[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Ohio
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34-0117420
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Applied Plaza, Cleveland, Ohio
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44115
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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[X]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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Page
No.
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Part I:
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Item 1:
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Item 2:
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Item 3:
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Item 4:
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Part II:
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Item 1:
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Item 2:
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Item 4:
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Item 6:
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PART I:
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FINANCIAL INFORMATION
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ITEM I:
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FINANCIAL STATEMENTS
|
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Three Months Ended
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||||||
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September 30,
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||||||
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2016
|
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2015
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||||
Net Sales
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$
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624,848
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$
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641,904
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Cost of Sales
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446,518
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460,892
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Gross Profit
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178,330
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181,012
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Selling, Distribution and Administrative, including depreciation
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135,112
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139,986
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Operating Income
|
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43,218
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41,026
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Interest Expense, net
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2,146
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2,187
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Other (Income) Expense, net
|
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(398
|
)
|
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1,004
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|
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Income Before Income Taxes
|
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41,470
|
|
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37,835
|
|
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Income Tax Expense
|
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14,099
|
|
|
13,544
|
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Net Income
|
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$
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27,371
|
|
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$
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24,291
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Net Income Per Share - Basic
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$
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0.70
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$
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0.61
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Net Income Per Share - Diluted
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$
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0.70
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|
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$
|
0.61
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Cash dividends per common share
|
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$
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0.28
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|
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$
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0.27
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Weighted average common shares outstanding for basic computation
|
|
39,044
|
|
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39,613
|
|
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Dilutive effect of potential common shares
|
|
338
|
|
|
229
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Weighted average common shares outstanding for diluted computation
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39,382
|
|
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39,842
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Three Months Ended
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||||||
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September 30,
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||||||
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2016
|
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2015
|
||||
Net income per the condensed statements of consolidated income
|
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$
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27,371
|
|
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$
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24,291
|
|
|
|
|
|
|
||||
Other comprehensive loss, before tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(2,349
|
)
|
|
(27,516
|
)
|
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Post-employment benefits:
|
|
|
|
|
||||
Reclassification of actuarial losses and prior service cost into SD&A expense and included in net periodic pension costs
|
|
127
|
|
|
130
|
|
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Unrealized gain (loss) on investment securities available for sale
|
|
26
|
|
|
(50
|
)
|
||
Total of other comprehensive loss, before tax
|
|
(2,196
|
)
|
|
(27,436
|
)
|
||
Income tax expense related to items of other comprehensive income
|
|
61
|
|
|
34
|
|
||
Other comprehensive loss, net of tax
|
|
(2,257
|
)
|
|
(27,470
|
)
|
||
Comprehensive income (loss), net of tax
|
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$
|
25,114
|
|
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$
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(3,179
|
)
|
|
|
September 30,
2016 |
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June 30,
2016 |
||||
ASSETS
|
|
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|
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||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
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$
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58,022
|
|
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$
|
59,861
|
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Accounts receivable, less allowances of $11,628 and $11,034
|
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347,286
|
|
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347,857
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|
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Inventories
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342,044
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338,221
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Other current assets
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30,009
|
|
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35,582
|
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||
Total current assets
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777,361
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781,521
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Property, less accumulated depreciation of $163,245 and $161,466
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106,283
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107,765
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Identifiable intangibles, net
|
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181,465
|
|
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191,240
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|
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Goodwill
|
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205,537
|
|
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202,700
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Deferred tax assets
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11,802
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|
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12,277
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Other assets
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16,991
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|
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16,522
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TOTAL ASSETS
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$
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1,299,439
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$
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1,312,025
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
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149,007
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$
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148,543
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Current portion of long term debt
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|
3,248
|
|
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3,247
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|
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Compensation and related benefits
|
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46,327
|
|
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57,187
|
|
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Other current liabilities
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65,719
|
|
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65,306
|
|
||
Total current liabilities
|
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264,301
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274,283
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|
||
Long-term debt
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301,771
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324,583
|
|
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Post-employment benefits
|
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21,290
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21,322
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Other liabilities
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31,629
|
|
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33,921
|
|
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TOTAL LIABILITIES
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618,991
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654,109
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Shareholders’ Equity
|
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||||
Preferred stock—no par value; 2,500 shares authorized; none issued or outstanding
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—
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—
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Common stock—no par value; 80,000 shares authorized; 54,213 shares issued;
39,031 and 39,057 outstanding, respectively
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10,000
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10,000
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Additional paid-in capital
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162,518
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162,529
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Retained Earnings
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972,174
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944,821
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Treasury shares—at cost (15,182 and 15,156 shares, respectively)
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(376,441
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)
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(373,888
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)
|
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Accumulated other comprehensive loss
|
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(87,803
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)
|
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(85,546
|
)
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TOTAL SHAREHOLDERS’ EQUITY
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680,448
|
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657,916
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
1,299,439
|
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$
|
1,312,025
|
|
|
|
Three Months Ended
|
||||||
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September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
27,371
|
|
|
$
|
24,291
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization of property
|
|
3,650
|
|
|
3,930
|
|
||
Amortization of intangibles
|
|
6,237
|
|
|
6,083
|
|
||
Unrealized foreign exchange transactions loss
|
|
248
|
|
|
434
|
|
||
Amortization of stock options and appreciation rights
|
|
809
|
|
|
630
|
|
||
(Gain) loss on sale of property
|
|
(1,068
|
)
|
|
90
|
|
||
Other share-based compensation expense
|
|
555
|
|
|
628
|
|
||
Changes in operating assets and liabilities, net of acquisitions
|
|
2,835
|
|
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(23,012
|
)
|
||
Other, net
|
|
1,227
|
|
|
2,016
|
|
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Net Cash provided by Operating Activities
|
|
41,864
|
|
|
15,090
|
|
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Cash Flows from Investing Activities
|
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(11,250
|
)
|
||
Property purchases
|
|
(2,999
|
)
|
|
(3,112
|
)
|
||
Proceeds from property sales
|
|
1,747
|
|
|
113
|
|
||
Net Cash used in Investing Activities
|
|
(1,252
|
)
|
|
(14,249
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Net (Repayments) Borrowings under revolving credit facility
|
|
(22,000
|
)
|
|
35,000
|
|
||
Long-term debt repayments
|
|
(838
|
)
|
|
(681
|
)
|
||
Purchases of treasury shares
|
|
(3,048
|
)
|
|
(17,956
|
)
|
||
Dividends paid
|
|
(10,943
|
)
|
|
(10,745
|
)
|
||
Tax shortfall from share-based compensation
|
|
—
|
|
|
(59
|
)
|
||
Acquisition holdback payments
|
|
(4,444
|
)
|
|
(7,857
|
)
|
||
Exercise of stock options and appreciation rights
|
|
108
|
|
|
—
|
|
||
Taxes paid for shares withheld for equity awards
|
|
(987
|
)
|
|
(502
|
)
|
||
Net Cash used in Financing Activities
|
|
(42,152
|
)
|
|
(2,800
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
|
(299
|
)
|
|
(3,545
|
)
|
||
Decrease in Cash and Cash Equivalents
|
|
(1,839
|
)
|
|
(5,504
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
|
59,861
|
|
|
69,470
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
58,022
|
|
|
$
|
63,966
|
|
2.
|
BUSINESS COMBINATIONS
|
|
Service Centers
|
|
Fluid Power
|
|
Total
|
||||||
Balance at July 1, 2015
|
$
|
253,477
|
|
|
$
|
929
|
|
|
$
|
254,406
|
|
Goodwill acquired during the period
|
18,683
|
|
|
3,285
|
|
|
21,968
|
|
|||
Impairment
|
(64,794
|
)
|
|
—
|
|
|
(64,794
|
)
|
|||
Other, primarily currency translation
|
(8,880
|
)
|
|
—
|
|
|
(8,880
|
)
|
|||
Balance at June 30, 2016
|
$
|
198,486
|
|
|
$
|
4,214
|
|
|
$
|
202,700
|
|
Goodwill added during the period
|
3,220
|
|
|
—
|
|
|
3,220
|
|
|||
Other, primarily currency translation
|
(383
|
)
|
|
—
|
|
|
(383
|
)
|
|||
Balance at September 30, 2016
|
$
|
201,323
|
|
|
$
|
4,214
|
|
|
$
|
205,537
|
|
September 30, 2016
|
|
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
Finite-Lived Identifiable Intangibles:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
236,054
|
|
|
$
|
89,314
|
|
|
$
|
146,740
|
|
Trade names
|
|
43,738
|
|
|
16,858
|
|
|
26,880
|
|
|||
Vendor relationships
|
|
14,000
|
|
|
8,207
|
|
|
5,793
|
|
|||
Non-competition agreements
|
|
4,658
|
|
|
2,606
|
|
|
2,052
|
|
|||
Total Identifiable Intangibles
|
|
$
|
298,450
|
|
|
$
|
116,985
|
|
|
$
|
181,465
|
|
June 30, 2016
|
|
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
Finite-Lived Identifiable Intangibles:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
239,132
|
|
|
$
|
84,566
|
|
|
$
|
154,566
|
|
Trade names
|
|
44,430
|
|
|
16,099
|
|
|
28,331
|
|
|||
Vendor relationships
|
|
14,042
|
|
|
8,003
|
|
|
6,039
|
|
|||
Non-competition agreements
|
|
4,700
|
|
|
2,396
|
|
|
2,304
|
|
|||
Total Identifiable Intangibles
|
|
$
|
302,304
|
|
|
$
|
111,064
|
|
|
$
|
191,240
|
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
|
|
Foreign currency translation adjustment
|
|
|
Unrealized gain (loss) on securities available for sale
|
|
|
Postemployment benefits
|
|
|
Total Accumulated other comprehensive loss
|
|
||||
Balance at July 1, 2016
|
|
$
|
(81,685
|
)
|
|
$
|
(38
|
)
|
|
$
|
(3,823
|
)
|
|
$
|
(85,546
|
)
|
Other comprehensive loss
|
|
(2,349
|
)
|
|
15
|
|
|
—
|
|
|
(2,334
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
77
|
|
|
77
|
|
||||
Net current-period other comprehensive (loss) income, net of taxes
|
|
(2,349
|
)
|
|
15
|
|
|
77
|
|
|
(2,257
|
)
|
||||
Balance at September 30, 2016
|
|
$
|
(84,034
|
)
|
|
$
|
(23
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
(87,803
|
)
|
|
|
Three Months Ended September 30, 2015
|
||||||||||||||
|
|
Foreign currency translation adjustment
|
|
|
Unrealized loss on securities available for sale
|
|
|
Postemployment benefits
|
|
|
Total Accumulated other comprehensive loss
|
|
||||
Balance at July 1, 2015
|
|
$
|
(57,244
|
)
|
|
$
|
(4
|
)
|
|
$
|
(2,923
|
)
|
|
$
|
(60,171
|
)
|
Other comprehensive loss
|
|
(27,516
|
)
|
|
(33
|
)
|
|
—
|
|
|
(27,549
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
||||
Net current-period other comprehensive (loss) income, net of taxes
|
|
(27,516
|
)
|
|
(33
|
)
|
|
79
|
|
|
(27,470
|
)
|
||||
Balance at September 30, 2015
|
|
$
|
(84,760
|
)
|
|
$
|
(37
|
)
|
|
$
|
(2,844
|
)
|
|
$
|
(87,641
|
)
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
Pre-Tax Amount
|
|
Tax Expense
|
|
Net Amount
|
|
Pre-Tax Amount
|
|
Tax Expense (Benefit)
|
|
Net Amount
|
||||||||||||
Foreign currency translation adjustments
|
|
$
|
(2,349
|
)
|
|
$
|
—
|
|
|
$
|
(2,349
|
)
|
|
$
|
(27,516
|
)
|
|
$
|
—
|
|
|
$
|
(27,516
|
)
|
Post-employment benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of actuarial losses and prior service cost into SD&A expense and included in net periodic pension costs
|
|
127
|
|
|
50
|
|
|
77
|
|
|
130
|
|
|
51
|
|
|
79
|
|
||||||
Unrealized gain (loss) on investment securities available for sale
|
|
26
|
|
|
11
|
|
|
15
|
|
|
(50
|
)
|
|
(17
|
)
|
|
(33
|
)
|
||||||
Other comprehensive loss
|
|
$
|
(2,196
|
)
|
|
$
|
61
|
|
|
$
|
(2,257
|
)
|
|
$
|
(27,436
|
)
|
|
$
|
34
|
|
|
$
|
(27,470
|
)
|
|
|
|
Pension Benefits
|
|
Retiree Health Care
Benefits
|
||||||||||||
Three Months Ended September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
31
|
|
|
$
|
23
|
|
|
$
|
7
|
|
|
$
|
6
|
|
Interest cost
|
|
173
|
|
|
216
|
|
|
16
|
|
|
19
|
|
||||
Expected return on plan assets
|
|
(115
|
)
|
|
(123
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial (gain) loss
|
|
218
|
|
|
228
|
|
|
(45
|
)
|
|
(53
|
)
|
||||
Amortization of prior service cost
|
|
22
|
|
|
22
|
|
|
(68
|
)
|
|
(68
|
)
|
||||
Net periodic cost
|
|
$
|
329
|
|
|
$
|
366
|
|
|
$
|
(90
|
)
|
|
$
|
(96
|
)
|
Three Months Ended
|
|
Service Center Based Distribution
|
|
Fluid Power Businesses
|
|
Total
|
||||||
September 30, 2016
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
515,633
|
|
|
$
|
109,215
|
|
|
$
|
624,848
|
|
Operating income for reportable segments
|
|
25,646
|
|
|
11,828
|
|
|
37,474
|
|
|||
Assets used in business
|
|
1,084,191
|
|
|
215,248
|
|
|
1,299,439
|
|
|||
Depreciation and amortization of property
|
|
3,320
|
|
|
330
|
|
|
3,650
|
|
|||
Capital expenditures
|
|
2,626
|
|
|
373
|
|
|
2,999
|
|
|||
|
|
|
|
|
|
|
||||||
September 30, 2015
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
528,487
|
|
|
$
|
113,417
|
|
|
$
|
641,904
|
|
Operating income for reportable segments
|
|
29,959
|
|
|
10,283
|
|
|
40,242
|
|
|||
Assets used in business
|
|
1,175,149
|
|
|
201,111
|
|
|
1,376,260
|
|
|||
Depreciation and amortization of property
|
|
3,617
|
|
|
313
|
|
|
3,930
|
|
|||
Capital expenditures
|
|
2,887
|
|
|
225
|
|
|
3,112
|
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Operating income for reportable segments
|
|
$
|
37,474
|
|
|
$
|
40,242
|
|
Adjustment for:
|
|
|
|
|
||||
Intangible amortization—Service Center Based Distribution
|
|
4,762
|
|
|
4,572
|
|
||
Intangible amortization—Fluid Power Businesses
|
|
1,475
|
|
|
1,511
|
|
||
Corporate and other (income) expense, net
|
|
(11,981
|
)
|
|
(6,867
|
)
|
||
Total operating income
|
|
43,218
|
|
|
41,026
|
|
||
Interest expense, net
|
|
2,146
|
|
|
2,187
|
|
||
Other (income) expense, net
|
|
(398
|
)
|
|
1,004
|
|
||
Income before income taxes
|
|
$
|
41,470
|
|
|
$
|
37,835
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Geographic Areas:
|
|
|
|
|
||||
United States
|
|
$
|
525,466
|
|
|
$
|
538,369
|
|
Canada
|
|
62,581
|
|
|
66,233
|
|
||
Other countries
|
|
36,801
|
|
|
37,302
|
|
||
Total
|
|
$
|
624,848
|
|
|
$
|
641,904
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Unrealized (gain) loss on assets held in rabbi trust for a non-qualified deferred compensation plan
|
|
$
|
(330
|
)
|
|
$
|
454
|
|
Foreign currency transactions (gain) loss
|
|
(150
|
)
|
|
523
|
|
||
Other, net
|
|
82
|
|
|
27
|
|
||
Total other (income) expense, net
|
|
$
|
(398
|
)
|
|
$
|
1,004
|
|
/s/ Deloitte & Touche LLP
|
|
Cleveland, Ohio
|
October 27, 2016
|
|
|
Three Months Ended September 30,
|
|
Change in $'s Versus Prior Period - % (Decrease) Increase
|
|||||
|
|
As a Percent of Net Sales
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(2.7
|
)%
|
Gross Profit
|
|
28.5
|
%
|
|
28.2
|
%
|
|
(1.5
|
)%
|
Selling, Distribution & Administrative
|
|
21.6
|
%
|
|
21.8
|
%
|
|
(3.5
|
)%
|
Operating Income
|
|
6.9
|
%
|
|
6.4
|
%
|
|
5.3
|
%
|
Net Income
|
|
4.4
|
%
|
|
3.8
|
%
|
|
12.7
|
%
|
Country
|
|
Amount
|
||
United States
|
|
$
|
10,277
|
|
Canada
|
|
36,159
|
|
|
Other countries
|
|
11,586
|
|
|
Total
|
|
$
|
58,022
|
|
|
|
Three Months Ended September 30,
|
||||||
Net Cash Provided by (Used in):
|
|
2016
|
|
2015
|
||||
Operating Activities
|
|
$
|
41,864
|
|
|
$
|
15,090
|
|
Investing Activities
|
|
(1,252
|
)
|
|
(14,249
|
)
|
||
Financing Activities
|
|
(42,152
|
)
|
|
(2,800
|
)
|
||
Exchange Rate Effect
|
|
(299
|
)
|
|
(3,545
|
)
|
||
Decrease in Cash and Cash Equivalents
|
|
$
|
(1,839
|
)
|
|
$
|
(5,504
|
)
|
|
September 30,
|
June 30,
|
||||
|
2016
|
2015
|
||||
Accounts receivable, gross
|
$
|
358,914
|
|
$
|
358,891
|
|
Allowance for doubtful accounts
|
11,628
|
|
11,034
|
|
||
Accounts receivable, net
|
$
|
347,286
|
|
$
|
347,857
|
|
Allowance for doubtful accounts, % of gross receivables
|
3.2
|
%
|
3.1
|
%
|
||
|
|
|
||||
|
Three Months Ended September 30,
|
|||||
|
2016
|
2015
|
||||
Provision for losses on accounts receivable
|
$
|
862
|
|
$
|
1,747
|
|
Provision as a % of net sales
|
0.14
|
%
|
0.27
|
%
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
Legal Proceedings
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
(a) Total Number of Shares (1)
|
(b) Average Price Paid per Share ($)
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
July 1, 2016 to July 31, 2016
|
357
|
$46.30
|
0
|
296,200
|
August 1, 2016 to August 31, 2016
|
12,500
|
$47.40
|
12,500
|
283,700
|
September 1, 2016 to September 30, 2016
|
52,500
|
$46.77
|
52,500
|
231,200
|
Total
|
65,357
|
$46.89
|
65,000
|
231,200
|
(1)
|
During the quarter the Company purchased 357 shares in connection with the Deferred Compensation Plan. These purchases are not counted in the authorization in note (2).
|
(2)
|
On April 28, 2015, the Board of Directors authorized the repurchase of up to 1.5 million shares of the Company's common stock. We publicly announced the authorization on April 30, 2015. Purchases could be made in the open market or in privately negotiated transactions.
|
ITEM 4.
|
Mine Safety Disclosures.
|
Exhibit No.
|
|
Description
|
3.1
|
|
Amended and Restated Articles of Incorporation of Applied Industrial Technologies, Inc., as amended on October 25, 2005 (filed as Exhibit 3(a) to the Company’s Form 10-Q for the quarter ended December 31, 2005, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
3.2
|
|
Code of Regulations of Applied Industrial Technologies, Inc., as amended on October 19, 1999 (filed as Exhibit 3(b) to the Company’s Form 10-Q for the quarter ended September 30, 1999, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
4.1
|
|
Certificate of Merger of Bearings, Inc. (Ohio) (now named Applied Industrial Technologies, Inc.) and Bearings, Inc. (Delaware) filed with the Ohio Secretary of State on October 18, 1988, including an Agreement and Plan of Reorganization dated September 6, 1988 (filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated here by reference).
|
|
|
|
4.2
|
|
Private Shelf Agreement dated as of November 27, 1996, as amended through December 23, 2015, between Applied Industrial Technologies, Inc. and Prudential Investment Management, Inc. (assignee of The Prudential Insurance Company of America), conformed to show all amendments (filed as Exhibit 4.2 to the Company's Form 10-Q for the quarter ended December 31, 2015, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
4.3
|
|
Request for Purchase dated May 30, 2014 and 3.19% Series C Notes dated July 1, 2014, under Private Shelf Agreement dated November 27, 1996, as amended, between Applied Industrial Technologies, Inc. and Prudential Investment Management, Inc. (filed as Exhibit 10.1 to the Company's Form 8-K dated July 1, 2014, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
4.4
|
|
Request for Purchase dated October 22, 2014 and 3.21% Series D Notes dated October 30, 2014, under Private Shelf Agreement dated November 27, 1996, as amended, between Applied Industrial Technologies, Inc. and Prudential Investment Management, Inc. (filed as Exhibit 4.5 to the Company's Form 10-Q for the quarter ended September 30, 2014, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
4.5
|
|
Credit Agreement dated as of December 22, 2015, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 10.1 to the Company's Form 8-K dated December 28, 2015, SEC File No. 1-2299, and incorporated here by reference).
|
|
|
|
10.1
|
|
Management Incentive Plan General Terms
|
|
|
|
10.2
|
|
Stock Appreciation Rights Award Terms and Conditions
|
|
|
|
10.3
|
|
Restricted Stock Units Terms and Conditions
|
|
|
|
10.4
|
|
Performance Shares Terms and Conditions
|
|
|
|
15
|
|
Independent Registered Public Accounting Firm’s Awareness Letter
|
|
|
|
31
|
|
Rule 13a-14(a)/15d-14(a) certifications
|
|
|
|
32
|
|
Section 1350 certifications
|
|
|
|
95
|
|
Mine safety and health disclosure
|
|
|
|
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
|
|
|
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
|
|
|
(Company)
|
|
|
|
Date:
|
October 27, 2016
|
By:
/s/ Neil A.Schrimsher
|
|
|
Neil A. Schrimsher
|
|
|
President & Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
October 27, 2016
|
By:
/s/ Mark O. Eisele
|
|
|
Mark O. Eisele
|
|
|
Vice President-Chief Financial Officer & Treasurer
|
•
|
Participants retiring at age 55 or older under an Applied retirement plan shall be eligible for a prorated award based on date of retirement (calculated using number of days’ participation in the Plan).
|
•
|
Participants who incur a separation from service due to death or disability shall be eligible for a prorated award based on date of separation from service (calculated using number of days’ participation in the Plan).
|
•
|
An award may be terminated or rescinded, and, if applicable, the participant may be required immediately to repay an award issued within the previous twelve months, if the Committee determines, in good faith, that during the participant’s employment with Applied or during the period ending twelve months following the participant’s separation from service, the participant has committed an act inimical to Applied’s interests. Acts inimical to Applied’s interest shall include willful inattention to duty; willful violation of Applied’s published policies; acts of fraud or dishonesty involving Applied’s business; solicitation of Applied’s employees, customers or vendors to terminate or alter their relationship with Applied to Applied’s detriment; unauthorized use or disclosure of information regarding Applied’s business, employees, customers, or vendors; and competition with Applied. All determinations by the Committee shall be effective at the time of the participant’s act.
|
•
|
The Committee may, in its sole discretion, require a participant immediately to repay cash issued pursuant to the award within the previous 36 months (or any proceeds thereof) if (1) Applied restates its historical consolidated financial statements and (2) the Committee determines, in good faith, that (a) the restatement is a result of the participant’s, or another executive officer’s, willful misconduct that is unethical or illegal, and (b) the participant’s earnings pursuant to the award were based on materially inaccurate financial statements or materially inaccurate performance metrics that were invalidated by the restatement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Applied Industrial Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 27, 2016
|
By:
/s/ Neil A. Schrimsher
|
|
Neil A. Schrimsher
|
|
President & Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Applied Industrial Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 27, 2016
|
By:
/s/ Mark O. Eisele
|
|
Mark O. Eisele
|
|
Vice President-Chief Financial Officer & Treasurer
|
|
|
|
/s/ Neil A. Schrimsher
|
|
/s/ Mark O. Eisele
|
Neil A. Schrimsher
|
|
Mark O. Eisele
|
President & Chief Executive Officer
|
|
Vice President-Chief Financial Officer & Treasurer
|
|
|
|
|
|
|
Date: October 27, 2016
|
|
|
|
|
|
Mine or Operating Name / MSHA Identification Number
|
(#) Section 104 S&S Citations
|
(#) Section 104(b) Orders
|
(#) Section 104(d) Citations and Orders
|
(#) Section 110(b)(2) Violations
|
(#) Section 107(a) Orders
|
($) Total Dollar Value of MSHA Assessments Proposed
|
(#) Total Number of Mining Related Fatalities
|
(yes/no) Received Notice of Pattern of Violations Under Section 104(e)
|
(yes/no) Received Notice of Potential to Have Pattern Under Section 104(e)
|
(#) Legal Actions Pending as of 9/30/2016
|
(#) Legal Actions Initiated During Period
|
(#) Legal Actions Resolved During the Period
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louisville Plant Quarry & Mill
#2500002
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
No
|
No
|
0
|
0
|
1
|
(1)
|
United States mines.
|
|
|
(2)
|
Total number of citations received from MSHA under section 104 of the Mine Act for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
|
|
|
(3)
|
Total number of orders under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA.
|
|
|
(4)
|
Total number of citations and orders for unwarrantable failure to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
|
|
(5)
|
Total number of flagrant violations under section 110(b)(2) of the Mine Act.
|
|
|
(6)
|
Total number of imminent danger orders issued under section 107(a) of the Mine Act.
|