PHParker Hannifin

We note that you test goodwill for impairment at the reporting unit level, which is equivalent to your operating segments. Please revise future disclosures to address the following: • Identify the number of reporting units, or operating segments, where goodwill is allocated and tested for impairment; • Indicate whether fair value substantially exceeds book value for all reporting units, and; • If the fair value of

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any reporting unit does not substantially exceed book please identify the reporting unit and quantify the goodwill associated with that reporting unit.

The Company performed its fiscal 2019 annual goodwill impairment test for each of its six reporting units, which are equivalent to its operating segments. The results of the fiscal 2019 annual goodwill impairment test indicated that the fair value substantially exceeded book value for all reporting units.

The Company confirms that it will, in future filings, identify the number of reporting units where goodwill is allocated and tested for impairment.

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Additionally, it will indicate whether the fair value substantially exceeds net book value for all reporting units and, if the fair value of any reporting unit does not substantially exceed net book value, it will identify the reporting unit and quantify the goodwill associated with that reporting unit.

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We note your presentation of non-GAAP diluted adjustments to calculate the non-GAAP measure, Adjusted Earnings per Diluted Share, on a prospective (2020) and historical (2019) basis. However, adding back adjustments net of tax is inconsistent with Question 102.11 in the updated Compliance and Disclosure Interpretations (April 4, 2018).

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Please revise future presentations accordingly to comply with this comment in your non-GAAP presentations in Item 2.02 of your Form 8-K.

The Company acknowledges the Staff's comment and confirms that, in future filings, it will present prospective and historical non-GAAP diluted adjustments on a pre-tax basis and will separately present the tax effects of the adjustments. For illustrative purposes, the Company has revised its presentation of historical and prospective non-GAAP diluted adjustments included in Exhibit 99.1 to its Form 8-K filed on August 1, 2019 in the tables below.

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The Company intends to utilize this presentation in future filings.

RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE

(Unaudited) Three Months Ended June 30, Twelve Months Ended June 30,

(Amounts in dollars) 2019 2018 2019 2018

Earnings per diluted share $ 3.17 $ 2.62 $ 11.48 $ 7.83

Adjustments:

Business realignment charges 0.05 0.13 0.12 0.34

Clarcor costs to achieve 0.01 0.06 0.10 0.27

LORD acquisition and integration costs 0.13 — 0.13 —

Loss on sale and writedown of assets, net — 0.20 — 0.24

Tax effect of adjustments1

(0.05) 0.14 (0.09) 0.02

U.S. Tax Reform one-time impact, net — 0.07 0.11 1.72

Adjusted earnings per diluted share $ 3.31 $ 3.22 $ 11.85 $ 10.42

1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. The three and twelve months ended June 30, 2018 amounts include a taxable gain resulting from the Facet filtration business divestiture.

PARKER HANNIFIN CORPORATION - JUNE 30, 2019

RECONCILIATION OF FORECASTED EARNINGS PER DILUTED SHARE TO ADJUSTED FORECASTED EARNINGS PER DILUTED SHARE

(Unaudited)

(Amounts in dollars) Fiscal Year 2020

Forecasted earnings per diluted share $11.38 - $12.18

Business realignment charges 0.15

(0.03)

Adjusted forecasted earnings per diluted share $11.50 - $12.30

1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.

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In future filings please reconcile EBITDA to Net Income as presented on the face of the income statement. Please refer to Question 103.02 in the updated Compliance and Disclosure Interpretations.

The Company acknowledges the Staff's comment and confirms that, in future filings, it will reconcile EBITDA to Net Income as presented on the face of the income statement. For illustrative purposes, the Company has revised its presentation of its EBITDA reconciliation included in Exhibit 99.1 to its Form 8-K filed on August 1, 2019 in the table below.

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The Company intends to utilize this presentation in future filings.

RECONCILIATION OF EBITDA

(Dollars in thousands) 2019 2018 2019 2018

Net income $ 413,738 $ 353,328 $ 1,512,931 $ 1,061,315

Income taxes 99,610 144,599 420,494 640,962

Depreciation and amortization 105,388 114,769 436,189 466,085

Interest expense 50,072 53,040 190,138 213,873

EBITDA $ 668,808 $ 665,736 $ 2,559,752 $ 2,382,235

If you have any further questions, please call me at (216) 896-3000.

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