on observable market prices in the active market in which the security is traded and is classified within level 2 of the fair value hierarchy.
The Company utilizes derivative and non-derivative financial instruments, including forward exchange contracts, costless collar contracts, cross-currency swap contracts and certain foreign denominated debt designated as net investment hedges, to manage foreign currency transaction and translation risk. The derivative financial instrument contracts are with major investment grade financial institutions and the Company does not anticipate any material non-performance by any of the counterparties. The Company does not hold or issue derivative financial instruments for trading purposes.
The Company’s Euro bonds and Japanese Yen credit facility have each been designated as a hedge of the Company’s net investment in certain foreign subsidiaries. The translation of the Euro bonds and Japanese Yen credit facility into U.S. dollars is recorded in accumulated other comprehensive (loss) and remains there until the underlying net investment is sold or substantially liquidated.
Derivative financial instruments are recognized on the Consolidated Balance Sheet as either assets or liabilities and are measured at fair value.
The following summarizes the location and fair value of derivative financial instruments reported in the Consolidated Balance Sheet as of March 31, 2015 and June 30, 2014:

 
 
Balance Sheet Caption
 
March 31,
2015
 
June 30,
2014
Net investment hedges
 
 
 
 
 
 
Cross-currency swap contracts
 
Other assets
 
$
26,747

 
$

Cross-currency swap contracts
 
Other liabilities
 

 
45,790

Cash flow hedges
 
 
 
 
 
 
Costless collar contracts
 
Non-trade and notes receivable
 
7,712

 
3,508

Forward exchange contracts
 
Non-trade and notes receivable
 
63

 
(41
)
Costless collar contracts
 
Other accrued liabilities
 
6,651

 
378


The cross-currency swap and costless collar contracts are reflected on a gross basis in the Consolidated Balance Sheet. The presentation of forward exchange contracts is on a net basis, the effect of which is immaterial to the Consolidated Balance Sheet. The Company has not entered into any master netting arrangements.
Gains or losses on derivatives that are not hedges are adjusted to fair value through the cost of sales caption in the Consolidated Statement of Income. Gains or losses on derivatives that are hedges are adjusted to fair value through accumulated other comprehensive (loss) in the Consolidated Balance Sheet until the hedged item is recognized in earnings.
The cross-currency swap contracts have been designated as hedging instruments. The costless collar contracts and forward exchange contracts have not been designated as hedging instruments and are considered to be economic hedges of forecasted transactions.



- 16 -




15. Financial instruments cont'd
Gains (losses) on derivative financial instruments that were recorded in the Consolidated Statement of Income are as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Forward exchange contracts
$
(331
)
 
$
442

 
$
148

 
$
(182
)
Costless collar contracts
(424
)
 
766

 
(1,788
)
 
7,486

Gains (losses) on derivative and non-derivative financial instruments that were recorded in accumulated other comprehensive (loss) in the Consolidated Balance Sheet are as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2015
 
2014
 
2015
 
2014
Cross-currency swap contracts
$
22,684

 
$
(2,393
)
 
$
44,813

 
$
(13,881
)
Foreign denominated debt
17,151

 
(1,013
)
 
42,296

 
(7,895
)
There was no ineffectiveness of the cross-currency swap contracts or foreign denominated debt, nor was any portion of these financial instruments excluded from the effectiveness testing, during the nine months ended March 31, 2015 and 2014.
A summary of financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2015 and June 30, 2014 are as follows:
 
 
 
 
Quoted Prices

 
Significant Other

 
Significant

 
 
Total

 
In Active

 
Observable

 
Unobservable

 
 
Value at

 
Markets

 
Inputs

 
Inputs

 
 
March 31, 2015

 
(Level 1)

 
(Level 2)

 
(Level 3)

Assets:
 
 
 
 
 
 
 
 
Fixed income mutual funds
 
$
222,389

 
$
59,450

 
$
162,939

 
$

Government bonds
 
63,593

 
63,593

 

 

Corporate bonds
 
138,165

 
138,165

 

 

Asset-backed and mortgage-backed securities
 
10,738

 

 
10,738

 

Derivatives
 
34,522

 

 
34,522

 

Liabilities:
 
 
 
 
 
 
 
 
Derivatives
 
6,651

 

 
6,651

 

 
 
 
 
Quoted Prices

 
Significant Other

 
Significant

 
 
Total

 
In Active

 
Observable

 
Unobservable

 
 
Value at

 
Markets

 
Inputs

 
Inputs

 
 
June 30, 2014

 
(Level 1)

 
(Level 2)

 
(Level 3)

Assets:
 
 
 
 
 
 
 
 
Derivatives
 
$
3,508

 
$

 
$
3,508

 
$

Liabilities:
 
 
 
 
 
 
 
 
Derivatives
 
46,209

 

 
46,209

 

Fixed income mutual funds consist of investments in mutual funds with variable net asset values. The fair values of the fixed income mutual funds, government bonds, corporate bonds and asset-backed and mortgage-backed securities are determined using the closing market price reported in the active market in which the fund is traded or the market price for similar assets that are traded in an active market.


- 17 -




15. Financial instruments cont'd
Derivatives consist of forward exchange, costless collar and cross-currency swap contracts, the fair values of which are calculated using market observable inputs including both spot and forward prices for the same underlying currencies. The calculation of fair value of the cross-currency swap contracts also utilizes a present value cash flow model that has been adjusted to reflect the credit risk of either the Company or the counterparty.

There are no other financial assets or financial liabilities that are marked to market on a recurring basis. Fair values are transferred between levels of the fair value hierarchy when facts and circumstances indicate that a change in the method of estimating the fair value of a financial asset or financial liability is warranted.


16. Deconsolidation of subsidiary

During the second quarter of fiscal 2014, the Company and GE Aviation, a non-related party, finalized a joint venture in which the Company sold a 50 percent equity interest in one of its wholly-owned subsidiaries. The sale of the 50 percent equity interest in the wholly-owned subsidiary resulted in a loss of control of the subsidiary, and therefore it was deconsolidated from the Company's financial statements during the second quarter of fiscal 2014. The Company's equity interest in the joint venture with GE Aviation is accounted for using the equity method of accounting. A significant portion of the underlying net assets of the joint venture are related to goodwill.

The Company recognized a pre-tax gain of $413 million on the deconsolidation, measured as the fair value of the consideration received for the 50 percent equity interest in the former subsidiary and the fair value of the retained investment less the carrying amount of the former subsidiary's net assets. Approximately $186 million of the pre-tax gain is attributable to the remeasurement of the retained investment in the former subsidiary to its current fair value. The gain is reflected in the other (income) net caption in the Consolidated Statement of Income and the other expense (income) caption in the Business Segment Information for the nine months ended March 31, 2014.

The fair value of the retained investment in the joint venture with GE Aviation was determined using both a market and income approach. Cash consideration paid was the primary input used for the market approach. The fair value calculated using an income approach required several assumptions including future projected cash flows discounted using a rate approximating the cost of capital of the joint venture and is classified within level 3 of the fair value hierarchy.



- 18 -





PARKER-HANNIFIN CORPORATION
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2015
AND COMPARABLE PERIODS ENDED MARCH 31, 2014
OVERVIEW
The Company is a leading worldwide diversified manufacturer of motion and control technologies and systems, providing precision engineered solutions for a wide variety of mobile, industrial and aerospace markets.
The Company’s order rates provide a near-term perspective of the Company’s outlook particularly when viewed in the context of prior and future order rates. The Company publishes its order rates on a quarterly basis. The lead time between the time an order is received and revenue is realized generally ranges from one day to 12 weeks for mobile and industrial orders and from one day to 18 months for aerospace orders. The Company believes the leading economic indicators of these markets that have a strong correlation to the Company’s future order rates are as follows:

Purchasing Managers Index (PMI) on manufacturing activity specific to regions around the world with respect to most mobile and industrial markets;
Global aircraft miles flown and global revenue passenger miles for commercial aerospace markets and Department of Defense spending for military aerospace markets; and
Housing starts with respect to the North American residential air conditioning market and certain mobile construction markets.
A PMI above 50 indicates that the manufacturing activity specific to a region of the world in the mobile and industrial markets is expanding. A PMI below 50 indicates the opposite. Recent PMI levels for some regions around the world were as follows:
 
March 31, 2015

 
December 31, 2014

 
June 30, 2014

United States
51.5

 
55.5

 
55.3

Eurozone countries
52.2

 
50.6

 
51.8

China
49.6

 
49.6

 
50.7

Brazil
46.2

 
50.2

 
48.7

Global aircraft miles flown and global revenue passenger miles have both increased approximately six percent from their comparable fiscal 2014 levels. The Company anticipates that U.S. Department of Defense spending with regard to appropriations and operations and maintenance for the U.S. Government’s fiscal year 2015 will be approximately one percent higher than the comparable fiscal 2014 level.
Housing starts in March 2015 were approximately two percent lower than housing starts in March 2014 and were approximately four percent higher than housing starts in June 2014.
The Company remains focused on maintaining its financial strength by adjusting its cost structure to reflect changing demand levels, maintaining a strong balance sheet and managing its cash. The Company has been able to borrow funds at affordable interest rates and had a debt to debt-shareholders’ equity ratio of 39.7 percent at March 31, 2015 compared to 34.0 percent at December 31, 2014 and 25.9 percent at June 30, 2014. Net of cash and cash equivalents and marketable securities and other investments, the debt to debt-shareholders' equity ratio was 20.9 percent at March 31, 2015 compared to 14.9 percent at December 31, 2014 and 2.0 percent at June 30, 2014.
The Company believes many opportunities for profitable growth are available. The Company intends to focus primarily on business opportunities in the areas of energy, water, food, environment, defense, life sciences, infrastructure and transportation.

- 19 -



The Company believes it can meet its strategic objectives by:

Serving the customer and continuously enhancing its experience with the Company;
Successfully executing its Win Strategy initiatives relating to premier customer service, financial performance and profitable growth;
Maintaining its decentralized division and sales company structure;
Fostering an entrepreneurial culture;
Engineering innovative systems and products to provide superior customer value through improved service, efficiency and productivity;
Delivering products, systems and services that have demonstrable savings to customers and are priced by the value they deliver;
Acquiring strategic businesses;
Organizing around targeted regions, technologies and markets;
Driving efficiency by implementing lean enterprise principles; and
Creating a culture of empowerment through its values, inclusion and diversity, accountability and teamwork.
Acquisitions will be considered from time to time to the extent there is a strong strategic fit while at the same time, maintaining the Company’s strong financial position. In addition, the Company will continue to assess its existing businesses and initiate efforts to divest businesses that are not considered to be a good long-term strategic fit for the Company. Future business divestitures could have a negative effect on the Company’s results of operations.
The discussion below is structured to separately discuss the Consolidated Statement of Income, Results by Business Segment, Consolidated Balance Sheet and Consolidated Statement of Cash Flows.
CONSOLIDATED STATEMENT OF INCOME
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(dollars in millions)
 
2015
 
2014
 
2015
 
2014
Net sales
 
$
3,162.3

 
$
3,358.4

 
$
9,567.2

 
$
9,690.6

Gross profit
 
$
789.3

 
$
752.5

 
$
2,332.8

 
$
2,188.3

Gross profit margin
 
25.0
%
 
22.4
%
 
24.4
%
 
22.6
%
Selling, general and administrative expenses
 
$
372.3

 
$
407.2

 
$
1,153.0

 
$
1,212.8

Selling, general and administrative expenses, as a percent of sales
 
11.8
%
 
12.1
%
 
12.1
%
 
12.5
%
Goodwill and intangible asset impairment
 
$

 
$

 
$

 
$
188.9

Interest expense
 
35.0

 
20.6

 
83.6

 
62.4

Other (income), net
 
$
(6.4
)
 
$
(4.8
)
 
$
(32.1
)
 
$
(424.7
)
Effective tax rate
 
26.5
%
 
26.4
%
 
26.2
%
 
35.6
%
Net income
 
$
285.5

 
$
242.5

 
$
833.0

 
$
740.2

Net income, as a percent of sales
 
9.0
%
 
7.2
%
 
8.7
%
 
7.6
%

Net sales for the current-year quarter and first nine months of fiscal 2015 decreased from the comparable prior-year periods primarily due to lower sales in the Diversified Industrial International businesses, primarily due to effect of currency rate changes, more than offsetting higher volume experienced in the Aerospace Systems Segment. An increase in net sales in the Diversified Industrial North American businesses for the first nine months of fiscal 2015 also helped offset the decrease in sales. The effect of currency rate changes decreased net sales by approximately $205 million in the current-year quarter ($185 million of which was attributable to the Diversified Industrial International businesses) and $336 million for the first nine months of fiscal 2015 ($298 million of which was attributable to the Diversified Industrial International businesses). Acquisitions made in the last 12 months contributed approximately $3 million and $12 million in sales in the current-year quarter and first nine months of fiscal 2015, respectively.







- 20 -



Gross profit margin increased in the current-year quarter and first nine months of fiscal 2015 primarily due to lower business realignment charges, higher sales volume and a favorable product mix in the Aerospace Systems Segment and lower fixed overhead costs in the Diversified Industrial International businesses, reflecting the benefits of business realignment actions taken in the prior year. Foreign currency transaction (gain) loss (relating to cash, marketable securities and other investments and intercompany transactions) included in cost of sales for the current-year quarter and prior-year quarter were $(56.4) million and $1.1 million, respectively, and $(79.6) million and $5.6 million for the first nine months of fiscal 2015 and 2014, respectively. Pension cost included in cost of sales for the current-year quarter and prior-year quarter were $39.2 million and $45.2 million, respectively, and $121.0 million and $130.3 million for the first nine months of fiscal 2015 and fiscal 2014, respectively. Cost of sales for the current-year quarter and prior-year quarter also included business realignment charges of $4.8 million and $31.1 million, respectively, and $15.4 and $46.3 million for the first nine months of fiscal 2015 and fiscal 2014, respectively.
Selling, general and administrative expenses decreased for the current-year quarter and first nine months of fiscal 2015 primarily due to lower business realignment expenses and stock compensation expense, partially offset by higher incentive compensation expense. Selling, general and administrative expenses for the first nine months of fiscal 2015 includes higher expenses associated with the Company's deferred compensation programs. Stock compensation expense decreased primarily as a result of a lower number of stock awards granted in fiscal 2015. Pension cost included in selling, general and administrative expenses for the current-year quarter and prior-year quarter was $15.4 million and $16.5 million, respectively and $46.7 million and $48.7 million for the first nine months of fiscal 2015 and fiscal 2014, respectively. Business realignment charges included in selling, general and administrative expenses were $2.9 million and $28.8 million for the current-year quarter and prior-year quarter, respectively, and $7.3 million and $38.0 million for the first nine months of fiscal 2015 and fiscal 2014, respectively.
Goodwill and intangible asset impairment relates to the Worldwide Energy Products Division. Refer to Note 11 to the Consolidated Financial Statements for further discussion.
Interest expense for the current-year quarter and first nine months of fiscal 2015 increased from the comparable prior-year periods primarily due to a higher weighted-average interest rate on borrowings. The higher weighted-average interest rate primarily resulted from the issuance of $1,500 million of medium-term notes during the second quarter of fiscal 2015.
Other (income), net in the current-year quarter and first nine months of fiscal 2015 includes income of $4.9 million and $16.1 million, respectively, related to equity method investments, a gain of $1.3 million and $8.9 million, respectively, related to the sale of businesses and an expense of $0.8 million and $7.9 million, respectively, related to asset writedowns. Other (income), net in the prior-year quarter and first nine months of fiscal 2014 included income of $4.3 million and $5.5 million, respectively, related to equity method investments, and an expense of $0.8 million and $3.0 million, respectively, related to asset writedowns. Other (income), net for the first nine months of fiscal 2014 included a gain of $412.6 million related to the deconsolidation of a subsidiary (refer to Note 16 to the Consolidated Financial Statements for further discussion).
Effective tax rate for the first nine months of fiscal 2015 was lower than the comparable prior-year period due to discrete tax costs that occurred in the prior-year, an increase in estimated foreign earnings in low tax jurisdictions and the re-enactment of the U.S. Research and Development tax credit. The Company expects the effective tax rate for fiscal 2015 will be approximately 26.5 percent.
RESULTS BY BUSINESS SEGMENT
Diversified Industrial Segment
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(dollars in millions)
 
2015
 
2014
 
2015
 
2014
Net sales
 
 
 
 
 
 
 
 
North America
 
$
1,441.6

 
$
1,455.2

 
$
4,302.6

 
$
4,168.5

International
 
1,148.2

 
1,357.5

 
3,599.1

 
3,905.2

Operating income
 
 
 
 
 
 
 
 
North America
 
235.5

 
243.0

 
726.6

 
677.8

International
 
$
139.5

 
$
126.9

 
$
465.8

 
$
434.5

Operating margin
 
 
 
 
 
 
 
 
North America
 
16.3
%
 
16.7
%
 
16.9
%
 
16.3
%
International
 
12.1
%
 
9.4
%
 
12.9
%
 
11.1
%
Backlog
 
$
1,662.9

 
$
1,903.4

 
$
1,662.9

 
$
1,903.4

`

- 21 -




The Diversified Industrial Segment operations experienced the following percentage changes in net sales in the current-year period versus the comparable prior-year period:
 
 
 
Period ending March 31,
 
 
Three Months
 
Nine Months
Diversified Industrial North America – as reported
 
(0.9
)%
 
3.2
 %
Acquisitions
 
 %
 
0.2
 %
Currency
 
(1.1
)%
 
(0.8
)%
Diversified Industrial North America – without acquisitions and currency
 
0.2
 %
 
3.8
 %
 
 
 
 
 
Diversified Industrial International – as reported
 
(15.4
)%
 
(7.8
)%
Acquisitions
 
0.2
 %
 
0.1
 %
Currency
 
(13.6
)%
 
(7.6
)%
Diversified Industrial International – without acquisitions and currency
 
(2.0
)%
 
(0.3
)%
 
 
 
 
 
Total Diversified Industrial Segment – as reported
 
(7.9
)%
 
(2.1
)%
Acquisitions
 
0.1
 %
 
0.1
 %
Currency
 
(7.1
)%
 
(4.0
)%
Total Diversified Industrial Segment – without acquisitions and currency
 
(0.9
)%
 
1.8
 %
The above presentation reconciles the percentage changes in net sales of the Diversified Industrial Segment reported in accordance with U.S. GAAP to percentage changes in net sales adjusted to remove the effects of acquisitions made within the prior four fiscal quarters as well as the effects of currency exchange rates. The effects of acquisitions and currency exchange rates are removed to allow investors and the Company to meaningfully evaluate the percentage changes in net sales on a comparable basis from period to period.
Excluding the effects of acquisitions and changes in currency exchange rates, Diversified Industrial North American sales remained relatively flat for the current-year quarter as an increase in demand from distributors and end-users in the car and light truck and construction equipment markets was partially offset by lower demand in the farm and agriculture equipment market. The increase in Diversified Industrial North American sales for the first nine months of fiscal 2015 is primarily due to higher demand from distributors as well as from end-users in the construction equipment, car and light truck, refrigeration and air conditioning, oil and gas, and heavy-duty truck markets, partially offset by lower demand in the farm and agriculture equipment market. Excluding the effects of acquisitions and changes in currency exchange rates, Diversified Industrial International sales for the current-year quarter decreased due to lower volume in Europe and Latin America, partially offset by higher volume in the Asia Pacific region. Diversified Industrial International sales for the first nine months of fiscal 2015 remained relatively flat as increases in volume in the Asia Pacific region and Europe were offset by the absence of sales from divested businesses in Europe and lower volume in Latin America.
The decrease in operating margins in the Diversified Industrial North American businesses for the current-year quarter was primarily due to higher material prices and higher research and development expenses, partially offset by a favorable product mix. The increase in operating margins in the Diversified Industrial North American businesses for the first nine months of fiscal 2015 was primarily due to higher volume, a favorable product mix and manufacturing efficiencies, partially offset by higher material prices and higher warehouse, shipping and manufacturing support costs. The increase in operating margins in the Diversified Industrial International businesses for the current-year quarter and first nine months of fiscal 2015 was primarily due to lower fixed overhead costs, primarily resulting from business realignment actions taken in the prior year and lower business realignment charges in the current-year quarter and first nine months of fiscal 2015, partially offset by higher material costs due to changes in currency exchange rates.

The following business realignment expenses are included in Diversified Industrial North America and Diversified Industrial International operating income:
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(dollars in thousands)
 
2015
 
2014
 
2015
 
2014
Diversified Industrial North America
 
$
689

 
$
100

 
$
1,018

 
$
1,751

Diversified Industrial International
 
6,514

 
59,482

 
21,118

 
81,669


- 22 -





The business realignment charges consist primarily of severance costs resulting from plant closures as well as general work force reductions. The majority of the Diversified Industrial International business realignment charges were incurred in Europe. The Company does not anticipate that cost savings realized from the work force reduction measures taken during the first nine months of fiscal 2015 in the Diversified Industrial North American businesses will have a material impact on future operating income. The Company expects work force reduction measures taken in the Diversified Industrial International businesses will increase future annual operating income by approximately two percent. The Company expects to continue to take the actions necessary to structure appropriately the operations of the Diversified Industrial Segment. Such actions are expected to result in approximately $10 million in additional business realignment charges in the remainder of fiscal 2015.
Diversified Industrial Segment backlog decreased from the prior-year quarter and the June 30, 2014 amount of $1,861.0 million as shipments exceeded orders in all businesses with the largest decrease occurring in the European and North American businesses. Backlog consists of written firm orders from a customer to deliver products and, in the case of blanket purchase orders, only includes the portion of the order for which a schedule or release date has been agreed to with the customer. The dollar value of backlog is equal to the amount that is expected to be billed to the customer and reported as a sale. The Company anticipates Diversified Industrial North American sales for fiscal 2015 will increase between one percent and two percent from the fiscal 2014 level and Diversified Industrial International sales for fiscal 2015 will decrease between 12 percent and 11 percent from the fiscal 2014 level. Diversified Industrial North American operating margins in fiscal 2015 are expected to range from 16.2 percent to 16.3 percent and Diversified Industrial International operating margins in fiscal 2015 are expected to range from 12.8 percent to 13.0 percent. The forecasted Diversified Industrial North American operating margins in fiscal 2015 do not include the potential impact of the voluntary retirement program discussed in Note 12 to the Consolidated Financial Statements.
Aerospace Systems Segment
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
(dollars in millions)
 
2015
 
2014
 
2015
 
2014
Net sales
 
$
572.4

 
$
545.7

 
$
1,665.4

 
$
1,616.9

Operating income
 
$
73.3

 
$
64.0

 
$
205.5

 
$
166.3

Operating margin
 
12.8
%
 
11.7
%
 
12.3
%
 
10.3
%
Backlog
 
$
1,848.3

 
$
1,923.9

 
$
1,848.3

 
$
1,923.9

The increase in net sales in the Aerospace Systems Segment for the current-year quarter and first nine months of fiscal 2015 was primarily due to higher volume in the commercial original equipment manufacturer (OEM) and military aftermarket businesses, partially offset by lower volume in the commercial aftermarket and military OEM businesses. The higher margins in the current-year quarter were primarily due to higher military aftermarket volume and lower engineering development costs, partially offset by an unfavorable OEM product mix. The higher margins for the first nine months of fiscal 2015 were primarily due to a favorable OEM product mix, higher military aftermarket volume and lower engineering development costs.
The decrease in backlog from the prior-year quarter was primarily due to lower orders than shipments in the military OEM and commercial and military aftermarket businesses partially offset by orders exceeding shipments in the commercial OEM business. The decrease in backlog from the June 30, 2014 amount of $1,993.6 million was primarily due to shipments exceeding orders in the commercial and military OEM businesses and commercial aftermarket business, partially offset by orders exceeding shipments in the military aftermarket business. Backlog consists of written firm orders from a customer to deliver products and, in the case of blanket purchase orders, only includes the portion of the order for which a schedule or release date has been agreed to with the customer. The dollar value of backlog is equal to the amount that is expected to be billed to the customer and reported as a sale. For fiscal 2015, sales are expected to increase between three percent and five percent from the fiscal 2014 level (excluding fiscal 2014 sales of $49.5 million from a deconsolidated subsidiary) and operating margins are expected to range from 13.3 percent to 13.5 percent. Forecasted operating margins in fiscal 2015 do not include the potential impact of the voluntary retirement program discussed in Note 12 to the Consolidated Financial Statements. A higher concentration of commercial OEM volume in future product mix and higher than expected new product development costs could result in lower margins.



- 23 -





Corporate general and administrative expenses
Corporate general and administrative expenses were $45.5 million in the current-year quarter compared to $38.4 million in the comparable prior-year quarter and were $152.3 million for the first nine months of fiscal 2015 compared to $132.4 million for the first nine months of 2014. As a percent of sales, corporate general and administrative expenses increased to 1.4 percent in the current-year quarter from 1.1 percent in the prior-year quarter and increased to 1.6 percent in the first nine months of fiscal 2015 from 1.4 percent in the first nine months of fiscal 2014. The higher expense in the current-year quarter and first nine months of fiscal 2015 is primarily due to an increase in incentive compensation, charitable contributions and research and development expenses. The higher expense for the first nine months of fiscal 2015 is also attributable to higher expenses related to the Company's deferred compensation programs.

Other expense (income) (in the Results By Business Segment) included the following:
 
(dollars in millions)
 
Three Months Ended,
March 31,
 
Nine Months Ended,
March 31,
Expense (income)
 
2015
 
2014
 
2015
 
2014
Foreign currency transaction
 
$
(56.4
)
 
$
1.1

 
$
(79.6
)
 
$
5.6

Stock-based compensation
 
9.2

 
10.8

 
48.6

 
62.1

Pensions
 
23.5

 
26.5

 
73.0

 
81.4

Divestitures and asset sales and writedowns
 
0.9

 
1.5

 
1.3

 
(410.5