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Item 9A. Controls and Procedures

2022-08-12 compared with 2021-08-17 · 24 added, 21 removed, 256 unchanged (15% of the section changed)

28 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2021, of the Company and our report dated August 17, 2021, expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company's adoption of a new accounting standard related to leases.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2022, of the Company and our report dated August 12, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

14 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

1 unchanged sentence

The information required by this Item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to Applied's proxy statement, under the caption “Delinquent Section 16(a) Reports."

Applied has a code of ethics, named the Code of Business Ethics, that applies to our employees, including our principal executive officer, principal financial officer, and principal accounting officer.

Applied’s Code of Business Ethics applies to our employees, including our principal executive officer, principal financial officer, and principal accounting officer.

The Code of Business Ethics is posted via hyperlink at the investor relations area of our www.applied.com website.

5 unchanged sentences

Applied's shareholders have approved the following equity compensation plans:

the 2011 Long-Term Performance Plan, the 2015 Long-Term Performance Plan, the 2019 Long-Term Performance Plan, the Deferred Compensation Plan (no active employees participate in the plan), and the Deferred Compensation Plan for Non-Employee Directors (two active directors participate in the plan).

All of these plans are currently in effect.

7 unchanged sentences

Stock options, stock appreciation rights, and other awards remain outstanding under the 2011 and 2015 plans, but no new awards are made under those plans.

The aggregate number of shares that remained available for awards under the 2019 Long-Term Performance Plan at June 30, 2021 was 2,009,333.

The aggregate number of shares that remained available for awards under the 2019 Long-Term Performance Plan on June 30, 2022 was 1,826,236.

Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 25, 2022, under the caption “Holdings of Major Shareholders, Officers, and Directors.”

2 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this Item is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 26, 2021, under the caption “Item 3 - Ratification of Auditors.”

Principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), fees and services required by this Item is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 25, 2022, under the caption “Item 3 - Ratification of Auditors.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

31 unchanged sentences

1-2299, and incorporated here by reference).

4.4 Amendment No.

2 to Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 9, 2021, between Applied and PGIM, Inc.

(filed as Exhibit 10.2 to the Company's Form 8-K filed December 14, 2021, SEC File No.

1-2299, and incorporated here by reference).

4.5 Request for Purchase dated May 30, 2014 and 3.19% Series C Notes dated July 1, 2014, under Amended and Restated Note Purchase and Private Shelf Agreement, between Applied Industrial Technologies, Inc.

2 unchanged sentences

1-2299, and incorporated here by reference).

4.5 Credit Agreement dated as of January 31, 2018, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 10.1 to Applied's Form 8-K filed February 6, 2018, SEC File No.

1-2299, and incorporated here by reference).

4.6 First Amendment to Credit Agreement dated as of March 26, 2021 , among Applied Industrial Technologies, Inc., Key Bank National Association as Agent, and various financial institutions (file d as Exhibit 4.6 to Applied 's Form 10-Q for the quarter ended M arch 31,2021, S EC File No.

4.6 Credit Agreement dated as of December 9, 2021, 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 filed December 14, 2021, SEC File No.

1-2299, and incorporated here by reference).

4 unchanged sentences

1-2299, and incorporated here by reference).

4.9 P urchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied 's Form 8-K filed September 6, 2018, SEC File No.

4.9 Purchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed September 6, 2018, SEC File No.

1-2299, and incorporated here by reference).

1 unchanged sentence

1 to Purchase and Sale Agreement dated as of November 19, 2018 among Applied Industrial Technologies, Inc.

and various of its affiliates, as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 4.

10 to Applied's Form 10-Q for the quarter ended March 31, 2021, SEC File No.

and various of its affiliates, as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 4.10 to Applied's Form 10-Q for the quarter ended March 31, 2021, SEC File No.

1-2299, and incorporated here by reference) .

4.11 Amendment No.

2 to Purchase and Sale Agreement dated as of March 26, 2021 , among various entities listed on Schedule 1 thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, In c, as service r , and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied 's Form 8-K filed March 29, 2021, SEC File No.

2 to Purchase and Sale Agreement dated as of March 26, 2021, among various entities listed on Schedule 1 thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc, as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No.

1-2299, and incorporated here by reference).

4.12 Description of Applied's securities (filed as Exhibit 4.

7 to Applied's Form 10- K for the year ended June 3 0 , 202 0 , SEC File No.

4.12 Description of Applied's securities (filed as Exhibit 4.7 to Applied's Form 10-K for the year ended June 30, 2020, SEC File No.

1-2299, and incorporated here by reference).

*10.1 A written description of Applied's director compensation program is incorporated by reference to Applied’s proxy statement for the annual meeting of shareholders to be held October 25, 2022 under the caption “Director Compensation.”

*10.2 Deferred Compensation Plan for Non-Employee Directors (September 1, 2003 Restatement), the terms of which govern benefits vested as of December 31, 2004, for Peter A.

Dorsman, an Applied director (filed as Exhibit 10(c) to Applied's Form 10-K for the year ended June 30, 2003, SEC File No.

1-2299, and incorporated here by reference).

*10.3 Deferred Compensation Plan for Non-Employee Directors (Post-2004 Terms) (filed as Exhibit 10.2 to Applied's Form 10-Q for the quarter ended December 31, 2008, SEC File No.

*10.2 Deferred Compensation Plan for Non-Employee Directors (Post-2004 Terms), in which Peter C.

Wallace participates (filed as Exhibit 10.2 to Applied's Form 10-Q for the quarter ended December 31, 2008, SEC File No.

1-2299, and incorporated here by reference).

75 unchanged sentences

32 Section 1350 certifications.

95 Mine safety and health disclosure.

101 The following financial information from Applied Industrial Technologies, Inc.'s Annual Report on Form 10-K for the year ended June 30, 2022, formatted in Inline XBRL (Extensible Business Reporting Language) includes:

44 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Andrews, Director Peter A.

Dorsman, Director

Andrews, Director Shelly M.

Chadwick, Director

Mary Dean Hall, Director Dan P.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures