PARKER HANNIFIN CORP
10-Q, 2000-11-01
MISCELLANEOUS FABRICATED METAL PRODUCTS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

                                       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                                    (IRS Employer
        jurisdiction of                                   Identification No.)
        incorporation)


         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 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, and (2) has been subject to such filing requirements
for the past 90 days.

                   Yes  X           No    .
                       ---             ---

Number of Common Shares outstanding at September 30, 2000      116,451,517


<PAGE>   2


                         PART I - FINANCIAL INFORMATION

                           PARKER-HANNIFIN CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                           September 30,
                                                                       -------------------------------------------------------
                                                                                 2000                            1999
                                                                       -------------------------         ---------------------

<S>                                                                    <C>                               <C>
Net sales                                                              $              1,477,366          $          1,242,293
Cost of sales                                                                         1,151,264                       976,621
                                                                       -------------------------         ---------------------
Gross profit                                                                            326,102                       265,672
Selling, general and administrative expenses                                            162,441                       138,148
Interest expense                                                                         21,168                        14,543
Interest and other (income) expense, net                                                (51,377)                          624
                                                                       -------------------------         ---------------------
Income before income taxes                                                              193,870                       112,357
Income taxes                                                                             68,824                        38,763
                                                                       -------------------------         ---------------------
Net income                                                             $                125,046          $             73,594
                                                                       =========================         =====================

Earnings per share - basic                                             $                   1.10          $                .67

Earnings per share - diluted                                           $                   1.09          $                .67
Cash dividends per common share                                        $                    .17          $                .17
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      -2-
<PAGE>   3


                          PARKER-HANNIFIN CORPORATION
                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  September 30,            June 30,
                                                                                       2000                  2000
     ASSETS                                                                      -----------------     ------------------
----------------

<S>                                                                              <C>                   <C>
Current assets:
  Cash and cash equivalents                                                      $         55,190      $          68,460
  Accounts receivable, net                                                                953,904                840,040
  Inventories:
    Finished products                                                                     525,921                483,017
    Work in process                                                                       344,213                344,804
    Raw materials                                                                         157,079                146,375
                                                                                 -----------------     ------------------
                                                                                        1,027,213                974,196
  Prepaid expenses                                                                         34,741                 32,706
  Deferred income taxes                                                                    86,754                 73,711
  Net assets held for sale                                                                241,667                164,000
                                                                                 -----------------     ------------------
      Total current assets                                                              2,399,469              2,153,113

Plant and equipment                                                                     2,821,583              2,714,250
  Less accumulated depreciation                                                         1,385,941              1,373,335
                                                                                 -----------------     ------------------
                                                                                        1,435,642              1,340,915
Excess cost of investments over net assets acquired                                       862,892                570,740
Other assets                                                                              631,723                581,531
                                                                                 -----------------     ------------------
      Total assets                                                               $      5,329,726      $       4,646,299
                                                                                 =================     ==================

       LIABILITIES
--------------------

Current liabilities:

  Notes payable                                                                  $        596,109      $         335,298
  Accounts payable, trade                                                                 360,787                372,666
  Accrued liabilities                                                                     419,789                394,131
  Accrued domestic and foreign taxes                                                      109,832                 84,208
                                                                                 -----------------     ------------------
      Total current liabilities                                                         1,486,517              1,186,303
Long-term debt                                                                            953,434                701,762
Pensions and other postretirement benefits                                                303,909                299,741
Deferred income taxes                                                                     111,401                 77,939
Other liabilities                                                                          80,295                 71,096
                                                                                 -----------------     ------------------
      Total liabilities                                                                 2,935,556              2,336,841

    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 116,601,904 shares at
   September 30 and 116,602,195 shares at June 30                                          58,301                 58,301
Additional capital                                                                        327,099                328,938
Retained earnings                                                                       2,271,311              2,165,625
Unearned compensation related to guarantee of ESOP debt                                  (104,198)              (110,818)
Deferred compensation related to stock options                                              2,347                  1,304
Accumulated other comprehensive (loss)                                                   (154,776)              (125,458)
                                                                                 -----------------     ------------------
                                                                                        2,400,084              2,317,892
Less treasury shares, at cost:
  150,387 shares at September 30
  and 214,487 shares at June 30                                                            (5,914)                (8,434)
                                                                                 -----------------     ------------------
      Total shareholders' equity                                                        2,394,170              2,309,458
                                                                                 -----------------     ------------------
      Total liabilities and shareholders' equity                                 $      5,329,726      $       4,646,299
                                                                                 =================     ==================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>   4


                           PARKER-HANNIFIN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                                  September 30,
                                                                                      --------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                                      2000                    1999
------------------------------------                                                  --------------         ---------------
<S>                                                                                        <C>                     <C>
Net income                                                                                 $125,046                $ 73,594
  Adjustments to reconcile net income to net cash
        provided by operations:
     Depreciation                                                                            51,415                  43,368
     Amortization                                                                            16,017                   9,835
     Deferred income taxes                                                                   22,557                  (2,129)
     Foreign currency transaction loss                                                          524                   2,846
     (Gain) on sale of plant and equipment                                                  (58,231)                 (6,832)
  Changes in assets and liabilities:
      Accounts receivable                                                                   (64,532)                  5,081
      Inventories                                                                           (23,922)                  1,892
      Prepaid expenses                                                                        7,967                   2,175
      Net assets held for sale                                                                6,973                    --
      Other assets                                                                          (28,369)                  4,170
      Accounts payable, trade                                                               (35,989)                (26,411)
      Accrued payrolls and other compensation                                               (49,930)                (33,047)
      Accrued domestic and foreign taxes                                                     34,922                  30,836
      Other accrued liabilities                                                                 287                   7,574
      Pensions and other postretirement benefits                                              7,910                   1,669
      Other liabilities                                                                       7,319                   3,165
                                                                                      --------------         ---------------
           Net cash provided by operating activities                                         19,964                 117,786

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
  Acquisitions (less acquired cash of $5,240 in 2000)                                      (485,923)                 (3,007)
  Capital expenditures                                                                      (66,083)                (50,124)
  Proceeds from sale of plant and equipment                                                  67,486                  17,825
  Other                                                                                       4,472                 (29,805)
                                                                                      --------------         ---------------
           Net cash used in investing activities                                           (480,048)                (65,111)

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
  Net proceeds from common share activity                                                     1,725                   1,871
  Proceeds from (payments of) notes payable, net                                            261,261                  (3,490)
  Proceeds from long-term borrowings                                                        263,585                   4,177
  Payments of long-term borrowings                                                          (58,839)                 (4,213)
  Dividends                                                                                 (19,361)                (18,521)
                                                                                      --------------         ---------------
           Net cash provided by (used in) financing activities                              448,371                 (20,176)
  Effect of exchange rate changes on cash                                                    (1,557)                 (1,355)
                                                                                      --------------         ---------------
  Net (decrease) increase in cash and cash equivalents                                      (13,270)                 31,144
  Cash and cash equivalents at beginning of year                                             68,460                  33,277
                                                                                      --------------         ---------------
  Cash and cash equivalents at end of period                                               $ 55,190                $ 64,421
                                                                                      ==============         ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>   5


                           PARKER-HANNIFIN CORPORATION
                    BUSINESS SEGMENT INFORMATION BY INDUSTRY
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

The Company operates in two industry segments: Industrial and Aerospace. The
Industrial Segment is the largest and includes a significant portion of
International operations.

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, agricultural and military
machinery and equipment. Sales are made directly to major original equipment
manufacturers (OEMs) and through a broad distribution network to smaller OEMs
and the aftermarket.

Aerospace - This segment designs and manufactures products and provides
aftermarket support for commercial, military and general aviation aircraft,
missile and spacecraft markets. The Aerospace Segment provides a full range of
systems and components for hydraulic, pneumatic and fuel applications.

Results by Business Segment:
<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                               September 30,
                                                                               -----------------------------------------------
                                                                                     2000                         1999
                                                                               ------------------          -------------------
<S>                                                                            <C>                         <C>
Net sales
    Industrial:
        North America                                                          $         876,250           $          667,669
        International                                                                    330,728                      298,463
    Aerospace                                                                            270,388                      276,161
                                                                               ------------------          -------------------
Total                                                                          $       1,477,366           $        1,242,293
                                                                               ==================          ===================

Segment operating income
    Industrial:
        North America                                                          $         117,191           $           93,683
        International                                                                     25,877                       11,212
    Aerospace                                                                             44,276                       35,048
                                                                               ------------------          -------------------
Total segment operating income                                                           187,344                      139,943
Corporate general and administrative expenses                                             17,384                       14,113
                                                                               ------------------          -------------------
Income before interest expense and other                                                 169,960                      125,830
Interest expense                                                                          21,168                       14,543
Other                                                                                    (45,078)                      (1,070)
                                                                               ------------------          -------------------
Income before income taxes                                                     $         193,870           $          112,357
                                                                               ==================          ===================
</TABLE>



          See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>   6



                           PARKER-HANNIFIN CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

                             -----------------------



1.       Management representation

         In the opinion of the Company, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting of only normal
         recurring accruals) necessary to present fairly the financial position
         as of September 30, 2000, the results of operations for the three
         months ended September 30, 2000 and 1999 and cash flows for the three
         months then ended.

2.       Gain on sale of real property

         During the first quarter of fiscal 2001 the Company recorded a $55.5
         million gain ($34.7 million after-tax or $.30 per share) realized on
         the sale of real property. The gain is reflected in the Income
         statement in the Interest and other (income) expense, net caption.

3.       Earnings per share

         The following table presents a reconciliation of the numerator and
         denominator of basic and diluted earnings per share for the three
         months ended September 30, 2000 and 1999.

                                                         Three Months Ended
                                                           September 30,
                                                 -------------------------------
                                                     2000               1999
                                                 -------------------------------

         Numerator:
         ----------
         Net income applicable
           to common shares                      $    125,046       $     73,594

         Denominator:
         ------------
         Basic - weighted average
           common shares                          113,929,685        109,069,288
         Increase in weighted average
           from dilutive effect of
           exercise of stock options                  632,296          1,025,434
                                                 -------------------------------

         Diluted - weighted average
           common shares, assuming
           exercise of stock options              114,561,981        110,094,722
                                                 ===============================

         Basic earnings per share                $       1.10       $        .67
         Diluted earnings per share              $       1.09       $        .67








                                      - 6 -


<PAGE>   7

4.       Stock repurchase program

         The Board of Directors has approved a program to repurchase the
         Company's common stock on the open market, at prevailing prices. The
         repurchase is primarily funded from operating cash flows and the shares
         are initially held as treasury stock. The Company did not purchase any
         shares of its common stock during the three-month period ended
         September 30, 2000.

5.       Comprehensive income

         The Company's items of other comprehensive income (loss) are foreign
         currency translation adjustments and unrealized gains on marketable
         securities. Comprehensive income for the three months ended September
         30, 2000 and 1999 is as follows:

                                                           Three Months Ended
                                                              September 30,
                                                      --------------------------

                                                         2000             1999
                                                      --------------------------
         Net income                                   $ 125,046        $  73,594
         Foreign currency
           translation adjustments                      (44,787)          13,746
         Unrealized gain on marketable
           securities (net of taxes of $9,321)           15,469             --
                                                      --------------------------
         Comprehensive income                         $  95,728        $  87,340
                                                      ==========================
6.       Acquisitions

         On July 21, 2000 the Company completed the acquisition of Wynn's
         International, Inc. (Wynn's). Wynn's is a leading manufacturer of
         precision-engineered sealing media for the automotive, heavy-duty truck
         and aerospace markets with annualized calendar year 2000 sales of $573
         million.

         On September 29, 2000 the Company acquired the pneumatics business of
         Invensys plc, with annual sales of $50 million, which specializes in
         the design and production of equipment and controls for automated
         processes.

         Total purchase price for these businesses was approximately $458
         million in cash and assumed debt of $44 million. Both acquisitions are
         being accounted for by the purchase method.

                                     - 7 -

<PAGE>   8

7.       Net assets held for sale

         Net assets held for sale represents the estimated net cash proceeds and
         estimated net earnings during the holding period (including incremental
         interest expense on debt incurred in the acquisition) of the metal
         forming and building systems businesses, which were acquired as part of
         Commercial Intertech in fiscal 2000, and the specialty chemical and
         warranty businesses of Wynn's.

         During the first quarter of fiscal 2001, approximately $10.6 million of
         income from operations and $3.8 million of interest expense were
         excluded from the Consolidated Income Statement and included in the
         carrying value of the net assets held for sale.

8.       Financial Instruments

         Effective July 1, 2000 the Company adopted the provisions of Statement
         of Financial Accounting Standards (SFAS) No. 133, "Accounting for
         Derivative Instruments and Hedging Activities." Due to the immaterial
         amount of derivative and hedging activity within the Company, the
         effect of adopting SFAS 133 on the Company's results of operations and
         financial position was immaterial.

                                      - 8 -
<PAGE>   9


                           PARKER-HANNIFIN CORPORATION

                                    FORM 10-Q
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
                 AND COMPARABLE PERIOD ENDED SEPTEMBER 30, 1999

CONSOLIDATED STATEMENT OF INCOME

Net sales for the first quarter of fiscal 2001 were $1,477.4 million, an 18.9
percent increase over prior-year first quarter sales of $1,242.3 million.
Without acquisitions, net sales increased 2.2 percent.

Income from operations for the current quarter were $163.7 million, a 28.3
percent increase over the prior-year quarter income from operations of $127.5
million. Included in the prior-year quarter income from operations was $5.0
million in business realignment charges. As a percent of sales, the current-year
operating income increased to 11.1 percent from 10.7 percent in the prior year,
excluding the business realignment charges. Cost of sales, as a percent of
sales, decreased to 77.9 percent from 78.4 percent, excluding the business
realignment charges. The increasing margins reflect the improved operating
performance across the Industrial International businesses, as well as in the
Aerospace operations. Excluding business realignment charges, selling, general
and administrative expenses, as a percent of sales, were 11.0 percent compared
to 10.9 percent in the prior year.

Interest expense for the current-year quarter increased $6.6 million due to
higher average debt outstanding resulting from increased borrowings to complete
acquisitions.

Interest and other (income) expense, net for the first quarter of fiscal 2001
includes a $55.5 million gain realized on the sale of real property and $5.4
million of certain asset writedowns. Interest and other (income) expense, net
for the first quarter of fiscal 2000 included $6.4 million in gains primarily
from the sale of real property and $8.4 million of asset impairment losses and
other plant closure costs.

The effective tax rate increased to 35.5 percent for the current-year quarter,
compared to 34.5 percent in the prior-year quarter. The increase in the rate is
due to the non-deductibility of goodwill recognized as a result of the Company's
recent acquisitions.

Net income for the quarter was $125.0 million compared to $73.6 million in the
prior year. Net income increased to 8.5 percent of sales compared to 5.9 percent
in the prior-year.

Backlog increased to $1.98 billion at September 30, 2000 compared to $1.63
billion in the prior year and $1.80 billion at June 30, 2000. Current fiscal
year acquisitions accounted for over one half of the increase in backlog since
June 30, 2000, with the balance coming from continued strong order rates.

RESULTS BY BUSINESS SEGMENT

INDUSTRIAL - Net sales of the Industrial Segment increased 24.9 percent to
$1,207.0 million compared to $966.1 million in the prior year. Industrial North
American sales increased 31.2 percent and Industrial International sales
increased 10.8 percent. Without the effect of currency rate changes,
International sales would have increased 23.3 percent. Without the effect of
acquisitions, North American sales increased 4.5 percent and International sales
increased 1.0 percent. The increase in Industrial North American sales is
attributed to higher volume across most businesses, particularly in the
semiconductor manufacturing and telecommunications markets. The increase in
International Industrial sales is attributed to higher volume across all
businesses in the Asia Pacific region and Latin America, partially offset by
lower volume in Europe.

Operating income for the Industrial Segment increased 36.4 percent to $143.1
million compared to $104.9 million in the prior year. Industrial North American
operating income increased 25.1 percent and Industrial International operating
income increased 130.8 percent. Included in the prior-year operating

                                     - 9 -
<PAGE>   10

income for Industrial International was $9.0 million in business realignment
charges. Excluding the charges, Industrial International operating income
increased 28.3 percent from the prior year. North American operating income, as
a percent of sales, decreased to 13.4 percent from 14.0 percent primarily due to
recent acquisitions, not yet fully integrated, contributing lower margins.
Excluding the business realignment charges, Industrial International operating
income, as a percent of sales, increased to 7.8 percent from 6.8 percent
primarily due to the higher volume in the Asia Pacific region and Latin America,
as well as improving margins in Europe.

Industrial Segment backlog increased 54.0 percent compared to a year ago, and
increased 15.0 percent since June 30, 2000, primarily due to recent
acquisitions, as well as continued strong order rates within most Industrial
markets.

For the remainder of the fiscal year, business conditions are expected to be
favorable in a number of markets including semiconductor manufacturing and
telecommunications. However, the decline in order rates experienced in the first
quarter in the heavy-duty truck and automotive markets are expected to continue
for the balance of the fiscal year. Profit improvement teams have been
established to study the logistics system and recommend improvements to enhance
operating margins in Europe. The Company expects to record charges over the
course of the current fiscal year based upon the recommendations of the review
teams, but these charges are not expected to exceed the one-time gain realized
in the current-year quarter on the sale of real property.

AEROSPACE - Net sales of the Aerospace Segment decreased 2.1 percent to $270.4
million compared to $276.2 million in the prior year. Operating income increased
26.3 percent to $44.3 million compared to $35.0 million in the prior year.
Operating income for the prior-year first quarter included $4.4 million in
business realignment charges that were taken in response to a decline in
commercial aircraft orders. Excluding these charges, operating income, as a
percent of sales, increased to 16.4 percent from 14.3 percent primarily due to a
higher mix of aftermarket business and the strength of the regional jet market.

Backlog for the Aerospace Segment increased 4.9 percent compared to a year ago
and 6.9 percent since June 30, 2000. Backlog increased primarily due to a higher
level of aftermarket orders and an increase in orders in the regional jet
market. For the remainder of the fiscal year, the Company expects the mix of
orders to remain the same as what was experienced in the first quarter of fiscal
2001.

Corporate general and administrative expenses increased to $17.4 million for
fiscal 2001 compared to $14.1 million in the prior year. As a percent of sales,
corporate general and administrative expenses for the current-year quarter
increased slightly to 1.2 percent compared to 1.1 percent in the prior year.

Included in Other (in the Results by Business Segment) for fiscal 2001 is a
$55.5 million gain realized on the sale of real property and $7.7 million of
certain asset writedowns. In fiscal 2000, Other included $6.4 million in gains
primarily from the sale of real property.

BALANCE SHEET

Working capital declined to $913.0 million at September 30, 2000 from $966.8
million at June 30, 2000, with the ratio of current assets to current
liabilities decreasing to 1.6 to 1. The decrease was primarily due to an
increase in Notes payable, partially offset by increases in Accounts receivable,
Inventories, and Net assets held for sale.

Accounts receivable increased to $953.9 million at September 30, 2000 from
$840.0 million at June 30, 2000, primarily due to acquisitions and an account
receivable recognized on the sale of real property. Days sales outstanding
increased to 49 days from 45 days during the quarter. Inventories increased
$53.0 million primarily due to acquisitions, with months supply increasing
slightly.

                                     - 10 -
<PAGE>   11

Property and equipment, net of accumulated depreciation, increased $94.7 million
since June 30, 2000, primarily as a result of acquisitions.

The increase in Excess cost of investments over net assets acquired since June
30, 2000 reflects the goodwill recognized as a result of current-year
acquisitions.

The debt to debt-equity ratio increased to 39.3 percent at September 30, 2000
compared to 31.0 percent as of June 30, 2000, primarily due to increased
borrowings to fund acquisitions.

Due to the strength of the dollar, foreign currency translation adjustments
resulted in a decrease in net assets of $44.8 million during the first quarter
of fiscal 2001. The translation adjustments primarily affected Accounts
receivable, Inventories and Plant and equipment.

STATEMENT OF CASH FLOWS

Net cash provided by operating activities was $20.0 million for the three months
ended September 30, 2000, as compared to $117.8 million for the same three
months of 1999. The decrease in net cash provided by operating activities was
primarily the result of Accounts receivable using cash of $64.5 million in
fiscal 2001 compared to providing cash of $5.1 million in fiscal 2000. Other
assets used cash of $28.4 million in fiscal 2001 after providing cash of $4.2
million in fiscal 2000. Inventories used cash of $23.9 million in fiscal 2001
compared to providing cash of $1.9 million in fiscal 2000, and cash provided by
operating activities excluded a (Gain) on sale of plant and equipment of $58.2
million in fiscal 2001 compared to $6.8 million in fiscal 2000. These uses of
cash were partially offset by an increase in Net income of $51.5 million and
Deferred income taxes, which increased $22.5 million in 2001 as opposed to
decreasing $2.1 million in fiscal 2000. Excluding Other assets and Inventories,
the sale of real property in the first quarter of fiscal 2001 is the primary
reason for the changes between fiscal 2000 and fiscal 2001.

Net cash used in investing activities increased to $480.0 million for fiscal
2001 compared to $65.1 million for fiscal 2000 primarily due to an increase of
$482.9 million in the amount spent on acquisitions and an increase in capital
expenditures of $16.0 million. These uses of cash were partially offset by an
increase in the proceeds received from the sale of plant and equipment of $49.7
million in fiscal 2001.

Financing activities provided net cash of $448.4 million for the three months
ended September 30, 2000, compared to using cash of $20.2 million for the same
three months of the prior year. The change resulted primarily from debt
borrowings providing cash of $466.0 million in fiscal 2001 compared to using
cash of $3.5 million in the prior year. The increase in debt borrowings in
fiscal 2001 was primarily to fund acquisitions.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company enters into forward exchange contracts, costless collar contracts
and cross-currency swap agreements to reduce its exposure to fluctuations in
related foreign currencies. These contracts are with major financial
institutions and the risk of loss is considered remote. The Company does not
hold or issue derivative financial instruments for trading purposes. In
addition, the Company's foreign locations, in the ordinary course of business,
enter into financial guarantees through financial institutions which enable
customers to be reimbursed in the event of nonperformance by the Company. The
total value of open contracts and any risk to the Company as a result of these
arrangements is not material to the Company's financial position, liquidity or
results of operations.

                                     - 11 -
<PAGE>   12

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q and other written reports and oral statements made from
time to time by the Company may contain "forward-looking statements", all of
which are subject to risks and uncertainties. All statements which address
operating performance, events or developments that we expect or anticipate will
occur in the future, including statements relating to growth, operating margin
performance, earnings per share or statements expressing general opinions about
future operating results or the markets in which we do business, are
forward-looking statements.

These forward-looking statements rely on a number of assumptions concerning
future events, and are subject to a number of uncertainties and other factors,
many of which are outside the Company's control, that could cause actual results
to differ materially from such statements. Such factors include:

-  continuity of business relationships with and purchases by major customers,
   including, among others, orders and delivery schedules for aircraft
   components,

-  ability of suppliers to provide materials as needed,

-  uncertainties surrounding timing, successful completion or integration of
   acquisitions,

-  competitive pressure on sales and pricing,

-  increases in material and other production costs which cannot be recovered in
   product pricing,

-  difficulties in introducing new products and entering new markets, and

-  uncertainties surrounding the global economy and global market conditions and
   the potential devaluation of currencies.

Any forward-looking statements are based on known events and circumstances at
the time. The Company undertakes no obligation to update or publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date of this Report.

                                     - 12 -
<PAGE>   13

                             PARKER-HANNIFIN CORPORATION

                             PART II - OTHER INFORMATION


         Item 4.  Submission of Matters to a Vote of Security Holders.
         ------   ---------------------------------------------------

         (a)      The Annual Meeting of the Shareholders of the Registrant was
                  held on October 25, 2000.

         (b)      Not applicable.

         (c)(i)   The Shareholders elected four directors to the three-year
                  class whose term of office will expire in 2003, as follows:

                                         Votes For          Votes Withheld
                                         ---------          --------------

                  Duane E. Collins     101,038,515.123      2,241,822.473
                  Giulio Mazzalupi      99,862,051.782      3,418,285.814
                  Klaus-Peter Muller    99,875,639.874      3,404,697.722
                  Allan L. Rayfield    101,117,745.647      2,162,591.949

             (ii) The Shareholders approved the appointment of
                  PricewaterhouseCoopers LLP as independent certified public
                  accountants of the Corporation for the fiscal year ending June
                  30, 2001, as follows:

                  For                  102,237,732.258
                  Against                  392,326.666
                  Abstain                  650,278.672

        (d)      Not applicable

                                     - 13 -


<PAGE>   14




         Item 6.  Exhibits and Reports on Form 8-K.
         ------   --------------------------------

         (a)      The following documents are furnished as exhibits and are
numbered pursuant to Item 601 of Regulation S-K:

                  Exhibit 27 - Financial Data Schedule

         (b)      No reports on Form 8-K have been filed during the quarter for
which this Report is filed.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     PARKER-HANNIFIN CORPORATION
                                            (Registrant)


                                     /s/Michael J. Hiemstra
                                        Michael J. Hiemstra
                                     Vice President - Finance and Administration
                                     and Chief Financial Officer

Date:  November 1, 2000




                                     - 14 -
<PAGE>   15

                                  EXHIBIT INDEX



        Exhibit No.                                 Description of Exhibit
        -----------                                 ----------------------

        27                                          Financial Data Schedule

                                     - 15 -



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