Title of Each Class ý (Do not check if a smaller reporting company) $11,403,595,331. 149,443,661.xý ANNUAL REPORT PURSUANT TO SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193420112012¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Ohio 34-0451060 (I.R.S. EmployerIdentification No.)6035 Parkland Boulevard, Cleveland, Ohio 44124-4141 (Address of Principal Executive Offices) (Zip Code) Common Shares, $.50 par value New York Stock Exchange x No ¨ No xýxý No ¨xý No ¨¨ý.Large Accelerated Filer: xý Accelerated Filer: ¨ Non-Accelerated Filer: ¨ Smaller Reporting Company: ¨ xý2010,2011, excluding, for purpose of this computation only, stock holdings of the Registrant’s Directors and Officers: $13,856,268,971.20112012 was 155,061,050.(1) Annual Report to Shareholders of the Company for the fiscal year ended June 30, 20112012 is incorporated by reference into Parts I and II hereof.(2) Definitive Proxy Statement for the Company’s 20112012 Annual Meeting of Shareholders to be held on October 26, 201124, 2012 is incorporated by reference into Part III hereof.
2012
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2012.
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| • Converting and packaging • Factory automation • Food production machinery • Life sciences and medical • Material handling • Paper machinery | • Primary metals • Renewable energy • Robotics • Safety and security • Semiconductor and electronics • Transportation and mobile | ||||
Filtration Group: | •
Food and beverage • Industrial machinery •
| Life sciences • Marine • Mobile equipment | • Oil and gas • Power generation • Renewable energy • Transportation • Water purification | |||
Fluid Connectors Group: | • Aerial lift • Agriculture • Bulk chemical handling • Construction machinery • Food and beverage • Fuel and gas delivery • Industrial machinery | • Life sciences • Marine • Mining • Mobile equipment • Oil and gas • Renewable energy • Transportation | ||||
Hydraulics Group: | • Aerial lift • Agriculture • Construction machinery • Factory automation • Forestry • Industrial machinery • Machine tool | • Marine • Material handling • Mining • Oil and gas • Power generation • Renewable energy • Truck hydraulics
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Instrumentation Group: | • Alternative fuels • Bio pharmaceuticals • Chemical and refining • Food and beverage • | • Marine • Microelectronics • Oil and gas • Power generation • Water/wastewater | ||||
Seal Group: | • Aerospace • Chemical processing • Consumer • Fluid power • General industrial • Information technology • Life sciences | • Microelectronics • Military • Oil and gas • Power generation • |
Renewable energy • Telecommunications • Transportation |
• Commercial transports • Engines • General and business aviation • Helicopters • Launch vehicles • Military aircraft | • Missiles • Power generation • Regional transports • Unmanned aerial vehicles • Aftermarket services |
• Agriculture • Air conditioning • Construction Machinery • Food and beverage • Industrial and commercial refrigeration • Industrial machinery | • Life sciences • Oil and gas
• Process • Supermarkets • Transportation |
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Pneumatic products: | • Air preparation units • Pneumatic accessories • Pneumatic actuators and grippers • Pneumatic valves and controls • Structural extrusions • Vacuum generators, cups and sensors | |
Electromechanical products: | • AC/DC drives and systems • Electric actuators, gantry robots and slides • Human-machine interfaces • Manifolds • Rotary actuators • Stepper motors, servo motors, drives and controls |
• Analytical gas generators • Compressed air and gas filters and dryers • Condition monitoring devices • Engine air, fuel and oil filtration and systems | • Hydraulic, lubrication and coolant filters | • Nitrogen, hydrogen and • Process, chemical, water and microfiltration filters • Water desalinization and purification filters/systems |
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• Connectors for low pressure fluid conveyance • Deep sea umbilicals • Diagnostic equipment • Hose couplings • Industrial hose • Mooring systems and power cables | • PTFE hose and tubing • Quick couplings • Check valves • Rubber and thermoplastic hose • •
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• Accumulators • Cartridge valves • Hybrid drives • Hydraulic transmissions • Hydraulic cylinders • Hydraulic motors and pumps • Hydraulic systems | • Hydraulic valves and controls • Hydrostatic steering units • Integrated hydraulic circuits • Power take-off equipment • Power units • Rotary actuators • Sensors, displays and controls |
• Analytical sample conditioning products and systems • Chemical injection fittings and valves • Fluoropolymer chemical delivery fittings, valves and pumps • High pressure fittings, valves, pumps and reactor systems • High-purity gas delivery fittings, valves, regulators and digital flow controllers | • Process analyzers • Process control fittings, valves, regulators and manifold valves • Process control double block and bleeds • Permanent no-weld tube fittings • Precision industrial regulators and flow controllers • Industrial mass flow meters/controllers |
• Dynamic seals • Elastomeric o-rings • Electromagnetic interference shielding • Extruded and precision-cut fabricated elastomeric seals • High-temperature metal seals | • Homogeneous and inserted elastomeric shapes • Medical devices • Medical seals and instruments • Metal and plastic retained composite seals • Thermal management products |
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• Accumulators •
• Electrohydraulic servo valves |
• Electronic controllers and software • Engine-driven pumps • Filtration manifolds • Hydraulic power packs | • Integration packages • • Power transfer units • Reservoirs • Selector valves • Thrust-reverser systems • Utility actuators |
• Fuel tank inerting systems • Refuel, transfer, and pressurization controls • In-flight refueling systems • Fuel pumps and valves • Fuel measurement and management systems • Fuel and pneumatic filtration • Fluid conveyance equipment | • Center of gravity controls • Engine fuel injection atomization nozzles, manifolds and augmentor controls • Electronic monitoring computers and controllers • Lightning-safe flame arresters, fuel caps, and adapters • Water and waste subsystems |
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• Pneumatic subsystems • Low-pressure pneumatic controls • Engine starter systems • Fuel valves and manifolds
• Heat management • Engine bleed control and anti-ice systems | • Electronic control and monitoring computers
• Fuel and pneumatic filtration • Fluid conveyance systems and engine build units • Motor-driven and hydraulic pumps • Oil and lubrication pumps and equipment • Thrust reverser actuation |
• Accumulators • CO2 controls • Electronic controllers • Filter driers • Hand shut-off valves • Heat exchangers | • Hose and fittings | • Precision cooling • Pressure regulating valves • Refrigerant distributors • Safety relief valves • Solenoid valves • Thermostatic expansion valves |
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consequently has hundreds of competitors when viewed across its various markets and product offerings. The Company’s competitors include U.S. and non-U.S. companies. These competitors and the degree of competition vary widely by product lines, end markets, geographic scope and/or geographic locations. Although each of the Company’s segments has numerous competitors, given the Company’s market and product breadth, no single competitor competes with the Company with respect to all products manufactured and sold by the Company.
decentralized operating structure that allows each division to focus on its customers and respond quickly at the local level;
global presence; and
a strong global distribution network.
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changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments, disputes regarding contract terms or significant changes in financial condition, and changes in contract cost and revenue estimates for new development programs; changes in product mix; changes in the market acceptance of the Company’s products; increased competition in the markets the Company serves; declines in the general level of industrial production; declines in the availability, or increases in the prices, of raw materials. fluctuations in currency exchange rates; limitations on ownership and on repatriation of earnings; transportation delays and interruptions; political, social and economic instability and disruptions; government embargoes or trade restrictions; the imposition of duties and tariffs and other trade barriers; import and export controls; labor unrest and current and changing regulatory environments; the potential for nationalization of enterprises; difficulties in staffing and managing multi-national operations; limitations on the Company’s ability to enforce legal rights and remedies; potentially adverse tax consequences; and difficulties in implementing restructuring actions on a timely basis. 11 - Name Position Donald E. Washkewicz Jon P. Marten Name Position Thomas L. Williams Executive Vice President and Operating Officer Robert W. Bond Vice President and President – Fluid Connectors Group Yoon “Michael” Chung Vice President and President – Asia Pacific Group Jeffery A. Cullman Vice President and President – Hydraulics Group John G. Dedinsky, Jr. Vice President – Global Supply Chain and Procurement William G. Eline Vice President – Chief Information Officer John R. Greco Vice President and President – Instrumentation Group Thomas F. Healy Vice President and President – Climate & Industrial Controls Group William R. Hoelting Vice President – Tax Pamela J. Huggins Vice President and Treasurer Kurt A. Keller Vice President and President – Seal Group A. Ricardo Machado Vice President and President – Latin America Group M. Craig Maxwell Vice President – Technology and Innovation Thomas A. Piraino, Jr. Vice President, General Counsel and Secretary Peter Popoff Vice President and President – Filtration Group Charly Saulnier Vice President and President – Europe, Middle East and Africa Group Roger S. Sherrard Vice President and President – Automation Group Catherine A. Suever Vice President and Controller2010, and $338.9 million in fiscal year 2009.2010. These amounts include costs incurred by the Company related to independent research and development initiatives as well as costs incurred in connection with research and development contracts. Costs incurred in connection with research and development contracts and included in the total research and development costs reported above for each of the respective fiscal years 2012, 2011 and 2010 and 2009 were $43.7 million, $61.3 million, and $40.3 million, and $50.7 million, respectively.13-513-4 to 13-713-6 of Exhibit 13 to this Annual Report on Form 10-K, is incorporated into this section by reference. The Company’s backlog was $3.8 billion at June 30, 20112012 and was $3.1 billion at June 30, 2010.2011. Approximately 86%85% of the Company’s backlog at June 30, 20112012 is scheduled for delivery in the succeeding twelve months. The Company’s business is generally not seasonal in nature.- 9 -2011,2012, the Company iswas involved in environmental remediation at various United States and non-U.S. manufacturing facilities presently or formerly operated by the Company and hashad been named as a “potentially responsible party,” along with other companies, at off-site waste disposal facilities and regional sites.2011,2012, the Company had a reserve of $15.3$11.9 million for environmental matters which arethat were probable and reasonably estimable. This reserve iswas recorded based upon the best estimate of costs to be incurred in light of the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties.$15.3$11.9 million to a maximum of $72.1$71.5 million. The largest range of the estimated total liability for any one site is approximately $6.1 million. The actual costs to be incurred by the Company will be dependent on final determination of contamination and required remedial 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 in the United States and elsewhere. To date, the Company has not experienced any significant disruptions of its operations due to energy curtailments.58,40059,300 persons as of June 30, 2011,2012, of whom approximately 30,94031,180 were employed by foreign subsidiaries.- 10 -13-1613-13 to 13-1713-14 of Exhibit 13 to this Annual Report on Form 10-K, are incorporated into this section by reference.2011,2012, the Company completed threefour acquisitions as set forth on pages 13-2313-20 to 13-2413-21 of Exhibit 13 to this Annual Report on Form 10-K, which is incorporated into this section by reference.- 11 -or- 12 -- 13 -2010 and 44% in fiscal 2009.2010. In addition, many of the Company’s manufacturing operations and suppliers are located outside the United States. The Company expects net sales from non-U.S. markets to continue to represent a significant portion of its total net sales. The Company’s non-U.S. operations are subject to risks in addition to those facing its domestic operations, including:The Obama administration has proposed legislation that would change how U.S. multinational corporations are taxed on their non-U.S. income. If such legislation is enacted, the Company’s effective tax rate and, in turn, the Company’s profitability, could be materially impacted.- 14 -in the United States. Changes in or to regulationglobally. Regulation of greenhouse gas emissions and other climate changechanges concerns could subject the Company to additional costs and restrictions, including increased energy and raw material costs. While such regulation appears likely in the United States, untilUntil definitive regulations are adopted, the Company is not able to predict how such regulations would affect the Company’s business, operations or financial results.- 15 -isare dependent on changes in market interest rates and the value of plan assets, which are dependent on actual plan asset returns. Significant changes in market interest rates and decreases in the fair value of plan assets and investment losses on plan assets would increase funding requirements and expenses and may adversely impact the Company’s future results of operations.areas of August 15, 2012 were as follows: Officer
Since(1) Age as of
8/15/2011 Chairman of the Board, Chief Executive Officer and President 1997 61 Executive Vice President – Finance & Administration and Chief Financial Officer 2008 55 Lee C. Banks Executive Vice President and Operating Officer 2001 48 Robert P. Barker Executive Vice President, Operating Officer and President – Aerospace Group 2003 61 Daniel S. Serbin Executive Vice President – Human Resources 2005 57 - 16 - Officer
Since(1) Age as of
8/15/2011 2005 52 2000 53 2008 48 2006 56 2006 54 2002 55 2006 57 2006 51 2007 54 2003 57 2009 53 2006 63 2003 53 1998 62 2008 59 2008 63 2003 45 2010 52 Name Position Donald E. Washkewicz Chairman of the Board, Chief Executive Officer and President 1997 62 Jon P. Marten Executive Vice President – Finance & Administration and Chief Financial Officer 2008 56 Lee C. Banks Executive Vice President and Operating Officer 2001 49 Robert P. Barker Executive Vice President and Operating Officer 2003 62 Daniel S. Serbin Executive Vice President – Human Resources 2005 58 Thomas L. Williams Executive Vice President and Operating Officer 2005 53 Robert W. Bond Vice President and President – Fluid Connectors Group 2000 54 Yoon “Michael” Chung Vice President and President – Automation Group 2008 49 Jeffery A. Cullman Vice President and President – Hydraulics Group 2006 57 John G. Dedinsky, Jr. Vice President – Global Supply Chain and Procurement 2006 55 William G. Eline Vice President – Chief Information Officer 2002 56 John R. Greco Vice President and President – Instrumentation Group 2006 58 Thomas F. Healy Vice President and President – Climate & Industrial Controls Group 2006 52 William R. Hoelting Vice President – Tax 2007 55 Pamela J. Huggins Vice President and Treasurer 2003 58 Kurt A. Keller Vice President and President – Asia Pacific Group 2009 54 A. Ricardo Machado Vice President and President – Latin America Group 2006 64 M. Craig Maxwell Vice President – Technology and Innovation 2003 54 Thomas A. Piraino, Jr. Vice President, General Counsel and Secretary 1998 63 Peter Popoff Vice President and President – Filtration Group 2008 60 Andrew D. Ross Vice President and President – Seal Group 2012 45 Charly Saulnier Vice President and President – Europe, Middle East and Africa Group 2008 64 Roger S. Sherrard Vice President and President – Aerospace Group 2003 46 Catherine A. Suever Vice President and Controller 2010 53 (1) Officers of the Company are elected by the Board of Directors to serve for a term of one-yearone year or until their respective successors are elected, except in the case of death, resignation or removal. Messrs. Washkewicz, Bond, Cullman, Dedinsky, Eline, Greco, Healy, Hoelting, Machado, Maxwell, Piraino, and SherrardPiraino and Ms. Huggins have served in the executive capacities indicated above opposite their respective names during each of the past five years.
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Mr. Washkewicz has served as a Director of the Company since 2000. Mr. Washkewicz has been Chairman of the Board of Directors since October 2004, Chief Executive Officer since July 2001, and President since January 2007.
Nordson Corporation.
Mr. Barker has been an Executive Vice President since August 2008 and has been an Operating Officer since November 2006 and President of the Aerospace Group since March 2003. He was a Senior Vice President from November 2006 to August 2008 and Vice President from April 2003 to November 2006.
2008.
Mr. Greco has been a Vice President2012 and President of the Instrumentation Group since October 2006. He was Vice President and General Manager of the Global Parflex Division from August 2005 to October 2006.
Mr. Healy has been a Vice President since April 2006 and has been President of the Climate & Industrial Controls Group since July 2006.
Mr. Hoelting has been Vice President – Tax since February 2007.August 2009. He was Vice President – Taxation from January 1998 to February 2007.
Mr. Keller has been Vice President and President of the Seal Group sincefrom August 2009. He was2009 to July 2012 and Vice President of Operations of the Seal Group from July 2005 to August 2009.
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2008.
Type of Facility | ||||||||||||
Manufacturing Plants | Distribution Centers | Sales and Administrative Offices | ||||||||||
Industrial | 259 | 96 | 139 | |||||||||
Aerospace | 24 | 2 | 12 | |||||||||
Climate & Industrial Controls | 28 | 4 | 34 | |||||||||
Total | 311 | 102 | 185 |
Geographic Location | ||||||||||||||||
North America | Europe | Asia-Pacific | Latin America | |||||||||||||
Industrial | 215 | 161 | 91 | 27 | ||||||||||||
Aerospace | 29 | 4 | 4 | 1 | ||||||||||||
Climate & Industrial Controls | 54 | 7 | 4 | 1 | ||||||||||||
Total | 298 | 172 | 99 | 29 |
Type of Facility | ||||||||
Manufacturing Plants | Distribution Centers | Sales and Administrative Offices | ||||||
Industrial | 261 | 97 | 131 | |||||
Aerospace | 24 | 2 | 13 | |||||
Climate & Industrial Controls | 27 | 4 | 17 | |||||
Total | 312 | 103 | 161 |
Geographic Location | |||||||||||
North America | Europe | Asia-Pacific | Latin America | ||||||||
Industrial | 216 | 150 | 94 | 29 | |||||||
Aerospace | 29 | 5 | 4 | 1 | |||||||
Climate & Industrial Controls | 36 | 7 | 4 | 1 | |||||||
Total | 281 | 162 | 102 | 31 |
- 19 -
Not applicable.
Period April 1, 2011 through April 30, 2011 May 1, 2011 through May 31, 2011 June 1, 2011 through June 30, 2011 Total: Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders(3) Total ITEM 13.Certain Relationships and Related Transactions, and Director Independence. The information set forth under the captions “Certain Relationships and Related /s/ Jon P. Marten 24, 2012 Data incorporated by reference from Exhibit 13: Management’s Report on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statement of Income for the years ended June 30, 2012, 2011 Consolidated Statement of Cash Flows for the years ended June 30, 2012, 2011 Consolidated Statement of Equity for the years ended June 30, 2012, 2011 Notes to Consolidated Financial Statements 2012 Column A Description Allowance for doubtful accounts: Year ended June 30, 2009 Year ended June 30, 2010 Year ended June 30, 2011 Deferred tax asset valuation allowance: Year ended June 30, 2009 Year ended June 30, 2010 Year ended June 30, 2011(a) 13-4313-40 of Exhibit 13 to this Annual Report on Form 10-K, is incorporated into this section by reference. As of July 29, 2011,31, 2012, the number of shareholders of record of the Company was 4,333.4,234.(b) (c) (a) Total
Number
of Shares
Purchased (b) Average
Price Paid
Per Share (c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1) (d) Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans or
Programs 66,300 $ 95.04 66,300 8,446,519 1,552,672 $ 86.52 1,552,672 6,893,847 5,680,451 $ 87.33 5,680,451 1,213,396 7,299,423 $ 87.23 7,299,423 1,213,396 ISSUER PURCHASES OF EQUITY SECURITIES Period April 1, 2012 through April 30, 2012 75,700 $ 83.55 75,700 15,924,300 May 1, 2012 through May 31, 2012 276,138 (2) $ 82.17 272,127 15,652,173 June 1, 2012 through June 30, 2012 1,197,466 $ 79.09 1,197,466 14,454,707 Total: 1,549,304 $ 79.85 1,545,293 14,454,707 (1) On August 16, 1990, the Company publicly announced that its Board of Directors authorized the repurchase by the Company of up to 3.03 million shares of its common stock. From time to time thereafter, the Board of Directors has adjusted the number of shares authorized for repurchase under this program. On January 28, 2009, the Finance Committee of the Board of Directors of the Company approved an increase in theoverall maximum number of shares authorized for repurchase under this program so that, beginningand imposed an additional limitation on such date, the aggregate number of shares authorized for repurchase was equal to 10.0 million. Subject toin any single fiscal year. In particular, on April 19, 2012, the Board of Directors temporarily modified this overall limitation, eachprogram such that, for the fiscal year 2012 fourth quarter only, the Company isoverall maximum number of shares authorized for repurchase under this program was increased to 16 million, exclusive of any shares previously repurchased under this program during fiscal year 2012 and the fiscal year limitation was eliminated. On July 1, 2012, the overall maximum number of shares authorized for repurchase under this program reverted back to the authorization in place prior to April 19, 2012, which was an amountoverall maximum number of common15 million shares equal(originally approved by the Board of Directors on August 3, 2011), less any shares repurchased under this program between August 3, 2011 and April 19, 2012 and subject to the fiscal year limitations of the greater of 7.5 million shares or five percent of the shares outstanding as of the end of the prior fiscal year. There is no expiration date for this program.(2) Includes 4,011 shares surrendered to the Company by an executive officer to satisfy tax withholding obligations on restricted stock issued under the Company's Long-Term Incentive Awards. 13-4613-43 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference. 13-14 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.- 21 -ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk.The information set forth on page 13-11 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.87A.Financial StatementsQuantitative and Supplementary DataQualitative Disclosures About Market Risk.The information set forth on pages 13-15 to 13-43page 13-9 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.2011.2012. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of fiscal year 2011,2012, the Company’s disclosure controls and procedures were effective.13-4413-41 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference. The Report of Independent Registered Public Accounting Firm set forth on page 13-4513-42 of Exhibit 13 to this Annual Report on Form 10-K is incorporated into this section by reference.20112012 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.20112012 Annual Meeting of Shareholders, to be held October 26, 201124, 2012 (the “2011“2012 Proxy Statement”), and is incorporated herein by reference. Information with respect to the executive officers of the Company is included in Part I, Item 1C hereof under the caption “Executive Officers of the Registrant”.The information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2011 Proxy Statement is incorporated herein by reference.- 22 -20112012 Proxy Statement is incorporated herein by reference.20112012 Proxy Statement is incorporated herein by reference.caption “Principal Shareholders”captions "Principal Shareholders" and "Equity Compensation Plan Information" in the 20112012 Proxy Statement is incorporated herein by reference.Equity Compensation Plan Information. The following table sets forth certain information regarding the Company’s equity compensation plans as of June 30, 2011, unless otherwise indicated. Column (a) Column (b) Column (c) Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) 15,075,452 (1) $ 52.71 8,880,837 (2) 26,253 $ 41.57 0 15,101,705 $ 52.79 8,880,837 (1)Includes 243,266 shares, which consists of the actual payouts of restricted stock under the FY2009-10-11 LTIP Awards (which payout was made after June 30, 2011) and the maximum future payouts of common stock that may be issued under the FY2010-11-12, CY2010-11-12 and CY2011-12-13 LTIP Awards. For the FY2010-11-12 and CY2010-11-12 LTIP Awards, payouts will be determined by comparing our results during the three-year performance period to the performance of a group of our peers during their three most recent fiscal years for the following weighted performance measures: (a) revenue growth (20% weight); (b) growth in fully-diluted earnings per share from continuing operations (40% weight); and (c) average return on invested capital from continuing operations (40% weight). For the CY2011-12-13 LTIP Awards, payouts will be determined based on the Company achieving an average return on average equity of 4% or an average free cash flow margin of 4%. If these performance measures are achieved, the participants will be eligible to receive the maximum payout of 200%. The Human Resources and Compensation Committee will then compare the Company’s performance to that of a group of our peers and, if appropriate, apply its discretion to reduce the final payouts based on any performance measures that the Committee determines to be appropriate. Also includes 62,166 phantom shares held in an account pursuant to the Stock Option Deferral Plan (which plan has not been approved by shareholders). The phantom shares resulted from exercises of stock options granted under the 1990- 23 -Employees Stock Option Plan, which was approved by the shareholders. No further deferral elections may be made under the Stock Option Deferral Plan.(2)The maximum number of shares of our common stock that may be issued under the 2009 Omnibus Stock Incentive Plan is 5.5 million. The maximum number of securities that may be issued under the 2003 Stock Incentive Plan is equal to the sum of (i) 13.5 million; plus (ii) the amount of any shares that are not delivered to an employee by reason of (A) the expiration, termination, cancellation or forfeiture of an award under the 1993 Stock Incentive Program; and (B) the tendering or withholding of shares to satisfy all or a portion of the exercise price or tax withholding obligations relating to shares issued or distributed under an award under the 1993 Stock Incentive Program. The maximum number of shares that may be issued under the 2003 Stock Incentive Plan as restricted stock is limited to 7.5 million shares. The maximum number of shares that may be issued under the 2004 Non-Employee Directors’ Stock Incentive Plan is 375,000. The maximum number of shares that may be issued under the Non-Employee Directors’ Stock Plan, as amended and restated, is 345,000, all of which are granted as common stock, subject to such conditions or restrictions as the Human Resources and Compensation Committee may determine.(3)The 1996 Non-Employee Directors Stock Option Plan provides for the issuance of up to 562,500 shares of our common stock pursuant to stock options granted to our Directors who are not current or retired employees. Each option was granted at an exercise price equal to 100% of the fair market value of our common stock on the date the options were granted. Grants have a ten-year term and vest 50% following one year of continued service and the remaining 50% following the second year of continued service from the date granted. No further options will be granted under the 1996 Non-Employee Directors Stock Option PlanTransactions”,Transactions,” “Review and Approval of Transactions with Related Persons”, and “Director Independence” in the 20112012 Proxy Statement is incorporated herein by reference.20112012 Proxy Statement is incorporated herein by reference.a. The following are filed as part of this report: 1. Financial Statements and Schedule 2. Exhibits 2417 -PARKER-HANNIFIN CORPORATION By: Jon P. Marten Executive Vice President - Finance & Administration and Chief Financial Officer 26, 2011MARKOS I. TAMBAKERAS, Director; and JAMES L. WAINSCOTT, Director.26, 201124, 2012/s/ Jon P. Marten 2518 - Reference — 13 - 4441— 13 - 45422010 and 2009— 13 - 12 Consolidated Balance Sheet at June 30, 2012 and 2011 — 13 - 15 Consolidated Balance Sheet at June 30, 2011 and 2010 — 13 - 182010 and 20092010 — 13 - 19162010 and 20092010 — 13 - 2017— 13 - 2118 to 13 - 4340Schedule: Schedule: II - Valuation and Qualifying Accounts F-220 — F-12009, 2010, 2011 and 2011 Column B Column C Column D Column E Balance at
Beginning
Of Period Additions
Charged to
Costs and
Expenses Other
(Deductions)/
Additions (A) Balance
At End
Of Period $ 16,843 $ 9,157 $ (6,185 ) $ 19,815 $ 19,815 $ 1,871 $ (6,985 ) $ 14,701 $ 14,701 $ 7,520 $ (11,749 ) $ 10,472 $ 78,631 $ 34,122 $ 130 $ 112,883 $ 112,883 $ 22,970 $ (43,054 ) $ 92,799 $ 92,799 $ 102,472 $ (2,367 ) $ 192,904 Column A Column B Column C Column D Column E Description Allowance for doubtful accounts: Year ended June 30, 2010 $ 19,815 $ 1,871 $ (6,985 ) $ 14,701 Year ended June 30, 2011 $ 14,701 $ 7,520 $ (11,749 ) $ 10,472 Year ended June 30, 2012 $ 10,472 $ 10,239 $ (10,193 ) $ 10,518 Deferred tax asset valuation allowance: Year ended June 30, 2010 $ 112,883 $ 22,970 $ (43,054 ) $ 92,799 Year ended June 30, 2011 $ 92,799 $ 102,472 $ (2,367 ) $ 192,904 Year ended June 30, 2012 $ 192,904 $ 10,600 $ (27,425 ) $ 176,079 (A) For allowance for doubtful accounts, net balance is comprised of deductions due to uncollectible accounts charged off, and additions due to acquisitions or recoveries.recoveries, and currency translation adjustments. For deferred tax asset valuation allowance, the balance primarily represents adjustments due to acquisitions and net operating losses.
F-2
Exhibit No. | Description of Exhibit | |
Articles of Incorporation and By-Laws: | ||
(3)(a) | Amended Articles of Incorporation incorporated by reference to Exhibit 3 to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 1997 (Commission File No. 1-4982). | |
(3)(b) | Code of Regulations, as amended, incorporated by reference to Exhibit 3(ii) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2007 (Commission File No. 1-4982). | |
Instruments Defining Rights of Security Holders: | ||
(4)(a) | Shareholder Protection Rights Agreement, dated as of February 8, 2007, between the Registrant and Wells Fargo Bank, N.A. (as successor to National City Bank), as Rights Agent, incorporated by reference to Exhibit 1 to the Registrant’s Form 8-A filed on February 8, 2007 (Commission File No. 1-4982). | |
(4)(b) | First Amendment to Shareholder Protection Rights Agreement, dated as of July 6, 2009, between the Registrant and Wells Fargo Bank, N.A. (as successor to National City Bank), as Rights Agent, incorporated by reference to Exhibit 4(a) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2009 (Commission File No. 1-4982). | |
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 9 of the Notes to Consolidated Financial Statements on | ||
Material Contracts: | ||
(10)(a) | Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance Agreement entered into by the Registrant and executive officers incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10)(b) | Parker-Hannifin Corporation Amended and Restated Change in Control Severance Plan incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10)(c) | Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2003 (Commission File No. 1-4982). |
(10)(d) | Description of the Parker-Hannifin Corporation Officer Life Insurance Plan incorporated by reference to Exhibit 10(h) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2005 (Commission File No. 1-4982). | |
(10)(e) | Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982). | |
(10)(f) | Amendment to Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program, effective April 15, 2010, incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed with the Commission on April 21, 2010 (Commission File No. 1-4982). | |
(10)(g) | Amendment to Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program, effective January 27, 2011, incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 2011 (Commission File No. 1-4982). | |
(10)(h) | Form of Notice of Change to Long Term Disability Benefit and Tax Election Form for certain executive officers incorporated by reference to Exhibit 10(j) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2007 (Commission File No. 1-4982). | |
(10)(i) | Parker-Hannifin Corporation Amended and Restated 1993 Stock Incentive Program incorporated by reference to Exhibit 10(i) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2009 (Commission File No. 1-4982). | |
(10)(j) | Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
(10)(k) | Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive Plan incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
(10)(l) | Parker-Hannifin Corporation Amended and Restated 2005 Performance Bonus Plan incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, | |
(10)(m) | Parker-Hannifin Corporation 2010 Performance Bonus Plan incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed with the Commission on September 27, 2010 (Commission File No. 1-4982). | |
(10)(n) | Form of 2007 Notice of Grant of Stock Options with Tandem Stock Appreciation Rights for executive officers incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed with the Commission on August 22, 2006 (Commission File No. 1-4982). |
(10)(o) | Form of 2008 Notice of Grant of Stock Options with Tandem Stock Appreciation Rights for executive officers incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K/A filed with the Commission on September 5, 2007 (Commission File No. 1-4982). | |
(10)(p) | Form of 2009 Notice of Stock Options Award with Tandem Stock Appreciation Rights for executive officers incorporated by reference to Exhibit 10(d) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10)(q) | Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for executive officers incorporated by reference to Exhibit 10(d) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982). | |
(10)(r) | Form of FY2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed with the Commission on August 17, 2010 (Commission File No. 1-4982). | |
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(10)(s) | FY2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed with the Commission on August 17, 2010 (Commission File No. 1-4982). | |
(10)(t) | Form of | |
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(10)(u) | Parker-Hannifin Corporation | |
(10)(v) | Parker-Hannifin Corporation Target Incentive Plan incorporated by reference to Exhibit 10(d) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
(10)(w) | Parker-Hannifin Corporation Target Incentive Plan Subject to Performance Bonus Plan incorporated by reference to Exhibit 10(e) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
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(10) | Form of Notice of 2009-10-11 Long Term Incentive Award Under the Parker-Hannifin Corporation Performance Bonus Plan incorporated by reference to Exhibit 10(f) to the |
(10) | Form of Notice of FY2010-11-12 Long Term Incentive Performance Award Under the Parker-Hannifin Corporation Performance Bonus Plan incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2009 (Commission File No. 1-4982). | |
(10) | Form of Notice of CY2010-11-12 Long Term Incentive Performance Award Under the Parker-Hannifin Corporation Performance Bonus Plan incorporated by reference to Exhibit 10(w) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2010 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan incorporated by reference to Exhibit | |
(10) | Form of Parker-Hannifin Corporation Long-Term Incentive Performance Award Under the Performance Bonus Plan incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed with the Commission on February 1, 2011 (Commission File No. 1-4982). | |
(10) | Terms and Conditions of Restricted Stock Issued as a Payout Under the LTI Plan incorporated by reference to Exhibit 10(i) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
(10) | Form of Notice of RONA Bonus Award Under the Parker-Hannifin Corporation Performance Bonus Plan incorporated by reference to Exhibit 10(h) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation RONA Plan Subject to Performance Bonus Plan incorporated by reference to Exhibit 10(f) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Summary of RONA Bonus Awards in Lieu of Certain Executive Perquisites incorporated by reference to Exhibit 10(h) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan incorporated by reference to Exhibit 10(i) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan incorporated by reference to Exhibit 10(j) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). |
(10) | Amendment to Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan, effective January 1, 2010, incorporated by reference to Exhibit 10(bb) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2010 (Commission File No. 1-4982). | |
(10) | Amendment to Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan, effective January 27, 2011, incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarterly period ended March 31, 2011 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan incorporated by reference to Exhibit 10(k) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Volume Incentive Plan incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed with the Commission on August 18, 2009 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Claw-back Policy incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed with the Commission on August 18, 2009 (Commission File No. 1-4982). | |
(10) | Amended and Restated Parker-Hannifin Corporation Non-Employee Directors’ Stock Plan incorporated by reference to Exhibit 10(x) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2004 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Non-Employee Directors Stock Option Plan incorporated by reference to Exhibit 10(w) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2001 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Amended and Restated 2004 Non-Employee Directors’ Stock Incentive Plan incorporated by reference to Exhibit 10(aa) to the Registrant’s Report on Form 10-K for the fiscal year ended June 30, 2009 (Commission File No. 1-4982). | |
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(10) | Form of 2009 Notice of Issuance of Restricted Stock for Non-Employee Directors incorporated by reference to Exhibit 10(l) to the Registrant’s Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). | |
(10) | Form of |
| 2011 Parker-Hannifin Corporation Non-Employee Directors’ Restricted Stock Award Agreement incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2010 (Commission File No. 1-4982). | |
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(10)(ss) | 2011 Parker-Hannifin Corporation Non-Employee Directors’ Restricted Stock Terms and Conditions incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2010 (Commission File No. 1-4982). | |
(10)(tt) | Form of Parker-Hannifin Corporation Non-Employee Directors’ Restricted Stock Award Agreement incorporated by reference to Exhibit 10(a) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2011 (Commission File No. 1-4982). | |
(10) | Parker-Hannifin Corporation Non-Employee Directors’ Restricted Stock Award Terms and Conditions incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2011 (Commission File No. 1-4982). | |
(10)(vv) | Amended and Restated Deferred Compensation Plan for Directors of Parker-Hannifin Corporation incorporated by reference to Exhibit | |
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(10) | Summary of the Compensation of the Non-Employee Members of the Board of Directors, effective October 1, 2010, incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-Q for the quarterly period ended December 31, 2010 (Commission File No. 1-4982). | |
(11) | Computation of Common Shares Outstanding and Earnings Per Share is incorporated by reference to Note 5 of the Notes to Consolidated Financial Statements on page | |
(12) | Computation of Ratio of Earnings to Fixed Charges as of June 30, | |
(13) | Excerpts from Annual Report to Shareholders for the fiscal year ended June 30, | |
(21) | List of subsidiaries of the Registrant.* | |
(23) | Consent of Independent Registered Public Accounting Firm.* | |
(24) | Power of Attorney.* | |
(31) | Certification of the Principal Executive Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* | |
(31) | Certification of the Principal Financial Officer Pursuant to 17 CFR 240.13a-14(a), as Adopted Pursuant to §302 of the Sarbanes-Oxley Act of 2002.* | |
(32) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.* | |
101.INS | XBRL Instance Document.* |
101.SCH | XBRL Taxonomy Extension Schema Document.* | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.* |
* | Submitted electronically herewith. |
Statements.2010 and 2009,2010, (ii) Consolidated Balance Sheet at June 30, 20112012 and 2010,2011, (iii) Consolidated Statement of Cash Flows for the years ended June 30, 2012, 2011 2010 and 2009,2010, (iv) Consolidated Statement of Equity for the years ended June 30, 2012, 2011 2010 and 2009,2010, and (v) Notes to Consolidated Financial Statements for the year ended June 30, 2011.