Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the fiscal year ended December 31, 2009.
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to .
Commission file number 1-2299
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A. |
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Full title of the plan and the address of the plan, if different from that of
the issuer named below: |
Applied Industrial Technologies, Inc.
Retirement Savings Plan
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B. |
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Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: |
Applied Industrial Technologies, Inc.
One Applied Plaza
Cleveland, Ohio 44115-5056
Financial Statements and Exhibit(s) (enclosed)
Supplemental Schedules
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused
this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
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APPLIED INDUSTRIAL TECHNOLOGIES,
INC. RETIREMENT SAVINGS PLAN
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By: |
Applied Industrial Technologies, Inc., as Plan
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Administrator |
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By: |
/s/ Michael L. Coticchia
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Signature |
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Michael L. Coticchia
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Printed Name |
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Vice President-Chief Administrative Officer and
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Government Business
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Title |
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Date: May 24, 2010
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
Financial Statements
For the Years Ended December 31, 2009 and 2008
Supplemental Schedules
As of December 31, 2009 and For the Year Ended December 31, 2009
Report of Independent Registered Public Accounting Firm
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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1 |
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FINANCIAL STATEMENTS: |
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4 - 10 |
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SUPPLEMENTAL SCHEDULES: |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants
Applied Industrial Technologies, Inc. Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of Applied
Industrial Technologies, Inc. Retirement Savings Plan (the “Plan”) as of December 31, 2009 and 2008
and the related statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets of the Plan as of December 31, 2009 and 2008 and the changes in net assets
for the years then ended, in conformity with accounting principles generally accepted in the United
States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2009 and schedule of reportable transactions for the year ended December 31, 2009 are presented for
the purpose of additional analysis and are not a required part of the basic financial statements
but are supplementary information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Cleveland, Ohio
May 24, 2010
1
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS: |
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Investments at fair value: |
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Applied Industrial Technologies, Inc. Stock Fund |
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72,644,302 |
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70,975,097 |
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Mutual funds |
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192,441,881 |
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143,439,311 |
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Common/collective trust funds |
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56,548,942 |
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60,011,448 |
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Loans to participants |
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9,949,087 |
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9,669,663 |
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Total investments |
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331,584,212 |
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284,095,519 |
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NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE |
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331,584,212 |
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284,095,519 |
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Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
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1,783,269 |
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4,469,654 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
333,367,481 |
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$ |
288,565,173 |
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See notes to financial statements.
2
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ADDITIONS TO NET ASSETS: |
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Contributions: |
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Participants |
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$ |
9,742,191 |
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$ |
11,749,402 |
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Participants’ rollovers |
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1,680,454 |
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3,148,962 |
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Employer |
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2,229,826 |
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10,531,618 |
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Total contributions |
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13,652,471 |
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25,429,982 |
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INVESTMENT INCOME (LOSS): |
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Dividends, interest and other: |
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Applied Industrial Technologies, Inc. Stock Fund |
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2,069,323 |
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2,251,826 |
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Mutual funds |
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2,155,435 |
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5,316,028 |
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Participant loan interest |
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633,865 |
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715,191 |
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Common/collective trust funds |
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1,230,982 |
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2,562,883 |
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Total dividends, interest and other |
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6,089,605 |
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10,845,928 |
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Net appreciation (depreciation) in fair value of investments: |
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Applied Industrial Technologies, Inc. Stock Fund |
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11,043,351 |
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(36,958,298 |
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Mutual funds |
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42,502,156 |
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(82,079,726 |
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Total net appreciation (depreciation) in fair value of investments |
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53,545,507 |
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(119,038,024 |
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Total investment income (loss) |
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59,635,112 |
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(108,192,096 |
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NET CHANGE IN ADDITIONS TO NET ASSETS |
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73,287,583 |
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(82,762,114 |
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DEDUCTIONS FROM NET ASSETS: |
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Distributions to participants |
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(28,021,825 |
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(26,245,330 |
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Administrative expenses |
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(463,450 |
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(682,992 |
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Total deductions |
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(28,485,275 |
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(26,928,322 |
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CHANGE IN NET ASSETS FOR THE YEAR |
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44,802,308 |
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(109,690,436 |
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NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF THE YEAR |
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288,565,173 |
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398,255,609 |
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NET ASSETS AVAILABLE FOR BENEFITS, END OF THE YEAR |
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333,367,481 |
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$ |
288,565,173 |
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See notes to financial statements.
3
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
1. DESCRIPTION OF THE PLAN
The following description of the Applied Industrial Technologies, Inc. Retirement Savings Plan (the
“Plan”) is provided for general purposes only. Participants and users of the financial statements
should refer to the Plan document for more complete information.
General — The Plan was established for the purpose of encouraging and assisting domestic employees
of Applied Industrial Technologies, Inc. and its subsidiaries (the “Company”) to provide long-term,
tax-deferred savings for retirement. The Plan is subject to reporting and disclosure requirements,
minimum participation and vesting standards, and fiduciary responsibility requirements of the
Employee Retirement Income Security Act of 1974 (“ERISA”).
Administration — The Plan is administered by the Company. The Company’s powers and duties relate
to making participant and employer contributions to the Plan, establishing investment options,
authorizing disbursements from the Plan, and resolving any questions of Plan interpretation.
The record keeper and trustee for the assets of the plan is Wachovia Bank, NA. On March 20, 2010,
Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. (collectively “Wachovia”) merged into Wells
Fargo Bank, N.A. (“Wells Fargo”). As a result of this merger, the separate existence of Wachovia
ceased and Wells Fargo succeeded, by operation of law, to all of Wachovia’s rights, title, property
and appointments (such as trustee, custodian and all other fiduciary appointments) and is subject
to all of Wachovia’s debts, obligations (including contractual obligations) and liabilities.
Participant Accounts — Each participant’s account is credited with the participant’s contributions
and allocations of (a) the Company’s contributions and (b) Plan earnings (losses), and (c)
administrative expenses. Allocated expenses are based on participant contributions, account
balances, or can be per capita, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant’s vested portion of their account.
Participation and Contributions — All eligible employees may participate in the Plan on the first
payroll period following 30 days of employment. Eligible employees may elect to make pretax
contributions to the Plan ranging from 1% to 50% of compensation, subject to limitations under the
Internal Revenue Code. For those eligible employees who do not make a contribution election, their
compensation is automatically reduced by 2% and contributed on their behalf to the Plan until
superseded by a subsequent contribution election. The Company may make additional discretionary
contributions to the Plan, including, but not limited to, matching contributions equal to a
percentage of participant pretax contributions not in excess of 6% of the participant’s
compensation, and profit-sharing contributions as determined annually. Matching employer
contributions were suspended indefinitely, effective January 1, 2009. During 2008 the employer
matching contributions were determined quarterly based upon the Company’s net income. Any employer
matching contribution is typically paid to the plan monthly and participants must be employed
during the last pay period of the month to receive the monthly match. Employer matching
contributions consist of cash which is then used by the plan trustee to purchase shares of Applied
Industrial Technologies, Inc. common stock on the open market. For the four quarters of 2008 the
employer match on participant contributions was $0.75, $0.50, $0.25 and $0.25 of every employee
dollar contributed.
4
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
The Plan permits catch-up contributions for participants who are age 50 or older and defer the
maximum amount allowed under the Plan. Maximum catch-up contribution limits were $5,500 for 2009
and $5,000 for 2008.
The Company may also make a profit-sharing contribution to the Plan annually. Participants must be
employed on June 30 of such Plan year and have completed at least one year of service, as defined
in the Plan agreement, as of June 30 to be eligible to receive an allocation of the profit-sharing
contribution. Additionally, the Company may contribute a special profit-sharing contribution to
individuals who retire after attaining age 55 and completing 10 years of service, as more fully
described in the Plan document. Profit-sharing contributions are allocated to each participant’s
profit-sharing contribution account based upon the ratio of each participant’s total compensation
to the aggregate compensation of all participants eligible to receive a profit-sharing
contribution. Profit-sharing contributions were approximately $2,230,000 and $7,026,000 for the
years ended December 31, 2009 and 2008, respectively.
Contributions are excluded from participants’ taxable income until such amounts are received by
them as a distribution from the Plan.
The Plan provides for rollover contributions (amounts distributed to participants from certain
other tax-qualified plans) and transfer contributions (amounts transferred from certain other
tax-qualified plans) by or on behalf of an employee in accordance with procedures established by
the Company.
Investment of Contributions — Participants elect investment of profit-sharing and pretax
contributions in 1% increments to any of several investment funds or options. The portion of the
Plan that is invested in the Company Stock Fund is intended to be an Employee Stock Ownership Plan
(“ESOP”) under Code Section 4975 (e)(7) and ERISA Section 407 (d)(6).
Participants may elect to change their investment elections as to future contributions and may also
elect to reallocate a portion or all of their account balances among the investment choices in
increments of 1% of the total amount to be reallocated. Participants are able to transfer any
portion (up to 100%) of their matching contribution account from the Company Stock Fund into other
investment funds under the Plan. All such elections are filed with the Trustee and become
effective daily.
The value of the Company’s common stock and other funds and the interest of individual participants
under each investment are calculated daily (daily valuation).
Vesting and Distributions — Each participant is immediately and fully vested in their participant
contributions and earnings thereon. Participants vest in matching employer contributions and
profit-sharing contributions at a rate of 25% for each year of eligible service, becoming
completely vested after four years, or at death, termination of employment due to physical or
mental disability (determined by the Company upon the basis of a written certificate of a physician
selected by it), or normal retirement as defined in the Plan.
5
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
Upon termination of employment, participants may receive lump-sum or installment distributions of
their vested account balances as soon as administratively possible. Distributions can be made in
the form of company stock, cash, or a combination thereof. The Plan permits hardship withdrawals,
if the hardship criteria are met, or in-service distributions at age 59 1/2. Hardship withdrawals
and in-service distributions can be taken from participant rollovers, salary deferrals, and
catch-up contributions.
Forfeitures of nonvested amounts are used to reduce future matching employer contributions. Total
forfeitures were $89,170 in 2009 and $85,271 in 2008.
Loans — Participants may borrow (from their pre-tax contributions, rollover contributions and
transferred contributions) a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or
50% of the aggregate sum of the participants’ accounts. Loan terms range from 1-5 years or up to
10 years if used for the purchase of a primary residence. Loans that originated from merged plans
are also reflected in loans to participants in the Plan’s financial statements. These loans are to
be repaid to the Plan in accordance with their original terms. Loans are secured by the balance in
the participants’ accounts and bear interest at rates prevailing at the time the loans were made.
Principal and interest are paid ratably through bi-weekly payroll deductions. Funds cannot be
borrowed from the profit-sharing or Company matching contributions.
Plan Termination — The Plan was adopted with the expectation that it will continue indefinitely.
The Company may, however, terminate the Plan at any time and may amend the Plan from time to time.
In the event of termination of the Plan, all participants will immediately become fully vested in
their accounts.
Tax Status of the Plan — The Plan obtained its latest determination letter dated July 12, 2003, in
which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with
the applicable requirements of the Internal Revenue Code. The Plan has been amended since
receiving this determination letter. The amended Plan is dated May 20, 2009 which amends the Plan
effective January 1, 2008. The Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the Plan’s financial
statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies followed in the preparation of
the Plan’s financial statements.
Basis of Accounting — The accompanying financial statements have been prepared on the accrual
basis of accounting. The Statements of Net Assets Available for Benefits presents the fair value
of the investment contracts as well as the adjustment of the fully benefit-responsive investment
contracts from fair value to contract value. The related activity is presented at contract value
in the Statements of Changes in Net Assets Available for Benefits.
6
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
Use of Estimates — The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Valuation of Investments — Investments are accounted for at cost on the trade date and are
reported in the Statements of Net Assets Available For Benefits at fair value, except for
investments in stable value funds (such as the Riversource Fund), which are valued at contract
value. Contract value represents investments at cost plus accrued interest income less amounts
withdrawn to pay benefits. The fair value of the Riversource Fund, which is a common collective
trust, is valued at fair market value of the underlying investments and then adjusted by the issuer
to contract value. The investment in Applied Industrial Technologies, Inc. common stock is valued
using the year-end closing price listed by the New York Stock Exchange. Mutual funds are stated at
values using year-end closing prices for each of the funds or quoted market prices. Participant
loans are valued at the amortized cost, which approximates fair value. See Note 4, “Fair Value
Measurements” for additional disclosures relative to the fair value of the investments held in the
Plan.
Risks and Uncertainties — In general, investment securities are exposed to various risks, such as
interest rate, credit and overall market volatility risks. Due to the level of risk associated
with investment securities, it is reasonably possible that changes in the values of investment
securities could occur in the near term, and such changes could materially affect the amounts
reported in the financial statements.
Benefit Payments — Distributions to participants are recorded by the Plan when payments are made.
Administrative Expenses — Administrative expenses of the Plan are paid by the Plan or the Company,
as determined by the Company.
3. INVESTMENTS
The Plan provides that, in accordance with the investment objectives established by the Company,
the Trustee of the Plan shall hold, invest, reinvest, manage and administer all assets of the Plan
as a trust fund for the exclusive benefit of participants and their beneficiaries.
7
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
Plan investments exceeding 5% of net assets available for benefits as of December 31, 2009 and 2008
were as follows:
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| Description of Investment |
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2009 |
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2008 |
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At fair value: |
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Applied Industrial Technologies, Inc.
Common Stock
(a portion of
which is non-participant directed) |
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$ |
71,510,552 |
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$ |
69,812,038 |
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American Fundamental Investors Fund |
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34,419,888 |
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28,125,220 |
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PIMCO Total Return Fund |
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32,540,358 |
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23,976,753 |
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American EuroPacific Growth Fund |
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31,612,163 |
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23,243,380 |
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AIT Large Cap Growth Portfolio |
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22,814,759 |
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17,524,520 |
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T. Rowe Price Mid-Cap Growth Fund |
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17,438,734 |
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12,930,035 |
* |
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At contract value: |
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Riversource Trust Income Fund II |
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58,332,211 |
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64,481,102 |
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| * |
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amount is less than 5% but is included for comparative purposes |
4. FAIR VALUE MEASUREMENTS
Accounting standards require certain assets and liabilities be reported at fair value on the
financial statements and provides a framework for establishing that fair value. The framework for
determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques
used to measure fair value.
The Plan estimates the fair value of financial instruments using available market information and
generally accepted valuation methodologies. Fair value is defined as the price that would be
received to sell an asset or be paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The inputs used to measure fair value are classified
into three tiers. These tiers include: Level 1, defined as observable inputs such as quoted
prices in active markets; Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an entity to develop its own
assumptions.
In instances where inputs used to measure fair value fall into different levels of the fair value
hierarchy, fair value measurements in their entirety are categorized based on the lowest level
input that is significant to the valuation. The Plan’s assessment of the significance of
particular inputs to these fair value measurements require judgment and considers factors specific
to each asset or liability.
8
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
The following tables present information about the Plan’s assets measured at fair value on a
recurring basis at December 31, 2009 and 2008, and the valuation techniques used by the Plan to
determine those values.
Financial assets and liabilities measured at fair value on a recurring basis are as follows:
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|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Fair Value Measurements at December 31, 2009 |
|
| |
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
| |
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
| |
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
| |
|
Balance |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
| |
|
December 31, |
|
|
Instruments |
|
|
Inputs |
|
|
Inputs |
|
| |
|
2009 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applied Industrial
Technologies, Inc.
Stock Fund |
|
$ |
72,644,302 |
|
|
$ |
72,644,302 |
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
192,441,881 |
|
|
|
192,441,881 |
|
|
|
|
|
|
|
|
|
Common/Collective
trust funds |
|
|
56,548,942 |
|
|
|
|
|
|
$ |
56,548,942 |
|
|
|
|
|
Loans to participants |
|
|
9,949,087 |
|
|
|
|
|
|
|
|
|
|
$ |
9,949,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
331,584,212 |
|
|
$ |
265,086,183 |
|
|
$ |
56,548,942 |
|
|
$ |
9,949,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Fair Value Measurements at December 31, 2008 |
|
| |
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
| |
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
| |
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
| |
|
Balance |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
| |
|
December 31, |
|
|
Instruments |
|
|
Inputs |
|
|
Inputs |
|
| |
|
2008 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applied Industrial
Technologies, Inc.
Stock Fund |
|
$ |
70,975,097 |
|
|
$ |
70,975,097 |
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
143,439,311 |
|
|
|
143,439,311 |
|
|
|
|
|
|
|
|
|
Common/Collective
trust funds |
|
|
60,011,448 |
|
|
|
|
|
|
$ |
60,011,448 |
|
|
|
|
|
Loans to participants |
|
|
9,669,663 |
|
|
|
|
|
|
|
|
|
|
$ |
9,669,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
284,095,519 |
|
|
$ |
214,414,408 |
|
|
$ |
60,011,448 |
|
|
$ |
9,669,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
APPLIED INDUSTRIAL TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 AND 2008
The following table sets forth a summary of changes in the fair value of the Plan’s Level 3
investment assets for the years ended December 31, 2009 and December 31, 2008:
| |
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
Beginning Balance, January 1 |
|
$ |
9,669,663 |
|
|
$ |
9,111,633 |
|
Issuances and settlements (net) |
|
|
279,424 |
|
|
|
558,030 |
|
|
|
|
|
|
|
|
Ending Balance, December 31 |
|
$ |
9,949,087 |
|
|
$ |
9,669,663 |
|
|
|
|
|
|
|
|
5. NONPARTICIPANT-DIRECTED INVESTMENTS
The Plan’s only nonparticipant-directed transactions are contained within the Company Stock Fund,
which includes both participant and nonparticipant-directed transactions. Information about the
net assets and significant components of the changes in net assets relating to the Company Stock
Fund are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
Net Assets: |
|
|
|
|
|
|
|
|
Applied Industrial Technologies, Inc. Common Stock |
|
$ |
71,510,552 |
|
|
$ |
69,812,038 |
|
Evergreen Inst Money Market Fund CL I |
|
|
1,133,750 |
|
|
|
1,163,059 |
|
|
|
|
|
|
|
|
Total Net Assets |
|
$ |
72,644,302 |
|
|
$ |
70,975,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Net Assets: |
|
|
|
|
|
|
|
|
Contributions |
|
$ |
1,158,418 |
|
|
$ |
5,469,621 |
|
Dividends |
|
|
2,063,205 |
|
|
|
2,188,988 |
|
Interest |
|
|
6,118 |
|
|
|
62,838 |
|
Net appreciation (depreciation) in fair value |
|
|
11,043,351 |
|
|
|
(36,958,298 |
) |
Benefits paid to participants |
|
|
(4,774,264 |
) |
|
|
(4,877,151 |
) |
Transfers to other participant-directed investments, net |
|
|
(7,770,051 |
) |
|
|
(7,210,433 |
) |
Administrative expense |
|
|
(57,572 |
) |
|
|
(45,956 |
) |
|
|
|
|
|
|
|
Total Change in Net Assets |
|
$ |
1,669,205 |
|
|
$ |
(41,370,391 |
) |
|
|
|
|
|
|
|
6. RECONCILIATION TO FORM 5500
As of December 31, 2009 and December 31, 2008, there were no reconciling items for Net Assets
Available for Benefits between the financial statements and the Form 5500.
The following is a reconciliation of the Changes in Net Assets per the financial statements to Form
5500 at December 31, 2009 and 2008:
| |
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
2008 |
|
Total Change in Net Assets per financial statements |
|
$ |
44,802,308 |
|
|
$ |
(109,690,436 |
) |
Change in deemed loan activity |
|
|
0 |
|
|
|
257,075 |
|
|
|
|
|
|
|
|
Total Change in Net Assets per Form 5500 |
|
$ |
44,802,308 |
|
|
$ |
(109,433,361 |
) |
|
|
|
|
|
|
|
******
10
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
Employer ID Number: 34-0117420
Plan Number: 003
SCHEDULE H LINE 4(i) — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
(b) |
|
|
|
|
|
|
(e) |
|
| |
|
Identity of Issuer, Borrower, |
|
(c) |
|
(d) |
|
|
Current |
|
| (a) |
|
Lessor or Similar Party |
|
Description of Investment |
|
Cost |
|
|
Value |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Applied Industrial Technologies, Inc. Stock Fund: |
|
|
|
|
|
|
|
|
|
|
| |
|
Applied Industrial Technologies, Inc. |
|
Common Stock - 3,270,170 shares |
|
$ |
48,850,596 |
|
|
$ |
71,510,552 |
|
| |
|
Evergreen Inst Money Market Fund CL I |
|
Money Market Fund - 1,133,750 shares |
|
|
1,133,750 |
|
|
|
1,133,750 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Applied Industrial Technologies, Inc. Stock Fund Total |
|
|
|
|
|
|
|
|
72,644,302 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Riversource Trust Income Fund II |
|
Common Collective Trust - 1,964,775 shares |
|
|
|
** |
|
|
58,332,211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
American Fundamental Investors Fund (Class A) |
|
Mutual Fund - 1,049,657 shares |
|
|
|
** |
|
|
34,419,888 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
American EuroPacific Growth Fund (Class A) |
|
Mutual Fund - 824,522 shares |
|
|
|
** |
|
|
31,612,163 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
T. Rowe Price Mid-Cap Growth Fund |
|
Mutual Fund - 367,209 shares |
|
|
|
** |
|
|
17,438,734 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PIMCO Total Return Fund (Admin) |
|
Mutual Fund - 2,456,253 shares |
|
|
|
** |
|
|
32,540,358 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement Income |
|
Mutual Fund - 19,530 shares |
|
|
|
** |
|
|
206,826 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2010 |
|
Mutual Fund - 7,857 shares |
|
|
|
** |
|
|
161,223 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2015 |
|
Mutual Fund - 96,302 shares |
|
|
|
** |
|
|
1,089,180 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2020 |
|
Mutual Fund - 41,165 shares |
|
|
|
** |
|
|
821,649 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2025 |
|
Mutual Fund - 37,665 shares |
|
|
|
** |
|
|
426,364 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2030 |
|
Mutual Fund - 14,980 shares |
|
|
|
** |
|
|
289,268 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2035 |
|
Mutual Fund - 25,401 shares |
|
|
|
** |
|
|
295,160 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2040 |
|
Mutual Fund - 5,230 shares |
|
|
|
** |
|
|
99,631 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2045 |
|
Mutual Fund - 2,134 shares |
|
|
|
** |
|
|
25,647 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Target Retirement 2050 |
|
Mutual Fund - 3,094 shares |
|
|
|
** |
|
|
59,120 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard 500 Index |
|
Mutual Fund - 72,140 shares |
|
|
|
** |
|
|
6,118,224 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
BlackRock Global Allocation (I) |
|
Mutual Fund - 421,520 shares |
|
|
|
** |
|
|
7,570,500 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
William Blair Small Cap Growth (I) |
|
Mutual Fund - 524,504 shares |
|
|
|
** |
|
|
10,825,755 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
AIT Large-Cap Growth Portfolio: |
|
|
|
|
|
|
|
|
|
|
| |
|
Vanguard Growth Index Fund |
|
Mutual Fund - 284,540 shares |
|
|
|
** |
|
|
7,773,673 |
|
| |
|
The Hartford Growth Fund |
|
Mutual Fund - 491,076 shares |
|
|
|
** |
|
|
7,513,501 |
|
| |
|
Harbor Capital Appreciation Fund |
|
Mutual Fund - 228,315 shares |
|
|
|
** |
|
|
7,527,585 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
AIT Large-Cap Growth Portfolio Total |
|
|
|
|
|
|
|
|
22,814,759 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
American Washington Mutual Investors Fund A |
|
Mutual Fund - 297,380 shares |
|
|
|
** |
|
|
7,327,434 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Participant Loans |
|
Participant loans (with interest rates ranging from 4.25% to 10.90% and maturity dates ranging from January 2010 to July 2027) |
|
|
|
** |
|
|
9,949,087 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Royce Total Return Fund (Investment) |
|
Mutual Fund - 567,518 shares |
|
|
|
** |
|
|
6,134,871 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Wells Fargo Advance Mid-Cap Discipline (Inst) |
|
Mutual Fund - 279,097 shares |
|
|
|
** |
|
|
4,945,597 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Western Asset Tr-Core Port Fund (Inst) |
|
Mutual Fund - 304,672 shares |
|
|
|
** |
|
|
3,971,705 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Cambiar Opportunity Fund (Institutional Cl) |
|
Mutual Fund - 124,205 shares |
|
|
|
** |
|
|
1,935,107 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Lazard Mid Cap (Institutional) |
|
Mutual Fund - 127,325 shares |
|
|
|
** |
|
|
1,312,718 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Total |
|
|
|
|
|
$ |
333,367,481 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| * |
|
Represents a party-in-interest |
| |
| ** |
|
Indicates a participant-directed fund. The cost disclosure is not required. |
11
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
Employer ID Number: 34-0117420
Plan Number: 003
SCHEDULE H LINE 4(j) — SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
(f) |
|
|
|
|
|
(h) |
|
|
|
|
| |
|
|
|
(c) |
|
|
(d) |
|
|
Expense |
|
|
(g) |
|
|
Current Value of |
|
|
|
|
|
| (a) |
|
(b) |
|
Purchase |
|
|
Selling |
|
|
Incurred with |
|
|
Cost of |
|
|
Asset on |
|
|
(i) |
|
| Identity of Party Involved |
|
Description of Asset |
|
Price |
|
|
Price |
|
|
Transaction |
|
|
Asset |
|
|
Transaction Date |
|
|
Net Gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category (iii) — A Series of
Transactions in Excess of 5
Percent of Plan Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applied Industrial Technologies, Inc. |
|
Shares of Common Stock |
|
$ |
14,410,238 |
|
|
|
|
|
|
$ |
21,496 |
|
|
$ |
14,431,734 |
|
|
$ |
14,410,238 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
$ |
22,750,198 |
|
|
$ |
34,765 |
|
|
$ |
16,629,151 |
|
|
$ |
22,750,198 |
|
|
$ |
6,086,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Evergreen Inst Money Market Func CL I |
|
Money Market Fund |
|
$ |
52,461,127 |
|
|
|
|
|
|
|
— |
|
|
$ |
52,461,127 |
|
|
$ |
52,461,127 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
$ |
51,982,471 |
|
|
|
— |
|
|
$ |
51,982,471 |
|
|
$ |
51,982,471 |
|
|
|
— |
|
There were no category i, ii or iv transactions during the year.
12