PH 10-K Annual Report June 30, 2019 | Alphaminr

PH 10-K Fiscal year ended June 30, 2019

PARKER HANNIFIN CORP
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff Comments. NoneItem 1C. Information About Our Executive OfficersItem 3. Legal Proceedings. NoneItem 4. Mine Safety Disclosures. Not ApplicablePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. NoneItem 9B. Other Information. NonePart IIIPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

(2)(a) Agreement and Plan of Merger among Parker-Hannifin Corporation, CLARCOR, Inc. and Parker Eagle Corporationdated as of December 1, 2016, incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K filed with the SEC on December 1, 2016 (Commission File No. 1-4982). + (2)(b) Agreement and Plan of Merger among Parker-Hannifin Corporation, Erie Merger Sub, Inc., LORD Corporation and Shareholder Representative Services LLC as the shareholders' representative, dated as of April 26, 2019, incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K filed with the SEC on April 29, 2019 (Commission File No. 1-4982).+ (2)(c) Share Purchase Agreement, among Parker-Hannifin Corporation, EMFCO Holdings Incorporated, the shareholders of the Company, and Fortis Advisors LLC, as the Sellers' representative, dated as of July 26, 2019, incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K filed with the SEC on July 29, 2019 (Commission File No. 1-4982).+ (3)(a) Amended Articles of Incorporation,incorporated by reference to Exhibit 3(a) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982). (3)(b) Regulations, Amended and Restated as of January 24, 2019, incorporated by reference to Exhibit 3(a) to Registrants Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982). (4)(a) Description of Parker-Hannifin's Securities.* (10)(a) Form of Parker-Hannifin Corporation Amended and Restated Change in Control Severance Agreemententered into by Registrant and its executive officers, incorporated by reference to Exhibit 10(a) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). (10)(b) Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers elected after September 1, 2015 at or above Grade 29, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982). (10)(c) Form of Parker-Hannifin Corporation Change in Control Severance Agreement for Executive Officers dated after September 1, 2015 below Grade 29, incorporated by reference to Exhibit 10(d) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982). (10)(d) Parker-Hannifin Corporation Amended and Restated Change in Control Severance Plan, incorporated by reference to Exhibit 10(b) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). (10)(e) Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers, incorporated by reference to Exhibit 10(c) to Registrants Report on Form 10-K for the fiscal year ended June 30, 2003 (Commission File No. 1-4982). (10)(f) Description of the Parker-Hannifin Corporation Officer Life Insurance Plan, incorporated by reference to Exhibit 10(h) to Registrants Report on Form 10-K for the fiscal year ended June30, 2005 (Commission File No. 1-4982). (10)(g) Parker-Hannifin Corporation Amended and Restated Supplemental Executive Retirement Benefits Program, effective July 1, 2014, incorporated by reference to Exhibit 10(a) to Registrants Report on Form 10-Q for the quarterly period ended March 31, 2016 (Commission File No. 1-4982). (10)(h) Parker-Hannifin Corporation Amended and Restated Defined Contribution Supplemental Executive Retirement Program, effective January 22, 2015, incorporated by reference to Exhibit 10(c) to Registrants Report on Form 10-Q for the quarterly period ended December 31, 2015 (Commission File No. 1-4982). (10)(i) Summary of the Parker-Hannifin Corporation Executive Disability Insurance Plan, incorporated by reference to Exhibit 10(j) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission FileNo. 1-4982). (10)(j) Parker-Hannifin Corporation Amended and Restated 2003 Stock Incentive Plan,incorporated by reference to Exhibit 10(b) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission FileNo. 1-4982). (10)(k) Parker-Hannifin Corporation Amended and Restated 2009 Omnibus Stock Incentive Plan, incorporated by reference to Appendix A to Registrants Definitive Proxy Statement filed with the Commission on September 24, 2012 (Commission File No. 1-4982). (10)(l) Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan,incorporated by reference to Annex B to Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 2016 (Commission File No. 1-4982). (10)(m) Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan,effective April 1, 2017, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended March 31, 2017 (Commission File No. 1-4982). (10)(n) Parker-Hannifin Corporation 2015 Performance Bonus Planincorporated by reference to Appendix B to Registrants Definitive Proxy Statement filed with the Commission on September 28, 2015 (Commission File No. 1-4982). (10)(o) Form of 2010 Notice of Stock Options with Tandem Stock Appreciation Rights for Executive Officers, incorporated by reference to Exhibit 10(d) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982). (10)(p) Form of 2011 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement for executive officers, incorporated by reference to Exhibit 10.2 to Registrants Report on Form 8-K filed with the SEC on August 17, 2010 (Commission File No. 1-4982). (10)(q) 2011 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions for executive officers, incorporated by reference to Exhibit 10.1 to Registrants Report on Form 8-K filed with the SEC on August 17, 2010 (Commission File No. 1-4982). (10)(r) Form of Parker-Hannifin Corporation Stock Appreciation Rights Award Agreementfor executive officers, incorporated by reference to Exhibit 10(a) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2011 (Commission File No. 1-4982). (10)(s) Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditionsfor executive officers, incorporated by reference to Exhibit 10(b) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2011 (Commission File No. 1-4982). (10)(t) Form of 2018 Parker-Hannifin Corporation Stock Appreciation Rights Award Agreement, incorporated by reference to Exhibit 10(d) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982). (10)(u) 2018 Parker-Hannifin Corporation Stock Appreciation Rights Terms and Conditions, incorporated by reference to Exhibit 10(e) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982) (10)(v) Parker-Hannifin Corporation Target Incentive Plan, incorporated by reference to Exhibit 10(d) to Registrants 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 Registrants Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). (10)(x) Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan, as amended and restated,effective January 20, 2016, incorporated by reference to Exhibit 10(aa) to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission file No. 1-4982). (10)(y) Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan (as Amended and Restated), incorporated by reference to Exhibit 10(bb) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission file No. 1-4982). (10)(z) Form of Notice of Award under the Parker-Hannifin Corporation Long-Term Incentive Plan Under the Performance Bonus Plan (as Amended and Restated), effective as of January 23, 2019, incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission file No. 1-4982). (10)(aa) Parker-Hannifin Corporation Long-Term Incentive Performance Plan Under the Performance Bonus Plan (as Amended and Restated), effective as of January 23, 2019, incorporated by reference to Exhibit 10(g) to the Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982). (10)(bb) Parker-Hannifin Corporation Restricted Stock Unit Award Agreement dated August 17, 2016 for Lee C. Banks,incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982). (10)(cc) Parker-Hannifin Corporation Restricted Stock Unit Terms and Conditions for Lee C. Banks,incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982). (10)(dd) Form of Parker-Hannifin Corporation Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10(a) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission file No. 1-4982). (10)(ee) Form of Parker-Hannifin Corporation Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982). (10)(ff) Form of Parker-Hannifin Corporation Restricted Stock Unit Terms and Conditions for Awards Granted, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2018 (Commission File No. 1-4982). (10)(gg) Form of 2018 Parker-Hannifin Corporation Restricted Stock Unit Award Agreement to Certain Executive Officers, incorporated by reference to Exhibit 10(b) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2018 (Commission File No. 1-4982). (10)(hh) Parker-Hannifin Corporation 2018 Restricted Stock Unit Terms and Conditions for Certain Executive Officers, incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2018 (Commission File No. 1-4982). (10)(ii) Parker-Hannifin Corporation Profitable Growth Incentive Plan,incorporated by reference to Exhibit 10(c) to Registrant's Report on Form 10-Q for the quarterly period ended September 30, 2014 (Commission File No. 1-4982). (10)(jj) Form of Notice of RONA Bonus Award Under the Parker-Hannifin Corporation Performance Bonus Plan,incorporated by reference to Exhibit 10(h) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No. 1-4982). (10)(kk) Parker-Hannifin Corporation RONA Plan Subject to Performance Bonus Plan, incorporated by reference to Exhibit10(f) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2010 (Commission File No. 1-4982). (10)(ll) Parker-Hannifin Corporation Summary of RONA Bonus Awards in Lieu of Certain Executive Perquisites,incorporated by reference to Exhibit 10(h) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2008 (Commission File No. 1-4982). (10)(mm) Parker-Hannifin Corporation amended and restated Savings Restoration Plan,as of September 1, 2004, incorporated by reference to Exhibit 10(t) to Registrants Report on Form 10-K for the fiscal year ended June 30, 2004 (Commission File No. 1-4982). (10)(nn) Parker-Hannifin Corporation Amended and Restated Savings Restoration Plan, effective January 1, 2016, incorporated by reference to Exhibit 10(d) to Registrants Report on Form 10-Q for the quarterly period ended December 31, 2016 (Commission File No. 1-4982). (10)(oo) Parker-Hannifin Corporation Amended and Restated Pension Restoration Plan,effective July 1, 2016, incorporated by reference to Exhibit 10(mm) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982). (10)(pp) Parker-Hannifin Corporation amended and restated Executive Deferral Plan, as of September 1, 2004, incorporated by reference to Exhibit10(v) to Registrants Report on Form 10-K for the fiscal year ended June 30, 2004 (Commission File No. 1-4982). (10)(qq) Parker-Hannifin Corporation Amended and Restated Executive Deferral Plan,effective September 2, 2015, incorporated by reference to Exhibit 10(pp) to Registrant's Report on Form 10-K for the fiscal year ended June 30, 2016 (Commission File No. 1-4982). (10)(rr) Parker-Hannifin Corporation Global Employee Stock Purchase Plan,incorporated by reference to Appendix A to Registrant's Definitive Proxy Statement filed with the SEC on September 22, 2014 (Commission File No. 1-4982). (10)(ss) Parker-Hannifin Corporation Claw-back Policy,incorporated by reference to Exhibit 10.2 to Registrants Report on Form 8-K filed with the SEC on August 18, 2009 (Commission File No. 1-4982). (10)(tt) Amended and Restated Deferred Compensation Plan for Directors of Parker-Hannifin Corporation, effective January 22, 2015, incorporated by reference to Exhibit 10(i) to Registrant's Report on Form 10-Q for the quarterly period ended December 31, 2015 (Commission File No. 1-4982). (10)(uu) Summary of the Compensation of the Non-Employee Members of the Board of Directors, effective October 24, 2018, incorporated by reference to Exhibit 10(a) to Registrants Report on Form 10-Q for the quarterly period ended September 30, 2018 (Commission File No. 1-4982). (10)(vv) Credit Agreement among Parker-Hannifin Corporation, the lenders party thereto and KeyBank National Association, as Administrative Agent, dated as of May 22, 2019, incorporated by reference to Exhibit 10.1 to Registrant's Report on Form 8-K filed with the SEC on May 24, 2019 (Commission File No. 1-4982). (21) List of subsidiaries of Registrant.* (23) Consent of Independent Registered Public Accounting Firm.* (24) Power of Attorney.* (31)(a) 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)(b) 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.*